Current Report Filing (8-k)
2012年12月19日 - 11:46PM
Edgar (US Regulatory)
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): December 19, 2012 (December 13, 2012)
DAWSON GEOPHYSICAL COMPANY
(Exact name of Registrant as specified in its charter)
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TEXAS
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001-34404
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75-0970548
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(State of incorporation
or organization)
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(Commission
file number)
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(I.R.S. employer
identification number)
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508 W. WALL, SUITE 800
MIDLAND, TEXAS
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79701
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(Address of principal executive offices)
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(Zip code)
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Registrants 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):
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
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Item 4.01.
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Change in Registrants Certifying Accountant.
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On December 13, 2012, the Audit Committee of the Board of Directors (the Audit Committee) of Dawson Geophysical Company (the Company) approved the engagement of
Ernst & Young LLP (EY) as the Companys independent registered accounting firm for the year ending September 30, 2013, effective immediately. In connection with the selection of EY, also on December 13, 2012, the
Audit Committee approved the dismissal of KPMG LLP (KPMG) as the Companys independent registered public accounting firm, effective immediately.
During the two fiscal years ended September 30, 2012 and 2011, and through December 13, 2012, the Company has not consulted with EY regarding (i) the application of accounting principles to
any proposed transaction or the rendering of any audit opinion on the Companys consolidated financial statements; or (ii) any matter that was either the subject of a disagreement or a reportable event, as those
terms are defined in Item 304(a)(1) of Regulation SK.
The audit reports of KPMG (i) on the Companys
consolidated financial statements for the past two years ended September 30, 2012 and 2011 did not contain any adverse opinion or a disclaimer of opinion, nor were they qualified or modified as to uncertainty, audit scope or accounting
principles; and (ii) on the effectiveness of internal control over financial reporting as of September 30, 2012 and 2011 did not contain any adverse opinion or disclaimer of opinion, nor were they qualified or modified as to uncertainty,
audit scope or accounting principles.
During the Companys two most recent fiscal years ended September 30, 2012
and 2011 and through December 13, 2012, there were (i) no disagreements, as that term is defined in Item 304(a)(1)(iv) of Regulation S-K and the related instructions to Item 304 of Regulation S-K between the Company
and KPMG on any matter of accounting principles or practices, financial statement disclosure, or auditing scope or procedure, which, if not resolved to the satisfaction of KPMG, would have caused KPMG to make reference thereto in its reports for
such years; and (ii) no reportable events, as that term is defined in Item 304(a)(1)(v) of Regulation S-K.
The Company has provided KPMG with a copy of the foregoing disclosures, and KPMG has furnished the Company with a letter addressed to the U.S. Securities and Exchange Commission stating that it agrees
with the above statements concerning KPMG. A copy of such letter is attached as Exhibit 16.1 to this current report on Form 8-K and is incorporated by reference herein.
Item 9.01.
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Financial Statements and Exhibits.
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(d)
Exhibits
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Exhibit
Number
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Description
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16.1
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Letter from KPMG LLP to the Securities and Exchange Commission, dated December 19, 2012.
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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.
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DAWSON GEOPHYSICAL COMPANY
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Date: December 19, 2012
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By:
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/s/ Christina W. Hagan
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Christina W. Hagan
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Executive Vice President, Secretary and
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Chief Financial Officer
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INDEX TO EXHIBITS
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Exhibit
Number
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Description
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16.1
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Letter from KPMG LLP to the Securities and Exchange Commission, dated December 19, 2012.
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Dawson Geophysical (NASDAQ:DWSN)
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