steelexcel_8k-050112.htm


UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 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): May 1, 2012
 

 
Steel Excel Inc.
(Exact name of Registrant as specified in its charter)
 

 
Delaware   0-15071   94-2748530
(State or other jurisdiction
 
(Commission
 
(IRS Employer
of incorporation)
 
File Number)
 
Identification No.)
 
 
 
2603 Camino Ramon, Suite 200, San Ramon, California 94583
(Address of principal executive offices including zip code)
 
 
(408) 945-8600
(Registrant’s telephone number, including area code)
 

 
 691 S. Milpitas Blvd., Suite 208, Milpitas, California, 95035
 (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 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 2.02. Results of Operations and Financial Condition.
 
On May 1, 2012, Steel Excel Inc. (the “Company”) issued a press release announcing preliminary financial results for its first fiscal quarter ended March 31, 2012.  The press release also announced that the Company entered into a definitive agreement to acquire Sun Well Services, Inc. (“Sun Well”), the operating subsidiary of BNS Holding, Inc. A copy of  this press release is furnished herewith as Exhibit 99.1.
 
The information in Item 2.02 of this Current Report on Form 8-K, including Exhibit 99.1, shall neither be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, nor incorporated by reference in any filing under the Securities Act of 1933, as amended, except as shall be expressly set forth by specific reference in such filing.
 
Item 7.01. Regulation FD Disclosure.
 
The information contained in Item 2.02 regarding the entry into the definitive agreement to acquire Sun Well is incorporated by reference into this Item 7.01.
 
Item 9.01. Financial Statements and Exhibits.
 
(d) Exhibits
 
The following exhibit is filed with this report:
 
Exhibit No.
Description
   
99.1
Press Release issued by Steel Excel Inc. on May 1, 2012.
 
 
 

 
 
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 hereunto duly authorized.
 
 
 
Steel Excel Inc.
 
       
 
By:
/s/ Mark Zorko
 
    Name: Mark Zorko  
    Title:   Chief Financial Officer  
 
Dated: May 1, 2012
 
 
 

 
 
EXHIBIT INDEX
 
Exhibit No.
Description
   
99.1
Press Release issued by Steel Excel Inc. on May 1, 2012.