8-K

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):           June 27, 2005          

InfraSource Services, Inc.

(Exact name of registrant as specified in its charter)

Delaware	001-32164	03-0523754
(State or other jurisdiction of incorporation)	(Commission File Number)	(IRS Employer Identification No.)
100 West Sixth Street, Suite 300 Media, Pennsylvania		19063
(Address of principal executive offices)		(Zip Code)

(610) 480-8000

(Registrant’s telephone number, including area code)

Not Applicable

(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 obligations of the registrant under any of the following provisions (see General Instruction A.2. below):

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))

TABLE OF CONTENTS

Press Release by InfraSource, Inc., dated July 1, 2005.

Item 1.01 Entry Into a Material Definitive Agreement.

     On June 27, 2005, InfraSource Services, Inc. (the “Company”) entered into a Management Agreement (the “Lofton Agreement”) with Deborah C. Lofton. Ms. Lofton will serve as Senior Vice President, General Counsel and Secretary. Ms. Lofton will be paid a base salary of $225,000 and is eligible to participate in the Company’s Annual Incentive Compensation Program. Ms. Lofton also was granted 42,000 option shares in accordance with the Company’s Long Term Incentive Plan and received a $10,000 sign-on bonus upon commencement of her duties. In the event Ms. Lofton is terminated by the Company, other than due to death or disability or for cause, Ms. Lofton shall receive cash severance payments in the amount of her base salary at the time of the termination for twelve months, and eighteen months if during a change of control period.

     The Lofton Agreement also contains a non-competition provision that lasts for the period equal to the period for the cash severance payments.

     Also on June 27, 2005, the Company entered into a Management Agreement (the “MacFarland Agreement”) with Walter G. MacFarland. Mr. MacFarland will serve as Executive Vice President, Electric. Mr. MacFarland will be paid a base salary of $238,500 and is eligible to participate in the Company’s Annual Incentive Compensation Program. Mr. MacFarland also was granted 50,000 option shares in accordance with the Company’s Long Term Incentive Plan. In the event Mr. MacFarland is terminated by the Company, other than due to death or disability or for cause, Mr. MacFarland shall receive cash severance payments in the amount of his base salary at the time of the termination for twenty-four months.

     The MacFarland Agreement also contains a non-competition provision that lasts for twenty-four months.

     The Lofton Agreement and the MacFarland Agreement will be attached as exhibits to the Company’s upcoming 10-Q.

Item 5.02 Departure of Directors or Principal Officers; Election of Directors; Appointment of Principal Officers.

     As described above Walter G. MacFarland was hired on June 27, 2005 and will serve as the Company’s Executive Vice President, Electric.

Item 9.01 Financial Statements and Exhibits.

     (c) Exhibits

          99 Press Release by InfraSource Services, Inc., dated July 1, 2005.

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.

	INFRASOURCE SERVICES, INC.                 (Registrant)
	By:	/s/ Terence R. Montgomery
Date: July 1, 2005		Name:	Terence R. Montgomery
		Title:	Senior Vice President, Chief Financial Officer and Assistant Secretary

EX-99

Press Release

FOR IMMEDIATE RELEASE:	CONTACT:
	John A. Curran
	610-480-8000
	john.curran@infrasourceinc.com
	Laura Martin
	212-889-4350
	laura.martin@taylor-rafferty.com

INFRASOURCE SERVICES, INC. ANNOUNCES OFFICER APPOINTMENTS

MEDIA, PA – July 1, 2005 – InfraSource Services, Inc. (NYSE: IFS), one of the largest specialty contractors servicing utility transmission and distribution infrastructure in the United States, today announced that it has appointed Walter MacFarland as Executive Vice President, Electric and Deborah Lofton as Senior Vice President and General Counsel. Mr. MacFarland and Ms. Lofton will each report directly to David Helwig, President and CEO of InfraSource.

Mr. MacFarland will oversee the activities of the Company’s electric subsidiaries. Mr. MacFarland was most recently Chief Operating Officer of the Hake Group, a subsidiary of Matrix Service Company. He previously held leadership positions with Illinois Power, a subsidiary of Ameren, and PECO Energy Company, a subsidiary of Exelon Corporation. Mr. MacFarland holds a B.S. degree in Engineering and M.B.A degree from Widener University.

Ms. Lofton will be responsible for the Company’s legal department and related activities. Ms. Lofton was most recently Senior Vice President and General Counsel for SunGard Availability Services, a subsidiary of SunGard Data Systems. She previously held positions with RMH Teleservices and Animas Corporation as well as with the law firm of Morgan Lewis & Bockius. Ms. Lofton holds a B.A. degree from the University of Virginia and a J.D. degree from the University of Virginia School of Law.

David Helwig said, “I am pleased that Walt and Debbie are joining the InfraSource leadership team. Walt’s extensive experience in the electric utility and industrial construction industries and Debbie’s experience in securities, mergers & acquisitions and corporate governance matters will be of great value to the Company as we continue to

pursue growth opportunities and expand the business. I look forward to working closely with them and to their contributions to the Company.”

About InfraSource

InfraSource Services, Inc. is one of the largest specialty contractors servicing utility transmission and distribution infrastructure in the United States. InfraSource designs, builds, and maintains transmission and distribution networks for utilities, power producers, and industrial customers. Further information can be found at www.infrasourceinc.com.

Safe Harbor Statement

Certain statements contained in this press release are forward-looking statements. These forward-looking statements are based upon our current expectations about future events. When used in this press release, the words “believe,” “anticipate,” “intend,” “estimate,” “expect,” “will,” “should,” “may,” and similar expressions, or the negative of such words and expressions, are intended to identify forward-looking statements, although not all forward-looking statements contain such words or expressions. These forward-looking statements generally relate to our plans, objectives and expectations for future operations and are based upon management’s current estimates and projections of future results or trends. However, these statements are subject to a number of risks and uncertainties affecting our business. You should read this press release completely and with the understanding that actual future results may be materially different from what we expect as a result of these risks and uncertainties and other factors, which include, but are not limited to: (1) technological, structural and cyclical changes that could reduce the demand for the services we provide; (2) loss of key customers; (3) the uncertainty of the outcome of federal energy legislation; (4) the nature of our contracts, particularly our fixed-price contracts; (5) work hindrance due to inclement weather events; (6) the award of new contracts and the timing of the performance of those contracts; (7) project delays or cancellations; (8) the failure to meet schedule or performance requirements of our contracts; (9) the presence of competitors with greater financial resources and the impact of competitive products, services and pricing; (10) successful integration of acquisitions into our business; (11) close out of certain of our projects may or may not occur as anticipated or may be unfavorable to us; (12) the uncertainty of estimates made with respect to our contracts; (13) our ability to successfully negotiate an amendment of our credit agreement or other arrangements with our lenders; (14) our ability to retain and attract key management personnel and (15) other factors detailed from time to time in our other reports and filings with the Securities and Exchange Commission. Except as required by law, we do not intend to update forward-looking statements even though our situation may change in the future.

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