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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: January 15, 1999
VENTURE SEISMIC LTD.
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(Exact name of registrant as specified in charter)
ALBERTA, CANADA 0-27070 N/A
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(State or other jurisdiction (Commission (IRS Employer
of incorporation) File Number) 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 January 18, 1999, Venture Seismic Ltd. ("Venture") announced that
discussions with Western Geophysical ("Western") regarding the previously
announced seizure of the M/V Pacific Titan and related litigation with
Continental Holdings Ltd. ("Continental"), a wholly owned subsidiary of Venture,
have been terminated. On January 15, 1999, Continental filed in the United
States District Court, Southern District of Alabama, Southern Division: (i) an
answer denying Western's allegations, (ii) a counterclaim against Western
claiming, among other things, Western's actions constitute a breach of contract
and wrongful seizure of the M/V Pacific Titan, and have requested the court
award Continental actual damages in excess of $20 million, as well as
consequential and exemplary damages resulting from Western's actions, and costs
of the counterclaim, and (iii) a motion to stay the federal court proceedings
and compel arbitration in accordance with the terms of the contract between
Western and Continental.
Item 6. Resignations of Registrant's Directors
Venture also announced it had received written resignations dated January 15
and 16, 1999, from four of Venture's six directors; Michael Beninger, J. Joseph
Ciavarra, Jr., Stuart Norman, and Leslie J. Stinn, submitting their resignations
effective immediately. On Friday, January 15, 1999, all of the directors and
officers of Continental also resigned, except for Roy Self, Vice President of
Continental.
Reference is made to Venture's press release dated January 18, 1999, and to
resignation letters from the directors of Venture mentioned above, which are
attached hereto as Exhibits 99.1 and 10.38 through 10.41, respectively, and
incorporated by reference herein.
Item 7. Financial Statements and Exhibits
(c) Exhibits
10.38 Letter of resignation as director of Venture Seismic Ltd. from
Michael Beninger dated January 15, 1999.
10.39 Letter of resignation as director of Venture Seismic Ltd. from
J. Joseph Ciavarra, Jr. dated January 16, 1999.
10.40 Letter of resignation as director of Venture Seismic Ltd. from
Stuart Norman dated January 15, 1999.
10.41 Letter of resignation as director of Venture Seismic Ltd. from Les
Stinn dated January 15, 1999.
99.1 Press release dated January 18, 1999
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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.
By: /s/ BRIAN W. KOZUN
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Brian W. Kozun
President and Chief Executive Officer
Dated: January 18, 1999
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Exhibit 10.38
January 15, 1999 By fax: 266-6016
Venture Seismic Ltd.
C/O Burstall Ward
Barristers and Solicitors
Calgary, Alberta
Attn: Scott Sangster
RE: DIRECTORSHIP
I hereby resign as a director of Venture Seismic Ltd., effective immediately.
Yours truly,
/s/ Michael Beninger
Michael Beninger
cc. Venture Seismic Ltd.
By fax: 777-9080
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Exhibit 10.39
January 16, 1999
Via Facsimile
Mr. Scott Sangster
Burstall Ward
3100, 324-8th Ave. SW
Calgary, Alberta
T2P 2Z2
Re: Venture Seismic Ltd.
Dear Mr. Sangster:
I J. Joseph Ciavarra, Jr. hereby resign as a director of Venture Seismic Ltd.
effective immediately.
Respectfully yours,
/s/ J. Joseph Ciavarra, Jr.
J. Joseph Ciavarra, Jr.
Cc: Venture Seismic Ltd.
3110-80 Avenue SE
Calgary, Alberta T2C 1J3
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Exhibit 10.40
Stuart Norman
2503-Box #
Poulsbo Wash.
98370
January 15, 1999
Venture Siesmic
3110 80th Ave SE
Calgary Alberta
Attention - Bryan Kozan - President
As of today I officially resign as Director from Venture Siesmics Board.
Sincerely,
/s/ Stuart Norman
c.c. Scott Sangster
Burstall Ward
Calgary Alberta
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Exhibit 10.41
January 15, 1999
To: Venture Seismic Ltd.
3110 - 80th Avenue S.E.,
Calgary, Alberta T2C 1J3
Brian Kozun, CEO Venture Seismic Ltd.
Board of Directors, Venture Seismic Ltd.
Please accept this letter as my formal notification to resign as a Board of
Director for Venture Seismic Ltd. effective as of January 15, 1999.
Regards,
/s/L. Stinn
Leslie Stinn
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Exhibit 99.1
VENTURE SEISMIC DISCLOSES END OF DISCUSSIONS ON CONTRACT DISPUTE,
FILING OF COUNTERSUIT AND DIRECTORS' RESIGNATIONS
CALGARY, ALBERTA, JANUARY 18, 1999 - VENTURE SEISMIC LTD. (NASDAQ NMS: VSEFE)
announced today that discussions with Western Geophysical ("Western") regarding
the previously announced seizure of the M/V Pacific Titan and related litigation
with Continental Holdings Ltd. ("Continental"), a wholly owned subsidiary of
Venture, have been terminated. On January 15, 1999, Continental filed in the
United States District Court, Southern District of Alabama, Southern Division:
(i) an answer denying Western's allegations, (ii) a counterclaim against Western
claiming, among other things, Western's actions constitute a breach of contract
and wrongful seizure of the M/V Pacific Titan, and have requested the court
award Continental actual damages in excess of $20 million, as well as
consequential and exemplary damages resulting from Western's actions, and costs
of the counterclaim, and (iii) a motion to stay the federal court proceedings
and compel arbitration in accordance with the terms of the contract between
Western and Continental.
Venture also announced that four of Venture's six directors: Michael Beninger,
Joseph Ciavarra, Stuart Norman and Les Stinn, have resigned effective
immediately. Venture's remaining directors include Brian Kozun and Dan McArthur,
both officers of the Company. On Friday January 15, 1999 all of the directors
and officers of Continental also resigned, except for Roy Self, Vice President
of Continental.
The Company is exploring and discussing with its legal counsel, without
limitation, a number of potential alternatives at Venture and its subsidiary
companies to address its difficulties, including: filing for creditor protection
under applicable insolvency legislation, the sale of assets, renegotiating
existing financing, streamlining operations to reduce expenses and focus
resources, renegotiating existing contracts, or securing additional contracts.
The Company is unable to predict whether or when it will develop a plan to
address its current difficulties. There can be no assurance that the Company
will be able to timely or successfully resolve any of its legal, financial or
operational issues facing the Company, the inability of which would materially
adversely affect the Company.
VENTURE SEISMIC LTD. is traded on the Nasdaq National Market ("Nasdaq") 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 ability of the
Company to timely and successfully resolve its operational, legal and financial
difficulties, the outcome of litigation with Western, the ability to regain the
possession of the Pacific Titan, the possible delisting of the Company's
securities from Nasdaq, the ability of the Company to file its Form 10-KSB with
the SEC, 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 ON VENTURE SEISMIC LTD., CONTACT:
Mr. Brian Kozun, President & CEO
Mr. Greg Wiebe, Chief Financial Officer
Venture Seismic Ltd. - (403) 777-9070
