SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): November 19, 2012
C&J ENERGY SERVICES, INC.
(Exact name of registrant as specified in its charter)
Registrants telephone number, including area code: (713) 260-9900
(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 obligations of the registrant under any of the following provisions (see General Instruction A.2. below):
Item 8.01 Other Events.
On November 19, 2012, C&J Energy Services, Inc. (the Company) entered into an underwriting agreement (the Underwriting Agreement) by and among the Company, its wholly owned subsidiary C&J Spec-Rent Services, Inc. (Spec-Rent), Energy Spectrum Partners IV LP (the Selling Stockholder) and Goldman, Sachs & Co. (the Underwriter), relating to the sale (the Offering) by the Selling Stockholder to the Underwriter of an aggregate of 3,296,549 shares of the Companys common stock, par value $0.01 per share (the Common Stock).
The material terms of the Offering are described in the prospectus, dated November 19, 2012 (the Prospectus), filed by the Company with the Securities and Exchange Commission (the SEC) on November 21, 2012 pursuant to Rule 424(b) under the Securities Act of 1933, as amended (the Securities Act). The Offering is registered with the SEC pursuant to an effective registration statement on Form S-3 (File No. 333-173188) filed by the Company under the Securities Act with the SEC on August 8, 2012 and declared effective on August 21, 2012.
In the Underwriting Agreement, the Company, Spec-Rent and the Selling Stockholder each agreed to indemnify the Underwriter against certain liabilities, including liabilities under the Securities Act, and to contribute to payments the Underwriter may be required to make because of any of those liabilities.
The Offering is expected to close on November 26, 2012, subject to customary closing conditions. The Company will not receive any proceeds from the Offering, and the number of outstanding shares of the Companys Common Stock will not change as a result of the Offering.
The foregoing description of the Underwriting Agreement is qualified in its entirety by reference to the full text of the Underwriting Agreement, which is filed as Exhibit 1.1 hereto and is incorporated herein by reference.
Item 9.01 Financial Statements and Exhibits.
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.