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): April 26, 2011
DAWSON GEOPHYSICAL COMPANY
(Exact name of registrant as specified in its charter)
| TEXAS (State of incorporation or organization) |
001-34404 (Commission file number) |
75-0970548 (I.R.S. employer identification number) |
| 508 W. WALL, SUITE 800 | ||
| MIDLAND, TEXAS (Address of principal executive offices) |
79701 (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):
| þ | 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 April 26, 2011, Dawson Geophysical Company (the “Company”) issued a press release
announcing that it plans to publicly release its financial results for the quarter ended March 31,
2011, the Company’s second quarter of fiscal 2011, before the market opens on Wednesday, May 4,
2011. In addition, the Company announced that an investors’ conference call to review the second
quarter results will be held on Wednesday, May 4, 2011, at 9:00 a.m. Central Time.
A copy of the press release is furnished as an exhibit to this Current Report. In accordance
with General Instruction B.2 of Form 8-K, the information set forth herein and in the press release
is deemed to be “furnished” and shall not be deemed to be “filed” for purposes of the Securities
Exchange Act of 1934, as amended (the “Exchange Act”).
| 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 April 26, 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: April 26, 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 April 26, 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 Issue Second Quarter 2011 Results and
Hold Investor Conference Call
Hold Investor Conference Call
MIDLAND, Texas, April 26, 2011/PRNewswire-FirstCall/ — — Dawson Geophysical Company (Nasdaq:
DWSN — News) announced today that it plans to publicly release financial results for its quarter
ended March 31, 2011, the Company’s second quarter of fiscal 2011, before the market opens on
Wednesday, May 4, 2011. An investor conference call to review the first quarter results will be
held on Wednesday, May 4, 2011, at 9:00 a.m. Central Time.
Date:
|
Wednesday, May 4, 2011 |
Time:
|
10:00 AM EDT 9:00 AM CDT 8:00 AM MDT 7:00 AM PDT |
Call:
|
(866) 322-9730 (US/Canada) and (706) 679-6054 (International) Passcode 63382943 |
Internet:
|
Live and rebroadcast over the internet, log onto http://www.dawson3d.com |
Replay:
|
Available through Friday, May 6, 2011, at (800) 642-1687 (US/Canada) and (706) 645-9291 (International), Passcode 63382943, and available for 30 days on the Company’s web site at http://www.dawson3d.com |
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.
As previously announced, on March 20, Dawson entered into a definitive merger agreement with TGC
Industries, Inc. whereby, subject to the terms and conditions set forth in such merger agreement,
Dawson will acquire TGC in a tax-free stock-for-stock transaction. Pursuant to the terms of the
merger agreement, at the effective time of the merger, TGC shareholders will receive 0.188 shares
of Dawson’s common stock for every one share of TGC stock, provided that the average of the volume
weighted average price of Dawson’s common stock on the NASDAQ during the ten consecutive trading
days ending on the second business day prior to the date of the shareholders’ meetings of Dawson
and TGC to be called for the purpose of approving the transaction is equal to or greater than
$32.54 but less than or equal to $52.54.
Safe Harbor Provisions
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 Dawson’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 Dawson’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.
Important Information For Investors and Shareholders
This communication does not constitute an offer to sell or the solicitation of an offer to buy any
securities or a solicitation of any vote or approval. The transactions contemplated by the merger
agreement between Dawson and TGC, including the proposed merger and the proposed issuance of Dawson
common stock in the merger, will, as applicable, be submitted to the shareholders of Dawson and TGC
for their consideration. Dawson will file with the Securities and Exchange Commission
(“SEC”) a registration statement on Form S-4 that will include a joint proxy statement of
Dawson and TGC that also constitutes a prospectus of Dawson. Dawson and TGC will mail the joint
proxy statement/prospectus to their respective shareholders. Dawson and TGC also plan to file
other documents with the SEC regarding the proposed transaction. INVESTORS AND SECURITY HOLDERS OF
DAWSON AND TGC ARE URGED TO READ THE JOINT PROXY STATEMENT/PROSPECTUS AND OTHER RELEVANT DOCUMENTS
THAT WILL BE FILED WITH THE SEC CAREFULLY AND IN THEIR ENTIRETY WHEN THEY BECOME AVAILABLE BECAUSE
THEY WILL CONTAIN IMPORTANT INFORMATION ABOUT THE PROPOSED TRANSACTION. Investors and shareholders
will be able to obtain free copies of the joint proxy statement/prospectus and other documents
containing important information about Dawson and TGC, once such documents are filed with the SEC,
through the website maintained by the SEC at www.sec.gov. Dawson and TGC make available
free of charge at www.dawson3d.com and www.tgcseismic.com, respectively (in the
“Investor Relations” section), copies of materials they file with, or furnish to, the SEC, or
investors and shareholders may contact Dawson at (432) 684-3000 or TGC at (972) 881-1099 or c/o
Dennard Rupp Gray & Easterly, LLC, at (713) 529-6600 to receive copies of documents that each
company files with or furnishes to the SEC.
Participants
in the Proxy Solicitation
Dawson, TGC, and certain of their respective directors and officers may be deemed to be
participants in the solicitation of proxies from the shareholders of Dawson and TGC in connection
with the proposed transactions. Information about the directors and officers of Dawson is set
forth in its proxy statement for its 2011 annual meeting of shareholders, which was filed with the
SEC on December 7, 2010. Information about the directors and officers of TGC is set forth in its
proxy statement for its 2010 annual meeting of shareholders, which was filed with the SEC on April
23, 2010. These documents can be obtained free of charge from the sources indicated above. Other
information regarding the participants in the proxy solicitation and a description of their direct
and indirect interests, by security holdings or otherwise, will be contained in the joint proxy
statement/prospectus and other relevant materials to be filed with the SEC when they become
available.
# # #
Source: Dawson Geophysical Company