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): September 25, 2006
SUPERIOR ENERGY SERVICES, INC.
(Exact name of registrant as specified in its charter)
|
|
|
|
|
Delaware
(State or other jurisdiction)
|
|
0-20310
(Commission File Number)
|
|
75-2379388
(IRS Employer Identification No.) |
|
|
|
1105 Peters Road, Harvey, Louisiana
(Address of principal executive offices)
|
|
70058
(Zip Code) |
(504) 362-4321
(Registrants telephone number, including area code)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the
filing obligations of the registrant under any of the following provisions:
|
|
|
þ |
|
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
|
|
|
o |
|
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
|
|
|
o |
|
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR
240.14d-2(b)) |
|
|
|
o |
|
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR
240.13e-4(c)) |
Item 8.01. Other Events.
On September 25, 2006, management of Superior Energy Services, Inc. (the Company) hosted an
investor conference call to discuss the previously announced Agreement and Plan of Merger by and
among the Company, Warrior Energy Services Corporation, a Delaware corporation and SPN Acquisition
Sub, Inc., a Delaware corporation and wholly-owned subsidiary of the Company. The transcript of
the investor conference call is attached hereto as Exhibit 99.1 to this Current Report on Form 8-K
and is incorporated by reference herein. This communication may be deemed to be solicitation
material with respect to the merger.
Item 9.01. Financial Statements and Exhibits.
|
(d) |
|
Exhibits. |
|
|
99.1 |
|
Transcript of investor conference call held on September 25, 2006. |
IMPORTANT ADDITIONAL INFORMATION WILL BE FILED WITH THE SEC.
In connection with the proposed merger, Superior will file with the SEC a Registration Statement on
Form S-4 that will include a proxy statement of Warrior that also constitutes a prospectus of
Superior. Warrior will mail the proxy statement/prospectus to its stockholders. Investors and
security holders are urged to read the proxy statement/prospectus regarding the proposed merger
when it becomes available because it will contain important information. You may obtain a free copy
of the proxy statement/prospectus (when available) and other related documents filed by Superior
and Warrior with the SEC at the SECs website at www.sec.gov. The proxy statement/prospectus (when
it is filed) and the other documents may also be obtained for free by accessing Superiors website
at www.superiorenergy.com.
Superior, Warrior and their directors, executive officers and certain other persons may be
deemed to be participants in the solicitation of proxies from Warriors stockholders in connection
with the proposed transaction. Information regarding such persons and a description of their direct
and indirect interests, by security holdings or otherwise, are and will be contained in the proxy
statement/prospectus and other materials filed with the SEC, including the Companys Annual Report
on Form 10-K and Proxy Statement for the 2006 Annual Meeting of Stockholders and Warriors
Registration Statement on Form S-1. You can obtain free copies of these documents from Superior or
Warrior using the contact information above.
SAFE HARBOR FOR FORWARD-LOOKING STATEMENTS
This report contains certain forward-looking statements within the meaning of the Private
Securities Litigation Reform Act of 1995 which involve known and unknown risks, uncertainties and
other factors. Among the factors that could cause actual results to differ materially are:
volatility of the oil and gas industry, including the level of exploration, production and
development activity; risks associated with the Companys rapid growth; changes in competitive
factors and other material factors that are described from time to time in the Companys filings
with the Securities and Exchange Commission. Actual events, circumstances, effects and results may
be materially different from the results, performance or achievements expressed or implied by the forward-looking statements. Consequently, the forward-looking statements contained herein
should not be regarded as representations by Superior or any other person that the projected
outcomes can or will be achieved.
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.
|
|
|
|
|
|
SUPERIOR ENERGY SERVICES, INC.
|
|
|
By: |
/s/ Robert S. Taylor
|
|
|
|
Robert S. Taylor |
|
|
|
Chief Financial Officer |
|
|
Dated: September 26, 2006