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
Date of Report (Date of earliest event reported) March 31, 2010
Comfort Systems USA, Inc.
(Exact name of registrant as specified in its charter)
Delaware |
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1-13011 |
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76-0526487 |
(State or other jurisdiction |
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(Commission |
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(IRS Employer |
of incorporation) |
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File Number) |
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Identification No.) |
675
Bering Lane, Suite 400 |
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77057 |
(Address of principal executive offices) |
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(Zip Code) |
Registrants telephone number, including area code (713) 830-9600
(Former name or former address, if changed since last report.)
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:
o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
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, 2010 announcing that its Board of Directors (the Board) has approved an amendment to the companys 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 747,878 additional shares of its outstanding common stock. The companys existing stock repurchase program had previously authorized the repurchase of up to 4,852,659 shares of the companys outstanding common stock.
Through March 26, 2010, the Company repurchased 4,600,537 shares of the companys common stock at an aggregate price of $51,403,972.93. 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, 2010.
The share repurchases will be made from time to time at the Companys 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 Companys Board of Directors may modify, suspend, extend or terminate the program at any time.
(d) Exhibits.
99.1 Press release dated March 31, 2010 announcing the Boards approval of the amended stock repurchase program.
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, Vice President |
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and General Counsel |
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Date: March 31, 2010 |
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EXHIBIT INDEX
Exhibit |
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Exhibit Title or Description |
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99.1 |
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Press release dated March 31, 2010 announcing the Boards approval of the amended stock repurchase program. |
Exhibit 99.1
CONTACT: |
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William George |
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675 Bering Drive, Suite 400 |
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Chief Financial Officer |
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Houston, Texas 77057 |
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713-830-9600 |
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713-830-9600 |
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713-830-9696 |
FOR IMMEDIATE RELEASE
Houston, TX March 31, 2010 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 companys 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 747,878 additional shares of its outstanding common stock. The companys existing stock repurchase program had previously authorized the repurchase of up to 4,852,659 shares of the companys outstanding common stock.
Through March 26, 2010, the Company repurchased 4,600,537 shares of the companys common stock at an aggregate price of $51,403,972.93. 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, 2010.
The share repurchases will be made from time to time at the Companys 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 Companys 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 72 locations in 80 cities around the nation. For more information, visit the Companys 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 Companys Annual Report on Form 10-K for the year ended December 31, 2009. 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.