-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, QLwntvXF/eYBLFLveAuGiXn+d/u0QYRkXCpviE72uD1DW/JuFrm67ItXmdi3ChAz vQo7JAW+W63m0tknqqwhjA== 0000950129-04-000035.txt : 20040106 0000950129-04-000035.hdr.sgml : 20040106 20040106145605 ACCESSION NUMBER: 0000950129-04-000035 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20040105 ITEM INFORMATION: Financial statements and exhibits ITEM INFORMATION: Regulation FD Disclosure FILED AS OF DATE: 20040106 FILER: COMPANY DATA: COMPANY CONFORMED NAME: VERDISYS INC CENTRAL INDEX KEY: 0001141197 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-BUSINESS SERVICES, NEC [7389] IRS NUMBER: 223755993 STATE OF INCORPORATION: CA FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 333-64122 FILM NUMBER: 04509689 BUSINESS ADDRESS: STREET 1: 11650 IBERIA PL SUITE 201 CITY: SAN DIEGO STATE: CA ZIP: 92128 BUSINESS PHONE: 8586181085 MAIL ADDRESS: STREET 1: 11650 IBERIA PLACE SUITE 201 CITY: SAN DIEGO STATE: CA ZIP: 92128 8-K 1 h11664e8vk.txt VERDISYS, INC.- JANUARY 5, 2004 UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT FILED PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 DATE OF REPORT (DATE OF EARLIEST EVENT REPORTED): JANUARY 5, 2004 VERDISYS, INC. (EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER) CALIFORNIA 333-64122 22-3755993 (STATE OR OTHER JURISDICTION OF (COMMISSION (I.R.S. EMPLOYER INCORPORATION OR ORGANIZATION) FILE NUMBER) IDENTIFICATION NO.) 25025 I-45 NORTH, SUITE 525 THE WOODLANDS, TEXAS 77380 (ADDRESS OF PRINCIPAL EXECUTIVE OFFICES AND ZIP CODE) (281) 364-6999 (REGISTRANT'S TELEPHONE NUMBER, INCLUDING AREA CODE) ITEM 7. EXHIBITS Exhibit 99.1 -- Press Release dated January 5, 2004. ITEM 9. REGULATION FD DISCLOSURE On January 5, 2004, Verdisys, Inc. (the "Company") issued a press release announcing revisions to certain of its projections contained in its slide presentation filed under Exhibit 99.1 to its Current Report on Form 8-K filed on November 17, 2003. This release, which is incorporated by reference into this Item 9 from Exhibit 99.1 hereof, is being furnished solely for the purpose of complying with Regulation FD. The press release is being furnished, not filed, pursuant to Regulation FD. Accordingly, the press release will not be incorporated by reference into any registration statement filed by the Company under the Securities Act of 1933, as amended, unless specifically identified therein as being incorporated therein by reference. The furnishing of the press release is not intended to, and does not, constitute a determination or admission by the Company that the information in the press release is material or complete, or that investors should consider this information before making an investment decision with respect to any security of the Company or any of its affiliates. Additionally, the press release contains forward-looking statements and information regarding the future performance and actions of the Company that involve risks and uncertainties that could cause actual results and actions to differ materially, including, but not limited to, failure to complete proposed acquisitions, failure to service or refinance debt, failure to complete asset sales, economic conditions, customer demand, increased competition in the relevant market, and other factors beyond the control of the Company. All of such forward-looking statements are qualified by the documents that the Company files from time to time with the Securities and Exchange Commission, such as the Form 10-K, Form 10-Q and Form 8-K reports, which contain additional important factors that could cause actual results to differ from its current expectations and from the forward-looking statements made in this presentation. 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. VERDISYS, INC. Date: January 6, 2004. By: /s/ Andrew Wilson ---------------------------- Andrew Wilson Chief Financial Officer EXHIBIT INDEX Exhibit Number Description - -------------- ------------ 99.1 Press Release dated January 5, 2004. EX-99.1 3 h11664exv99w1.txt PRESS RELEASE DATED JANUARY 5, 2004 EXHIBIT 99.1 VERDISYS, INC. REVISES REVENUE PROJECTIONS AND FINANCIAL DISCLOSURES Houston, Texas - January 5, 2004: VERDISYS, INC. of The Woodlands, Texas, (OTCBB: VDYS.OB - News) a leading provider of patented lateral drilling oil services and satellite solutions for energy production enhancement, today revised its revenue forecast for the quarter ended December 31, 2003 and projected revenues for 2004 previously disclosed in its form 8K filing dated November 17, 2003. The revenue forecast for the quarter ended December 31, 2003 is revised downwards to $636,000. The Company has determined that the ability and/or willingness to pay of certain of its customers, and in particular Edge Capital Group, Inc., have adversely affected its revenue forecast and backlog. The Company is in a dispute with Edge Capital regarding its obligation to pay the prior amounts of $1,496,000 for drilling under the lateral drilling service agreement with Edge Capital during the third quarter of 2003. The Company has not recognized any revenue not received under such contracts, and is attempting to reach a mutually agreeable resolution to such dispute. An announcement will be made at such time as an agreement has been reached, however, there can be no assurance that a mutually agreeable resolution will be reached. Consequently the Company is revising its projections to recognize revenue from such customers. The Company has also revised its revenue projections for fiscal year 2004 as follows: 1Q04 2Q04 3Q04 4Q04 FY04 ---- ---- ---- ---- ---- Revenue (`000s) $813 $1,675 $4,097 $7,364 $13,949 ---- ------ ------ ------ ------- Such revenue projections may be revised depending upon the resolution of certain contract disputes for which the Company is considering all the various options available to it. The Company is in the process of revising its projections for fiscal year 2005 and is withdrawing any prior projections until such time as the new projections are available. Based upon the revised revenue projections the Company anticipates that it will be profitable in the quarter ending June 30, 2004. The Company has four company owned lateral drilling rigs as of January 1, 2004 as well as two rigs available on a rental basis. The current rig count is considered sufficient to meet all the Company's lateral drilling service requirements through the third quarter of 2004. About Verdisys, Inc. Verdisys, Inc. provides proprietary oil services and solutions for energy production enhancement including patented lateral drilling technologies and secure satellite communications. In the U.S. and Canada, Verdisys provides oil and gas companies with a patented lateral drilling service utilizing specially fabricated mobile drilling rigs. These services have had more than a decade of proven success in dramatically increasing the production of oil and gas wells. Verdisys has also developed and markets unique, high quality and cost effective satellite communication capabilities that provide energy companies access to remote sites. The Company's focus in this area is on monitoring and control of applications involving SCADA (Supervisory Control and Data Acquisition) implementations in the areas of oil and gas exploration, production, power distribution and other energy management applications. For more information visit www.verdisys.com or call 281-364-6999 Safe Harbor Statement Statements in this release that are not historical, are forward looking and involve known and unknown risks and uncertainties, which may cause Verdisys' actual results in future periods to be materially different from any future performance that may be suggested in this release. Such factors may include, but are not limited to, the need to raise equity capital, the ability to obtain equity financing on acceptable terms, if at all, a severe worldwide slowdown in the energy services sector, working capital constraints, fluctuations in customer demand and commitments, fluctuation in quarterly results due to the timing of orders and our capacity to fulfill them, introduction of new services, commercial acceptance and viability of new services, cancellations of orders without penalties, pricing and competition, reliance upon subcontractors, the ability of Verdisys' customers to pay for Verdisys' services, the timing of new technology and product introductions, and the risk of early obsolescence. CONTACT: Investor/Company Contact: Andrew Wilson, Chief Financial Officer, Verdisys, Inc. (510)-749-0836 or awilson@verdisys.com Media Contact: Sinan Kanatsiz, Account Executive, K-Comm, Inc. (949)-443-9300 or sinan@kanatsiz.com -----END PRIVACY-ENHANCED MESSAGE-----