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): November 29, 2012 (November 28, 2012)
C&J ENERGY SERVICES, INC.
(Exact name of registrant as specified in its charter)
| Delaware | 001-35255 | 20-5673219 | ||
| (State or other jurisdiction of incorporation or organization) | (Commission File Number) | (I.R.S. Employer Identification No.) | ||
| 10375 Richmond Ave, Suite 2000 Houston, Texas | 77042 | |||
| (Address of principal executive offices) | (Zip Code) | |||
Registrant’s telephone number, including area code: (713) 260-9900
Not Applicable.
(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):
| ¨ | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| ¨ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| ¨ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| ¨ | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Item 7.01 Regulation FD Disclosure
On November 28, 2012, C&J Energy Services, Inc. (“C&J” or the “Company”) issued a press release, a copy of which is furnished as Exhibit 99.1 to this Current Report, announcing that the Company’s management will be participating in the JP Morgan 3rd Annual Boston Oil & Gas Corporate Access Day in Boston, Massachusetts on Thursday, November 29, 2012, the Dahlman Rose & Co. Ultimate Oil Services and E&P Conference in New York, New York on December 3 & 4, 2012 and the 2012 Wells Fargo Securities 11th Annual Pipeline, MLP and Energy Symposium in New York, New York on December 4 & 5, 2012. Additional details regarding each conference are included in the press release. A copy of the prepared presentation materials intended for use at the conferences is furnished as Exhibit 99.2 to this Current Report. These materials have also been posted on C&J’s website atwww.cjenergy.com. A live webcast of the presentation to the Dahlman Rose conference can be accessed on Monday, December 3, 2012 at approximately 2:05 p.m. Eastern Time from C&J’s website; an archive of the webcast will also be available for replay following the event on C&J’s website.
C&J expressly disclaims any obligation to update the presentation materials or any other information posted on or available through its website, and cautions that the information set forth therein is only accurate as of the date indicated on such materials. The inclusion of any data or statements in the presentation materials (or available on or through C&J’s website) does not signify that such information is considered material. Please read the “Cautionary Note Regarding Forward-Looking Statements” set forth below.
In accordance with General Instruction B.2 of Form 8-K, the information furnished pursuant to this Item 7.01, and including Exhibit 99.1 and Exhibit 99.2 furnished herewith, shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended (the “Securities Act”), or the Exchange Act, except as shall be expressly set forth by specific reference in any such filing.
Cautionary Note Regarding Forward-Looking Statements
Certain statements and information in this Current Report and the materials furnished as Exhibit 99.1 and Exhibit 99.2 herewith may constitute “forward-looking statements” within the meaning of Section 27A of the Securities Act, Section 21E of the Exchange Act and “safe harbor” provisions of the Private Securities Litigation Reform Act of 1995. The words “believe,” “expect,” “anticipate,” “plan,” “intend,” “foresee,” “should,” “would,” “could” or other similar expressions are intended to identify forward-looking statements, which are generally not historical in nature. These forward-looking statements are based on C&J’s current expectations and beliefs concerning future developments and their potential effect on the Company. While management believes that these forward-looking statements are reasonable as and when made, there can be no assurance that future developments affecting C&J will be those that are anticipated. All comments concerning C&J’s expectations for future revenues and operating results are based on C&J’s forecasts for its existing operations and do not include the potential impact of any future acquisitions. C&J’s forward-looking statements involve significant risks and uncertainties (some of which are beyond C&J’s control) and assumptions that could cause actual results to differ materially from C&J’s historical experience and present expectations or projections. For additional information regarding known material factors that could cause C&J’s actual results to differ from its projected results, please see C&J’s filings with the Securities and Exchange Commission (the “SEC”), including its Annual Report on Form 10-K for the fiscal year ended December 31, 2011, and subsequent Quarterly Reports on Form 10-Q and the Current Reports on Form 8-K, which are available through the SEC’s website at www.sec.gov and C&J’s website at www.cjenergy.com. Readers are cautioned not to place undue reliance on any forward-looking statement or information contained in this Current Report and the materials furnished as Exhibit 99.1 and Exhibit 99.2 herewith, as those statements and information speak only as of the date indicated on such materials. C&J undertakes no obligation to publicly update or revise any forward-looking statements after the date they are made, whether as a result of new information, future events or otherwise.
Item 9.01 Financial Statements and Exhibits.
| (d) | Exhibits |
Exhibit No. | Description of Exhibit | |||
Exhibit 99.1 | Press Release dated November 29, 2012 Announcing Participation in Upcoming Investor Conferences | |||
Exhibit 99.2 | Investor Presentation dated November 2012 | |||
SIGNATURE
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 thereunto duly authorized.
| C&J ENERGY SERVICES, INC. | ||||||
| (Registrant) | ||||||
| Dated: November 29, 2012 | By: | /s/ Theodore R. Moore | ||||
| ||||||
| Theodore R. Moore | ||||||
Executive Vice President, General Counsel and Corporate Secretary | ||||||
EXHIBIT INDEX
Exhibit No. | Description of Exhibit | |
Exhibit 99.1 | Press Release dated November 28, 2012 Announcing Participation in Upcoming Investor Conferences | |
Exhibit 99.2 | Investor Presentation dated November 2012 | |