8-K 1 e14718_8k.txt FORM 8-K 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) April 29, 2003 Cooper Cameron Corporation (Exact Name of Registrant as Specified in its Charter) Delaware 1-13884 76-0451843 (State or other (Commission (I.R.S. Employer jurisdiction of File Number) Identification No.) incorporation) 1333 West Loop South, Suite 1700, Houston, Texas 77027 (Address of Principal Executive Offices) (Zip Code) Registrant's telephone number, including area code (713) 513-3300 Not Applicable (Former Name or Former Address, if Changed Since Last Report) Item 7. Financial Statements and Exhibits. The following is being furnished as an exhibit to this report. Exhibit 99.1 Press Release of Cooper Cameron Corporation, dated April 29, 2003 - Cooper Cameron First Quarter Earnings Per Share $0.15 vs. $0.35 in First Quarter A Year Ago Item 9. Regulation FD Disclosure. The following information is being furnished pursuant to Item 12 "Disclosure of Results of Operations and Financial Condition," and is included under this Item 9 in accordance with the procedure guidance in SEC Release No. 33-8216. A copy of the press release, dated April 29, 2003, announcing earnings for the first quarter of fiscal year 2003 is attached to this Form 8-K as Exhibit 99.1 and is being furnished pursuant to Item 9 and Item 12. Exhibit 99.1 to this report contains certain "non-GAAP financial measures" as defined in Item 10 of Regulation S-K of the Securities Exchange Act of 1934, as amended. The non-GAAP financial measures include earnings before interest, taxes, depreciation and amortization expense and special items ("EBITDA") and earnings per share before special items. A reconciliation of these items to the most directly comparable financial measures calculated and presented in accordance with Generally Accepted Accounting Principles in the United States ("GAAP") is included as an attachment to the press release. The Company believes the presentation of EBITDA is useful to the Company's investors because EBITDA is an appropriate measure of evaluating the Company's operating performance and liquidity that reflects the resources available for strategic opportunities including, among others, investing in the business, strengthening the balance sheet, repurchasing the Company's securities and making strategic acquisitions. In addition, EBITDA is a widely used benchmark in the investment community, and the Company also uses EBITDA as a performance measure in its corporate bonus program. The Company excludes special items from EBITDA and earnings per share since the Company believes these non-GAAP operating performance measures are useful for investors because they enhance investors' ability to analyze trends in the Company's underlying business and to compare the Company's operating performance to that of the Company's peers. The presentation of this additional information is not meant to be considered in isolation or as a substitute for the Company's financial results prepared in accordance with GAAP. 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 thereunto duly authorized. COOPER CAMERON CORPORATION By: /s/ Franklin Myers ----------------------------------------- Franklin Myers Senior Vice President of Finance and Chief Financial Officer Date: April 29, 2003 EXHIBIT INDEX Exhibit Number Description ------ ----------- 99.1 Cooper Cameron Corporation's press release dated April 29, 2003