UNITED
STATES
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
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Date
of Report (Date of earliest event reported)
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March
31, 2009
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Comfort
Systems USA, Inc.
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(Exact
name of registrant as specified in its charter)
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Delaware
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1-13011
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76-0526487
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(State
or other jurisdiction
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(Commission
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(IRS
Employer
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of
incorporation)
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File
Number)
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Identification
No.)
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777
Post Oak Boulevard, Suite 500
Houston,
Texas
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77056
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(Address
of principal executive offices)
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(Zip
Code)
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Registrant’s
telephone number, including area code
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(713)
830-9600
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(Former
name or former address, if changed since last
report.)
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Check the
appropriate box below if the Form 8-K filing is intended to simultaneously
satisfy the filing obligation of the registrant under any of the following
provisions:
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Written
communications pursuant to Rule 425 under the Securities Act (17 CFR
230.425)
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Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
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Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR
240.14d-2(b))
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Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR
240.13e-4(c))
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Item
8.01 Other
Events
Attached
and incorporated herein by reference as Exhibit 99.1 is a copy of a press
release of Comfort Systems USA, Inc., a Delaware corporation (the “Company”)
dated March 31, 2009 announcing that its Board of Directors (the “Board”) has
approved an amendment to the company’s stock repurchase program to increase the
shares authorized and remaining as available to purchase back up to 1,000,000
shares by authorizing the company to acquire up to 546,350 additional shares of
its outstanding common stock. The company’s existing stock repurchase
program had previously authorized the repurchase of up to 3,852,659 shares of
the company’s outstanding common stock.
Through
March 26, 2009, the Company had repurchased 3,399,009 shares of the company’s
common stock at an aggregate price of $38,501,648. This extension of
the stock repurchase program will “top off” the plan and permit the Company to
repurchase up to an additional 1,000,000 shares of its currently outstanding
common stock beyond what had already been purchased as of March 26,
2009.
The share
repurchases will be made from time to time at the Company’s discretion in the
open market or privately negotiated transactions as permitted by securities laws
and other legal requirements, and subject to market conditions and other
factors. The Company expects that the share repurchases will be
financed with available cash. The Company’s Board of Directors may
modify, suspend, extend or terminate the program at any time.
Item
9.01 Financial
Statements and Exhibits
The
following exhibit is included herein:
Exhibit 99.1 Press release dated
March 31, 2009 announcing the Board’s approval of the amended stock repurchase
program.
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.
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COMFORT
SYSTEMS USA, INC.
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By: /s/ Trent
T. McKenna
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Trent T. McKenna
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Date: March
31, 2009
EXHIBIT
INDEX
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Exhibit
Number
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Exhibit
Title or Description
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99.1
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Exhibit
99.1 Press release dated March 31, 2009 announcing the Board’s approval of
the amended stock repurchase
program.
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Exhibit
99.1
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CONTACT:
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William
George
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777
Post Oak Blvd., Suite 500
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Chief
Financial Officer
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Houston,
Texas 77056
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713-830-9600
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713-830-9600
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713-830-9696
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FOR IMMEDIATE
RELEASE
COMFORT
SYSTEMS INCREASES STOCK REPURCHASE PROGRAM
Houston, TX – March 31, 2009 –
Comfort Systems USA, Inc. (NYSE: FIX), a leading provider of commercial,
industrial and institutional heating, ventilation and air conditioning (“HVAC”)
services, today announced that its Board of Directors has approved an amendment
to the company’s stock repurchase program to increase the shares authorized and
remaining as available to purchase back up to 1,000,000 shares by authorizing
the company to acquire up to 546,350 additional shares of its outstanding common
stock. The company’s existing stock repurchase program had previously
authorized the repurchase of up to 3,852,659 shares of the company’s outstanding
common stock.
Through
March 26, 2009, the Company had repurchased 3,399,009 shares of the company’s
common stock at an aggregate price of $38,501,648. This extension of
the stock repurchase program will “top off” the plan and permit the Company to
repurchase up to an additional 1,000,000 shares of its currently outstanding
common stock beyond what had already been purchased as of March 26,
2009.
The share
repurchases will be made from time to time at the Company’s discretion in the
open market or privately negotiated transactions as permitted by securities laws
and other legal requirements, and subject to market conditions and other
factors. The Company expects that the share repurchases will be
financed with available cash. The Company’s Board of Directors may
modify, suspend, extend or terminate the program at any time.
Comfort
Systems USAÒ
is a premier provider of business solutions addressing workplace comfort, with
76 locations in 69 cities around the nation. For more information,
visit the Company’s website at
www.comfortsystemsusa.com.
This
press release contains forward-looking statements within the meaning of the
Private Securities Litigation Reform Act of 1995. These statements are based on
the current plans and expectations of future events of Comfort Systems USA, Inc.
and involve risks and uncertainties that could cause actual future activities
and results of operations to be materially different from those set forth in the
forward-looking statements. Important factors that could cause actual
results to differ include, among others, the use of incorrect estimates for
bidding a fixed-price contract, undertaking contractual commitments that exceed
our labor resources, failing to perform contractual obligations efficiently
enough to maintain profitability; national or regional weakness in construction
activity and economic conditions, financial difficulties affecting projects,
vendors, customers, or subcontractors, difficulty in obtaining or increased
costs associated with bonding and insurance, shortages of labor and specialty
building materials, retention of key management, our backlog failing to
translate into actual revenue or profits, errors in our percentage-of-completion
method of accounting, the result of competition in our markets, seasonal
fluctuations in the demand for HVAC systems, the imposition of past and future
liability from environmental, safety, and health regulations including the
inherent risk associated with self-insurance, adverse litigation results and
other risks detailed in our reports filed with the Securities and Exchange
Commission. A further list and description of these risks, uncertainties
and other factors are discussed under “Item 1A. Company Risk Factors.” in the
Company’s Annual Report on Form 10-K for the year ended December 31, 2008.
These forward-looking statements speak only as of the date of this filing.
Comfort Systems USA, Inc. expressly disclaims any obligation or
undertaking to release publicly any updates or revisions to any forward-looking
statement contained herein to reflect any change in our expectations with regard
thereto or any change in events, developments, conditions or circumstances on
which any such statement is based.