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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): December 22, 2005
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NATURAL GAS SERVICES GROUP, INC. |
(Exact Name of Registrant as Specified in Its Charter) |
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Colorado |
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1-31398 |
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75-2811855 |
(State or other jurisdiction
of Incorporation or organization)
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(Commission File
Number)
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(IRS Employer
Identification No.) |
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2911 South County Road 1260 Midland, Texas |
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79706 |
(Address of Principal Executive Offices)
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(Zip Code) |
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432-563-3974
(Registrants telephone number, including area code)
Not Applicable
(Former name or former address, if changed since last report)
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:
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 5.02. Departure of Directors or Principal Officers; Election of Directors; Appointment of Principal Officers.
On December 14, 2005, Natural Gas Services Group, Inc., or the
Company, issued a press release announcing Wallace C. Sparkmans retirement from service as
Chairman of the Board and a member of the Board of Directors of Natural Gas Services Group, Inc.,
effective December 31, 2005.
On December 22, 2005, the Company issued a press release announcing the appointment of Stephen
C. Taylor as Chairman of the Board of Directors, effective January 1, 2006. Mr. Taylor will retain
his current positions as President and Chief Executive Officer.
Item 7.01. Regulation FD Disclosure.
Attached hereto as Exhibit 99.1 is the press release issued by the Company on December 22,
2005 announcing Mr. Taylors appointment as Chairman of the Board.
Pursuant to General Instruction B.2 of Form 8-K, the information under this Item 7.01 in this
Current Report on 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 Natural Gas whether made before or after the date hereof, regardless of any general
incorporation language in such filing.
Item 9.01. Financial Statements and Exhibits.
(c) Exhibits
Pursuant to General Instruction B.2 of Form 8-K, Exhibit 99.1 is furnished with this Current
Report on Form 8-K.
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Exhibit No. |
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Description of Exhibit |
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99.1 |
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Press release issued December 22, 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.
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NATURAL GAS SERVICES GROUP, INC.
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By: |
/s/ Stephen C. Taylor
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Stephen C. Taylor, |
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President and Chief Executive Officer |
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Dated: December 22, 2005
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EXHIBIT INDEX
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Exhibit No. |
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Description |
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99.1
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Press release issued December 22, 2005 |
exv99w1
Exhibit 99.1
[LOGO]
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FOR IMMEDIATE RELEASE
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For More Information, Contact: |
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December 21, 2005 |
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Jim Drewitz, Investor Relations |
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972-355-6070 |
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Steve Taylor, President & CEO |
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800-580-1828 |
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NATURAL GAS SERVICES GROUP NAMES STEPHEN C. TAYLOR AS
CHAIRMAN OF THE BOARD OF DIRECTORS
MIDLAND, Texas, December 21, 2005 Natural Gas Services Group, Inc. (AMEX:NGS), a leading provider
of gas compression, flare equipment and services to the natural gas industry, proudly announces its
Board of Directors has elected Stephen C. Taylor, 52, to assume the additional role of Chairman of
the Board effective January 1, 2006. Mr. Taylor currently serves as the Companys President and
CEO.
Steve Taylor has clearly demonstrated strong leadership and has contributed significantly to NGSs
growth and overall success during his tenure with the Company, said Wallace Sparkman, 75, retiring
Chairman of NGS. I look forward to the continued success for NGS under his leadership as Chairman
and CEO.
Steve Taylor joined Natural Gas Services Group in January 2005. Prior to joining Natural Gas
Services Group Mr. Taylor was most recently the US General Manager of Trican Production Services,
Houston, Texas. Previously he was Senior Vice President and Chief Operating Officer of Enventure
Global Technology, Houston, Texas and spent 24 years with Halliburton Company in various management
positions. Mr. Taylor has a Bachelor of Science in Mechanical Engineering from Texas Tech
University and a Master of Business Administration from the University of Texas at Austin, Texas.
Steve Taylor, commenting on his new position stated, Filling Wallaces shoes is a large task, but
I look forward to continuing to build on the success that NGS has experienced since its inception.
Mr. Taylor continued, We are very well positioned to continue our participation in the growing
non-conventional gas activity throughout the U.S. I am excited about building upon our past
operational and financial achievements and furthering our previously announced geographic
expansions into the Rocky Mountain and Appalachian areas. I look forward to continued growth and
success in all areas in 2006.
About Natural Gas Services Group, Inc.
NGS is a leading provider of small to medium horsepower compression equipment to the natural gas
industry with a primary focus on the non-conventional gas industry, i.e., coalbed methane, gas
shales and tight gas. The Company manufactures, fabricates and rents natural gas compressors that
enhance the production of natural gas wells and provides maintenance services for those
compressors. In addition the Company sells custom fabricated natural gas compressors to meet
customer specifications dictated by well pressures, production characteristics and particular
applications. The Company also manufactures and sells flare systems for gas plant and production
facilities. NGS is headquartered in Midland, TX with manufacturing facilities located in Tulsa, OK,
Lewiston, MI and Midland, TX and service facilities located in major gas producing basins in the
U.S.
For more information visit the Companys website at www.ngsgi.com.
Forward-Looking Statements
Except for historical information contained herein, the statements in this release are
forward-looking and made pursuant to the safe harbor provisions of the Private Securities
Litigation Reform Act of 1995. Forward-looking statements involve known and unknown risks and
uncertainties, which may cause NGSs actual results in future periods to differ materially from
forecasted results. Those risks include, among other things, the loss of market share through
competition or otherwise; the introduction of competing technologies by other companies; a
prolonged, substantial reduction in oil and natural gas prices which could cause a decline in the
demand for NGSs products and services; and new governmental safety, health and environmental
regulations which could require NGS to make significant capital expenditures. The forward-looking
statements included in this press release are only made as of the date of this press release, and
NGS undertakes no obligation to publicly update such forward-looking statements to reflect
subsequent events or circumstances. A discussion of these factors is included in NGSs Annual
Report on Form 10-KSB filed with the Securities and Exchange Commission.
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