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AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON AUGUST 29, 1996
REGISTRATION NO. 333-10517
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
AMENDMENT NO. 1
TO
FORM S-3
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
DIGICON INC.
(Exact name of registrant as specified in its charter)
<TABLE>
<S> <C>
DELAWARE 76-0343152
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification Number)
RICHARD W. MCNAIRY
3701 KIRBY DRIVE, SUITE 112 3701 KIRBY DRIVE, SUITE 112
HOUSTON, TEXAS 77098 HOUSTON, TEXAS 77098
(713) 526-5611 (713) 526-5611
(Address, including zip code, and telephone (Name, address, including zip code, and
number, telephone number,
including area code, of registrant's principal including area code, of agent for service)
executive offices)
</TABLE>
With copies to:
T. WILLIAM PORTER
PORTER & HEDGES, L.L.P.
700 LOUISIANA, 35TH FLOOR
HOUSTON, TEXAS 77002
(713) 226-0600
Approximate date of commencement of proposed sale to the public: From time
to time after this Registration Statement becomes effective.
If the only securities being registered on this Form are being offered
pursuant to dividend or interest reinvestment plans, please check the following
box. / /
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, other than securities offered only in connection with dividend or interest
reinvestment plans, check the following box. /X/
If the registrant elects to deliver its latest annual report to security
holders, or a complete and legible facsimile thereof, pursuant to Item 11(a)(1)
of this Form, 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. / /
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 SECURITIES AND EXCHANGE COMMISSION, ACTING
PURSUANT TO SAID SECTION 8(A), MAY DETERMINE.
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PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
ITEM 14. OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION.
The estimated expenses payable by Newco in connection with the offering of
the Common Stock to be registered and offered hereby are as follows:
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<S> <C>
Securities and Exchange Commission registration fee........................ $ 5,338
Printing expenses.......................................................... 3,500
Legal fees and expenses.................................................... 20,000
Accounting fees and expenses............................................... 20,000
Miscellaneous.............................................................. 1,162
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Total............................................................ $50,000
========
</TABLE>
ITEM 15. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
Section 145 of the General Corporation Law of the State of Delaware permits
a corporation to indemnify any person who was or is a party or is threatened to
be made a party to any threatened pending or completed action, suit or
proceeding, whether civil, criminal, administrative or investigative, by reason
of the fact that he is or was a director, officer, employee or agent of the
corporation or is or was serving at the request of the corporation as a
director, officer, employee or agent of another corporation, partnership, joint
venture, trust or other enterprise against expenses (including attorneys' fees),
judgments, fines and amounts paid in settlement actually and reasonably incurred
by him in connection with such action.
In a suit brought to obtain a judgment in the corporation's favor, whether
by the corporation itself or derivatively by a stockholder, the corporation may
only indemnify for expenses, including attorney's fees, actually and reasonably
incurred in connection with the defense or settlement of the case, and the
corporation may not indemnify for amounts paid in satisfaction of a judgment or
in settlement of the claim. In any such action, no indemnification may be paid
in respect of any claim, issue or matter as to which such persons shall have
been adjudged liable to the corporation except as otherwise approved by the
Delaware Court of Chancery or the court in which the claim was brought. In any
other type of proceeding, the indemnification may extend to judgments, fines and
amounts paid in settlement, actually and reasonably incurred in connection with
such other proceeding, as well as to expenses (including attorneys' fees).
The statute does not permit indemnification unless the person seeking
indemnification has 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, in the
case of criminal actions or proceedings, the person had no reasonable cause to
believe his conduct was unlawful. There are additional limitations applicable to
criminal actions and to actions brought by or in the name of the corporation.
The determination as to whether a person seeking indemnification has met the
required standard of conduct is to be made (i) by a majority vote of a quorum of
disinterested members of the board of directors, or (ii) by independent legal
counsel in a written opinion, if such a quorum does not exist or if the
disinterested directors so direct, or (iii) by the stockholders.
The certificate of incorporation and bylaws of Newco require Newco to
indemnify Newco's directors and officers to the fullest extent permitted under
Delaware law, and to implement provisions pursuant to contractual indemnity
agreements Newco has entered into with its directors and executive officers.
Newco's Certificate of Incorporation limits the personal liability of a director
to the corporation or its stockholders to damages for breach of the director's
fiduciary duty.
Newco has purchased insurance on behalf of its directors and officers
against certain liabilities that may be asserted against, or incurred by, such
persons in their capacities as directors or officers of the registrant, or
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that may arise out of their status as directors or officers of the registrant,
including liabilities under the federal and state securities laws.
ITEM 16. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES.
The following is a list of all the exhibits and financial statement
schedules filed as part of the Registration Statement.
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<CAPTION>
EXHIBIT
NO. DESCRIPTION
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<S> <C>
3-A -- Restated Certificate of Incorporation (with Amendments) of Digicon
Inc. dated December 17, 1992. (Exhibit 3-A to Digicon's Annual Report
on Form 10-K for the year ended July 31, 1994 is incorporated herein
by reference).
3-B -- Certificate of Ownership and Merger of New Digicon Inc. and Digicon
Inc. (Exhibit 3-B to Digicon's Registration Statement No. 33-43873,
dated November 12, 1991 is incorporated herein by reference).
3-C -- By-laws of New Digicon Inc. dated June 24, 1991. (Exhibit 3-C to
Digicon's Registration Statement No. 33-43873, dated November 12,
1991 is incorporated herein by reference).
3-D -- Certificate of Amendment of Certificate of Incorporation of Digicon
Inc. dated February 6, 1992. (Exhibit 3-D to Digicon's Annual Report
on Form 10-K for the year ended July 31, 1994 is incorporated herein
by reference).
3-E -- Certificate of Amendment of Restated Certificate of Incorporation of
Digicon Inc. dated January 16, 1995 (Previously filed).
3-F -- Form of Restated Certificate of Incorporation of Digicon Inc
(Previously filed).
4-A -- Specimen Common Stock certificate (Previously filed).
5 -- Opinion of Porter & Hedges, L.L.P. with respect to legality of
securities (Previously filed).
8-A -- Opinion of Felesky Flynn regarding tax matters.
8-B -- Opinion of Porter & Hedges, L.L.P. regarding tax matters.
23-A -- Consent of Deloitte & Touche LLP independent auditors.
23-B -- Consent of Price Waterhouse, Chartered Accountants.
23-C -- Consent of Porter & Hedges, L.L.P. (included in Exhibits 5 and 8-B).
23-D -- Consent of Felesky Flynn (included in Exhibit 8-A).
24 -- Power of Attorney. (included on the signature page hereto).
</TABLE>
ITEM 17. UNDERTAKINGS
(1) The undersigned registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act, each filing of the
registrant's annual report pursuant to Section 13(a) or 15(d) of the Exchange
Act that is incorporated by reference in the 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.
(2) The undersigned registrant hereby undertakes to file, during any period
in which offers or sales are being made, a post-effective amendment to this
Registration Statement to include any (i) prospectus required by section
10(a)(3) of the Securities Act, (ii) material information with respect to the
plan of distribution not
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<PAGE> 4
previously disclosed in the registration statement, or (iii) material change to
such information in the registration statement. Notwithstanding the foregoing,
any increase or decrease in volume of securities offered (if the total dollar
value of securities offered would not exceed that which was registered) and any
deviation from the low or high end of the estimated maximum offering range may
be reflected in the form of prospectus filed with the Commission pursuant to
Rule 424(b) if, in the aggregate, the changes in volume and price represent no
more than a 20% change in the maximum aggregate offering price set forth in the
"Calculation of Registration Fee" table in the effective registration statement.
(3) The undersigned registrant hereby undertakes that for the purpose of
determining any liability under the Securities Act of 1933, each 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.
(4) The undersigned registrant hereby undertakes 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.
(5) 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.
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SIGNATURES
Pursuant to the requirements of the Securities Act, the registrant
certifies that it has reasonable grounds to believe that it meets all of the
requirements for filing on Form S-3 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 August 28, 1996.
DIGICON INC.
By: /s/ RICHARD W. McNAIRY
----------------------------------
Richard W. McNairy, Vice President
and
Chief Financial Officer
Pursuant to the requirements of the Securities Act, this Registration
Statement has been signed by the following persons in the indicated capacities
and on the 28th day of August, 1996.
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<CAPTION>
SIGNATURE TITLE
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<S> <C>
DOUGLAS B. THOMPSON* Director and Chairman of the Board
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Douglas B. Thompson
STEPHEN J. LUDLOW* Director, President and Chief Executive
- --------------------------------------------- Officer
Stephen J. Ludlow
RICHARD W. McNAIRY* Chief Financial Officer
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Richard W. McNairy
CHARLES H. ACKERMAN* Principal Accounting Officer
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Charles H. Ackerman
Director
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George F. Baker
Director
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James B. Clement
Director
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Clayton P. Cormier
STEVEN J. GILBERT* Director
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Steven J. Gilbert
JACK C. THREET* Director
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Jack C. Threet
By: /s/ RICHARD W. McNAIRY
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(Richard W. McNairy,
individually as Attorney-in-Fact)
</TABLE>
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<PAGE> 6
INDEX TO EXHIBITS
<TABLE>
<CAPTION>
EXHIBIT
NO. DESCRIPTION
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<S> <C>
3-A -- Restated Certificate of Incorporation (with Amendments) of Digicon
Inc. dated December 17, 1992. (Exhibit 3-A to Digicon's Annual Report
on Form 10-K for the year ended July 31, 1994 is incorporated herein
by reference).
3-B -- Certificate of Ownership and Merger of New Digicon Inc. and Digicon
Inc. (Exhibit 3-B to Digicon's Registration Statement No. 33-43873,
dated November 12, 1991 is incorporated herein by reference).
3-C -- By-laws of New Digicon Inc. dated June 24, 1991. (Exhibit 3-C to
Digicon's Registration Statement No. 33-43873, dated November 12,
1991 is incorporated herein by reference).
3-D -- Certificate of Amendment of Certificate of Incorporation of Digicon
Inc. dated February 6, 1992. (Exhibit 3-D to Digicon's Annual Report
on Form 10-K for the year ended July 31, 1994 is incorporated herein
by reference).
3-E -- Certificate of Amendment of Restated Certificate of Incorporation of
Digicon Inc. dated January 16, 1995. (Previously filed)
3-F -- Form of Restated Certificate of Incorporation of Digicon Inc.
(Previously filed)
4-A -- Specimen Common Stock certificate. (Previously filed)
5 -- Opinion of Porter & Hedges, L.L.P. with respect to legality of
securities. (Previously filed)
8-A -- Form of Opinion of Felesky Flynn regarding tax matters.
8-B -- Form of Opinion of Porter & Hedges, L.L.P. regarding tax matters.
23-A -- Consent of Deloitte & Touche LLP independent auditors.
23-B -- Consent of Price Waterhouse, Chartered Accountants.
23-C -- Consent of Porter & Hedges, L.L.P. (included in Exhibits 5 and 8-B).
23-D -- Consent of Felesky Flynn (included in Exhibit 8-A).
24 -- Power of Attorney. (included on the signature page hereto).
</TABLE>
<PAGE> 1
EXHIBIT 8-A
[FLESKY FLYNN LETTERHEAD]
August 28, 1996
Veritas Energy Services Inc.
300, 615-3 Avenue S.W.
Calgary, Alberta
T2P 0G6
Dear Sirs:
Re: Canadian Income Tax Opinion
Prospectus (August 30, 1996) and Form S-3
We are Canadian tax counsel to Veritas Energy Services Inc. ("Newco
Sub").
Newco Sub and Veritas DGC Inc. (formerly Digicon, Inc., hereinafter
referred to as "Newco") will enter into an arrangement pursuant to which
holders of Newco Sub common shares (the "Newco Sub Common Shares") will receive
securities of Newco Sub (the "Exchangeable Shares") in exchange for Newco Sub
Common Shares at a ratio of 0.8 Exchangeable Shares for each Newco Sub Common
Share. Newco and Newco Sub will be offering shares of Newco Common Stock (the
"Newco Common Stock") to holders of Exchangeable Shares pursuant to the terms
of the Exchangeable Shares, which obligate Newco and Newco Sub to effect such
exchanges when, as, and if Exchangeable Shares are presented by the holders
thereof for exchange.
<PAGE> 2
We have been engaged to express an opinion on the Canadian federal income
tax implications that will arise on the exchange of the Exchangeable Shares for
the Newco Common Stock.
In forming our opinion, we have relied upon the Income Tax Act (Canada)
(the "Canadian Tax Act"), income tax regulations ("Regulations") enacted
thereunder, proposed amendments to the Canadian Tax Act and Regulations, and our
understanding of the current administrative practices of Revenue Canada,
Customs, Excise and Taxation ("Revenue Canada"). Our opinion takes into account
any amendments to the Canadian Tax Act and Regulations publicly announced prior
to the date hereof and assumes that all such proposed amendments will be enacted
in their present form, although no assurance can be given that such will be the
case. Our opinion does not take into account or anticipate any changes in law,
whether by legislative, administrative or judicial decision or action.
Our opinion is based on information provided in the Prospectus of Newco
dated August 30, 1996 (the "Prospectus"). We assume that all transactions will
be implemented as described in the Prospectus.
In our opinion, the exchange by holders of an Exchangeable Share for Newco
Common Stock will not be a tax-deferred event for purposes of the Canadian Tax
Act. The liability for, and amount of Canadian income taxes eligible on, the
exchange will depend on a variety of circumstances, including the residency of
the holder and the method of the exchange. The particulars are more fully set
out in the Prospectus under "Income Tax Considerations -- Canadian Federal
Income Tax Considerations".
We hereby consent to the use of our firm name in the Prospectus under the
subheading "Canadian Federal Income Tax Considerations" and the heading "Legal
Opinions".
Yours very truly,
/s/ FELESKY FLYNN
-------------------------
Felesky Flynn
<PAGE> 1
EXHIBIT 8-B
[PORTER & HEDGES, L.L.P. LETTERHEAD]
August 29, 1996
Veritas DGC Inc.
3701 Kirby Drive, Suite 112
Houston, Texas 77098
Re: United States Federal Income Tax Opinion
Prospectus dated August 30, 1996 and Form S-3
Gentlemen:
We are United States federal tax counsel to Veritas DGC Inc. ("Newco").
Newco and Veritas Energy Services (hereinafter referred to as "Newco Sub")
previously entered into an arrangement pursuant to which holders of Newco Sub
common shares (the "Newco Sub Common Shares") received securities of Newco Sub
(the "Exchangeable Shares") in exchange for Newco Sub Common Shares at a ratio
of 0.8 Exchangeable Shares for each Newco Sub Common Share. Newco and Newco Sub
will be offering a new class of securities of Newco common stock (the "Newco
Common Stock") to holders of Exchangeable Shares pursuant to the terms of the
Exchangeable Shares, which obligate Newco and Newco Sub to effect such exchanges
when, as, and if Exchangeable Shares are presented by the holders thereof for
exchange.
We have been engaged to express an opinion on the United States federal
income tax consequences of the exchange of Exchangeable Shares for Newco Common
Stock by United States Holders, as defined in the Prospectus of Newco dated
August 30, 1996 (the "Prospectus").
Our opinion has been requested by Newco on behalf of itself, Newco Sub and
United States Holders (as defined in the Prospectus) who exchange Exchangeable
Shares for Newco Common Stock pursuant to the Prospectus. No other individual or
entity may rely upon this opinion without the express, prior written consent of
both Newco and the undersigned.
Our opinion is limited to United States federal income tax matters
discussed herein and in the Prospectus. The opinion does not deal with the
specific circumstances of any particular holder of Exchangeable Shares, nor
does it cover the application of state, local, foreign or other tax laws.
<PAGE> 2
Veritas DGC Inc.
August 29, 1996
Page -2-
Further, our opinion is based on information provided in the Prospectus and we
assume that all transactions will be implemented as described in the Prospectus.
We note that the opinion of counsel has no binding effect or official
status of any kind with the Internal Revenue Service or the courts. If there
were ultimately an adverse determination as to any of the United States tax
issues discussed herein or in the Prospectus, United States Holders could
sustain different tax consequences than are described herein, or in the
Prospectus. Further, our opinion is based upon the Internal Revenue Code of
1986, regulations promulgated or proposed thereunder and interpretations
thereof by the Internal Revenue Service and the courts, all as of the date of
the Prospectus. All of such rules could change with retroactive effect, and
our opinion could be adversely affected or rendered obsolete by any such
change. We have no duty, and do not intend, to update or modify this opinion
for changes in the applicable law, regulations or interpretations occurring
after the date of the Prospectus. Similarly, any change in the facts and
assumptions stated above, upon which this opinion is based, could modify our
conclusions.
Subject to the foregoing and the discussion in the Prospectus, in our
opinion a United States Holder that exercises such holder's right to exchange
its Exchangeable Shares for shares of Newco Common Stock will generally
recognize gain or loss on such exchange for United States federal income tax
purposes.
We participated in the preparation of the discussion set forth in the
Prospectus under the heading "United States Tax Considerations," and, except as
otherwise provided therein, the legal conclusions with respect to United States
federal income tax matters set forth therein reflect our opinion and we believe
they are accurate and complete in all material respects.
We hereby consent to the use of our firm name in the Prospectus and to
the filing of this opinion as part of the Prospectus. This consent does not
constitute an admission that we are "experts" within the meaning of such terms
as used in the United States Securities Act of 1933.
Yours very truly,
/s/ PORTER & HEDGES, L.L.P.
Porter & Hedges, L.L.P.
<PAGE> 1
EXHIBIT 23-A
CONSENT OF INDEPENDENT AUDITORS
We consent to the incorporation by reference in Amendment No. 1 to this
Registration Statement of Digicon Inc. on Form S-3 of our reports dated October
12, 1995 (July 15, 1996 as to Note 10, 20 and 21) appearing in the Annual Report
on Form 10-K of Digicon Inc. for the year ended July 31, 1995, as amended by
Form 10-K/A dated June 17, 1996, Form 10-K/A-2 dated July 19, 1996 and Form
10-K/A-3 dated August 20, 1996 and to the reference to us under the heading
"Experts" in the Prospectus, which is part of this Registration Statement.
We consent to the incorporation by reference in Amendment No. 1 to this
Registration Statement of Digicon Inc. on Form S-3 of our report dated March 10,
1995 (which expresses an unqualified opinion and includes an explanatory
paragraph concerning the ability of such entities to continue as a going
concern) on the combined financial statements of DG Seis Overseas Limited and MD
Seis Geophysical Co. Ltd. and Seismic Technology, Inc. as of December 31, 1994
and for the period from April 1, 1994 (date of inception) to December 31, 1994
appearing in Form 10-K/A of Digicon Inc. dated June 17, 1996.
We also consent to the incorporation by reference in Amendment No. 1 to
Registration Statement of Digicon Inc. on Form S-3 of our report dated August
16, 1996 on the financial statements of P. T. Digicon Mega Pratama as of July
31, 1995 and 1994 and for each of the three years in the period ended July 31,
1995 appearing in Form 10-K/A-3 of Digicon Inc. dated August 20, 1996.
DELOITTE & TOUCHE LLP
Houston, Texas
August 28, 1996
<PAGE> 1
EXHIBIT 23-B
CONSENT OF INDEPENDENT ACCOUNTANTS
We hereby consent to the incorporation by reference in the Prospectus
constituting part of this Registration Statement on Form S-3 of our report
dated December 11, 1995 which appears on page F-31 of the Definitive Joint
Management Information Circular and Proxy Statement of Digicon Inc. and Veritas
Energy Services Inc. dated July 19, 1996. We also Consent to the references to
us under the heading "Experts" in such prospectus.
/s/ PRICE WATERHOUSE
PRICE WATERHOUSE
Chartered Accountants
Calgary, Alberta
August 28, 1996
