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As filed with the Securities and Exchange Commission on October 22, 1997
Registration No. 333-
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
VENTURE SEISMIC LTD.
(Exact name of registrant as specified in its charter)
ALBERTA, CANADA
(State or other jurisdiction of incorporation or organization)
N/A
(I.R.S. employer identification no.)
3110 80TH AVENUE SE, CALGARY, ALBERTA T2C 1J3
------------------------------------------------------------------------
(Address of principal executive offices) (Zip code)
VENTURE SEISMIC LTD. 1995 STOCK OPTION PLAN, AS AMENDED
(Full title of the plan)
BRIAN W. KOZUN
VENTURE SEISMIC LTD.
3110 80TH AVENUE SE
CALGARY, ALBERTA T2C 1J3
(Name and address of agent for service)
(403) 777-9070
(Telephone number, including area code, of agent for service)
Copy to:
Jill M. Cohen, Esq.
Bachner, Tally, Polevoy & Misher LLP
380 Madison Avenue
New York, New York 10017
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
Proposed Proposed
Maximum Maximum
Offering Aggregate Amount of
Title of Each Class of Amount to Price Per Offering Registration
Securities to be Registered be Registered(1) Share(2) Price Fee
- --------------------------- ---------------- --------- --------- ------------
<S> <C> <C> <C> <C>
Common Shares,
no par value 450,000 $9.4375 $4,246,875 $1,286.93
</TABLE>
(1) Pursuant to Rule 416, promulgated under the Securities Act of 1933, as
amended, an additional undeterminable number of Common Shares is being
registered to cover any adjustment in the number of Common Shares pursuant
to the anti-dilution provisions of the 1995 Stock Option Plan, as amended.
(2) Estimated in accordance with Rule 457(h) solely for the purpose of
calculating the registration fee. The price shown is the average of the
high and low price of the Common Shares on October 16, 1997 as reported on
The Nasdaq Stock Market.
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PART I
INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS
The documents containing the information specified in Part I will be
sent or given to employees as specified by Rule 428(b)(1). In accordance with
the instructions to Part I of Form S-8, such documents will not be filed with
the Commission either as part of this registration statement or as prospectuses
or prospectus supplements pursuant to Rule 424.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference
The documents listed below are hereby incorporated by reference into
this Registration Statement. In addition, all documents subsequently filed by
Venture Seismic Ltd. (the "Registrant") pursuant to Sections 13(a), 13(c), 14
and 15(d) of the Securities Exchange Act of 1934 (prior to the filing of a
post-effective amendment which indicates that all securities offered have been
sold or which deregisters all securities then remaining unsold) shall be deemed
to be incorporated by reference in this Registration Statement and to be a part
hereof from the date of filing such documents:
(a)(1) the Registrant's Annual Report on Form 10-KSB for the
fiscal year ended September 30, 1996, as amended;
(a)(2) the Registrant's definitive Proxy Statement, dated March
25, 1997, as filed with the Commission in connection
with the Company's Annual Meeting of Shareholders held
on April 30, 1997;
(b)(1) the Registrant's Quarterly Report on Form 10-QSB for the
period ended December 31, 1996;
(b)(2) the Registrant's Quarterly Report on Form 10-QSB for the
period ended March 31, 1997;
(b)(3) the Registrant's Quarterly Report on Form 10-QSB for the
period ended June 30, 1997; and
(c) the Registrant's Registration Statement on Form 8-A
declared effective by the Securities and Exchange
Commission on November 6, 1995, including any amendment
or supplement thereto.
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Item 6. Indemnification of Directors and Officers
The By-Laws of the Registrant provides that the Registrant shall
indemnify any person to the full extent permitted by the Business Corporations
Act (Alberta) (the "BCA"). Section 119 of the BCA, relating to indemnification,
is hereby incorporated herein by reference.
Insofar as indemnification for liabilities arising under the Securities
Act of 1933, as amended (the "Securities Act"), may be permitted to directors,
officers or controlling persons of the Registrant pursuant to the Registrant's
By-laws, the Registrant has been informed that in the opinion of the Securities
and Exchange Commission such indemnification is against public policy as
expressed in the Securities Act and is therefore unenforceable.
The Registrant's By-Laws include certain provisions permitted pursuant
to Alberta law whereby officers and directors of the Registrant are to be
indemnified against certain liabilities. The Registrant's By-Laws also limit, to
the fullest extent permitted by Alberta law, a director's liability for monetary
damages for breach of fiduciary duty, except liability for (i) breach of the
director's duty to act honestly and in good faith and (ii) acts or omissions
where the director did not have reasonable grounds for believing his conduct was
lawful.
The Registrant has entered into indemnification agreements with each of
its executive officers and directors, the form of which is filed as Exhibit
10.13 to the Registrant's Registration Statement on Form SB-2 (File No.
33-97132).
The Registrant has obtained and maintains a policy of insurance with a
face amount of $1,000,000 (subject to certain deductible provisions and
exclusions) covering its officers and directors and indemnifying them against
loss on account of claims made against them, including, but not limited to,
damages, judgments, costs and the costs of defense of such claims, arising from
breach of duty, neglect, error, negligent misrepresentations, omission or act,
or any claim arising solely by reason of status as an officer or director.
Item 8. Exhibits
4.1 Venture Seismic Ltd. 1995 Stock Option Plan, as amended
(incorporated by reference to the Registrant's Quarterly
Report on Form 10-QSB for the period ended March 31,
1997, File No. 0-27070)
5.1 Opinion of Burstall Ward with respect to the legality
of the Common Shares to be registered hereunder
23.1 Consent of Ernst & Young, Chartered Accountants
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23.2 Consent of Burstall Ward (contained in Exhibit 5.1)
24 Power of Attorney (included on signature page)
Item 9. Undertakings
(a) The undersigned Registrant hereby undertakes:
(1) To file, during any period in which offers or sales are
being made, a post-effective amendment to this Registration
Statement;
(i) To include any prospectus required by Section
10(a)(3) of the Securities Act of 1933;
(ii) To reflect in the prospectus any facts or events
arising after the effective date of the Registration
Statement (or the most recent post-effective amendment
thereof) which, individually or in the aggregate,
represent a fundamental change in the information set
forth in the Registration Statement. Notwithstanding the
foregoing, any increase or decrease in volume of
securities offered (if the total value of the securities
offered would not exceed that which was registered) and
any deviation from the low or high and of the estimated
maximum offering range may be reflected in the form of
prospectus filed with the Commission pursuant to Rule
424(b) if, in the aggregate, the changes in volume and
price represent no more than 20 percent change in the
maximum aggregate offering price set forth in the
"Calculation of Registration Fee" table in the effective
Registration Statement.
(iii) To include any additional or changed material
information on the plan of distribution.
(2) That, for the purpose of determining any liability under
the Securities Act of 1933, each such post-effective amendment
shall be deemed to be a new Registration Statement relating to
the securities offered therein, and the offering of such
securities at that time shall be deemed to be the initial bona
fide offering thereof.
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(3) To remove from registration by means of a post-effective
amendment any of the securities being registered which remain
unsold at the termination of the offering.
(e) Insofar as indemnification for liabilities arising under the
Securities Act of 1933 may be permitted to directors, officers and controlling
persons of the Registrant as described above, or otherwise, the Registrant has
been advised that, in the opinion of the Securities and Exchange Commission,
such indemnification is against public policy as expressed in the Act and is,
therefore, unenforceable. In the event that a claim for indemnification against
such liabilities (other than the payment by the Registrant of expenses incurred
or paid by a director, officer or controlling person of the Registrant in the
successful defense of any action, suit or proceeding) is asserted by such
director, officer or controlling person in connection with the securities being
registered, the Registrant will, unless in the opinion of its counsel the matter
has been settled by controlling precedent, submit to a court of appropriate
jurisdiction the question whether such indemnification by it is against public
policy as expressed in the Act and will be governed by the final adjudication of
such issue.
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SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the
Registrant certifies that it has reasonable grounds to believe that it meets all
of the requirements for filing on Form S-8 and has duly caused this registration
statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Calgary, Province of Alberta, on the 22nd day of
October, 1997.
VENTURE SEISMIC LTD.
By: /s/ Brian Kozun
-------------------------------------
Brian W. Kozun, Chairman of the Board
and Chief Executive Officer
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears
below under the heading "Signature" constitutes and appoints Brian W. Kozun and
Gregory B. Wiebe or either of them, his true and lawful attorney-in-fact and
agent with full power of substitution and resubstitution, for him and in his
name, place and stead, in any and all capacities to sign any or all amendments
to this registration statement, and to file the same, with all exhibits thereto
and other documents in connection therewith, with the Securities and Exchange
Commission, granting unto said attorneys-in-fact and agents, each acting alone,
full power and authority to do and perform each and every act and thing
requisite and necessary to be done in and about the premises, as fully for all
intents and purposes as he might or could do in person, hereby ratifying and
confirming all that said attorneys-in-fact and agents, each acting alone, or his
substitute or substitutes, may lawfully do or cause to be done by virtue hereof.
SIGNATURE
Pursuant to the requirements of the Securities Act of 1933, this
registration statement has been signed by the following persons in the
capacities and on the dates indicated.
Signature Title Date
/s/ Brian Kozun Chairman of the Board October 22, 1997
- ---------------------------- and Chief Executive Officer
Brian W. Kozun (principal executive officer)
/s/ Greg Wiebe Chief Financial Officer October 22, 1997
- ---------------------------- (principal financial and
Gregory B. Wiebe accounting officer)
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/s/ Dan McArthur Director October 22, 1997
- ----------------------------
P. Daniel McArthur
/s/ Stuart Norman Director October 22, 1997
- ----------------------------
Stuart Norman
/s/ J. Joseph Ciavarra Director October 22, 1997
- ----------------------------
J. Joseph Ciavarra
/s/ Michael Beninger Director October 22, 1997
- ----------------------------
Michael J. Beninger
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INDEX TO EXHIBITS
<TABLE>
<CAPTION>
Sequentially
Exhibit Numbered
No. Description Page
- ------- ----------- ------------
<S> <C> <C>
4.1 Venture Seismic Ltd. 1995 Stock Option Plan, as amended
(incorporated by reference to the Registrant's Quarterly
Report on Form 10-QSB for the period ended
March 31, 1997 (File No. 0-27070)) --
5.1 Opinion of Burstall Ward with respect to the legality
of the Common Shares to be registered hereunder 1
23.1 Consent of Ernst & Young, Chartered Accountants 2
23.2 Consent of Burstall Ward (contained in Exhibit 5.1) --
24 Power of Attorney (included on signature page) --
</TABLE>
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Exhibit 5.1
October 22, 1997
Venture Seismic Ltd.
3110 80th Avenue SE
Calgary, Alberta T2C 1J3
Re:REGISTRATION STATEMENT ON FORM S-8
Ladies and Gentlemen:
We have served as your Canadian counsel in connection with the
preparation of your Registration Statement on Form S-8 to be filed with the
Securities and Exchange Commission under the Securities Act of 1933, as amended,
representing the offering and issuance to certain persons under the Venture
Seismic Ltd. 1995 Stock Option Plan, as amended (the "Plan") of an aggregate of
450,000 shares of your Common Shares, no par value (the "Common Shares").
We have examined such corporate records, documents and matters of law as
we have considered appropriate for the purposes of this opinion. In reviewing
the foregoing documents, we have assumed the genuineness of all signatures and
the authenticity of all documents submitted to us as originals and the
conformity to authentic or original documents of all documents submitted to us
as certified, true or photostatic copies.
We are members of the Law Society of Alberta, are not permitted to
practice law in any other province in Canada and are not experts in the laws of
other provinces of Canada or of any other jurisdiction. This opinion is
rendered solely with respect to the laws of the Province of Alberta and the
federal laws of Canada applicable therein.
Based upon such examination and our participation in the preparation of
the Registration Statement, it is our opinion that the Common Shares, when
issued in the manner described in the Plan, will be validly issued as fully paid
and non-assessable Common Shares.
We consent to the reference made to our firm in the Registration
Statement and to the filing of this opinion as an exhibit to the Registration
Statement.
Very truly yours,
/s/ BURSTALL WARD
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Exhibit 23.1
CONSENT OF INDEPENDENT CHARTERED ACCOUNTANTS
We consent to the reference to our firm under the caption "Experts" in the
Registration Statement on Form S-8 pertaining to the Venture Seismic Ltd. 1995
Stock Option Plan, as amended, and to the incorporation by reference therein of
our report dated December 4, 1996, with respect to the consolidated financial
statements of Venture Seismic Ltd. included in its Annual Report on Form 10-KSB
for the year ended September 30, 1996 (SEC File No.
0-27070), filed with the Securities and Exchange Commission.
/s/ ERNST & YOUNG,
CHARTERED ACCOUNTANTS
Calgary, Alberta
October 22, 1997
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