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): October 11, 2013
DAWSON GEOPHYSICAL COMPANY
(Exact name of registrant as specified in its charter)
| TEXAS | 001-34404 | 75-0970548 | ||
| (State or Other Jurisdiction of Incorporation or Organization) |
(Commission File Number) |
(I.R.S. Employer Identification No.) |
| 508 WEST 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 October 11, 2013, Dawson Geophysical Company (the “Company”) issued a press release announcing that it had placed an order with Geospace Technologies for 9,000 stations of its three-channel GSX wireless recording system. Delivery of the order is expected to occur in the Company’s first fiscal quarter of 2014 ending December 31, 2013.
The press release announcing the purchase 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” 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 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 |
DESCRIPTION | |||
| 99.1 | — | Press Release dated October 11, 2013. | ||
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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: October 11, 2013 | By: | /s/ Christina W. Hagan | ||||
| Christina W. Hagan | ||||||
| Executive Vice President, Secretary and | ||||||
| Chief Financial Officer | ||||||
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INDEX TO EXHIBITS
| EXHIBIT |
DESCRIPTION | |||
| 99.1 | — | Press Release dated October 11, 2013. | ||
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Exhibit 99.1
NEWS RELEASE
Dawson Geophysical Company
508 W. Wall, Suite 800
Midland, TX 79701
Company contact:
Stephen C. Jumper, CEO and President
Christina W. Hagan, Chief Financial Officer
(800) 332-9766
www.dawson3d.com
DAWSON GEOPHYSICAL ANNOUNCES PURCHASE
OF GSX MULTI-CHANNEL EQUIPMENT
MIDLAND, Texas, October 11, 2013/PR Newswire/ — Dawson Geophysical Company (NASDAQ:DWSN) today announced it has placed an order with Geospace Technologies for 9,000 stations of its three-channel GSX wireless recording system. The order includes sensors, batteries, trailers and accompanying system electronics. Delivery of the order is expected to occur in the Company’s first fiscal quarter of 2014 ending December 31, 2013.
Stephen Jumper, President and Chief Executive Officer said, “With the addition of these 9,000 stations of three-channel GSX and the 1,000 stations acquired in the fourth fiscal quarter of 2013, we will own 17,000 stations of multi-channel GSR/GSX wireless equipment. As previously announced, a portion of this equipment is anticipated to be deployed this winter season in Canada for several multi-channel projects, while the balance will remain in the U.S. to be deployed on a large multi-channel project in late fiscal first quarter 2014 and on subsequent microseismic applications. It is anticipated that this purchase will represent the largest item within our board-approved $35 million fiscal 2014 capital expenditure budget. Capital expenditures for fiscal 2013 were approximately $52 million.”
About Dawson
Dawson Geophysical Company is a leading provider of onshore seismic data acquisition services in the lower 48 states of the United States and Canada. 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, 2012. 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.