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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): August 3, 2004
NATURAL GAS SERVICES GROUP, INC.
(Exact Name of Registrant as Specified in Its Charter)
Colorado 1-31398 75-2811855
(State or other jurisdiction (Commission File (IRS Employer
of Incorporation or organization) Number) Identification No.)
2911 South County Road 1260 Midland, Texas 79706
(Address of Principal Executive Offices) (Zip Code)
432-563-3974
(Registrant's telephone number, including area code)
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Item 7. FINANCIAL STATEMENTS AND EXHIBITS
(a) Financial Statements
None
(b) Pro Forma Financial Information
None
(c) Exhibits
Exhibit 99 News Release issued by Natural Gas Services
Group, Inc. on August 3, 2004.
Item 12. RESULTS OF OPERATIONS AND FINANCIAL CONDITION.
On August 3, 2004, Natural Gas Services Group, Inc. issued a news
release announcing its unaudited financial results for the second quarter and
the six months ended June 30, 2004. This news release is being furnished
pursuant to Item 12.
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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.
NATURAL GAS SERVICES GROUP, INC.
By: /s/ Wallace C. Sparkman
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Wallace C. Sparkman, President
Dated: August 3, 2004
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Exhibit Number Exhibit
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99 News Release dated August 3, 2004
Exhibit 99.1
NGSG
NATURAL GAS SERVICES GROUP, INC.
FOR IMMEDIATE RELEASE For More Information, Contact:
July 21, 2004 Wallace Sparkman, CEO
800-580-1828
Jim Drewitz, Investor Relations
972-355-6070
NATURAL GAS SERVICES GROUP ANNOUNCES
PRIVATE PLACEMENT FOR $5 MILLION
MIDLAND, Texas, July 21, 2004 - Natural Gas Services Group, Inc. (AMEX:NGS), a
leading provider of equipment and services to the natural gas and oil industry,
announces the Company has entered into a definitive agreement to sell 649,574
shares of its restricted common stock to an accredited private investor at a
price slightly below market value in a private placement that will raise
approximately $5 million in net proceeds to the Company.
The private placement includes restricted common stock and does not include any
warrants. These shares represent approximately 11% of the outstanding common
stock. The closing, which is subject to customary closing conditions, is
scheduled to occur on or before August 4, 2004.
NGS plans to use the net proceeds of the offering to further advance the growth
of the Company's rental fleet of natural gas compressors, working capital and
general corporate purposes, including possible acquisition of strategically
located compressor companies. The Company has agreed to file a registration
statement with the SEC for the resale of common stock within the next sixty
days.
Wallace Sparkman, President and CEO said, "This is an outstanding opportunity
with a private investor we have a continuing relationship with. The placement
includes only restricted common stock and does not include any warrants or any
additional fees other than legal fees. This gives us additional capital to meet
anticipated needs resulting from future business expansion and provide working
capital. It will facilitate our ability to complete future business
opportunities as they become available."
About Natural Gas Services Group, Inc NGS manufactures, fabricates, sells,
leases and services natural gas compressors that enhance the production of oil
and gas wells. The Company also manufactures and sells flare systems and flare
ignition systems for plant and production facilities.
For more information visit the Company's website at www.ngsgi.com .
Certain statements contained herein are "forward looking" statements as such
term is defined in the Private Securities Litigation Reform Act of 1995. Because
statements include risks and uncertainties, actual results may differ materially
from those expressed or implied and include, but are not limited to, those
discussed in filings by the Company with the Securities and Exchange Commission.
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