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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 : November 10, 1997
VENTURE SEISMIC LTD.
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(Exact name of registrant as specified in charter)
ALBERTA, CANADA
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(State or other jurisdiction of incorporation)
0-27070 N/A
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(Commission File Number) (IRS Employer Identification No.)
3110 - 80th Avenue S.E. Calgary, Alberta T2C 1J3
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(Address of principal executive offices) (Zip code)
(403) 777-9070
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(Registrant's telephone number including area code)
Not Applicable
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(Former name or former address, if changed since last report)
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Item 5. Other events
On November 7, 1997 the Company called for redemption on December 16,
1997 of all of its outstanding Redeemable Warrants for cash at the redemption
price of $.10 per Warrant. Accordingly, after 5:00 p.m., New York time, on
December 15, 1997 the Warrants will no longer be exercisable for Common Shares
of the Company and the holders will only have the right to receive the
redemption price.
Item 7. Financial Statements and Exhibits
(c) Exhibits
4.3 Letter to Warrant holders and Notice of Redemption
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.
By:/s/ Brian Kozun
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Brian W. Kozun
President and Chief Executive Officer
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Exhibit 4.3
WHALE SECURITIES CO., L.P.
Investment Bankers
650 Fifth Avenue
New York, N.Y. 10019
Venture Seismic Ltd.
IMPORTANT - IMMEDIATE ACTION REQUIRED
November 7, 1997
Dear Warrantholder:
Venture Seismic Ltd. (the "Company") has called for redemption on December 16,
1997 of all of its outstanding Redeemable Warrants for cash at the redemption
price of $.10 per Warrant ("Redemption Price"). A copy of the Notice of
Redemption and Letter of Transmittal is enclosed.
The Company is entitled to redeem the Warrants because it has satisfied the
condition of redemption - namely, that the average closing bid price of the
Common Shares of the Company exceeded $9.00 for a period of twenty (20)
consecutive business days ending within three (3) days of the date of mailing of
the enclosed. This condition was satisfied on November 6, 1997. Warrants are
exercisable for one Common Share of the Company at the Exercise Price of $6.00.
After 5:00 p.m., New York Time, on Monday, December 15, 1997 the Warrants will
no longer be exercisable for Common Shares and the holders will only have the
right to receive the Redemption Price. The Warrants will be redeemed on the next
day, Tuesday, December 16, 1997.
We urge you to consider two alternatives to redemption which are available to
you and which may be more beneifical to you than redemption. These alternatives
are:
1. Exercise of the Warrants for Common Shares
Each Warrant is exercisable for one Common Share of the Company. The
Exercise Price of a Warrant is $6.00. The closing bid price of the
Company's Common Shares as reported by Nasdaq on November 6, 1997 was
$8.875 and during the period from October 10, 1997 through November 6,
1997 the closing bid price of the Common Shares ranged from a high of
$9.875 to a low of $8.00 per share.
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2. Sale of Warrants in the open market
Warrants may be sold in the open market. You should consult your
own broker as to this procedure and for current market quotations. On
November 6, 1997 the closing bid price for the Warrants to purchase one
Common Share was $2.625.
Warrantholders who wish to exercise their rights to purchase Common Shares may
do so by delivering their Warrants and the Exercise Price to American Stock
Transfer and Trust Company, as Warrant Agent, on or before 5:00 p.m., New York
Time, on December 15, 1997. The Subscription Form on the reverse side of each
such Warrant must be completed and signed by the Warrantholder and the signature
guaranteed by an eligible institution as more fully described in the
accompanying Notice of Redemption.
The method of delivery of the Warrants to American Stock Transfer and Trust
Company is at the option and risk of the holder, but if mail is used, registered
mail properly insured is suggested. Note that in order to be exercised, a
Warrant must be received by the Warrant Agent prior to 5:00 p.m. New York Time
on December 15, 1997 and Warrants which may not been received by such date will
not be exercised, but will be redeemed, provided, that if payment of the
Exercise Price is received by the Warrant Agent prior to 5:00 p.m. New York Time
on December 15, 1997, broker-dealers have five (5) business days to deliver
Warrant certificates held in "street name" to the Warrant Agent.
Whale Securities Co., L.P. is acting as the Company's Solicitation and
Information Agent in connection with the exercise of the Warrants and is
entitled to a fee equal to 5% of the exercise price of the Warrants under
certain circumstances.
Questions and requests for assistance should be directed to Eamon Twomey at
Whale Securities Co., L.P. at (212) 484-3622.
Very truly yours,
/s/ Whale Securities Co., L.P.
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VENTURE SEISMIC LTD.
REDEEMABLE WARRANTS
NOTICE OF REDEMPTION
November 7, 1997
Venture Seismic Ltd. ("the Company") hereby exercises its right, pursuant to the
Warrant Agreement dated as of November 6, 1995 among the Company, American Stock
Transfer & Trust Company, as Warrant Agent (the "Warrant Agent") and Whale
Securities Co.,L.P. ("Whale") to redeem all of the Company's then outstanding
Redeemable Warrants (the "Warrants").
Terms of Redemption
Redemption Date: Tuesday, December 16, 1997 (the "Redemption Date")
Redemption Price: $.10 per Warrant
Last Date for Redemption: Monday, December 15, 1997
Cessation of Right to Exercise and Other Rights of Warrantholders
The right of Warrantholders to exercise their Warrants to purchase common
shares, no par value per share (the "Common Shares"), of the Company will
terminate at 5:00 p.m., New York Time on December 15, 1997. After such time,
holders of Warrants will have no rights except to receive, upon surrender of the
Warrants, the Redemption Price. The Redemption Price is substantially less than
either (i) the market price of the Common Shares receivable upon exercise of the
Warrant or (ii) the price that could be obtained upon the sale of the Warrants
in the open market.
Redemption Procedure
Payment of the amount to be received on redemption will be made by the Company
upon the presentation and surrender of the Warrants for payment at any time on
or after the Redemption Date. To surrender the Warrants for redemption, Warrant
holders should deliver certificates representing the Warrants to the Warrant
Agent at the following address:
American Stock Transfer & Trust Company
40 Wall Street
New York, New York 10005
Attn: Exchanges
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On or before the Redemption Date, the Company will deposit with the Warrant
Agent an amount sufficient to redeem all of the Warrants along with irrevocable
instructions to pay the Redemption Price for each Warrant upon the surrender of
the Warrant certificate evidencing such Warrant.
Exercise Rights
In lieu of surrendering the Warrants for redemption, Warrantholders may, at
their option, exercise their Warrants to purchase Common Shares. After 5:00
p.m., New York Time, on December 15, 1997 Warrants will no longer be exercisable
for Common Shares.
Exercise Price
Each Warrant entitles the holder to purchase one Common Share at a price of
$6.00 per share. The closing bid price per Common Share as reported by Nasdaq on
November 6, 1997 was $8.875. From October 10, 1997 through November 6, 1997 the
reported closing bid price on Nasdaq ranged from a high of $9.875 to a low of
$8.00 per share. On November 6, 1997 the closing bid price per Warrant was
$2.625.
Exercise Procedure
Holders who wish to exercise their Warrants and avoid redemption must do the
following:
1. Complete and sign the "Subscription Form" on the reverse side of each
Warrant certificate in the exact name in which the Warrant certificate is
issued and, unless the Warrantholder is an Eligible Institution (as defined
below), have such signature guaranteed by a financial institution (a
commercial bank, savings and loan association, credit union or brokerage
house) that is a participant in the Security Transfer Agents Medallion
Program, the New York Stock Exchange Medallion Signature Guarantee Program
or the Stock Exchange Medallion Program (an "Eligible Institution"), and
2. Submit (or have their broker submit) to the Warrant Agent at the address
indicated above (a) the Warrant Certificate and (b) the payment of the
Exercise Price for each Warrant exercised. Payments must be made only by
official bank or certified check payable to "Venture Seismic Ltd.".
The Warrant certificate and the corresponding payment of the Exercise Price must
arrive at the office of the Warrant Agent prior to 5:00 p.m. New York Time on
December 15.
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1997; provided, however, that if the Warrant Agent receives payment of the
Exercise Price prior to 5:00 p.m. New York Time on December 15, 1997
broker-dealers shall have five (5) business days to deliver Warrant certificates
held in "street name" to the Warrant Agent.
Solicitation Agent
Whale is acting as the Company's Solicitation and Information Agent in
connection with the exercise of the Warrants and will be available to assist
Warrantholders requesting information or to respond to questions as to the
procedure for exercise. Whale is entitled to a fee equal to 5% of the exercise
price of the Warrants under certain circumstances. Questions and requests for
assistance should be directed to Eamon Twomey at Whale Securities Co., L.P. at
(212) 484-3622.
ANY WARRANT RECEIVED WHICH IS NOT ACCOMPANIED BY PAYMENT OF THE EXERCISE
PRICE OR WHICH IS RECEIVED WITHOUT THE SUBSCRIPTION FORM HAVING BEEN
COMPLETED AND SIGNED WILL BE DEEMED TO HAVE BEEN DELIVERED FOR
REDEMPTION AND NOT FOR EXERCISE.
Prospectus
A prospectus will be delivered to Warrantholders which covers the shares to be
issued upon exercise of the Warrants. The Company has filed with the Securities
and Exchange Commission a post-effective amendment, which has not yet been
declared effective, covering the Common Shares to be issued upon exercise of the
Warrants. In the event that a current prospectus is unavailable prior to 5:00 pm
on Monday, December 15, 1997, the Company intends to extend the Redemption Date.
No exercise will be confirmed until the Company has complied with the prospectus
delivery requirements of the federal securities laws. If required by applicable
law, upon delivery to you of a final prospectus you will have an opportunity to
rescind your exercise and receive a refund of the Exercise Price within a
limited time after receiving a final prospectus.
