As filed with the Securities and
Exchange Commission on October 23, 1996 Registration No. 333-
- --------------------------------------------------------------------------------
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
GEOSCIENCE CORPORATION
(Exact name of registrant as specified in its charter)
Nevada 76-0497775
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
10500 Westoffice Drive, Suite 200
Houston, Texas 77042-5391
(Address, including zip code, of Principal Executive Offices)
GEOSCIENCE CORPORATION
1996 EQUITY INCENTIVE PLAN
(Full title of the plan)
J. Rankin Tippins
Vice President, General Counsel and Secretary
GeoScience Corporation
10500 Westoffice Drive, Suite 200
Houston, Texas 77042-5391
(713) 785-7790
(Name, address, including zip code, and telephone number,
including area code, of agent for service)
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copy to:
Thomas P. Mason
Andrews & Kurth L.L.P.
4200 Texas Commerce Tower
600 Travis
Houston, Texas 77002
(713) 220-4200
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CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
==========================================================================================================================
Proposed
Proposed Maximum
Amount Maximum Aggregate Amount of
to be Offering Price Offering Registration
Title of Securities to be Registered (1) registered Per Share (2) Price (2) Fee
---------------------------------------- --------------- ------------------ --------------- ------------------
<S> <C> <C> <C> <C>
Common Stock, $0.01 per share 1,500,000 $10.9375 $16,406,250 $4,952
=============================================== =============== ================== ================ ==================
</TABLE>
(1) In addition, pursuant to Rule 416(c) under the Securities Act of 1933, this
registration statement also covers an indeterminate amount of interests to
be offered or sold pursuant to the employee benefit plan described herein.
(2) Estimated solely for the purpose of calculating the registration fee
pursuant to Rule 457(h), based upon the average of the high and low prices
per Common Unit for October 17, 1996 on the New York Stock Exchange as
reported in The Wall Street Journal on October 18, 1996.
<PAGE>
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE.
GeoScience Corporation (the "Company") hereby incorporates by
reference the following documents listed below. In addition, all documents
subsequently filed by the Company pursuant to Sections 13(a), 13(c), 14 and
15(d) of the Securities and Exchange Act of 1934 (the "Exchange Act") (prior to
the filing of a post-effective amendment which indicates that all the securities
offered have been sold or which deregisters all securities then remaining
unsold) shall be deemed to be incorporated by reference in this Registration
Statement and to be a part thereof from the date of filing of such documents.
(a) The Company's prospectus filed pursuant to 424(b) under the
Securities Act of 1933, as amended (the "Securities Act") contained in the
Registration Statement on Form S-1 (Reg. No. 333-2986) filed with the Securities
and Exchange Commission (the "Commission") on March 25, 1996.
(b) The Company's quarterly report on Form 10-Q for the period ended
June 30, 1996.
(c) The description of the Common Stock (the "Common Stock") contained
in the Company's Registration Statement on Form 8-A (No. 0-28422) which was
filed with the Commission on May 2, 1996 pursuant to Section 12 of the Exchange
Act, as amended by Amendment No. 1 on the Form 8-A/A filed on May 10, 1996.
ITEM 4. DESCRIPTION OF SECURITIES.
The information required by Item 4 is not applicable to this
Registration Statement since the class of securities to be offered is registered
under Section 12 of the Exchange Act.
ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL.
The information required by Item 5 is not applicable to this
Registration Statement.
ITEM 6. INDEMNIFICATION OF OFFICERS AND DIRECTORS.
Nevada's Private Corporation Law (the "NPCL") provides that a
corporation may indemnify any person who was or is a party or is threatened to
be made a party, by reason of the fact that such person was an officer or
director of such corporation, or is or was serving at the request of such
corporation as a director, officer, employee or agent of another corporation,
partnership, joint venture, trust or other enterprise, to (x) any action or suit
by or in the right of the corporation against expenses, including amounts paid
in settlement and attorneys' fees, actually and reasonably incurred, in
connection with the defense or settlement believed to be in, or not opposed to,
the best interests of the corporation, except that indemnification may not be
made for any claim, issue or matter as to which such a person has been adjudged
by a court of competent jurisdiction to be liable to the corporation or for
amounts paid in settlement to the corporation and (y) any other action or suit
or proceeding against expenses, including attorneys' fees, judgments, fines and
amounts paid in settlement, actually and reasonably incurred, if he or she acted
in good faith and in a manner which he or she reasonably believed to be in, or
not opposed to, reasonable cause to believe his or her conduct was unlawful. To
the extent that a director, officer, employee or agent has been "successful on
the merits or otherwise" the corporation must indemnify such person. The
articles of incorporation or bylaws may provide that the expenses of officers
and directors incurred in defending any such action must be paid as incurred and
in advance of the final disposition of such action. The NPCL also permits the
Company to purchase and maintain insurance on behalf of the Company's directors
and officers against any liability arising out of their status as such, whether
or not the Company would have the power to indemnify him against such liability.
These provisions may be sufficiently broad to indemnify such persons for
liabilities arising under the Securities Act.
The Company's Articles of Incorporation ("Articles") and Bylaws
provide that the Company shall, to the fullest extent not prohibited by
applicable law, indemnify any director or officer of the Company in connection
with certain actions, suits or proceedings, against expenses, including
attorneys' fees, judgments, fines and amounts paid in settlement actually and
reasonably incurred. The Company is also required to pay any expenses incurred
by a director
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<PAGE>
or officer in defending such an action, in advance of the final disposition of
such action. The Company's Articles and Bylaws further provide that, by
resolution of the Board of Directors, such benefits may be extended to
employees, agents or other representatives of the Company. In addition, the
Company's Articles and Bylaws provide that all rights to indemnification and
advancement of expenses are deemed to arise out of a contract between the
Company and each person to be indemnified which may be evidenced by a separate
contract between the Company and each such person.
The NPCL provides that a corporation's articles of incorporation may
contain a provision which eliminates or limits the personal liability of a
director or officer to the corporation or its stockholders for damages for
breach of fiduciary duty as a director or officer, provided that such a
provision must not eliminate or limit the liability of a director or officer
for: (a) acts or omissions which involve intentional misconduct, fraud or a
knowing violation of law; or (b) the payment of illegal distributions. The
Company's Articles include a provision eliminating the personal liability of
directors for breach of fiduciary duty except that such provision will not
eliminate or limit any liability which may not be so eliminated or limited under
applicable law.
The Company's Bylaws provide that the Company may maintain insurance,
at its expense, to protect itself and any of its directors, officers, employees
or agents or any person serving at the request of the Company as a director,
officer, employee or agent of another corporation, partnership, joint venture,
trust or other enterprise, against any expense, liability or loss, whether or
not the Company would have the power to indemnify such person against such
expense, liability or loss under the NPCL.
Insofar as indemnification for liabilities arising under the
Securities Act may be permitted to directors, officers or persons controlling
the Company pursuant to the foregoing provisions, the Company has been informed
that in the opinion of the Commission such indemnification is against public
policy as expressed in the Securities Act and is therefore unenforceable.
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED.
The information required by Item 7 is not applicable to this
Registration Statement.
ITEM 8. EXHIBITS.
Exhibit
Number Description
4.1+ Articles of Incorporation (incorporated by reference to
Exhibit 3.1 to the Company's Form S-1 (No. 333-2986)).
4.2+ Bylaws (incorporated by reference to Exhibit 3.2 to the
Company's Form S-1 (No. 333-2986)).
4.3+ GeoScience Corporation 1996 Equity Incentive Plan
incorporated by reference to Exhibit 10.1 to the
Company's Form S-1 (No. 333-2986)).
5.1 Opinion of Andrews & Kurth L.L.P.
23.1 Consent of Andrews & Kurth L.L.P. (included in Exhibit 5.1).
23.2 Consent of Price Waterhouse LLP
24.1 Power of Attorney (included in signature page).
- --------------------
+ Incorporated herein by reference.
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<PAGE>
ITEM 9. UNDERTAKINGS
(a) The undersigned registrant hereby undertakes:
(1) To file, during any period in which offers or sales are
being made, a post-effective amendment to this registration statement:
(i) To include any prospectus required by Section 10
(a)(3) of the Securities Act of 1933;
(ii) To reflect in the prospectus any facts or events
arising after the effective date of the Registration Statement
(or the most recent post-effective amendment thereof) which,
individually or in the aggregate, represent a fundamental
change in the information set forth in this Registration
Statement;
(iii) To include any material information with
respect to the plan of distribution not previously disclosed
in the Registration Statement or any material change to such
information in this Registration Statement;
Provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii)
above do not apply if the information required to be included
in a post-effective amendment by those paragraphs is contained
in periodic reports filed by the Company pursuant to Section
13 or Section 15(d) of the Securities Exchange Act of 1934
that are incorporated by reference in the Registration
Statement.
(2) That, for the purpose of determining any liability under
the Securities Act of 1933, each such post-effective amendment shall be
deemed to be a new registration statement relating to the securities
offered therein, and the offering of such securities at that time shall
be deemed to be the initial bona fide offering thereof.
(3) To remove from registration by means of a post-effective
amendment any of the securities being registered which remain unsold at
the termination of the offering.
(b) The undersigned registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act of 1933, each filing of the
Company's annual report pursuant to Section 13(a) or 15(d) of the Securities
Exchange Act of 1934 that is incorporated by reference in this Registration
Statement shall be deemed to be a new registration statement relating to the
securities offered therein, and the offering of such securities at that time
shall be deemed to be the initial bona fide offering thereof.
(c) Insofar as indemnification for liabilities arising under the
Securities Act of 1933 may be permitted to directors, officers and controlling
persons of the Company pursuant to the foregoing provisions, or otherwise, the
Company has been advised that in the opinion of the Securities and Exchange
Commission such indemnification is against public policy as expressed in the Act
and is, therefore, unenforceable. In the event that a claim for indemnification
against such liabilities (other than the payment by the Company of expenses
incurred or paid by a director, officer or controlling person of the Company in
the successful defense of any action, suit or proceeding) is asserted by such
director, officer or controlling person in connection with the securities being
registered, the Company will, unless in the opinion of its counsel the matter
has been settled by controlling precedent, submit to a court of appropriate
jurisdiction the question whether such indemnification by it is against public
policy as expressed in the Act and will be governed by the final adjudication of
such issue.
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<PAGE>
SIGNATURES
The Registrant. Pursuant to the requirements of the Securities Act of
1933, registrant certifies that it has reasonable grounds to believe that it
meets all of the requirements for filing on Form S-8 and 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 23rd
day of October, 1996.
GEOSCIENCE CORPORATION
By: /s/ Richard F. Miles
Richard F. Miles,
President
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that each of the undersigned officers
and directors of GeoScience Corporation (the "Company"), hereby constitutes
and appoints Wendell W. Gamel and J. Rankin Tippins, or either of them (with
full power to each of them to act alone), his true and lawful attorney-in-fact
and agent, with full power of substitution, for him and on his behalf and in
his name, place and stead, in any and all capacities, to sign, execute and
file this Registration Statement under the Securities Act of 1933, as amended,
and any or all amendments (including, without limitation, post-effective
amendments), with all exhibits and any and all documents required to be filed
with respect thereto, with the Securities and Exchange Commission or any
regulatory authority, granting unto such attorneys-in-fact and agents, and
each of them, full power and authority to do and perform each and every act
and thing requisite and necessary to be done in and about the premises in
order to effectuate the same, as fully to all intents and purposes as he
himself might or could do, if personally present, hereby ratifying and
confirming all that said attorneys-in-fact and agents, or any of them, or
their substitute or substitutes, may lawfully do or cause to be done.
Pursuant to the requirements of the Securities Act of 1933, this
registration statement has been signed by the following persons in the
capacities and on the dates indicated.
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<CAPTION>
Signature Title Date
<S> <C> <C>
/s/ Wendell W. Gamel Chairman of the Board of Directors October 16, 1996
--------------------------------------
Wendell W. Gamel
/s/ Richard F. Miles President (principal executive October 16, 1996
-------------------------------------- officer) and Director
Richard F. Miles
/s/ Ray F. Thompson Vice President, Chief Financial October 16, 1996
-------------------------------------- Officer (principal financial and
Ray F. Thompson accounting officer) and Director
/s/ J. Rankin Tippins Vice President, General Counsel, October 16, 1996
-------------------------------------- Secretary and Director
J. Rankin Tippins
/s/ W. L. Creech Director October 16 , 1996
--------------------------------------
W. L. Creech
/s/ Michael C. Forrest Director October 16, 1996
--------------------------------------
Michael C. Forrest
/s/ Christopher C. Kraft, Jr. Director October 16, 1996
--------------------------------------
Christopher C. Kraft, Jr.
</TABLE>
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<PAGE>
<TABLE>
<S> <C> <C>
/s/ Edward R. Prince, Jr. Director October 16, 1996
--------------------------------------
Edward R. Prince, Jr.
</TABLE>
SIGNATURES
The Plan. Pursuant to the requirements of the Securities Act of 1933,
the Compensation Committee (which administers the subject plan) 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 October 16, 1996.
GeoScience Corporation
1996 Equity Incentive Plan
By: /s/ W. L. Creech
-----------------------------------
W. L. Creech
Chairman, Compensation Committee
<PAGE>
EXHIBIT INDEX
Exhibit
Number
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4.1+ Articles of Incorporation (incorporated by reference to Exhibit 3.1
to the Company's Form S-1 (No. 333-2986)).
4.2+ Bylaws (incorporated by reference to Exhibit 3.2 to the Company's
Form S-1 (No. 333-2986)).
4.3+ GeoScience Corporation 1996 Equity Incentive Plan (incorporated by
reference to Exhibit 10.1 to the Company's Form S-1 (No. 333-2986)).
5.1 Opinion of Andrews & Kurth L.L.P.
23.1 Consent of Andrews & Kurth L.L.P. (included in Exhibit 5.1).
23.2 Consent of Price Waterhouse LLP
24.1 Power of Attorney (included in signature page).
-------------------------------
+ Incorporated herein by reference.
Exhibit 5.1
[Andrews & Kurth Letterhead]
October 23, 1996
Board of Directors
GeoScience Corporation
10500 Westoffice Drive, Suite 200
Houston, Texas 77042-5391
Gentlemen:
We have acted as counsel to GeoScience Corporation (the "Company") in
connection with the Company's Registration Statement on Form S-8 (the
"Registration Statement") relating to the registration under the Securities
Act of 1933, as amended, of the issuance of up to 1,500,000 shares (the
"Shares") of the Company's Common Stock, par value $.01 per share (the "Common
Stock"), pursuant to the GeoScience Corporation 1996 Equity Incentive Plan
(the "Plan").
In connection herewith, we have examined copies of such statutes,
regulations, corporate records and documents, certificates of public and
corporate officials and other agreements, contracts, documents and instruments
as we have deemed necessary as a basis for the opinion hereafter expressed. In
such examination, we have assumed the genuineness of all signatures, 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. We have
also relied, to the extent we deem such reliance proper, upon information
supplied by officers and employees of the Company with respect to various
factual matters material to our opinion.
Based upon the foregoing and having due regard for such legal
considerations as we deem relevant, we are of the opinion that the Shares have
been duly authorized, and that such Common Stock will, when issued in accordance
with the terms of the Plan, be duly authorized, fully paid and validly issued.
We hereby consent to the use of this opinion as an exhibit to the
Registration Statement.
Very truly yours,
/s/ Andrews & Kurth
1210/2325/2606
Exhibit 23.2
CONSENT OF INDEPENDENT ACCOUNTANTS
We hereby consent to the incorporation by reference in this Registration
Statement on Form S-8 of our report dated March 20, 1996, which appears on page
F-2 of the GeoScience Corporation Registration Statement on Form S-1 (No.
333-2986). We also hereby consent to the incorporation by reference in this
Registration Statement on Form S-8 of our report dated April 25, 1996, which
appears on page F-18 of the GeoScience Corporation Registration Statement of
Form S-1 (No. 333-2986).
PRICE WATERHOUSE LLP
Houston, Texas
October 22, 1996
