<PAGE>
AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON MAY 17, 1996
REGISTRATION NO. 333-____
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
------------------------
FORM S-1
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
GEOSCIENCE CORPORATION
(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
3829
(PRIMARY STANDARD INDUSTRIAL
CLASSIFICATION CODE NUMBER)
NEVADA 76-0497775
(STATE OR OTHER JURISDICTION OF (I.R.S. EMPLOYER
INCORPORATION OR ORGANIZATION) IDENTIFICATION NO.)
10500 WESTOFFICE DRIVE RICHARD F. MILES
SUITE 200 PRESIDENT
HOUSTON, TEXAS 77042-5391 10500 WESTOFFICE DRIVE
(713) 785-7790 SUITE 200
(ADDRESS, INCLUDING ZIP CODE, AND HOUSTON, TEXAS 77042-5391
TELEPHONE NUMBER, (713) 785-7790
INCLUDING AREA CODE, OF REGISTRANT'S (NAME, ADDRESS, INCLUDING ZIP CODE,
PRINCIPAL EXECUTIVE OFFICES) AND TELEPHONE NUMBER, INCLUDING
AREA CODE, OF AGENT FOR SERVICE)
------------------------
COPIES TO:
J. RANKIN TIPPINS
VICE PRESIDENT, GENERAL COUNSEL
THOMAS P. MASON AND SECRETARY T. MARK KELLY
ANDREWS & KURTH L.L.P. GEOSCIENCE CORPORATION VINSON & ELKINS L.L.P.
4200 TEXAS COMMERCE TOWER 10500 WESTOFFICE DRIVE 1001 FANNIN STREET
600 TRAVIS SUITE 200 SUITE 2300
HOUSTON, TEXAS 77002 HOUSTON, TEXAS 77042-5391 HOUSTON, TEXAS 77002-6760
(713) 220-4200 (713) 785-7790 (713) 758-2222
APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO THE PUBLIC: As soon as
practicable after the effective date of this Registration Statement.
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If any of the securities being registered on this Form are being offered on
a delayed or continuous basis pursuant to Rule 415 of the Securities Act of
1933, check the following box. [ ]
If this Form is filed to register additional securities for an offering
pursuant to Rule 462(b) under the Securities Act, please check the following box
and list the Securities Act registration statement number of the earlier
effective registration statement for the same offering. [X] 333-2986
If this Form is a post-effective amendment filed pursuant to Rule 462(c)
under the Securities Act, check the following box and list the Securities Act
registration statement number of the earlier effective registration statement
for the same offering. [ ]
If delivery of the prospectus is expected to be made pursuant to Rule 434,
please check the following box. [ ]
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<TABLE>
<CAPTION>
CALCULATION OF ADDITIONAL REGISTRATION FEE
------------------------------------------
Proposed Proposed
Title of Each Amount Maximum Maximum
Class of Securities to be Offering Price Aggregate Amount of
to be Registered Registered(1) Per Share(2) Offering Price(2) Registration Fee
- ---------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Common Stock,
par value $0.01
per share ........ 297,600(2) $17.00 $5,059,200 $1,745
</TABLE>
_____________
(1) Calculated pursuant to Rule 457.
(2) Amount represents an increase in the offering size from 2,300,000 shares to
2,597,600 shares of which 2,300,000 were previously registered.
------------------------
<PAGE>
EXPLANATORY NOTE
This Registration Statement is being filed pursuant to Rule 462(b)
under the Securities Act of 1933, as amended. The contents of the Registration
Statement on Form S-1 (Registration No. 333-2986) filed by GeoScience
Corporation (the "Company") with the Securities and Exchange Commission on March
29, 1996, as amended by Amendment No. 1 thereto filed on May 2, 1996 and
Amendment No. 2 thereto filed on May 10, 1996, which was declared effective on
May 16, 1996, are incorporated herein by reference.
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as amended,
the registrant has duly caused this Registration Statement to be signed on its
behalf by the undersigned, thereunto duly authorized, in the City of Houston,
State of Texas, on the 16th day of May, 1996.
GEOSCIENCE CORPORATION
By: /s/ Wendell W. Gamel
Wendell W. Gamel
Chairman of the Board
Pursuant to the requirements of the Securities Act of 1933, this
registration statement has been signed below by the following persons in the
capacities indicated and on the 16th day of May, 1996.
SIGNATURE TITLE
--------- -----
/s/ Wendell W. Gamel Chairman of the Board of Directors
Wendell W. Gamel
/s/ Richard F. Miles President and Director
Richard F. Miles (principal executive officer)
/s/ Ray F. Thompson Vice President, Chief Financial Officer and
Ray F. Thompson Director (principal financial and
accounting officer)
/s/ J. Rankin Tippins Vice President, General Counsel, Secretary
J. Rankin Tippins and Director
/s/ W.L. Creech Director
W.L. Creech
/s/ Michael C. Forrest Director
Michael C. Forrest
/s/ Christopher C. Kraft, Jr.
Christopher C. Kraft, Jr. Director
<PAGE>
INDEX TO EXHIBITS
Exhibit
Number Description of Exhibits
1.1* - Form of Underwriting Agreement
1.2 - Certificate of Registrant as to payment of additional registration fee
5.1 - Opinion of Andrews & Kurth L.L.P.
23.1 - Consent of Independent Accountants
23.2 - Consent of Independent Accountants
23.3 - Consent of Andrews & Kurth L.L.P. (included in Exhibit 5.1)
____________
* Incorporated by reference to the Registrant's Registration Statement on
Form S-1, as amended (Registration Statement No. 333-2986).
CERTIFICATE OF
GEOSCIENCE CORPORATION
AS TO PAYMENT OF ADDITIONAL REGISTRATION FEE
GeoScience Corporation (the "Registrant") hereby certifies to the
Securities and Exchange Commission that on May 17, 1996:
(i) The Registrant has instructed its bank to wire to the Securities and
Exchange Commission's bank account (No. 910-8739) at The Mellon Bank in
Pittsburgh, Pennsylvania the requisite filing fee of $1,745 in
connection with this Registration Statement pursuant to Rule 462(b)
filed on May 17, 1996;
(ii) The Registrant will not revoke such instructions;
(iii) The Registrant has sufficient funds in the account in which the wire
transfer will originate to cover the amount of the filing fee.
The Registrant hereby undertakes to confirm on May 17, 1996 that its
bank has received such instructions.
GEOSCIENCE CORPORATION
By: /s/ J. RANKIN TIPPINS
J. Rankin Tippins
Vice President, General
Counsel and Secretary
<PAGE>
Exhibit 5.1
Andrews & Kurth L.L.P.
4200 Texas Commerce Tower
Houston, Texas 77002
May 17, 1996
GeoScience Corporation
10500 Westoffice Drive, Suite 200
Houston, Texas 77042-5391
Gentlemen:
We have acted as counsel for GeoScience Corporation, a Nevada
corporation (the "Company"), in connection with the Company's Registration
Statement on Form S-1 pursuant to Rule 462(b) (the "Registration Statement")
relating to the registration under the Securities Act of 1933, as amended, of
the offering and sale of up to an aggregate of 297,600 additional shares (the
"Shares") of common stock, $.01 par value per share (the "Common Stock").
As the basis for the opinion hereinafter expressed, we have
examined such statutes, regulations, corporate records and documents,
certificates of corporate and public officials, and other instruments as we have
deemed necessary or advisable for the purposes of this opinion. In such
examination we have assumed the authenticity of all documents submitted to us as
originals and the conformity with the original documents of all documents
submitted to us as copies.
Based on the foregoing and on such legal considerations as we
deem relevant, we are of the opinion that:
1. The Shares to be issued and sold by the Company, when
issued and paid for as described in the Registration
Statement, will be validly issued, fully paid and
non-assessable.
We express no opinion other than as to laws of the United
States and the laws of the State of Texas. With respect to matters of Nevada
law, we have relied upon the opinion, dated May 17, 1996, of Kummer Kaempfer
Bonner & Renshaw.
<PAGE>
We hereby consent to the filing of this opinion as an exhibit
to the Registration Statement and to the reference to this firm under the
heading "Legal Matters" in the Prospectus without admitting that we are
"experts" under the Securities Act of 1933, as amended, or the rules and
regulations of the Commission issued thereunder, with respect to any part of the
Registration Statement, including this exhibit.
This opinion is rendered solely for your benefit in connection
with the above matter and may not be relied upon in any manner by any other
person or entity without our express written consent.
Very truly yours,
/S/ ANDREWS & KURTH L.L.P.
<PAGE>
KUMMER KAEMPFER BONNER & RENSHAW
May 17, 1996
GeoScience Corporation
10500 Westoffice Drive
Suite 200
Houston, TX 77042-5391
Ladies and Gentlemen:
We have acted as special Nevada counsel for GeoScience Corporation, a
Nevada corporation (the "Company") in connection with the Company's Registration
Statement on Form S-1 pursuant to Rule 462(b) (the "Registration Statement")
relating to the registration under the Securities Act of 1933, as amended, of
the offering and sale of up to an aggregate of 297,600 additional shares
(the "Shares") of common stock, $.01 par value per share (the "Common Stock").
As the basis for the opinion hereinafter expressed, we have examined
the following documents:
1. The Articles of Incorporation of the Company;
2. The Bylaws of the Company;
3. Action By Unanimous Written Consent In Lieu of the
Organizational Meeting of the Board of Directors of the
Company dated effective as of March 28, 1996;
4. Written Consent of the Board of Directors of the Company
effective March 28, 1996;
5. Action By Unanimous Written Consent In Lieu of Meeting of the
Board of Directors authorizing the issuance and sale of the
Shares of Common Stock, and approving the Registration
Statement with respect thereto dated effective April 30, 1996;
<PAGE>
6. Action By Unanimous Written Consent In Lieu of Meeting of the
Board of Directors authorizing the issuance and sale of the
Shares of Common Stock, and approving the Registration
Statement with respect thereto, dated effective May 15, 1996;
7. Resolutions of the Offering Committee of the Board of
Directors of GeoScience Corporation dated effective May 16,
1996.
8. The Registration Statement.
In our examinations, we have assumed the genuineness of all signatures,
the legal capacity of natural persons, the authenticity of all documents
submitted to us as originals, and the conformity to original documents of all
documents submitted to us as certified or photostatic copies, and the
authenticity of the originals of such certified or copied documents. We have
relied upon advice from certain public officials and state authorities. We have
not independently checked or verified any of the statements made in the
Registration Statement.
We are admitted to the Bar of the State of Nevada, and in rendering our
opinion hereinafter stated, we have relied upon the applicable laws of the State
of Nevada, as those laws presently exist, and as interpreted by courts having
jurisdiction in the State of Nevada. We are not members of the Bar of any other
state than the State of Nevada, and, therefore, we express no opinion to the
laws of any other jurisdiction.
Based upon the foregoing and in reliance thereon and subject to the
assumptions, qualifications, exceptions and limitations set forth herein, we are
of the opinion that:
1. The Shares to be issued and sold by the Company will, when issued
and paid for as described in the Registration Statement, be validly issued,
fully paid and non-assessable.
These opinions are effective as of the date hereof. No extensions of
our opinion may be made by implication or otherwise. We express no opinion other
than as herein expressly set forth. This opinion is solely for your use in
connection with the transaction stated above, and except as set forth below, is
not to be otherwise quoted in whole or in part without the express written
consent of this firm. We hereby consent to the use of this opinion as an exhibit
to the Registration Statement and the reference to our firm under the caption
"Legal Matters" therein. This opinion may be relied upon by your outside general
counsel, Andrews & Kurth L.L.P.
Sincerely,
/s/ KUMMER KAEMPFER BONNER & RENSHAW
EXHIBIT 23.1
CONSENT OF INDEPENDENT ACCOUNTANTS
We hereby consent to the incorporation by reference in this registration
statement on Form S-1, of our report dated March 20, 1996, relating to the
combined financial statements of GeoScience Corporation and affiliated entities,
which appears in the Company's registration statement on Form S-1, as amended
(No. 333-2986)(the Registration Statement). We also consent to the application
of such report to the Financial Statement Schedule for the three years ended
December 31, 1995 listed under Item 16(b) of the Registration Statement when
such schedule is read in conjunction with the financial statements referred to
in our report. The audits referred to in such report also included the schedule.
We also consent to the references to us under the heading "Experts" in such
Registration Statement.
PRICE WATERHOUSE LLP
Houston, Texas
May 17, 1996
EXHIBIT 23.2
CONSENT OF INDEPENDENT ACCOUNTANTS
We hereby consent to the incorporation by reference in this Registration
Statement on Form S-1 of our report dated April 25, 1996 related to the balance
sheet of GeoScience Corporation, which appears in the Company's Registration
Statement on Form S-1, as amended (No. 333-2986).
PRICE WATERHOUSE LLP
Houston, Texas
May 17, 1996
