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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): October 19, 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 7.01. Regulation FD Disclosure.
Natural Gas Services Group, Inc. wishes to disclose its press release,
dated October 19, 2004, relating to a Stock Purchase Agreement that it entered
into with Screw Compression Systems, Inc. and the stockholders of Screw
Compression Systems, Inc. Under this agreement, Natural Gas Services Group will
acquire all of the outstanding capital stock of Screw Compression Systems, Inc.
for $15 million (consisting of cash, three-year promissory notes and shares of
common stock of Natural Gas Services Group). SCS is a privately owned
manufacturer of natural gas compressors headquartered in Tulsa, Oklahoma.
A copy of the press release is furnished herewith as Exhibit 99.1 and
is also incorporated herein by reference.
Natural Gas Services Group, Inc. manufactures, fabricates, sells,
leases and services natural gas compressors that enhance the production of oil
and gas wells. Natural Gas Services Group also manufactures and sells flare
systems and flare ignition systems for plant and production facilities.
The information in this report (including the exhibit) is being
furnished pursuant to Item 7.01 and shall not be deemed "filed" for the purposes
of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise
subject to the liabilities of that Section and shall not be deemed incorporated
by reference in any filing under the Securities Act of 1933 or the Securities
Exchange Act of 1934, except as shall be expressly set forth by specific
reference in such a filing.
This report, including the press release, contains forward-looking
statements subject to various risks and uncertainties that could cause the
future plans, objectives and performance of Natural Gas Services Group to differ
materially from those in the forward-looking statements. Forward-looking
statements can be identified by the use of forward-looking terminology such as
"may," "will," "expect," "intend," "subject to," "anticipate," "estimate,"
"continue," "future," "appears," "prospective," "designed," or other variations
thereof or comparable terminology. Factors that could cause or contribute to
such differences could include, but are not limited to,
o those relating to the company's expansion strategy,
o changes in demand for the company's products because of
changes in oil and natural gas prices,
o competition among the various providers of compression
services and products,
o changes in safety, health and environmental regulations
pertaining to the production and transportation of natural
gas,
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o changes in economic or political conditions in the markets in
which the company operates,
o introduction of competing technologies by other companies,
o operating risks,
o outstanding indebtedness,
o changes in interest rates,
o expansion and other activities of competitors,
o changes in federal or state environmental laws and the
administration of such laws, and
o the general condition of the economy and its effect on the
securities market.
While we believe our forward-looking statements are based upon
reasonable assumptions, these are factors that are difficult to predict and that
are influenced by economic and other conditions beyond our control. Investors
are directed to consider such risks and other uncertainties discussed in
documents filed by the company with the Securities and Exchange Commission.
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Item 9.01 Financial Statements and Exhibits.
(c) Exhibits
The Exhibits listed below are furnished as part of this Current Report
on Form 8-K.
Exhibit No. Description
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99.1 Press Release, dated October 19, 2004,
issued by Natural Gas Services Group, Inc.
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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: October 19, 2004
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EXHIBIT INDEX
Exhibit No. Description
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99.1 Press Release, dated October 19, 2004, issued by Natural Gas
Services Group, Inc.
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