As filed with the Securities and Exchange Commission on March 12, 2004
Registration No. 333-
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SECURITIES AND EXCHANGE COMMISSION
Washington D.C. 20549
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FORM S-8
REGISTRATION STATEMENT
Under
THE SECURITIES ACT OF 1933
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DAWSON GEOPHYSICAL COMPANY
(Exact name of issuer as specified in its charter)
TEXAS 75-0970548
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
508 WEST WALL, SUITE 800 79701
MIDLAND, TEXAS (Zip Code)
(Address of principal executive offices)
DAWSON GEOPHYSICAL COMPANY
2004 INCENTIVE STOCK PLAN
(Full Title of the Plan)
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L. DECKER DAWSON, CHAIRMAN OF THE BOARD
AND CHIEF EXECUTIVE OFFICER
DAWSON GEOPHYSICAL COMPANY
508 WEST WALL, SUITE 800
MIDLAND, TEXAS 79701
(432) 684-3000
(Name and address, including zip code, and telephone number,
including area code, of agent for service)
COPIES TO:
DAN G. LEROY
COTTON, BLEDSOE, TIGHE & DAWSON
500 WEST ILLINOIS, SUITE 300
MIDLAND, TEXAS 79701
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CALCULATION OF REGISTRATION FEE
========================================= ========== ================= ================== ==================
PROPOSED PROPOSED
MAXIMUM MAXIMUM
AMOUNT OFFERING AGGREGATE AMOUNT OF
TITLE OF SECURITIES TO BE PRICE PER OFFERING REGISTRATION
TO BE REGISTERED REGISTERED UNIT (1) PRICE (1) FEE
----------------------------------------- ---------- ----------------- ------------------ ------------------
Common Stock, $0.33 1/3 par value....... 375,000 $11.58 $4,342,500 $550.20
========================================= ========== ================= ================== ==================
(1) Estimated solely for the purpose of computing the registration fee and
computed in accordance with Rule 457(h) based upon the average of the high
and low prices for securities of the same class as quoted on the Nasdaq
National Market on March 9, 2004.
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PART I
INFORMATION REQUIRED IN THE SECTION 10(A) PROSPECTUS
Note: The document(s) containing the information concerning the
Dawson Geophysical Company 2004 Incentive Stock Plan (the "Plan") required by
Item 1 of Form S-8 and the statement of availability of Registrant information
and other information required by Item 2 of this Form will be sent or given to
employees eligible to participate in the Plan as specified by Rule 428. In
accordance with Rule 428 and the requirements of Part I of Form S-8, such
documents are not being filed with the Securities and Exchange Commission (the
"Commission") either as part of this Registration Statement or as prospectuses
or prospectus supplements. The Registrant shall maintain a file of such
documents in accordance with the provisions of Rule 428. Upon request, the
Registrant shall furnish to the Commission or its staff a copy or copies of any
or all of the documents included in such file.
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PART II
INFORMATION REQUIRED IN REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE.
The following documents are incorporated herein by reference: (1)
the Annual Report on Form 10-K of Dawson Geophysical Company (the "Company") for
the fiscal year ended September 30, 2003; (2) the Company's Quarterly Report on
Form 10-Q for the quarter ended December 31, 2003 filed by the Company pursuant
to Section 13(a) or 15(d) of the Securities Exchange Act of 1934, as amended
(the "Exchange Act"), since the end of the fiscal year covered by the 10-K
Annual Report referred to in (1) above; and (3) the registration statement filed
by the Company under Section 12 of the Exchange Act, and any amendments thereto,
containing the description of the Common Stock of the Company, par value $0.33
1/3 per share.
All documents hereafter filed by the Company pursuant to Sections
13(a), 13(c), 14 and 15(d) of the Exchange Act prior to the filing of a
post-effective amendment of this Registration Statement which indicates that all
securities offered hereby have been sold or which deregisters all securities
then remaining unsold, shall be deemed to be incorporated by reference in this
Registration Statement and to be a part hereof from the date of filing of such
documents.
ITEM 4. DESCRIPTION OF SECURITIES.
The class of securities to be offered pursuant to this Registration
Statement have been registered under Section 12 of the Exchange Act by the
filing of a registration statement under the Exchange Act as described in Item 3
above.
ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL.
No expert named in the Registration Statement nor counsel for the
Company (1) was employed for such purpose on a contingent basis; (2) will
receive in connection herewith a substantial interest, direct or indirect, in
the Company or its subsidiaries; or (3) was a promoter, underwriter, voting
trustee, director, officer or employee of the Company.
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ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
Article Seven of the Articles of Incorporation, as amended, the
Company provides as follows:
"A director of the corporation shall not be personally
liable to the corporation or its shareholders for monetary damages
for an act or omission in such director's capacity as a director,
except for liability for (i) a breach of a director's duty of
loyalty to the corporation or its shareholders; (ii) an act or
omission not in good faith or that involves intentional misconduct
or a knowing violation of the law; (iii) a transaction from which a
director received an improper benefit, whether or not the benefit
resulted from an action taken within the scope of the director's
office; (iv) an act or omission for which the liability of a
director is expressly provided by statue; or (v) an act related to
an unlawful stock repurchase or payment of a dividend. If the laws
of the State of Texas are hereafter amended to authorize corporate
action further eliminating or limiting the personal liability of a
director of the corporation, then the liability of a director of the
corporation shall thereupon automatically be eliminated or limited
to the fullest extent permitted by such laws. Any repeal or
modification of this Article Seven by the shareholders of the
corporation shall not adversely affect any right or protection of a
director existing at the time of such repeal or modification with
respect to events or circumstances occurring or existing prior to
such time."
Article IX of the Bylaws of the Company provides that:
"To the extent permitted by Texas Business Corporation
Act Article 2.02-1, the Corporation shall indemnify any present or
former Director, officer, employee, or agent of the Corporation
against judgments, penalties (including excise and similar taxes),
fines, settlements, and reasonable expenses actually incurred by the
person in connection with a proceeding in which the person was, is,
or is threatened to be made a named defendant or respondent because
the person is or was a Director, officer, employee, or agent of the
Corporation."
Article 2.02-1 of the Texas Business Corporation Act generally
permits corporations to indemnify, subject to certain limitations and
restrictions, a person who was or is a director, officer, employee, or agent of
a corporation or who serves at the corporation's request as a director, officer,
partner, proprietor, trustee, employee, or agent of another corporation,
partnership, trust, joint venture, or other enterprise, who was, is, or is
threatened to be named a defendant in a legal proceeding by virtue of such
person's position in the corporation or in an outside enterprise, but only if
the person conducted himself in good faith and reasonably believed, in the case
of conduct in the person's official capacity, that the conduct was in or, in the
case of all other conduct, that the conduct was at least not opposed to the
corporation's best interests, and, in the case of a criminal proceeding, the
person had no reasonable cause to
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believe the conduct was unlawful. A person may be indemnified within the above
limitations against judgments, penalties (including excise and similar taxes),
fines, settlements, and reasonable expenses actually incurred; however,
indemnification is limited to reasonable expenses actually incurred in a
proceeding in which the person is found liable to the corporation or is found to
have improperly received a personal benefit and shall not be made in respect of
any proceeding in which the person shall have been found liable for willful or
intentional misconduct in the performance of his duty to the corporation. A
corporation must indemnify a director, officer, employee, or agent against
reasonable expenses incurred in connection with a proceeding in which the person
is a party because of the person's corporate position, if the person was wholly
successful, on the merits or otherwise, in the defense of the proceeding. Under
certain circumstances, the corporation may also advance expenses to such person.
Article 2.02-1 of the Texas Business Corporation Act also permits a
corporation to purchase and maintain insurance or to make other arrangements on
behalf of any of the above persons against any liability asserted against and
incurred by the person in such capacity, or arising out of the person's status
as such a person, whether or not the corporation would have the power to
indemnify the person against the liability under applicable law.
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED.
Not applicable.
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ITEM 8. EXHIBITS.
Exhibit No. Description of Exhibit
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4.1* Restated and Amended Articles of Incorporation of the
Company, filed as an exhibit to the Company's Form S-1
Registration Statement, Registration No. 33-85328.
4.2* Bylaws of the Company filed as an exhibit to the
Company's Annual Report on Form 10-K for the Fiscal
Year Ended September 30, 2003.
4.3* Rights Agreement by and between the Company and Mellon
Investor Services, LLC (f/k/a Chasemellon Shareholder
Services, L.L.C.), as Rights Agent, dated July 13,
1999, filed as an exhibit to the Company's Annual
Report on Form 10-K for the Fiscal Year Ended September
30, 2003.
5.1** Opinion of Cotton, Bledsoe, Tighe & Dawson, a
Professional Corporation.
10.1** Dawson Geophysical Company 2004 Incentive Stock Plan.
23.1** Consent of KPMG LLP.
23.2** Consent of Cotton, Bledsoe, Tighe & Dawson, a
Professional Corporation (such consent is included in
the Opinion filed as Exhibit 5.1 to this Registration
Statement.)
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*Incorporated by reference to the filing(s) indicated.
**Filed herewith.
ITEM 9. UNDERTAKINGS.
The Company hereby undertakes:
(1) to file, during any period in which offers or sales are
being made, a post-effective amendment to this Registration
Statement:
(i) to include any prospectus required by Section
10(a)(3) of the Securities Act of 1933;
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(ii) to reflect in the prospectus any facts or events
arising after the effective date of this Registration
Statement (or the most recent post-effective amendment
thereof) which, individually or in the aggregate, represent a
fundamental change in the information set forth in this
Registration Statement. Notwithstanding the foregoing, any
increase or decrease in volume of securities offered (if the
total dollar value of securities offered would not exceed that
which was registered) and any deviation from the low or high
end of the estimated maximum offering range may be reflected
in the form of prospectus filed with the Commission pursuant
to Rule 424(b) if, in the aggregate, the changes in volume and
price represent no more than 20 percent change in the maximum
aggregate offering price set forth in the "Calculation of
Registration Fee" table in the effective registration
statement; and
(iii) to include any material information with respect
to the plan of distribution not previously disclosed in this
Registration Statement or any material change to such
information in this Registration Statement;
PROVIDED, HOWEVER, that paragraphs (1)(i) and (1)(ii) do not
apply if the registration statement is on Form S-3, Form S-8, or
Form F-3 and the information required to be included in the
post-effective amendment by those paragraphs is contained in
periodic reports filed with or furnished to the Commission by the
Company pursuant to Section 13 or Section 15(d) of the Securities
Exchange Act of 1934 that are incorporated by reference in this
Registration Statement.
(2) that, for the purpose of determining any liability under
the Securities Act of 1933, each such post-effective amendment shall
be deemed to be a new Registration Statement relating to the
securities offered therein, and the offering of such securities at
that time shall be deemed to be the initial bona fide offering
thereof; and
(3) to remove from registration by means of a post-effective
amendment any of the securities being registered which remain unsold
at the termination of the offering.
The Company hereby further undertakes that, for purposes of
determining any liability under the Securities Act of 1933, each filing of the
Company's Annual Report pursuant to Section 13(a) or Section 15(d) of the
Securities Exchange Act of 1934 (and, where applicable, each filing of the
Plan's annual report pursuant to Section 15(d) of the Securities Exchange Act of
1934) that is incorporated by reference in this Registration Statement shall be
deemed to be a new Registration Statement relating to the securities offered
therein, and the offering of such securities at that time shall be deemed to be
the initial bona fide offering thereof.
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Insofar as indemnification for liabilities arising under the
Securities Act of 1933 may be permitted to directors, officers and controlling
persons of the Company pursuant to the foregoing provisions, or otherwise, the
Company has been advised that in the opinion of the Securities and Exchange
Commission such indemnification is against public policy as expressed in the
Securities Act of 1933 and is, therefore, unenforceable. In the event that a
claim for indemnification against such liabilities (other than the payment by
the Company of expenses incurred or paid by a director, officer or controlling
person of the Company in the successful defense of any action, suit or
proceeding) is asserted by such director, officer or controlling person in
connection with the securities being registered, the Company will, unless in the
opinion of its counsel the matter has been settled by controlling precedent,
submit to a court of appropriate jurisdiction the question whether such
indemnification by it is against public policy as expressed in the Securities
Act of 1933 and will be governed by the final adjudication of such issue.
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SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the
Registrant certifies that it has reasonable grounds to believe that it meets all
of the requirements for filing on Form S-8 and has duly caused this Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Midland, State of Texas, on this 12th day of March,
2004.
DAWSON GEOPHYSICAL COMPANY
(Registrant)
By: /S/ L. DECKER DAWSON
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L. Decker Dawson, Chairman of the Board
and Chief Executive Officer
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities and on the date indicated.
SIGNATURE TITLE DATE
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/S/ L. DECKER DAWSON Chairman of the Board, Chief Executive March 12, 2004
-------------------------------------- Officer and Director
L. Decker Dawson
/S/ STEPHEN C. JUMPER President, Chief Operating Officer March 12, 2004
-------------------------------------- and Director
Stephen C. Jumper
/S/ HOWELL W. PARDUE Executive Vice President and Director March 12, 2004
--------------------------------------
Howell W. Pardue
/S/ C. RAY TOBIAS Executive Vice President March 12, 2004
-------------------------------------- and Director
C. Ray Tobias
/S/ PAUL H. BROWN Director March 12, 2004
--------------------------------------
Paul H. Brown
/S/ CALVIN J. CLEMENTS Director March 12, 2004
--------------------------------------
Calvin J. Clements
/S/ MATTHEW P. MURPHY Director March 12, 2004
------------------------------------
Matthew P. Murphy
/S/ TIM C. THOMPSON Director March 12, 2004
--------------------------------------
Tim C. Thompson
/S/ GARY M. HOOVER Director March 12, 2004
--------------------------------------
Gary M. Hoover, Ph.D.
/S/ CHRISTINA W. HAGAN Executive Vice President and March 12, 2004
-------------------------------------- Chief Financial Officer
Christina W. Hagan
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INDEX TO EXHIBITS
Exhibit No. Description of Exhibit
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4.1* Restated and Amended Articles of Incorporation of the
Company, filed as an exhibit to the Company's Form S-1
Registration Statement, Registration No. 33-85328.
4.2* Bylaws of the Company filed as an exhibit to the
Company's Annual Report on Form 10-K for the Fiscal
Year Ended September 30, 2003.
4.3* Rights Agreement by and between the Company and Mellon
Investor Services, LLC (f/k/a Chasemellon Shareholder
Services, L.L.C.), as Rights Agent, dated July 13,
1999, filed as an exhibit to the Company's Annual
Report on Form 10-K for the Fiscal Year Ended September
30, 2003.
5.1** Opinion of Cotton, Bledsoe, Tighe & Dawson, a
Professional Corporation.
10.1** Dawson Geophysical Company 2004 Incentive Stock Plan.
23.1** Consent of KPMG LLP.
23.2** Consent of Cotton, Bledsoe, Tighe & Dawson, a
Professional Corporation (such consent is included in
the Opinion filed as Exhibit 5.1 to this Registration
Statement.)
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*Incorporated by reference to the filing(s) indicated.
**Filed herewith.