UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
Form 10-Q/A
Amendment No. 1
(Mark One)
| x | QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
For the quarterly period ended September 30, 2010
OR
| ¨ | TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
Commission file number 333-150853-4
Forbes Energy Services Ltd.
(Exact name of registrant as specified in its charter)
| Bermuda | 98-0581100 | |
(State or other jurisdiction of incorporation or organization) | (I.R.S. Employer Identification No.) |
3000 South Business Highway 281 Alice, Texas | 78332 | |
| (Address of principal executive offices) | (Zip Code) |
Registrant’s telephone number, including area code: (361) 664-0549
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. ¨ Yes x No
Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). ¨ Yes ¨ No
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.
| Large accelerated filer | ¨ | Accelerated filer | ¨ | |||
| Non-accelerated filer | x (Do not check if a smaller reporting company) | Smaller reporting company | ¨ | |||
Indicate by check mark whether the registrant is a shell company (as defined in Exchange Act Rule 12b-2). ¨ Yes x No
Shares outstanding of each of the registrant’s classes of common stock as of January 12, 2011:
Class | Outstanding as of January 12, 2011 | |
| Common Stock, $.01 par value | 83,673,700 |
EXPLANATORY NOTE
This Amendment No. 1 on Form 10-Q/A, or the Amendment, amends the Quarterly Report on Form 10-Q for the quarter ended September 30, 2010, or the Original Report, filed by Forbes Energy Services Ltd. and its subsidiaries, or the Forbes Group, with the Securities and Exchange Commission on November 12, 2010. The Forbes Group is amending the Original Report in response to a comment letter received from the staff of the Securities and Exchange Commission in connection with the staff’s review of our Registration Statement on Form S-4 filed on November 19, 2010 in order to reflect the following items:
| • | The amendment of the certifications, filed pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 as exhibits 32.1 and 32.2 to the Original Report, to replace the inadvertent reference to the quarter ended June 30, 2010 with the correct reference to the quarter ended September 30, 2010. |
Except as described above, no other changes have been made to the Original Report. Accordingly, this Amendment should be read in conjunction with our Original Report. Further, the Amendment is stated as of the file date of the Original Report and does not reflect events occurring after the filing date of the Original Report.
PART II — OTHER INFORMATION
| Item 6. | Exhibits** |
Number | Description of Exhibits | |
| 31.1* — | Certification of Chief Executive Officer pursuant to Rule 13a-14(a)/15d-14(a). | |
| 31.2* — | Certification of Chief Financial Officer pursuant to Rule 13a-14(a)/15d-14(a). | |
| 32.1* — | Certification of Chief Executive Officer Pursuant to Section 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. | |
| 32.2* — | Certification of Chief Financial Officer Pursuant to Section 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. | |
| * | Filed herewith. |
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
| FORBES ENERGY SERVICES LTD. | ||||
| January 24, 2011 | By: | /S/ JOHN E. CRISP | ||
| John E. Crisp | ||||
| Chairman, Chief Executive Officer and President | ||||
| (Principal Executive Officer) | ||||
| January 24, 2011 | By: | /S/ L. MELVIN COOPER | ||
| L. Melvin Cooper | ||||
| Senior Vice President, | ||||
| Chief Financial Officer and Assistant Secretary | ||||
| (Principal Financial and Accounting Officer) | ||||
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EXHIBIT INDEX**
Number | Description of Exhibits | |
| 31.1* — | Certification of Chief Executive Officer pursuant to Rule 13a-14(a)/15d-14(a). | |
| 31.2* — | Certification of Chief Financial Officer pursuant to Rule 13a-14(a)/15d-14(a). | |
| 32.1* — | Certification of Chief Executive Officer Pursuant to Section 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. | |
| 32.2* — | Certification of Chief Financial Officer Pursuant to Section 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. | |
| * | Filed herewith. |
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