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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): May 25, 2004
DAWSON GEOPHYSICAL COMPANY
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(Exact name of registrant as specified in its charter)
TEXAS 2-71058 75-0970548
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(State of Incorporation) (Commission File Number) (IRS Employer
Identification No.)
508 W WALL, SUITE 800
MIDLAND, TX 79701
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(Address of Principle Executive Officers)
432/684-3000
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(Registrant's telephone number, including area code)
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(Former name or former address, if changed since last report)
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ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS
(c) Exhibits
14 - Code of Business Conduct and Ethics
ITEM 10. AMENDMENTS/WAIVERS TO THE REGISTRANT'S CODE OF ETHICS
On May 17, 2004 the Board of Directors of the Company adopted the Dawson
Geophysical Company Code of Business Conduct and Ethics. This Code represents
both the code of ethics for the principal executive officer, principal financial
officer, and principal accounting officer under Securities and Exchange
Commission rules and the code of business conduct and ethics for directors,
officers and employees under National Association of Securities Dealers
Automated Quotation listing standards. The Code applies to all directors,
officers, and employees. A copy of the Code is filed as exhibit 14.
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SIGNATURE
Pursuant to the requirements of the Securities and Exchange Act of 1934, the
registrant duly caused this report to be signed by the undersigned hereunto duly
authorized.
Date: May 25, 2004 DAWSON GEOPHYSICAL COMPANY
By: /s/ L. Decker Dawson
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L. Decker Dawson
CHIEF EXECUTIVE OFFICER
By: /s/ Christina W. Hagan
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Christina W. Hagan
CHIEF FINANCIAL OFFICER
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EXHIBIT INDEX
EXHIBIT NO. EXHIBIT
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14 Code of Business Conduct and Ethics
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DAWSON GEOPHYSICAL COMPANY
CODE OF BUSINESS CONDUCT AND ETHICS
I. INTRODUCTION
II. COMPLIANCE WITH LAWS, RULES AND REGULATIONS
III. CONFLICTS OF INTEREST
IV. INSIDER TRADING
V. RECORD-KEEPING AND QUESTIONABLE ACCOUNTING OR AUDITING MATTERS
VI. CORPORATE OPPORTUNITIES
VII. CONFIDENTIALITY
VIII. COMPETITION AND FAIR DEALING
IX. PROTECTION AND PROPER USE OF COMPANY ASSETS
X. REPORTING ANY ILLEGAL OR UNETHICAL BEHAVIOR
XI. NO RETALIATION
XII. DISCIPLINE
XIII. WAIVERS OR CHANGES OF THE CODE OF BUSINESS CONDUCT AND ETHICS
XIV. ADMINISTRATION
APPENDIX: CERTIFICATION
I. INTRODUCTION
This Code of Business Conduct and Ethics ("Code") of Dawson
Geophysical Company ("Company") covers a wide range of business
practices and procedures. The Code represents both the code of
ethics for the principal executive officer, principal financial
officer, and principal accounting officer under Securities and
Exchange Commission ("SEC") rules and the code of business conduct
and ethics for directors, officers and employees under National
Association of Securities Dealers Automated Quotation ("NASDAQ")
listing standards. The Code applies to ALL directors, officers, and
employees. It does not cover every issue that may arise, but it sets
out guidelines as no set of rules can cover every business
situation. Every employee, officer and director of the Company must
conduct himself or herself according to this Code and seek to avoid
even the appearance of improper behavior.
If a law conflicts with a policy in this Code, you will obey the
law; however, if a local custom or policy conflicts with this Code,
you will comply with this Code. If you have any questions, concerns,
or are unsure about how to interpret this Code, you should ask your
supervisor or the Compliance Representative for their advice on how
to handle the situation.
II. COMPLIANCE WITH LAWS, RULES AND REGULATIONS
Directors, officers, and employees will obey the applicable laws,
rules and regulations of the United States and those states,
counties, cities and jurisdictions in which the Company conducts its
business and to which the Company, director, officer or employee are
subject. The Code does not summarize all such laws, rules and
regulations, but rather you should seek advice from your supervisor,
the Company's Compliance Representative, or other appropriate
personnel.
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III. CONFLICTS OF INTEREST
Directors, officers, and employees must avoid situations that
involve, or could appear to involve, "conflicts of interest" with
regard to the Company's interest. Exceptions may only be made after
review of fully disclosed information and approval of specific or
general categories by senior management (in the case of employees)
or the Board (in the case of officers or directors).
A "conflict of interest" exists when a person's private interest
interferes in any way with the interests of the Company. Conflicts
of interest generally interfere with the person's effective and
objective performance of their duties or responsibilities to the
Company. Although there are many examples of conflicts of interest,
some of the more common ones are discussed. Conflicts of interest
occur when a director, officer or employee of members of their
immediate family, receive improper personal benefits because of
their position with the Company. Loans to, or guarantees of
obligations of directors, officers, employees or their immediate
family members also create conflicts of interest. Another common
conflict of interest occurs when the director, officer, employee or
their immediate family members use Company property or confidential
information.
Since conflicts of interest are not always clear-cut, or if you have
questions or concerns, you may consult with the Compliance
Representative. If you become aware of a conflict or potential
conflict of interest, bring it to the attention of your supervisor
or other appropriate personnel and follow the policies in Section X.
Reporting any Illegal or Unethical Behavior.
IV. INSIDER TRADING
Directors, officers, and employees with knowledge of material
non-public information about the Company are prohibited from buying,
selling or otherwise trading the Company's securities, whether or
not they are using or relying on the non-public information.
Directors, officers, and employees may not share or provide "tips"
to others by providing such information about the Company. If you
are uncertain about whether you have material non-public information
about the Company, you should consult the Company's General Counsel
or the Compliance Representative before trading in the Company's
securities.
V. RECORD-KEEPING AND QUESTIONABLE ACCOUNTING OR AUDITING MATTERS
The Company needs honest and accurate recording and reporting of
information in order to make reasonable business decisions.
Financial information should be recorded promptly and accurately to
ensure timely and accurate reporting of financial information. The
Company seeks to have every business record accurate, complete and
reliable. Directors, officers, and employees are responsible to
report to the Company any concerns regarding questionable accounting
or auditing matters that come to their attention.
Senior accounting personnel and, where applicable, all other
directors, officers and employees should take such actions as are
necessary to ensure that in all material respects the Company's
books and records contain no false or misleading entries, the
Company's business transactions are properly authorized and recorded
completely and accurately in accordance with generally accepted
accounting principles (GAAP), the documents the Company files with
the SEC or makes available to the public contain full, fair,
accurate, timely and understandable
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disclosures relating to the Company. False, misleading, inaccurate
or incomplete information may be illegal in some cases, but it
hampers the Company's ability to make reasonable business decisions.
VI. CORPORATE OPPORTUNITIES
Directors, officers, and employees owe a duty to the Company to
advance its legitimate interests when the opportunity to do so
arises. They are expected to not take for themselves personally
opportunities that are discovered through the use of Company
property, information or position. They are also prohibited from
using Company property, information or position for improper
personal gain.
VII. CONFIDENTIALITY
Directors, officers, and employees are expected to maintain the
confidentiality of information entrusted to them by the Company, its
suppliers, or customers, except when disclosure is either expressly
authorized by the Company or required by law. Confidential
information includes, but is not limited to, non-public information
that might be of use to competitors of the Company or be harmful to
the Company, its suppliers or customers, if disclosed. Confidential
information may consist of financial information, forecasts,
analyses, offers and proposals for acquisitions, dispositions,
leases, other transactions and the related appraisals, studies and
documents. If you have questions or concerns regarding whether the
information is considered confidential information, you should
contact or consult with the General Counsel of the Company.
Directors, officers and employees retain the duty to keep Company
information confidential after termination of employment or other
relationship with the Company. The Company will pursue all legal
remedies available at law or in equity to prevent any former
employee, officer or director from using Company confidential
information.
VIII. COMPETITION AND FAIR DEALING
The Company will compete fairly and honestly and gain competitive
advantages through superior performance, not unethical or illegal
business practices. Directors, officers, and employees should
respect the rights of and deal fairly with the Company's customers,
suppliers, competitors, and employees. Directors, officers, and
employees are expected to avoid taking unfair advantage of anyone
through manipulation, concealment, abuse of privileged or
confidential information, misrepresentation of material facts or
other unfair practices.
IX. PROTECTION AND PROPER USE OF COMPANY ASSETS
Directors, officers, and employees are expected to protect the
Company's assets and ensure their efficient use. Company assets
should be used for legitimate business purposes only, however
incidental personal use may be permitted. Theft, fraud, waste and
misuse of Company assets have a direct impact on the Company's
profits. Suspected instances of fraud or theft should be reported
immediately for investigation.
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The duty to safeguard Company assets extends to the Company's
proprietary information. Proprietary information includes
intellectual property such as trade secrets, patents, trademarks,
and copyrights, as well as business, marketing and service plans,
engineering and manufacturing ideas, designs, databases, records,
salary information and any unpublished financial data and reports.
Unauthorized use or distribution of this information would violate
this Code, could be illegal, and may result in civil liability
and/or criminal prosecution.
X. REPORTING ANY ILLEGAL OR UNETHICAL BEHAVIOR
If you believe that actions that violate this Code have taken place,
are currently taking place, or are about to take place, you must
bring the matter to the attention of the Company. You are encouraged
to communicate with supervisors or other appropriate personnel about
observed illegal or unethical behavior. Any supervisor who receives
a report of a past, current or pending violation must report it
immediately to the General Counsel.
In reporting the violation, the Company prefers you identify
yourself to facilitate the investigation, however, you may remain
anonymous. The Company will use all reasonable efforts to preserve
such anonymity or confidentiality of the person who reports the
potential misconduct. The Company will also use all reasonable
efforts to preserve the anonymity of the person about or against
whom an allegation is brought, unless and until it is determined
that a violation has occurred. Any person involved in any
investigation in any capacity will not discuss or disclose any
information to anyone outside the investigation unless required by
law or when seeking their own legal counsel. If required by law, the
person will cooperate fully.
Any use of these reporting procedures in bad faith or in a false or
frivolous manner will be considered a violation of this Code.
XI. NO RETALIATION
Any retaliation, for reports of misconduct by others, made in good
faith by a director, officer, or employee will not be tolerated. Any
director, officer, or employee who engages in retaliation is subject
to discipline, up to and including discharge from the Company and
where appropriate, civil liability and/or criminal prosecution.
XII. DISCIPLINE
The Company expects directors, officers and employees to adhere to
this Code in carrying out their duties or responsibilities for the
Company. Those who violate the policies in this Code will be subject
to disciplinary action, up to and including a discharge from the
Company, and where appropriate, civil liability and/or criminal
prosecution. If you are in a situation that you believe may violate
the Code, you should follow the policies in Section X. Reporting any
Illegal or Unethical Behavior.
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XIII. WAIVERS OR CHANGES OF THE CODE OF BUSINESS CONDUCT AND ETHICS
Only the Board or a Board committee may make waivers of this Code
after full disclosure of relevant information by the parties
involved. Should a waiver occur for an officer or director, it will
be promptly disclosed as required by law or regulation. Any changes
to this Code will also be promptly disclosed as required by law or
regulation.
XIV. ADMINISTRATION
The Board will help ensure this Code is properly administered. The
Board or a Board committee will be responsible for the annual review
of the procedures in place to implement this Code. Any changes to
this Code requires Board approval and will be promptly disclosed as
required by law or regulation.
All officers and supervisors are responsible for reviewing this Code
with their employees and ensuring that they have signed the attached
certification. Officers also have a duty to help ensure compliance
with this Code through the review of practices and procedures in
place to facilitate compliance with this Code.
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Appendix:
CERTIFICATION
I hereby acknowledge that I have read the Code of Business Conduct and Ethics
for Dawson Geophysical Company, have become familiar with its contents and will
comply with its terms. Any violations of which I am aware are noted below.
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Name (please print)
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Signature
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Date
Please describe any violations, exceptions or comments below:
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