================================================================================
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 14A
(RULE 14a-101)
INFORMATION REQUIRED IN PROXY STATEMENT
SCHEDULE 14A INFORMATION
PROXY STATEMENT PURSUANT TO SECTION 14(a) OF THE SECURITIES
EXCHANGE ACT OF 1934 (AMENDMENT NO. )
Filed by the Registrant [X]
Filed by a Party other than the Registrant [ ]
Check the appropriate box:
[ ] Preliminary Proxy Statement [ ] Confidential, for Use of the
Commission Only (as permitted by
Rule 14a-6(e)(2))
[X] Definitive Proxy Statement
[ ] Definitive Additional Materials
[ ] Soliciting Material Pursuant to Rule 14a-12
Dawson Geophysical Company
--------------------------------------------------------------------------------
(Name of Registrant as Specified In Its Charter)
--------------------------------------------------------------------------------
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
Payment of Filing Fee (Check the appropriate box):
[X] No fee required.
[ ] Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11.
(1) Title of each class of securities to which transaction applies:
-----------------------------------------------------------------------
(2) Aggregate number of securities to which transaction applies:
-----------------------------------------------------------------------
(3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11 (set forth the amount on which the
filing fee is calculated and state how it was determined):
-----------------------------------------------------------------------
(4) Proposed maximum aggregate value of transaction:
-----------------------------------------------------------------------
(5) Total fee paid:
-----------------------------------------------------------------------
[ ] Fee paid previously with preliminary materials.
[ ] Check box if any part of the fee is offset as provided by Exchange Act
Rule 0-11(a)(2) and identify the filing for which the offsetting fee was
paid previously. Identify the previous filing by registration statement
number, or the Form or Schedule and the date of its filing.
(1) Amount Previously Paid:
-----------------------------------------------------------------------
(2) Form, Schedule or Registration Statement No.:
-----------------------------------------------------------------------
(3) Filing Party:
-----------------------------------------------------------------------
(4) Date Filed:
-----------------------------------------------------------------------
================================================================================
DAWSON GEOPHYSICAL COMPANY
508 WEST WALL, SUITE 800
MIDLAND, TX 79701
432-684-3000
NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
TO BE HELD JANUARY 27, 2004
TO THE STOCKHOLDERS
Notice is hereby given that the Annual Meeting of the Stockholders of
Dawson Geophysical Company will be held at the Petroleum Club of Midland, 501
West Wall, Midland, Texas 79701 at 10:00 a.m. on January 27, 2004 for the
following purposes:
1. Electing Directors of the Company;
2. Considering and voting upon the proposal to approve the Dawson
Geophysical Company 2004 Incentive Stock Plan;
3. Considering and voting upon a proposal to appoint KPMG LLP as
independent public accountants of the Company for the fiscal year
ending September 30, 2004; and
4. Considering all other matters as may properly come before the
meeting.
The Board of Directors has fixed the close of business on November 28,
2003, as the record date for the determination of stockholders entitled to
notice of and to vote at the meeting and at any adjournment or adjournments
thereof.
DATED this 28th day of November, 2003.
BY ORDER OF THE BOARD OF DIRECTORS
Christina W. Hagan, Secretary
IMPORTANT
WHETHER OR NOT YOU EXPECT TO ATTEND THE MEETING, YOU ARE URGED TO EXECUTE THE
ACCOMPANYING PROXY CARD, WHICH REQUIRES NO POSTAGE, AND RETURN IT PROMPTLY. ANY
STOCKHOLDER GRANTING A PROXY MAY REVOKE SAME AT ANY TIME PRIOR TO ITS EXERCISE.
ALSO, WHETHER OR NOT YOU GRANT A PROXY, YOU MAY VOTE IN PERSON IF YOU ATTEND THE
MEETING.
DAWSON GEOPHYSICAL COMPANY
508 WEST WALL, SUITE 800
MIDLAND, TEXAS 79701
PROXY STATEMENT
ANNUAL MEETING OF STOCKHOLDERS
TO BE HELD TUESDAY, JANUARY 27, 2004
SOLICITATION OF PROXY
The accompanying proxy is solicited on behalf of the Board of Directors
of Dawson Geophysical Company (the "Company") for use at the Annual Meeting of
Stockholders of the Company to be held on Tuesday, January 27, 2004, and at any
adjournment or adjournments thereof. In addition to the use of the mails,
proxies may be solicited by personal interview, telephone and telegraph by
officers, directors and other employees of the Company, who will not receive
additional compensation for such services. The Company may also request
brokerage houses, nominees, custodians and fiduciaries to forward the soliciting
material to the beneficial owners of stock held of record and will reimburse
such persons for forwarding such material. The Company will bear the cost of
this solicitation of proxies. Such costs are expected to be nominal. Proxy
solicitation will commence with the mailing of this Proxy Statement on or about
December 4, 2003.
Any stockholder giving a proxy has the power to revoke the same at any
time prior to its exercise by executing a subsequent proxy or by written notice
to the Secretary of the Company or by attending the meeting and withdrawing the
proxy.
PURPOSE OF MEETING
As stated in the Notice of Annual Meeting of Stockholders accompanying
this Proxy Statement, the business to be conducted and the matters to be
considered and acted upon at the annual meeting are as follows:
1. Electing Directors of the Company;
2. Considering and voting upon a proposal to approve the Dawson
Geophysical 2004 Incentive Stock Plan;
3. Considering and voting upon a proposal to appoint KPMG LLP as
independent public accountants of the Company for the fiscal year
ending September 30, 2004; and
4. Considering all other matters as may properly come before the
meeting.
VOTING RIGHTS
The voting securities of the Company consist solely of common stock,
par value $0.33 1/3 per share ("Common Stock").
The record date for stockholders entitled to notice of and to vote at
the meeting is the close of business on November 28, 2003, at which time the
Company had outstanding and entitled to vote at the meeting 5,487,794 shares of
Common Stock. Stockholders are entitled to one vote, in person or by proxy, for
each share of Common Stock held in their name on the record date.
Stockholders representing a majority of the Common Stock outstanding
and entitled to vote must be present or represented by proxy to constitute a
quorum.
The election of directors will require the affirmative vote of a
majority of the Common Stock present or represented by proxy at the meeting and
entitled to vote thereon. Cumulative voting for directors is not authorized.
If the enclosed Proxy is properly executed and returned prior to the
Annual Meeting, the shares represented thereby will be voted as specified
therein. IF A SHAREHOLDER DOES NOT SPECIFY OTHERWISE ON THE RETURNED PROXY, THE
SHARES REPRESENTED BY THE SHAREHOLDER'S PROXY WILL BE VOTED FOR THE ELECTION OF
THE NOMINEES LISTED BELOW UNDER "ELECTION OF DIRECTORS", FOR APPROVAL OF THE
MINUTES OF THE 2003 ANNUAL MEETING OF SHAREHOLDERS, FOR THE APPOINTMENT OF KPMG
LLP, FOR THE 2004 INCENTIVE STOCK PLAN AND ON SUCH OTHER BUSINESS AS MAY
PROPERLY COME BEFORE THE ANNUAL MEETING OR ANY ADJOURNMENTS THEREOF.
1
ELECTION OF DIRECTORS
At the Annual Meeting to be held on January 27, 2004, nine persons are
to be elected to serve on the Board of Directors for a term of one year and
until their successors are duly elected and qualified. All of the current
Directors have announced that they are available for election to the Board of
Directors. The Company's nominees for the nine directorships are:
Paul H. Brown Matthew P. Murphy
Calvin J. Clements Howell W. Pardue
L. Decker Dawson Tim C. Thompson
Gary M. Hoover C. Ray Tobias
Stephen C. Jumper
For information about each nominee, see "Directors and Executive Officers."
DIRECTORS AND EXECUTIVE OFFICERS
The Board of Directors currently consists of four persons who are
employees of the Company and five persons who are not employees of the Company
(i.e., outside directors). Set forth below are the names, ages and positions of
the Company's Directors and executive officers as of November 28, 2003.
NAME AGE POSITION
---- --- --------
L. Decker Dawson 83 Chairman of the Board of
Directors, Chief Executive
Officer
Stephen C. Jumper 42 President, Chief Operating
Officer and Director
Howell W. Pardue 67 Executive Vice President,
Director
C. Ray Tobias 46 Executive Vice President,
Director
Christina W. Hagan 48 Senior Vice President, Secretary
Chief Financial Officer
Edward L. Huff 66 Vice President
Frank D. Brown 48 Vice President
K.S. Forsdick 52 Vice President
Paul H. Brown 72 Director
Calvin J. Clements 82 Director
Gary M. Hoover,Ph.D. 63 Director
Matthew P. Murphy 73 Director
Tim C. Thompson 69 Director
The Board of Directors elects executive officers annually. Executive
officers hold office until their successors are elected and have qualified.
Set forth below are descriptions of the principal occupations during at
least the past five years of the Company's directors and executive officers.
L. DECKER DAWSON. Mr. Dawson founded the Company in 1952. He served as
President of the Company until being elected as Chairman of the Board of
Directors and Chief Executive Officer in January, 2001. Prior thereto, Mr.
Dawson was a geophysicist with Republic Exploration Company, a geophysical
company. Mr. Dawson served as President of the Society of Exploration
Geophysicists (1989-1990), received its Enterprise Award in 1997, and was
awarded honorary membership in 2002. He was Chairman of the Board of Directors
of the International Association of Geophysical Contractors (1981). He is an
honorary life member of such association. He was inducted into the Permian Basin
Petroleum Museum's Hall of Fame in 1997.
STEPHEN C. JUMPER. Mr. Jumper, a geophysicist, joined the Company in
1985, was elected Vice President in September 1997, and 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).
HOWELL W. PARDUE. Mr. Pardue joined the Company in 1975 and has served
in his present positions since that time. Prior thereto, Mr. Pardue was employed
in data processing for 17 years by Geosource, Inc. and its predecessor
geophysical company.
C. RAY TOBIAS. Mr. Tobias joined the Company in 1990, and was elected
Vice President in September 1997 and Executive Vice President and Director in
January, 2001. 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.
2
CHRISTINA W. HAGAN. Ms. Hagan joined the Company in 1988, and was
elected Chief Financial Officer and Vice President in 1997 and Senior Vice
President and Secretary in January, 2003. Prior thereto, Ms. Hagan served the
Company as Controller and Treasurer. Ms. Hagan is a certified public accountant.
EDWARD L. HUFF. Mr. Huff joined the Company in 1956, and was elected
Vice President in September 1997. Prior thereto, Mr. Huff served as instrument
operator, crew manager and field supervisor. He has managed the Company's field
operations since 1987.
FRANK D. BROWN. Mr. Brown, a geophysicist, joined the Company in 1988
and was elected Vice President in January, 2001. Mr. Brown is responsible for
client relationships and submitting survey cost quotations as well as providing
survey design services to clients. He is a past President of the Permian Basin
Geophysical Society and Chairman of the Society of Exploration Geophysicists
Continuing Education Committee. Prior to joining the Company, Mr. Brown was
employed by Permian Exploration Corporation as a geophysicist responsible for
acquisition and interpretation projects.
K.S. FORSDICK. Mr. Forsdick joined the Company in 1993 and was elected
Vice President in January, 2001. Mr. Forsdick is responsible for soliciting,
designing and bidding seismic surveys for prospective clients. Prior to joining
the Company, Mr. Forsdick was employed by Grant Geophysical Company and Western
Geophysical Company and was responsible for marketing and managing land and
marine seismic surveys for domestic and international operations. He has served
on the Governmental Affairs Committee of the International Association of
Geophysical Contractors.
PAUL H. BROWN.* Mr. Brown has served the Company as a director since
September 1999. Mr. Brown, a management consultant since May 1998, was President
and Chief Executive Officer at WEDGE Energy Group, Inc. from January 1985 to May
1998.
CALVIN J. CLEMENTS.* Mr. Clements has served the Company as a director
since 1972. Prior thereto and until his retirement in 1987, Mr. Clements was
employed by the Company as vice president of the data acquisition operations.
GARY M. HOOVER,PH.D.* Dr. Hoover has served the Company as a director
since December, 2002. Dr. Hoover, prior to retirement in October, 2002, was
Senior Principal Geophysicist with Phillips Petroleum Company. His
responsibilities for the previous ten years with Phillips included geophysical
research manager, geoscience technology coordination, exploration and production
technology consultation and active research into new seismic data acquisition
techniques. Dr. Hoover served as Vice President of the Society of Exploration
Geophysicists (1990-1991) and received its Life Membership Award in 2000. Dr.
Hoover holds a doctorate in physics from Kansas State University.
MATTHEW P. MURPHY.* Mr. Murphy has served the Company as a director
since 1993. Until his retirement in 1991, Mr. Murphy served as an executive of
NCNB Texas, now known as Bank of America (and predecessor banks), and from 1986
to 1991, Mr. Murphy served the bank as District Director-West Texas.
TIM C. THOMPSON.* Mr. Thompson has served the Company as director since
1995. Mr. Thompson, a management consultant since May 1993, was President and
Chief Executive Officer of Production Technologies International, Inc. from
November 1989 to May 1993.
* Indicates independence has been determined by the Board of Directors
in accordance with NASDAQ rules.
MEETINGS AND COMMITTEES OF DIRECTORS
During fiscal year ended September 30, 2003, four meetings of the Board
of Directors were held which all of the respective members attended except two
members were absent from one meeting each.
The Audit Committee is a standing committee of the Board of Directors
and currently consists of Messrs. Clements, Hoover, Murphy and Thompson, all of
whom are independent, non-employee directors. Mr. Murphy, currently serving as
Chairman of the Audit Committee has been named the Audit Committee Financial
Expert based on a qualitative assessment of Mr. Murphy's level of knowledge,
experience and formal education. The functions of the Committee are to determine
whether management has established internal controls which are sound, adequate
and working effectively; to ascertain whether Company assets are verified and
safeguarded; to review and approve external audits; to review audit fees and the
appointment of independent public accountants; and to review non-audit services
provided by the independent public accountants. The Committee held five meetings
during fiscal year ended September 30, 2003. All members attended these meetings
except that Mr. Murphy was absent from one meeting. For additional information,
see "Report of the Audit Committee".
The Compensation Committee currently consists of Messrs. Brown,
Clements, Murphy and Thompson, all of whom are non-employee directors. The
function of the Committee is to determine compensation for the officers of the
Company that is competitive to enable the Company to motivate and retain the
talent needed to lead and grow the Company's business. The Committee held two
meetings during fiscal year ended September 30, 2003. All members attended these
meetings.
MANAGEMENT COMPENSATION
The compensation levels of the Company are believed to be competitive
and in line with those of comparable companies and to align the interests of the
Company's employees with those of its stockholders through potential stock
ownership.
3
SUMMARY COMPENSATION TABLE
The following table sets forth certain information concerning the
annual and long-term compensation paid to or for (i) the Company's Chief
Executive Officer during the fiscal year ended September 30, 2003, and (ii)
those of the Company's four other most highly compensated executive officers
whose total annual salary and bonus exceeded $100,000 in 2003 (collectively, the
"Named Officers"), for services rendered to the Company during fiscal years
2001, 2002 and 2003.
LONG TERM
COMPENSATION
AWARDS
ANNUAL COMPENSATION SECURITIES
---------------------------------------------- UNDERLYING
FISCAL OTHER ANNUAL OPTIONS
NAME AND PRINCIPAL POSITION YEAR SALARY BONUS (1) COMPENSATION (NO. OF SHARES)
--------------------------- ------ ---------- --------- ------------ ---------------
L. Decker Dawson 2003 $ 96,755 $ 11,111 $ ---
---
Chief Executive Officer 2002 85,500 23,044 ---
---
2001 102,737 16,648 ---
---
Stephen C. Jumper 2003 $163,353 $ 11,111 $ --- 10,000
President, Chief Operating 2002 140,250 23,044 --- 10,000
Officer 2001 123,582 11,098 --- 10,000
Howell W. Pardue 2003 $117,987 $ 9,259 $ --- 10,000
Executive Vice President 2002 102,750 19,203 --- 10,000
2001 107,028 13,873 --- 10,000
C. Ray Tobias 2003 $117,987 $ 9,259 $ --- 10,000
Executive Vice President 2002 102,750 19,203 --- 10,000
2001 98,329 11,098 --- 10,000
Edward L. Huff 2003 $109,158 $ 7,407 $ --- 10,000
Vice President 2002 102,000 15,363 --- 10,000
2001 97,060 11,098 --- 10,000
(1) Any bonus that might be paid for fiscal 2003 is not yet calculable and,
in accordance with Securities and Exchange Commission regulations, will
be reported in the proxy statement for the annual meeting of
stockholders for fiscal 2004.
The following table sets forth certain information with respect to the
exercise of options to purchase Common Stock during the fiscal year ended
September 30, 2003, and unexercised options held at September 30, 2003 by each
of the named executive officers.
AGGREGATED OPTION EXERCISES IN FISCAL YEAR 2003
AND FISCAL YEAR-END OPTION VALUES
NUMBER OF VALUE OF
UNEXERCISED UNEXERCISED
OPTIONS AT IN-THE-MONEY
9/30/03 OPTIONS AT
EXERCISABLE/ 9/30/03(1)
SHARES ACQUIRED VALUE UNEXERCISABLE EXERCISABLE/
NAME ON EXERCISE REALIZED (NO. OF SHARES) UNEXERCISABLE
Stephen C. Jumper --- --- 32,500/22,500 $162,500/$0
Howell W. Pardue --- --- 12,500/22,500 $ 32,500/$0
C. Ray Tobias --- --- 32,500/22,500 $162,500/$0
Edward L. Huff --- --- 32,500/22,500 $162,500/$0
(1) The closing price per share on September 30, 2003, was $6.89 as
reported by the Nasdaq National Market.
DEFINED BENEFIT PLANS AND OTHER ARRANGEMENTS. Long-term incentive
compensation for senior executive officers is not a policy of the Company.
Accordingly, no awards or payouts have been made. The Company has no retirement
or pension plan except for its 401(k) Plan and its Incentive Stock Option Plans.
These plans are described below.
Directors who are not also employees of the Company receive $1,000 per
month and 500 shares of Common Stock per year for serving as directors.
4
COMPENSATION PLANS
STOCK OPTION PLANS. The Dawson Geophysical Company 2000 Incentive Stock
Plan provided 500,000 shares reserved for issuance. The 2000 Plan contained up
to 50,000 of such shares to be awarded and issued as additional compensation to
key employees, officers and non-employee members of the Board of Directors of
the Company with or without payment therefor. The 2000 Plan covers a ten-year
period through January 12, 2009. Options under the 2000 Plan are granted at an
exercise price equal to the market price of the stock on the date of grant. Each
option granted is exercisable after the period or periods specified in the
option agreement, but prior to the expiration of five years after the date of
grant. Commencing one year after date of grant, optionees may purchase up to
one-fourth of the shares covered by a particular grant, and each option becomes
exercisable with respect to an additional one-fourth of the shares covered in
each of the next three years.
During fiscal 2003, no shares of the Common Stock were issued pursuant
to the exercise of options granted under the 2000 Plan. During fiscal 2003,
options to purchase 105,000 shares of common stock were granted to employees of
the Company under the 2000 Plan. As of November 28, 2003, the total number of
shares covered by outstanding options was 447,000.
401(K) PLAN. Effective January 1, 2002, the Company initiated a 401(k)
plan as part of its employee benefits package in order to retain quality
personnel. During 2003, the Company elected to match 100% of employee
contributions up to a maximum of 5% of the participant's gross salary. The
Company's matching contributions for fiscal 2003 were approximately $373,000.
PROPOSED RESOLUTION TO APPROVE THE
DAWSON GEOPHYSICAL COMPANY 2004 INCENTIVE STOCK PLAN
In October 2003, the Board of Directors of the Company adopted the
Dawson Geophysical Company 2004 Incentive Stock Plan. The effect of the plan is
to replace, modify and extend the termination date of the existing stock option
plan to January, 27, 2009. The Plan provides for the award of stock options up
to 325,000 shares of which 125,000 may be the subject of stock grants without
restrictions and without payment by the recipient and stock awards of up to
125,000 shares with restrictions including payment for the shares and employment
of not less than three years from the date of the award. The terms of the stock
options are similar to those of the Company's 2000 Stock Option Plan except that
the term of the Plan is five years from the date of its adoption. The text of
the plan is set forth in Exhibit A hereto.
THE BOARD RECOMMENDS THAT THE STOCKHOLDERS OF THE COMPANY VOTE FOR THE PROPOSED
RESOLUTION.
THE AFFIRMATIVE VOTE OF THE HOLDERS OF A MAJORITY OF THE SHARES OF STOCK OF THE
COMPANY ENTITLED TO VOTE AT THE ANNUAL MEETING IS REQUIRED TO APPROVE THE
RESOLUTION.
BOARD REPORT ON EXECUTIVE COMPENSATION
Compensation for executive officers is based on the principle that
compensation must be competitive to enable the Company to motivate and retain
the talent needed to lead and grow the Company's business, and to provide
rewards which are closely linked to the Company and individual performance.
Executive compensation is based on performance against a combination of
financial and non-financial measures. In addition to business results, employees
are expected to uphold a commitment to integrity, maximizing the development of
each individual, and continually improving the environmental quality of its
services and operations. In upholding these financial and non-financial
objectives, executives not only contribute to their own success, but also help
ensure that the business, employees, stockholders and communities in which we
live and work will prosper.
COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION
The Company's Compensation Committee makes recommendations regarding
compensation subject to approval of the entire Board of Directors.
REPORT OF THE AUDIT COMMITTEE
To the Stockholders of Dawson Geophysical Company:
It is the responsibility of the members of the Audit Committee to contribute to
the reliability of the Company's Financial Statements. In keeping with this
goal, the Board of Directors adopted a written charter (attached to this proxy
statement as Exhibit B) to govern the Audit Committee. Upon evaluation of the
charter's adequacy in 2003, the Audit Committee is satisfied. In addition to
written consent, the Audit Committee met five times during fiscal 2003. The
members of the Audit Committee are independent directors.
5
The Audit Committee has reviewed and discussed the Company's audited financial
statements with management. It has also discussed with the independent auditors
the matters required to be discussed by Statement on Accounting Standards No.
61, Communication with Audit Committees, as amended, by the Auditing Standards
Board of the American Institute of Certified Public Accountants. Additionally,
the Audit Committee has received the written disclosures and the letter from the
independent accountants at KPMG LLP, as required by Independent Standards Board
Standard No. 1, Independence Discussions with Audit Committees, and has
discussed with the independent accountants that firm's independence from the
Company and its management. The Audit Committee has concluded that non-audit
services provided by KPMG LLP do not result in conflict in maintaining that
firm's independence.
Audit fees billed to the Company by KPMG LLP during the Company's 2003 fiscal
year for the audit of the Company's annual financial statements and the review
of those financial statements included in the Company's quarterly reports of
Form 10-Q totaled approximately $46,600. The Company was billed approximately
$13,722 by KPMG LLP for tax related services. The Company has obtained no other
services from KPMG LLP.
Based on reviews and discussions referred to above, the Audit Committee
recommended to the Board of Directors that the financial statements for fiscal
2003 be included in the Company's Annual Report on Form 10-K.
November 28, 2003 Audit Committee
Matthew P. Murphy
Calvin C. Clements
Gary M. Hoover
Tim C. Thompson
PERFORMANCE GRAPH
The following graph compares the five-year cumulative total return of
the Company's Common Stock as compared with the S&P 500 Stock Index and a peer
group made up of companies in the Value-Line Oilfield Services Industry Index.
The Oilfield Services Index consists of far larger companies that perform a
variety of services as compared to land-based acquisition and processing of
seismic data performed by the Company.
[LINE GRAPH APPEARS HERE, THE PLOT POINTS FOR WHICH APPEAR BELOW]
Cumulative Total Return
-----------------------------------------------------------------
9/98 9/99 9/00 9/01 9/02 9/03
DAWSON GEOPHYSICAL COMPANY 100.00 84.95 91.40 61.16 45.08 59.27
S & P 500 100.00 127.81 144.78 106.24 84.48 105.09
PEER GROUP 100.00 126.03 182.40 99.55 99.88 116.89
6
SECURITY OWNERSHIP OF CERTAIN
BENEFICIAL OWNERS AND MANAGEMENT
The following table sets forth certain information regarding beneficial
ownership of the Company's Common Stock, as of November 28 2003, by each of the
Company's Directors, by each of the Named Officers, by all executive officers
and Directors of the Company as a group, and by each person known to the Company
to be the beneficial owner of more than 5% of any class of the Company's
outstanding Common Stock.
AMOUNT AND NATURE OF PERCENT
TITLE OF CLASS NAME OF BENEFICIAL OWNER BENEFICIAL OWNERSHIP(1) OF CLASS
-------------- ------------------------ ----------------------- --------
Common Stock Pebbleton Corporation N.V. 1,036,000 (2) 18.88%
Common Stock Quaker Capital Management 479,482 8.74%
Common Stock L. Decker Dawson 408,192 7.44%
Common Stock Grace & White, Inc. 307,400 5.60%
Common Stock Dimensional Fund Advisors Inc. 293,100 (3) 5.34%
Common Stock Calvin J. Clements 54,126 *
Common Stock Howell W. Pardue 52,000 *
Common Stock Stephen C. Jumper 42,308 *
Common Stock Christina W. Hagan 34,649 *
Common Stock Edward L. Huff 33,006 *
Common Stock C. Ray 15,025 *
Tobias
Common Stock Tim C. Thompson 4,500 *
Common Stock K.S. 4,456 *
Forsdick
Common Stock Matthew P. Murphy 3,500 *
Common Stock Frank D. Brown 3,254 *
Common Stock Paul H. 2,500 *
Brown
Common Stock Share ownership of directors and
Executive officers as a group (12 persons) 657,516 11.98%
* Indicates less than 1% of the outstanding shares of Common Stock.
(1) Except as otherwise indicated, each shareholder shown in the table has
sole voting and investment power with respect to all shares listed as
beneficially owned by such shareholder.
(2) Pebbleton Corporation N.V. and Issam Fares have filed with the
Securities and Exchange Commission a Schedule 13D reporting beneficial
ownership of such shares.
(3) Dimensional Fund Advisors Inc. ("Dimensional"), an investment advisor
registered under Section 203 of the Investment Advisors Act of 1940,
furnishes investment advice to four investment companies registered
under the Investment Company Act of 1940, and serves as investment
manager to certain other investment vehicles, including commingled
group trusts. (These investment companies and investment vehicles are
the "Portfolios".) In its role as investment advisor and investment
manager, Dimensional possesses both voting and investment power over
293,100 shares of Dawson Geophysical Company stock as of September 30,
2003. The Portfolios own all securities reported in this statement, and
Dimensional disclaims beneficial ownership of such securities.
REPORTING OF SECURITIES TRANSACTIONS
Ownership of and transactions in the Company's stock by executive
officers and directors of the Company are required to be reported to the
Securities and Exchange Commission pursuant to Section 16(a) of the Securities
and Exchange Act of 1934. All reporting requirements have been filed in a timely
manner.
RATIFICATION OF SELECTION OF INDEPENDENT PUBLIC ACCOUNTANTS
The Board of Directors has selected KPMG LLP for appointment as
independent public accountants for the Company for the fiscal year ending
September 30, 2004, subject to ratification by the stockholders. KPMG LLP served
as independent public accountants for the Company for the fiscal year ended
September 30, 2003, and representatives of that firm are expected to be present
at the Annual Meeting of Stockholders. KPMG LLP will have an opportunity to make
a statement if they desire to do so and respond to appropriate questions.
7
NEXT ANNUAL MEETING
The next Annual Meeting of the Company's stockholders is scheduled to be
held on January 25, 2005. Appropriate proposals of stockholders intended to be
presented at the 2005 Annual Meeting must be received by Ms. Christina W. Hagan,
Secretary, no later than August 6, 2004, in order to be included in the
Company's Proxy Statement and form of Proxy relating to such meeting.
OTHER MATTERS
Management knows of no other business which will be presented at the
Annual Meeting other than as explained herein.
STOCKHOLDERS MAY OBTAIN, WITHOUT CHARGE, A COPY OF THE COMPANY'S ANNUAL
REPORT ON FORM 10-K, INCLUDING THE FINANCIAL STATEMENTS AND SCHEDULES THERETO
FILED WITH THE SECURITIES AND EXCHANGE COMMISSION FOR THE FISCAL YEAR ENDED
SEPTEMBER 30, 2003, BY WRITING TO THE SECRETARY, DAWSON GEOPHYSICAL COMPANY, 508
WEST WALL, SUITE 800, MIDLAND, TEXAS 79701. A COPY OF THE REPORT ALSO MAY BE
OBTAINED FROM THE INTERNET AT www.sec.gov.
BY ORDER OF THE BOARD OF DIRECTORS
Christina W. Hagan, Secretary
8
EXHIBIT A
DAWSON GEOPHYSICAL COMPANY
2004 INCENTIVE STOCK PLAN
1. PURPOSE
This Employee Incentive Stock Plan (the "Plan") is intended as an
incentive and to encourage stock ownership by certain officers and employees of
Dawson Geophysical Company or of its subsidiary companies as that term is
defined in Article 3 below (the "Subsidiaries"), so that they may acquire or
increase their proprietary interest in the success of the Company and
Subsidiaries and to encourage them to remain in the employ of the Company or of
the Subsidiaries. It is further intended that options issued pursuant to this
Plan shall constitute "incentive stock options" within the meaning of Section
422 of the Internal Revenue Code of 1986, as now or hereafter amended (the
"Code"), except as to those awards made pursuant to Article 11 of the Plan.
2. ADMINISTRATION
The Plan shall be administered by a committee appointed by the Board
of Directors of the Company (the "Committee"). The Committee shall consist of
not less than three members of the Company's Board of Directors. The Board of
Directors may from time to time remove members from or add members to the
Committee. Vacancies on the Committee, howsoever caused, shall be filled by the
Board of Directors. The Committee shall select one of its members as Chairman
and shall hold meetings at such times and places as it may determine. A majority
of the Committee at which a quorum is present or acts reduced to or approved in
writing by a majority of the members of the Committee shall be the valid acts of
the Committee. No director while a member of the Committee shall be eligible to
receive an option under the Plan. The Committee shall from time to time at its
discretion make recommendations to the Board of Directors with respect to the
employees who shall be granted options and the amount of stock to be optioned to
each. All members of the Committee and majority of directors of the Company
shall be disinterested persons (as that term is hereinafter defined) for
purposes of administering the Plan and determining the employees and amount of
stock to be optioned to each. The term "disinterested person" for purposes of
the Plan shall mean an administrator of a Plan who is not at the time he or she
exercises discretion in administering the Plan eligible and has not at any time
within one year prior thereto been eligible for selection as a person to whom
stock options may be granted pursuant to the Plan.
The interpretation and construction by the Committee of any
provisions of the Plan or any option granted under it shall be final unless
otherwise determined by the Board of Directors. No member of the Board of
Directors or the Committee shall be liable for any action or determination made
in good faith with respect to the Plan or any option granted under it.
A-1
3. ELIGIBILITY
The persons who shall be eligible to receive options shall be such
executives and other employees (including officers, whether or not they are
directors) of the Company or its Subsidiaries existing from time to time as the
Board of Directors shall elect from time to time from among those nominated by
the Committee. An optionee may hold more than one option but only on the terms
and subject to the restrictions hereinafter set forth. No person shall be
eligible to receive an option for a larger number of shares than is recommended
for him or her by the Committee. No person owning more than ten percent (10%) of
the total combined voting power of all classes of stock of the Company, its
parent or subsidiary, shall be eligible to receive an incentive stock option
unless the option price is at least one hundred ten percent (110%) of the fair
market value of the optioned stock (as to which see paragraph 5 below).
4. STOCK
The stock subject to the options shall be shares of the Company's
authorized but unissued or reacquired $0.33 1/3 par value per share common stock
hereinafter sometimes called the "Stock." The aggregate number of shares which
may be issued under options shall not exceed 375,000 shares of Stock. The
limitations established by the preceding sentence shall be subject to adjustment
as provided in Article 5(h) of the Plan.
If any outstanding option under the Plan for any reason expires or
is terminated, the shares of the Stock allocatable to the unexercised portion of
such option may again be subjected to an option under the Plan.
The aggregate fair market value (determined at the time the option
is granted) of the Stock with respect to which options are exercisable for the
first time by any person eligible hereunder during any calendar year under this
Plan and any other plan qualifying under Section 422 of the Code which is
maintained by the Company and/or its Subsidiaries shall not exceed $100,000.
5. TERMS AND CONDITIONS OF OPTIONS
Stock options granted pursuant to the Plan shall be authorized by
the Board of Directors and shall be evidenced by agreements in such form as the
Committee shall from time to time recommend and the Board of Directors shall
from time to time approve, which agreements shall comply with and be subject to
the following terms and conditions:
(a) Optionee's Agreement. Each optionee shall agree to
remain in the employ of and to render to the Company or
Subsidiaries his or her services for a period of five
years from the date of the option, but such agreement
A-2
shall not impose upon the Company or Subsidiaries any
obligation to retain the optionee in their employ for
any period.
(b) Number of Shares. Each option shall state the number of
shares to which it pertains.
(c) Option Price. Each option shall state the option price,
which shall be not less than 100% of the fair market
value of the shares of Stock of the Company on the date
of the granting of the option (110% in the case of an
over 10% shareholder; as to which see paragraph 3
above). The fair market value per share shall be deemed
to be the mean between the highest price and the lowest
price of which the Stock shall have been sold, regular
way, in the over-the-counter market or other applicable
market on the day the option is granted; or if no sale
of the Company's Stock shall have been made on any stock
exchange on that day, on the next preceding day on which
there was a sale of such Stock.
(d) Medium and Time of Payment. The option price shall be
payable in United States dollars upon the exercise of
the option and may be paid in cash or by check or
payment may be made with Stock of the Company.
(e) Term and Exercise of Options. Subject to other terms and
provisions herein contained, during the term of an
option the shares with respect to which that option may
be exercised shall become exercisable to the extent of
25% of the shares optioned on each of the four
anniversaries of the date of grant. Subject to the
foregoing, each option shall be exercisable in whole or
in part at any time and from time to time during its
term. Not less than one thousand (1,000) shares may be
purchased at any one time unless the number purchased is
the total number at the time purchasable under the
option. During the lifetime of the optionee, the option
shall be exercisable only by him or her and shall not be
assignable or transferable by him or her and no other
person shall acquire any rights therein. An option
granted under the Plan must be exercised by the earlier
of (a) five years from the date of the grant, or (b) the
applicable time limit specified in paragraphs (o) and
(g) of this Section 5. Any option not exercised within
the applicable aforementioned time period shall
automatically terminate at the expiration of such
period.
(f) Termination of Employment Except Death. If an optionee
shall cease to be employed by the Company or
Subsidiaries for any reason, other than his or her
death, and no longer shall be in the employ of any of
them, such optionee shall have the right to exercise the
option at any time within three months after such
termination of employment (one year if the optionee is
disabled within the meaning of Section 22(e)(3) of the
Code) to the extent his or her right to exercise such
option had not previously been exercised at the date of
such termination. Whether authorized leave of absence or
A-3
absence for military or governmental service shall
constitute termination of employment, for the purposes
of the Plan, shall be determined by the Committee, which
determination, unless overruled by the Board of
Directors, shall be final and conclusive.
(g) Death of Optionee and Transfer of Option. If the
optionee shall die while in the employ of the Company or
a Subsidiary or within a period of three months after
the termination of his or her employment with the
Company and all Subsidiaries and shall not have fully
exercised the option, an option may be exercised,
subject to the condition that no option shall be
exercisable after the expiration of one year from the
date it is granted to the extent that the optionee's
right to exercise such option had accrued pursuant to
Article 5(3) of the Plan at the time of his or her death
and had not previously been exercised, at any time
within one year after the optionee's death, by the
executors or administrators of the optionee or by any
person or persons who shall have acquired the option
directly from the optionee by bequest or inheritance.
No option shall be transferable by the optionee
otherwise than by will or the laws of descent and
distribution.
(h) Recapitalization. Subject to any required action by the
stockholders, the number of shares of Stock covered by
each outstanding option and the price per share thereof
in each such option shall be proportionately adjusted
for any increase or decrease in the number of issued
shares of Stock of the Company resulting from a
subdivision or consolidation of shares or the payment of
a stock dividend (but only on the Stock) or any other
increase or decrease in the number of such shares
effected without receipt of consideration by the
Company.
Subject to any required action by the stockholders, if
the Company shall be the surviving company in any merger
or consolidation, each outstanding option shall pertain
to and apply to the securities to which a holder of the
number of shares of Stock subject to the option would
have been entitled. A dissolution or liquidation of the
Company or a merger or consolidation in which the
Company is not the surviving company shall cause each
outstanding option to terminate, provided that each
optionee shall, in such event, have the right
immediately prior to such dissolution or liquidation or
merger or consolidation in which the Company is not the
surviving company to exercise his or her option in whole
or in part.
Upon a change in the Stock of the Company as presently
constituted which is limited to a change of all its
authorized shares with par value into the same number of
shares with a different par value or without par value,
the shares resulting from any such change shall be
deemed to be the Stock within the meaning of the Plan.
A-4
To the extent that the foregoing adjustments relate to
stock or securities of the Company, such adjustments
shall be made by the Committee, whose determination in
that respect shall be final, binding and conclusive,
provided that each option continues to qualify as an
incentive stock option within the meaning of Section 422
of the Code.
Except as hereinbefore expressly provided in this
Article 5(h), the optionee shall have no rights by
reason of any subdivisions or consolidation of shares of
stock of any class or the payment of any stock dividend
or any other increase or decrease in the number of
shares of stock of any class or by reason of any
dissolution, liquidation, merger or consolidation or
spin-off of assets or stock of another company, and any
issue by the Company of share of stock of any class, or
securities convertible into shares of stock of any
class, shall not affect, and no adjustment by reason
thereof shall be made with respect to, the number or
price of shares of Stock subject to the option.
The grant of an option pursuant to the Plan shall not
affect in any way the right or power of the Company to
make adjustments, reclassifications, reorganizations or
changes of its capital or business structure or to merge
or to consolidate or to dissolve, liquidate or sell, or
transfer all or any part of its business or assets.
(i) Rights as a Stockholder. An optionee or a transferee of
an option shall have no rights as a stockholder with
respect to any shares covered by his or her option until
the date of the issuance of a stock certificate to him
or her for such shares. No adjustment shall be made for
dividends (ordinary or extraordinary, whether in cash,
securities or other property) or distributions or other
rights for which the record date is prior to the date
such stock certificate is issued, except as provided in
Article 5(g) hereof.
(j) Modification, Extension and Renewal of Options. Subject
to the terms and conditions and within the limitations
of the Plan, the Board of Directors may modify, extend
or renew outstanding options granted under the Plan, or
accept the surrender of outstanding options (to the
extent not theretofore exercised) and Board of Directors
shall not, however, modify any outstanding options so as
to specify a lower price or accept the surrender of
outstanding options and authorize the granting of new
options in substitution therefor specifying a lower
price. Notwithstanding the foregoing, however, no
modification of an option shall, without the consent of
the optionee, alter or impair any rights or obligations
under any option theretofore granted under the Plan.
(k) Investment Purpose. Each option under the Plan shall be
granted on the condition that the purchases of Stock
thereunder shall be for investment purposes and not with
A-5
a view to resale or distribution except that if the
Stock subject to such option or distribution is
registered under the Securities Act of 1933, as amended,
or if a resale of such stock without such registration
would otherwise be permissible, such condition shall be
inoperative if in the opinion of counsel for the Company
such condition is not required under the Securities Act
of 1933 or any other applicable law, regulation, or rule
of any governmental agency.
(l) Other Provisions. The option agreements authorized under
the Plan shall contain such other provisions, including,
without limitation, restrictions upon the exercise of
the option, as the Committee and the Board of Directors
of the Company shall deem advisable. Any such option
agreement shall contain such limitations and
restrictions upon the exercise of the option as shall be
necessary in order that such option will be an
"incentive stock option" as defined in Section 422 of
the Code or to conform to any change in the law.
6. TERM OF THE PLAN
Options may be granted to the Plan from time to time within a period
of five years from the date the Plan is adopted, or the date the Plan is
approved by the stockholders, whichever is earlier.
7. INDEMNIFICATION OF COMMITTEE
In addition to such other rights of indemnification as they may have
as directors or as members of the Committee, the members of the Committee shall
be indemnified by the Company against the reasonable expenses, including
attorneys' fees actually and necessarily incurred in connection with the defense
of any action, suit or proceeding, or in connection with any appeal therein, to
which they or any of them may be a party by reason of any action taken or
failure to act under or in connection with the Plan or any option granted
thereunder, and against all amounts paid by them in settlement thereof (provided
such settlement is approved by independent legal counsel selected by the
Company) or paid by them in satisfaction of a judgment in any such action, suit
or proceeding that such Committee member is liable for negligence or misconduct
in the performance of his or her duties; provided that within 60 days after
institution of any such action, suit or proceeding a Committee member shall in
writing offer the Company the opportunity, at its own expense, to handle and
defend the same.
8. AMENDMENT OF THE PLAN
The Board of Directors of the Company may, insofar as permitted by
law, from time to time, with respect to any shares at the time not subject to
options, suspend or discontinue the Plan or revise or amend it in any respect
whatsoever except that, without approval of the stockholders no such revision or
amendment shall change the number of shares subject to the Plan, change the
designation of the class of employees eligible to
A-6
receive options, decrease the price at which options may be granted, remove the
administration of the Plan from the Committee, or render any member of the
Committee eligible to receive an option under the Plan while serving thereon.
Furthermore, the Plan may not, without the approval of the stockholders, be
amended in any manner that will cause options issued under it to fail to meet
the requirements of incentive stock options as defined in Section 422 of the
Code, except as to those shares awarded under Article 11 of this Plan.
9. APPLICATION OF FUNDS
The proceeds received by the Company from the sale of Stock pursuant
to options will be used for general corporate purposes.
10. NO OBLIGATION TO EXERCISE OPTION
The granting of an option shall impose no obligation upon the
optionee to exercise such option.
11. STOCK AWARDS
The Committee may award to officers, directors and employees of the
Company shares of capital stock out of the 375,000 shares of Stock provided for
in Article 4 of the Plan for the purpose of additional compensation for
outstanding achievement and to encourage ownership of the Stock. These awards,
in the discretion of the Committee, may be made with or without payment therefor
by any officer, director or employee to whom such capital stock is made under
such terms and conditions as the Committee may in its sole discretion provide.
Such awards shall not constitute incentive stock options within the meaning of
Section 422 of the Code and shall not exceed 250,000 shares of Stock of the
375,000 shares of Stock provided for under Article 4 of the Plan. Of such
250,000 shares of Stock (a) 125,000 shares may be awarded without payment by any
officer, director, or employee to whom such capital stock is made under such
terms and conditions as the Committee in its sole discretion may provide and (b)
125,000 shares may be awarded with the restrictions that such shares shall not
be assignable nor may any other person acquire any rights therein and that the
officer, director or employee of the Company remain in the employment of the
Company for a period of not less than three years from the date of the award,
subject to such other terms and conditions as the Committee may in its sole
discretion may provide. Any shares not awarded under this Article 11 of the Plan
may be the subject of incentive stock options under the Plan.
12. EFFECTIVE DATE
Adoption of this Plan and shareholders' approval shall be effective
January 27, 2004.
A-7
EXHIBIT B
DAWSON GEOPHYSICAL COMPANY
AUDIT COMMITTEE CHARTER
COMPOSITION
The Audit Committee shall be composed of at least three directors
who are independent of the management of Dawson Geophysical Company (the
"Company") and are free of any relationship that, in the opinion of the Board of
Directors, would interfere with their exercise of independent judgment as a
committee member and are, or will shortly become, financially literate. In
addition, the members of the Audit Committee shall understand financial
statements.
OBJECTIVE OF THE AUDIT COMMITTEE
The Audit Committee shall assist the Board of Directors in
fulfilling its responsibility to the shareholders, potential shareholders, and
the investment community relating to corporate accounting, reporting practices
of the Company, and the quality and integrity of the financial reports of the
Company.
SPECIFIC RESPONSIBILITIES OF THE AUDIT COMMITTEE
In fulfilling its objective, the Audit Committee shall have the
responsibility with respect to:
The Company's Risks and Control Environment:
--------------------------------------------
To review management's overview of the risks, policies, procedures,
and controls surrounding the integrity of financial reporting and, particularly,
the adequacy of the Company's controls in areas representing significant
financial and business risks;
To establish, review and update periodically a code of ethical
conduct, ensure that management has established a system to enforce the code,
and receive updates and briefings from management and others on how compliance
with ethical policies and other relevant Company procedures is being achieved;
To review, with the Company's counsel, legal matters, including
litigation, compliance with securities trading policies, the Foreign Corrupt
Practices Act and other laws having a significant impact on the Company's
business or its financial statements; and
To investigate any matter brought to its attention within the scope
of its duties, and retain outside counsel for this purpose if, in its judgment,
that is appropriate;
The Hiring and Firing of and Relationship with the Independent
--------------------------------------------------------------
Accountants:
------------
To participate, on behalf of the Board of Directors, in the process
by which the Company selects the independent accountants to audit the Company's
financial statements, evaluate annually the effectiveness and objectivity of
such accountants, and recommend the engagement or replacement of independent
accountants to the Board of Directors;
To have an open line of communication with the independent
accountants, who shall have ultimate accountability to the Board of Directors
and the Audit Committee, as representatives of the shareholders;
To approve the fees and other compensation paid to the independent
accountants; and
B-1
To review the independence of the independent accountants prior to
engagement, annually discuss with the independent accountants their independence
annually based upon the written disclosures and the letter from the independent
accountants required by Independent Standards Board Standard No. 1, as modified
or supplemented, and discuss with the Board of Directors any relationships that
may adversely affect the independence of the independent accountants.
The Financial Reporting Process:
--------------------------------
To meet with the independent accountants and the financial
management of the Company with respect to major changes to the Company's
auditing and accounting principles;
To meet with the independent accountants and the financial
management of the Company together and separately with the independent
accountants (a) prior to the performance by the independent accountants of the
audit to discuss the scope of the proposed audit for the current year and the
audit procedures to be utilized; and (b) at the conclusion of the audit to
discuss (i) the independent accountants' judgments about the quality, not just
the acceptability, of the Company's accounting principles as applied in its
financial reporting, the consistency of application of the Company's accounting
policies and the clarity, consistency, and completeness of the entity's
accounting information contained in the financial statements and related
disclosures, (ii) the adequacy and effectiveness of the accounting and financial
controls of the Company, including the internal controls to expose any payments,
transactions or procedures that might be deemed illegal or otherwise improper,
and any recommendations for improvement of such internal control procedures or
for new or more detailed controls or procedures of the Company, (iii) any other
results of the audit, including any comments or recommendations, and (iv) the
view of the independent accountants with respect to the financial, accounting
and auditing personnel and the cooperation that the independent accountants
received during the course of the audit;
To review and discuss with the independent accountants and the
financial management of the Company the Company's financial results before they
are made public. In general, the Chairman of the Audit Committee may represent
the entire committee with respect to the review and discussions about interim
financial results; and
To review other reports submitted by the Company to any governmental
body of the public, including any certification, report, opinion or review
rendered by the independent accountants;
Other Responsibilities of the Audit Committee
---------------------------------------------
To review and update periodically the charter for the Audit
Committee;
To review, assess and approve or disapprove conflicts of interest
and related-party transactions;
To review accounting and financial human resources and succession
planning within the Company;
To meet at least four times annually, or more frequently, as
circumstances dictate;
To report to the Board of Directors the matters discussed at each
committee meeting;
To assess the performance of the Audit Committee members through a
self-assessment process, led by the Chairman of the committee; and
To keep an open line of communication with the financial and senior
management, any internal audit personnel, the independent accountants, and the
Board of Directors.
B-2
[LOGO]
DAWSON GEOPHYSICAL COMPANY
PROXY
The undersigned stockholder of Dawson
PLEASE SIGN Geophysical Company hereby appoints L. Decker
Dawson, Tim C. Thompson, and Matthew P.
AND RETURN Murphy or any one or more of them, attorneys,
agents and proxies of the undersigned, with
PROMPTLY. full power of substitution to each of them,
to vote all the shares of Common Stock which
ANNUAL MEETING the undersigned would be entitled to vote at
JANUARY 27, 2004 the Annual Meeting of Stockholders to be held
10:00 A.M. January 27, 2004, and at any adjournment or
PETROLEUM CLUB OF MIDLAND adjournments thereof, with all the powers the
501 WEST WALL, MIDLAND, TX 79701 undersigned would possess if personally
present and voting thereat, (A) as instructed
THIS PROXY IS SOLICITED BY below with respect to the following matters
THE BOARD OF DIRECTORS and (B) in their discretion upon other
OF THE COMPANY matters which properly come before the
meeting. UNLESS A CONTRARY INSTRUCTION IS
Please return this proxy card SPECIFIED BELOW, THIS PROXY WILL BE VOTED FOR
which requires no postage if ALL ITEMS.
mailed in the U.S.A.
1. Election of Directors:
[ ] FOR all nominees listed below (except
as marked to the contrary below)
[ ] WITHHOLD AUTHORITY to vote for all
nominees listed below
Paul H. Brown, Calvin J. Clements, L.
Decker Dawson, Gary M. Hoover,
Stephen C. Jumper, Matthew P. Murphy,
Howell W. Pardue, Tim C. Thompson and
C. Ray Tobias. (INSTRUCTION: To
withhold authority to vote for any
individual nominee, circle that
nominee's name)
2. Proposal to approve the Dawson Geophysical
Company 2004 Incentive Stock Plan.
[ ] For [ ] Against
3. Proposal to ratify the selection of KPMG
LLP as independent public accountants of
the Company for the fiscal year ended
September 30, 2004.
[ ] For [ ] Against
The undersigned acknowledges receipt of the
Notice of Annual Meeting of Stockholders and
Proxy Statement of the Company dated
November 28, 2003.
Please date and sign exactly as name appears
on this proxy. Joint owners should each sign.
If the signer is a corporation, please sign
full corporate name by duly authorized
officer. Executors, administrators, trustees,
etc., should give full title as such.
Dated
--------------------------
--------------------------
--------------------------
(Signature of Stockholder)
FROM ---------------
| NO POSTAGE |
----------------- | NECESSARY |
----------------- | IF MAILED |
----------------- | IN THE |
|UNITED STATES|
---------------
--------------------------------------------------------
| BUSINESS REPLY MAIL |
| |
| FIRST CLASS MAIL PERMIT NO. 80 MIDLAND, TEXAS |
--------------------------------------------------------
POSTAGE WILL BE PAID BY ADDRESSEE
DAWSON GEOPHYSICAL CO.
508 WEST WALL, SUITE 800
MIDLAND TX 79701-9976