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): FEBRUARY 2, 2005
ALLIS-CHALMERS ENERGY INC.
--------------------------
(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
DELAWARE 1-2199
(STATE OR OTHER JURISDICTION (COMMISSION FILE NUMBER)
OF INCORPORATION)
39-0126090
(I.R.S. EMPLOYER
IDENTIFICATION NO.)
5075 WESTHEIMER, SUITE 890
HOUSTON, TEXAS 77056
(ADDRESS OF PRINCIPAL EXECUTIVE OFFICES) (ZIP CODE)
REGISTRANT'S TELEPHONE NUMBER, INCLUDING AREA CODE: (713) 369-0550
Check the appropriate box below if the Form 8-K filing is intended to
simultaneously satisfy the filing obligation of the Company 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 ct (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))
SECTION 1 - REGISTRANT'S BUSINESS AND OPERATIONS
ITEM 4.02(a) - Non-Reliance on Previously Issued Financial Statements or
a Related Audit Report or Completed Interim Review
On February 3, 2005, the Company issued a press release announcing that it will
restate its financial statements for the third and fourth quarter of 2003, for
the year ended December 31, 2003, and for the first three quarters of 2004 as a
result of a determination that purchase accounting rather than joint venture
accounting is the correct accounting method to account for the formation of its
AirComp subsidiary in July 2003. A description of the principal adjustments
resulting from the restatement is set forth in the press release, a copy of
which is attached to this Report.
The Company's decision was prompted by comments received from the Securities and
Exchange Commission in connection with the review of the Company's Annual Report
on Form 10-K for the year ended December 31, 2003. The Company's determination
to account for the AirComp transaction as set forth in the press release was
made by the Board of Directors of the Company on February 2, 2005, upon the
recommendation of the Company's Audit Committee and with the concurrence of the
Company's independent auditor for the fiscal year ended December 31, 2003,
Gordon Hughes & Banks LLP.
ITEM 9.01 - FINANCIAL STATEMENTS AND EXHIBITS
(c) Exhibits.
Exhibit
Number Description
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99.1 Press Release dated February 3, 2005
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 hereunto duly authorized.
ALLIS-CHALMERS ENERGY INC.
/S/ VICTOR M. PEREZ
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BY: VICTOR M. PEREZ
CHIEF FINANCIAL OFFICER
DATE: FEBRUARY 3, 2005
2
EXHIBIT INDEX
Exhibit
Number Description
- -------- ----------------------------------------
99.1 Press Release dated February 3, 2005