UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
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
Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934
Date of report (date of earliest event reported): March 7, 2008
DAWSON GEOPHYSICAL COMPANY
(Exact name of Registrant as specified in its charter)
| TEXAS (State of incorporation or organization) |
0-10144 (Commission file number) |
75-0970548 (I.R.S. employer identification number) |
508 West Wall, Suite 800
Midland, Texas 79701
(Address of principal executive offices)
Midland, Texas 79701
(Address of principal executive offices)
(432) 684-3000
(Registrant’s telephone number, including area code)
(Registrant’s telephone number, including area code)
(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):
| 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 7.01. | Regulation FD Disclosure. |
On March 7, 2008, Dawson Geophysical Company (the “Registrant”) announced that Stephen Jumper,
its President and Chief Executive Officer, is scheduled to present at the Dahlman Rose & Co., LLC
Energy Supply Chain Conference on Wednesday, March 12, in New York, beginning at 9:30 a.m.
Eastern time and on
Thursday, March 13, in Boston, beginning at 11:30 a.m.
Eastern time. The presentations will be webcast live on the
Registrant’s web site and may be accessed at www.dawson3d.com by clicking on the Investor
Relations link. Replay of the webcasts will be available on the Registrant’s web site for 30 days
following the events. The live presentations will also be
available and archived for 30 days at
http://www.wsn.com/webcast/dahlman/dwsn. A copy of the presentation materials may be accessed at
www.dawson3d.com by clicking on the Investor Relations link or by contacting the
Registrant’s executive offices at 1-800-332-9766. The information contained on the Registrant’s
web site is not incorporated by reference herein.
The press release announcing the presentation is furnished as Exhibit 99.1 to this Current
Report. Pursuant to the rules and regulations of the Securities and Exchange Commission, such
exhibit and the information set forth therein and herein are deemed to be furnished and shall not
be deemed to be “filed” under the Securities Act of 1934.
| Item 9.01. | Financial Statements and Exhibits. |
(d) Exhibits.
In accordance with General Instruction B.2 of Form 8-K, the information set forth in
the attached Exhibit 99.1 is deemed to be “furnished” and shall not be deemed to be “filed” for
purposes of Section 18 of the Exchange Act.
| EXHIBIT | ||
| NUMBER | DESCRIPTION | |
99.1
|
— | Press release dated March 7, 2008. |
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.
| DAWSON GEOPHYSICAL COMPANY |
||||
| Date: March 7, 2008 | By: | /s/ Christina W. Hagan | ||
| Christina W. Hagan | ||||
| Chief Financial Officer | ||||
INDEX TO EXHIBITS
| EXHIBIT | ||
| NUMBER | DESCRIPTION | |
99.1
|
— | Press release dated March 7, 2008. |
Exhibit 99.1
DAWSON GEOPHYSICAL TO PRESENT AT DAHLMAN ROSE & COMPANY ENERGY SUPPLY CHAIN CONFERENCE
MIDLAND, Texas, March 7/ PRNewswire-FirstCall/- Stephen Jumper, President and Chief Executive
Officer of Dawson Geophysical Company (NASDAQ: DWSN) (the “Company”) is scheduled to present at the
Energy Supply Chain Conference hosted by Dahlman Rose & Co. on Wednesday, March 12, beginning at
9:30 a.m. Eastern time in New York, and Thursday, March 13, beginning at 11:30 a.m. Eastern time in
Boston. A live webcast of both presentations can be accessed at http://www.dawson3d.com and
will be archived on the Company’s web site for 30 days. The
live presentations will also be
available and archived for 30 days at
http://www.wsn.com/webcast/dahlman/dwsn/. During these
presentations, Mr. Jumper will make references to EBITDA, which is a non-GAAP financial measure. A
reconciliation of this non-GAAP measure to the applicable GAAP measure can be found in the
Company’s earnings release for first quarter 2008, furnished as Exhibit 99.1 to the Company’s
Current Report on Form 8-K filed on February 6, 2008, which is
available on the Company’s web site.
About Dawson Geophysical Company
Dawson Geophysical Company is the leading provider of U.S. onshore seismic data acquisition services as measured by the number of active data acquisition crews. Founded in 1952, Dawson acquires and processes 2-D, 3-D, and multi-component seismic data solely for its clients, ranging from major oil and gas companies to independent oil and gas operators as well as providers of multi-client data libraries.
Dawson Geophysical Company is the leading provider of U.S. onshore seismic data acquisition services as measured by the number of active data acquisition crews. Founded in 1952, Dawson acquires and processes 2-D, 3-D, and multi-component seismic data solely for its clients, ranging from major oil and gas companies to independent oil and gas operators as well as providers of multi-client data libraries.
Forward-Looking Statements
In accordance with the Safe Harbor provisions of the Private Securities Litigation Reform Act of 1995, Dawson Geophysical Company cautions that statements in this press release which are forward-looking and which provide other than historical information involve risks and uncertainties that may materially affect the Company’s actual results of operations. These risks include, but are not limited to, dependence upon energy industry spending, the volatility of oil and gas prices, high fixed cost of operations, weather interruptions, the ability to obtain land access rights of way, industry competition, the ability to manage growth, and the availability of capital resources. A discussion of these and other factors, including risks and uncertainties, is set forth in the Company’s Form 10-K for the fiscal year ended September 30, 2007. Dawson Geophysical Company disclaims any intention or obligation to revise any forward-looking statements, whether as a result of new information, future events, or otherwise.
In accordance with the Safe Harbor provisions of the Private Securities Litigation Reform Act of 1995, Dawson Geophysical Company cautions that statements in this press release which are forward-looking and which provide other than historical information involve risks and uncertainties that may materially affect the Company’s actual results of operations. These risks include, but are not limited to, dependence upon energy industry spending, the volatility of oil and gas prices, high fixed cost of operations, weather interruptions, the ability to obtain land access rights of way, industry competition, the ability to manage growth, and the availability of capital resources. A discussion of these and other factors, including risks and uncertainties, is set forth in the Company’s Form 10-K for the fiscal year ended September 30, 2007. Dawson Geophysical Company disclaims any intention or obligation to revise any forward-looking statements, whether as a result of new information, future events, or otherwise.