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) April 29, 2003
Cooper Cameron Corporation
(Exact Name of Registrant as Specified in its Charter)
Delaware 1-13884 76-0451843
(State or other (Commission (I.R.S. Employer
jurisdiction of File Number) Identification No.)
incorporation)
1333 West Loop South, Suite 1700, Houston, Texas 77027
(Address of Principal Executive Offices) (Zip Code)
Registrant's telephone number, including area code (713) 513-3300
Not Applicable
(Former Name or Former Address, if Changed Since Last Report)
Item 7. Financial Statements and Exhibits.
The following is being furnished as an exhibit to this report.
Exhibit 99.1 Press Release of Cooper Cameron Corporation, dated April 29,
2003 - Cooper Cameron First Quarter Earnings Per Share $0.15
vs. $0.35 in First Quarter A Year Ago
Item 9. Regulation FD Disclosure.
The following information is being furnished pursuant to Item 12 "Disclosure of
Results of Operations and Financial Condition," and is included under this Item
9 in accordance with the procedure guidance in SEC Release No. 33-8216.
A copy of the press release, dated April 29, 2003, announcing earnings for the
first quarter of fiscal year 2003 is attached to this Form 8-K as Exhibit 99.1
and is being furnished pursuant to Item 9 and Item 12.
Exhibit 99.1 to this report contains certain "non-GAAP financial measures" as
defined in Item 10 of Regulation S-K of the Securities Exchange Act of 1934, as
amended. The non-GAAP financial measures include earnings before interest,
taxes, depreciation and amortization expense and special items ("EBITDA") and
earnings per share before special items. A reconciliation of these items to the
most directly comparable financial measures calculated and presented in
accordance with Generally Accepted Accounting Principles in the United States
("GAAP") is included as an attachment to the press release. The Company believes
the presentation of EBITDA is useful to the Company's investors because EBITDA
is an appropriate measure of evaluating the Company's operating performance and
liquidity that reflects the resources available for strategic opportunities
including, among others, investing in the business, strengthening the balance
sheet, repurchasing the Company's securities and making strategic acquisitions.
In addition, EBITDA is a widely used benchmark in the investment community, and
the Company also uses EBITDA as a performance measure in its corporate bonus
program.
The Company excludes special items from EBITDA and earnings per share since the
Company believes these non-GAAP operating performance measures are useful for
investors because they enhance investors' ability to analyze trends in the
Company's underlying business and to compare the Company's operating performance
to that of the Company's peers.
The presentation of this additional information is not meant to be considered in
isolation or as a substitute for the Company's financial results prepared in
accordance with GAAP.
SIGNATURE
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 thereunto duly authorized.
COOPER CAMERON CORPORATION
By: /s/ Franklin Myers
-----------------------------------------
Franklin Myers
Senior Vice President of Finance and
Chief Financial Officer
Date: April 29, 2003
EXHIBIT INDEX
Exhibit
Number Description
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99.1 Cooper Cameron Corporation's press release dated April 29, 2003