<PAGE>
Registration No. 33-
--------
As filed with the Securities and Exchange Commission on May 31, 1995
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
------------
FORM S-3
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
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DI INDUSTRIES, INC.
(Exact name of registrant as specified in its charter)
TEXAS 74-2144774
(State of incorporation) (I.R.S. employer identification no.)
450 GEARS ROAD, SUITE 625
HOUSTON, TEXAS 77067
(713) 874-0202
(Address, including zip code, and telephone number, including area code, of
registrant's principal executive offices)
MAX M. DILLARD
DI INDUSTRIES, INC.
450 GEARS ROAD, SUITE 625
HOUSTON, TEXAS 77067
(713) 874-0202
(Name, address, including zip code, and telephone number, including area code,
of agent for service)
Copy to:
DOUGLAS Y. BECH
AKIN, GUMP, STRAUSS, HAUER & FELD, L.L.P.
1900 PENNZOIL PLACE - SOUTH TOWER
HOUSTON, TEXAS 77002
(713) 220-5800
Approximate date of commencement of proposed sale to the public: From time to
time after the effective date of this Registration Statement.
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]
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
===========================================================================================================
TITLE OF EACH CLASS PROPOSED MAXIMUM PROPOSED MAXIMUM
OF SECURITIES TO BE AMOUNT TO BE OFFERING PRICE PER AGGREGATE OFFERING AMOUNT OF
REGISTERED REGISTERED SHARE(1) PRICE (1) REGISTRATION FEE
- -----------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Common Stock, $0.10 par value 4,338,710 $0.9375 $3,796,371 $1,402
===========================================================================================================
</TABLE>
(1) Estimated in accordance with Rule 457 (c) solely for the purpose of
calculating the registration fee.
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 THAT 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 SECTION 8(A), MAY DETERMINE.
================================================================================
<PAGE>
- --------------------------------------------------------------------------------
Information contained herein is subject to completion or amendment. A
registration statement relating to these securities has been filed with the
Securities and Exchange Commission. These securities may not be sold nor may
offers to buy be accepted prior to the time the registration statement
becomes effective. This prospectus shall not constitute an offer to sell or
the solicitation of an offer to buy nor shall there be any sale of these
securities in any State in which such offer, solicitation or sale would be
unlawful prior to registration or qualification under the securities laws of
any such State.
- --------------------------------------------------------------------------------
SUBJECT TO COMPLETION, DATED MAY 31, 1995
PROSPECTUS
__________
4,338,710 SHARES
DI INDUSTRIES, INC.
Common Stock
All of the shares of Common Stock, $0.10 par value ("Common Stock"),
of DI Industries, Inc., a Texas corporation (the "Company"), offered hereby will
be sold by certain shareholders (the "Selling Shareholders"), and the Company
will not receive any of the proceeds from such sales. See "Selling
Shareholders."
The Selling Shareholders may sell the Common Stock offered hereby in
open market or block transactions or otherwise in accordance with the rules of
the American Stock Exchange, or in private transactions, at prices related to
the prevailing market prices or at negotiated prices. The Selling Shareholders
may effect such transactions by selling shares to or through broker-dealers, and
such broker-dealers may receive compensation in the form of discounts,
concessions or commissions from the Selling Shareholders or the purchasers of
shares for whom such broker-dealers may act as agent or to whom they sell as
principal or both. Upon any sale of shares of Common Stock offered hereby, the
Selling Shareholders and participating broker-dealers or selling agents may be
deemed to be "underwriters" as that term is defined in the Securities Act of
1933, as amended (the "Securities Act"), in which event any discounts,
concessions or commissions they receive, which are not expected to exceed those
customary in the types of transactions involved, or any profit on resales of
such Common Stock by them, may be deemed to be underwriting commissions or
discounts under the Securities Act. To the extent required, the specific shares
of Common Stock to be sold, names of the Selling Shareholders, purchase price,
public offering price, the names of any such broker-dealer or selling agent and
any applicable commission or discount with respect to a particular offer will be
set forth in an accompanying Prospectus Supplement. See "Plan of Distribution."
The total costs, fees and expenses incurred in connection with the
registration of shares of Common Stock hereby are estimated to be approximately
$15,600. See "Selling Shareholders."
The Common Stock is listed on the American Stock Exchange under the
symbol "DRL." On May 23, 1995, the last reported sales price of the Common Stock
on the American Stock Exchange was $7/8 per share.
SEE "RISK FACTORS" FOR A DISCUSSION OF CERTAIN FACTORS THAT SHOULD BE CONSIDERED
IN CONNECTION WITH AN INVESTMENT IN THE COMMON STOCK OFFERED HEREBY.
_____________________
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES
AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION NOR HAS THE
SECURITIES AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION
PASSED UPON THE ACCURACY OR ADEQUACY OF THIS PROSPECTUS. ANY
REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.
_____________________
The date of the Prospectus is 1995.
<PAGE>
No dealer, salesman, or any other person has been authorized to give
any information or to make any representations other than those contained or
incorporated by reference in this Prospectus and, if given or made, such
information or representations must not be relied upon as having been authorized
by the Company or any underwriter, dealer, or agent. This Prospectus does not
constitute an offer to sell or a solicitation of an offer to buy Securities by
anyone in any jurisdiction in which the offer or solicitation is not authorized
or in which the person making the offer or solicitation is not qualified to do
so or to any person to whom it is unlawful to make the offer or solicitation.
________________
AVAILABLE INFORMATION
The Company is subject to the information requirements of the
Securities Exchange Act of 1934, as amended (the "Exchange Act"), and in
accordance therewith files reports and other information with the Securities and
Exchange Commission (the "Commission"). Reports, proxy statements and other
information concerning the Company can be inspected and copied at the public
reference facilities maintained by the Commission at its offices at Judiciary
Plaza, 450 Fifth Street, N.W., Washington, DC 20549-1004, as well as the
Regional Offices of the Commission located at 7 World Trade Center, New York, NY
10048 and Northwestern Atrium Center, 500 West Madison Street, Suite 1400,
Chicago, Ill 60661-2511. Copies of such material can be obtained at prescribed
rates from the Public Reference Section of the Commission at its principal
office at Judiciary Plaza, 450 Fifth Street, N.W., Washington, DC 20549-1004.
In addition the Common Stock is listed on the American Stock Exchange and the
Company's registration statements, reports, proxy and information statements and
other information may also be inspected at the offices of the American Stock
Exchange, 86 Trinity Place, New York, NY 10006.
This Prospectus, which constitutes a part of a registration statement
(the "Registration Statement") the Company has filed with the Commission under
the Securities Act, omits certain information set forth in the Registration
Statement. Reference is hereby made to the Registration Statement and to the
exhibits thereto for further information with respect to the Company and the
securities offered hereby. Statements contained herein concerning the
provisions of such documents are necessarily summaries of such documents, and
each such statement is qualified in its entirety by reference to the copy of the
applicable document filed with the Commission. Copies of the Registration
Statement and the exhibits thereto are on file at the Commission's offices and
may be obtained upon payment of the fee prescribed by the Commission, or may be
examined without charge at the Commission's public reference facilities
described above.
INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
The following documents, which have been filed by the Company (File No.
2-44723) with the Commission pursuant to the Exchange Act, are incorporated by
reference and made a part of this Prospectus: (a) the Company's Transition
Report on Form 10-K for the nine month period ended December 31, 1994; (b) the
Company's quarterly report on Form 10-Q for the period ended March 31, 1995;
(c) the Company's Proxy Statement, dated April 17, 1995, relating to the 1994
annual meeting of shareholders; and (d) the description of the Common Stock
contained in the Company's Registration Statement on Form 8-A filed with the
Commission on September 21, 1981. All reports and other documents the Company
files pursuant to Sections 13(a), 13(c), 14, or 15(d) of the Exchange Act after
the date of this Prospectus and prior to the termination of the offering of
Common Stock hereunder shall be deemed to be incorporated by reference into this
Prospectus and to be a part hereof from the filing date of such documents. Any
statement contained in a document incorporated or deemed to be incorporated by
reference herein shall be deemed to be modified or superseded for purposes of
this Prospectus to the extent a statement contained herein, or in any other
subsequently filed document that also is incorporated or is deemed to be
incorporated by reference herein, modifies or supersedes such statement. Any
such statement so modified or superseded shall not be deemed, except as so
modified or superseded, to constitute a part of this Prospectus. Subject to the
foregoing, all information appearing in this Prospectus is qualified in its
entirety by the information appearing in the documents incorporated herein by
reference.
2
<PAGE>
The Company will provide a copy of the documents incorporated by
reference herein (other than exhibits to such documents) without charge to each
person to whom this Prospectus is delivered, upon written or oral request by
such person. Requests should be addressed to: DI Industries, Inc., 450 Gears
Road, Suite 625, Houston, Texas 77067 and the telephone number is (713) 874-
0202.
THE COMPANY
DI Industries, Inc., a Texas corporation, and its subsidiaries (the
"Company"), provide onshore contract drilling and well workover services to
firms in the oil and gas industry in the United States, Argentina, Mexico and
Venezuela. The Company was formed as a Texas corporation in 1980.
The Company's principal office is located at 450 Gears Road, Suite 625,
Houston, Texas 77067 and the telephone number is: (713) 874-0202.
RISK FACTORS
Prospective investors should carefully consider the following factors,
in addition to the other information in this Prospectus, when contemplating an
investment in the Common Stock.
Recent Losses. The Company had net losses in the past two years ended
March 31, 1993 and 1994, the nine month period ended December 31, 1994 and the
three month period ended March 31, 1995. There can be no assurance that the
Company will be profitable in the future.
Control of the Company. The Company's officers and directors or their
affiliates currently beneficially own greater than a majority of the Common
Stock. The holders of a majority of the Common Stock can elect all of the
Company's directors and may approve or disapprove certain fundamental corporate
transactions, including mergers, "going private" transactions and the sale of
substantially all of the Company's assets.
Dependence on Oil and Gas Industry; Industry Conditions. The Company's
current business and operations are substantially dependent upon the condition
of the oil and gas industry and, specifically, the exploration and production
expenditures of oil and gas companies. The demand for well servicing and
workover activities is directly influenced by oil and gas prices, expectations
about future prices, the cost of producing and delivering oil and gas,
government regulations, local and international political and economic
conditions, including the ability of the Organization of Petroleum Exporting
Countries ("OPEC") to set and maintain production levels and prices, the level
of production by non-OPEC countries and the policies of the various governments
regarding exploration and development of their oil and gas reserves. Most of
the Company's equipment is currently in service in United States markets where,
despite occasional upturns, the demand for well servicing and related services
has been severely depressed for most of the last decade due in large part to
prolonged weakness and uncertainty in oil and gas prices. Diminished demand
during this period has led to low day rates and low utilization of available
equipment.
Continuation of uncertainties regarding oil and gas prices could serve
to adversely affect the future level of demand and rates for the Company's
services. Because of these uncertainties, the Company is not able to accurately
predict the future demand or rates for its services.
Competition. Competition is intense in all markets in which the
Company operates, and with respect to certain services or operating regions, a
few competitors have greater access to financial or other resources than the
Company. The domestic onshore well servicing industry is highly fragmented and
is characterized by a few large companies and numerous smaller companies. In
the international markets in which the Company operates, the Company believes
that it has fewer competitors and a greater opportunity to operate under long-
term contracts.
Operating Risks; Insurance. The Company's operations are subject to
the many hazards inherent in the well servicing industry. Performance of the
Company's services requires the use of heavy equipment and exposure to hazardous
conditions, which may subject the Company to liability claims by employees,
customers and third parties. These hazards can cause personal injury or loss of
life, severe damage to or destruction of property and equipment, pollution or
environmental damage and suspension of operations. In certain instances,
contractual
3
<PAGE>
indemnification of customers or others is required of the Company. The Company
maintains workers compensation insurance for its employees and other insurance
coverage for normal business risks, including general liability insurance.
Although the Company believes its insurance coverages to be adequate and in
accordance with industry practice against normal risks in its operations, there
can be no assurance that any such insurance protection will be sufficient or
effective under all circumstances or against all hazards to which the Company
may be subject. The Company has elected not to insure its domestic onshore rigs
against property damage. Because the Company is able to use its fleet of
excess rigs to repair or replace damaged rigs, the Company believes such action
is cost effective. The occurrence of a significant event against which the
Company is not fully insured, or of a number of lesser events against which the
Company is not fully insured, but subject to substantial deductibles, could
materially and adversely affect the Company's operations and financial
condition. Moreover, no assurance can be given that the Company will be able to
maintain adequate insurance in the future at rates or on terms it considers
reasonable or acceptable.
International Operations. An increasingly significant portion of the
Company's revenues are attributable to international operations. Risks
associated with operating in international markets include foreign exchange
restrictions and currency fluctuations, foreign taxation, changing political
conditions and foreign and domestic monetary policies, expropriation,
nationalization, nullification, modification or renegotiation of contracts, war
and civil disturbances or other risks that may limit or disrupt markets. For
example, the Company currently operates in three countries in Latin America,
each of which has experienced major currency fluctuations in the recent past.
The ability of the Company to compete in the international well servicing and
drilling markets may be adversely affected by foreign governmental regulations
that favor or require the awarding of such contracts to local contractors, or by
regulations requiring foreign contractors to employ citizens of, or purchase
supplies from, a particular jurisdiction. No predictions can be made as to what
foreign governmental regulations may be enacted in the future that could be
applicable to the Company's operations.
Governmental Regulation and Environmental Matters. Many aspects of the
Company's operations are affected by domestic and foreign political developments
and are subject to numerous domestic and foreign governmental regulations that
may relate directly or indirectly to the well servicing industry. The
regulations applicable to the Company's operations include certain regulations
controlling the discharge of materials into the environment, requiring removal
and cleanup under certain circumstances or otherwise relating to the protection
of the environment. Laws and regulations protecting the environment have become
more stringent in recent years, and may in certain circumstances impose "strict
liability," rendering a party liable for environmental damage without regard to
negligence or fault on the part of such party. Such laws and regulations may
expose the Company to liability for the conduct of, or conditions caused by,
others, or for acts of the Company which were in compliance with all applicable
laws at the time such acts were performed. The application of these
requirements or the adoption of new requirements could have a material adverse
effect on the Company. In addition, the modification of existing laws or
regulations or the adoption of new laws or regulations curtailing exploratory or
development drilling for oil and gas for economic, environmental or other
reasons could have a material adverse effect on the Company's operations by
limiting future well servicing opportunities.
Restrictions Due to High Leverage. The Company has been and will
continue to be in the foreseeable future, highly leveraged. The Company's debt
agreements contain various restrictive covenants and maintenance requirements.
The Company's leverage will have important consequences to investors,
including the following: (i) a substantial portion of the Company's cash flow
from operations will be dedicated to the payment of the Company's debt service
obligations; (ii) the Company's high degree of leverage will make it more
vulnerable to downward swings in oil and gas prices; and (iii) the Company may
be more highly leveraged and pay higher interest rates than other companies in
its industry, which may place it at a competitive disadvantage. If, and to the
extent, the Company requires additional financing in the future for working
capital, capital expenditures or other purposes, the Company's leverage may
impair its ability to obtain such additional financing.
Possible Issuance of Preferred Stock. The Company's Articles of
Incorporation authorize the issuance of 1,000,000 shares of "blank check"
preferred stock, par value $1.00 per share ("Preferred Stock") with such
designations, rights and preferences as may be determined from time to time by
the Board of Directors. The Company has 200,000 shares of Series A Preferred
Stock authorized and has issued 190,000 shares of such stock in connection with
certain acquisitions that it has made. Because the Board of Directors is
empowered to issue Preferred Stock with such preferences and rights as it
determines, it may afford the holders of any series of Preferred Stock
preferences, rights or voting powers superior to the holders of Common Stock.
Although the
4
<PAGE>
Company has no current intention to issue any more shares of Preferred Stock,
there can be no assurance that the Company will not do so in the future. See
"Description of Capital Stock -- Preferred Stock."
Absence of Dividends. The Company has not paid cash dividends on the
Common Stock and does not intend to pay dividends in the foreseeable future. In
addition, the Company's ability to pay dividends is restricted under its debt
agreements.
PLAN OF DISTRIBUTION
It is anticipated that the Selling Shareholders may sell the shares of
Common Stock offered hereby in open market or block transactions or otherwise in
accordance with the regulations of the American Stock Exchange, or in private
transactions, at prices related to prevailing market prices or at negotiated
prices. The methods by which the shares offered hereby may be sold include (a)
a block trade attempt (which may involve crosses) in which the broker or dealer
so engaged will attempt to sell securities as agent but may position and resell
a portion of the block as principal to facilitate the transaction; (b) purchases
by a broker or dealer as principal and resale by such broker or dealer for its
account; (c) exchange distributions and/or secondary distributions in accordance
with the rules of the American Stock Exchange; (d) ordinary brokerage
transactions and transactions in which the broker solicits purchases; and (e)
privately negotiated transactions.
Upon any sale of the shares of Common Stock offered hereby, the Selling
Shareholders and participating broker-dealers or selling agents may be deemed to
be "underwriters" as that term is defined in the Securities Act, in which event
any discount, concessions, or commissions they receive, which are not expected
to exceed those customary in the types of transactions involved, or any profit
on resales of such Common Stock by them, may be deemed to be underwriting
commissions or discounts under the Securities Act. The Company will not receive
any of the proceeds from the sale by Selling Shareholders of the shares offered
hereby.
There is no assurance that the Selling Shareholders will sell any or
all of the shares offered hereby.
SELLING SHAREHOLDERS
The following table reflects the beneficial ownership of the Common
Stock as of April 10, 1995 with respect to each Selling Shareholder.
<TABLE>
<CAPTION>
BENEFICIAL OWNERSHIP BENEFICIAL OWNERSHIP
NAME BEFORE OFFERING AFTER OFFERING
SHARES TO BE
NUMBER PERCENT SOLD NUMBER PERCENT
<S> <C> <C> <C> <C> <C>
Spinnaker Investor Partners, L.P. 3,254,557 8.4% 3,254,557 0 0%
Spinnaker Partners 839,883 2.2% 839,883 0 0%
Hamilton Robinson & Company, 244,270 .6% 244,270 0 0%
Incorporated Managed Account No. 1
Total 4,338,710 11.2% 4,338,710 0 0%
</TABLE>
Other than Mr. Robinson, a director of the Company, who is an executive
officer of Hamilton Robinson & Company Incorporated, none of the Selling
Shareholders nor any of their executive officers have held any position, office
or had any other material relationship with the Company or its affiliates in the
past three years.
5
<PAGE>
DESCRIPTION OF CAPITAL STOCK
Common Stock. Under the Company's Articles of Incorporation, as
amended, a copy of which has been filed as an exhibit to the Registration
Statement, the Company is authorized to issue 75,000,000 shares of Common Stock,
par value $.10 per share. Authorized shares of Common Stock may be issued from
time to time, without further action by the shareholders, for such consideration
as may be fixed by the Board of Directors in compliance with the laws of the
State of Texas. The outstanding shares of Common Stock are fully paid and non-
assessable.
Holders of the Common Stock are entitled to one vote for each share
held on each matter submitted to a vote of shareholders. The Common Stock does
not have cumulative voting rights. Shareholders have no pre-emptive or other
rights to acquire or subscribe to any Common Stock or any obligations of the
Company convertible into Common Stock. Holders of Common Stock are entitled to
receive such dividends as may be declared by the Board of Directors from time to
time pursuant to, and in compliance with, the laws of the State of Texas and, on
liquidation of the Company, to share ratably in any assets available for
distribution to shareholders. The Company has never paid dividends on its
Common Stock and has no plans to pay dividends on its Common Stock in the
foreseeable future. Additionally, the Company's current loan agreements
prohibit the payment of dividends on the Common Stock.
American Stock Transfer & Trust Company is the transfer agent and the
registrar for the Common Stock.
Preferred Stock. Under the Company's Articles of Incorporation, the
Company is authorized to issue 1,000,000 shares of Preferred Stock, par value
$1.00 per share (the "Preferred Stock"). The shares of Preferred Stock may be
issued in one or more series as determined by the Company's Board of Directors.
With respect to each series of Preferred Stock, the Board of Directors has the
authority to determine the number of shares in such series, voting rights,
dividend rate, voluntary and involuntary liquidation preferences, rights and
terms of redemption, sinking fund requirements and conversion rights, if any.
The shares of Preferred Stock may be issued at any time by the Company's Board
of Directors without action by the Company's shareholders. Currently, the
Company has 200,000 shares of Series A Preferred Stock authorized of which
190,000 shares (the "Series A Preferred") the Company has issued to various
persons in connection with the transactions discussed below. The Company's Board
of Directors has no current intention of causing the Company to issue any
further shares of Preferred Stock.
The following description of the Series A Preferred is qualified in
its entirety by reference to the certificate of designations with respect to the
Series A Preferred which is contained in the Company's Articles of
Incorporation. The Company has issued the Series A Preferred in connection with
the Company's purchase of certain stock and assets (the "Venezuela Operations")
from various entities including certain assets of An-Son Drilling Co. of
Columbia S.A. and the stock of Perforaciones Andinas S.A., and P.A.P.
Tratamiento Y Perforaciones De Pozos S.A. The Series A Preferred has a
liquidation preference and a redemption price of $10 per share (as adjusted, the
"Redemption Price") which may be reduced in connection with any indemnification
claims the Company may make against the holders of the Series A Preferred
pursuant to the purchase agreement by which the Venezuela Operations were
purchased. A portion, the size of which is based on the available cash flow of
the Venezuela Operations, of the Series A Preferred will be mandatorily redeemed
75 days after each calendar quarter. On the date that is five years after the
date of issuance of the Series A Preferred, the holders of the Series A
Preferred will have the right to require the Company to purchase the outstanding
Series A Preferred at the Redemption Price. Conversely, the Company at the Board
of Directors' option may at any time redeem up to 50% of the outstanding Series
A Preferred for the Redemption Price.
For one year from the date of issuance, each share of Series A
Preferred is convertible at the option of the holders thereof into eight shares
of Common Stock, subject to customary anti-dilution provisions. However, upon
notice of any Series A Preferred shareholder's desire to convert his shares, the
Company may redeem up to 50% of such shares by paying the Redemption Price
thereof in cash. If the Company exercises its right to mandatorily redeem 50%
of the Series A Preferred, the holders thereof will have the right to convert
50% of their Series A Preferred into Common Stock on the basis of eight shares
of Common Stock for each share of Series A Preferred, subject to customary anti-
dilution provisions.
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<PAGE>
Except as otherwise required by the Texas Business Corporation Act and
the Company's Articles of Incorporation, the holders of the Series A Preferred
have no right to vote on any matter to be voted on by the Company's
shareholders.
The further issuance of the Preferred Stock could decrease the amount
of earnings and assets available for distribution to holders of Common Stock or
adversely affect the rights and powers, including voting rights, of the holders
of Common Stock. The issuance of the Preferred Stock could also have the effect
of delaying, deferring or preventing a change in control of the Company without
further action by the shareholders.
LEGAL MATTERS
The validity of the shares of Common Stock offered hereby will be
passed upon for the Company by Akin, Gump, Strauss, Hauer & Feld, L.L.P.,
Houston, Texas.
EXPERTS
The financial statements and the related financial statement schedule
incorporated by reference in this Prospectus and elsewhere in the Registration
Statement have been audited by Deloitte & Touche LLP, independent public
accountants, as indicated in their report with respect thereto, and is included
in reliance upon such report given upon their authority as Experts in accounting
and auditing.
7
<PAGE>
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No dealer, sales representative, or any other person has been
authorized to give any information or to make any representations in connection
with this offering other than those contained in this Prospectus and, if given
or made, such information or representations must not be relied upon as having
been authorized by the Company or by any agent. This Prospectus does not
constitute an offer to sell, or a solicitation of an offer to purchase, any
securities other than the securities to which it relates or an offer to or a
solicitation of any person in any jurisdiction where such an offer or
solicitation would be unlawful. Neither the delivery of this Prospectus nor any
sale made hereunder shall, under any circumstances, create any implication that
there has been no change in the affairs of the Company since the date hereof or
that the information contained herein is correct as of any time subsequent to
the date hereof.
____________
TABLE OF CONTENTS
<TABLE>
<CAPTION>
Page
Prospectus
<S> <C>
Available Information............... 1
Incorporation of Certain Documents
by Reference...................... 1
The Company......................... 2
Investment Considerations........... 2
Plan of Distribution................ 3
Selling Shareholders................ 4
Description of Capital Stock........ 4
Legal Matters....................... 5
Experts............................. 5
</TABLE>
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4,338,710 SHARES
DI INDUSTRIES, INC.
COMMON STOCK
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<PAGE>
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
Item 14. 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 are estimates.
<TABLE>
<CAPTION>
Item Amount
---- --------
<S> <C>
SEC registration fee............................. $ 100
Legal fees and expenses.......................... 12,000
Accounting fees and expenses..................... 500
Printing expenses................................ 0
Fees and expenses for qualification under
state securities laws (including legal fees).. 3,000
Miscellaneous.................................... 0
Total......................................... 15,600
</TABLE>
Item 15. Indemnification of Directors and Officers.
-----------------------------------------
As permitted by the Texas General Corporation Law, the Registrant's
Amended and Restated By-Laws provide 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.
Furthermore, the Registrant's Restated Certificate of Incorporation eliminates
the liability of directors of the Registrant, under certain circumstances, to
the maximum extent permitted by the Texas General Corporation Law.
Item 16. Exhibits.
--------
(a) Exhibits
*5.1 Legal Opinion of Akin, Gump, Strauss, Hauer & Feld, L.L.P.,
regarding legality of securities being registered.
23.1 Consent of Deloitte & Touche, LLP
23.2 Consent of Akin, Gump, Strauss, Hauer & Feld, L.L.P. (to be
included in Exhibit 5.1).
24.1 Power of Attorney (set forth on page II-3).
- --------------------
* To be filed by amendment
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 the Registrant's directors, officers and controlling
persons 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. If 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
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<PAGE>
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 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.
(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.
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<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, 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 and State of
Texas on May 31, 1995.
DI INDUSTRIES, INC.
/s/ Max M. Dillard
By: ______________________________________________
Max M. Dillard
President, Chief Executive Officer, and
Chairman of the Board of Directors
POWER OF ATTORNEY
Each of the undersigned hereby appoints Max M. Dillard as attorney and
agent for the undersigned, with full power of substitution, for and in the name,
place and stead of the undersigned, to sign and file with the Securities and
Exchange Commission under the Securities Act of 1933 any and all amendments and
exhibits to this Registration Statement and any and all applications,
instruments and other documents to be filed with the Securities and Exchange
Commission pertaining to the registration of the securities covered hereby, with
full power and authority to do and perform any and all acts and things
whatsoever requisite or desirable.
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed below by the following persons and in the
capacities indicated on the 31st of May, 1995.
Name Title
---- -----
/s/ Max M. Dillard President, Chief Executive Officer, and
- -------------------------- Chairman of the Board of Directors (Principal
Max M. Dillard Executive Officer)
/s/ Douglas Y. Bech Director
- --------------------------
Douglas Y. Bech
/s/ Michael J. Delouche Director
- --------------------------
Michael J. Delouche
/s/ C. Wayne Nance Director
- --------------------------
C. Wayne Nance
/s/ Hamilton Robinson, Jr. Director
- --------------------------
Hamilton Robinson, Jr.
Director
- --------------------------
Kristian Siem
/s/ William C. Walker Director
- --------------------------
William C. Walker
/s/ Bill R. Merchant Chief Accounting Officer (Principal Accounting
- -------------------------- Officer)
Bill R. Merchant
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INDEPENDENT AUDITORS' CONSENT
We consent to the incorporation by reference in this Registration Statement of
DI Industries, Inc. on Form S-3 of our report dated March 28, 1995, appearing in
the Transition Report on Form 10-K of DI Industries, Inc. for the nine months
ended December 31, 1994 and to the reference to us under the heading "Experts"
in the Prospectus, which is part of this Registration Statement.
DELOITTE & TOUCHE LLP
Houston, Texas
May 25, 1995
