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): July 26, 2011
DAWSON GEOPHYSICAL COMPANY
(Exact name of Registrant as specified in its charter)
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TEXAS
(State of incorporation
or organization)
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001-34404
(Commission file number)
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75-0970548
(I.R.S. employer identification number) |
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508 W. WALL, SUITE 800
MIDLAND, TEXAS
(Address of principal executive offices)
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79701
(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):
þ 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 7.01. Regulation FD Disclosure.
On July 26, 2011, Dawson Geophysical Company (the “Company”) held an investors’ conference
call. Furnished as Exhibit 99.1 is a copy of the transcript of the Company’s presentation during
that call and the questions and answers following the presentation.
Pursuant to the rules and regulations of the Securities and Exchange Commission, the
information set forth in this Item 7.01 and in the attached Exhibit is deemed to be furnished and
shall not be deemed to be “filed” under the Securities Exchange Act of 1934, as amended (the
“Exchange Act”).
In accordance with the Safe Harbor provisions of the Private Securities Litigation Reform Act
of 1995, the Company cautions that statements in the Exhibit 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 day rate
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, 2010. The Company disclaims any intention or obligation to revise any
forward-looking statements, whether as a result of new information, future events, or otherwise.
Item 8.01. Other Events.
On July 26, 2011 the Company held an investors’ conference call. Furnished as Exhibit 99.1 is
a copy of the transcript of the Company’s presentation during that call and the questions and
answers following the presentation.
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 the Exchange Act.
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| Exhibit |
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Description |
99.1
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Transcript of the Investors’ Conference Call. |