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
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Date of Report (Date of earliest event reported): February 21, 2002
Dycom Industries, Inc.
(Exact name of registrant as specified in its charter)
Florida 0-5423 59-1277135
(State or other jurisdiction Commission File Number I.R.S. Employer
of incorporation or organization) Identification Number
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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
Item 2. Acquisition or Disposition of Assets.
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On February 20, 2002, pursuant to the Agreement and Plan of
Merger, dated as of January 7, 2002, among Dycom Industries, Inc., a Florida
corporation, Troy Acquisition Corp., a Delaware corporation and a wholly owned
subsidiary of Dycom, and Arguss Communications, Inc., Troy completed its
exchange offer for all of the outstanding shares of common stock of Arguss. All
shares of Arguss common stock validly tendered and not withdrawn prior to the
expiration of the exchange offer were accepted for exchange according to the
terms of the exchange offer.
Effective February 21, 2002, and also pursuant to the merger
agreement, Troy merged with and into Arguss, with Arguss surviving as a wholly
owned subsidiary of Dycom. In the merger, each share of Arguss common stock not
previously exchanged in the exchange offer was converted into the right to
receive 0.3333 shares of Dycom common stock, the same consideration Arguss
stockholders received in the exchange offer. Under applicable law, the merger
was not subject to the approval of the remaining stockholders of Arguss.
The issuance of Dycom common stock under the merger agreement
was registered under the Securities Act of 1933, as amended, pursuant to Dycom's
registration statement on Form S-4 (File No. 333-81268), as amended (the
"Registration Statement"), filed with the Securities and Exchange Commission.
The Registration Statement was declared effective by the Securities and Exchange
Commission on February 12, 2002.
Press releases issued by Dycom regarding the consummation of
the exchange offer and the merger are attached hereto as Exhibits 99.1 and 99.2,
respectively, and are incorporated in their entirety by reference herein.
Item 7. Financial Statements and Exhibits.
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(a) FINANCIAL STATEMENTS OF BUSINESS ACQUIRED.
The consolidated financial statements of Arguss as of
December 31, 2000 and 1999 and for each of the years in the three year period
ended December 31, 2000 and as of September 30, 2001 and for each of the
nine-month periods ended September 30, 2000 and 2001 have been previously
reported in the Registration Statement.
(b) PRO FORMA FINANCIAL INFORMATION.
Pro forma financial information with respect to the
transaction described in Item 2 has been previously reported in the Registration
Statement.
(c) EXHIBITS.
2.1 Agreement and Plan of Merger, dated as of
January 7, 2002, among Dycom Industries, Inc., Troy Acquisition Corp. and Arguss
Communications, Inc. (incorporated by reference to Annex A of the Prospectus
which forms a part of the Registration Statement on Form S-4, as amended (File
No. 333-81268), filed by Dycom Industries, Inc.).
99.1 Press Release dated February 21, 2002.
99.2 Press release dated February 21, 2002.
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Pursuant to the requirements of the Securities Exchange Act of
1934, as amended, the Registrant has duly caused this report to be signed on its
behalf by the undersigned hereunto duly authorized.
DYCOM INDUSTRIES, INC.
By: /s/ Steven E. Nielsen
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Name: Steven E. Nielsen
Title: President and Chief Executive Officer
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EXHIBIT INDEX
Number Exhibit
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2.1 Agreement and Plan of Merger, dated as of January 7, 2002,
among Dycom Industries, Inc., Troy Acquisition Corp. and Arguss
Communications, Inc. (incorporated by reference to Annex A of
the Prospectus which forms a part of the Registration Statement
on Form S-4, as amended (File No. 333-81268), filed by Dycom
Industries, Inc.).
99.1 Press Release dated February 21, 2002.
99.2 Press Release dated February 21, 2002.
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