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): August 12, 2011
DAWSON GEOPHYSICAL COMPANY
(Exact name of Registrant as specified in its charter)
| TEXAS | 001-34404 | 75-0970548 | ||
| (State of incorporation or organization) |
(Commission file number) | (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 August 12, 2011, Dawson Geophysical Company (the “Registrant”) announced that Stephen
Jumper, its President and Chief Executive Officer, is scheduled to present at The Oil & Gas
Conference hosted by EnerCom, Inc. on Monday, August 15, in Denver, beginning at 9:15 a.m.,
Mountain Time. The presentation 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
webcast will be available on the Registrant’s web site for 30 days following the event. 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 August 12, 2011. |
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: August 12, 2011 | By: | /s/ Christina W. Hagan | ||
| Christina W. Hagan | ||||
| Executive Vice President, Secretary and Chief Financial Officer |
||||
INDEX TO EXHIBITS
| EXHIBIT | ||||
| NUMBER | DESCRIPTION | |||
| 99.1 | — | Press
release dated August 12, 2011. |
Exhibit 99.1
NEWS RELEASE Dawson Geophysical Company 508 W. Wall, Suite 800 Midland, TX 79701 |
 |
Company contact:
Christina W. Hagan
Chief Financial Officer
(800) 332-9766
www.dawson3d.com
Christina W. Hagan
Chief Financial Officer
(800) 332-9766
www.dawson3d.com
Dawson Geophysical to Present at EnerCom’s 2011 Oil & Gas Conference
MIDLAND,
Texas, August 12, 2011/PRNewswire-FirstCall/—Stephen Jumper, President and Chief
Executive Officer of Dawson Geophysical Company (NASDAQ: DWSN — News) (the “Company”), is
scheduled to present at The Oil & Gas Conference hosted by EnerCom, Inc. on Monday, August 15, in
Denver, beginning at 9:15 a.m. Mountain Time. A live webcast of Mr. Jumper’s presentation can be
accessed at http://www.dawson3d.com and will be archived on the Company’s web site for 30
days. The live presentation will also be available and archived for 30 days at
http://www.investorcalendar.com/CEPage.asp?ID=161138. A copy of the presentation materials
may be accessed at www.dawson3d.com by clicking on the Investor Relations link or by
contacting the Company’s executive offices at 1-800-332-9766.
During his presentation, 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 the quarter ended June 30, 2011, the third quarter of the
Company’s 2011 fiscal year, furnished as Exhibit 99.1 to the Company’s Current Report on Form 8-K
filed on July 26, 2011, 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, the volatility of oil and natural gas prices, disruptions in the global economy, dependence upon energy industry spending, cancellations of service contracts, high fixed costs of operations, weather interruptions, inability to obtain land access rights of way, industry competition, limited number of customers, credit risk related to our customers, asset impairments, the availability of capital resources and operational disruptions. 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, 2010. The Company is also subject to risks related to the proposed transaction with TGC Industries, Inc., including risks related to the possibility that the transaction does not close. A discussion of risks and uncertainties related to the proposed transaction is set forth in a registration statement on Form S-4, including the proxy statement/ prospectus contained therein, that relates to the proposed transaction and which was filed by the Company with the Securities and Exchange Commission on June 10, 2011 and amended on July 20, 2011 and August 8, 2011. The 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, the volatility of oil and natural gas prices, disruptions in the global economy, dependence upon energy industry spending, cancellations of service contracts, high fixed costs of operations, weather interruptions, inability to obtain land access rights of way, industry competition, limited number of customers, credit risk related to our customers, asset impairments, the availability of capital resources and operational disruptions. 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, 2010. The Company is also subject to risks related to the proposed transaction with TGC Industries, Inc., including risks related to the possibility that the transaction does not close. A discussion of risks and uncertainties related to the proposed transaction is set forth in a registration statement on Form S-4, including the proxy statement/ prospectus contained therein, that relates to the proposed transaction and which was filed by the Company with the Securities and Exchange Commission on June 10, 2011 and amended on July 20, 2011 and August 8, 2011. The Company disclaims any intention or obligation to revise any forward-looking statements, whether as a result of new information, future events or otherwise.