Securities Registration: Employee Benefit Plan (s-8)
28 Juni 2021 - 10:17PM
Edgar (US Regulatory)
As filed with the Securities and Exchange Commission
on June 28, 2021.
Registration No. 333-
UNITED STATES
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 registrant as specified in its charter)
Texas
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74-2095844
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(State or other jurisdiction
of incorporation or organization)
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(I.R.S. Employer
Identification Number)
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508 West Wall, Suite 800
Midland, Texas
(Address of principal executive offices)
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79701
(Zip Code)
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Amended and Restated
Dawson Geophysical Company 2016 Stock and Performance
Incentive Plan
(Full title of the plan)
Stephen C. Jumper
Chairman of the Board, President and Chief
Executive Officer
Dawson Geophysical Company
508 West Wall, Suite 800
Midland, Texas 79701
(432) 684-3000
(Name, address, including zip code, and telephone number,
including area code, of agent for service)
Copy to:
Grant Everett
Baker Botts L.L.P.
2001 Ross Avenue, Suite 900
Dallas, Texas 75201-2980
Telephone: (214) 953-6637
Indicate by check mark whether the registrant is a large accelerated
filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions
of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging
growth company” in Rule 12b-2 of the Exchange Act.
Large accelerated filer ¨
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Accelerated filer ¨
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Non-accelerated filer x
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Smaller reporting company x
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Emerging growth company ¨
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If an emerging growth company, indicate by check mark if the registrant
has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant
to Section 7(a)(2)(B) of the Securities Act. ¨
CALCULATION OF REGISTRATION FEE
Title of Securities to be
Registered
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Amount to be
Registered
(1)(2)
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Proposed Maximum
Offering
Price Per Share (3)
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Proposed Maximum
Aggregate Offering
Price (3)
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Amount of
Registration Fee (4)
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Common Stock,
par value $0.01 per share
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1,000,000
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$
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2.68
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$
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2,680,000
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$
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292.39
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(1) This Registration
Statement registers 1,000,000 shares of common stock, par value $0.01 per share (the “Common Stock”) of Dawson Geophysical
Company (the “Registrant”) issuable pursuant to the Registrant’s Amended and Restated Dawson Geophysical Company 2016
Stock and Performance Incentive Plan as a result of the increase in shares reserved under such plan that was approved by the Registrant’s
stockholders on June 9, 2020. The Registrant may issue up to 2,050,000 shares of Common Stock under such plan in the aggregate.
(2) In addition,
pursuant to Rule 416 under the Securities Act of 1933, as amended (the “Securities Act”), this Registration Statement
also covers any additional shares of Common Stock which become issuable because of any stock dividend, stock split, recapitalization or
any other similar transaction effected without the receipt of consideration which results in an increase in the number of the outstanding
shares of Common Stock.
(3) Estimated
solely for the purpose of calculating the registration fee in accordance with Rule 457(c) and (h) under the Securities
Act based on the average of the high and low prices of the Common Stock of the Registrant, as reported on The NASDAQ Global Select Stock
Market on June 22, 2021.
(4) Determined
in accordance with Section 6(b) of the Securities Act at a rate equal to $109.10 per $1,000,000 of the Proposed Maximum Aggregate
Offering Price.
EXPLANATORY NOTE
On June 9, 2020, the Registrant’s stockholders
approved the Amended and Restated Dawson Geophysical Company 2016 Stock and Performance Incentive Plan (as amended and restated effective
April 24, 2020, the “Plan”) to, among other things, (i) increase the number of shares available for issuance under
the Plan from an aggregate of 1,050,000 shares of Common Stock, which were previously authorized for issuance under the Plan, to an aggregate
of 2,050,000 shares of Common Stock and (ii) extend the term of the Plan until April 24, 2030. The Plan was approved by the
Board of Directors of the Registrant on April 24, 2020, subject to shareholder approval (which was received on June 9, 2020).
This
Registration Statement (the “Registration Statement”) is being filed, in accordance with General Instruction E to Form S-8,
to register the issuance of an aggregate of up to 1,000,000 additional shares of Common Stock for issuance under the Plan. The Registrant
previously filed a Registration Statement on Form S-8 with the Securities and Exchange Commission (the “Commission”) on July 18, 2016 (File No. 333-212577) covering
1,050,000 shares of Common Stock authorized for issuance under the Plan (the “Prior Registration Statement”). Except as supplemented
by the information set forth below, the contents of the Prior Registration Statement are incorporated herein by reference. Unless the
context otherwise requires, references in this Registration Statement to “us” or “we” are references to Dawson
Geophysical Company.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference.
We incorporate by reference the following documents
filed by us with the Commission:
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(3)
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our Current Reports on Form 8-K filed on February 26, 2021, March 11, 2021, April 5, 2021, April 8, 2021,
May 4, 2021, May 12, 2021 and May 13, 2021 (in each case, excluding any information in any Current Report on Form 8-K
furnished pursuant to Item 2.02 or 7.01); and
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All documents filed by us with the Commission pursuant
to Sections 13(a), 13(c), 14, and 15(d) of the Exchange Act subsequent to the date of this Registration Statement and prior to the
filing of a post-effective amendment to this Registration Statement that indicates that all securities offered hereby have been sold or
that deregisters all securities then remaining unsold, shall, except to the extent otherwise provided by Regulation S-K or any other rule promulgated
by the Commission, be deemed to be incorporated in this Registration Statement by reference and to be a part hereof from the date of filing
of such documents.
Any statement contained in this Registration Statement,
in an amendment hereto or in a document incorporated by reference herein shall be deemed modified or superseded for purposes of this Registration
Statement to the extent that a statement contained herein, in any subsequently filed supplement to this Registration Statement or any
document that is also incorporated by reference herein modifies or supersedes such statement. Any statement so modified or superseded
shall not be deemed, except as so modified or superseded, to constitute a part of this Registration Statement.
Item 8. Exhibits.
* Filed herewith.
SIGNATURES
Pursuant to the requirements of the Securities
Act of 1933, as amended, the Registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for
filing this Registration Statement 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 28th day of June, 2021.
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DAWSON GEOPHYSICAL COMPANY
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By:
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/s/ Stephen C. Jumper
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Stephen C. Jumper
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Chairman of the Board, President and Chief Executive Officer
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(Principal Executive Officer)
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POWER OF ATTORNEY
Each person whose signature appears below hereby
constitutes and appoints Stephen C. Jumper and James K. Brata, and each or any of them, any of whom may act without the joinder of the
other, as his lawful attorneys-in-fact and agents, with full power of substitution and resubstitution for him in any and all
capacities, to sign this Registration Statement and any and all amendments (including pre-effective and post-effective amendments)
to this Registration Statement, and to file such registration statement and all such amendments or supplements, with all exhibits thereto,
and other documents in connection therewith, with the Commission, granting unto said attorneys-in-fact and agents full power
and authority to do and perform each and every act and thing requisite and necessary in connection with such matters and hereby ratifying
and confirming all that such attorneys-in-fact and agents or his or her substitutes may do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities
Act of 1933, as amended, this Registration Statement has been signed below by the following persons in the capacities and on the date
indicated.
Signature
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Title
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Date
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/s/ Stephen C. Jumper
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Chairman of the Board, President and Chief
Executive Officer
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June 28, 2021
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Stephen C. Jumper
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(Principal Executive Officer)
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/s/ James K. Brata
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Executive Vice President, Chief Financial Officer,
Secretary, and Treasurer
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June 28, 2021
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James K. Brata
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(Principal Financial and Accounting Officer)
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/s/ Craig W. Cooper
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Director
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June 28, 2021
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Craig W. Cooper
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/s/ Michael L. Klofas
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Director
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June 28, 2021
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Michael L. Klofas
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/s/ Ted R. North
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Director
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June 28, 2021
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Ted R. North
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/s/ Mark A. Vander Ploeg
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Director
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June 28, 2021
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Mark A. Vander Ploeg
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