Registration No. 333-
--------
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
Form S-3
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
SEITEL, INC.
(Exact name of Registrant as specified in its charter)
Delaware 76-0025431
(State or other jurisdiction of (I.R.S. Employer Identification Number)
incorporation or organization)
50 Briar Hollow Lane
West Building, 7th Floor
Houston, Texas 77027
(713) 627-1990
(Address, including zip code, and telephone number, including
area code, of Registrant's principal executive offices)
Paul A. Frame, President
SEITEL, INC.
50 Briar Hollow Lane
West Building, 7th Floor
Houston, Texas 77027
(713) 627-1990
(Name, address, including zip code, and telephone number,
including area code, of agent for service)
Please address a copy of all communications to:
William Mark Young, Esq.
GARDERE WYNNE SEWELL & RIGGS, L.L.P.
333 Clay Avenue, Suite 800
Houston, Texas 77002-4086
Approximate date of commencement of proposed sale of the securities 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 ]
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. [ ]
Page 1 of 19
<PAGE>
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.[ ]
<TABLE>
<CAPTION>
CALCULATION OF REGISTRATION FEE
=================================================================================================================
<S> <C> <C> <C> <C>
| | | Proposed Maximum | Proposed Maximum | Amount of |
| Title of Each Class of | Amount to be | Offering Price | Aggregated Offering | Registration |
| Securities to be Registered | Registered | Per Unit (1)<F1> | Price (1)<F1> | Fee |
|================================|=================|=====================|=======================|==============|
| Common Stock, $0.01 par value | 132,075 | $29.813 | $3,937,486 | $1,375 |
=================================================================================================================
<FN>
<F1> (1) Estimated solely for the purpose of calculating the registration fee
pursuant to Rule 457(c) on the basis of the average of the high and
low prices of the Common Stock as reported by the New York Stock
Exchange on July 29, 1996.
</FN>
</TABLE>
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 this Registration Statement shall become
effective on such date as the Commission, acting pursuant to said Section 8(a),
may determine.
Page 2 of 19
<PAGE>
PROSPECTUS
SEITEL, INC.
132,075 Shares Common Stock
The 132,075 shares (the "Shares") of Seitel, Inc. (the "Company") Common
Stock, par value $0.01 per share (the "Common Stock") offered hereby are being
offered for sale by the holders of the Shares named herein under the heading
"Selling Stockholders" (the "Selling Stockholders") and are described herein
under the heading "Common Stock Offered by Selling Stockholders." The Company
will not receive any of the proceeds from the sale of the Shares by the Selling
Stockholders. See "Use of Proceeds." The outstanding Common Stock of the
Company, including the Common Stock offered hereby, is listed on the New York
Stock Exchange (the "NYSE") under the symbol "SEI." On July 29, 1996, the last
reported sale price of the Common Stock on the NYSE was $30.125 per share.
The Selling Stockholders may sell the Shares from time to time directly or
indirectly, through agents designated from time to time, in one or more open
market transactions, including block trades, on the NYSE, in negotiated
transactions or in a combination of any such methods of sale or through dealers
or underwriters also to be designated, on terms to be determined at the time of
sale. The Selling Stockholders and any such underwriters, dealers or agents that
participate in the distribution of the Shares may be deemed to be underwriters,
and any profit on the sale of the Shares by them and any discounts, commissions
or concessions received by any such underwriters, dealers or agents might be
deemed to be underwriting discounts and commissions under the Securities Act. To
the extent required, the specific Shares to be sold, the name of the Selling
Stockholders, purchase price, public offering price, the name of any such agent,
dealer or underwriter, and any applicable commission or discount with respect to
the particular offer will be set forth in an accompanying prospectus supplement.
See "Plan of Distribution."
See "Risk Factors" beginning on page 3 of this Prospectus for certain
considerations relevant to an investment in the Common Stock.
================================================================================
Price to Public Discounts Proceeds to Company
or Other Persons
- --------------------------------------------------------------------------------
Per Share... (1) (2) (3)
- --------------------------------------------------------------------------------
Total (4)... (1) (2) (3)
================================================================================
(1) The Selling Stockholders may from time to time effect the sale of their
Shares at prices and at terms then prevailing or at prices related to the
then-current market price.
(2) The Selling Stockholders may pay regular brokers' commissions in cash at
the time(s) of the sale of their Shares.
(3) The Company will not receive any proceeds from the sales of the Shares to
which this Prospectus relates. The Selling Stockholders will receive
proceeds based on the sale price of the Shares at the time(s) of sale.
(4) Without deduction of expenses for the offering (all of which will be paid
by the Company), estimated to be approximately $8,375.
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 this Prospectus is , 1996
-----------
Page 3 of 19
<PAGE>
AVAILABLE INFORMATION
The Company is subject to the informational requirements of the Securities
Exchange Act of 1934, as amended (the "Exchange Act"), and in accordance
therewith files reports, proxy statements and other information with the
Securities and Exchange Commission (the "Commission"). The reports, proxy
statements and other information filed by the Company with the Commission can be
obtained by mail from the Public Reference Section of the Commission at
Judiciary Plaza, 450 Fifth Street, Room 1024, Washington, D.C. 20549, at
prescribed rates. In addition, such reports, proxy statements and information
may be inspected and copied at the aforementioned public reference facility and
at the Commission's regional offices at Citicorp Center, 500 West Madison
Street, Suite 1400, Chicago, Illinois 60661-2511, and at 7 World Trade Center,
13th Floor, New York, New York 10048. The Commission maintains a world wide web
site on the Internet at http://www.sec.gov that contains reports, proxy and
information statements and other information regarding registrants that file
electronically with the Commission. Such reports, proxy statements and other
information may also be inspected at the offices of the NYSE, 20 Broad Street,
New York, New York 10005.
This Prospectus constitutes a part of a registration statement on Form S-3
filed by the Company with the Commission under the Securities Act of 1933, as
amended (the "Securities Act"). As permitted by the rules and regulations of the
Commission, this Prospectus omits certain of the information contained in the
Registration Statement, and reference is hereby made to the Registration
Statement and related exhibits for further information with respect to the
Company and the Common Stock offered hereby. Statements contained herein
concerning the provisions of any documents filed as exhibits to the Registration
Statement, incorporated by reference herein or otherwise filed with the
Commission are not necessarily complete, and in each instance reference is made
to the copy of such document so filed. Each such statement is qualified in its
entirety by such reference.
INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
The following documents have been filed by the Company with the Commission
and are hereby incorporated by reference into this Prospectus:
(1) the Annual Report of the Company on Form 10-K for the year ended
December 31, 1995, as amended by Form 10-K/A dated April 26, 1996, as filed
with the Commission on April 29, 1996;
(2) the Quarterly Report of the Company on Form 10-Q for the period
ended March 31, 1996;
(3) the Company's Proxy Statement for the Annual Meeting of
Stockholders held on July 25, 1996;
(4) the current reports of the Company on Form 8-K dated January 2,
1996, April 10, 1996 and June 24, 1996, as filed with the Commission on
January 12, 1996, April 16, 1996 and July 9, 1996, respectively; and
(5) the registration statement of the Company on Form 8-A, dated March
27, 1991 (file no. 0-14488) relating to the Common Stock.
All documents filed by the Company pursuant to Section 13(a), 13(c), 14 or
15(d) of the Exchange Act subsequent to the date of this Prospectus and prior to
the termination of the offering of the Common Stock contemplated hereby shall be
deemed to be incorporated by reference into this Prospectus and made a part
hereof from the respective dates of filing of such documents. Any statement
contained herein, or in a document incorporated or deemed incorporated by
reference herein, shall be deemed to be modified or superseded for purposes of
the Registration Statement and this Prospectus to the extent that a statement
contained herein or in any subsequently filed document which also is or is
deemed to be incorporated herein modifies or supersedes such statement. Any such
statements so modified or superseded shall not be deemed, except as so modified
or superseded, to constitute a part of the Registration Statement or this
Prospectus.
Copies of the above documents (other than exhibits to such documents,
unless such exhibits are specifically incorporated by reference into such
documents) may be obtained upon written or oral request without charge from the
Company, 50 Briar Hollow Lane, West Building, 7th Floor, Houston, Texas 77027
(telephone number (713) 627-1990), Attention: Ms. Debra Valice.
Page 4 of 19
<PAGE>
RISK FACTORS
Prospective purchasers of the Common Stock should carefully consider, in
addition to the other information contained in this Prospectus and any
accompanying Prospectus Supplement, the following risk factors.
Competition. Competition in the seismic data acquisition and resale
industry and in the oil and gas exploration and production industry is intense.
A number of independent oil-service companies create and market seismic data,
and numerous oil and gas companies create seismic data and maintain their own
seismic data banks. Due to difficult industry conditions in recent years, the
number of independent seismic companies has decreased, and oil and gas companies
have acquired an increasing portion of their seismic data from outside sources,
including the Company. In the oil and gas exploration and production business,
there are numerous oil and gas companies competing for the acquisition of
mineral properties. Although the Company has significant operating history in
its seismic data licensing operations, it has limited operating history in
seismic data acquisition and oil and gas exploration. Some of the Company's
competitors have longer operating histories, greater financial resources and
larger sales volumes than the Company. Although the Company believes that its
fully-integrated seismic resources and technical, geophysical and marketing
expertise will allow it to compete effectively in both the seismic data industry
and the oil and gas exploration and development industry, there can be no
assurance that this will be the case.
Industry Conditions. Demand for the Company's seismic data services depends
primarily upon the level of spending by oil and gas companies for exploration,
production and development activities. These spending levels tend to increase
and decrease with increases and decreases in the commodity prices for oil and
gas, so that demand for the Company's seismic data services is affected to some
degree by market prices for natural gas and crude oil, which have historically
been very volatile. Revenues generated by the Company's oil and gas exploration
and development business increase and decrease with increases and decreases in
the market prices of oil and gas. A substantial or extended decline in oil and
gas prices could have a material adverse effect on the Company's financial
position. In addition, if oil and gas prices decrease materially, the Company
may be unable to find partners willing to pay the relatively high costs of
exploration and development and grant the Company an interest in production in
exchange for seismic data. Further, as high quality 3D data becomes more widely
available from other sources, the Company may be unable to obtain the same level
of working interests in oil and gas properties in exchange for use of its 3D
data. Also, other factors beyond the Company's control may affect its oil and
gas operations. These factors include the level of supply of natural gas and
oil, the availability of adequate pipeline and other transportation and
processing facilities and the marketing of competitive fuels. See also
"Compliance with Governmental Regulations."
Operating Risks. The Company's seismic data acquisition activities are
subject to the general risks incident to seismic data acquisition activities,
including the use of explosives, which subject personnel to risk of injury due
to accidental explosions resulting from the mishandling of equipment and
supplies, and environmental claims. The Company operates in areas of difficult
terrain, such as in marshes and swamps, that can pose risks to personnel and
equipment. The Company has not experienced any material losses or environmental
claims to date, but there can be no assurance that it will not experience such
losses or claims in the future. To the extent available, the Company maintains
general liability insurance coverage against these potential claims, the nature
and amount of which the Company believes to be customary in the industry. There
can be no assurance that adequate insurance will be available in the future, or
that the Company will be able to maintain adequate insurance on terms and
conditions it finds acceptable.
Page 5 of 19
<PAGE>
The Company's oil and gas operations are subject to hazards incident to the
drilling of oil and gas wells, such as cratering, explosions, uncontrollable
flows of oil, gas or well fluids, fires, pollution, or other environmental
risks, as well as to the risk that no commercially productive natural gas or oil
reserves will be encountered. Some of these hazards can cause personal injury
and loss of life, severe damage to and destruction of property and equipment,
environmental damage and suspension of operations. In addition, the cost of
drilling, completing and operating wells is often uncertain, and drilling
operations may be curtailed, delayed or cancelled as a result of a variety of
factors, including unexpected drilling conditions, pressure or irregularities in
formations, equipment failures or accidents, weather conditions and shortages or
delays in the delivery of equipment. These risks are typically shared by the
Company and its petroleum company partners. The Company also seeks to reduce dry
hole risks by utilizing 3D seismic data, where deemed appropriate, to assist in
the determination of where to drill. However, since the Company does not act as
operator in its oil and gas drilling business, it is dependent upon its
petroleum company partners to conduct operations in a manner so as to minimize
these operating risks. In accordance with industry practice, the Company
maintains insurance against some, but not all, of these operating risks. There
can be no assurance that adequate insurance will be available in the future, or
that the Company will be able to maintain adequate insurance on terms and
conditions it finds acceptable. As a result of the risks inherent in oil and gas
operations, there can be no assurance as to the success of the Company's oil and
gas exploration, development and production activities.
Holding Company Structure. The Company has no operations or significant
assets other than through its ownership of the capital stock of its
subsidiaries. Dividends and other permitted payments from such subsidiaries will
be the primary source of funds to pay dividends on the Common Stock. The rights
of the Company and its creditors to participate in the assets of any subsidiary
upon the latter's liquidation or reorganization will be subject to the prior
claims of the subsidiary's creditors except to the extent that the Company may
itself be a creditor with recognized claims against the subsidiary.
Dependence on Key Personnel. The Company's operations are dependent upon a
relatively small group of management and technical personnel. The loss of one or
more of these individuals could have a material adverse effect on the Company.
The Company utilizes equity ownership and other incentives to attract and retain
its employees. In addition, the Company's President and Chief Executive Officer,
Paul A. Frame, Executive Vice President and Chief Operating Officer, Horace A.
Calvert, and Senior Vice President-Finance and Chief Financial Officer, Debra D.
Valice, all have employment agreements with the Company.
Geographic Concentration of Operations. Most of the Company's seismic data
in its seismic data library, as well as most of the Company's existing interests
in oil and gas properties, are located along the coast and offshore in the U.S.
Gulf of Mexico. Because of this concentration, any regional events that increase
costs, reduce availability of equipment or supplies, reduce demand or limit
production will impact the Company more adversely than if the Company were more
geographically diversified.
Page 6 of 19
<PAGE>
Compliance with Governmental Regulations. The oil and gas industry in
general is subject to extensive governmental regulation, which may be changed
from time to time in response to economic or political conditions. In
particular, oil and gas exploration and production is subject to federal and
state regulations governing environmental quality and pollution control, state
limits on allowable rates of production by well or proration unit, and other
similar regulations. State and federal regulations generally are intended to
prevent waste of natural gas and oil, protect rights to produce natural gas and
oil between owners in a common reservoir, control the amount of natural gas and
oil produced by assigning allowable rates of production and control
contamination of the environment. Also, the Company believes that the trend
toward more expansive and stricter environmental laws and regulations will
continue. The implementation of new, or the modification of existing, laws or
regulations affecting the oil and gas industry could have a material adverse
impact on the Company.
Shares Eligible for Future Sale. No prediction can be made as to the
effect, if any, that future sales of shares of the Company's capital stock, or
the availability of shares of capital stock for future sale will have on the
market price of such stock prevailing from time to time. Almost all of the
1,876,388 shares of Common Stock currently held by or issuable pursuant to
options, warrants and other rights granted prior to the date hereof and
exercisable within 60 days of the date hereof to the Company's directors and
executive officers are eligible for sale currently or immediately upon exercise.
Sales of substantial amounts of Common Stock (including shares issued upon the
exercise of stock options or warrants), or the perception that such sales could
occur, could adversely affect prevailing market prices for the Common Stock.
DISCLOSURE REGARDING FORWARD-LOOKING INFORMATION
This Prospectus includes "forward-looking statements" within the meaning of
Section 27A of the Securities Act and Section 21E of the Exchange Act. All
statements other than statements of historical facts included in this
Prospectus, including without limitation, statements regarding the Company's
financial position, business strategy, budgets, plans and objectives of
management for future operations are forward-looking statements. Although the
Company believes that the expectations reflected in such forward-looking
statements are reasonable, it can give no assurance that such expectations will
prove to have been correct. Important factors that could cause actual results to
differ materially from the Company's expectations ("Cautionary Statements") are
disclosed under "Risk Factors" and elsewhere in this Prospectus. All subsequent
written and oral forward-looking statements attributable to the Company, or
persons acting on its behalf, are expressly qualified in their entirety by the
Cautionary Statements.
THE COMPANY
The Company and its subsidiaries, located in Houston, Texas, are a leading
provider of seismic data and related geophysical services and expertise to the
petroleum industry. The Company has evolved into a diversified energy concern
with several niche operations, including one of the largest independent seismic
data libraries in the United States; three-dimensional seismic data acquisition,
processing and interpretation technology; and direct participation in
exploration, development and ownership of natural gas and crude oil reserves.
Page 7 of 19
<PAGE>
Since its inception in 1982, the Company has been engaged in the
development of a proprietary library of seismic data, created by both the
Company and others. The Company's seismic data library is owned and marketed by
Seitel Data, Ltd., a Texas limited partnership of which wholly-owned Seitel
subsidiaries constitute all of the limited and general partners. Seitel Data,
Ltd. markets the data library, which consists of both two-dimensional ("2D") and
three-dimensional ("3D") data, to oil and gas companies under license
agreements. Seismic surveys and the analysis of seismic data for the
identification and definition of underground geological structures are principal
techniques used in oil and gas exploration and development to determine the
existence and location of subsurface hydrocarbons.
Through its wholly-owned subsidiary, Seitel Geophysical, Inc., the Company
conducts advanced 3D land seismic crew operations. These seismic crews acquire
data for the Company's seismic data library, for third parties, and for the
Company's oil and gas exploration subsidiary, DDD Energy, Inc. The Company
operates two 1500-channel telemetric systems to record the 3D surveys that the
Company is conducting in the difficult marsh/swamp and transition-zone areas
onshore in the U.S. Gulf Coast region. Most seismic recording equipment use
cables to transmit data and do not operate as efficiently in wetland areas as
telemetry-based seismic systems like those used by the Company, which use radio
signals for data transmission. The Company also operates an in-house seismic
data processing center in order to accommodate the Company's 3D surveys. This
processing center, located at the Company's Houston headquarters, features
sophisticated computer hardware and software designed specifically to process 3D
seismic data and is used primarily by the Company's oil and gas exploration and
production subsidiary, DDD Energy, Inc.
In July, 1996, the Company acquired 50% of the outstanding shares of Energy
Research International ("ERI"), a Cayman Island corporation and the parent
corporation of Horizon Exploration Limited and Horizon Seismic, Inc. (the
"Horizon Companies"). The Horizon Companies currently operate five seismic
vessels capable of conducting advanced 3D offshore seismic surveys. The Horizon
Companies conduct operations primarily in the North Sea and the U.S. Gulf of
Mexico.
The Company's integrated operations include its large 2D and 3D seismic
library, seismic recording systems and crews geared specifically to conduct
onshore and, through the Horizon Companies, offshore 3D surveys, the seismic
data processing center and computer software, and the Company's geophysical
application experience in interpreting 3D data.
In March 1993, the Company formed DDD Energy, Inc. ("DDD Energy"), a
wholly-owned subsidiary, to participate directly in petroleum exploration,
development and ownership of hydrocarbon reserves through cost and revenue
sharing relationships with oil and gas producers. The Company's objective is to
participate through DDD Energy in exploration and development programs which
combine the Company's 3D and 2D seismic resources and related geophysical
technologies with the geology and engineering expertise and land positions of
selected petroleum producers.
USE OF PROCEEDS
The Company will not receive any part of the proceeds from the sale of the
Shares by the Selling Stockholders. All proceeds from the sale of the Shares
will be received by the Selling Stockholders.
HORIZON ACQUISITION
Horizon Acquisition. On July 3, 1996, the Company entered into an agreement
with, among others, the Selling Stockholders whereby such Selling Stockholders
sold an aggregate of 50% of the outstanding shares of ERI to the Company in
exchange for the Company issuing the Shares to the Selling Stockholders (the
"Acquisition"). Each Selling Stockholder received one-third of the Shares.
Registration Rights. In connection with the Acquisition, the Company agreed
to register the sale by the Selling Stockholders of the Shares under applicable
Federal securities laws and to maintain the applicable registration in effect
until the sooner of (1) July 3, 1998, (2) such shorter period when the Selling
Stockholders may sell the Shares under Rule 144, or (3) when the Selling
Stockholders have sold all of the Shares.
Page 8 of 19
<PAGE>
COMMON STOCK OFFERED BY SELLING STOCKHOLDERS
This Prospectus covers offers from time to time by the Selling Stockholders
of the Shares. Set forth below is the name of each Selling Stockholder, the
number of shares of Common Stock owned of record by each Selling Stockholder as
of the date of this Prospectus, the number of shares of Common Stock which may
be offered by the Selling Stockholder pursuant to this Prospectus, and the
number of shares of Common Stock and percentage of the class of Common Stock to
be owned by each Selling Stockholder upon completion of the offering if all
Shares are sold. Any or all of the Shares registered hereunder may be offered
for sale by the Selling Stockholders from time to time.
<TABLE>
<CAPTION>
SELLING STOCKHOLDERS
Shares Owned Prior to Shares Registered Shares Owned After the Percent of Class
Selling Stockholder the Offering(1)<F2> Hereunder Offering(2)<F3> After the Offering(2)<F3>
============================= ======================= ===================== ======================== =======================
<S> <C> <C> <C>
Oliveira Limited 44,025 44,025 -0- *<F1>
Dormera Limited 44,025 44,025 -0- *<F1>
Balmedie Limited 44,025 44,025 -0- *<F1>
============================= ======================= ===================== ======================== =======================
<FN>
<F1>* Less than 1%.
<F2> (1) Assuming no other disposition or acquisition of Common Stock.
<F3> (2) Assuming no other disposition or acquisition of Common Stock and all
Shares included herein are sold.
</FN>
</TABLE>
All of the outstanding shares of Oliveira Limited are owned by Gerald
Harrison, a director of ERI and the President of the Horizon Companies. All of
the outstanding shares of Dormera Limited are owned by George Purdie, a director
of ERI and the Vice President - Operations of the Horizon Companies. All of the
outstanding shares of Balmedie Limited are owned by Neil Campbell, a director of
ERI and the Chief Financial Officer of the Horizon Companies.
Page 9 of 19
<PAGE>
PLAN OF DISTRIBUTION
The Shares may be sold from time to time in one or more transactions at a
fixed offering price, which may be changed, or at varying prices determined at
the time of sale or at negotiated prices. Any or all of the Shares may be sold
to purchasers directly by the Selling Stockholders in one or more open market
transactions, including block trades, on the New York Stock Exchange, in
negotiated transactions or in a combination of any such methods of sale.
Alternatively, the Selling Stockholders may from time to time offer the Shares
through underwriters, dealers or agents, who may receive compensation in the
form of underwriting discounts, concessions or commissions from the Selling
Stockholders or the purchasers of the Shares for whom they may act as agent. The
Selling Stockholders and any such underwriters, dealers or agents that
participate in the distribution of the Shares may be deemed to be underwriters,
and any profit on the sale of the Shares by them and any discounts, commissions
or concessions received by any such underwriters, dealers or agents might be
deemed to be underwriting discounts and commissions under the Securities Act. At
the time a particular offer of the Shares is made, to the extent required, a
Prospectus Supplement will be distributed that will set forth the aggregate
amount of Shares being offered and the terms of the offering, including the name
or names of any underwriters, dealers or agents, any discounts, commissions or
other items constituting compensation from the Selling Stockholders and any
discounts, commissions or concessions allowed or re-allowed or paid to dealers,
including the proposed selling price to the public. The Company will not receive
any of the proceeds from the sale by the Selling Stockholders of the Shares
offered hereby.
The Company has agreed to indemnify in certain circumstances the Selling
Stockholders and certain persons related to the Selling Stockholders against
certain liabilities, including liabilities under the Securities Act. The Selling
Stockholders have agreed to indemnify in certain circumstances the Company and
certain persons related to the Company against certain liabilities, including
liabilities under the Securities Act. All of the expenses of the offering will
be paid by the Company.
In order to comply with certain states' securities laws, if applicable, the
Shares will be sold in such jurisdictions only through registered or licensed
brokers or dealers. In addition, in certain states the Shares may not be sold
unless the Shares have been registered or qualified for sale in such state or an
exemption from registration or qualification is available and is complied with.
LEGAL MATTERS
The validity of the Shares will be passed upon for the Company by Gardere
Wynne Sewell & Riggs, L.L.P., Houston, Texas.
EXPERTS
The consolidated financial statements of the Company and its subsidiaries
incorporated by reference from the Company's Annual Report on Form 10-K for the
year ended December 31, 1995, have been audited by Arthur Andersen LLP,
independent public accountants, as indicated in their report with respect
thereto, and are incorporated herein in reliance upon the authority of said firm
as experts in accounting and auditing in giving said report.
The estimates of natural gas reserves contained in the Company's Annual
Report on Form 10-K for the year ended December 31, 1995, were obtained from a
reserve report dated January 1, 1996, prepared by Forrest A. Garb & Associates,
Inc., and are incorporated herein in reliance upon the authority of said firm as
experts in such matters.
Page 10 of 19
<PAGE>
No dealer, salesman or other person has been authorized to|
give any information or to make any representations other|
than those contained in this Prospectus in connection with|
the offer made by this Prospectus and, if given or made,|
such information or representations must not be relied upon|
as having been authorized by the Company, the Selling|
Stockholders or by any Underwriter. 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.|
This Prospectus does not constitute an offer or solicitation|
by anyone in any jurisdiction in which such offer or|
solicitation is not authorized or in which the person making|
such offer or solicitation is not qualified to do so or to|
anyone to whom it is unlawful to make such offer or|
solicitation. |
| 132,075 Shares
--------------------- |
| SEITEL, INC.
TABLE OF CONTENTS |
| COMMON STOCK
PAGE|
| PROSPECTUS
AVAILABLE INFORMATION.................................... 2|
| , 1996
INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE.......... 2| --------
|
RISK FACTORS............................................. 3|
|
DISCLOSURE REGARDING FORWARD-LOOKING INFORMATION......... 4|
|
THE COMPANY.............................................. 4|
|
USE OF PROCEEDS.......................................... 5|
|
HORIZON ACQUISITION...................................... 5|
|
COMMON STOCK OFFERED BY SELLING STOCKHOLDERS............. 6|
|
SELLING STOCKHOLDERS..................................... 6|
|
PLAN OF DISTRIBUTION..................................... 6|
|
LEGAL MATTERS............................................ 7|
|
EXPERTS.................................................. 7|
Page 11 of 19
<PAGE>
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
Item 14. Other Expenses of Issuance and Distribution
The estimated expenses (other than underwriting discounts and commissions)
in connection with the offering described in this Registration Statement, all of
which will be paid by the Company, are as follows:
SEC Registration Fee................................. $ 1,375
Blue Sky Fees and Expenses........................... -
Legal Fees and Expenses.............................. 5,000
Accountants' Fees and Expenses....................... 2,000
Printing and Engraving Expenses...................... -
Miscellaneous........................................ -
------
Total........................................... $ 8,375
======
Item 15. Indemnification of Officers and Directors
Section 145 of the Delaware General Corporation Law provides that a
corporation may indemnify directors and officers as well as other employees and
individuals against expenses (including attorneys' fees), judgments, fines and
amounts paid in settlement in connection with specified actions, suits or
proceedings, whether civil, criminal, administrative or investigative (other
than an action by or in the right of the corporation--a "derivative action"), if
they acted in good faith and in a manner they reasonably believed to be in or
not opposed to the best interests of the corporation, and, with respect to any
criminal action or proceeding, had no reasonable cause to believe their conduct
was unlawful. A similar standard is applicable in the case of derivative
actions, except that indemnification only extends to expenses (including
attorneys' fees) incurred in connection with the defense or settlement of such
actions, and the statute requires court approval before there can be any
indemnification where the person seeking indemnification has been found liable
to the corporation. The statute provides that it is not exclusive of other
indemnification that may be granted by a corporation's by-laws, disinterested
director vote, stockholder vote, agreement or otherwise. The Charter and the
by-laws of the Company require the Company to indemnify, and to advance expenses
to, its officers and directors to the fullest extent allowed by Delaware law. In
addition, the Company maintains insurance policies which provide coverage for
the directors and officers of the Company in certain situations where the
Company cannot directly indemnify such directors and officers.
Section 102(b)(7) of the Delaware General Corporation Law provides that a
corporation may include in its certificate of incorporation a provision
eliminating or limiting the personal liability of a director to the corporation
or its stockholders for monetary damages for breach of fiduciary duty as a
director, provided that such provision shall not eliminate or limit the
liability of a director (i) for any breach of the director's duty of loyalty to
the corporation or its stockholders, (ii) for acts or omissions not in good
faith or which involve intentional misconduct or a knowing violation of law,
(iii) under Section 174 of the Delaware General Corporation Law (concerning
liability for unlawful payment of dividends or other distributions), or (iv) for
any transaction from which the director derived an improper personal benefit.
The Company's Charter contains a provision that eliminates the personal
liability of its directors in the circumstances allowed under Section 102(b)(7).
Item 16. Exhibits
4.1 Certificate of Incorporation filed with the Secretary of State of Delaware
on May 7, 1982 and Amendment to Certificate of Incorporation filed with the
Secretary of State of Delaware on April 25, 1984 (incorporated by reference
to Exhibit 3A to the Company's Registration Statement on Form S-1, No.
2-92572, as filed with the Commission on August 3, 1984).
4.2 Amendment to Certificate of Incorporation filed with the Secretary of State
of Delaware on August 4, 1987 (incorporated by reference to Exhibit 4.8 to
the Company's Registration Statement on Form S-2, File No. 33-21300, as
filed with the Commission on April 18, 1988).
Page 12 of 19
<PAGE>
4.3 Amendment to Certificate of Incorporation filed with the Secretary of State
of Delaware on January 18, 1989 (incorporated by reference to Exhibit 3.4
to the Company's Annual Report on Form 10-K for the year ended December 31,
1988 (File No. 0-14488)).
4.4 Amendment to Certificate of Incorporation filed with the Secretary of State
of Delaware on July 13, 1989 (incorporated by reference to Exhibit 3.4 to
the Company's Annual Report on Form 10-K for the year ended December 31,
1989 (File No. 0-14488)).
4.5 Amendment to Certificate of Incorporation filed with the Secretary of State
of Delaware on August 3, 1993 (incorporated by reference to Exhibit 3 to
the Company's Quarterly Report on Form 10-Q for the period ended June 30,
1993 (File No. 0-14488)).
4.6 By-Laws of the Company (incorporated by reference to Exhibit 3B to the
Company's Registration Statement on Form S-1, No. 2-92572, as filed with
the Securities and Exchange Commission on August 3, 1984).
5 Opinion of Gardere Wynne Sewell & Riggs, L.L.P.
23.1 Consent of Arthur Andersen LLP
23.2 Consent of Gardere Wynne Sewell & Riggs, L.L.P. (included in Exhibit 5).
23.3 Consent of Forrest A. Garb & Associates, Inc.
24 Powers of Attorney for directors and certain officers (included on
signature page).
Item 17. Undertakings
The undersigned registrant hereby undertakes:
(1) To file, during any period in which offers or sales are being
made, a post-effective amendment to this registration statement:
(i) To include any prospectus required by section 10(a)(3) of the
Securities Act of 1933;
(ii) To reflect in the prospectus any facts or events arising
after the effective date of the registration statement (or the most
recent post-effective amendment thereof) which, individually or in the
aggregate, represent a fundamental change in the information set forth
in 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;
Page 13 of 19
<PAGE>
(iii) To include any material information with respect to the
plan of distribution not previously disclosed in the registration
statement or any material change to such information in the
registration statement.
provided, however, that paragraphs (1)(i) and (1)(ii) do not apply if
the registration statement is on Form S-3 or Form S-8, and the information
required to be included in a post-effective amendment by those paragraphs
is contained in periodic reports filed by the registrant pursuant to
section 13 or section 15(d) of the Securities Exchange Act of 1934 that are
incorporated by reference in the registration statement.
(2) That, for the purpose of determining any liability under the
Securities Act of 1933, each such post-effective amendment shall be deemed
to be a new registration statement relating to the securities offered
therein, and the offering of such securities at that time shall be deemed
to be the initial bona fide offering thereof.
(3) To remove from registration by means of a post-effective amendment
any of the securities being registered which remain unsold at the
termination of the offering.
The undersigned registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act of 1933, each filing of the
registrant's annual report pursuant to Section 13(a) or Section 15(d) of the
Securities Exchange Act of 1934 (and, where applicable, each filing of an
employee benefit plan's annual report pursuant to Section 15(d) of the
Securities Exchange Act of 1934) 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.
Insofar as indemnification for liabilities arising under the Securities Act
of 1933 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 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 Act and will be governed by the final adjudication of
such issue.
Page 14 of 19
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, 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 Houston, State of Texas, on July 31, 1996.
SEITEL, INC.
(Registrant)
BY: /s/ Paul A. Frame
----------------------------------------
PAUL A. FRAME, President,
Chief Executive Officer and Director
POWER OF ATTORNEY
Each person whose individual signature appears below hereby authorizes Paul
A. Frame, Horace A. Calvert and Debra D. Valice, and each of them, with full
power of substitution and full power to act without the others, his true and
lawful attorney-in-fact and agent in his name, place and stead, to execute in
the name and on behalf of such person, individually and in each capacity stated
below, and to file, any and all amendments to this Registration Statement,
including any and all post-effective amendments.
Pursuant to the requirements of the Securities Act of 1933, this
registration statement has been signed by the following persons in the
capacities and on the dates indicated.
Signature Title Date
================================================================================
/s/ Herbert M. Pearlman 7/31/96
- ----------------------- Chairman of the Board of Directors ---------
Herbert M. Pearlman Date
/s/ Paul A. Frame 7/31/96
- ----------------------- President, Chief Executive ---------
Paul A. Frame Officer and Director Date
/s/ Horace A. Calvert 7/31/96
- ----------------------- Executive Vice President, Chief ---------
Horace A. Calvert Operating Officer and Director Date
/s/ David S. Lawi 7/31/96
- ----------------------- Director ---------
David S. Lawi Date
/s/ William Lerner 7/31/96
- ----------------------- Director ---------
William Lerner Date
/s/ Walter M. Craig 7/31/96
- ----------------------- Director ---------
Walter M. Craig Date
/s/ John Stieglitz 7/31/96
- ----------------------- Director ---------
John Stieglitz Date
/s/ William Lurie 7/31/96
- ----------------------- Director ---------
William Lurie Date
/s/ Debra D. Valice 7/31/96
- ----------------------- Senior Vice President - Finance, ---------
Debra D. Valice Chief Financial Officer, Date
Secretary, Treasurer, and Director
(principal financial officer)
/s/ Marcia H. Kendrick 7/31/96
- ----------------------- Chief Accounting Officer ---------
Marcia H. Kendrick (principal accounting officer) Date
Page 15 of 19
<PAGE>
EXHIBIT INDEX
Sequentially
Number Description of Exhibit Numbered Page
4.1 Certificate of Incorporation filed with the Secretary of
State of Delaware on May 7, 1982 and Amendment to
Certificate of Incorporation filed with the Secretary of
State of Delaware on April 25, 1984 (incorporated by
reference to Exhibit 3A to the Company's Registration
Statement on Form S-1, No. 2-92572, as filed with the
Commission on August 3, 1984).
4.2 Amendment to Certificate of Incorporation filed with the
Secretary of State of Delaware on August 4, 1987
(incorporated by reference to Exhibit 4.8 to the
Company's Registration Statement on Form S-2, File No.
33-21300, as filed with the Commission on April 18,
1988).
4.3 Amendment to Certificate of Incorporation filed with the
Secretary of State of Delaware on January 18, 1989
(incorporated by reference to Exhibit 3.4 to the
Company's Annual Report on Form 10-K for the year ended
December 31, 1988 (File No. 0-14488)).
4.4 Amendment to Certificate of Incorporation filed with the
Secretary of State of Delaware on July 13, 1989
(incorporated by reference to Exhibit 3.4 to the
Company's Annual Report on Form 10-K for the year ended
December 31, 1989 (File No. 0-14488)).
4.5 Amendment to Certificate of Incorporation filed with the
Secretary of State of Delaware on August 3, 1993
(incorporated by reference to Exhibit 3 to the Company's
Quarterly Report on Form 10-Q for the period ended June
30, 1993 (File No. 0-14488)).
4.6 By-Laws of the Company (incorporated by reference to
Exhibit 3B to the Company's Registration Statement on
Form S-1, No. 2-92572, as filed with the Securities and
Exchange Commission on August 3, 1984).
5 Opinion of Gardere Wynne Sewell & Riggs, L.L.P. 17
23.1 Consent of Arthur Andersen LLP 18
23.2 Consent of Gardere Wynne Sewell & Riggs, L.L.P. (included
in Exhibit 5).
23.3 Consent of Forrest A. Garb & Associates, Inc. 19
24 Powers of Attorney for directors and certain officers
(included on signature page).
Page 16 of 19
EXHIBIT 5
---------
GARDERE WYNNE SEWELL & RIGGS, L.L.P.
ATTORNEYS AND COUNSELORS
333 CLAY AVENUE
SUITE 800
HOUSTON, TEXAS 77002-4086
713-308-5500
TELECOPIER 713-308-5555
July 31, 1996
Seitel, Inc.
50 Briar Hollow Lane, 7th Floor West
Houston, Texas 77027
Gentlemen:
We have acted as counsel for Seitel, Inc. (the "Company") in connection with
the registration statement on Form S-3 of the Company (the "Registration
Statement"), being filed today with the Securities and Exchange Commission under
the Securities Act of 1933, as amended (the "Act"), for the registration of the
offer for sale of up to 132,075 shares (the "Shares") of common stock, par value
$.01 per share, of the Company (the "Common Stock") by the Selling Stockholders
named in the Registration Statement.
In the capacity as counsel for the Company, we have familiarized ourselves
with the Certificate of Incorporation of the Company, as amended, and the Bylaws
of the Company, as amended. We have examined all statutes and other records,
instruments and documents pertaining to the Company that we have deemed
necessary to examine for the purpose of this opinion. Based upon our examination
as aforesaid, we are of the opinion that the Shares have been validly issued,
and are fully paid, and non-assessable.
We are members of the Bar of the State of Texas and we do not express an
opinion herein concerning any other law other than the laws of the State of
Texas, the federal law of the United States, and the Delaware General
Corporation Law.
We hereby consent to the filing of this opinion as an exhibit to the
Registration Statement and to the reference to us under the caption "Legal
Matters" in the Prospectus forming a part thereof.
Sincerely,
GARDERE WYNNE SEWELL & RIGGS, L.L.P.
/s/ William Mark Young
William Mark Young
Page 17 of 19
EXHIBIT 23.1
------------
ARTHUR ANDERSEN LLP
As independent public accountants, we hereby consent to the incorporation
by reference in this registration statement of our report dated March 29, 1996
included in the Seitel, Inc. Annual Report on Form 10-K for the year ended
December 31, 1995, and to all references to our Firm included in this
registration statement.
/s/ Arthur Andersen LLP
Houston, Texas
July 30, 1996
Page 18 of 19
EXHIBIT 23.3
------------
FORREST A. GARB & ASSOCIATES, INC.
INTERNATIONAL PETROLEUM CONSULTANTS
5310 HARVEST HILL ROAD, SUITE 160-LB 152
DALLAS, TEXAS 75230-5805
July 29, 1996
CONSENT OF EXPERT
-----------------
Ms. Debra Valice
Seitel, Inc.
50 Briar Hollow Lane, 7th Floor West
Houston, Texas 77027
Dear Ms. Valice:
Forest A. Garb & Associates, Inc., petroleum consultants, hereby consent to
the incorporation by reference in any registration statement or other document
filed with the Securities and Exchange Commission by Seitel, Inc. our reserve
report dated January 1, 1996 and to all references to our firm included therein.
Forrest A. Garb & Associates, Inc.
By: /s/ Ronald D. Wade
------------------------------
Name: Ronald D. Wade
Title: Executive Vice President
Dallas, Texas
July 29, 1996
Page 19 of 19
