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): JULY 30, 1998
DAWSON PRODUCTION SERVICES, INC.
(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
TEXAS
(STATE OR OTHER JURISDICTION OF INCORPORATION)
0-27732 74-2231546
(COMMISSION FILE NUMBER) (IRS EMPLOYER IDENTIFICATION NO.)
112 E. PECAN STREET, SUITE 1000
SAN ANTONIO, TEXAS 78205
(ADDRESS OF PRINCIPAL EXECUTIVE OFFICE, INCLUDING ZIP CODE)
(210) 476-0420
(REGISTRANT'S TELEPHONE NUMBER, INCLUDING AREA CODE)
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ITEM 5. OTHER EVENTS.
On July 30, 1998, the Board of Directors (the "Board") of the registrant,
Dawson Production Services, Inc. (the "Company") passed the following
resolutions amending the bylaws of the corporation.
First, a new Section 2.13 entitled "Notice of Shareholder Business and
Nominations" was added to the Company's Bylaws. The provision creates specific
procedural rules for shareholders to nominate individuals for directorships and
to propose business to be considered at shareholder meetings.
Second, Section 2.02 entitled "Special Meetings" was amended to create
specific procedural rules for calling special meetings of the shareholders.
Third, Sections 3.02 and 3.03 were amended to allow the Board to increase
by two the number of director's seats on the Board during the period of time
between each annual meeting of the shareholders without shareholder approval.
The Board may also fill these newly added seats without shareholder approval.
Previously, the Board had authority to add only one director's seat without
shareholder approval.
Fourth, Section 7.04 entitled "Consideration for Shares" was amended to
allow stock to be paid for with promissory notes or future services. This
amendment was prompted by a recent change in the Texas Business Corporations
Act.
In addition, the Board voted pursuant to Section 3.02 of the Bylaws to
reduce the number of directors constituting the Board of Directors from nine to
eight.
A copy of the Resolutions Adopted by the Board of Directors of Dawson
Production Services, Inc. dated July 30, 1998 is filed as Exhibit 99.1 to this
Current Report and is incorporated herein by reference.
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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.
DAWSON PRODUCTION SERVICES, INC.
(Registrant)
Date: August 5, 1998 By: /s/ P. MARK STARK
P. Mark Stark, Chief
Financial Officer
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DAWSON PRODUCTION SERVICES, INC.
Form 8-K
EXHIBIT INDEX
EXHIBIT NO. DESCRIPTION OF EXHIBIT
99.1 Resolutions Adopted by the Board of Directors of
Dawson Production Services, Inc. dated July 30, 1998.
EXHIBIT 99.1
RESOLUTIONS ADOPTED BY THE
BOARD OF DIRECTORS
OF
DAWSON PRODUCTION SERVICES, INC.
July 30, 1998
WHEREAS, the Board of Directors of the Corporation deems it to be in the
best interests of the Corporation and its shareholders to ensure that the
Corporation has reasonable notice of any and all shareholder proposals and
shareholder nominations for directors in order to provide the Corporation with
sufficient time to respond to such proposals and to provide shareholders with
appropriate information regarding the merits of such proposals; and
WHEREAS, the Board of Directors of the Corporation deems it to be in the
best interests of the Corporation and its shareholders to ensure that the
Corporation has appropriate procedures in place for the request of special
meetings by shareholders in order to provide the Corporation with sufficient
evidence of shareholder interest in holding special meetings and sufficient time
to schedule special meetings and to provide shareholders with specific
guidelines for submitting such requests; and
WHEREAS, the Board of Directors of the Corporation deems it to be in the
best interests of the Corporation and its shareholders to increase the number of
directorship vacancies which the Board of Directors can fill upon an increase in
the number of directors from one to two; and
WHEREAS, the Board of Directors of the Corporation deems it to be in the
best interests of the Corporation and its shareholders to allow the Corporation
to accept promissory notes, services performed, or other tangible or intangible
property as consideration for an issuance of shares; and
WHEREAS, the Board of Directors of the Corporation deems it to be in the
best interests of the Corporation and its shareholders to adopt the following
amendments to the Corporation's Bylaws providing for advance notice to the
Corporation of such matters at times that the Board has determined are
reasonable in view of the procedural steps required;
NOW, THEREFORE, IT IS
RESOLVED, that pursuant to Article VIII of the Corporation's Amended
and Restated Articles of Incorporation and Section 10.08 of the
Corporation's Bylaws, effective the date hereof, a new Section 2.13
entitled "Notice of Shareholder Business and Nominations" is added to the
Corporation's Bylaws dated February 2, 1995, to read as set forth on
EXHIBIT A attached hereto and incorporated herein by reference; and
further
RESOLVED, that pursuant to Article VIII of the Corporation's Amended
and Restated Articles of Incorporation and Section 10.08 of the
Corporation's
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Bylaws, effective the date hereof, Section 2.02 of the Corporation's
Bylaws dated February 2, 1995 as amended January 4, 1996, entitled
"Special Meetings" is amended in its entirety to read as set forth on
EXHIBIT B attached hereto and incorporated herein by reference; and
further
RESOLVED, that pursuant to Article VIII of the Corporation's Amended
and Restated Articles of Incorporation and Section 10.08 of the
Corporation's Bylaws, effective the date hereof, the second sentence of
Section 3.03 is hereby amended in the Corporation's Bylaws dated February
2, 1995, to read as set forth on EXHIBIT C attached hereto and
incorporated herein by reference; and further
RESOLVED, that pursuant to Article VIII of the Corporation's Amended
and Restated Articles of Incorporation and Section 10.08 of the
Corporation's Bylaws, effective the date hereof, Section 7.04 is hereby
amended in the Corporation's Bylaws dated February 2, 1995, to read as set
forth on EXHIBIT D attached hereto and incorporated herein by reference;
and
RESOLVED, that all legal acts and transactions of the officers and
directors of the Corporation taken consistent with these resolutions are
hereby ratified and approved as acts of the Corporation.
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EXHIBIT A
SECTION 2.13. NOTICE OF SHAREHOLDER BUSINESS AND NOMINATIONS.
(A) ANNUAL MEETINGS OF SHAREHOLDERS.
(1) Nominations of persons for election to the Board of
Directors of the Corporation and the proposal of business to be considered by
the shareholders may be made at an annual meeting of shareholders (a) pursuant
to the Corporation's notice of meeting delivered pursuant to Article Two,
Section 2.04 of these Bylaws, (b) by or at the direction of the Chairman of the
Board of Directors, or (c) by any shareholder of the Corporation who is entitled
to vote at the meeting, who complies with the notice procedures set forth in
clauses (2) and (3) of this paragraph (A) of this Bylaw and who is a shareholder
of record at the time such notice is delivered to the Secretary of the
Corporation.
(2) For nominations or other business to be properly brought
before an annual meeting by a shareholder pursuant to clause (c) of paragraph
(A)(1) of this Bylaw, the shareholder must give timely notice thereof in writing
to the Secretary of the Corporation. With respect to the 1999 Annual Meeting of
Shareholders and all subsequent annual meetings, to be timely, a shareholder's
notice shall be delivered to the Secretary at the principal executive offices of
the Corporation not less than seventy days nor more than ninety days prior to
the first anniversary of the preceding year's annual meeting; provided, however,
that in the event that the date of the annual meeting is advanced by more than
twenty days, or delayed by more than seventy days, from such anniversary date,
notice by the shareholder to be timely must be so delivered not earlier than the
ninetieth day prior to such annual meeting and not later than the close of
business on the later of the seventieth day prior to such annual meeting or the
tenth day following the day on which public announcement of the date of such
meeting is first made. With respect to the 1998 Annual Meeting of Shareholders,
regardless of when held, to be timely, a shareholder's notice shall be delivered
to the Secretary at the principal executive offices of the Corporation not later
than the close of business on the day that is twenty days following the public
announcement of this Bylaw. A shareholder's notice delivered pursuant to this
Section 2.13 shall set forth (a) as to each person whom the shareholder proposes
to nominate for election or re-election as a director, all information relating
to such person that is required to be disclosed in solicitations of proxies for
election of directors, or is otherwise required, in each case pursuant to
Regulation 14A under the Securities Exchange Act of 1934, as amended (the
"Exchange Act"), including such person's written consent to being named in the
proxy statement as a nominee and to serving as a director if elected; (b) as to
any other business desired to be brought before the meeting, the reasons for
conducting such business at the meeting and any material interest in such
business of such shareholder and the beneficial owner, if any, on whose behalf
the proposal is made; and (c) as to the shareholder giving the notice and the
beneficial owner, if any, on whose behalf the nomination or proposal is made (i)
the name and address of such shareholder, as they appear on the Corporation's
books, and of such beneficial owner and (ii) the class and number of shares of
the Corporation which are owned beneficially and of record by such shareholder
and such beneficial owner.
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(3) Notwithstanding anything in the second sentence of
paragraph (A)(2) of this Bylaw to the contrary, in the event that the number of
directors to be elected to the Board of Directors of the Corporation is
increased and there is no public announcement naming all of the nominees for
director or specifying the size of the increased Board of Directors made by the
Corporation at least eighty days prior to the first anniversary of the preceding
year's annual meeting, a shareholder's notice required by this Bylaw shall also
be considered timely, but only with respect to nominees for any new positions
created by such increase, if it shall be delivered to the Secretary at the
principal executive offices of Corporation not later than the close of business
on the tenth day following the day on which such public announcement is first
made by the Corporation.
(B) SPECIAL MEETINGS OF SHAREHOLDERS. Only such business shall be
conducted at a special meeting of shareholders as shall have been brought before
the meeting pursuant to the Corporation's notice of meeting pursuant to Article
Two, Section 2.04 of these Bylaws. Nominations of persons for election to the
Board of Directors may be made at a special meeting of shareholders at which
directors are to be elected pursuant to the Corporation's notice of meeting (a)
by or at the direction of the Board of Directors or (b) by any shareholder of
the Corporation who is entitled to vote at the meeting, who complies with the
notice procedures set forth in this Bylaw and who is a shareholder of record at
the time such notice is delivered to the Secretary of the Corporation.
Nominations by shareholders of persons for election to the Board of Directors
may be made at such special meeting of shareholders if the shareholder's notice
as required by paragraph (A)(2) of this Bylaw shall be delivered to the
Secretary at the principal executive offices of the Corporation not earlier than
the ninetieth day prior to such special meeting and not later than the close of
business on the later of the seventieth day prior to such special meeting or the
tenth day following the day on which public announcement is first made of the
date of the special meeting and of the nominees proposed by the Board of
Directors to be elected at such meeting. In no event shall the public
announcement of an adjournment of a special meeting commence a new time period
for the giving of a shareholder's notice as described above.
(C) GENERAL.
(1) Only persons who are nominated in accordance with the
procedures set forth in this Bylaw shall be eligible to serve as a director and
only such business shall be conducted at a meeting of shareholders as shall have
been brought before the meeting in accordance with the procedures set forth in
this Bylaw. Except as otherwise provided by law, the Articles of Incorporation
or these Bylaws, the chairman of the meeting shall have the power and duty to
determine whether a nomination or any business proposed to be brought before the
meeting was made in accordance with the procedures set forth in this Bylaw and,
if any proposed nomination or business is not in compliance with this Bylaw, to
declare that such defective proposal or nomination shall be disregarded.
(2) For purposes of this Bylaw, "public announcement" shall
mean disclosure in a press release reported by the Dow Jones News Service,
Associated Press or comparable national news service or in a document publicly
filed by the Corporation with the Securities and Exchange Commission pursuant to
Section 13, 14 or 15(d) of the Exchange Act.
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(3) Notwithstanding the foregoing provisions of this Bylaw, a
shareholder shall also comply with all applicable requirements of the Exchange
Act and the rules and regulations thereunder with respect to the matters set
forth in this Bylaw. Nothing in this Bylaw shall be deemed to affect any rights
of shareholders to request inclusion of proposals in the Corporation's proxy
statement pursuant to Rule 14a-8 under the Exchange Act.
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EXHIBIT B
SECTION 2.02. SPECIAL MEETINGS.
(A) PERSONS ENTITLED TO CALL A SPECIAL MEETING.
A special meeting of the shareholders may be called at any
time by the president, the board of directors, or the holders of not less than
twenty percent of all shares entitled to vote at such meeting.
(B) PROCEDURE FOR CALLING OF SPECIAL MEETING BY SHAREHOLDERS.
In the event the shareholders wish to call a special meeting,
such shareholders shall present a written request for a special meeting signed
by the record owners of at least twenty percent of the shares entitled to vote
at the meeting to the Corporation with evidence reasonably satisfactory to the
Corporation that the meeting was requested by the "beneficial owners" of the
shares as that term is defined in Rule 13d-3 of the Securities Exchange Act of
1934. This written request must also include the shareholders' purpose or
purposes for calling the special meeting.
(C) NOTICE.
All notices of special meetings shall be given by the
Secretary of the Corporation pursuant to Section 2.04 of the Corporation's
Bylaws.
(D) SCHEDULING OF SPECIAL MEETINGS.
The scheduling of a special meeting shall be reasonably
determined by the Corporation giving due consideration to the length of time
required to: (1) set the record date pursuant to Section 2.10 of the
Corporation's Bylaws; (2) set a meeting date; (3) obtain all necessary
information from brokers; and (4) comply with all applicable rules of the
Securities and Exchange Commission and any applicable stock exchange or over the
counter trading system.
The Corporation may also take into consideration the timing of
the next anticipated annual shareholder meeting when scheduling a special
meeting.
(E) PURPOSE OR PURPOSES.
Only business within the purpose or purposes described in the
request for a special meeting and the notice of special meeting sent pursuant
thereto may be conducted at such meeting.
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EXHIBIT C
SECTION 3.03-SECOND SENTENCE. Any directorship to be filled by reason of an
increase in the number of directors may be filled by (a) the shareholders at any
annual or special meeting of the shareholders called for that purpose or (b) the
board of directors for a term of office continuing only until the next election
of one or more directors by the shareholders; provided that the board of
directors may not fill more than two such directorships during the period
between any two successive annual meetings of shareholders.
SECTION 3.02 - SECOND SENTENCE. Such number may be increased or decreased by a
resolution of the board of directors; provided, however, that during the period
of time between each annual meeting of shareholders, the board of directors
shall not be increased by greater than two members without the consent of the
shareholders.
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EXHIBIT D
SECTION 7.04. The board of directors may authorize shares to be issued for
consideration consisting of any tangible or intangible benefit to the
corporation or other property of any kind or nature, including cash, promissory
notes, services performed, contracts for services to be performed, other
securities of the corporation, or securities of any other corporation, domestic
or foreign, or other entity. Shares may not be issued until the full amount of
the consideration, fixed as provided by law, has been paid or delivered as
required in connection with the authorization of the shares. When such
consideration shall have been paid or delivered, the shares shall be deemed to
have been issued and the subscriber or shareholder entitled to receive such
issue shall be a shareholder with respect to such shares, and the shares shall
be considered fully paid and non-assessable. In the absence of fraud in the
transaction, the judgment of the board of directors as to the value and
sufficiency of the consideration received for shares shall be conclusive. The
consideration received for shares shall be allocated by the board of directors,
in accordance with law, between stated capital and surplus accounts.
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