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)
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| TEXAS
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2-71058
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75-0970548 |
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(Commission file number)
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(I.R.S. employer identification number) |
| or organization) |
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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):
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR
240.14d-2(b)) |
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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.
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.
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EXHIBIT |
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NUMBER
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DESCRIPTION |
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99.1
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Press release dated January 25, 2006. |
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