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 7, 2012
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 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):
| ¨ | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| ¨ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| ¨ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| ¨ | 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 November 7, 2012, Dawson Geophysical Company (the “Company”) issued a press release announcing that it plans to publicly release its financial results for its fiscal year-end and the quarter ended September 30, 2012, the Company’s fourth quarter of fiscal 2012, before the market opens on Wednesday, November 14, 2012. In addition, the Company announced that an investors’ conference call to review the fourth quarter results will be held on Wednesday, November 14, 2012, 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 November 7, 2012. | ||||
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: November 7, 2012 |
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 November 7, 2012. | ||||
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 Issue Fourth Quarter 2012 Results and
Hold Investor Conference Call
MIDLAND, Texas, November 7, 2012/PRNewswire-ChorusCall/ — — Dawson Geophysical Company (NASDAQ: DWSN—News) announced today that it plans to publicly release financial results for its fiscal 2012 year-end and the quarter ended September 30, 2012, the Company’s fourth quarter of fiscal 2012, before the market opens on Wednesday, November 14, 2012. An investor conference call to review the fourth quarter results will be held on Wednesday, November 14, 2012, at 9:00 a.m. Central Time.
| Date: | Wednesday, November 14, 2012 | |
| Time: | 10:00 AM ET | |
| 9:00 AM CT | ||
| 8:00 AM MT | ||
| 7:00 AM PT | ||
| Call: | (877) 317-6789 (US/Canada) and (412) 317-6789 (International) Passcode 10021219 | |
| Internet: | Live and rebroadcast over the internet, log onto http://www.dawson3d.com | |
| Replay: | Available until Monday, November 19, 2012, at (877) 344-7529 (US/Canada) and (412) 317-0088 (International), Passcode 10021219, and available for 30 days on the Company’s web site at http://www.dawson3d.com | |
Dawson Geophysical Company is a 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.
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, 2011. 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.
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Source: Dawson Geophysical Company