DAWSON GEOPHYSICAL COMPANY Item 1.01. Entry into a Material Definitive Agreement.
The information set forth in Item 3.03 of this Current Report on Form 8-K is incorporated herein by reference.
Item 3.03. Material Modification to Rights of Security Holders.
On
Initially, the Rights will be attached to all outstanding shares of Common
Stock, and no separate certificates for the Rights ("Rights Certificates") will
be distributed. The Rights will separate from the Common Stock and a
"Distribution Date" will occur, with certain exceptions, upon the earlier of (i)
ten days following a public announcement that a person or group of affiliated or
associated persons (an "Acquiring Person") has acquired, or obtained the right
to acquire, beneficial ownership of 10% (or 15% in the case of a "13G Investor,"
as defined in the Rights Agreement) or more of the outstanding shares of Common
Stock (the date of the announcement being the "Stock Acquisition Date"), or (ii)
ten business days following the commencement of a tender offer or exchange offer
that would result in a person's becoming an Acquiring Person. In certain
circumstances, the Distribution Date may be deferred by the Board of Directors.
Certain inadvertent acquisitions will not result in a person's becoming an
Acquiring Person if the person promptly divests itself of sufficient Common
Stock. If at the time of the adoption of the Rights Agreement, any person or
group of affiliated or associated persons is the beneficial owner of 10% (or 15%
in the case of a 13G Investor) or more of the outstanding shares of Common
Stock, such person shall not become an Acquiring Person unless and until certain
increases in such person's beneficial ownership occur or are deemed to occur.
Until the Distribution Date, (a) the Rights will be evidenced by the Common
Stock certificates or book-entry accounts, as applicable, and will be
transferable only in connection with the transfer of the underlying shares of
Common Stock, (b) new Common Stock certificates or book-entry accounts, as
applicable, representing shares of Common Stock issued after the close of
business on
The definition of "Acquiring Person" contained in the Rights Agreement contains several exemptions.
The Rights are not exercisable until the Distribution Date and will expire at
the close of business on
Certain synthetic interests in securities created by derivative positions-whether or not such interests are considered to be ownership of the underlying Common Stock or are reportable for purposes of Regulation 13D of the Securities Exchange Act of 1934-are treated as beneficial ownership of the number of shares of Common Stock equivalent to the economic exposure created by the derivative position, to the extent actual shares of Common Stock are directly or indirectly held by counterparties to the derivatives contracts. Swaps dealers unassociated with any control intent or intent to evade the purposes of the Rights Agreement are excepted from such imputed beneficial ownership.
As soon as practicable after the Distribution Date, Rights Certificates will be mailed to holders of record of Common Stock as of the close of business on the Distribution Date or Rights will be credited to the book-entry accounts of holders of record of Common Stock as of the close of business on the Distribution Date. From and after the Distribution Date, the separate Rights Certificates or credits to the book-entry accounts, as applicable, alone will represent the Rights. All shares of Common Stock issued prior to the Distribution Date will be issued with Rights. Shares of Common Stock issued after the Distribution Date in connection with certain employee benefit plans or upon conversion of certain securities will be issued with Rights. Except as otherwise determined by the Board of Directors, no other shares of Common Stock issued after the Distribution Date will be issued with Rights.
In the event (a "Flip-In Event") that a person becomes an Acquiring Person (except pursuant to a tender or exchange offer for all outstanding shares of Common Stock at a price and on terms that a majority of the directors of the Company who are not, and are not representatives, nominees, affiliates or associates of, an Acquiring Person or the person making the offer determines to be fair to and otherwise in the best interests of the Company and its shareholders (a "Permitted Offer")), each holder of a Right will thereafter have the right to receive, upon exercise of such Right, a number of shares of Common Stock (or, in certain circumstances, cash, property or other securities of the Company) having a Current Market Price (as defined in the Rights Agreement) equal to two times the exercise price of the Right. Notwithstanding the foregoing, following the occurrence of any Triggering Event, all Rights that are, or (under certain circumstances specified in the Rights Agreement) were, beneficially owned by or transferred to an Acquiring Person (or by certain related parties) will be null and void in the circumstances set forth in the Rights Agreement. However, Rights are not exercisable following the occurrence of any Flip-In Event until such time as the Rights are no longer redeemable by the Company as set forth below.
In the event (a "Flip-Over Event") that, at any time from and after the time an Acquiring Person becomes such, (i) the Company is acquired in a merger or other business combination transaction (other than certain mergers that follow a Permitted Offer), or (ii) 50% or more of the Company's assets, cash flow or earning power is sold or transferred, each holder of a Right (except Rights that are voided as set forth above) shall thereafter have the right to receive, upon exercise, a number of shares of common stock of the acquiring company having a Current Market Price equal to two times the exercise price of the Right. Flip-In Events and Flip-Over Events are collectively referred to as "Triggering Events."
The number of outstanding Rights associated with a share of Common Stock, or the number of Fractional Shares of Preferred Stock issuable upon exercise of a Right and the Purchase Price, are subject to adjustment in the event of a stock dividend on, or a subdivision, combination or reclassification of, the Common Stock occurring prior to the Distribution Date. The Purchase Price payable, and the number of Fractional Shares of Preferred Stock or other securities or property issuable, upon exercise of the Rights are subject to adjustment from time to time to prevent dilution in the event of certain transactions affecting the Preferred Stock.
With certain exceptions, no adjustment in the Purchase Price will be required until cumulative adjustments amount to at least 1% of the Purchase Price. No fractional shares of Preferred Stock that are not integral multiples of a Fractional Share are required to be issued upon exercise of Rights and, in lieu thereof, an adjustment in cash may be made based on the market price of the Preferred Stock on the last trading date prior to the date of exercise. Pursuant to the Rights Agreement, the Company reserves the right to require prior to the occurrence of a Triggering Event that, upon any exercise of Rights, a number of Rights be exercised so that only whole shares of Preferred Stock will be issued.
At any time until ten days following the first date of public announcement of
the occurrence of a Flip-In Event, the Company may redeem the Rights in whole,
but not in part, at a price of
At any time after the occurrence of a Flip-In Event and prior to a person's becoming the beneficial owner of 50% or more of the shares of Common Stock then outstanding or the occurrence of a Flip-Over Event, the Company may exchange the . . .
Item 5.03. Amendments to Articles of Incorporation or Bylaws; Change in Fiscal
Year.
The information set forth in Item 3.03 of this Current Report on Form 8-K is incorporated herein by reference.
In connection with the Rights Agreement, the Company has submitted for filing a
Statement of Resolutions Establishing Series of Shares with respect to the
Series A Junior Participating Preferred Stock setting forth the terms of the
Preferred Stock issuable upon exercise of the Rights. Such Statement of
Resolutions Establishing Series of Shares has been filed with the
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits
EXHIBIT
NUMBER DESCRIPTION
3.1 - Statement of Resolutions Establishing Series of Shares designated
Series A Junior Participating Preferred Stock of Dawson Geophysical
Company.
4.1 - Rights Agreement, dated as of April 8, 2021 between Dawson Geophysical
Company and American Stock Transfer & Trust Company, LLC, as Rights
Agent.
99.1 - Press release dated April 8, 2021.
104 - Cover Page Interactive Data File, formatted in Inline XBRL, and included
as Exhibit 101.© Edgar Online, source
