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 4, 2008
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.) |
777 Post Oak Boulevard, Suite 500 Houston, Texas |
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77056 |
(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 5.02 |
Departure of Directors or Principal Officers; Election of Directors; Appointment of Principal Officers |
On March 5, 2008, the Board of Directors of Comfort Systems USA, Inc. (the Company) unanimously elected Darcy G. Anderson and Alan P. Krusi to serve as independent members of the Companys Board of Directors, and thereby expanded the total number of Company Directors to eight. It is expected that Mr. Anderson will serve on the Companys compensation and governance committees and that Mr. Krusi will serve on the Companys audit and compensation committees. In connection with Mr. Andersons and Mr. Krusis service on the Companys Board of Directors, each will participate in the Companys previously disclosed compensation program for its non-employee directors.
Item 8.01 |
Other Events |
Attached and incorporated herein by reference as Exhibit 99.1 is a copy of a press release of the Company dated March 4, 2008 announcing that it has acquired Merit Mechanical, Inc., a full service commercial HVAC company based in Redmond, Washington.
Attached and incorporated herein by reference as Exhibit 99.2 is a copy of a press release of the Company dated March 6, 2008 announcing that its board of directors has appointed Darcy G. Anderson and Alan P. Krusi to serve on the Board as independent directors, bringing the Boards total membership to eight.
Item 9.01 |
Financial Statements and Exhibits |
The following Exhibits are included herein:
Exhibit 99.1 Press Release of Comfort Systems USA, Inc. dated March 4, 2008 announcing that it has acquired Merit Mechanical, Inc., a full service commercial HVAC company based in Redmond, Washington.
Exhibit 99.2 Press Release of the Company dated March 6, 2008 announcing that its board of directors has appointed Darcy G. Anderson and Alan P. Krusi to serve on the Board as independent directors, bringing the Boards total membership to eight.
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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Vice President and General Counsel |
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Date: |
March 10, 2008 |
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EXHIBIT INDEX
Exhibit Number |
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Exhibit Title or Description |
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99.1 |
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Press Release of Comfort Systems USA, Inc. dated March 4, 2008 announcing that it has acquired Merit Mechanical, Inc., a full service commercial HVAC company based in Redmond, Washington. |
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99.2 |
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Press Release of the Company dated March 6, 2008 announcing that its board of directors has appointed Darcy G. Anderson and Alan P. Krusi to serve on the Board as independent directors, bringing the Boards total membership to eight. |
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Exhibit 99.1
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CONTACT: |
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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Fax: 713-830-9696 |
FOR IMMEDIATE RELEASE
Houston, TX March 4, 2008 Comfort Systems USA, Inc. (NYSE: FIX), a leading provider of commercial, industrial and institutional heating, ventilation and air conditioning (HVAC) services, today announced that it has acquired Merit Mechanical, Inc., a full service commercial HVAC company based in Redmond, Washington. Merit Mechanical had 2007 revenues of approximately $24 million, and if Merit Mechanical had been part of Comfort Systems in 2007 we believe it would have contributed earnings before interest, taxes, depreciation and amortization of at least $1.4 million.
Bill Murdy, Comfort Systems USAs Chairman and CEO, noted, We are very pleased to bring Merit Mechanical into the Comfort Systems USA family of companies. Merit Mechanical has a solid construction and service reputation in the Seattle area, and in light of their strong team and diverse capabilities, we believe Merit Mechanical will make a strong and growing contribution to our continuing operations.
Comfort Systems USAÒ is a premier provider of business solutions addressing workplace comfort, with 66 locations in 54 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 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, national or regional weakness in non-residential construction activity, difficulty in obtaining or increased costs associated with bonding, shortages of labor and specialty building materials, the use of incorrect estimates for bidding a fixed price contract, undertaking contractual commitments that exceed our labor resources, retention of key management, the Companys backlog failing to translate into actual revenue or profits, errors in the Companys percentage of completion method of accounting, the result of competition in the Companys 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 the Companys reports filed with the Securities and Exchange Commission. Important factors that could cause actual results to differ are discussed under Item 1A. Company Risk Factors in the Companys Annual Report on Form 10-K for the year ended December 31, 2007. These forward-looking statements speak only as of the date of this release. 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 Comfort Systems USA, Inc.s expectations with regard thereto or any change in events, conditions or circumstances on which any such statement is based.
Exhibit 99.2
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CONTACT: |
William George |
777 Post Oak Blvd, Suite 500 |
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Chief Financial Officer |
Houston, Texas 77056 |
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(713) 830-9600 |
713-830-9600 |
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Fax: 713-830-9696 |
FOR IMMEDIATE RELEASE
Houston, TX March 6, 2008 Comfort Systems USA, Inc. (NYSE: FIX), a leading provider of commercial, industrial and institutional heating, ventilation and air conditioning (HVAC) services, announced today that its board of directors has appointed Darcy G. Anderson and Alan P. Krusi to serve on the board as independent directors, bringing the boards total membership to eight.
Mr. Anderson is currently Chief People Officer and Vice President for Corporate Support of Perot Systems Corporation. He also serves on the Board of the Heart Hospital of Texas, and on the Board of Directors of the Association of Graduates at West Point.
Mr. Krusi is currently the President of EarthTech, Inc., an engineering consulting and construction services firm owned by Tyco International; EarthTech provides services to the water/wastewater, transportation, environmental and facilities markets. Prior to that, Mr. Krusi served as President of the Construction Services Division of URS Corporation, where he oversaw an international construction services business specializing in construction management and program management of large public infrastructure projects.
Bill Murdy, Comfort Systems USAs Chairman and CEO, said, We are very pleased to be adding Darcy and Alan to the board of directors, and I am confident that they will add substantial value.
Comfort Systems USAÒ is a premier provider of business solutions addressing workplace comfort, with 66 locations in 60 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 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, national or regional weakness in non-residential construction activity, difficulty in obtaining or increased costs associated with bonding, shortages of labor and specialty building materials, the use of incorrect estimates for bidding a fixed price contract, undertaking contractual commitments that exceed our labor resources, retention of key management, the Companys backlog failing to translate into actual revenue or profits, errors in the Companys percentage of completion method of accounting, the result of competition in the Companys 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 the Companys reports filed with the Securities and Exchange Commission. Important factors that could cause actual results to differ are discussed under Item 1A. Company Risk Factors in the Companys Annual Report on Form 10-K for the year ended December 31, 2007. These forward-looking statements speak only as of the date of this release. 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 Comfort Systems USA, Inc.s expectations with regard thereto or any change in events, conditions or circumstances on which any such statement is based.