UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
CURRENT REPORT FILED PURSUANT TO SECTION 13 OR 15(D) OF
THE SECURITIES EXCHANGE ACT OF 1934
DATE OF REPORT
(DATE OF EARLIEST EVENT REPORTED): JANUARY 5, 2004
VERDISYS, INC.
(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
CALIFORNIA 333-64122 22-3755993
(STATE OR OTHER JURISDICTION OF (COMMISSION (I.R.S. EMPLOYER
INCORPORATION OR ORGANIZATION) FILE NUMBER) IDENTIFICATION NO.)
25025 I-45 NORTH, SUITE 525
THE WOODLANDS, TEXAS 77380
(ADDRESS OF PRINCIPAL
EXECUTIVE OFFICES
AND ZIP CODE)
(281) 364-6999
(REGISTRANT'S TELEPHONE NUMBER,
INCLUDING AREA CODE)
ITEM 7. EXHIBITS
Exhibit 99.1 -- Press Release dated January 5, 2004.
ITEM 9. REGULATION FD DISCLOSURE
On January 5, 2004, Verdisys, Inc. (the "Company") issued a press
release announcing revisions to certain of its projections contained in its
slide presentation filed under Exhibit 99.1 to its Current Report on Form 8-K
filed on November 17, 2003. This release, which is incorporated by reference
into this Item 9 from Exhibit 99.1 hereof, is being furnished solely for the
purpose of complying with Regulation FD. The press release is being furnished,
not filed, pursuant to Regulation FD. Accordingly, the press release will not be
incorporated by reference into any registration statement filed by the Company
under the Securities Act of 1933, as amended, unless specifically identified
therein as being incorporated therein by reference. The furnishing of the press
release is not intended to, and does not, constitute a determination or
admission by the Company that the information in the press release is material
or complete, or that investors should consider this information before making an
investment decision with respect to any security of the Company or any of its
affiliates.
Additionally, the press release contains forward-looking statements and
information regarding the future performance and actions of the Company that
involve risks and uncertainties that could cause actual results and actions to
differ materially, including, but not limited to, failure to complete proposed
acquisitions, failure to service or refinance debt, failure to complete asset
sales, economic conditions, customer demand, increased competition in the
relevant market, and other factors beyond the control of the Company. All of
such forward-looking statements are qualified by the documents that the Company
files from time to time with the Securities and Exchange Commission, such as the
Form 10-K, Form 10-Q and Form 8-K reports, which contain additional important
factors that could cause actual results to differ from its current expectations
and from the forward-looking statements made in this presentation.
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.
VERDISYS, INC.
Date: January 6, 2004.
By: /s/ Andrew Wilson
----------------------------
Andrew Wilson
Chief Financial Officer
EXHIBIT INDEX
Exhibit Number Description
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99.1 Press Release dated January 5, 2004.