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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): JUNE 7, 2005
OIL STATES INTERNATIONAL, INC.
(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
DELAWARE 001-16337 76-0476605
(State or Other Jurisdiction of (Commission File Number) (I.R.S. Employer
Incorporation or Organization) Identification No.)
THREE ALLEN CENTER 77002
333 CLAY STREET, SUITE 4620 (Zip Code)
HOUSTON, TEXAS
(Address of Principal Executive Offices)
Registrant's Telephone Number, including Area Code: (713) 652-0582
NOT APPLICABLE.
(Former name or former address, if changed since last report)
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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 June 7, 2005, an article (the "Article") about PTI Group Inc. ("PTI"), a
wholly owned subsidiary of Oil States International, Inc. (the "Company"),
appeared in the Edmonton Journal. The Article includes certain financial and
operational projections and discusses PTI's recent acquisition of Noble
Structures Inc.
The forward-looking statements made in the Article regarding the financial
and operational projections of PTI and its industry were, in part, attributed to
an officer of PTI and the Company. Such statements, to the extent made by such
officer, were unauthorized and do not reflect the views of the Company. In
particular, the statement projecting PTI revenues of C$350 million for 2005 is
incorrect; the Company currently expects PTI revenues of approximately C$296
million (or approximately US$237 million) for 2005. The Article also states that
PTI revenues are expected to reach C$800 million by 2010; the Company does not
currently provide projections of PTI revenues for 2010, and investors should not
rely on any such projection attributed to PTI or the Company. In addition, the
Article contains a purported quote from the officer of PTI and the Company that
there is currently an installed base of 12,000 housing units and there will be a
requirement for approximately 50,000 transportable, modular remote-site rooms in
PTI's market area over the next five years; the Company does not currently have
adequate information regarding the industry-wide installed base of housing units
and does not provide projections of the market for such rooms, and investors
should not rely on any such information or projection attributed to PTI or the
Company.
The Company has not historically provided annual revenue projections on a
segment or subsidiary basis and does not intend to do so in the future. This
filing is being made only to correct certain unauthorized and inaccurate
statements regarding PTI's expected revenues and does not represent a change in
the Company's practices regarding the publication of revenue guidance. The
Company does not undertake to update any of the forward-looking statements made
herein.
The Article also discussed PTI's recent acquisition of Noble Structures
Inc. The consideration for the acquisition was less than US$10 million, and the
acquisition is not considered to be material to the Company. With the Noble
acquisition, the Company now expects that PTI's maximum payroll at its seasonal
winter peak will approximate 2,400 employees, rather than the 3,000 employees
indicated in the Article.
This filing contains forward-looking statements within the meaning of the
Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934.
Forward-looking statements are those that do not state historical facts and are,
therefore, inherently subject to risks and uncertainties. The forward-looking
statements included in this filing are based on current expectations and entail
various risks and uncertainties that could cause actual results to differ
materially from those forward-looking statements. Such risks and uncertainties
include, among other things, risks associated with the general nature of the
oilfield service industry and other factors discussed within the "Business"
section of the Form 10-K for the year ended December 31, 2004 filed by the
Company with the SEC on March 2, 2005.
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.
OIL STATES INTERNATIONAL, INC.
Date: June 8, 2005 By: /s/ Robert W. Hampton
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Name: Robert W. Hampton
Title: Vice President Finance and Accounting