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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM 10-KSB/A
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(MARK ONE)
[X] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE
SECURITIES EXCHANGE ACT OF 1934
FOR THE FISCAL YEAR ENDED SEPTEMBER 30, 1996
OR
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE
SECURITIES EXCHANGE ACT OF 1934
COMMISSION FILE NO 0-27070
VENTURE SEISMIC LTD.
(NAME OF SMALL BUSINESS ISSUER IN ITS CHARTER)
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<TABLE>
<S> <C>
ALBERTA, CANADA N/A
(STATE OR OTHER JURISDICTION OF (I.R.S. EMPLOYER
INCORPORATION OR ORGANIZATION) IDENTIFICATION NO.)
3110 - 80 AVENUE S.E. T2C 1J3
CALGARY, ALBERTA (ZIP CODE)
(ADDRESS OF PRINCIPAL EXECUTIVE OFFICES)
</TABLE>
ISSUER'S TELEPHONE NUMBER: (403) 777-9070
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Securities Registered Pursuant to Section 12(b) of the Act: None
Securities Registered Pursuant to Section 12(g) of the Act:
Common Stock, no par value
(Title of each class)
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Check whether the issuer (1) filed all reports required to be filed by
Section 13 or 15(d) of the Exchange Act during the past 12 months (or for such
shorter period that the registrant was required to file such reports), and (2)
has been subject to such filing requirements for the past 90 days. YES X No
____
Check if there is no disclosure of delinquent filers in response to Item
405 of Regulation S-B contained in this form, and no disclosure will be
contained, to the best or registrant's knowledge, in definitive proxy or
information statements incorporated by reference in Part III of this Form 10-KSB
or any amendment to this Form 10-KSB. X
Issuer's revenues for its most recent fiscal year were $14,146,971.
As of January 22, 1997, there were outstanding 3,109,819 shares of the
registrant's common stock no par value, which is the only class of common or
voting stock of the registrant. As of that date, the aggregate market value of
the shares of common stock or voting stock held by non-affiliates of the
registrant (based on the last sales price for the common stock on the Nasdaq
National Market on January 22, 1997) was approximately $10,850,000.
Transitional Small Business Disclosure Format (check one): Yes ____ No X
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PART III
ITEM 9. DIRECTORS OF THE COMPANY
The following sets forth the names and ages of the Directors of the
Company, their respective principal occupations or employment during the past
five years and the period during which each has served as a director of Venture
Seismic Ltd. ("the Company").
Brian W. Kozun (36) has been President and Chief Executive Officer of the
Company since April 1992 and has been a director since 1985. Mr. Kozun was one
of the founding shareholders of the Company and served as the Company's Vice
President-Field Operations and Vice President-Survey Operations from 1985 to
1992. From 1983 to 1985, Mr. Kozun served in various field positions with Sefel
Geophysical Ltd., a geophysical company. Mr. Kozun has been involved in the
geophysical services industry for more than 16 years.
P. Daniel McArthur (35) has served as Chief Operating Officer and a
director of the Company since August 1994. From 1989 to 1994, Mr. McArthur
served as a marketing manager and operations supervisor for Solid State
Geophysical Inc., a geophysical company, and was appointed Vice-President,
International Operations of Solid State Geophysical Inc. in June 1992. From 1981
to 1988, he was employed by Sonics Exploration Ltd., a geophysical company, in
various field management positions, on shore and offshore, in Canada, the United
States and the Caribbean.
Stuart Norman (52) was appointed a director of the Company in August 1994.
He has been co-owner and a director of Paxton Pacific Resources Products Inc., a
pressure treating and specialty wood products company, since March 1994. From
1990 to 1993, Mr. Norman was involved in the acquisition and construction of
projects in the United States for Amusements International, Inc., an operator of
Ripley's Museums, and, since 1990, has been a partner in Ripleys Museum of
Hollywood, California. From 1987 to 1990, Mr. Norman served as President of
Location Leasing Ltd., an oilfield camp rental company with operations in
Alberta, British Columbia, Yukon and Northwest Territories. Also from 1972 to
1990, he was President of Diamond Resource Services Ltd., an oilfield services
company operating in Western Canada.
J. Joseph Ciavarra (46) was appointed a director of the Company in August
1994. He had been President and Chief Executive Officer of Transwest Energy
Inc., an oil and gas company, since 1991. From 1975 to 1991, Mr. Ciavarra held
various positions with Triton Energy Company, an oil and gas company, the most
recent of which was Vice President-Engineering.
Michael Beninger (43) was appointed a director of the Company in August
1994. He has been practicing law since 1980 and, since August 1993, has operated
as a sole practitioner in British Columbia. Prior to August 1993, he was a
partner with Felsky Flynn, Barristers & Solicitors in Calgary and Edmonton.
SECTION 16(a) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE
Section 16(a) of the Securities Exchange Act of 1934, as amended, (the
"1934 Act") requires the Company's executive officers, directors and persons who
beneficially own more than 10% of a registered class of the Company's equity
securities to file with the Securities and Exchange Commission ("S.E.C.")
initial reports of ownership and reports of changes in ownership of common stock
and other equity securities of the Company. Such executive officers, directors,
and greater than 10% beneficial owners are required by S.E.C. regulations to
furnish the Company with copies of all Section 16(a) forms filed by such
reporting persons.
Based solely on the Company's review of such forms furnished to the Company
and written representation from certain reporting persons, the Company believes
that all filing requirements applicable to the Company's executive officers,
directors and greater than 10% beneficial owners were complied with.
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ITEM 10. EXECUTIVE COMPENSATION
The following summary compensation table sets forth the aggregate
compensation paid or accrued by the Company to Brian W. Kozun, the Chief
Executive Officer of the Company, (the "Named Officer") for services during the
fiscal years ended September 30, 1996, 1995 and 1994. No other executive
officers of the Company received compensation in excess of $100,000 for services
during the fiscal years ended September 30, 1996, 1995 and 1994.
SUMMARY COMPENSATION TABLE
<TABLE>
<CAPTION>
SECURITIES
NAME AND PRINCIPAL POSITION YEAR SALARY UNDERLYING OPTIONS
------------------------------------- ---- -------- ------------------
<S> <C> <C> <C>
Brian W. Kozun, President 1996 $114,000 --
and Chief Executive Officer 1995 $114,000 55,000(1)
1994 $ 92,000 --
</TABLE>
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(1) Represents options granted pursuant to the Company's 1995 Stock Option Plan
(the "1995 Plan").
The following table sets forth certain information with respect to each
exercise of stock options during the fiscal year ended September 30, 1996 by the
Named Officer and the number and value of unexercised options held by such Named
Officer as of September 30, 1996.
<TABLE>
<CAPTION>
NUMBER OF
SECURITIES UNDERLYING
UNEXERCISED VALUE OF UNEXERCISED
OPTIONS AT IN THE MONEY OPTIONS
SHARES FISCAL YEAR END AT FISCAL YEAR END
ACQUIRED VALUE EXERCISABLE/ EXERCISABLE/
ON EXERCISE REALIZED UNEXERCISABLE UNEXERCISABLE
NAME $ $ # $
--------------- -------------- -------- --------------------- --------------------
<S> <C> <C> <C> <C>
Brian Kozun Nil Nil 27,500/27,500 Nil/Nil
</TABLE>
DIRECTOR COMPENSATION
Other than being reimbursed by the Company for their expenses, the
aggregate cash compensation paid to the directors of the Company for services
rendered in their capacities as directors, during the fiscal year ended
September 30, 1996 was nil. During the fiscal year ended September 30, 1996, the
Company paid Mr. Beninger fees of $36,710 for various management consulting
services provided by him to the Company.
EMPLOYMENT CONTRACTS AND TERMINATION OF EMPLOYMENT AND CHANGE-IN-CONTROL
ARRANGEMENTS
In September, 1995 the Company entered into an employment agreement with
Brian Kozun (the "Kozun Agreement"), which provides for an annual salary of
$111,500, subject to annual review, such number of stock options as may be
determined by the Board, and a leased vehicle for use in the Company's business.
The Kozun Agreement expires in September, 2000 and may be terminated by either
party to the agreement, however, that in the event of termination for reasons
other than Just Cause or Disability, or in the event of Change of Control (as
defined therein), Mr. Kozun shall be entitled to receive a lump sum payment
equal to one month on his salary for each full year of employment. In addition,
the Kozun Agreement prohibits Mr. Kozun from competing with the Company during
his employment and for a period of two years following the end of such
employment.
In the event of certain transactions including those which may result in a
change in control, as defined under the 1995 Plan, options to purchase Common
Shares held by all executive officers of the Company may become immediately
exercisable.
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ITEM 11. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
The following table sets forth certain information with respect to the
beneficial ownership of the Company's Common Shares at January 22, 1997 of (i)
the Named Officer, (ii) each person or entity known by the Company to own
beneficially more than 5% of the Company's outstanding Common Shares, (iii) each
director of the Company and (iv) all executive officers and directors of the
Company as a group.
<TABLE>
<CAPTION>
AMOUNT AND NATURE PERCENT OF
OF BENEFICIAL COMMON
NAME AND ADDRESS OF BENEFICIAL OWNER(1) OWNERSHIP(3) SHARES(10)
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<S> <C> <C>
Brian Kozun 892,886(4) 27.7%
Ernest P. Werlin(2) 198,300(5) 6.2%
P. Daniel McArthur 79,231(6) 2.5%
Michael Beninger 49,231(7)(8) 1.6%
J. Joseph Ciavarra 2,500(8) *
Stuart M. Norman 13,269(8) *
All executive officers and directors as a
group (seven persons) 1,124,617(9) 34.9%
</TABLE>
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* Does not exceed one percent
(1) Unless otherwise indicated, the address of each beneficial owner identified
is: c/o Venture Seismic Ltd., 3110 80th Avenue S.E., Calgary, Alberta,
Canada T2C 1J3.
(2) The address of such individual is c/o High View Capital Corporation, 150
East 52nd Street, Suite 1800, New York, New York, 10022.
(3) Beneficial ownership is defined in accordance with the rules of the S.E.C.
and generally means the power to vote and/or to dispose of the securities
regardless of any economic interest therein.
(4) Includes 27,500 Common Shares underlying immediately exercisable options,
but excludes 27,500 Common Shares underlying options which are not
exercisable within 60 days. Also includes 842,309 Common Shares held by a
personal holding company of which Mr. Kozun is the sole shareholder and
23,077 Common Shares held in trust, of which Mr. Kozun is one of three
trustees. Mr. Kozun disclaims beneficial ownership as to the Common Shares
held in trust, as he is not a beneficiary under such trust.
(5) Includes 96,650 Common Shares held of record by The High View Fund, L.P.,
the sole general partner of which is High View Capital Corporation. Mr.
Ernest P. Werlin is the president, treasurer, sole stockholder of voting
stock and sole director, and Mr. Andrew M. Brown is the secretary of High
View Capital Corporation. Also includes 101,650 Common Shares held of
record by The High View Fund, the investment manager of which is High View
Asset Management Corporation. Mr. Werlin is the president, treasurer, sole
stockholder of voting stock and sole director, and Mr. Brown is the
secretary and vice president of High View Asset Management Corporation. The
information disclosed herein is based on information contained in a
Schedule 13D filed with the S.E.C. on behalf of: The High View Fund, L.P.,
The High View Fund, Mr. Ernest P. Werlin and Mr. Andrew M. Brown, which
individuals and entities may be deemed to constitute a "group" for purposes
of Section 13(d)(3) of the 1934 Act, however, each of such individuals and
entities disclaims beneficial ownership of the Common Shares owned by any
other individual or entity, and disclaims membership in a group.
(6) Of the Common Shares owned by Mr. McArthur 5,539 have been pledged to the
Company as collateral for a shareholder's loan in the amount of $6,608.
(7) Represents Common Shares held in a trust of which Mr. Beninger is a
beneficiary.
(8) Includes 2,500 Common Shares for which each of Mr. Beninger, Mr. Ciavarra
and Mr. Norman have the right to acquire upon the exercise of stock options
exercisable within 60 days, but excludes 2,500 Common Shares for which each
of Mr. Beninger, Mr. Ciavarra and Mr. Norman have options which are not
exercisable within 60 days.
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(9) Includes 18,462 Common Shares which have been pledged to the Company as
collateral for shareholders' loans in the aggregate amount of $22,026 and
80,000 Common Shares underlying immediately exercisable stock options, but
excludes 80,000 Common Shares underlying options which are not exercisable
within 60 days.
(10) All holders own Common Shares. The numbers in this column reflects for
holders of Common Shares the percent of class as calculated on the basis of
3,109,819 Common Shares outstanding as of January 22, 1997. The percentage
ownership is determined by assuming that options which are execrable within
60 days are deemed to be outstanding for purposes of determining the
percentage owned by holders of such options.
ITEM 12. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
During the fiscal year ended September 30, 1996, the Company paid Mr.
Beninger, a director of the Company, fees of $36,710 for various management
consulting services provided by him to the Company.
During the fiscal year ended September 30, 1995 an affiliate of Mr. Kozun
transferred 60,769 Common Shares in exchange for $73, with an estimated fair
market value of $212,692 to Mr. McArthur, the Company's Chief Operating Officer
pursuant to the terms of Mr. McArthur's employment agreement with the Company,
entered into in July 1994, and as amended.
During the fiscal year ended September 30, 1995 the Company advanced
$31,215 to Mr. Kozun, the Company's President and Chief Executive Officer and
principal shareholder. These advances were non-interest bearing and had no fixed
repayment terms. The amounts advanced during fiscal 1995 were repaid in
September, 1995.
During the fiscal year ended September 30, 1994 Mr. Kozun entered into an
agreement with the Elmdale Trust, of which Mr. Beninger, a director of the
Company, is a beneficiary, whereby the trust issued a promissory note in the
prinicpal amount of $82,598 to Mr. Kozun in consideration for Mr. Kozun's
transfer to the trust of 69,231 of his Common Shares. The promissory note is
non-interest bearing. As of January 22, 1997 no amounts have been repaid.
All future transactions and/or loans between the Company and its officers,
directors and/or 5% shareholders are intended to be on terms no less favorable
to the Company than could be obtained from independent, third parties and will
be approved by a majority of the independent, disinterested directors of the
Company.
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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.
VENTURE SEISMIC LTD.
Dated: January 27, 1997 By: /s/ Brian Kozun
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Brian W. Kozun
President and Chief Executive
Officer
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