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AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON NOVEMBER 17, 1997
REGISTRATION NO. 333-
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM S-1
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
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DAWSON GEOPHYSICAL COMPANY
(Exact name of registrant as specified in its charter)
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<S> <C> <C>
TEXAS 1382 75-0970548
(State or other jurisdiction of (Primary Standard Industrial (I.R.S. Employer
incorporation or organization) Classification Code Number) Identification No.)
L. DECKER DAWSON
PRESIDENT
DAWSON GEOPHYSICAL COMPANY
208 SOUTH MARIENFELD 208 SOUTH MARIENFELD
MIDLAND, TEXAS 79701 MIDLAND, TEXAS 79701
(915) 682-7356 (915) 682-7356
(Address, including zip code, and telephone (Name, address, including zip code, and
number, including area code, of registrant's telephone number, including area code, of
principal executive offices) agent for service)
COPIES TO:
JACK D. LADD C. NEEL LEMON III
STUBBEMAN, MCRAE, SEALY, THOMPSON & KNIGHT, P.C.
LAUGHLIN & BROWDER, INC. 1700 PACIFIC AVE.
550 W. TEXAS AVE., SUITE 800 SUITE 3300
MIDLAND, TEXAS 79701 DALLAS, TEXAS 75201
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APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO THE PUBLIC: As soon as
practicable after the Registration Statement becomes effective.
If any of the securities being registered on this Form are to be offered on
a delayed or continuous basis pursuant to Rule 415 under the Securities Act of
1933, check the following box. [ ]
If this Form is filed to register additional securities for an offering
pursuant to Rule 462(b) under the Securities Act, check the following box and
list the Securities Act registration number of the earlier effective
registration statement for the same offering. [X] 333-38393
If this Form is a post-effective amendment filed pursuant to Rule 462(c)
under the Securities Act, check the following box and list the Securities Act
registration statement number of the earlier effective registration statement
for the same offering. [ ]
If this Form is a post-effective amendment filed pursuant to Rule 462(d)
under the Securities Act, check the following box and list the Securities Act
registration number of the earlier effective registration statement for the same
offering. [ ]
If delivery of the prospectus is expected to be made pursuant to Rule 434,
check the following
box. [ ]
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CALCULATION OF REGISTRATION FEE
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PROPOSED PROPOSED
AMOUNT MAXIMUM MAXIMUM
TITLE OF EACH CLASS OF TO BE OFFERING PRICE AGGREGATE AMOUNT OF
SECURITIES TO BE REGISTERED REGISTERED(1) PER SHARE(2) OFFERING PRICE(2) REGISTRATION FEE
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Common Stock, $.33 1/3 par
value per share............ 172,500 shares $20.00 $3,450,000 $1,045.45
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(1) Includes up to 22,500 shares of Common Stock which may be purchased by
Underwriters to cover over-allotments, if any. Does not include 1,725,000
shares of Common Stock having an aggregate offering price of $39,028,125
registered pursuant to Registration Statement No. 333-38393 as to which a
registration fee of $11,826.70 was previously paid to the Commission.
(2) Calculated based upon the actual price to the Underwriters before
Underwriters' discounts and commissions.
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EXPLANATORY NOTE
This Registration Statement is being filed pursuant to Rule 462(b) and
General Instruction V of Form S-1, both promulgated under the Securities Act of
1933, as amended. The contents of Registration Statement No. 333-38393,
including any prospectuses and prospectus supplements filed pursuant thereto in
accordance with Rule 424 promulgated under such Act, are hereby incorporated
herein by reference.
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SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the Registrant
has duly caused this Registration Statement to be signed on its behalf by the
undersigned, thereunto duly authorized, in the City of Midland, and the State of
Texas, on the 17th day of November, 1997.
DAWSON GEOPHYSICAL COMPANY
By /s/ L. DECKER DAWSON
-----------------------------------
L. Decker Dawson
President
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed below by the following persons in the
capacities and on the dates indicated.
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SIGNATURE TITLE DATE
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/s/ L. DECKER DAWSON Director, President (Principal November 17, 1997
- -------------------------------------------------- Executive Officer)
L. Decker Dawson
/s/ FLOYD B. GRAHAM* Director, Executive Vice President November 17, 1997
- --------------------------------------------------
Floyd B. Graham
/s/ HOWELL W. PARDUE* Director, Executive Vice President November 17, 1997
- --------------------------------------------------
Howell W. Pardue
/s/ CALVIN J. CLEMENTS* Director November 17, 1997
- --------------------------------------------------
Calvin J. Clements
/s/ MATTHEW P. MURPHY* Director November 17, 1997
- --------------------------------------------------
Matthew P. Murphy
/s/ TIM C. THOMPSON* Director November 17, 1997
- --------------------------------------------------
Tim C. Thompson
/s/ CHRISTINA W. HAGAN* Vice President, Chief Financial November 17, 1997
- -------------------------------------------------- Officer (Principal Financial and
Christina W. Hagan Accounting Officer)
*By: /s/ L. DECKER DAWSON
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L. Decker Dawson
Attorney-in-fact
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DAWSON GEOPHYSICAL COMPANY
INDEX TO EXHIBITS
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DESCRIPTION
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5.1 -- Opinion of Stubbeman, McRae, Sealy, Laughlin & Browder,
Inc.
23.1 -- Consent of KPMG Peat Marwick LLP.
23.2 -- Consent of Stubbeman, McRae, Sealy, Laughlin & Browder,
Inc. (contained in its opinion filed as Exhibit 5.1).
24.1 -- Power of Attorney (filed as Exhibit 24.1 to the
Registrant's Registration Statement on Form S-1 (No.
333-38393) and incorporated herein by reference).
99.1 -- Certificate of Registrant as to payment of additional
filing fee.
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EXHIBIT 5.1
[Letterhead of Stubbeman, McRae,
Sealy, Laughlin & Browder, Inc.]
November 17, 1997
Dawson Geophysical Company
208 South Marienfeld
Midland, TX 79702
Re: Dawson Geophysical Company/Public Offering
Gentlemen:
We have acted as counsel for Dawson Geophysical Company, a Texas
corporation (the "Company"), and are familiar with the proceedings taken by the
Company in connection with the proposed offering covering up to 1,897,500 shares
(the "Subject Shares") of its Common Stock, par value $0.33-1/3 per share (the
"Common Stock"), all on the terms and conditions set forth in (1) the Company's
Registration Statement on Form S-1 (Registration No. 333-38393), filed with the
Securities and Exchange Commission (the "Commission") on October 21, 1997 and
amended by Amendment No. 1 thereto filed with the Commission on November 12,
1997 (as amended, the "Registration Statement"), and (2) the Company's
abbreviated Registration Statement on Form S-1 pursuant to Rule 462(b) of the
Rules and Regulations under the Securities Act of 1933, as amended (the "Rule
462(b) Registration Statement"). Of the Subject Shares, up to 1,397,500 shares
of Common Stock will be issued and sold by the Company (including 247,500 shares
of Common Stock subject to an over-allotment option granted by the Company), and
500,000 shares will be sold by L. Decker Dawson (the "Selling Shareholder").
In addition, we have examined such corporate records and other
documents and made such examinations thereof as we considered necessary for the
purposes of this opinion.
Based upon the foregoing, we are of the opinion:
1. The Company has been duly incorporated and is validly existing
and in good standing under the laws of the State of Texas.
2. The 1,150,000 shares included in the Subject Shares (or up to
1,397,500 shares if the over allotment option is exercised)
being offered by the Company, when sold in accordance with the
terms of the offering described in the Registration Statement
and the Rule 462(b) Registration Statement, will be legally
issued and outstanding, fully paid and non-assessable shares
of Common Stock of the Company.
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Dawson Geophysical Company
Re: Dawson Geophysical Company/Public Offering
November 17, 1997
Page 2
3. The 500,000 shares included in the Subject Shares being offered
by the Selling Shareholder are legally issued and outstanding,
fully paid and non-assessable shares of common stock of the
Company.
4. When the applicable provisions of the Securities Act of 1933,
as amended, and of the securities or Blue Sky laws of various
states have been complied with, the Subject Shares may be
legally sold as contemplated in the Registration Statement and
the Rule 462(b) Registration Statement.
5. The Company has reserved a total of 1,397,500 shares of its
authorized but unissued Common Stock for issuance.
We hereby consent to the reference to our firm under the caption "Legal
Matters" in the Prospectus forming a part of the Registration Statement and the
Rule 462(b) Registration Statement and to the filing of this opinion as an
exhibit to such registration statements.
Sincerely,
Stubbeman, McRae, Sealy, Laughlin
& Browder, Inc.
By: /s/ JACK D. LADD
-----------------------------
Jack D. Ladd
JDL/jae
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EXHIBIT 23.1
CONSENT OF INDEPENDENT AUDITORS
The Board of Directors and Shareholders
Dawson Geophysical Company:
We consent to the use of our report included herein and to the reference to
our firm under the headings "Selected Financial Data" and "Experts" in the
Prospectus.
KPMG PEAT MARWICK LLP
Midland, Texas
November 17, 1997
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EXHIBIT 99.1
CERTIFICATE OF
DAWSON GEOPHYSICAL COMPANY
AS TO PAYMENT OF ADDITIONAL REGISTRATION FEE
Dawson Geophysical Company (the "Registrant") hereby certifies to the
Securities and Exchange Commission (the "Commission") that on November 17, 1997:
(i) The Registrant has instructed its wiring service to wire transfer
to the Commission the requisite filing fee of $1,045.45 due in connection
with the filing of its Registration Statement with the Commission on
November 17, 1997 pursuant to Rule 462(b) under the Securities Act of 1933,
as amended;
(ii) The Registrant will not revoke such instructions; and
(iii) The Registrant has sufficient funds in the account from which the
wire transfer will originate to cover the amount of the filing fee.
The Registrant hereby undertakes to confirm on November 18, 1997 that its
wiring service has received such instructions.
DAWSON GEOPHYSICAL COMPANY
By: /s/ L. DECKER DAWSON
---------------------------------
L. Decker Dawson
President
