8-K 1 a05-19311_18k.htm CURRENT REPORT OF MATERIAL EVENTS OR CORPORATE CHANGES

 

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):

October 31, 2005

 

TGC INDUSTRIES, INC.

(Exact name of registrant as specified in its charter)

 

Texas

 

001-32472

 

74-2095844

(State of incorporation)

 

(Commission File No.)

 

(IRS Employer Identification No.)

 

1304 Summit Ave., Ste 2

Plano, TX  75074

(Address of principal executive offices) (Zip Code)

 

Registrant’s telephone number, including area code:  (972) 881-1099

 

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):

 

o    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 2.02.

 

Results of Operations and Financial Condition.

 

Attached hereto as Exhibit 99.1 is a press release (the “Press Release”) issued by TGC Industries, Inc. (“TGC”) on October 31, 2005 announcing its financial results for the third quarter ended September 30, 2005, the three months ended September 30, 2005 and the nine months ended September 30, 2005.  The Press Release is incorporated by reference into this Item 2.02, and the foregoing description of the Press Release is qualified in its entirety by reference to this exhibit.

 

The Press Release contains “non-GAAP financial measures” as defined in Item 10 of Regulation S-K of the Securities Exchange Act of 1934, as amended (the “Exchange Act”).  In the Press Release, TGC has provided reconciliations of the non-GAAP financial measures to the most directly comparable financial measures calculated and presented in accordance with generally accepted accounting principles (“GAAP”) in the United States.  In addition, TGC has provided in the Press Release the reasons why TGC believes the non-GAAP financial measures provide useful information.

 

Pursuant to General Instruction B.2 of Form 8-K, the information in this Form 8-K, including the exhibit shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, and is not incorporated by reference into any filing of TGC, whether made before or after the date hereof, regardless of any general incorporation language in such filing.

 

Item 9.01.

 

Financial Statements and Exhibits.

 

(d)

 

Exhibits

 

 

 

 

 

Pursuant to General Instruction B.2 of Form 8-K, the following exhibit is furnished with this Form 8-K.

 

 

 

 

 

99.1         Press Release, dated October 31, 2005

 

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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.

 

 

TGC INDUSTRIES, INC.

 

 

 

 

 

 

Date: November 1, 2005

By:

/s/ Wayne A. Whitener

 

 

 

Wayne A. Whitener

 

 

President and CEO

 

 

 

 

 

(Signing on behalf of the Registrant and as Principal
Executive Officer)

 

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EXHIBIT INDEX

 

Exhibit No.

 

Description

 

 

 

99.1

 

Press Release, dated October 31, 2005

 

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