================================================================================
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): February 18, 2005
----------
OIL STATES INTERNATIONAL, INC.
(Exact name of registrant as specified in its charter)
DELAWARE 1-16337 76-0476605
(State or other jurisdiction (Commission File (I.R.S. Employer
of incorporation or organization) Number) Identification No.)
Three Allen Center
333 Clay Street, Suite 3460
Houston, Texas 77002
(Address and zip code of principal executive offices)
Registrant's telephone number, including area code: (713) 652-0582
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):
[ ] Written communications pursuant to Rule 425 under the Securities
Act (17 CFR 230.425)
[ ] Soliciting material pursuant to Rule 14a-12 under the Exchange
Act (17 CFR 240.14a-12)
[ ] Pre-commencement communications pursuant to Rule 14d-2(b) under the
Exchange Act (17 CFR 240.14d-2(b))
[ ] Pre-commencement communications pursuant to Rule 13e-4(c) under the
Exchange Act (17 CFR 240.13e-4(c))
================================================================================
ITEM 8.01 OTHER EVENTS.
On February 18, 2005, Oil States International, Inc. (the "Company") issued
a press release regarding the results of an internal investigation prompted by
the discovery of over billings totaling $439,000 by one of its subsidiaries (the
"Subsidiary") to a customer in South America. Such discovery was detected
through the Company's existing system of internal controls, and appropriate
financial statement adjustments were included in its previously reported fourth
quarter 2004 results. The Company and independent counsel retained by the
Company's audit committee conducted separate investigations consisting of
interviews and a thorough examination of the facts and circumstances in this
matter. The Company has voluntarily reported the results of its investigation to
the Securities and Exchange Commission (the "SEC") and will fully cooperate with
any requests for information received from the SEC. A copy of the press release
is furnished herewith as Exhibit 99.1 and is incorporated herein by reference.
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.
Dated: February 18, 2005
OIL STATES INTERNATIONAL, INC.
By: /s/ Cindy B. Taylor
----------------------------
Name: Cindy B. Taylor
Title: Senior Vice President and
Chief Financial Officer
INDEX TO EXHIBITS
Exhibit
Number Description of Document
-------- -------------------------------------
99.1 Press Release dated February 18, 2005