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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: MARCH 23, 1998
DAILEY INTERNATIONAL INC.
(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
DELAWARE 1389 76-0503351
(STATE OR OTHER JURISDICTION (PRIMARY STANDARD (I.R.S. EMPLOYER
OF INCORPORATION) INDUSTRIAL CLASSIFICATION IDENTIFICATION NO.)
CODE NUMBER)
2507 NORTH FRAZIER
P.O. BOX 1863
CONROE, TEXAS 77305
(ADDRESS OF PRINCIPAL EXECUTIVE OFFICES) (ZIP CODE)
REGISTRANT'S TELEPHONE NUMBER, INCLUDING AREA CODE: (281) 350-3399
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EXHIBIT INDEX BEGINS ON PAGE 5.
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ITEM 2: ACQUISITION OR DISPOSITION OF ASSETS
On March 23, 1998, Dailey International Inc., a Delaware corporation
(the "Company"), acquired the outstanding capital stock (the "IDS Acquisition")
of Integrated Drilling Systems Limited, a corporation organized under the laws
of Scotland ("IDS"), for 1,064,000 shares of the Company's Class A Common Stock
and $9,354,000 in cash. Debt of approximately $10,000,000 was either repaid or
assumed in connection with the transaction. The purchase price was determined
through arms-length negotiations between the parties.
IDS designs and manufactures proprietary formation evaluation equipment
for use in drilling oil and gas wells. Dailey intends to employ substantially
all of IDS', management and other personnel.
The IDS Acquisition was effected pursuant to a Share Purchase Agreement
dated effective as of January 14, 1998 (the "Purchase Agreement"), by and among
the Company, IDS and the shareholders of IDS. The IDS Acquisition was funded
utilizing a portion of the proceeds from the Company's recent private placement
of its 9 1/2% Senior Notes due 2008.
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS
(c) Exhibits.
2.1 Share Purchase Agreement dated January 14, 1998 (the
"Purchase Agreement"), by and among the Company, IDS
and the shareholders of IDS (incorporated by
reference from Amendment No. 1 to the Company's
Registration Statement on Form S-4 (file no.
333-47345)). Pursuant to Item 601(b)(2) of Regulation
S-K, certain schedules and similar attachments to the
Purchase Agreement have not been filed with this
exhibit. The Schedules contain various items relating
to the representations and warranties made by the
Company and IDS in the Purchase Agreement. The
Company agrees to furnish supplementally any omitted
schedule to the Securities and Exchange Commission
upon request.
99.1 Press Release dated March 23, 1998.
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ITEM 9. SALES OF EQUITY SECURITIES PURSUANT TO REGULATION S.
The issuance of approximately 1,000,000 shares of the total number of
shares of Class A Common Stock issued in the IDS Acquisition were
issued pursuant to an exemption from registration pursuant to
Regulation S. Such shares were issued to the former shareholders of IDS
in exchange for all outstanding capital stock of IDS as described in
Item 2 to this Current Report.
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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.
DAILEY INTERNATIONAL INC.
Dated: April 7, 1998 /s/ James F. Farr
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James F. Farr
President
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EXHIBIT INDEX
2.1 Share Purchase Agreement dated January 14, 1998 (the "Purchase
Agreement"), by and among the Company, IDS and the
shareholders of IDS (incorporated by reference from Amendment
No. 1 to the Company's Registration Statement on Form S-4 (file
no. 333-47345)). Pursuant to Item 601(b)(2) of Regulation S-K,
certain schedules and similar attachments to the Purchase
Agreement have not been filed with this exhibit. The Schedules
contain various items relating to the representations and
warranties made by the Company and IDS in the Purchase
Agreement. The Company agrees to furnish supplementally any
omitted schedule to the Securities and Exchange Commission upon
request.
99.1 Press Release dated March 23, 1998.
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EXHIBIT 99.1
Dailey International Inc. Announces Acquisition of Integrated Drilling
Services Limited
HOUSTON, March 23 /PRNewswire/ -- Daily International Inc. (Nasdaq: DALY)
announced today that it acquired all of the outstanding shares of Integrated
Drilling Services Limited ("IDS"), a private Scottish company, for 1,064,600
shares of Dailey Class A Common shares and $9,354,000 cash. Dailey also assumed
or repaid IDS debt totaling approximately $10,000,000.
IDS designs and manufactures proprietary formation evaluation equipment
for use in the drilling of oil and gas wells. Also known as
logging-while-drilling ("LWD"), these technologies are used in conjunction with
measurement-while-drilling ("MWD") tools to monitor the trajectory and
geological characteristics of a wellbore.
Jim Farr, President and CEO of Dailey said, "We believe the IDS
acquisition significantly enhances our ability to compete in the directional
drilling sector of the global oil field services industry by enabling Dailey to
offer its customers additional key technologies."
Managing Director of IDS, Roland Wessel, stated, "I believe that the
acquisition by Dailey offers an outstanding opportunity for the IDS employees.
The strong synergy and fit between Dailey and IDS means the market will benefit
from the enhancement of a significant player in the drilling services industry."
Headquartered in Conroe, Texas, Dailey International Inc. is a
provider of specialty drilling services to the oil and gas industry and
designs, manufactures and rents proprietary downhole tools for oil and
gas drilling and workover applications worldwide.
Except for historical information contained herein, some matters set
forth in this news release and statements made are forward-looking statements.
When used in this press release, expressions, such as "belief", "expect" and
similar expressions are intended to identify forward-looking statements. Such
statements are subject to certain risks and uncertainties identified in the
Company's documents filed with the Securities and Exchange Commission pursuant
to the Securities Act of 1993 and Securities and Exchange Act of 1934 that could
cause actual results to differ materially from those projected. Investors are
cautioned not to place undue reliance on these forward-looking statements, which
speak only as of the date hereof.
SOURCE Dailey International Inc.
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/CONTACT: K. Jean Davenport, Manager, Investor Relations of
Dailey International Inc., 409-523-4705, Fax: 409-760-3415, or
E-mail: [email protected]/
/Web site: http://www.dailey.com/
(DALY)
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ONE LAWRENCE CENTRE o P.O. BOX 1863 o CONROE, TEXAS 77305
o (713) 350-3399 o (409) 760-3399
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