1
As filed with the Securities and Exchange Commission on August 3, 2001
Registration No. 333-
================================================================================
SECURITIES AND EXCHANGE COMMISSION
Washington D.C. 20549
----------
FORM S-8
REGISTRATION STATEMENT
Under
THE SECURITIES ACT OF 1933
----------
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
2000 INCENTIVE STOCK PLAN
(Full Title of the Plan)
----------
L. DECKER DAWSON, CHAIRMAN OF THE BOARD
AND CHIEF EXECUTIVE OFFICER
DAWSON GEOPHYSICAL COMPANY
508 WEST WALL, SUITE 800
MIDLAND, TEXAS 79701
(915) 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
----------
Approximate date of commencement of proposed sale to the public: As soon as
practicable after the effective date of this registration statement.
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 $.33 1/3 par value.... 465,500 $9.625 $4,480,437.50 $1,120.11
(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 August 1, 2001.
2
PART I
INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS
Note: The document(s) containing the information concerning the Dawson
Geophysical Company 2000 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.
2
3
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, 2000; (2) the Company's Quarterly Report on Form
10-Q for the quarter ended December 31, 2000 and the Company's Quarterly Report
on Form 10-Q for the quarter ended March 31, 2001 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.
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 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.
3
4
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 permits
corporations to indemnify 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 believe the conduct was unlawful. A person may
be indemnified within the above limitations against judgments, penalties
(including excise and
4
5
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.
5
6
ITEM 8. EXHIBITS.
Exhibit No. Description of Exhibit
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, as amended; Bylaws filed as an
exhibit to the Company's Form S-1 Registration
Statement, Registration No. 33-85328, and Amendment
to Bylaws filed as an exhibit to the Company's Form
8-K, dated July 13, 1999.
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
Form 8-K, dated July 13, 1999.
5.1** Opinion of Cotton, Bledsoe, Tighe & Dawson, a
Professional Corporation.
10.1** Dawson Geophysical Company 2000 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.)
----------
*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;
6
7
(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;
(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.
7
8
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.
8
9
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 31st day of July,
2001.
DAWSON GEOPHYSICAL COMPANY
(Registrant)
By: /s/ L. Decker Dawson
-------------------------------------------
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
--------- ----- ----
/s/ L. Decker Dawson Chairman of the Board, Chief Executive July 31, 2001
------------------------------------ Officer and Director
L. Decker Dawson
/s/ Howell W. Pardue Executive Vice President and Director July 31, 2001
------------------------------------
Howell W. Pardue
/s/ Paul H. Brown Director July 31, 2001
------------------------------------
Paul H. Brown
/s/ Calvin J. Clements Director July 31, 2001
------------------------------------
Calvin J. Clements
/s/ Matthew P. Murphy Director July 31, 2001
------------------------------------
Matthew P. Murphy
/s/ Tim C. Thompson Director July 31, 2001
------------------------------------
Tim C. Thompson
/s/ Christina W. Hagan Vice President and Chief Financial July 31, 2001
------------------------------------ Officer
Christina W. Hagan
9
10
/s/ Stephen C. Jumper President and Director July 31, 2001
------------------------------------
Stephen C. Jumper
/s/ C. Ray Tobias Executive Vice President July 31, 2001
------------------------------------ and Director
C. Ray Tobias
10
11
INDEX TO EXHIBITS
EXHIBIT
NUMBER DESCRIPTION
------ -----------
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, as amended; Bylaws filed as an
exhibit to the Company's Form S-1 Registration
Statement, Registration No. 33-85328, and Amendment
to Bylaws filed as an exhibit to the Company's Form
8-K, dated July 13, 1999.
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
Form 8-K, dated July 13, 1999.
5.1** Opinion of Cotton, Bledsoe, Tighe & Dawson, a
Professional Corporation.
10.1** Dawson Geophysical Company 2000 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.)
----------
*Incorporated by reference to the filing(s) indicated.
**Filed herewith.