SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 ------------------------------------ FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report: February 25, 1998 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 600, 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 2 Item 5. Other Events. On February 23, 1998, the Company issued a press release announcing that it had entered into merger agreements whereby Installation Technicians, Inc. and Cable Com, Inc. will become wholly-owned subsidiaries of the Company. Upon consummation of such mergers, the stockholders of Cable Com, Inc. and Installation Technicians, Inc. will receive, respectively, 1.2 million and 600,000 shares of common stock of the Company. 3 EXHIBIT INDEX Exhibit No. Description ------- ----------- 99(i) Press Release, dated February 23, 1998. 4 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: February 25, 1998 By: /s/ Thomas R. Pledger --------------------------------------- Name: Thomas R. Pledger Title: Chairman and Chief Executive Officer