<PAGE> 1
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: January 14, 1999
VENTURE SEISMIC LTD.
(Exact name of registrant as specified in charter)
ALBERTA, CANADA 0-27070 N/A
- ---------------------------- ----------- -------------
(State or other jurisdiction (Commission (IRS Employer
of incorporation) File Number) Identification No.)
3110 - 80th Avenue S.E. Calgary, Alberta T2C 1J3
-------------------------------------------------------------
(Address of principal executive offices) (Zip code)
(403) 777-9070
---------------------------------------------------
(Registrant's telephone number including area code)
Not Applicable
-------------------------------------------------------------
(Former name or former address, if changed since last report)
<PAGE> 2
Item 5. Other events
On January 14, 1999, Venture Seismic Ltd. ("Venture") announced a delay
in the filing with the Securities and Exchange Commission ("SEC") of its Annual
Report on Form 10-KSB for its fiscal year ended September 30, 1998. As a result
of the filing of Form 12(b)-25, the Form 10-KSB was due on January 13, 1999. The
delay in filing is due to the Company's inability to finalize its consolidated
financial statements, and related disclosure in the Form 10-KSB, due to
significant uncertainties regarding the outcome of the seizure of the Pacific
Titan by Western Geophysical as previously announced, and its potential impact
on the Company's material agreements.
Reference is made to Venture's press release dated January 14, 1999,
which is attached hereto as Exhibit 99.1 and incorporated by reference herein.
On January 14, 1999, Venture received written notice from the Nasdaq
National Stock Market ("Nasdaq") that its securities will be delisted, effective
with the opening of business on January 22, 1999, unless Venture files with the
SEC and Nasdaq its Form 10-KSB, and the filing demonstrates compliance with all
Nasdaq continued listing requirements.
Item 7. Financial Statements and Exhibits
(c) Exhibits
99.1 Press release dated January 14, 1999
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
-------------------------------
Brian W. Kozun
President and Chief Executive Officer
Dated: January 15, 1999
<PAGE> 1
EXHIBIT 99.1
VENTURE SEISMIC ANNOUNCES FORM 10-KSB FILING DELAY
CALGARY, ALBERTA, JANUARY 14, 1999 - VENTURE SEISMIC LTD. (NASDAQ NMS: VSEIF)
announced today a delay in the filing with the Securities and Exchange
Commission ("SEC") of its Annual Report on Form 10-KSB for its fiscal year ended
September 30, 1998. As a result of the filing of Form 12(b)-25, the Form 10-KSB
was due on January 13, 1999. The Company is engaged in ongoing discussions with
Western Geophysical, a division of Baker Hughes, regarding the previously
announced seizure of the Pacific Titan and the related litigation with
Continental Holdings Ltd., a wholly owned subsidiary of Venture. Continental was
performing the start-up of a one year 3D seismic survey for Western Geophysical
when the seizure occurred. The delay in filing is due to the Company's inability
to finalize its consolidated financial statements, and related disclosure in the
Form 10-KSB, due to significant uncertainties regarding the outcome of the
vessel seizure and its potential impact on the Company's material agreements. In
addition to discussions with Western Geophysical, the Company is evaluating the
feasibility of a number of potential contractual, legal, operational and
financial alternatives to address the effects of the seizure and litigation. The
Company is unable to determine whether discussions with Western Geophysical will
result in a timely or favorable resolution of the dispute between the parties.
VENTURE SEISMIC LTD. is traded on the Nasdaq National Market and is engaged
primarily in the acquisition of land, wetlands and marine seismic data for use
in the exploration for and development and field management of oil and gas
reserves. The Company acquires seismic data on possible oil and gas reserves for
its customers, which range from junior exploration companies to fully-integrated
multi-national corporations. Venture's wholly-owned subsidiaries include
Continental Holdings Ltd., an Alberta based company engaged in the acquisition
of marine seismic data, Boone Geophysical, Inc., a Texas based company engaged
in the acquisition of land and wetlands seismic data in the Southern United
States, and Hydrokinetic Surveys of Canada Inc., a company based in Western
Canada which provides shallow marine airgun and survey services.
This news release contains certain forward-looking statements within the meaning
of section 27A of the Securities Act of 1933 and Section 21E of the Securities
Exchange Act of 1934. These statements involve risks and uncertainties as
detailed from time to time in Venture's SEC filings under the heading "Risk
Factors" and elsewhere, including, but not limited to: the outcome of the
discussions and litigation with Western Geophysical, the ability to regain the
possession of the Pacific Titan, the capital intensive nature of the Company's
business, its need for additional funds for operations and debt service
requirements, its ability to perform under existing contracts, seasonal
fluctuations in operating results, dependence upon principal customers, activity
in the oil and gas industry, risks associated with international operations and
regulatory, competitive and contractual risks.
FOR FURTHER INFORMATION CONTACT:
Mr. Brian Kozun, President & CEO
Mr. Greg Wiebe, Chief Financial Officer
Venture Seismic Ltd.
(403) 777-9070
