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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM 10-KSB/A
(Mark One)
ANNUAL REPORT PURSUANT TO SECTION 13 OR 15 (d) OF
THE SECURITIES EXCHANGE ACT OF 1934
For the Fiscal Year Ended September 30, 1997
OR
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15 (d)
OF THE SECURITIES EXCHANGE ACT OF 1934
Commission File No 0-27070
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VENTURE SEISMIC LTD.
(Name of small business issuer in its charter)
<TABLE>
<S> <C>
ALBERTA, CANADA N/A
(State or other jurisdiction of (I.R.S. Employer Identification No.)
incorporation or organization)
</TABLE>
3110 -- 80 AVENUE S.E., CALGARY, ALBERTA T2C 1J3
ISSUER'S TELEPHONE NUMBER: (403) 777-9070
(Address of principal executive offices) (Zip Code)
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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 $27,132,227.
As of May 22, 1998 there were outstanding 4,634,584 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 May 22, 1998) was approximately $31,283,000.
Transitional Small Business Disclosure Format (check one): Yes____ No X
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PART I
This report contains certain forward-looking statements that involve risks
and uncertainties. Actual results could differ from those anticipated due to a
number of factors including the outcome of the Potential Acquisition, the
capital intensive nature of the Company's business and its need for additional
funds for operations and debt service requirements, fluctuations in operating
results, dependence upon principal customers and on the activity of the oil and
gas industry, risks associated with international operations and regulatory,
competitive and contractual risks. Unless otherwise noted, all dollar amounts
are in United States dollars.
ITEM 1. BUSINESS
OVERVIEW
Venture Seismic Ltd. ("Venture" or "the Company") is a provider of seismic
data to oil and gas companies, primarily in North America. The Company is
engaged primarily in the acquisition of land and water-based seismic data for
use in the exploration for and the development and field management of oil and
natural gas reserves. Seismic data enables oil and gas companies to evaluate the
earth's subsurface to determine the potential of a hydrocarbon bearing structure
and assists such oil and gas companies in determining the size and structure of
previously identified oil and gas fields. The Company obtains the seismic data
by using an energy source, such as dynamite, vibroseis units (which generate
vibrations) or airguns to send acoustic energy deep into the earth's subsurface.
As these acoustic signals reflect off different subsurface structures, their
reflection time can be measured by an array of small motion sensitive
transducers, called geophones, placed at specific intervals on the earth's
surface. Typically six geophone strings are connected to the remote field
recording boxes and the electronic output of each geophone string becomes the
electrical input for one recording "channel" or trace of seismic data. The
resulting electrical signals are then amplified, converted into digital form and
relayed to a central recording unit for storage on magnetic tape. The data can
then be processed by high powered computers to generate a visual image of the
earth's subsurface. Seismic data has been used historically to determine
drilling locations for potential oil and gas wells and more recently it is being
increasingly used in reservoir management for the development and production of
oil and gas reserves.
In the seismic data acquisition industry, surveys are generally either
2-dimensional ("2D") or 3-dimensional ("3D") in nature. Historically the
majority of seismic data acquisition has been 2D in nature, where a line of
geophones capture information to generate a 2-dimensional image of the earth's
subsurface structure immediately below the geophones. In a 3D seismic survey
multiple lines of geophones are combined with multiple energy sources to
generate a 3-dimensional image of the earth's subsurface structure. 3D surveys
provide seismic data relating to multiple horizontal and vertical planes within
a geologic formation and can extend over vast geographic areas, as opposed to 2D
seismic surveys which are designed to provide seismic data in the form of a
cross-section of a single seismic line. As advances have occurred in computing
power, surveying techniques, geophone systems, recording technology and
acquisition techniques, there has been a resulting decline in prices and a
significant increase in demand for 3D surveys. The more comprehensive
information provided by 3D surveys allows oil and gas companies to evaluate the
potential for the existence of hydrocarbon reserves with a much higher degree of
accuracy. The use of 3D surveys can significantly increase drilling success
rates and reduce the occurrence of costly dry holes thereby lowering the cost of
exploring for oil and gas. However, while a 3D survey provides more
comprehensive information, its cost is also much greater than 2D surveys due to
factors such as increased equipment costs and longer set up time and recording
time. As a result 2D surveys remain more cost efficient for preliminary,
reconnaissance type exploratory evaluations.
SEISMIC OPERATIONS
The Company currently operates nine land and transition zone crews in North
America; six crews in Western Canada and three crews in the Southern United
States. Channel capacity of its crews in Canada is approximately 5,700 channels
and channel capacity of its crews in the United States is approximately
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5,000 channels. The Company increased its channel capacity significantly in its
fiscal year ended September 30, 1997 ("fiscal 1997") to approximately 10,700
channels from approximately 5,000 channels in its fiscal year ended September
30, 1996, ("fiscal 1996") primarily as the result of capital expenditures of
$10,080,773 incurred during fiscal 1997. The equipment employed by the Company
is extremely transportable and can be moved between the Canadian and United
States markets to meet varying market demands. Five of the Company's crews,
employing approximately 9,600 channels, use both 24 bit recording, the most
advanced technology currently available for seismic data recording, and
telemetry transmission, which uses radio frequencies to transmit the captured
data from remote acquisition modules in the survey area to a central recording
station. The integration of 24 bit technology and telemetry transmission in the
seismic data acquisition process increases the amount and enhances the quality
of seismic data generated. In addition, by eliminating the traditional need for
cables to transmit seismic data, telemetry transmission creates more flexible
and easier deployment of field gear and fewer safety and environmental concerns.
The telemetry technology permits the Company to operate efficiently in
marsh/swamp areas, rivers/lakes and transition zones. The Company believes it is
currently the sole provider of telemetry technology in Western Canada.
During fiscal 1996 one of the Company's Canadian telemetry systems was
mobilized to Pakistan and the Company performed its first project outside North
America. This project was completed in September 1996 and certain of the
equipment was subsequently returned to the Canadian marketplace.
The Company acquired a set of vibroseis units in each of December 1995 and
October 1996. These units gave the Company the capability of performing
vibroseis projects for the first time in Western Canada (the Company does not
currently have vibroseis capability in the United States). Vibroseis projects
accounted for approximately 17% and 20% of the Company's revenues during fiscal
1997 and 1996, respectively.
CONTRACTS AND SIGNIFICANT CUSTOMERS
Contracts for seismic data can be conducted on a turnkey or term basis or a
combination of the two. The Company enters into both term and turnkey contracts
or arrangements with its customers for projects which generally have a duration
of a few days to three months. Turnkey projects are based on a fixed fee and the
Company bears substantially all of the risk of business interruption caused by
bad weather or other hazards. Turnkey projects can be more profitable where the
cost variables associated with a particular contract are well understood thereby
enabling the Company to minimize productivity risk. Currently approximately 85%
of the Company's projects are conducted on a turnkey or turnkey combined with
term basis. Under the terms of the Company's contracts the oil and gas company
retains proprietary rights for the data collected by the seismic survey.
A large portion of the projects entered into by the Company in Canada are
not governed by any written contracts or other documentation, including projects
performed by one customer which accounted for 43%, 54% and 32% of the Company's
revenues for fiscal 1995, 1996 and 1997, respectively. As a result, in the event
of a dispute with regard to work performed or collection of fees relating to a
project, the Company may not be able to resolve such dispute as quickly or
effectively as it might have been able to do if a written contract existed. In
addition, in the absence of a written agreement, the Company may experience
discrepancies with regard to payment terms, project scope or other matters which
may, in turn, result in delays, cash flow shortages, increased costs, and lower
revenues or profits.
The Company markets its services to approximately 100 oil and gas companies
in Canada and approximately 50 in the United States. During fiscal 1995, 1996
and 1997 the Company performed a total of approximately 550 projects for over
100 different customers. The Company's customers range from junior exploration
companies to fully-integrated multi-national operators. The services provided by
the Company vary according to the size and needs of the customer.
During fiscal 1995, 1996 and 1997, three, two, and two customers each
accounted for in excess of 10% of the Company's revenues and in fiscal 1995,
1996 and 1997 the same customer accounted for 43%, 54% and 32% of the revenues,
respectively. In fiscal 1995 two other customers, in fiscal 1996 one other
customer and in fiscal 1997 one other customer all accounted for over 10% of the
Company's revenue. Although the projects performed by the Company were generally
short term, the inability to replace significant customers would
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cause the Company's revenues and operating results to fluctuate significantly
from period to period, and the loss of certain customers would have a material
adverse impact on its business. Because of the limited number of data
acquisition crews owned by the Company, and thus the limited number of data
acquisition crews that the Company is able to deploy at any given time, the
Company anticipates that a substantial portion of future revenues will continue
to be attributable to a few customers, who may change from time to time.
The Company's sales are to customers in the oil and gas industry which
results in a concentration of credit risk. The Company generally extends
unsecured credit to these customers and, therefore, the collection of these
receivables may be affected by changes in economic or other conditions and may
accordingly impact the Company's overall credit risk. Management believes the
risk is mitigated by the size, reputation and diversified nature of the
companies to which they extend credit. The Company has not previously
experienced any material credit losses on the collection of receivables.
COMPETITION
The seismic data acquisition industry is highly competitive and is
characterized by constantly evolving technology and significant capital
requirements for new equipment. There are approximately 50 to 60 data
acquisition companies in North America and contracts are generally awarded to
geophysical services companies on the basis of technology, price, performance,
safety record, dependability, reputation and crew availability. Several of the
Company's competitors are substantially larger than the Company, have longer
operating histories, greater financial and technical resources and larger sales
volumes than the Company.
OPERATING HAZARDS AND INSURANCE
The Company's operations are subject to the general risks incident to land
and water seismic data acquisition activities, including the use of explosives,
which subject personnel to risk of injury due to accidental explosions resulting
from the mishandling of equipment and supplies. The Company also often operates
in remote areas, often characterized by difficult terrain, and under extreme
weather conditions. The Company's crews are mobile and its equipment and
personnel are subject to vehicular accidents. Many of the hazards encountered
during the Company's operations can cause personal injury and loss of life,
severe damage to and destruction of property and equipment, environmental damage
and suspension of operations. The Company has not experienced any material
losses or environmental claims to date, but there can be no assurance that it
will not experience such losses or claims in the future. To the extent
available, the Company maintains general liability insurance coverage against
these potential claims, the nature and amount of which the Company believes to
be customary in the industry. There can be no assurance that adequate insurance
will be available in the future, or that the Company will be able to maintain
adequate insurance on acceptable terms and conditions. In the event of an
uninsured or inadequately insured claim, the Company's business and financial
condition could be materially adversely affected.
GOVERNMENT REGULATION AND ENVIRONMENTAL COMPLIANCE
The oil and gas industry is subject to an extensive array of federal,
provincial, state and local laws and regulations, which may change from time to
time in response to economic or political conditions. Laws and regulations that
have the effect of reducing or curtailing exploration and production activities
by energy companies could also adversely affect the Company's operations and its
financial condition by reducing the demand for its services. In addition, oil
and gas exploration is subject to regulations governing environmental quality
and pollution control. The Company is required to comply with such laws in its
operations, and anticipates that it will continue to be required to do so in the
future. Management believes that the Company is in substantial compliance with
currently applicable permit requirements and environmental laws and regulations,
although any changes in such requirements, laws and regulations could cause the
Company to incur increased operating costs in the future.
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WEATHER, PRODUCTIVITY AND SEASONALITY OF OPERATIONS
The majority of the Company's operations are conducted under varied weather
conditions and difficult terrain, both of which could result in equipment
failures, accidents, or loss of productivity. Fixed costs, including costs
associated with operating leases, debt service costs, labor costs, depreciation
and interest expense account for a substantial portion of the Company's costs
and expenses. As a result downtime or low productivity resulting from reduced
demand, equipment failures, weather interruptions or otherwise, can result in
significant operating losses. The Company's operations have traditionally been
highly seasonal, with the majority of the demand for its services occurring from
November to March. The seasonality of the Company's operations is primarily
because oil and gas companies prefer delaying exploration activities in Western
Canada until the ground is frozen. The seasonality of demand may lead to
substantial fluctuations in revenues, results of operations and cash flow for
the Company at various times throughout the year.
The Company believes that the addition of telemetry technology has lessened
the risks associated with weather, low productivity and seasonality due to the
diversified operating capabilities of the equipment. The system's capabilities
increases the efficiencies of surveys to be conducted in areas of difficult
terrain, such as marshes, lakes and mountainous areas. In addition the expansion
of operations into the United States, as a result of the acquisition of Boone
Geophysical, Inc. ("Boone") in June of 1996, has reduced the effect of the
seasonality associated with Canadian operations. In fiscal 1997 Boone
contributed revenue of $9.4 million, or 35% of consolidated revenue of the
Company, as compared to revenue of $1.2 million or 8% of the Company's
consolidated revenue in fiscal 1996. In 1996 the Company completed an
international project in Pakistan however, as a result of a loss incurred from
this project, the Company has determined to focus its marketing and operational
efforts on the Canadian and U.S. markets and is not currently marketing its
services internationally.
EQUIPMENT ACQUISITION AND SUPPLIERS
The seismic data acquisition industry is marked by rapidly evolving
technology. In order to effectively market its services, the Company expects it
will continue to be required to upgrade its seismic data acquisition equipment
to incorporate technological advances. The Company obtains its seismic data
acquisition equipment from a few select vendors, and in the case of its
telemetry based data acquisition systems, from a sole source, Sercel-Opseis Inc.
The Company does not have long term supply contracts with any of its suppliers
and purchases its equipment on a purchase order basis. No assurance can be given
that shortages will not occur in the future or that the sole or limited sources
will be able to support the equipment requirements of the Company. In addition
there can be no assurance that the Company will not experience delays or other
supply problems that may materially adversely affect the Company's operations or
that the Company will be able to obtain suppliers in a timely manner in the
event of an increase in demand of its services. The inability to obtain seismic
data acquisition equipment as required, or to develop alternative sources as
required in the future, could materially adversely affect the Company's
business, operating results and financial condition.
RECENT DEVELOPMENTS
Warrant Redemption. On November 7, 1997, the Company called for
redemption, at a redemption price of $.10 per Warrant, all of the outstanding
redeemable Warrants ("Warrants") of the Company which have not been exercised
before December 16, 1997 (the "Warrant Redemption Date"). On December 10, 1997,
the Company, with the consent of Whale Securities Co., L.P. ("Whale"), extended
the Warrant Redemption Date until January 6, 1998. As a result, any Warrants
which have not been exercised by January 5, 1998 will be redeemed by the
Company. After such time, none of the Warrants will remain outstanding. Warrants
may be exercised prior to 5:00 p.m., New York Time, on January 5, 1998 at an
exercise price of $6.00 to purchase one Common Share of the Company. The Company
extended the Warrant Redemption Date as a result of an executed letter of intent
to acquire 100% of the capital stock of Continental Holdings Ltd.
("Continental"), as announced by the Company on December 2, 1997. The extension
allowed the Company to file with the Securities and Exchange Commission certain
financial information relating to Continental, included elsewhere herein.
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As of December 19, 1997, there were 1,610,000 Warrants outstanding, of
which 785,412 had been exercised. There can be no assurance that the remaining
824,588 Warrants will be exercised prior to the Redemption Date, in which event
the Company will not receive any proceeds from the exercise of the Warrants.
Potential Acquisition. On December 2, 1997, the Company announced it had
entered into a letter of intent to acquire (the "Potential Acquisition") 100% of
the outstanding capital stock of Continental for consideration (the "Purchase
Price") in cash and stock of the Company, with a value in the aggregate of
approximately $14,525,000. The letter of intent also includes provision for
employment agreements with the existing management of Continental.
Continental is a privately held marine seismic data acquisition company,
based in Calgary, which currently leases and operates one marine seismic vessel
capable of performing 2D or 3D seismic surveys. Continental has completed
seismic surveys in the Persian gulf, the North Sea, the Falkland Islands area,
the Mediterranean and off the coasts of West Africa and Norway. According to
financial information supplied by Continental, audited revenue for the year
ended December 31, 1996 was $8.6 million and net income, adjusted for normalized
owner/management compensation, was approximately $600,000. The adjustment to net
income accounts for the declaration by Continental of a discretionary
owner/management bonus and the related income tax effect of such bonus. For the
nine months ended September 30, 1997 Continental has recognized unaudited
revenues of approximately $7.1 million and unaudited net income of approximately
$1.6 million. Reference is made to the audited financial statements of
Continental for its fiscal years ended December 31, 1996 and 1995 included in
the Company's Annual Report on Form 10-KSB for the year ended September 30,
1997.
In December 1997 Continental entered into a preliminary agreement to lease
a second marine vessel, for a five year period commencing in March 1998, at an
annual cost of approximately $2.7 million. In addition Continental will be
required to purchase capital assets, at an estimated cost of $10 million to
equip the vessel. If Continental is unable to fulfill the lease commitment the
vessel will be returned to the leaseholder and Continental will incur an
estimated liability of $1.5 million. A definitive agreement regarding these
terms is expected to be entered into in January 1998.
The total consideration to be paid in connection with the Potential
Acquisition may be subject to adjustment. In any event, the components of the
Purchase Price are subject to adjustment, with the stock portion not to exceed
19.5% of the total outstanding Common Shares of the Company on the date of
issuance.
EMPLOYEES
The number of persons employed by the Company at any given time is highly
dependent upon the time of year and availability of seismic data acquisition
projects, and typically ranges from 40 to 300 people. Although the Company does
maintain a core staff of 20 to 30 people who perform a variety of administrative
and management services, the number of additional persons employed is a function
of on-going work.
None of the Company's employees are covered by collective bargaining
agreements. The Company has not experienced any work stoppages and considers its
relations with employees to be good. The Company has employment contracts with
five of its senior corporate executives.
EXECUTIVE OFFICERS
The executive officers of the Company are as follows:
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NAME AGE POSITION
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<S> <C> <C>
Brian W. Kozun..................................... 37 President and Chief Executive Officer
Gregory B. Wiebe................................... 40 Vice President Finance and Chief
Financial Officer
P. Daniel McArthur................................. 36 Chief Operating Officer
James W. Stenhouse................................. 49 Vice President Operations
</TABLE>
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Brian Kozun has been President and Chief Executive Officer of the Company
since April 1992. 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. Mr. Kozun also serves as
President, Chief Executive Officer and a director of each of Boone and
Hydrokinetic Surveys of Canada Ltd. ("Hydrokinetic"), wholly-owned subsidiaries
of the Company. 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 17 years.
Greg Wiebe joined the Company as Chief Financial Officer in August 1994.
Mr. Wiebe also serves as a director of each of Boone and Hydrokinetic. From
September 1991 to July 1994, Mr. Wiebe served as Vice President -- Finance and
Chief Financial Officer of Dion Entertainment Corp., a gaming services
management company. From 1981 to 1991, Mr. Wiebe was a member of KPMG Peat
Marwick Thorne, a public accounting firm, progressing from a staff accountant to
a senior manager during this period. Mr. Wiebe is a chartered accountant.
Dan McArthur has served as Chief Operating Officer 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 in June 1992. From 1981 to
1988, he was employed by Sonics Exploration Ltd., a geophysical company, in
various field management positions, onshore and offshore in Canada, the United
States and the Caribbean.
Jim Stenhouse has served as Vice President -- Operations of the Company
since August 1994. From November 1987 until August 1994, he served as Marketing
Manager and crew supervisor of the Company. From April 1987 until November 1987,
Mr. Stenhouse served as Sales Manager of Vantage Inc. a company specializing in
van conversions and mobility products for the disabled. Mr. Stenhouse served as
both an observer and crew manager at Norcana Geophysical Services Ltd., a
geophysical company, from July 1980 until April 1987.
Compliance With Section 16(a) of the Securities Exchange Act of 1934
To the Company's knowledge, there were no reports required under Section
16(a) of the Securities Exchange Act of 1934 which were not timely filed during
fiscal 1997.
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ITEM 13. EXHIBITS AND REPORTS ON FORM 8-K
(A) EXHIBITS
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3.1 Articles of Incorporation of the Registrant and Certificates
of Amendment thereto(1)
3.2 By-laws of the Registrant, as amended(5)
4.1 Revised Form of Warrant Agreement(1)
4.2 Form of Underwriter's Warrant(1)
10.3 Priorities Agreement between Province of Alberta Treasury
Branches, Roynat Inc., and Registrant, dated July 25,
1995(1)
10.4 Buy-Back Agreement between Opseis Inc., Roynat Inc. and
Registrant, dated July 25, 1995(1)
10.5 Agreement to Assign Life Insurance between Brian Kozun,
Registrant and Roynat Inc. dated July 19, 1995(1)
10.10 1995 Stock Option Plan, as amended(5)
10.11 Employment Agreement between Registrant and Brian Kozun
dated September 14, 1995(1)
10.12 Employment Agreement between Registrant and P. Daniel
McArthur dated July 11, 1994, Clarification and Amendment
Agreement effective as of July 11, 1994, Novation Agreement,
dated June 28,1995 and Waiver letter dated September 8,
1995(1)
10.13 Form of Indemnity Agreement(1)
10.14 Lease between Registrant and BRL Corporation, dated
September 2, 1994(1)
10.16 Representative Agreement between the Registrant and Geotrex,
dated July 1, 1995(1)
10.20 Securities Purchase Agreement dated as of May 31, 1996
between Registrant, Boone Geophysical, Inc. and Lynn
Boone(2)
10.22 Debenture issued to Roynat Inc. by the Registrant dated
December 6, 1996(3)
10.24 Addendum No. 1 to Supplemental Agreement No. 3 between Boone
Geophysical, Inc. and H.S. Resources, Inc. dated March 20,
1997(5)
10.25 Debenture issued to Roynat Inc. by the Registrant dated
April 29, 1997(5)
10.26 (Representative Form of one of three agreements) Conditional
Sale Agreement Venture Seismic Ltd. and Geo-X Systems Ltd.
dated June 19, 1997(6)(8)
10.27 Offer to Finance between Roynat, Inc. and Venture Seismic
Ltd. dated July 16, 1997(6)
10.28(a) Outline of credit between the Registrant and Alberta
Treasury Branches, dated February 12, 1997(7)
10.29 Lease Amendment Agreement between the Registrant and BRL
Corporation dated June 3, 1997(7)
10.30 Waiver letter from Alberta Treasury Branches, dated December
1, 1997(8)
21 Subsidiaries of the Registrant
23.1 Consent of Ernst & Young, Chartered Accountants(7)
23.2 Consent of Meyers Norris Penny & Co., Chartered
Accountants(7)
27 Financial Data Schedule(7)
</TABLE>
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(1) Incorporated by reference from Registrant's Registration Statement
on Form SB-2 (File No. 33-97132) declared effective on November 6,
1995
(2) Incorporated by reference to the Registrant's Form 8-K dated June
12, 1996
(3) Incorporated by reference to the Registrant's Annual Report on Form
10-KSB, as amended for the year ended September 30, 1996.
(4) Incorporated by reference to the Registrant's Quarterly Report on
Form 10-QSB for the quarter ended December 31, 1996
(5) Incorporated by reference to the Registrant's Quarterly Report on
Form 10-QSB for the quarter ended March 31, 1997
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(6) Incorporated by reference to the Registrant's Quarterly Report on
Form 10-QSB for the quarter ended June 30, 1997
(7) Incorporated by reference to the Registrant's Annual Report on Form
10-KSB for the year ended September 30, 1997
(8) Confidential Treatment requested for a portion of this Exhibit
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(B) REPORTS ON FORM 8-K
The Registrant filed two reports on Form 8-K during the period.
1. On November 10, 1997 the Registrant filed a report on Form 8-K with
respect to the redemption by the Company of all of its outstanding
Redeemable Warrants at a redemption price of $0.10 per Warrant, which
redemption was scheduled for December 16, 1997, and subsequently
extended by the Registrant to January 6, 1998.
2. On December 3, 1997 the Registrant filed a report of Form 8-K with
respect to the announcement by the Registrant of the execution of a
letter of intent to acquire 100% of the outstanding shares of
Continental Holdings Ltd. for consideration in cash and stock of
Registrant, with an aggregate value of $14,525,000.
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EXHIBITS
<TABLE>
<CAPTION>
EXHIBIT NUMBER DESCRIPTION
- -------------- -----------
<C> <S>
3.1 Articles of Incorporation of the Registrant and Certificates
of Amendment thereto(1)
3.2 By-laws of the Registrant, as amended(5)
4.1 Revised Form of Warrant Agreement(1)
4.2 Form of Underwriter's Warrant(1)
10.3 Priorities Agreement between Province of Alberta Treasury
Branches, Roynat Inc., and Registrant, dated July 25,
1995(1)
10.4 Buy-Back Agreement between Opseis Inc., Roynat Inc. and
Registrant, dated July 25, 1995(1)
10.5 Agreement to Assign Life Insurance between Brian Kozun,
Registrant and Roynat Inc. dated July 19, 1995(1)
10.10 1995 Stock Option Plan, as amended(5)
10.11 Employment Agreement between Registrant and Brian Kozun
dated September 14, 1995(1)
10.12 Employment Agreement between Registrant and P. Daniel
McArthur dated July 11, 1994, Clarification and Amendment
Agreement effective as of July 11, 1994, Novation Agreement,
dated June 28,1995 and Waiver letter dated September 8,
1995(1)
10.13 Form of Indemnity Agreement(1)
10.14 Lease between Registrant and BRL Corporation, dated
September 2, 1994(1)
10.16 Representative Agreement between the Registrant and Geotrex,
dated July 1, 1995(1)
10.20 Securities Purchase Agreement dated as of May 31, 1996
between Registrant, Boone Geophysical, Inc. and Lynn
Boone(2)
10.22 Debenture issued to Roynat Inc. by the Registrant dated
December 6, 1996(3)
10.24 Addendum No. 1 to Supplemental Agreement No. 3 between Boone
Geophysical, Inc. and H.S. Resources, Inc. dated March 20,
1997(5)
10.25 Debenture issued to Roynat Inc. by the Registrant dated
April 29, 1997(5)
10.26 (Representative Form of one of three agreements) Conditional
Sale Agreement Venture Seismic Ltd. and Geo-X Systems Ltd.
dated June 19, 1997(6)(8)
10.27 Offer to Finance between Roynat, Inc. and Venture Seismic
Ltd. dated July 16, 1997(6)
10.28(a) Outline of credit between the Registrant and Alberta
Treasury Branches, dated February 12, 1997(7)
10.29 Lease Amendment Agreement between the Registrant and BRL
Corporation dated June 3, 1997(7)
10.30 Waiver letter from Alberta Treasury Branches, dated December
1, 1997(8)
21 Subsidiaries of the Registrant
23.1 Consent of Ernst & Young, Chartered Accountants(7)
23.2 Consent of Meyers Norris Penny & Co., Chartered
Accountants(7)
27 Financial Data Schedule(7)
</TABLE>
- ---------------
(1) Incorporated by reference from Registrant's Registration Statement on Form
SB-2 (File No. 33-97132) declared effective on November 6, 1995
(2) Incorporated by reference to the Registrant's Form 8-K dated June 12, 1996
(3) Incorporated by reference to the Registrant's Annual Report on Form 10-KSB,
as amended for the year ended September 30, 1996.
(4) Incorporated by reference to the Registrant's Quarterly Report on Form
10-QSB for the quarter ended December 31, 1996
(5) Incorporated by reference to the Registrant's Quarterly Report on Form
10-QSB for the quarter ended March 31, 1997
<PAGE> 12
(6) Incorporated by reference to the Registrant's Quarterly Report on Form
10-QSB for the quarter ended June 30, 1997
(7) Incorporated by reference to the Registrant's Annual Report on Form 10-KSB
for the year ended September 30, 1997
(8) Confidential Treatment requested for a portion of this Exhibit
<PAGE> 13
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities
Exchange Act of 1934, the Registrant has duly caused the report to be signed on
its behalf by the undersigned, thereunto duly authorized.
Date: May 26, 1998
VENTURE SEISMIC LTD.
/S/ BRIAN KOZUN
By:
Brian Kozun, President
<PAGE> 1
EXHIBIT 21
SUBSIDIARIES OF THE REGISTRANT
<TABLE>
<CAPTION>
JURISDICTION OF
NAME INCORPORATION
---- ---------------
<S> <C>
Boone Geophysical, Inc...................................... Texas
Hydrokinetic Surveys of Canada Ltd.......................... Alberta, Canada
</TABLE>
