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): March 2, 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 March 2, 2012, Dawson Geophysical Company (the “Company”) announced that Stephen Jumper, its President and Chief Executive Officer, is scheduled to present at the Raymond James 33rd Annual Institutional Investors Conference on Wednesday, March 7 in Orlando, beginning at 8:05 a.m. Eastern Time. The presentation will be webcast live on the Company’s web site and may be accessed at www.dawson3d.com. Replay of the webcast will be available on the Company’s web site for 7 days following the event. The information contained on the Company’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 March 2, 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: March 2, 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 March 2, 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 Present at the Raymond James 33rd Annual Institutional Investors Conference
MIDLAND, Texas, March 2, 2012/PRNewswire-FirstCall/—Stephen Jumper, President and Chief Executive Officer of Dawson Geophysical Company (NASDAQ: DWSN — News) (the “Company”), is scheduled to present at the Raymond James 33rd Annual Institutional Investors Conference on Wednesday, March 7, in Orlando, beginning at 8:05 a.m. Eastern 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 7 days. The live presentation will also be available and archived for 7 days at http://www.wsw.com/webcast/rj72/dwsn/.
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 31, 2011, the first quarter of the Company’s 2012 fiscal year, furnished as Exhibit 99.1 to the Company’s Current Report on Form 8-K filed on February 1, 2012, which is available on the Company’s web site.
About Dawson Geophysical Company
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.
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, 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.