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UNITED STATES SEC FILE NUMBER
SECURITIES AND EXCHANGE COMMISSION 001-11963
WASHINGTON, D.C. 20549 CUSIP NUMBER
23380F 10 6
FORM 12b-25
NOTIFICATION OF LATE FILING
(Check One):
[X] Form 10-K [ ] Form 20-F [ ] Form 11-K [ ] Form 10-Q [ ] Form N-SAR
For Period Ended: April 30, 1997
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[ ] Transition Report on Form 10-K
[ ] Transition Report on Form 20-F
[ ] Transition Report on Form 11-K
[ ] Transition Report on Form 10-Q
[ ] Transition Report on Form N-SAR
For the Transition Period Ended:
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* Read Instruction (on back page) Before Preparing Form. Please Print or Type. *
* *
* NOTHING IN THIS FORM SHALL BE CONSTRUED TO IMPLY THAT THE COMMISSION HAS *
* VERIFIED ANY INFORMATION CONTAINED HEREIN. *
* *
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If the notification relates to a portion of the filing checked above, identify
the Item(s) to which the notification relates:
Items 10, 11, 12 and 13
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PART I - REGISTRANT INFORMATION
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FULL NAME OF REGISTRANT
Dailey Petroleum Services Corp.
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FORMER NAME IF APPLICABLE
2507 North Frazier
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ADDRESS OF PRINCIPAL EXECUTIVE OFFICE (STREET AND NUMBER)
Conroe, Texas 77303
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CITY, STATE AND ZIP CODE
PART II - RULES 12b-25(b) AND (c)
If the subject report could not be filed without unreasonable effort or expense
and the registrant seeks relief pursuant to Rule 12b-25(b), the following
should be completed. (Check box if appropriate)
[X] (a) The reasons described in reasonable detail in Part III of this
form could not be eliminated without unreasonable effort or
expense;
[X] (b) The subject annual report, semi-annual report, transition report
on Form 10-K, Form 20-F, 11-K, Form N-SAR, or portion thereof,
will be filed on or before the fifteenth calendar day following
the prescribed due date; or the subject quarterly report of
transition report on Form 10-Q, or portion thereof will be filed
on or before the fifth calendar day following the prescribed due
date; and
[ ] (c) The accountant's statement or other exhibit required by Rule
12b-25(c) has been attached if applicable.
PART III - NARRATIVE
State below in reasonable detail the reasons why Forms 10-K, 11-K, 10-Q,
N-SAR, or the transition report or portion thereof, could not be filed within
the prescribed time period.
The Registrant, which became a public company in August 1996, was
required to file its first annual report on Form 10-K on July 29, 1997. The
Registrant's Form 10-K was timely filed on such date and stated that it
incorporated by reference items 10, 11, 12 and 13 of Form 10-K (the
"Incorporated Items") from its definitive proxy statement to be subsequently
filed with the Commission. Following the filing of the Registrant's Form 10-K
on July 29, 1997, the Registrant negotiated and completed a significant private
placement of senior notes to various qualified institutional investors and
accredited investors (the "Notes Offering"), which consumed extensive time and
involved extensive drafting of legal documents. A portion of the proceeds from
the Notes Offering were utilized by the Company to repay outstanding debt under
its credit facility, and in connection therewith, the Company and its
representatives were required to negotiate with the Company's bank to amend
the Company's credit facility to account for the Notes Offering. The Notes
Offering and the negotiations with the Company's bank required substantial time
commitments from the Company and its representatives, and the individuals
primarily responsible for the negotiation and completion of such matters are
the same individuals responsible for the preparation of the Registrant's
definitive proxy statement. As a result of their work on the above-referenced
transactions, the Company and its representatives were unable to file the
Company's definitive proxy statement or amend the Company's original filing on
Form 10-K on or before August 28, 1997. A Form 10-K/A that includes the
Incorporated Items as well as the Company's definitive proxy statement will be
filed within the grace period allowed by Rule 12b-25.
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PART IV - OTHER INFORMATION
(1) Name and telephone number of person to contact in regard to this
notification
Philip A. Choyce (713) 651-5503
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(Name) (Area Code) (Telephone Number)
(2) Have all other periodic reports required under Section 13 or 15(d) of the
Securities Exchange Act of 1934 or Section 30 of the Investment Company
Act of 1940 during the preceding 12 months (or for such shorter) period
that the registrant was required to file such reports) been filed? If
answer is no, identify report(s).
[X] Yes [ ] No
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(3) Is it anticipated that any significant change in results of operations
from the corresponding period for the last fiscal year will be reflected
by the earnings statements to be included in the subject report or
portion thereof?
[ ] Yes [X] No
If so, attach an explanation of the anticipated change, both narratively
and quantitatively, and, if appropriate, state the reasons why a
reasonable estimate of the results cannot be made.
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Dailey Petroleum Services Corp.
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(NAME OF REGISTRANT AS SPECIFIED IN CHARTER)
has caused this notification to be signed on its behalf by the undersigned
hereunto duly authorized.
Date: 8/29/97 By: /s/ William D. Sutton
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General Counsel
INSTRUCTION: The form may be signed by an executive officer of the registrant
or by any other duly authorized representative. The name and title of the
person signing the form shall be typed or printed beneath the signature. If
the statement is signed on behalf of the registrant by an authorized
representative (other than an executive officer), evidence of the
representative's authority to sign on behalf of the registrant shall be filed
with the form.
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* Intentional misstatements or omissions of fact constitute Federal Criminal *
* Violations (See 18 U.S.C. 1001). *
* *
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GENERAL INSTRUCTIONS
1. This form is required by Rule 12b-25 (17 CFR 240.12b-25) of the General
Rules and Regulations under the Securities Exchange Act of 1934.
2. One signed original and four conformed copies of this form and amendments
thereto must be completed and filed with the Securities and Exchange
Commission, Washington, D.C. 20549, in accordance with Rule 0-3 of the
General Rules and Regulations under the Act. The information contained in
or filed with the form will be made a matter of public record in the
Commission files.
3. A manually signed copy of the form and amendments thereto shall be filed
with each national securities exchange on which any class of securities of
the registrant is registered.
4. Amendments to the notifications must also be filed on form 12b-25 but need
not restate information that has been correctly furnished. The form shall
be clearly identified as an amended notification.
5. Electronic Filers. This form shall not be used by electronic filers unable
to timely file a report solely due to electronic difficulties. Filers unable
to submit a report within the time period prescribed due to difficulties in
electronic filing should comply with either Rule 201 or Rule 202 of
Regulation S-T (Section 232.201 or Section 232.202 of this chapter) or apply
for an adjustment in filing date pursuant to Rule 13(b) of Regulation S-T
(Section 232.13(b) of this chapter).
