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EX-99.1 - EX-99.1 - DAWSON GEOPHYSICAL COd84839exv99w1.htm
 
 
UNITED STATES
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): September 26, 2011
DAWSON GEOPHYSICAL COMPANY
(Exact name of Registrant as specified in its charter)
         
TEXAS   001-34404   75-0970548
(State of incorporation   (Commission file number)   (I.R.S. employer identification number)
or organization)        
     
508 W. WALL, SUITE 800    
MIDLAND, TEXAS   79701
(Address of principal executive offices)   (Zip code)
Registrant’s telephone number, including area code: (432) 684-3000
(Former name or former address, if changed since last report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):
þ   Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
 
o   Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
 
o   Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
 
o   Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
 
 

 


 

Item 8.01. Other Events.
     On September 26, 2011, Dawson Geophysical Company (“Dawson”) and TGC Industries, Inc. (“TGC”) issued a joint press release announcing the filing of definitive proxy materials with the Securities and Exchange Commission in connection with Dawson’s previously announced proposed acquisition of TGC. In connection with the proposed merger, Dawson and TGC will each hold special meetings of their respective shareholders on October 27, 2011. As previously announced, shareholders of record as of the close of business on August 29, 2011 will be entitled to vote at the special meetings.
     A copy of the joint press release is included herein as Exhibit 99.1 and is incorporated by reference herein.
* * *
     Important Information For Investors and Shareholders
      This report does not constitute an offer to sell or the solicitation of an offer to buy any securities or a solicitation of any vote or approval.
     In connection with the proposed merger, Dawson filed with the Securities and Exchange Commission (“SEC”) a registration statement on Form S-4 that includes a definitive joint proxy statement/prospectus regarding the proposed merger. The registration statement was declared effective by the SEC on September 23, 2011, and a definitive joint proxy statement/prospectus will be mailed to Dawson and TGC shareholders on or about September 27, 2011 in connection with the proposed merger.
     INVESTORS AND SECURITY HOLDERS OF DAWSON AND TGC ARE URGED TO READ THE JOINT PROXY STATEMENT/PROSPECTUS AND OTHER RELEVANT DOCUMENTS FILED WITH THE SEC CAREFULLY AND IN THEIR ENTIRETY AS THEY CONTAIN IMPORTANT INFORMATION ABOUT THE PROPOSED TRANSACTION. Investors and shareholders may obtain free copies of the joint proxy statement/prospectus, as well as other documents containing important information about Dawson and TGC filed with the SEC, through the website maintained by the SEC at www.sec.gov. Dawson and TGC make available free of charge at www.dawson3d.com and www.tgcseismic.com, respectively (in the “Investor Relations” section), copies of materials they file with, or furnish to, the SEC, or investors and shareholders may contact Dawson at (432) 684-3000 or TGC at (972) 881-1099 to receive copies of documents that each company files with or furnishes to the SEC.
     Participants in the Proxy Solicitation
      Dawson, TGC, and certain of their respective directors and officers may be deemed to be participants in the solicitation of proxies from the shareholders of Dawson and TGC in connection with the proposed transactions. Information about the directors and officers of Dawson is set forth in its proxy statement for its 2011 annual meeting of shareholders, which was filed with the SEC on December 7, 2010. Information about the directors and officers of TGC is set forth in its Amendment No. 1 to Annual Report on Form 10-K/A, which was filed with the SEC on April 15, 2011. These documents can be obtained free of charge from the

 


 

sources indicated above. Other information regarding the participants in the proxy solicitation and a description of their direct and indirect interests, by security holdings or otherwise, is contained in the joint proxy statement/prospectus and other relevant materials filed with the SEC.
Item 9.01. Financial Statements and Exhibits.
     (d) Exhibits
         
Exhibit    
Number   Description
99.1    
Press release dated September 26, 2011.

 


 

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 GEOPHYSICAL COMPANY
 
 
Date: September 26, 2011  By:   /s/ Christina W. Hagan    
    Christina W. Hagan   
    Executive Vice President, Secretary and
Chief Financial Officer 
 

 


 

INDEX TO EXHIBITS
         
Exhibit    
Number   Description
99.1    
Press release dated September 26, 2011.