UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 OR 15(d)

of ~~The~~the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported) ~~July~~August 1023, 2013

MISCOR GROUP, LTD.

(Exact name of registrant as specified in its charter)

Indiana

000-52380

20-0995245

(State or other jurisdiction

of incorporation)

(Commission

File Number)

(IRS Employer

Identification No.)


800 Nave Road, SE, Massillon, Ohio		44646
(Address of principal executive offices)		(Zip Code)

Registrant’s telephone number: (330) 830-3500

N/A

(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 (see General Instruction A.2. below):

x	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

¨	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

¨	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

¨	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 18.01. ~~Entry~~Other ~~into a Material Definitive Agreement~~Events.

On ~~July~~August 1023, 2013, MISCOR Group, Ltd., ~~an Indiana corporation~~ (“MISCOR”), and Integrated Electrical Services, Inc., ~~a Delaware corporation~~ (“IES”), ~~and~~issued ~~IES~~a ~~Subsidiary Holdings,~~joint ~~Inc.,~~press arelease ~~Delaware~~announcing ~~corporation~~the ~~and~~merger aconsideration ~~wholly-owned~~to ~~subsidiary~~be paid by IES to MISCOR shareholders in connection with the merger of MISCOR into IES Subsidiary Holdings, Inc. (“Merger Sub”), ~~entered~~a ~~into~~wholly-owned ~~the~~subsidiary ~~First~~of ~~Amendment~~IES, ~~(the~~pursuant ~~“Amendment”)~~ to ~~that~~the ~~certain~~ Agreement and Plan of Merger, dated as of March 13, 2013 ~~(the “Merger Agreement”)~~, ~~pursuant~~by toand ~~which~~among MISCOR, ~~will~~IES ~~be merged with~~ and ~~into~~ Merger Sub, ~~with~~as ~~Merger~~amended ~~Sub~~by ~~surviving~~the asFirst aAmendment ~~wholly-owned~~to Agreement ~~subsidiary~~and Plan of ~~IES~~Merger, dated as of July 10, 2013 (collectively, the “Merger Agreement”).

~~Pursuant~~At to the ~~Amendment,~~effective ~~(i) the~~time ~~Termination~~of ~~Date has been extended to October 31, 2013 and (ii)~~ the ~~default election~~ ~~provision~~merger, ~~has~~each ~~been~~outstanding ~~amended~~share toof ~~provide that any~~ MISCOR ~~shareholder~~common ~~who~~stock ~~does~~will ~~not~~be ~~make~~converted ainto ~~valid~~the ~~election~~right ~~with respect~~ to ~~all~~receive, orat ~~any~~the ~~portion~~election of ~~his~~the orholder, ~~her~~either 0.3118 shares of ~~MISCOR~~IES common stock ~~will~~or becash ~~deemed~~consideration toof ~~have~~$1.48, ~~elected~~subject to ~~receive~~the ~~Stock~~maximum ~~Consideration~~cash ~~for~~amount payable ~~such~~under ~~shares for which a valid election has not been made only in~~ the ~~event~~Merger ~~that~~Agreement. ~~the~~The ~~Parent~~deadline ~~Common~~for ~~Stock~~elections ~~Value~~will ~~(as~~be ~~defined~~5:00 inp.m., ~~the~~New ~~Merger~~York ~~Agreement)~~time, ison ~~equal~~September 10, ~~to or greater than $4~~2013.~~024.~~ InAny ~~the~~MISCOR ~~event~~shareholder that ~~the~~does ~~Parent~~not ~~Common~~make ~~Stock~~a ~~Value~~valid iselection ~~less~~prior ~~than $4.024,~~to ~~MISCOR~~the ~~shareholders~~election deadline will be deemed to have elected to receive, and ~~Cash~~will ~~Consideration~~be ~~for~~paid, ~~such~~the ~~shares~~stock ~~for~~consideration, ~~which~~under athe ~~valid election has not been made. All other~~ terms of the Merger Agreement ~~remain unchanged~~.

~~The~~A ~~foregoing~~copy ~~description~~ of the ~~Amendment~~press ~~does~~release ~~not purport to be complete and~~ is ~~qualified~~attached inhereto ~~its entirety by reference to the Amendment, which is filed~~ as Exhibit 2 99.1 ~~hereto~~ and is incorporated by reference into this Item 18.01~~, and the Merger Agreement, which is filed as Exhibit 2~~.1 ~~to MISCOR’s Current Report on Form 8-K filed with the Securities and Exchange Commission (the “SEC”) on March 13, 2013.~~

Important Information for Investors and Security Holders

This communication does not constitute an offer to sell or the solicitation of an offer to buy any securities or a solicitation of any vote or approval. In connection with the proposed ~~Merger~~merger, IES has filed with the Securities and Exchange Commission (the “SEC”), and the SEC has declared effective, a ~~Registration~~registration ~~Statement~~statement on Form S-4 that includes a joint proxy statement of ~~MISCOR and~~ IES and MISCOR that also constitutes a prospectus of IES regarding the proposed transaction. INVESTORS AND SECURITY HOLDERS OF ~~MISCOR~~IES AND ~~IES~~MISCOR ARE URGED TO CAREFULLY READ THE JOINT PROXY STATEMENT/PROSPECTUS ~~AND OTHER DOCUMENTS THAT MAY BE FILED WITH THE SEC WHEN THEY BECOME AVAILABLE~~ BECAUSE ~~THEY~~IT ~~CONTAIN~~CONTAINS IMPORTANT INFORMATION REGARDING ~~MISCOR,~~ IES, MISCOR AND THE PROPOSED TRANSACTION. A definitive joint proxy statement/prospectus ~~will~~has bebeen sent to security holders of ~~MISCOR~~IES and ~~IES~~MISCOR seeking their approval of the proposed transaction. Investors and security holders may obtain a free copy of the joint proxy statement/prospectus ~~(when available)~~ and other documents filed by ~~MISCOR~~IES and ~~IES~~MISCOR with the SEC at the SEC’s web site at www.sec.gov. You may also read and copy any reports, statements or other information filed with the SEC at the SEC public reference room at 100 F Street N.E., Room 1580, Washington, D.C. 20549. Please call the SEC at (800) 732-0330 or visit the SEC’s website for additional information on its public reference room.

The joint proxy statement/prospectus and such other documents (relating to ~~MISCOR~~IES) may also be obtained from ~~MISCOR~~IES for free ~~(when available)~~ from ~~MISCOR~~IES’s web site at www.~~miscor~~ies-corporate.com or by directing a request to: ~~MISCOR~~Integrated ~~Group~~Electrical Services, ~~Ltd~~Inc., ~~800~~5433 ~~Nave~~Westheimer ~~Rd.~~Road, SESuite 500, ~~Massillon~~Houston, ~~Ohio~~Texas ~~44646~~77056, Attention: Investor Relations, or by phone at (~~330~~713) ~~830~~860-~~3500~~1500. The joint proxy statement/prospectus and such other documents (relating to ~~IES~~MISCOR) may also be obtained from ~~IES~~MISCOR for free ~~(when available)~~ from ~~IES~~MISCOR’s web site at www.~~ies-corporate~~miscor.com or by directing a request to: ~~Integrated~~MISCOR ~~Electrical Services~~Group, ~~Inc~~Ltd., ~~5433 Westheimer~~800 ~~Road~~Nave Rd., ~~Suite 500~~SE, ~~Houston~~Massillon, ~~Texas~~Ohio ~~77056~~44646, Attention: Investor Relations, or by phone at (~~713~~330) ~~860~~830-~~1500~~3500. Information on ~~these~~the IES and MISCOR websites or any other website is not incorporated by reference herein.

Participants in the Solicitation

MISCOR, its directors, executive officers and certain members of management and employees may be considered “participants in the solicitation” of proxies from MISCOR’s stockholders in connection with the proposed transaction. Information regarding such persons and a description of their interests in the proposed transaction is contained in the joint proxy statement/prospectus filed with the SEC.

IES, its directors, executive officers and certain members of management and employees may be considered “participants in the solicitation” of proxies from IES’ stockholders in connection with the proposed transaction. Information regarding such persons and a description of their interests in the proposed transaction is contained in the joint proxy statement/prospectus filed with the SEC.

~~Item~~MISCOR, 9its directors, executive officers and certain members of management and employees may be considered “participants in the solicitation” of proxies from MISCOR’s stockholders in connection with the proposed transaction.~~01.~~ ~~Financial~~Information ~~Statements~~regarding such persons and ~~Exhibits~~a description of their interests in the proposed transaction is contained in the joint proxy statement/prospectus filed with the SEC.

Item 9.01

Financial Statements and Exhibits

(d) Exhibits

ExhibitNo.		Description
2.1		First Amendment to Agreement and Plan of Merger, dated as of July 10, 2013, by and among MISCOR Group, Ltd., Integrated Electrical Services, Inc., and IES Subsidiary Holdings, Inc.
99.1		Press Release of Integrated Electrical Services, Inc. and MISCOR Group, Ltd. dated August 23, 2013

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.

	MISCOR GROUP, LTD.
Date: July 10, 2013	By:	/s/ Marc Valentin
Date: August 23, 2013	By:	/s/ Marc Valentin
	Name:	Marc Valentin, CPA, CGMA
	Title:	Chief Accounting Officer

EXHIBIT INDEX

ExhibitNo.		Description
2.1		First Amendment to Agreement and Plan of Merger, dated as of July 10, 2013, by and among MISCOR Group, Ltd., Integrated Electrical Services, Inc., and IES Subsidiary Holdings, Inc.
99.1		Press Release of Integrated Electrical Services, Inc. and MISCOR Group, Ltd. dated August 23, 2013

Filing Compare · MISCOR GROUP, LTD.