UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549

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

~~Pursuant~~Date toof ~~Section~~Report ~~13 or 15~~(d)Date of ~~the~~Earliest ~~Securities~~Event ~~Exchange~~Reported): ~~Act~~August of6, ~~1934~~2019

July 18, 2019

Date of Report (Date of earliest event reported)

C&J Energy Services, Inc.

(Exact name of registrant as specified in its charter)

Delaware	001-38023	81-4808566
(State or other jurisdiction of incorporation)	(Commission File Number)	(IRS Employer Identification No.)
(State or other jurisdiction ofincorporation or organization)	(Commission File Number)	(I.R.S. EmployerIdentification No.)

~~43990~~3990 Rogerdale Rd.

Houston, Texas 77042

(Address of principal executive ~~offices, including zip code~~office)

~~Registrant’s telephone number, including area code:~~ (713) 325-6000

(Registrant’s telephone number, including area code)

N/A

(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):

þ ¨ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o ¨ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o ¨ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o ¨ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Common stock, Par value $0.01 per share	CJ	The New York Stock Exchange

Indicate by check mark whether the registrant is an emerging growth company as defined in 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 o ¨

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. o ¨

Item 82.~~01 Other~~02 ~~Events.~~Results of Operations and Financial Condition

On ~~July~~August 186, 2019, C&J Energy Services, Inc. (“C&J”), ~~received~~the ~~notification~~"Company" ofor ~~early~~“our”) ~~termination~~issued ofa ~~the~~press ~~waiting~~release ~~period under~~ (the ~~Hart-Scott-Rodino~~“Earnings ~~Antitrust~~Release”) ~~Improvements~~announcing ~~Act~~the ofCompany’s ~~1976,~~financial asand ~~amended,~~operating ~~with~~results ~~respect~~for to the ~~proposed~~second ~~merger~~quarter of ~~equals~~2019. The ~~(the~~Earnings ~~“proposed~~Release ~~merger”)~~is ~~between~~included ~~C&J~~as ~~and~~Exhibit ~~Keane~~99.1 ~~Group~~hereto, ~~Inc.~~pursuant ~~(“Keane”). The termination satisfies one of the conditions~~ to ~~the~~Item ~~closing~~2.02 of ~~the proposed merger~~Form 8-K.

~~Important~~C&J ~~Additional~~will ~~Information~~host ~~Regarding~~a conference call on Tuesday, August 6, 2019 at 10:00 a.m. ET / 9:00 a.m. CT to discuss our second quarter 2019 financial and operating results. Interested parties may listen to the ~~Merger~~conference call via a live webcast accessible on our website at www.cjenergy.com or by calling U.S. (Toll Free): 1-855-560-2574 or International: 1-412-542-4160 and asking for the “C&J Energy Services' Earnings Call.” Please dial-in ten to fifteen minutes before the scheduled call time to avoid any delays entering the earnings call. An archive of ~~Equals~~the ~~Will~~webcast Bewill ~~Filed~~be ~~With~~available shortly after the ~~SEC~~call on our website at www.cjenergy.com for twelve months following the call. A replay of the call will also be available for one week by calling U.S. (Toll Free): 1-877-344-7529 or International: 1-412-317-0088, using the access code: 10133211.

InThe ~~connection~~Earnings ~~with~~Release and the ~~proposed~~Earnings ~~merger,~~Presentation ~~Keane~~(defined ~~has~~below) ~~filed~~contain, aand ~~registration statement~~ on ~~Form~~the SEarnings 4Call ~~that~~C&J’s ~~includes~~management ais ~~joint~~expected ~~proxy~~to ~~statement~~discuss, ofcertain ~~Keane~~statements and ~~C&J~~information that ~~also~~speak ~~constitutes~~to ~~a prospectus of Keane with~~ the ~~Securities~~Company’s ~~and~~expectations ~~Exchange~~or ~~Commission~~predictions ~~(the “SEC”). Each~~ of ~~Keane and C&J have also filed other relevant documents with~~ the ~~SEC regarding the proposed transaction~~future. NoThese ~~offering~~statements ofand ~~securities~~information ~~shall~~may beconstitute ~~made,~~“forward-looking ~~except~~statements” bywithin ~~means of a prospectus meeting~~ the ~~requirements~~meaning of Section 1027A of the Securities Act of 1933, as amended. ~~INVESTORS~~(the ~~AND~~“Securities ~~STOCKHOLDERS~~Act”), ~~ARE~~and ~~URGED~~Section TO21E ~~READ~~of ~~THE~~the ~~REGISTRATION~~Securities ~~STATEMENT,~~Exchange ~~JOINT~~Act ~~PROXY~~of ~~STATEMENT/PROSPECTUS~~1934, ~~AND~~as ~~OTHER~~amended ~~DOCUMENTS~~(the ~~FILED~~“Exchange ~~WITH~~Act”). ~~THE~~Such ~~SEC~~forward-looking ~~CAREFULLY~~statements ~~AND~~are INsubject ~~THEIR~~to ~~ENTIRETY~~risks ~~BECAUSE~~and ~~THEY~~uncertainties, ~~CONTAIN~~many ~~IMPORTANT~~of ~~INFORMATION~~which ~~ABOUT~~are ~~THE~~beyond ~~PROPOSED~~C&J’s ~~MERGER.~~control, ~~Investors~~which ~~and~~could ~~stockholders~~cause ~~may~~C&J’s ~~obtain~~actual ~~free~~results ~~copies~~to ofdiffer ~~these~~materially ~~documents~~from ~~and~~those ~~other~~expressed ~~documents~~in ~~containing~~or ~~important~~implied ~~information~~by ~~about~~these ~~Keane~~statements. ~~and~~Please see C&J’s ~~through~~disclosures ~~the~~regarding ~~website~~risk ~~maintained~~factors byand ~~the~~forward-looking ~~SEC~~statements atin ~~http://www.sec.gov.~~its ~~Copies~~filings ~~of the documents filed~~ with the SEC by(including ~~Keane~~our ~~are~~most ~~available~~recently ~~free~~filed ofAnnual ~~charge~~Report on ~~Keane’s~~Form 10-K, ~~website~~and atsubsequently ~~http://www.keanegrp.com~~filed orCurrent byReports ~~contacting~~on ~~Keane’s~~Form 8-K and ~~Investor~~Quarterly ~~Relations~~Reports ~~Department~~on ~~by email at investors@keanegrp.com or by phone at 281~~Form 10-~~929-0370.~~Q) for ~~Copies~~a discussion of the ~~documents~~known ~~filed~~material ~~with~~factors ~~the~~that ~~SEC~~could bycause C&J ~~are available free of charge on C&J~~’s ~~website~~actual atresults ~~www.cjenergy.com~~to ordiffer bymaterially ~~contacting~~from ~~C&J’s~~those ~~Investor~~indicated ~~Relations~~or ~~Department~~implied by ~~email~~such atforward-looking ~~investors@cjenergy~~statements.~~com or by phone at 713-260-9986.~~

~~Participants~~Additionally, the Earnings Release and Earnings Presentation contain, and on the Earnings Call C&J’s management is expected to discuss, certain non-GAAP financial measures. C&J has provided information regarding its use of those non-GAAP financial measures, together with reconciliations of such measures to their most comparable GAAP measures, in the ~~Solicitation~~Earnings Release and the Earnings Presentation.

~~C&J,~~In ~~Keane~~accordance ~~and~~with ~~certain~~General ofInstruction ~~their respective directors and executive officers may be deemed to be participants in the solicitation of proxies in respect of the proposed transaction~~B.2 ~~Information about the directors and executive officers~~ of ~~C&J is set forth in its proxy statement for its 2019 annual meeting of shareholders, which was filed with the SEC on April 9, 2019, and C&J’s Annual Report on~~ Form 10 8-K ~~for~~ , the ~~fiscal~~information ~~year~~furnished ~~ended~~pursuant ~~December~~to ~~31,~~this ~~2018,~~Item ~~which was filed with the SEC on February 27~~2.02, ~~2019. Information about the directors~~ and ~~executive~~including ~~officers~~Exhibit of99.1 ~~Keane~~furnished isherewith, ~~set~~shall ~~forth~~not inbe ~~Keane’s~~deemed ~~proxy~~“filed” ~~statement~~ for ~~its~~purposes ~~2019~~of ~~annual~~Section 18 ~~meeting~~ of ~~shareholders, which was filed with~~ the ~~SEC~~Exchange ~~on April 1~~Act, ~~2019,~~nor ~~and~~shall ~~Keane’s~~it ~~Annual~~be ~~Report~~deemed onincorporated ~~Form~~by ~~10-K~~reference ~~for~~in ~~the~~any ~~fiscal~~filing ~~year~~under ~~ended~~the ~~December~~Securities ~~31,~~Act ~~2018,~~or ~~which was filed with~~ the ~~SEC~~Exchange ~~on February 27~~Act, ~~2019.~~except ~~Other~~as ~~information~~shall ~~regarding~~be ~~the~~expressly ~~participants~~set inforth ~~the proxy solicitations and a description of their direct and indirect interests,~~ by ~~security~~specific ~~holdings~~reference ~~or otherwise, is contained~~ in ~~the~~such ~~joint~~a ~~proxy statement/prospectus and other relevant materials filed with the SEC regarding the proposed merger~~filing. Investors should read the joint proxy statement/prospectus carefully when it becomes available before making any voting or investment decisions. You may obtain free copies of these documents from C&J or Keane using the sources indicated above.

NoItem ~~Offer~~7.01 orRegulation ~~Solicitation~~FD Disclosure

~~This~~ As ~~document~~disclosed isunder ~~not~~Item ~~intended~~2.02 tohereof, ~~and~~on ~~does~~Tuesday, ~~not~~August ~~constitute~~6, an2019, ~~offer~~C&J toissued ~~sell or~~ the ~~solicitation~~Earnings ofRelease anannouncing ~~offer~~its tofinancial ~~subscribe~~and ~~for~~operating orresults ~~buy or an invitation to purchase or subscribe~~ for ~~any securities or~~ the ~~solicitation~~first ofquarter ~~any vote in any jurisdiction pursuant to the proposed transaction or otherwise, nor shall there be any sale, issuance or transfer~~ of ~~securities~~2019. inA ~~any~~copy ~~jurisdiction in contravention~~ of ~~applicable law. Subject to certain exceptions to be approved by~~ the ~~relevant~~Earnings ~~regulators~~Release oris ~~certain~~furnished ~~facts~~as toExhibit be99.1 ~~ascertained~~hereto, ~~the~~pursuant ~~public offer will not be made directly or indirectly, in or into any jurisdiction where~~ to doItem 7.01 ~~so would constitute a violation~~ of ~~the~~Form 8-K. ~~laws~~In ~~of such jurisdiction~~addition, orC&J byposted ~~use~~a ofpresentation ~~the~~dated ~~mails~~as ~~or by any means or instrumentality (including without limitation, facsimile transmission, telephone and the internet)~~ of ~~interstate~~August ~~or foreign commerce~~6, or2019 ~~any~~that ~~facility of a national securities exchange, of any such jurisdiction.~~

will be used in connection with the Earnings Call (the "Earnings Presentation") on the Company’s website at www.cjenergy.com, a copy of which is furnished as Exhibit 99.2 hereto, pursuant to Item 7.01 of Form 8-K.

In addition, the has Company posted an updated management presentation dated as of August 6, 2019, on the Company’s website , a copy of which is furnished as Exhibit 99.3 hereto.

C&J expressly disclaims any obligation to update these presentation materials or any other information posted on or available through its website, and cautions that the information set forth therein is only accurate as of the date indicated in such materials. The inclusion of any data or statements in the presentation materials (or available on or through C&J’s website) does not signify that such information is considered material.

In accordance with General Instruction B.2 of Form 8-K, the information furnished pursuant to this Item 7.01, and including Exhibit 99.2 and Exhibit 99.3 furnished herewith, shall not be deemed “filed” for purposes of Section 18 of the Exchange Act, nor shall it be deemed incorporated by reference in any filing under the Securities Act or the Exchange Act, except as shall be expressly set forth by specific reference in such a filing.

Item 9.01 Financial Statements and Exhibits

(d) Exhibits



Exhibit No.		Description of Exhibit

99.1		Press Release dated August 6, 2019.
99.2		Earnings Call Presentation dated August 6, 2019.
99.3		Management Presentation dated August 6, 2019.

SIGNATURES

Pursuant to the requirements of the Exchange Act, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

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.



	C&J ENERGY SERVICES, INC.
August 6, 2019
	By:	/s/ Danielle Hunter
	Name:	Danielle Hunter
	Title:	Executive Vice President, General Counsel,
		Chief Risk and Compliance Officer and
		Corporate Secretary

	C&J Energy Services, Inc.
Dated: July 19, 2019	By:	/s/ Danielle Hunter
	Name:	Danielle Hunter
	Title:	Executive Vice President, General Counsel, Chief Risk and Compliance Officer and Corporate Secretary

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