Current Report Filing (8-k)
11 January 2018 - 10:05PM
Edgar (US Regulatory)
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): January 10, 2018
KEANE GROUP, INC.
(Exact name of registrant as specified in its charter)
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Delaware
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001-37988
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38-4016639
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(State or other jurisdiction
of incorporation)
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(Commission File
Number)
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(IRS Employer
Identification Number)
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2121 Sage Road, Houston, Texas
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77056
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(Address of principal executive offices)
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(Zip Code)
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(713)
960-0381
Registrants telephone number, including area code
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):
☐
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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☐
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Soliciting material pursuant to Rule
14a-12
under the Exchange Act (17 CFR
240.14a-12)
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☐
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Pre-commencement
communications pursuant to Rule
14d-2(b)
under the Exchange Act (17 CFR
240.14d-2(b))
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☐
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Pre-commencement
communications pursuant to Rule
13e-4(c)
under the Exchange Act (17 CFR
240.13e-4(c))
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Indicate by check mark whether the registrant is an emerging growth company as
defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule
12b-2
of the Securities Exchange Act of 1934
(§240.12b-2
of this chapter).
Emerging growth company ☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended
transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Item 2.02
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Results of Operations and Financial Condition.
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On January 10, 2018, Keane Group, Inc. (the
Company) filed a Registration Statement on Form
S-1
(the Registration Statement) with the Securities and Exchange Commission. In the Registration Statement, within the section
Prospectus SummaryRecent DevelopmentsPreliminary Results for the Three Months Ended December 31, 2017, the Company included certain preliminary financial information for the three months ended December 31, 2017. A
copy of the language included within the section is attached to this Current Report on Form
8-K
as Exhibit 99.1 and is incorporated herein by reference.
The information furnished under this Item 2.02 of this Current Report on Form
8-K,
including the accompanying Exhibit
99.1, shall not be deemed to be filed for the purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the Exchange Act), or otherwise subject to the liabilities of such section, nor shall such
information be deemed to be incorporated by reference in any previous or subsequent filing by the Company under the Securities Act of 1933, as amended (the Securities Act), or the Exchange Act, regardless of the general incorporation
language of such filing, except as expressly set forth by specific reference in such a filing.
Item 9.01
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Financial Statements and Exhibits
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(d) Exhibits.
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Exhibit
No.
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Description
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99.1
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Prospectus SummaryRecent Developments Preliminary Results for the Three Months Ended December 31, 2017 as excerpted from the Registration Statement on Form
S-1
filed by the Company on January 10, 2018.
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EXHIBIT INDEX
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.
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KEANE GROUP, INC.
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Date: January 10, 2018
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By:
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/s/ Phung Ngo-Burns
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Name:
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Phung Ngo-Burns
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Title:
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Chief Accounting Officer
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