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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 9, 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 9, 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.
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 Article states that PTI expects revenues to reach C$800 million
by 2010. The Company does not currently provide projections of PTI revenues for
2010, and investors therefore should not rely on any such projection attributed
to PTI or the Company. The Article also contains a quote from the officer of PTI
and the Company that PTI will manufacture 30 remote site sewage treatment plants
this year. The Article contains another quote from the officer of PTI and the
Company that, if the remote site sewage treatment plant technology provides
consistent results, PTI intends to market such technology worldwide and
expressed his belief that such technology could become a C$100 million to C$150
million per year business. PTI does not have extensive operating and financial
results with such technology. Investors therefore should not rely on any such
operational, marketing or financial projections for the sewage treatment plant
business attributed to PTI or the Company.
The Company has not historically provided annual revenue projections on a
product line, 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.
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 9, 2005 By: /s/ Robert W. Hampton
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Name: Robert W. Hampton
Title: Vice President Finance and Accounting