e8vk
 

 
 
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): November 27, 2007
DAWSON GEOPHYSICAL COMPANY
(Exact name of Registrant as specified in its charter)
         
TEXAS   0-10144   75-0970548
(State of incorporation or organization)   (Commission file number)   (I.R.S. employer identification number)
     
508 W. WALL, SUITE 800    
MIDLAND, TEXAS   79701
(Address of principal executive offices)   (Zip code)
Registrant’s telephone number, including area code: (432) 684-3000
(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 5.02.  
Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
(e)     On November 27, 2007, the Board of Directors of the Company, upon the recommendation of the Compensation Committee of the Board of Directors (the “Committee”) approved the payment of cash bonuses to certain of Dawson Geophysical Company’s (the “Company”) officers, including the Named Executive Officers. The bonuses, which were set by the Committee on March 27, 2007, were based on individual and overall Company performance in fiscal 2007 and were approved in the following respective amounts:
                     
 
  Name     Position     Bonus Amount    
  Stephen C. Jumper    
President, Chief Executive Officer and Director
    $ 40,000    
  Christina W. Hagan    
Executive Vice President, Secretary and Chief Financial Officer
    $ 30,000    
  C. Ray Tobias    
Executive Vice President, Chief Operating Officer
    $ 30,000    
  Howell W. Pardue    
Executive Vice President
    $ 30,000    
  Kermit S. Forsdick    
Vice President
    $ 30,000    
 
     Also on November 27, 2007, the Board of Directors of the Company, upon the recommendation of the Committee, confirmed the fiscal 2007 allocation of 5% of the Company’s pre-tax income for the Company’s Profit Sharing Plan (the “Plan”). Additionally, the Board of Directors of the Company, upon the recommendation of the Committee, preliminarily set the fiscal 2008 allocation for the Plan at 5% of the Company’s pre-tax income.
     Pursuant to the Plan, which is not a qualified plan under ERISA, the Company accrues 5% of pretax net income each month during a fiscal year as a pool of funds to be allocated to all employees, including the Company’s executive officers, that contributed to the success of the fiscal year. Employees that were hired no later than August 31st of the fiscal year are included in the allocation of the funds that are paid mid-December. Participating employees must be employed with the Company on the date of payment in order to receive a payment under the Plan. The allocation of funds is based on a formula of period of service, annual salary and position.
     A description of the Plan is included as Exhibit 10.1 to this Current Report on Form 8-K and is incorporated herein by reference.
     
Item 9.01.  
Financial Statements and Exhibits.
 
(d)  
Exhibits
         
Exhibit Number   Description
  10.1    
Description of Profit Sharing Plan

 


 

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: December 3, 2007  By:   /s/ Christina W. Hagan   
    Christina W. Hagan   
    Executive Vice President, Secretary and Chief Financial Officer   
 

 


 

INDEX TO EXHIBITS
         
Exhibit Number   Description
  10.1    
Description of Profit Sharing Plan

 

exv10w1
 

Exhibit 10.1
Description of Profit Sharing Plan
     Pursuant to the Profit Sharing Plan (the “Plan”), which is not a qualified plan under ERISA, Dawson Geophysical Company (the “Company”) accrues 5% of pretax net income each month during a fiscal year as a pool of funds to be allocated to all employees, including the Company’s executive officers, that contributed to the success of the fiscal year. Employees that were hired no later than August 31st of the fiscal year are included in the allocation of the funds that are paid mid-December. Participating employees must be employed with the Company on the date of payment in order to receive a payment under the Plan. The allocation of funds is based on a formula of period of service, annual salary and position.