FORM 8-K
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of Report: March 17, 2000 Date of earliest event reported:
March 8, 2000
Dycom Industries, Inc.
(Exact name of Registrant as specified in its charter)
Florida 0-5423 59-1277135
(State or other (Commission (I.R.S. Employer
jurisdiction of File Number) Identification No.)
incorporation)
4440 PGA Boulevard, Suite 500, Palm Beach Gardens, Florida 33410
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (561) 627-7171
Exhibit Index on Page 3
Item 2. Acquisition and Disposition of Assets.
On March 8, 2000, Dycom Industries, Inc., a Florida corporation (the
"Company"), acquired Niels Fugal Sons Company, a Utah corporation ("Niels
Fugal"). The acquisition of Niels Fugal was consummated pursuant to an Agreement
and Plan of Merger, dated February 14, 2000 (the "Merger Agreement"), among the
Company, Niels Fugal, Dycom Acquisition Corporation IV, a Utah corporation, and
Daniel B. Fugal and Guy L. Fugal, the stockholders of Niels Fugal (the
"Stockholders"). The transaction will be accounted for as a pooling of
interests. A copy of the Merger Agreement is included herewith as Exhibit 2(i).
Pursuant to the Merger Agreement and the Articles of Merger (as
defined below), dated March 8, 2000, at the Effective Time (as defined in the
Merger Agreement) Dycom Acquisition Corporation IV, a wholly-owned subsidiary of
the Company ("Merger Sub"), was merged with and into Niels Fugal with Niels
Fugal as the surviving corporation (the "Merger"). As a result of the Merger,
the separate corporate existence of Merger Sub ceased and the Stockholders
became stockholders of the Company. The Articles of Merger for Niels Fugal (the
"Articles of Merger") are included herewith as Exhibit 99(i). Pursuant to the
Merger Agreement, the Company issued an aggregate of 2,726,210 shares of its
common stock, par value $0.33 1/3 per share, to the Stockholders. The
Stockholders received approximately 105.827 shares of the Company's common stock
for each share of Niels Fugal common stock, $1.00 par value per share, issued
and outstanding immediately prior to the Effective Time.
In connection with the Merger, the Company entered into a Registration
Rights Agreement, dated March 8, 2000 (the "Registration Rights Agreement"),
with the Stockholders. The Registration Rights Agreement grants the Stockholders
certain rights to have their shares of the Company's common stock issued in
connection with the Merger registered under the Securities Act of 1933, as
amended. A copy of the Registration Rights Agreement is included herewith as
Exhibit 4(i).
The foregoing description of the Merger Agreement, the Registration
Rights Agreement and the Articles of Merger does not purport to be complete and
is qualified in its entirety by reference to such documents, attached hereto as
Exhibits 2(i), 4(i) and 99(i) respectively, and incorporated by reference
herein. The terms of the Merger are set forth in the Merger Agreement and were
established through arm's length negotiations between the parties to such
agreement.
Niels Fugal provides telecommunications maintenance and construction
services throughout the western United States. Niels Fugal will conduct business
as a wholly-owned subsidiary of the Company. The Company intends to use the
assets acquired pursuant to the Merger in the business in which the assets were
used prior to the Merger, subject to such changes as the Company may deem
appropriate in the future.
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Item 7. Financial Statements and Exhibits.
(a) Financial statements of business acquired.
Not required.
(b) Pro forma financial information.
Not required.
(c) Exhibits.
2(i) Agreement and Plan of Merger, dated as of February 14, 2000,
among Dycom Industries, Inc., Dycom Acquisition Corporation
IV, Niels Fugal Sons Company, Daniel B. Fugal and Guy L.
Fugal.
4(i) Registration Rights Agreement, dated as of March 8, 2000,
among Dycom Industries, Inc., Daniel B. Fugal and Guy L.
Fugal.
99(i) Articles of Merger, dated March 8, 2000, for Niels Fugal Sons
Company.
99(ii) Press release issued March 8, 2000.
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
DYCOM INDUSTRIES, INC.
Date: March 17, 2000 By: /s/ STEVEN NIELSEN
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Name: Steven Nielsen
Title: President and Chief Executive Officer
By: /s/ RICHARD DUNN
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Name: Richard Dunn
Title: Senior Vice President and
Chief Financial Officer
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