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): February 18, 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 February 18, 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 Tuesday, February 22, in San Francisco, beginning at 9:40
a.m., Pacific 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 February 18, 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: February 18, 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 February 18, 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 |
 |
Dawson Geophysical to Present at EnerCom’s Oil & Services Conference IX™
MIDLAND, Texas, February 18, 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 & Services Conference TM IX hosted by EnerCom, Inc. on Tuesday,
February 22, in San Francisco, beginning at 9:40 a.m. Pacific 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=163301. 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 December 30, 2010, the first 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 February 7, 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, dependence upon energy industry spending, disruptions in the global economy, industry competition, delays, reductions or cancellations of service contracts, high fixed costs of operations, external factors affecting our crews such as weather interruptions and inability to obtain land access rights of way, whether we enter into turnkey or term contracts, crew productivity, limited number of customers, credit risk related to our customers, 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. 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 the volatility of oil and natural gas prices, dependence upon energy industry spending, disruptions in the global economy, industry competition, delays, reductions or cancellations of service contracts, high fixed costs of operations, external factors affecting our crews such as weather interruptions and inability to obtain land access rights of way, whether we enter into turnkey or term contracts, crew productivity, limited number of customers, credit risk related to our customers, 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. 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.