<PAGE> 1
AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON AUGUST 4, 1997
REGISTRATION NO. 333-28303
================================================================================
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
AMENDMENT NO. 5
TO
FORM S-1
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
EAGLE GEOPHYSICAL, INC.
(Exact name of registrant as specified in its charter)
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<S> <C> <C>
DELAWARE 1382 76-0522659
(State or other jurisdiction of (Primary Standard Industrial (I.R.S. Employer
incorporation or organization) Classification Code Number) Identification No.)
</TABLE>
50 BRIAR HOLLOW LANE
6TH FLOOR WEST
HOUSTON, TEXAS 77027
(713) 881-2800
(Address, including zip code, and telephone number, including
area code, of registrant's principal executive offices)
JAY N. SILVERMAN, PRESIDENT
EAGLE GEOPHYSICAL, INC.
50 BRIAR HOLLOW LANE
6TH FLOOR WEST
HOUSTON, TEXAS 77027
(713) 881-2800
(Name, address, including zip code, and telephone number,
including area code, of agent for service)
Copies to:
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<S> <C>
N. L. STEVENS III
W. MARK YOUNG JOSEPH W. ARMBRUST
GARDERE WYNNE SEWELL & RIGGS, L.L.P. BROWN & WOOD LLP
333 CLAY AVENUE, SUITE 800 ONE WORLD TRADE CENTER
HOUSTON, TEXAS 77002 NEW YORK, NEW YORK 10048
(713) 308-5500 (212) 839-5300
</TABLE>
APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO THE PUBLIC: As soon as
practicable after the effective date of this Registration Statement.
If any of the securities being registered on this Form are to be offered on
a delayed or continuous basis pursuant to Rule 415 under 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. [ ]
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. [ ]
CALCULATION OF REGISTRATION FEE
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<CAPTION>
============================================================================================================================
PROPOSED MAXIMUM
TITLE OF EACH CLASS AGGREGATE OFFERING AMOUNT OF
OF SECURITIES TO BE REGISTERED PRICE(1) REGISTRATION FEE(2)
- ----------------------------------------------------------------------------------------------------------------------------
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Common Stock, $0.01 par value.............................. $108,192,000 $32,800
- ----------------------------------------------------------------------------------------------------------------------------
Less fees remitted to date.................................................................... $30,750
Balance due................................................................................... $ 2,050
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</TABLE>
(1) Includes shares subject to over-allotment options granted to the
Underwriters. See "Underwriting."
(2) Calculated pursuant to Rule 457(o).
THE REGISTRANT HEREBY AMENDS THIS REGISTRATION STATEMENT ON SUCH DATE OR
DATES AS MAY BE NECESSARY TO DELAY ITS EFFECTIVE DATE UNTIL THE REGISTRANT SHALL
FILE A FURTHER AMENDMENT WHICH SPECIFICALLY STATES THAT THIS REGISTRATION
STATEMENT SHALL THEREAFTER BECOME EFFECTIVE IN ACCORDANCE WITH SECTION 8(A) OF
THE SECURITIES ACT OF 1933 OR UNTIL THE REGISTRATION STATEMENT SHALL BECOME
EFFECTIVE ON SUCH DATE AS THE COMMISSION, ACTING PURSUANT TO SAID SECTION 8(A),
MAY DETERMINE.
================================================================================
<PAGE> 2
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
ITEM 13. OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION.
The Registrant estimates that expenses in connection with the Offering
described in this Registration Statement will be as follows. All of the amounts
except the SEC registration fee, NASD fee and the Nasdaq National Market listing
fee are estimates.
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<CAPTION>
ITEM AMOUNT
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<S> <C>
SEC registration fee........................................ $ 32,800
NASD fee.................................................... 10,500
Nasdaq National Market listing fee.......................... 39,005
Legal fees and expenses..................................... 300,000
Accounting fees and expenses................................ 250,000
Printing expenses........................................... 275,000
Fees and expenses for qualification under state securities
laws (including legal fees)............................... 5,000
Transfer agent's and registrar's fees and expenses.......... 15,000
Miscellaneous............................................... 22,695
--------
Total............................................. $950,000
========
</TABLE>
- ---------------
* None of this amount is to be borne by the Selling Stockholder.
ITEM 14. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
The Registrant is incorporated under the laws of Delaware. Section 145 of
the Delaware General Corporation Law provides that a Delaware corporation may
indemnify any person against expenses, fines and settlements actually and
reasonably incurred by any such person in connection with a threatened, pending
or completed action, suit or proceeding in which he is involved by reason of the
fact that he is or was a director, officer, employee or agent of such
corporation, provided that (i) he acted in good faith and in a manner he
reasonably believed to be in or not opposed to the best interests of the
corporation and (ii) with respect to any criminal action or proceeding, he had
no reasonable cause to believe his conduct was unlawful. If the action or suit
is by or in the name of the corporation, the corporation may indemnify any such
person against expenses actually and reasonably incurred by him in connection
with the defense or settlement of such action or suit if he acted in good faith
and in a manner he reasonably believed to be in or not opposed to the best
interest of the corporation, except that no indemnification may be made in
respect to any claim, issue or matter as to which such person shall have been
adjudged to be liable for negligence or misconduct in the performance of his
duty to the corporation, unless and only to the extent that the Delaware Court
of Chancery or the court in which the action or suit is brought determines upon
application that, despite the adjudication of liability but in light of the
circumstances of the case, such person is fairly and reasonably entitled to
indemnity for such expenses as the court deems proper.
As permitted by the Delaware General Corporation Law, the Registrants'
Certificate of Incorporation provides that the directors and officers of the
Registrant shall be indemnified by the Registrant against certain liabilities
that those persons may incur in their capacities as directors or officers. The
Certificate of Incorporation eliminates the liability of directors of the
Registrant, under certain circumstances, to the maximum extent permitted by the
Delaware General Corporation Law. See "Description of Capital Stock -- Special
Provisions of the Certificate of Incorporation and By-laws" included in the
Prospectus.
The Underwriting Agreement to be filed as Exhibit 1.1 hereto contains
reciprocal agreements of indemnity between the Registrant and the underwriters
as to certain liabilities, including liabilities under the Securities Act of
1933, as amended (the "Securities Act"), and in certain circumstances provides
for indemnification of the Registrant's directors and officers.
II-1
<PAGE> 3
Additionally, pursuant to an employment agreement between Mr. Silverman and
the Registrant and an employment agreement between Mr. McNairy and the
Registrant, the Registrant shall, to the maximum extent not prohibited by law,
indemnify Mr. Silverman and Mr. McNairy if Mr. Silverman or Mr. McNairy is made,
or threatened to be made, a party to any threatened, pending or completed
action, suit or proceeding, whether civil, criminal, administrative or
investigative, including an action by or in the right of the Registrant to
procure a judgment in its favor (collectively, a "Proceeding"), by reason of the
fact that Mr. Silverman or Mr. McNairy is or was a director or officer of the
Registrant, or is or was serving in any capacity at the request of the
Registrant for any other corporation, partnership, joint venture, trust,
employee benefit plan or other enterprise, against judgments, fines, penalties,
excise taxes, amounts paid in settlement and costs, charges and expenses
(including attorneys' fees and disbursements) paid or incurred in connection
with any such Proceeding. The Registrant anticipates that it may enter into
similar contractual indemnification arrangements with its other executive
officers and directors.
ITEM 15. RECENT SALES OF UNREGISTERED SECURITIES.
During the previous three years, the Registrant has issued and sold the
following securities without registration under the Securities Act (none of
which sales were underwritten):
The Company was formed in December 1996, at which time it issued 1,000 of
its shares of Common Stock for a cash purchase price of $1.00 per share to the
Selling Stockholder. Such issuance of shares was exempt from registration under
the Securities Act pursuant to Section 4(2) thereof as a transaction by the
issuer not involving any public offering.
On May 22, 1997, the Company effected a stock split pursuant to which the
1,000 outstanding shares of Common Stock were subdivided into 3,400,000 shares
of Common Stock. All such shares were issued to the Selling Stockholder as sole
stockholder of the Company. Such issuance was exempt from registration under the
Securities Act pursuant to Section 3(a)(9) thereof as securities exchanged by
the issuer with its existing security holders exclusively where no commission or
other remuneration was given directly or indirectly for soliciting such
exchange.
On July 23, 1997, Jay N. Silverman, President of the Company, purchased
25,000 shares of Common Stock from the Company at the initial public offering
price for a promissony note. This issuance of shares was exempt from
registration under the Securities Act pursuant to Section 4(2) thereof as a
transaction by the issuer not involving any public offering.
Pursuant to an agreement dated June 2, 1997, contemporaneously with the
consummation of the Offering, the Company will issue an aggregate of 600,000
shares of Common Stock to Oliveira Limited, Dormera Limited, Balmedie Limited,
and Larlane Limited in exchange for the 81.0% of the outstanding shares of
Energy Research International owned by such entities. Gerald Harrison, George
Purdie, Neil Campbell, and David Burns, all of whom will be directors, officers
or employees of the Company after the consummation of the Offering, are the
beneficial owners of Oliveira Limited, Dormera Limited, Balmedie Limited, and
Larlane Limited, respectively. This issuance of shares will be exempt from
registration under the Securities Act pursuant to Section 4(2) thereof as a
transaction by the issuer not involving any public offering.
II-2
<PAGE> 4
ITEM 16. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES.
(a) Exhibits
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EXHIBIT NO. DESCRIPTION
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<S> <C>
1.1** -- Form of Underwriting Agreement
2.1** -- Stock Purchase Agreement dated June 2, 1997, among Gerald
Harrison, George Purdie, Neil Campbell, David Burns,
Oliveira Limited, Dormera Limited, Balmedie Limited,
Larlane Limited and Registrant
3.1** -- Certificate of Incorporation, as amended
3.2** -- Amended and Restated Bylaws
4.1** -- Specimen Certificate for Registrant's common stock, par
value $0.01
5.1** -- Opinion of Gardere Wynne Sewell & Riggs, L.L.P.
10.1.1** -- Loan and Security Agreement dated July 9, 1996, between
Seitel Geophysical, Inc., as Debtor, and Nationsbanc
Leasing Corporation of North Carolina, as Secured Party
10.1.2** -- Assumption and Consent dated December 31, 1996, among
Seitel Geophysical, Inc., Eagle Geophysical, Inc.,
Nationsbanc Leasing Corporation of North Carolina and
Seitel, Inc.
10.2** -- Loan and Security Agreement dated February 6, 1997,
between Eagle Geophysical, Inc., as Debtor, and
Nationsbanc Leasing Corporation of North Carolina, as
Secured Party
10.3** -- Conditional Sales Agreement dated February 19, 1997,
between Input/Output, Inc. and Horizon Exploration
Limited ("HEL")
10.4.1** -- Installment Note ($306,180) by HEL in favor of Teledyne
Brown Engineering Marine Products
10.4.2** -- Promissory Note ($330,000) by HEL in favor of Teledyne
Industries, Inc.
10.5.1** -- Loan and Security Agreement dated February 22, 1996,
between Seitel Geophysical, Inc. and MetLife Capital
Corporation
10.5.2** -- Assignment and Assumption Agreement dated December 31,
1996 between Seitel Geophysical, Inc. and Eagle
Geophysical, Inc.
10.6.1** -- Master Equipment Lease Agreement dated May 20, 1994,
between Seitel Geophysical, Inc. and MetLife Capital,
Limited Partnership, as amended
10.6.2** -- Assignment and Assumption Agreement dated December 31,
1996 between Seitel Geophysical, Inc. and Eagle
Geophysical, Inc.
10.7.1** -- Master Lease Agreement dated February 16, 1994 between
McCullagh Leasing (a unit of GE Capital Fleet Services)
and Seitel Geophysical, Inc., as amended
10.7.2** -- Partial Assignment dated April 8, 1997 among Seitel
Geophysical, Inc., Eagle Geophysical, Inc. and GE Capital
Fleet Services
10.8** -- Term Credit and Security Agreement dated July 15, 1993,
between Seitel Geophysical, Inc. and Compass Bank (f/k/a
Central Bank of the South), as amended
10.9.1** -- Bareboat Charter by Way of Subdemise dated July 15, 1994,
between Simon-Horizon Limited ("Simon") and HEL
10.9.2** -- Management Agreement dated December 19, 1990 between
Simon and Ervik Marine Services A/S ("Ervik")
10.9.3** -- Side Letter Agreement dated December 19, 1990, between
Simon and Ervik
10.9.4** -- Assignment Agreement Relating to a Ship Management
Agreement dated December 19, 1990 (as amended) dated July
15, 1990, between Simon and HEL
10.9.5** -- Deed of Assignment of Insurances dated July 15, 1994,
between HEL and Simon
10.9.6** -- Deed of Continuing Inter-Company Cross Guarantee and
Indemnity dated July 15, 1994, by Horizon Seismic Inc.,
Exploration Holdings Limited and HEL in favor of Simon,
Simon Petroleum Technology Limited and Simon Engineering
Plc
</TABLE>
II-3
<PAGE> 5
<TABLE>
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EXHIBIT NO. DESCRIPTION
- ------------------------ ------------------------------------------------------------------------------------------
<S> <C>
10.9.7** -- Sublease Contract Number 1 dated July 15, 1994,
between Simon and HEL
10.9.8** -- Sublease Contract Number 2 dated July 15, 1994, between Simon and HEL
10.9.9** -- Agreement dated July 15, 1994, among Simon, Simon Petroleum Technology Limited, Simon
Engineering Plc and HEL
10.9.10** -- Charterparty by way of Sub-Demise dated December 20, 1996, between Royal Bank of
Scotland and Simon
10.9.11** -- Addendum to Charterparty dated March 31, 1992, between Royal Bank of Scotland and Simon
10.9.12** -- Quadripartite Agreement dated August 18, 1994, among Simon, Royal Bank of Scotland
(Industrial Leasing) Limited, HEL and Simon Engineering plc
10.9.13** -- Master Leasing Agreement dated July 15, 1994 between Simon and HEL
10.10** -- Contribution and Assumption Agreement dated December 31, 1996, between Seitel
Geophysical, Inc. and Eagle Geophysical, Inc.
10.11.1** -- Agreement to Extend the Charterparty of "Pacific Horizon" dated July 11, 1994, by and
between J. Marr Limited and HEL
10.11.2** -- Deed of Novation m.v. "Pacific Horizon" dated July 11, 1994, by and among Simon, J.
Marr Limited and HEL
10.11.3** -- Pacific Horizon Charter dated February 4, 1981, between J. Marr and Son, Limited and
HEL
10.12** -- Employment Agreement between Exploration Holdings Limited ("EHL") and Gerald Harrison,
as amended
10.13** -- Employment Agreement between EHL and George Purdie, as amended
10.14** -- Employment Agreement between EHL and Neil A.M. Campbell, as amended
10.15** -- Form of Employment Agreement Amendment between EHL and each of Messrs. Harrison, Purdie
and Campbell
10.16** -- Form of Employment Agreement between Eagle Geophysical, Inc. and Jay Silverman
10.17** -- Employment Agreement between Eagle Geophysical, Inc. and Richard McNairy
10.18** -- Commercial Lease dated March 10, 1994, between Ron Chase dba Chase Properties and Eagle
Geophysical, Inc./Seitel Geophysical, Inc.
10.19** -- Modification and Ratification of Lease dated April 24, 1996, between Ron Chase dba
Chase Properties and Eagle Geophysical, Inc./Seitel Geophysical, Inc.
10.20** -- Lease dated May 28, 1996, between Partnership of Perkins-Guidry-Beazley-Ostteen and
Seitel Geophysical, Inc.
10.21** -- Form of Sublease between Seitel, Inc. and its subsidiaries and Eagle Geophysical, Inc.
10.22** -- Form of Master Separation Agreement between Seitel, Inc. and Eagle Geophysical, Inc.
10.23** -- Form of Registration Rights Agreement between EHI Holdings, Inc. and Eagle Geophysical,
Inc.
10.24** -- Form of Tax Indemnity Agreement between Seitel, Inc. and Eagle Geophysical, Inc.
10.25** -- Form of Administrative Services Agreement between Seitel, Inc. and Eagle Geophysical,
Inc.
10.26** -- Amended and Restated Promissory Note ($2,000,000) dated July 3, 1996 by Energy Research
International ("ERI") in favor of Seitel, Inc.
10.27** -- Promissory Note ($2,679,040) dated November 15, 1996 by ERI in favor of Seitel, Inc.
10.28** -- Form of Bonus Agreement between Eagle Geophysical, Inc. and Paul A. Frame
10.29** -- Outside Directors Deferred Compensation Plan
10.30** -- Independent Directors Stock Option Plan
10.31** -- Stock Option Plan
</TABLE>
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<TABLE>
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EXHIBIT NO. DESCRIPTION
----------- -----------
<S> <C>
10.32.1** -- Promissory Note payable by Jay Silverman to Eagle
Geophysical, Inc. dated July 23, 1997
10.32.2** -- Subscription Agreement between Eagle Geophysical, Inc.
and Jay N. Silverman dated July 23, 1997
10.32.3** -- Security Agreement -- Pledge between Eagle Geophysical,
Inc. and Jay N. Silverman dated July 23, 1997
10.33.1** -- The Bank of N.T. Butterfield Term Loan Facility dated
February 27, 1995
10.33.2** -- The Bank of N.T. Butterfield & Son Limited Facility
Letter dated August 23, 1994
10.33.3** -- The Bank of N.T. Butterfield & Son Limited Amendment
Letter No. 1 dated February 3, 1995
10.33.4** -- The Bank of N.T. Butterfield & Son Limited Amendment
Letter No. 2 dated February 19, 1996
10.33.5** -- The Bank of N.T. Butterfield & Son Limited Letter dated
May 10, 1996
10.33.6** -- The Bank of N.T. Butterfield & Son Limited Letter dated
May 19, 1997
10.34.1** -- Abshire Tide Blanket Time Charter dated February 9, 1996,
between Tidewater Marine, Inc. and Horizon Seismic Inc.
10.34.2** -- Letter Agreement dated February 12, 1996 relating to
Abshire Tide Blanket Time Charter
10.34.3** -- Tidewater Marine letter to Horizon Seismic, Inc. dated
September 19, 1996 regarding the letter agreement dated
February 12, 1996 governing the Time Charter of the MV
Abshire Tide
10.34.4** -- Tidewater Marine letter to Horizon Seismic, Inc. dated
March 25, 1996 regarding the letter agreement dated
February 12, 1996 governing the Time Charter of the MV
Abshire Tide
10.35.1** -- Supplemental Security Agreement No. One dated February
22, 1996 between Seitel Geophysical, Inc. and MetLife
Capital Corporation
10.35.2** -- Term Promissory Note ($433,000) dated March 14, 1996, by
Seitel Geophysical, Inc. in favor of MetLife Capital
Corporation
10.36** -- Service Agreement for MV Discoverer dated April 12, 1994,
between Horizon Seismic, Inc. and Shanghai Bureau of
Marine Geological Survey, as amended
10.37** -- Underlease dated April 21, 1997, between Payless
Properties Limited and HEL
10.38** -- Lease Agreement between Pincay Oaks, Inc. and HEL
10.39** -- Lease dated February 1, 1997, between Tuscan Property
Developments Limited and HEL
10.40** -- Set-off and Charge dated August 30, 1994, between HEL and
The Bank of N.T. Butterfield & Son Limited
10.41** -- Deed relating to 6 Pembroke Road Sevenoaks Kent dated
August 25, 1993, between Marley Waterproofing Limited and
HEL
10.42** -- Debenture dated August 12, 1994, between HEL and The Bank
of N.T. Butterfield & Son Limited
10.43** -- Chattel Mortgage between HEL and The Bank of N.T.
Butterfield & Son Limited
10.44** -- Form of Employment Agreement between Eagle Geophysical
and David Burns.
10.45** -- Operating Lease of Marine Seismic Equipment dated as of
July 1, 1996, between Seismic Geophysical, Inc. and HEL
10.46** -- Assignment between HEL and The Bank of NT Butterfield &
Sons Limited
10.47** -- Letter of Hypothecation and Pledge dated August 30, 1994,
between Seismic Exploration Ltd. and The Bank of N.T.
Butterfield & Son Limited
10.48** -- Lease Agreement dated January 7, 1997, between DigiCOURSE
INC. and HEL
10.49** -- Lease Agreement dated March 27, 1997, between DigiCOURSE
INC. and HEL
10.50** -- Initial Definitive Trust Deed -- Horizon Pension Plan
10.51** -- Operating Lease dated February 3, 1997, between Eagle
Geophysical, Inc. and HEL
</TABLE>
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<PAGE> 7
<TABLE>
<CAPTION>
EXHIBIT NO. DESCRIPTION
----------- -----------
<S> <C>
10.52** -- Contribution Agreement dated as of May 30, 1997, between
Seitel, Inc. and Eagle Geophysical, Inc.
10.53** -- Assignment of Life Insurance dated December 9, 1993
insuring G.M. Harrison.
10.54** -- Lease dated December 12, 1995, between Newington Bricks
Limited and HEL
10.55** -- Lease dated August 25, 1993, between Marley Waterproofing
Limited and HEL
10.56** -- Master Agreement for Geophysical Services by and between
Eagle Geophysical Onshore, Inc. and Seitel Data, Ltd.
10.57** -- Master Agreement for Geophysical Services by and between
Eagle Geophysical Onshore, Inc. and DDD Energy, Ltd.
10.58** -- Form of Employee Benefits Allocation Agreement between
Seitel, Inc. and Eagle Geophysical, Inc.
23.1 -- Consent of Arthur Andersen LLP, Independent Public
Accountants
23.2 -- Consent of KPMG, Independent Public Accountants
23.3** -- Consent of Gardere Wynne Sewell & Riggs, L.L.P.
(contained in exhibit 5.1 opinion)
27** -- Financial data schedule
</TABLE>
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** Previously filed
(b) Financial Statement Schedules
The following financial statement schedules are included in Part II of the
Registration Statement:
None
All other schedules are omitted because they are inapplicable or the
requested information is shown in the financial statements or noted therein.
ITEM 17. UNDERTAKINGS.
(a) Insofar as indemnification for liabilities arising under the Securities
Act may be permitted to directors, officers and controlling persons of the
Registrant pursuant to the foregoing provisions, or otherwise, the Registrant
has been advised that in the opinion of the Securities and Exchange Commission
such indemnification is against public policy as expressed in the Securities Act
and is, therefore, unenforceable. In the event that a claim for indemnification
against such liabilities (other than the payment by the Registrant of expenses
incurred or paid by a director, officer or controlling person of the Registrant
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 Registrant 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 Securities Act and will be governed by the final
adjudication of such issue.
(b) The undersigned Registrant hereby undertakes to provide to the
representatives of the underwriters at the closing specified in the Underwriting
Agreement certificates in such denominations and registered in such names as
required by the representatives of the underwriters to permit prompt delivery to
each purchaser.
(c) The undersigned Registrant hereby undertakes that:
(1) For purposes of determining any liability under the Securities
Act, the information omitted from the form of prospectus filed as part of
this Registration Statement in reliance upon Rule 430A and contained in a
form of prospectus filed by the Registrant pursuant to Rule 424(b)(1) or
(4) or 497(h) under the Securities Act shall be deemed to be part of this
Registration Statement as of the time it was declared effective.
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<PAGE> 8
(2) For the purpose of determining any liability under the Securities
Act, each post-effective amendment that contains a form of prospectus 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.
(d) If the Underwriters do not exercise their option to purchase additional
shares of Common Stock to cover over-allotments, if any, or if such option is
partially exercised, the Registrant hereby undertakes to file a post-effective
amendment to the Registration Statement deregistering all such shares as to
which such option shall not have been exercised.
II-7
<PAGE> 9
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the Registrant
has duly caused this Amendment No. 5 to Registration Statement to be signed on
its behalf by the undersigned, thereunto duly authorized, in the City of
Houston, State of Texas, on the 4th day of August, 1997
EAGLE GEOPHYSICAL, INC.
By: /s/ JAY N. SILVERMAN
-----------------------------------------
Jay N. Silverman
President and Chief Executive Officer
Pursuant to the requirements of the Securities Act of 1933, this Amendment
No. 5 to Registration Statement has been signed below by the following persons
in the capacities and on the dates indicated.
<TABLE>
<CAPTION>
SIGNATURE TITLE DATE
--------- ----- ----
<S> <C> <C>
* Chairman of the Board of August 4, 1997
- ----------------------------------------------------- Directors
William L. Lurie
/s/ JAY N. SILVERMAN President, Chief Executive August 4, 1997
- ----------------------------------------------------- Officer and Director (Principal
Jay N. Silverman Executive Officer)
/s/ GERALD M. HARRISON Executive Vice President and August 4, 1997
- ----------------------------------------------------- Director
Gerald M. Harrison
* Senior Vice August 4, 1997
- ----------------------------------------------------- President -- Offshore
George Purdie Operations and Director
/s/ RICHARD W. MCNAIRY Vice President -- Chief August 4, 1997
- ----------------------------------------------------- Financial Officer and Secretary
Richard W. McNairy (Principal Financial and
Accounting Officer)
/s/ PAUL A. FRAME Director August 4, 1997
- -----------------------------------------------------
Paul A. Frame
*By: /s/ JAY N. SILVERMAN
------------------------------------------------
Jay N. Silverman
Attorney-in-Fact
</TABLE>
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<PAGE> 10
INDEX TO EXHIBITS
<TABLE>
<CAPTION>
EXHIBIT NO. DESCRIPTION
----------- -----------
<S> <C>
1.1** -- Form of Underwriting Agreement
2.1** -- Stock Purchase Agreement dated June 2, 1997, among Gerald
Harrison, George Purdie, Neil Campbell, David Burns,
Oliveira Limited, Dormera Limited, Balmedie Limited,
Larlane Limited and Registrant
3.1** -- Certificate of Incorporation, as amended
3.2** -- Amended and Restated Bylaws
4.1** -- Specimen Certificate for Registrant's common stock, par
value $0.01
5.1** -- Opinion of Gardere Wynne Sewell & Riggs, L.L.P.
10.1.1** -- Loan and Security Agreement dated July 9, 1996, between
Seitel Geophysical, Inc., as Debtor, and Nationsbanc
Leasing Corporation of North Carolina, as Secured Party
10.1.2** -- Assumption and Consent dated December 31, 1996, among
Seitel Geophysical, Inc., Eagle Geophysical, Inc.,
Nationsbanc Leasing Corporation of North Carolina and
Seitel, Inc.
10.2** -- Loan and Security Agreement dated February 6, 1997,
between Eagle Geophysical, Inc., as Debtor, and
Nationsbanc Leasing Corporation of North Carolina, as
Secured Party
10.3** -- Conditional Sales Agreement dated February 19, 1997,
between Input/Output, Inc. and Horizon Exploration
Limited ("HEL")
10.4.1** -- Installment Note ($306,180) by HEL in favor of Teledyne
Brown Engineering Marine Products
10.4.2** -- Promissory Note ($330,000) by HEL in favor of Teledyne
Industries, Inc.
10.5.1** -- Loan and Security Agreement dated February 22, 1996,
between Seitel Geophysical, Inc. and MetLife Capital
Corporation
10.5.2** -- Assignment and Assumption Agreement dated December 31,
1996 between Seitel Geophysical, Inc. and Eagle
Geophysical, Inc.
10.6.1** -- Master Equipment Lease Agreement dated May 20, 1994,
between Seitel Geophysical, Inc. and MetLife Capital,
Limited Partnership, as amended
10.6.2** -- Assignment and Assumption Agreement dated December 31,
1996 between Seitel Geophysical, Inc. and Eagle
Geophysical, Inc.
10.7.1** -- Master Lease Agreement dated February 16, 1994 between
McCullagh Leasing (a unit of GE Capital Fleet Services)
and Seitel Geophysical, Inc., as amended
10.7.2** -- Partial Assignment dated April 8, 1997 among Seitel
Geophysical, Inc., Eagle Geophysical, Inc. and GE Capital
Fleet Services
10.8** -- Term Credit and Security Agreement dated July 15, 1993,
between Seitel Geophysical, Inc. and Compass Bank (f/k/a
Central Bank of the South), as amended
10.9.1** -- Bareboat Charter by Way of Subdemise dated July 15, 1994,
between Simon-Horizon Limited ("Simon") and HEL
10.9.2** -- Management Agreement dated December 19, 1990 between
Simon and Ervik Marine Services A/S ("Ervik")
10.9.3** -- Side Letter Agreement dated December 19, 1990, between
Simon and Ervik
10.9.4** -- Assignment Agreement Relating to a Ship Management
Agreement dated December 19, 1990 (as amended) dated July
15, 1990, between Simon and HEL
10.9.5** -- Deed of Assignment of Insurances dated July 15, 1994,
between HEL and Simon
10.9.6** -- Deed of Continuing Inter-Company Cross Guarantee and
Indemnity dated July 15, 1994, by Horizon Seismic Inc.,
Exploration Holdings Limited and HEL in favor of Simon,
Simon Petroleum Technology Limited and Simon Engineering
Plc
10.9.7** -- Sublease Contract Number 1 dated July 15, 1994, between
Simon and HEL
10.9.8** -- Sublease Contract Number 2 dated July 15, 1994, between
Simon and HEL
</TABLE>
<PAGE> 11
<TABLE>
<CAPTION>
EXHIBIT NO. DESCRIPTION
----------- -----------
<S> <C>
10.9.9** -- Agreement dated July 15, 1994, among Simon, Simon
Petroleum Technology Limited, Simon Engineering Plc and
HEL
10.9.10** -- Charterparty by way of Sub-Demise dated December 20,
1996, between Royal Bank of Scotland and Simon
10.9.11** -- Addendum to Charterparty dated March 31, 1992, between
Royal Bank of Scotland and Simon
10.9.12** -- Quadripartite Agreement dated August 18, 1994, among
Simon, Royal Bank of Scotland (Industrial Leasing)
Limited, HEL and Simon Engineering plc
10.9.13** -- Master Leasing Agreement dated July 15, 1994 between
Simon and HEL
10.10** -- Contribution and Assumption Agreement dated December 31,
1996, between Seitel Geophysical, Inc. and Eagle
Geophysical, Inc.
10.11.1** -- Agreement to Extend the Charterparty of "Pacific Horizon"
dated July 11, 1994, by and between J. Marr Limited and
HEL
10.11.2** -- Deed of Novation m.v. "Pacific Horizon" dated July 11,
1994, by and among Simon, J. Marr Limited and HEL
10.11.3** -- Pacific Horizon Charter dated February 4, 1981, between
J. Marr and Son, Limited and HEL
10.12** -- Employment Agreement between Exploration Holdings Limited
("EHL") and Gerald Harrison, as amended
10.13** -- Employment Agreement between EHL and George Purdie, as
amended
10.14** -- Employment Agreement between EHL and Neil A.M. Campbell,
as amended
10.15** -- Form of Employment Agreement Amendment between EHL and
each of Messrs. Harrison, Purdie and Campbell
10.16** -- Form of Employment Agreement between Eagle Geophysical,
Inc. and Jay Silverman
10.17** -- Employment Agreement between Eagle Geophysical, Inc. and
Richard McNairy
10.18** -- Commercial Lease dated March 10, 1994, between Ron Chase
dba Chase Properties and Eagle Geophysical, Inc./Seitel
Geophysical, Inc.
10.19** -- Modification and Ratification of Lease dated April 24,
1996, between Ron Chase dba Chase Properties and Eagle
Geophysical, Inc./Seitel Geophysical, Inc.
10.20** -- Lease dated May 28, 1996, between Partnership of
Perkins-Guidry-Beazley-Ostteen and Seitel Geophysical,
Inc.
10.21** -- Form of Sublease between Seitel, Inc. and its
subsidiaries and Eagle Geophysical, Inc.
10.22** -- Form of Master Separation Agreement between Seitel, Inc.
and Eagle Geophysical, Inc.
10.23** -- Form of Registration Rights Agreement between EHI
Holdings, Inc. and Eagle Geophysical, Inc.
10.24** -- Form of Tax Indemnity Agreement between Seitel, Inc. and
Eagle Geophysical, Inc.
10.25** -- Form of Administrative Services Agreement between Seitel,
Inc. and Eagle Geophysical, Inc.
10.26** -- Amended and Restated Promissory Note ($2,000,000) dated
July 3, 1996 by Energy Research International ("ERI") in
favor of Seitel, Inc.
10.27** -- Promissory Note ($2,679,040) dated November 15, 1996 by
ERI in favor of Seitel, Inc.
10.28** -- Form of Bonus Agreement between Eagle Geophysical, Inc.
and Paul A. Frame
10.29** -- Outside Directors Deferred Compensation Plan
10.30** -- Independent Directors Stock Option Plan
10.31** -- Stock Option Plan
10.32.1** -- Promissory Note payable by Jay Silverman to Eagle
Geophysical, Inc. dated July 23, 1997
</TABLE>
<PAGE> 12
<TABLE>
<CAPTION>
EXHIBIT NO. DESCRIPTION
- ------------------------ ------------------------------------------------------------------------------------------
<S> <C>
10.32.3** -- Security Agreement -- Pledge between Eagle Geophysical, Inc. and Jay N. Silverman dated
July 23, 1997
10.33.1** -- The Bank of N.T. Butterfield Term Loan Facility dated February 27, 1995
10.33.2** -- The Bank of N.T. Butterfield & Son Limited Facility Letter dated August 23, 1994
10.33.3** -- The Bank of N.T. Butterfield & Son Limited Amendment Letter No. 1 dated February 3,
1995
10.33.4** -- The Bank of N.T. Butterfield & Son Limited Amendment Letter No. 2 dated February 19,
1996
10.33.5** -- The Bank of N.T. Butterfield & Son Limited Letter dated May 10, 1996
10.33.6** -- The Bank of N.T. Butterfield & Son Limited Letter dated May 19, 1997
10.34.1** -- Abshire Tide Blanket Time Charter dated February 9, 1996, between Tidewater Marine,
Inc. and Horizon Seismic Inc.
10.34.2** -- Letter Agreement dated February 12, 1996 relating to Abshire Tide Blanket Time Charter
10.34.3** -- Tidewater Marine letter to Horizon Seismic, Inc. dated September 19, 1996 regarding the
letter agreement dated February 12, 1996 governing the Time Charter of the MV Abshire
Tide
10.34.4** -- Tidewater Marine letter to Horizon Seismic, Inc. dated March 25, 1996 regarding the
letter agreement dated February 12, 1996 governing the Time Charter of the MV Abshire
Tide
10.35.1** -- Supplemental Security Agreement No. One dated February 22, 1996 between Seitel
Geophysical, Inc. and MetLife Capital Corporation
10.35.2** -- Term Promissory Note ($433,000) dated March 14, 1996, by Seitel Geophysical, Inc. in
favor of MetLife Capital Corporation
10.36** -- Service Agreement for MV Discoverer dated April 12, 1994, between Horizon Seismic, Inc.
and Shanghai Bureau of Marine Geological Survey, as amended
10.37** -- Underlease dated April 21, 1997, between Payless Properties Limited and HEL
10.38** -- Lease Agreement between Pincay Oaks, Inc. and HEL
10.39** -- Lease dated February 1, 1997, between Tuscan Property Developments Limited and HEL
10.40** -- Set-off and Charge dated August 30, 1994, between HEL and The Bank of N.T. Butterfield
& Son Limited
10.41** -- Deed relating to 6 Pembroke Road Sevenoaks Kent dated August 25, 1993, between Marley
Waterproofing Limited and HEL
10.42** -- Debenture dated August 12, 1994, between HEL and The Bank of N.T. Butterfield & Son
Limited
10.43** -- Chattel Mortgage between HEL and The Bank of N.T. Butterfield & Son Limited
10.44** -- Form of Employment Agreement between Eagle Geophysical and David Burns.
10.45** -- Operating Lease of Marine Seismic Equipment dated as of July 1, 1996, between Seismic
Geophysical, Inc. and HEL
10.46** -- Assignment between HEL and The Bank of NT Butterfield & Sons Limited
10.47** -- Letter of Hypothecation and Pledge dated August 30, 1994, between Seismic Exploration
Ltd. and The Bank of N.T. Butterfield & Son Limited
10.48** -- Lease Agreement dated January 7, 1997, between DigiCOURSE INC. and HEL
10.49** -- Lease Agreement dated March 27, 1997, between DigiCOURSE INC. and HEL
10.50** -- Initial Definitive Trust Deed -- Horizon Pension Plan
10.51** -- Operating Lease dated February 3, 1997, between Eagle Geophysical, Inc. and HEL
10.52** -- Contribution Agreement dated as of May 30, 1997, between Seitel, Inc. and Eagle
Geophysical, Inc.
</TABLE>
<PAGE> 13
<TABLE>
<CAPTION>
EXHIBIT NO. DESCRIPTION
----------- -----------
<S> <C>
10.53** -- Assignment of Life Insurance dated December 9, 1993 insuring G.M. Harrison.
10.54** -- Lease dated December 12, 1995, between Newington Bricks Limited and HEL
10.55** -- Lease dated August 25, 1993, between Marley Waterproofing Limited and HEL
10.56** -- Master Agreement for Geophysical Services by and between Eagle Geophysical Onshore,
Inc. and Seitel Data, Ltd.
10.57** -- Master Agreement for Geophysical Services by and between Eagle Geophysical Onshore,
Inc. and DDD Energy, Ltd.
10.58** -- Form of Employee Benefits Allocation Agreement between Seitel, Inc. and Eagle
Geophysical, Inc.
23.1 -- Consent of Arthur Andersen LLP, Independent Public Accountants
23.2 -- Consent of KPMG, Independent Public Accountants
23.3** -- Consent of Gardere Wynne Sewell & Riggs, L.L.P. (contained in exhibit 5.1 opinion)
27** -- Financial data schedule
</TABLE>
- ---------------
** Previously filed
<PAGE> 1
EXHIBIT 23.1
CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS
As independent public accountants, we hereby consent to the use of our
report and to all references to our Firm included in or made a part of this
registration statement.
/s/ ARTHUR ANDERSEN LLP
Houston, Texas
August 4, 1997
<PAGE> 1
EXHIBIT 23.2
CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS
The Board of Directors
Energy Research International
We consent to the use of our report dated May 27, 1997 included in the
registration statement on Form S-1 of Eagle Geophysical, Inc. with respect to
the consolidated balance sheets of Energy Research International and
subsidiaries as of December 31, 1996 and 1995, and the related consolidated
statements of operations, stockholders' equity/(deficit) and cash flows for each
of the years in the three year period ended December 31, 1996.
/s/ KPMG
Exeter, England
August 4, 1997
