<PAGE> 1
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
------------------------------------
SCHEDULE 14A
(Rule 14a-101)
INFORMATION REQUIRED IN PROXY STATEMENT
SCHEDULE 14A INFORMATION
PROXY STATEMENT PURSUANT TO SECTION 14(A) OF THE
SECURITIES EXCHANGE ACT OF 1934
<TABLE>
<S> <C>
Filed by the Registrant [X]
Filed by a party other than the Registrant [ ]
</TABLE>
Check the appropriate box:
<TABLE>
<S> <C>
[ ] Preliminary proxy statement
[X] Definitive proxy statement
[ ] Definitive additional materials
[ ] Soliciting material pursuant to Rule
14a-11(c) or Rule 14a-12
[ ] Confidential, for use of the Commission
only (as permitted by Rule 14a-6(e)(2))
</TABLE>
VENTURE SEISMIC LTD.
(Name of Registrant as specified in its Charter)
________________________________
(Name of person(s) filing Proxy Statement, if other than Registrant)
Payment of filing fee (check the appropriate box):
<TABLE>
<S> <C>
[X] No fee required.
[ ] Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11.
</TABLE>
1. Title of each class of securities to which transaction
applies: __________________________________
2. Aggregate number of securities to which transaction
applies: __________________________________
3. Per unit price or other underlying value of transaction computed pursuant
to Exchange Act Rule 0-11. (Set forth the amount on which the filing fee is
calculated and state how it was determined:
---------------------------------------------------------------------------
4. Proposed maximum aggregate value of
transaction: __________________________________________
5. Total fee
paid: ___________________________________________________________________
<TABLE>
<S> <C>
[ ] Fee paid previously with preliminary materials.
[ ] Check box if any part of the fee is offset as provided by Exchange Act Rule
0-11(a)(2) and identify the filing for which the offsetting fee was paid previously.
Identify the previous filing by registration statement number, or the form or
schedule and the date of its filing.
</TABLE>
(1) Amount previously
paid: ________________________________________________________________
(2) Form, schedule or Registration Statement
No.: _____________________________________________
(3) Filing
Party: ___________________________________________________________________
(4) Date
Filed: ___________________________________________________________________
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<PAGE> 2
VENTURE SEISMIC LTD.
3110 - 80TH AVENUE S.E.
CALGARY, ALBERTA T2C 1J3
NOTICE OF THE ANNUAL MEETING OF SHAREHOLDERS
TO BE HELD ON MARCH 19, 1998
NOTICE IS HEREBY GIVEN that an annual meeting (the "Meeting") of the
shareholders of Venture Seismic Ltd. (the "Corporation") will be held at 3100,
324 - 8th Avenue S.W., Calgary, Alberta, Canada, T2P 2Z2, at the hour of 10:00
a.m., local time, Thursday, March 19, 1998, for the following purposes:
1. To receive the annual report to the shareholders and the financial
statements for the year ended September 30, 1997;
2. To elect a board of five (5) directors for the ensuing year;
3. To appoint Ernst & Young, Chartered Accountants, as the independent
auditors for the ensuing year and to authorize the directors to fix their
remuneration; and
4. To transact such other business as may properly be brought before the
Meeting.
The close of business on January 26, 1998 has been fixed as the record date
for the determination of shareholders entitled to notice of, and to vote at, the
Meeting of shareholders. The stock transfer books of the Corporation will not be
closed.
All shareholders are cordially invited to attend the Meeting. Whether or
not you expect to attend, you are respectfully requested to sign, date and
return the enclosed proxy promptly. Shareholders who execute proxies retain the
right to revoke them at any time prior to the voting thereof. A return envelope
which requires no postage if mailed in the United States is enclosed for your
convenience.
The enclosed information circular should be consulted for further details
on the matters to be acted upon.
DATED at Calgary, Alberta, this 27th day of January, 1998.
BY ORDER OF THE BOARD OF DIRECTORS
(Signed) BRIAN W. KOZUN, CHAIRMAN
IMPORTANT
Proxies, to be valid, must be deposited at the office of American Stock
Transfer & Trust Company, 40 Wall Street, New York, New York, 10005, not less
than 48 hours, excluding Saturdays and holidays, preceding the Meeting or
adjournment of the Meeting.
2
<PAGE> 3
VENTURE SEISMIC LTD.
3110 - 80TH AVENUE S.E.
CALGARY, ALBERTA
T2C 1J3
INFORMATION CIRCULAR
PURPOSE OF SOLICITATION
THIS INFORMATION CIRCULAR IS FURNISHED IN CONNECTION WITH THE SOLICITATION
OF PROXIES BY THE MANAGEMENT OF VENTURE SEISMIC LTD. (THE "CORPORATION") FOR USE
AT THE ANNUAL MEETING OF SHAREHOLDERS OF THE CORPORATION TO BE HELD AT 3100, 324
- - 8TH AVENUE S.W., CALGARY, ALBERTA, CANADA, T2P 2Z2 ON THURSDAY, THE 19TH DAY
OF MARCH, 1998, AT THE HOUR OF 10:00 O'CLOCK IN THE FORENOON, LOCAL TIME, AND AT
ANY ADJOURNMENTS THEREOF FOR THE PURPOSES SET OUT IN THE ACCOMPANYING NOTICE OF
MEETING. The Corporation will bear the cost of preparing, printing, assembling
and mailing the proxy, Information Circular and other material which may be sent
to shareholders in connection with this solicitation. It is contemplated that
brokerage houses will forward the proxy materials to beneficial owners at the
request of the Corporation, clearing agencies and other financial
intermediaries. In addition to the solicitation of proxies by use of the mails,
officers and regular employees of the Corporation may solicit by telephone
proxies without additional compensation. The Corporation does not expect to pay
any compensation for the solicitation of proxies.
The approximate date on which this Information Circular and the
accompanying form of Proxy will first be mailed or given to the Corporation's
shareholders is January 28, 1998.
VOTING OF PROXIES
All common shares represented at the meeting by properly executed proxies
will be voted and where a choice with respect to any matter to be acted upon has
been specified in the instrument of proxy, the common shares represented by the
proxy will be voted in accordance with such specifications. IN THE ABSENCE OF
ANY SUCH SPECIFICATIONS, THE MANAGEMENT DESIGNEES, IF NAMED AS PROXY, WILL VOTE
IN FAVOUR OF ALL THE MATTERS SET OUT HEREIN, INCLUDING THE ELECTION OF THE
NOMINEES SET FORTH UNDER THE CAPTION "ELECTION OF DIRECTORS", AND THE
APPOINTMENT OF ERNST & YOUNG, CHARTERED ACCOUNTANTS AS THE INDEPENDENT AUDITORS
OF THE CORPORATION.
THE ENCLOSED INSTRUMENT OF PROXY CONFERS DISCRETIONARY AUTHORITY UPON THE
MANAGEMENT DESIGNEES, OR OTHER PERSONS NAMED AS PROXY, WITH RESPECT TO
AMENDMENTS TO OR VARIATIONS OF MATTERS IDENTIFIED IN THE NOTICE OF MEETING AND
ANY OTHER MATTERS WHICH MAY PROPERLY COME BEFORE THE MEETING. AT THE DATE OF
THIS INFORMATION CIRCULAR, THE CORPORATION IS NOT AWARE OF ANY AMENDMENTS TO, OR
VARIATIONS OF, OR OTHER MATTERS WHICH MAY COME BEFORE THE MEETING. IN THE EVENT
THAT OTHER MATTERS COME BEFORE THE MEETING, THEN THE MANAGEMENT DESIGNEES INTEND
TO VOTE IN ACCORDANCE WITH THE JUDGMENT OF THE MANAGEMENT OF THE CORPORATION.
Proxies, to be valid, must be deposited at the offices of American Stock
Transfer & Trust Company, 40 Wall Street, New York, New York, 10005 not less
than 48 hours, excluding Saturdays and statutory holidays, preceding the meeting
or an adjournment of the meeting.
Your vote is important. Accordingly, you are urged to sign and return the
accompanying proxy card whether or not you plan to attend the annual meeting of
shareholders.
3
<PAGE> 4
APPOINTMENT OF PROXY
A SHAREHOLDER HAS THE RIGHT TO DESIGNATE A PERSON (WHO NEED NOT BE A
SHAREHOLDER OF THE CORPORATION) OTHER THAN BRIAN W. KOZUN AND P. DANIEL
McARTHUR, THE MANAGEMENT DESIGNEES, TO ATTEND AND ACT FOR HIM AT THE MEETING.
Such right may be exercised by inserting in the blank space provided on the
instrument of proxy, the name of the person to be designated and deleting
therefrom, the names of the management designees, or by completing another
proper instrument of proxy and, in either case, depositing the instrument of
proxy at the offices of American Stock Transfer & Trust Company, 40 Wall Street,
New York, New York, 10005 not less than 48 hours, excluding Saturdays and
statutory holidays, preceding the Meeting or adjournment of the Meeting.
REVOCATION OF PROXIES
A shareholder who has given a proxy may revoke it as to any matter upon
which a vote has not already been cast pursuant to the authority conferred by
the proxy.
A shareholder may revoke a proxy by depositing an instrument in writing,
executed by him or his attorney authorized in writing:
(a) at the offices of American Stock Transfer & Trust Company, 40 Wall
Street, New York, New York, 10005 at any time, not less than 48 hours,
excluding Saturdays and statutory holidays, preceding the Meeting or
adjournment of the Meeting at which the proxy is to be used;
(b) at the registered office of the Corporation, 3100, 324 - 8th Avenue
S.W., Calgary, Alberta, T2P 2Z2, at any time up to and including the
last business day preceding the day of the Meeting at which the proxy
is to be used; or
(c) with the Chairman of the Meeting on the day of the Meeting or an
adjournment of the Meeting.
In addition, a proxy may be revoked by the shareholder executing another
form of proxy bearing a later date and depositing same at the offices of the
registrar and transfer agent of the Corporation within the time period set out
under the heading "Voting of Proxies", or by the shareholder personally
attending the Meeting and voting his shares.
CURRENCY TRANSLATION
The Corporation has selected United States dollars as its currency for
financial reporting and display purposes. This Information Circular contains the
translation of certain Canadian dollar amounts into United States dollars. These
translations should not be construed as representations that the United States
dollars actually represent Canadian dollar amounts or could be converted into
Canadian dollars at the rate indicated. Unless otherwise indicated, the
translation of Canadian dollars into United States dollars has been made as at
September 30, 1997 at the rate of Cdn $1.00 = U.S. $.7234.
VOTING SHARES AND PRINCIPAL HOLDERS THEREOF
The Corporation is authorized to issue an unlimited number of common
shares, without nominal or par value. The holders of common shares of record at
the close of business on the record date, set by the directors of the
Corporation to be January 26, 1998, are entitled to notice of and to vote such
common shares at the Meeting on the basis of one vote for each common share
held, except to the extent that:
(a) such person transfers his common shares after the record date; and
(b) the transferee of those common shares produces properly endorsed share
certificates or otherwise establishes his ownership to the shares and
makes a demand to the registrar and transfer agent of the Corporation,
not later than 10 days before the Meeting, that his name be included
on the shareholders list.
4
<PAGE> 5
On the record date there were 4,634,584 common shares issued and
outstanding and entitled to vote at the Meeting on all matters which may
properly come before the Meeting.
The By-laws of the Corporation provide that two (2) persons present and
holding or representing by proxy not less than fifty percent (50%) of the issued
common shares entitled to vote at the Meeting shall constitute a quorum for the
Meeting. Assuming a quorum is present, the affirmative vote of any of the common
shares voting, in person or by proxy, is necessary to elect the directors and
appoint Ernst & Young, Chartered Accountants as the independent auditors of the
Corporation. All common shares represented at the Meeting by properly executed
proxies will be voted and where a choice with respect to any matter to be acted
upon has been specified in the instrument of proxy, the common shares
represented by the proxy will be voted in accordance with such specifications.
In the absence of any such specifications, the management designees, if named as
proxy, will vote in favor of all the matters set out herein. Therefore, any
abstention from voting on any matter has the same legal effect as a vote "for"
the matter, even though the shareholder may interpret such action differently.
The following table sets forth certain information with respect to the
beneficial ownership of the Corporation's common shares at January 26, 1998 of
(i) the Named Officer (as defined under "Executive Compensation"), (ii) each
person or entity known by the Corporation to own beneficially more than 5% of
the Corporation's outstanding common shares, (iii) each director of the
Corporation, and (iv) all executive officers and directors of the Corporation as
a group:
<TABLE>
<CAPTION>
AMOUNT AND
NAME AND ADDRESS OF NATURE OF PERCENT OF
BENEFICIAL OWNER(1) BENEFICIAL OWNERSHIP(2) COMMON SHARES(8)
- ----------------------------------------------------- ----------------------- ----------------
<S> <C> <C>
Brian W. Kozun....................................... 833,836(3) 17.8%
P. Daniel McArthur................................... 72,731(4) 1.6%
Michael J. Beninger.................................. 54,231(5)(6) 1.2%
J. Joseph Ciavarra................................... 5,000(6) **
Stuart M. Norman..................................... 15,769(6) **
All executive officers and directors as a group (7
persons)........................................... 1,096,317(7) 22.9%
</TABLE>
** Does not exceed one percent.
Notes:
(1) Unless otherwise indicated, the address of each beneficial owner identified
is: c/o Venture Seismic Ltd., 3110 - 80th Avenue S.E., Calgary, Alberta, T2C
1J3.
(2) Beneficial ownership is defined in accordance with the rules of the
Securities and Exchange Commission ("SEC") and generally means the power to
vote and/or to dispose of the securities regardless of any economic interest
therein.
(3) Includes (i) 757,009 common shares held by a personal holding company, of
which Mr. Kozun is the sole shareholder, (ii) 23,077 common shares held in
trust, of which Mr. Kozun is one of three trustees and (iii) 53,750 common
shares underlying immediately exercisable options, but excludes 51,250
common shares underlying options which are not exercisable within 60 days.
Mr. Kozun disclaims beneficial ownership as to the common shares held in
trust, as he is not a beneficiary under such trust.
(4) Includes (i) 70,231 common shares and (ii) 2,500 common shares underlying
immediately exercisable options, but excludes 7,500 common shares underlying
options which are not exercisable within 60 days. Of the common shares owned
by Mr. McArthur, 3,693 have been pledged to the Corporation as collateral
for a shareholder's loan in the amount of $4,405.
(5) Includes 49,231 common shares held in a trust of which Mr. Beninger is a
beneficiary.
(6) Includes 5,000 common shares underlying immediately exercisable options but
excludes 6,000 common shares underlying options which are not exercisable
within 60 days.
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<PAGE> 6
(7) Includes (i) 12,308 common shares which have been pledged to the Corporation
as collateral for shareholders' loans in the aggregate amount of $14,660 and
(ii) 143,750 common shares underlying immediately exercisable options, but
excludes 114,250 common shares underlying options which are not exercisable
within 60 days.
(8) All holders own common shares. The numbers in this column reflect the
percent of class as calculated on the basis of 4,634,584 common shares
outstanding as of January 26, 1998.
EXECUTIVE COMPENSATION
EXECUTIVE COMPENSATION
The following summary compensation table sets forth the aggregate
compensation paid or accrued by the Corporation to Brian W. Kozun, the President
and Chief Executive Officer of the Corporation (the "Named Officer") for
services rendered to the Corporation during the fiscal years ended September 30,
1997, 1996 and 1995. No other executive officers of the Corporation received
compensation in excess of $100,000 for services during such fiscal years.
SUMMARY COMPENSATION TABLE
<TABLE>
<CAPTION>
SECURITIES
NAME AND PRINCIPAL POSITION YEAR SALARY UNDERLYING OPTIONS
- ------------------------------------------------------- ---- -------- ------------------
<S> <C> <C> <C>
Brian W. Kozun......................................... 1997 $122,000 --
President and Chief Executive Officer 1996 $114,000 --
1995 $114,000 55,000(1)
</TABLE>
Note:
(1) Represents options to purchase common shares granted pursuant to the
Company's 1995 Stock Option Plan, as amended (the "1995 Plan").
AGGREGATED OPTION EXERCISES IN LAST FISCAL YEAR AND
FISCAL YEAR-END OPTION VALUES
The following table sets forth certain information with respect to each
exercise of stock options during the fiscal year ended September 30, 1997
("Fiscal 1997") by the Named Officer and the number and value of unexercised
options held by such Named Officer as of September 30, 1997.
<TABLE>
<CAPTION>
NUMBER OF SECURITIES
UNDERLYING UNEXERCISED VALUE OF UNEXERCISED IN
SECURITIES OPTIONS AT FISCAL THE MONEY OPTIONS AT
ACQUIRED ON VALUE YEAR END FISCAL YEAR-END
EXERCISE REALIZED EXERCISABLE/UNEXERCISABLE(1) EXERCISABLE/UNEXERCISABLE(1)
NAME ($) ($) ($) ($)
- ---------------------------- ----------- -------- ---------------------------- ----------------------------
<S> <C> <C> <C> <C>
Brian W. Kozun.............. Nil Nil 41,250/13,750 152,200/50,735
</TABLE>
Note:
(1) Value calculated by multiplying the number of unexercised options
outstanding at September 30, 1997 by the difference between the closing sale
price ($8.69 per share) for the common shares as reported by the Nasdaq
National Market System on September 30, 1997 and the option exercise price.
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<PAGE> 7
EMPLOYMENT CONTRACTS AND TERMINATION OF
EMPLOYMENT AND CHANGE-IN-CONTROL ARRANGEMENTS
In September, 1995, the Corporation entered into an employment agreement
with Brian W. Kozun (the "Kozun Agreement"), which provides for an annual salary
as determined by the Board, subject to annual review, such number of stock
options as may be determined by the Board, and a leased vehicle for use in the
Corporation's business. The Board increased Mr. Kozun's annual salary to
$133,000 in January 1998. The Kozun Agreement expires in September, 2000 and may
be terminated by either party to the agreement, however, 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 of his salary for each full year of
employment. In addition, the Kozun Agreement prohibits Mr. Kozun from competing
with the Corporation 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 Company's 1995 Plan, options to purchase
common shares held by all executive officers of the Corporation may become
immediately exercisable.
STOCK OPTION PLAN
Under the Company's 1995 Stock Option Plan, as amended (the "Option Plan"),
up to 450,000 common shares are available for purchase by directors, officers,
employees and consultants. Options granted under the Option Plan are
exercisable on a cumulative basis over a vesting period of three years. As of
January 27, 1998 there are 384,500 options outstanding to purchase common shares
at exercise prices varying from $3.38 to $5.88 of which 208,250 options are
fully vested.
COMPENSATION OF DIRECTORS
Other than being reimbursed by the Corporation for their expenses, the
aggregate cash compensation paid to the directors of the Corporation for
services rendered in their capacities as directors, during Fiscal 1997 was nil.
During Fiscal 1996, the Corporation paid Mr. Beninger, a director of the
Corporation, fees of $36,710 for various management consulting services provided
by him to the Corporation.
On May 1, 1997, each of the following directors received automatic grants
of options to purchase 1,000 common shares pursuant to the 1995 Plan: Mr.
Beninger, Mr. Ciavarra and Mr. Norman. In January 1998, each of the following
directors received grants of options to purchase 5,000 common shares, subject to
vesting restrictions: Mr. Beninger, Mr. Ciavarra and Mr. Norman. On March 20,
1998, each of the following directors will receive automatic grants of options
to purchase 1,000 common shares pursuant to the 1995 Plan: Mr. Beninger, Mr.
Ciavarra and Mr. Norman. All of such options are, or will be exercisable at the
fair market value of the Corporation's common shares on the date of grant.
INDEBTEDNESS OF DIRECTORS AND OFFICERS
Other than as set forth herein, no director, proposed director or senior
officer, nor any of their respective associates or affiliates, is or has been at
any time since the beginning of the last fiscal year, indebted to the
Corporation or any of its subsidiaries.
During Fiscal 1997 three officers of the Corporation (P. Daniel McArthur,
James W. Stenhouse and Gregory B. Wiebe) were indebted to the Corporation in the
aggregate amount of $22,000. These funds, which are non-interest bearing, were
advanced to the officers in September, 1994 for the purchase of the
Corporation's common shares pursuant to agreements dated September 23, 1994
between the Corporation and each of these officers (the "Advance Agreements").
Pursuant to the Advance Agreements, during Fiscal
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<PAGE> 8
1997, an aggregate of $7,340 of these amounts were repaid and the remaining
balance of $14,660 is scheduled to be repaid in two equal annual installments
ending September 30, 1999.
CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
During Fiscal 1996, the Corporation paid Mr. Beninger, a director of the
Corporation, fees of $36,710 for various management consulting services provided
by him to the Corporation.
During the fiscal year ended September 30, 1994, Mr. Kozun entered into an
agreement with Elmdale Trust, of which Mr. Beninger, a director of the
Corporation, is a beneficiary, whereby the trust issued a promissory note in the
principal 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 14, 1998, $9,178 of the amounts due under
the promissory note has been repaid.
All future transactions and/or loans between the Corporation and its
officers, directors and/or 5% shareholders are intended to be on terms no less
favorable to the Corporation than could be obtained from independent third
parties and will be approved by a majority of the independent, disinterested
directors of the Corporation.
SECTION 16(A) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE
Section 16(a) of the 1934 Act requires the Corporation's executive
officers, directors and persons who beneficially own more than 10% of a
registered class of the Corporation's equity securities to file with the SEC
initial reports of ownership and reports of changes in ownership of common
shares and other equity securities of the Corporation. Such executive officers,
directors, and greater than 10% beneficial owners are required by SEC
regulations to furnish the Corporation with copies of all Section 16(a) forms
filed by such reporting persons.
Based solely on the Corporation's review of such forms furnished to the
Corporation and written representations from certain reporting persons, the
Corporation believes that all filing requirements applicable to the
Corporation's executive officers, directors and greater than 10% beneficial
owners were complied with.
PARTICULARS OF MATTERS TO BE ACTED UPON
To the knowledge of the Corporation's directors, the only matters to be
placed before the Meeting are those matters set forth in the accompanying notice
of meeting relating to the receipt of the annual report and the financial
statements, the election of directors, and the appointment of auditors.
I. ELECTION OF DIRECTORS
The board of directors currently consists of five (5) directors, all of
whom are elected annually. It is proposed that the number of directors for the
ensuing year be fixed at five (5). Each of the directors shall retire from
office at the annual meeting of the Corporation, but shall retain office until
the dissolution of the Meeting at which his successor is elected. It is proposed
that the persons named below will be nominated at the Meeting. IT IS THE
INTENTION OF THE MANAGEMENT DESIGNEES, IF NAMED AS PROXY, TO VOTE FOR THE
ELECTION OF SAID PERSONS TO THE BOARD OF DIRECTORS. MANAGEMENT DOES NOT
CONTEMPLATE THAT ANY OF SUCH NOMINEES WILL BE UNABLE TO SERVE AS DIRECTORS;
HOWEVER, IF FOR ANY REASON ANY OF THE PROPOSED NOMINEES DO NOT STAND FOR
ELECTION OR ARE UNABLE TO SERVE AS SUCH, PROXIES IN FAVOUR OF MANAGEMENT
DESIGNEES WILL BE VOTED FOR ANOTHER NOMINEE IN THEIR DISCRETION UNLESS THE
SHAREHOLDER HAS SPECIFIED IN HIS PROXY THAT HIS SHARES ARE TO BE WITHHELD FROM
VOTING IN THE ELECTION OF DIRECTORS. Each director elected will hold office
until the next annual meeting of shareholders or until his successor is duly
elected or appointed pursuant to the by-laws of the Corporation. The board of
directors recommends a vote FOR all five nominees to the Corporation's board of
directors.
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<PAGE> 9
Each of the nominees is currently a director of the Corporation. The
following sets forth the names and ages of the five nominees for election to the
Board of Directors, their respective principal occupations or employments during
the past five years and the period during which each has served as a director of
the Corporation.
Brian W. Kozun (37) has been President and Chief Executive Officer of the
Corporation since April, 1992 and has been a director since 1985. Mr. Kozun was
one of the founding shareholders of the Corporation and served as the
Corporation'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 (36) has served as Chief Operating Officer and a
director of the Corporation 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 (53) was appointed a director of the Corporation in August,
1994. He has been co-owner and a director of Paxton Pacific Resources Inc., a
pressure treating and speciality 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
Ripleys 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 (47) was appointed a director of the Corporation in
August, 1994. From 1991 until February 1997, he served as President and Chief
Executive Officer of Transwest Energy Inc., an oil and gas company. Since
February 1997 Mr. Ciavarra has been providing oil and gas consulting services.
From 1976 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 J. Beninger (44) was appointed a director of the Corporation in
August, 1994. He has been practicing law since 1980 and since August, 1993, has
operated as a sole practitioner in Alberta and British Columbia. Prior to
August, 1993, he was a partner with Felesky Flynn, Barristers & Solicitors in
Calgary and Edmonton.
The Board of Directors of the Corporation held three meetings during Fiscal
1997. Each of the directors attended at least 75% of the meetings of the Board
of Directors and the committees thereof on which such director served, which
were held during Fiscal 1997.
The Audit Committee consists of Mr. Beninger, Mr. Norman and Mr. Kozun. The
Audit Committee is authorized by the Board of Directors to review, with the
Corporation's independent auditors, the annual financial statements of the
Corporation and to make annual recommendations to the Board of Directors for the
appointment of independent auditors for the ensuing year. The Audit Committee
also reviews the effectiveness of the financial and accounting functions,
organizations, internal controls, and related party transactions. The Audit
Committee met two times in Fiscal 1997.
The Compensation Committee, which consists of Mr. Beninger, Mr. Ciavarra
and Mr. Norman, reviews and sets on behalf of the Board of Directors, the
compensation and benefits of all executive officers of the Corporation, reviews
general policy matters relating to compensation and benefits of employees of the
Corporation, administers the 1995 Plan, consults with management on matters
concerning compensation and makes recommendations to the Board of Directors on
compensation where approval of the Board of Directors is required. The
Compensation Committee met two times during Fiscal 1997.
The Corporation does not have a Nominating Committee.
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<PAGE> 10
II. APPROVAL AND RATIFICATION OF THE APPOINTMENT OF INDEPENDENT AUDITORS
The management of the Corporation recommends a vote FOR the approval and
ratification of the appointment of Ernst & Young, Chartered Accountants, as the
Corporation's independent auditors for the fiscal year ending September 30,
1998. Ernst & Young has been the Corporation's auditors for Fiscal 1997 and were
first appointed as the Corporation's auditors on August 23, 1995 and has no
direct or indirect financial interest in the Corporation. A representative of
Ernst & Young, Chartered Accountants is expected to be present at the annual
meeting of shareholders and will have the opportunity to make a statement if he
or she desires to do so, and shall be available to respond to appropriate
questions.
SHAREHOLDER PROPOSALS
The annual meeting of shareholders for the fiscal year ending September 30,
1998 is expected to be held in March, 1999. All proposals intended to be
presented at the Corporation's next annual meeting of shareholders must be
received at the Corporation's office no later than December 30, 1998, for
inclusion in the Information Circular and form of proxy related to that meeting.
GENERAL
The Corporation will provide without charge to each person being solicited
by this Information Circular, on the written request of any such person, a copy
of the Annual Report of the Corporation on Form 10-KSB for the fiscal year ended
September 30, 1997 (as filed with the SEC), including the financial statements
thereto. All such requests should be directed to Vice-President, Finance,
Venture Seismic Ltd., 3110 - 80th Avenue S.E., Calgary, Alberta, Canada, T2C
1J3.
All matters referred to herein for approval by the shareholders require a
simple majority of the shareholders voting, in person or by proxy, at the annual
meeting of the shareholders.
This information is given as of the 26th day of January, 1998. The contents
and sending of this Information Circular has been approved by the directors of
the Corporation.
The foregoing contains no untrue statement of a material fact and does not
omit to state a material fact that is required to be stated or that is necessary
to make a statement not misleading in the light of the circumstances in which it
was made.
<TABLE>
<S> <C>
(Signed) BRIAN W. KOZUN (Signed) GREGORY B. WIEBE
Chief Executive Officer Chief Financial Officer
</TABLE>
10
<PAGE> 11
VENTURE SEISMIC LTD.
INSTRUMENT OF PROXY
THIS PROXY IS SOLICITED BY THE
MANAGEMENT AND WILL BE USED AT THE
ANNUAL MEETING OF SHAREHOLDERS
TO BE HELD ON MARCH 19, 1998
The undersigned shareholder of Venture Seismic Ltd. (the "Corporation")
hereby nominates, constitutes and appoints Brian W. Kozun, Chairman of the
Corporation, or failing him, P. Daniel McArthur, Chief Operating Officer of the
Corporation, or in the place and stead of the foregoing
- ---------------------------------------------- the true and lawful attorney and
proxy of the undersigned to attend, act and vote in respect of all shares held
by the undersigned at the annual meeting of the shareholders of the Corporation
to be held at 3100, 324 - 8th Avenue S.W., Calgary, Alberta, Canada, T2P 2Z2 on
Thursday, March 19, 1998, 10:00 a.m. local time, and at any adjournment or
adjournments thereof. The undersigned hereby instructs the said proxy to vote
the common shares represented by this instrument of proxy in the following
manner:
1. TO VOTE FOR [ ] OR AGAINST [ ]
A resolution fixing the number of directors for the ensuing year at five
(5).
2. TO VOTE FOR [ ] OR WITHHOLD FROM VOTING [ ]
A resolution electing for the ensuing year as directors Brian W. Kozun, P.
Daniel McArthur, Michael Beninger, J. Joseph Ciavarra and Stuart Norman.
(INSTRUCTIONS: To withhold from voting for any individual nominee, print
that nominee's name on the line provided below)
- --------------------------------------------------------------------------------
3. TO VOTE FOR [ ] OR WITHHOLD FROM VOTING [ ]
The appointment of Ernst & Young, Chartered Accountants, as independent
auditors of the Corporation for the ensuing year and the authorization of
the directors to fix their remuneration.
4. To vote in the discretion of the proxy nominee on any amendments to or
variations of matters identified in the notice of meeting and on any other
matters which may properly come before the meeting.
DATED this ______ day of ________________ , 1998.
------------------------------------
(Signature of Shareholder)
------------------------------------
(Name of Shareholder -- Please
Print)
Please date, sign as name appears at the left and return promptly. If the
common shares are registered in the names of two or more persons, each
should sign. When signing as Corporate Officer, Partner, Executor,
Administrator, Trustee or Guardian, please give full title. Please note any
changes in your address alongside the address as it appears in the proxy.
NOTE: If the shareholder is a corporation, the instrument of proxy must be
under its corporate seal or under the hand of an officer duly authorized in
that behalf.
All common shares represented at the meeting by properly executed proxies
will be voted, and where a choice with respect to any matter to be acted
upon has been specified in the instrument of proxy, the common shares
represented by the proxy will be voted in accordance with such
specifications. IN THE ABSENCE OF ANY SUCH SPECIFICATIONS, THE MANAGEMENT
DESIGNEES, IF NAMED AS PROXY, WILL VOTE FOR THE ELECTION OF THE MANAGEMENT
NOMINEES FOR DIRECTOR AND FOR THE APPOINTMENT OF ERNST & YOUNG, CHARTERED
ACCOUNTANTS AS THE INDEPENDENT AUDITORS OF THE CORPORATION.
A blank space has been provided to date the instrument of proxy. If the
instrument of proxy is undated, it will be deemed to bear the date on which
it is mailed by the person making the solicitation.
