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): January 24, 2006

DAWSON GEOPHYSICAL COMPANY

(Exact name of Registrant as specified in its charter)

TEXAS		2-71058		75-0970548
(State of incorporation		(Commission file number)		(I.R.S. employer identification number)
or organization)

508 West Wall, Suite 800
Midland, Texas 79701
(Address of principal executive offices)

(432) 684-3000
(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 5.02 Departure of Directors or Principal Officers; Election of Directors; Appointment of Principal Officers.

     On January 24, 2006, the Board of Directors of Dawson Geophysical Company (the “Company”) appointed Stephen C. Jumper, currently the Company’s President and Chief Operating Officer, as President and Chief Executive Officer, effective as of January 25, 2006. The Board of Directors also appointed C. Ray Tobias, currently an Executive Vice President of the Company, as Chief Operating Officer, effective as of January 25, 2006. Effective as of January 25, 2006, L. Decker Dawson, the Company’s current Chief Executive Officer and Chairman of the Board of Directors, will step down as Chief Executive Officer, but will continue to serve as the Company’s Chairman of the Board of Directors.

     On January 25, the Company issued a press release discussing the above appointments, a copy of which is furnished herewith as Exhibit 99.1.

     Mr. Jumper, 44, a geophysicist, joined the Company in 1985, was elected Vice President of Technical Services in September 1997, and was subsequently elected President, Chief Operating Officer and Director in January 2001. Prior to 1997, Mr. Jumper served the Company as manager of technical services with an emphasis on 3-D processing. Mr. Jumper has served the Permian Basin Geophysical Society as Second Vice President (1991), First Vice President (1992), and as President (1993).

     Mr. Tobias, 48, joined the Company in 1990, and was elected Vice President in September 1997 and Executive Vice President and Director in January 2001. In his role as Executive Vice President, Mr. Tobias supervises client relationships and survey cost quotations to clients. He has served on the Board of Directors of the International Association of Geophysical Contractors and is Past President of the Permian Basin Geophysical Society. Prior to joining the Company, Mr. Tobias was employed by Geo-Search Corporation where he was an operations supervisor. Mr. Tobias left the Registrant’s Board of Directors in 2005 when the size of the Board was reduced.

Item 7.01 Regulation FD Disclosure.

     On January 25, 2006, the Company issued a press release announcing its intention to field an additional data acquisition crew, the results of the annual shareholders’ meeting and the appointment of certain officers of the Company. The Company hereby incorporates by reference into this Item 7.01 the information set forth in such press release, a copy of which 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.

(c)

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 not be deemed to be “filed” for purposes of Section 18 of the Exchange Act.

EXHIBIT
NUMBER				DESCRIPTION
99.1		—		Press release dated January 25, 2006.

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.

INDEX TO EXHIBITS

EXHIBIT
NUMBER				DESCRIPTION
99.1		—		Press release dated January 25, 2006.

Exhibit 99.1

Dawson Geophysical Company Announces Fielding of Additional Crew

MIDLAND, Texas, January 25, 2006/ PR Newswire/ — Dawson Geophysical Company (NASDAQ DWSN) today announced that its Board of Directors has approved the fielding of an additional data acquisition crew. The new crew is expected to commence operations in May, 2006. The Company’s Board of Directors has also approved an increase of $15,000,000 to the Company’s capital expenditure budget to cover the cost of equipping the new crew and to expand and update existing crews, bringing the Company’s approved capital expenditure budget for fiscal 2006 to $25,000,000. The additional crew will bring the Company’s total crew count to twelve.

In addition, the Board of Directors has named Stephen C. Jumper, Company President and Chief Operating Officer since 2001, as President and Chief Executive Officer effective today. Mr. Jumper’s career with Dawson spans 21 years, beginning as data processing geophysicist and advancing to Vice President of Technical Services. The Board has also named executive vice president C. Ray Tobias as Chief Operating Officer. L. Decker Dawson, our current Chief Executive Officer and Chairman of the Board of Directors, will step down as Chief Executive Officer, but will continue to serve as Chairman of the Board of Directors.

In yesterday’s annual stockholders meeting, shareholders re-elected members of the Board of Directors, voted to increase the Company’s authorized common stock from 10,000,000 to 50,000,000 and named KPMG LLP independent public accountants for the fiscal year ending September 30, 2006. Shareholders did not adopt a proposed increase in the Company’s 2004 incentive stock plan. The Company has no current plans to issue any of the newly authorized common stock.

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.

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, dependence upon energy industry spending, the volatility of oil and gas prices, weather interruptions, the ability to obtain land access rights of way and the availability of capital resources. 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, 2005. 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.