Registration No. 333--
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As filed with the Securities & Exchange Commission on September 24, 1996
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
SEITEL, INC.
(Exact name of registrant as specified in its charter)
Delaware 76-0025431
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(State or other jurisdiction of (I.R.S. Employer Identification No.)
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)
SEITEL, INC. 1993 INCENTIVE STOCK OPTION PLAN
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SEITEL, INC. NON-EMPLOYEE DIRECTORS' DEFERRED COMPENSATION PLAN
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(Full Title of Plans)
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)
With copies to:
Debra D. Valice W. Mark Young, Esq.
Chief Financial Officer Gardere Wynne Sewell & Riggs, L.L.P.
Seitel, Inc. 333 Clay Avenue, Suite 800
50 Briar Hollow Lane Houston, Texas 77002
West Building, 7th Floor (713) 308-5500
Houston, Texas 77027
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CALCULATION OF REGISTRATION FEE
Title of Each Proposed Proposed
Class of Maximum(1) Maximum Amount of
Securities to be Amount to be Offering Price Aggregate Registration
Registered Registered(1) Per Unit Offering Price Fee
Common
Stock, Par
Value $.01 Per
Share 480,000 $34.625(2) $16,620,000 $5,750
(1) The aggregate number of securities registered hereunder is 480,000
shares of Common Stock which have been authorized and reserved for issuance
under the Company's 1993 Incentive Stock Option Plan and Non-Employee Directors'
Deferred Compensation Plan. Pursuant to Rule 416 promulgated under the
Securities Act of 1933, as amended, this Registration Statement covers such
additional shares of Common Stock to be offered or issued to prevent dilution as
a result of future stock splits, stock dividends or similar transactions.
(2) The fee with respect to these shares has been calculated pursuant
to paragraphs (c) and (h) of Rule 457, upon the basis of $34.625, the average of
the high and low prices reported on the New York Stock Exchange on September 18,
1996 (being within five business days prior to the date of the filing of this
Registration Statement).
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EXPLANATORY NOTE
This Registration Statement contains two parts: the first part contains
a Prospectus on Form S-3 (in accordance with Section C of the General
Instructions to Form S-8) which covers re-offers and re-sales by the Selling
Stockholders listed, from time to time, in the Prospectus of shares of Common
Stock of the Company to be issued upon exercise of options granted under the
Company's 1993 Incentive Stock Option Plan and under the Non-Employee Directors'
Deferred Compensation Plan or upon exercise of options granted under the
Non-Employee Directors' Deferred Compensation Plan.
The second part contains information required in the Registration
Statement pursuant to Part II of Form S-8.
Pursuant to Note to Part I of Form S-8, the Plan Information specified
by Part I is not being filed with the Securities and Exchange Commission, as
such information will be sent or given to each employee participant in
accordance with Rule 428 under the Securities Act of 1933, as amended (the
"Securities Act"). This information and the documents incorporated by reference
into this Registration Statement pursuant to Item 3 of Part II of this
Registration Statement, taken together, constitute a prospectus that meets the
requirements of Section 10(a) of the Securities Act.
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SEITEL, INC.
PROSPECTUS
(Form S-3)
480,000 Shares
Common Stock
($.01 Par Value Per Share)
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1993 INCENTIVE STOCK OPTION PLAN
NON-EMPLOYEE DIRECTORS' DEFERRED COMPENSATION PLAN
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This Prospectus is being used in connection with the offering, from
time to time, by certain stockholders (the "Selling Stockholders") of Seitel,
Inc. (the "Company") of shares of common stock, $.01 par value per share (the
"Common Stock") which may be acquired upon exercise of options granted under the
1993 Incentive Stock Option Plan (the "Option Plan") and under the Non-Employee
Directors' Deferred Compensation Plan (the "Deferred Compensation Plan") or upon
exercise of options granted under the Deferred Compensation Plan.
The securities being registered hereby (the "Securities") may be sold,
from time to time, by the Selling Stockholders, directly or indirectly, through
agents designated from time to time, in one or more open market transactions,
including block trades, on the New York Stock Exchange, in privately negotiated
transactions, or in a combination of such methods of sale. Such sales may be
made through dealers or underwriters to be designated, on terms to be determined
at the time of sale, or at prices and at terms then prevailing or at prices
related to the then current market price. In effecting sales, brokers or dealers
engaged by the Selling Stockholders may arrange for other brokers or dealers to
participate. Brokers or dealers will receive commissions or discounts from
Selling Stockholders in amounts to be negotiated immediately prior to the sale.
Such brokers or dealers and any other participating brokers or dealers may be
deemed to be "underwriters" within the meaning of the Securities Act of 1933, as
amended (the "Securities Act"), in connection with such sales. To the extent
required, the specific securities sold, the name of the Selling Stockholders,
the purchase price, public offering price, name of any such agent, dealer or
underwriter, and any applicable discount or commission with respect to a
particular offer will be set forth by supplement to this Prospectus. In
addition, any securities covered by this Prospectus which qualify for sale
pursuant to Rule 144 may be sold under Rule 144 rather than pursuant to this
Prospectus. The Company will not receive any of the proceeds from the sale of
these shares, but will receive the aggregate exercise price of options exercised
under the Option Plan and options exercised under the Deferred Compensation
Plan. The Company's Common Stock is presently listed on the New York Stock
Exchange under the symbol "SEI." The closing price for the Common Stock on the
New York Stock Exchange on September 18, 1996, was $34.75.
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SEE "RISK FACTORS" BEGINNING ON PAGE 4 OF THIS PROSPECTUS
FOR CERTAIN MATTERS TO BE CONSIDERED BY PROSPECTIVE INVESTORS
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The date of this Prospectus is September 24, 1996.
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THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES AND
EXCHANGE COMMISSION NOR HAS THE COMMISSION PASSED UPON THE ACCURACY OR ADEQUACY
OF THIS PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.
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No person is authorized in connection with the offering made by this
Prospectus to give any information or to make any representations not contained
or incorporated by reference in this Prospectus, and any information or
representation not contained or incorporated by reference in this Prospectus
must not be relied upon as having been authorized by the Company. This
Prospectus is not an offer to sell, or a solicitation of an offer to buy, by any
person in any jurisdiction in which it is unlawful for that person to make an
offer or solicitation. Neither the delivery of this Prospectus or any sale made
under this Prospectus shall, under any circumstance, create any implication that
the information in this Prospectus is correct as of any time subsequent to the
date of this Prospectus.
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AVAILABLE INFORMATION
Seitel, Inc. (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 and information
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 New York Stock Exchange, 20 Broad Street, New
York, New York 10005.
The Company has filed with the Commission a Registration Statement
under the Securities Act with respect to the securities offered by this
Prospectus. This Prospectus does not contain all of the information set forth in
the Registration Statement, certain parts of which are omitted in accordance
with the rules and regulations of the Commission. Additional information
concerning the securities offered hereby is to be found in the Registration
Statement, including various exhibits thereto, which may be inspected at the
Commission's office in Washington, D.C.
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INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
The Company incorporates by reference into this Prospectus the following
documents and portions of documents:
1. The Company's Annual Report on Form 10-K for the fiscal 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 Company's Quarterly Reports on Form 10-Q for the fiscal quarters
ended March 31 and June 30, 1996.
3. The Company's Current Reports on Form 8-K dated January 2, 1996 and
April 10, 1996, and the Company's Current Report on Form 8-K dated June 24,
1996, as amended by Forms 8-K/A filed with the Commission on August 16, 1996 and
September 6, 1996.
4. The Company's Proxy Statement for the Annual Meeting of Stockholders
held on July 25, 1996.
5. All other reports filed pursuant to Section 13(a) or 15(d) of the
Exchange Act, since December 31, 1995.
6. The description of the Company's Common Stock contained in the Company's
Registration Statement on Form 8-A, dated March 27, 1991 (Registration Number
0-14488).
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.
The Company will provide without charge to each person to whom this
Prospectus is delivered, upon written or oral request of that person, a copy of
all other documents incorporated by reference into the Registration Statement of
which this Prospectus is a part, other than exhibits to those documents.
Requests should be directed to Debra D. Valice, Seitel, Inc., 50 Briar Hollow
Lane, West Building, 7th Floor, Houston, Texas 77027 (telephone: (713)
627-1990).
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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
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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.
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.
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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.
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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.
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USE OF PROCEEDS
The Company will not receive any part of the proceeds from the sale of
the shares of Common Stock by the Selling Stockholders. The Company will,
however, receive the exercise price of options granted under the Option Plan and
the Deferred Compensation Plan upon exercise thereof, which options must be
exercised before the Selling Stockholders can sell the shares offered hereunder.
The exercise price of such options is determined at the time of grant of such
options. The Company intends to use the proceeds from the exercise of such
options for general corporate purposes.
COMMON STOCK OFFERED BY THE SELLING STOCKHOLDERS
This Prospectus covers offers, from time to time, of a total of 480,000
shares of Common Stock held or to be held by the employees of the Company
pursuant to the Company's (i) recently adopted amendments to the Option Plan,
under which amendments an additional 450,000 shares, which are registered
hereunder, have been reserved for issuance to employees of the Company upon
exercise of options granted under the Option Plan, and (ii) Non-Employee
Directors' Deferred Compensation Plan, under which stock and options to purchase
up to a total of 30,000 shares of Common Stock may be issued to non-employee
directors of the Company in lieu of cash directors' fees.
SELLING STOCKHOLDERS
1993 Incentive Stock Option Plan. As originally adopted in 1993, the
Option Plan provided for the Company to grant options to purchase up to 295,000
shares of the Company's Common Stock. These 295,000 shares have previously been
registered on a Registration Statement on Form S-8, Registration No. 33-78560,
filed with the Commission on May 5, 1994. Effective May 12, 1995, the Company
amended the Option Plan to increase the number of shares for which options could
be granted under the Option Plan by 405,000 shares. These additional 405,000
shares have previously been registered on a Registration Statement on Form S-8,
Registration No. 333-01271, filed with the Commission on February 28, 1996.
Effective April 22, 1996, the Company further amended the Option Plan to
increase the number of shares for which options could be granted under the
Option Plan by an additional 450,000 shares, so that options to purchase up to
an aggregate of 1,150,000 shares of Common Stock of the Company may now be
granted under the Option Plan. This Prospectus may be used by employees of the
Company who are deemed to be affiliates of the Company under the Securities Act
for the resale of any of such 450,000 shares of Common Stock issued to them upon
exercise of options granted under the Option Plan. As of September 24, 1996,
options to purchase 14,497 of these 450,000 shares had been granted under the
Option Plan, none of which had been granted to any affiliates of the Company. If
and when any of the 450,000 shares of Common Stock are issued upon exercise of
options granted under the Option Plan and are sought to be offered for resale by
the Selling Stockholders, the number of shares of Common Stock beneficially
owned by each Selling Stockholder, the number of shares acquired upon exercise
of such options granted under the Option Plan and the number of shares offered
for resale pursuant to this Prospectus will be indicated by Prospectus
Supplement.
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Non-Employee Directors' Deferred Compensation Plan. This Prospectus may
be used by directors of the Company for the resale of up to 30,000 shares of
Common Stock issued to them under or upon exercise of options granted under the
Deferred Compensation Plan. If and when any of the 30,000 shares of Common Stock
are issued under or upon exercise of options granted under the Deferred
Compensation Plan and are sought to be offered for resale by the Selling
Stockholders, the number of shares of Common Stock beneficially owned by each
Selling Stockholder, the number of shares acquired under or upon exercise of
options granted under the Deferred Compensation Plan and the number of shares
offered for resale pursuant to this Prospectus will be indicated by Prospectus
Supplement.
PLAN OF DISTRIBUTION
All Securities covered by this Prospectus are being offered for the
accounts of the Selling Stockholders. The Securities may be sold, from time to
time, in one or more transactions at a fixed offering price, which may be
changed, at varying prices determined at the time of sale, at terms then
prevailing or at prices related to the then current market price or at
negotiated prices. The Securities may be sold in one or more open market
transactions on the New York Stock Exchange or in privately negotiated
transactions. The Securities may be sold by various methods, including, but not
limited to, one or more of the following: (a) a block trade 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 the broker or
dealer for its own account pursuant to this Prospectus, (c) a transaction on the
New York Stock Exchange in accordance with the rules of such exchange, and (d)
ordinary brokers transactions and transactions in which the broker solicits the
purchasers. Alternatively, the Selling Stockholder may from time to time offer
the securities through underwriters, dealers or agents who may receive
compensation in the form of underwriting discounts, concessions, or commissions
from the Selling Stockholders and/or purchasers of Securities for whom they act
as agents. In addition, any of the Securities which qualify for sale pursuant to
Rule 144 under the Securities Act, or otherwise pursuant to an applicable
exemption under the Securities Act, may be sold other than pursuant to this
Prospectus.
The Selling Stockholders and any such underwriters, dealers or agents
that participate in the distribution of Securities may be deemed to be
underwriters, and any profit on the sale of the Securities by them and any
discounts, commissions or concessions received by them may be deemed to be
underwriting discounts and commissions under the Securities Act. Brokers or
dealers acting in connection with the sale of the Securities contemplated by
this Prospectus may receive commissions in connection therewith.
At the time a particular offer of Securities is made, to the extent
required, a supplement to this Prospectus will be distributed which will
identify the Selling Stockholders, identify and set forth the aggregate amount
of Securities being offered and the terms of the offering, including the name or
names of any underwriters, dealers or agents, the purchase price paid by any
underwriter for Securities purchased from the Selling Stockholder, any
discounts, commissions and other items constituting compensation from the
Selling Stockholder and any discounts, commissions or concessions allowed or
re-allowed or paid to dealers, including the proposed selling price to the
public. Such supplement to this Prospectus and, if necessary, a post-effective
amendment to the Registration Statement of which the Prospectus is a part, will
be filed with the Commission to reflect the disclosure of additional information
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with respect to the distribution of the Securities. The Company will pay all of
the expenses incident to the registration and certain other expenses related to
this offering of the Securities, other than underwriting commissions and
discounts, normal commission expenses and brokerage fees, applicable transfer
taxes and attorneys' fees of Selling Stockholders' counsel.
The Company intends to require the Selling Stockholders to enter into
indemnification agreements with the Company pursuant to which the Company will
be indemnified against failure by the Selling Stockholders to deliver a
Prospectus if required, as well as against certain civil liabilities, including
liabilities under the Securities Act or the Exchange Act, incurred in connection
with any untrue (or alleged untrue) statement of a material fact or omission of
a material fact in this Registration Statement pursuant to an applicable
Prospectus Supplement to the extent such liability relates to information
supplied by the Selling Stockholder for inclusion in the Registration Statement
pursuant to an applicable Prospectus Supplement.
In order to comply with certain states' securities laws, if applicable,
the Securities will be sold in such jurisdictions only through registered or
licensed brokers or dealers. In certain states, the Securities may not be sold
unless the Securities have been registered or qualified for sale in such state,
or unless an exemption from registration or qualification is available and is
obtained.
LEGAL MATTERS
The validity of the Securities will be passed upon for the Company by
Gardere Wynne Sewell & Riggs, L.L.P., Houston, Texas.
EXPERTS
The financial statements incorporated by reference in this registration
statement have been audited by Arthur Andersen LLP, independent public
accountants, as indicated in their reports with respect thereto, and are
incorporated herein in reliance upon the authority of said firm as experts in
accounting and auditing in giving said reports.
The estimate of natural gas reserves contained in the Company's Annual
Report on Form 10-K for the year ended December 31, 1995, was obtained from
reserve reports 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 13 of 24
<PAGE>
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3: Incorporation of Documents by Reference. The Company incorporates
by reference into this Registration Statement the following documents which have
been or will be filed by the Company with the Securities and Exchange Commission
(the "Commission"):
1. The Company's Annual Report on Form 10-K for the fiscal 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 Company's Quarterly Reports on Form 10-Q for the fiscal quarters
ended March 31 and June 30, 1996.
3. The Company's Current Reports on Form 8-K dated January 2, 1996 and
April 10, 1996, and the Company's Current Report on Form 8-K dated June 24,
1996, as amended by Forms 8-K/A filed with the Commission on August 16, 1996 and
September 6, 1996.
4. The Company's Proxy Statement for the Annual Meeting of Stockholders
held on July 25, 1996.
5. All other reports filed pursuant to Section 13(a) or 15(d) of the
Securities Exchange Act of 1934, as amended (the "Exchange Act"), since December
31, 1995.
6. The description of the Company's Common Stock contained in the Company's
Registration Statement on Form 8-A, dated March 27, 1991 (Registration Number
0-14488).
In addition, all documents subsequently filed by the Company pursuant to
Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act, prior to the filing of
a post-effective amendment which indicates that all securities offered have been
sold or which de-registers all securities then remaining unsold, shall be deemed
to be incorporated by reference in this Registration Statement and to be a part
hereof from the date of filing of such documents.
Any statement contained in a document incorporated by reference herein
shall be deemed to be modified or superseded for purposes of this Prospectus to
the extent that a statement contained 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 part of this Prospectus.
Item 4: Description of Securities. Not applicable.
Item 5: Interests of Named Experts and Counsel. Not applicable.
Item 6: Indemnification of Directors and Officers. Section 145(a) of the
General Corporation Law of the State of Delaware (the "General Corporation Law")
provides, in general, that a corporation shall have the power to indemnify any
Page 14 of 24
<PAGE>
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 (other than an action by or in the
right of the corporation), by reason of the fact that he is or was a director or
officer of the corporation. Such indemnity may be against expenses (including
attorneys' fees), judgments, fines and amounts paid in settlement actually and
reasonably incurred in connection with such action, suit or proceeding, if the
indemnitee acted in good faith and in a manner reasonably believed to be in or
not opposed to the best interests of the corporation and, with respect to any
criminal action or proceeding, the indemnitee must not have had reasonable cause
to believe his conduct was unlawful.
Section 145(b) of the General Corporation Law provides, in general, that a
corporation shall have the power 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 or suit by or in the right of the corporation to procure a judgment in
its favor by reason of the fact that he is or was a director or officer of the
corporation against expenses (including attorneys' fees) actually and reasonably
incurred by him in connection with the defense or settlement of such action or
suit if he acted in good faith and in a manner he reasonably believed to be in
or not opposed to the best interest of the corporation; provided, however, that
if the person is found to be liable to the corporation, no indemnification shall
be made except to the extent that the court determines that indemnification is
fair and reasonable under the circumstances.
Section 145(g) of the General Corporation Law provides, in general, that a
corporation shall have power to purchase and maintain insurance on behalf of any
person who is or was a director or officer of the corporation against any
liability asserted against him or incurred by him in any capacity, or arising
out of his status as such, whether or not the corporation would have the power
to indemnify him against such liability under the provisions of the law.
Article Eighth of the Registrant's Certificate of Incorporation and Section
Six of the Registrant's Bylaws give a director or officer the right to be
indemnified by the Registrant to the fullest extent permitted under Delaware
law.
Item 7: Exemption From Registration Claimed. Not Applicable.
Item 8: Exhibits:
5.1 Opinion of Gardere Wynne Sewell & Riggs, L.L.P., legal counsel to the
Company.*
10.1 Seitel, Inc. 1993 Incentive Stock Option Plan (incorporated by
reference to the Company's Quarterly Report on Form 10-Q for the
fiscal quarter ended June 30, 1993).
10.2 Seitel, Inc. Amendments to 1993 Incentive Stock Option Plan effective
May 12, 1995 (incorporated by reference to the Company's Quarterly
Report on Form 10-Q for the fiscal quarter ended June 30, 1995).
10.3 Seitel, Inc. Amendments to 1993 Incentive Stock Option Plan effective
November 29, 1995 (incorporated by reference to the Company's
Page 15 of 24
<PAGE>
Quarterly Report on Form 10-Q for the fiscal quarter ended June 30,
1996).
10.4 Seitel, Inc. Amendments to 1993 Incentive Stock Option Plan effective
April 22, 1996 (incorporated by reference to the Company's Quarterly
Report on Form 10-Q for the fiscal quarter ended June 30, 1996).
10.5 Seitel, Inc. Non-Employee Directors' Deferred Compensation Plan
(incorporated by reference to the Company's Quarterly Report on Form
10-Q for the fiscal quarter ended June 30, 1996).
23.1 Consent of Arthur Andersen LLP.*
23.2 Consent of Forrest A. Garb & Associates, Inc.*
23.3 Consent of Sewell & Riggs, P.C. (included in Exhibit 5.1).
24.1 Power of Attorney (included on Signature Page).
* filed herewith
Item 9: 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;
(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
Page 16 of 24
<PAGE>
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 17 of 24
<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-8 and has duly caused this Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Houston, State of Texas, on this 24th day of
September, 1996.
SEITEL, INC.
BY: /s/Paul A. Frame
-----------------------------------
PAUL A. FRAME, President, Chief
Executive Officer and Director
(principal executive officer)
BY: /s/Debra D. Valice
-----------------------------------
DEBRA D. VALICE, Senior Vice
President of Finance, Chief
Financial Officer and Director
(principal financial and
accounting officer)
Page 18 of 24
<PAGE>
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following individuals in the
capacities and on the date indicated. Each person whose signature appears below
constitutes and appoints Paul A. Frame and Debra D. Valice true and lawful
attorneys-in-fact and agents, each acting alone, with full powers of
substitution and re-substitution, for him and in his name, place and stead, in
any and all capacities, to sign any and all amendments (including post-effective
amendments) to this Registration Statement, and to file the same, with all
exhibits thereto, and other documents in connection therewith, with the
Securities and Exchange Commission, granting unto said attorneys-in-fact and
agents, each acting alone, full powers and authority to do and perform each and
every act and thing requisite and necessary to be done in and about the
premises, as fully to all intents and purposes as he might or could do in
person, hereby ratifying and confirming all that said attorneys-in-fact and
agents, each acting alone, or his or her substitute or substitutes, may lawfully
do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities indicated on September 24, 1996.
Signature Title
--------- -----
/s/ Herbert M. Pearlman Chairman of the Board of Directors
- -------------------------
HERBERT M. PEARLMAN
/s/ Paul A. Frame President, Chief Executive Officer
- ------------------------- and Director
PAUL A. FRAME
/s/ Horace A. Calvert Executive Vice President,
- ------------------------- Chief Operating Officer and Director
HORACE A. CALVERT
/s/ Debra D. Valice Senior Vice President of Finance,
- ------------------------- Chief Financial Officer and Director
DEBRA D. VALICE
/s/ William L. Lurie
- ------------------------- Director
WILLIAM L. LURIE
/s/ David S. Lawi
- ------------------------- Director
DAVID S. LAWI
/s/ Walter M. Craig, Jr.
- ------------------------- Director
WALTER M. CRAIG, JR.
/s/ William Lerner
- ------------------------- Director
WILLIAM LERNER
/s/ John E. Stieglitz
- ------------------------- Director
JOHN E. STIEGLITZ
Page 19 of 24
<PAGE>
Index of Exhibits
-----------------
Exhibit Document Page
- ------- -------- ----
5.1 Opinion of Sewell & Riggs, P.C. legal counsel to the 21
Company.*
10.1 Seitel, Inc. 1993 Incentive Stock Option Plan (incorporated
by reference to the Company's Quarterly Report on Form 10-Q
for the fiscal quarter ended June 30, 1993).
10.2 Seitel, Inc. Amendments to 1993 Incentive Stock Option Plan
effective May 12, 1995 (incorporated by reference to the
Company's Quarterly Report on Form 10-Q for the fiscal
quarter ended June 30, 1995).
10.3 Seitel, Inc. Amendments to 1993 Incentive Stock Option Plan
effective November 29, 1995 (incorporated by reference to
the Company's Quarterly Report on Form 10-Q for the fiscal
quarter ended June 30, 1996).
10.4 Seitel, Inc. Amendments to 1993 Incentive Stock Option Plan
effective April 22, 1996 (incorporated by reference to the
Company's Quarterly Report on Form 10-Q for the fiscal
quarter ended June 30, 1996).
10.5 Seitel, Inc. Non-Employee Directors' Deferred Compensation
Plan (incorporated by reference to the Company's Quarterly
Report on Form 10-Q for the fiscal quarter ended June 30,
1996).
23.1 Consent of Arthur Andersen LLP* 23
23.2 Consent of Forrest A. Garb & Associates, Inc.* 24
23.3 Consent of Sewell & Riggs, P.C. (included in Exhibit 5.1).
24.1 Power of Attorney (included on Signature Page).
* Filed herewith.
Page 20 of 24
Exhibit 5.1
Opinion of Gardere Wynne Sewell & Riggs, L.L.P.
GARDERE WYNNE SEWELL & RIGGS, L.L.P.
333 Clay, Suite 800
Houston, Texas 77002-4086
(713) 308-5500
September 24, 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-8/S-3 of the Company (the
"Registration Statement"), which will be filed on or about September 24, 1996,
by the Company with the Securities and Exchange Commission under the Securities
Act of 1933, as amended (the "Act"), for the registration under the Act of up to
480,000 shares (the "S-8 Shares") of common stock, par value $.01 per share, of
the Company to be (a) issued by the Company pursuant to common stock purchase
options issued under its 1993 Incentive Stock Option Plan (the "Option Plan"),
and (b) issued by the Company under or pursuant to common stock purchase options
issued under its Non-Employee Directors' Deferred Compensation Plan (the
"Deferred Compensation Plan") and, for resale only, of some number of the S-8
shares which may be acquired by affiliates of the Company upon exercise of
options under the Option Plan, under the Deferred Compensation Plan, or upon
exercise of common stock purchase options granted under the Deferred
Compensation Plan (the "S-3 Shares").
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 and subject to the foregoing, we are of the opinion that
upon completion of the proceedings being taken to permit such transactions to be
carried out in accordance with the securities laws of the various states where
required, (i) the S-8 Shares acquired in accordance with the terms of the Option
Plan; (ii) the S-8 Shares acquired in accordance with the terms of the Deferred
Compensation Plan; and (iii) the S-3 Shares resold in the manner described in
the S-3 Prospectus contained in the Registration Statement, will be validly
issued, fully paid, and non-assessable.
Page 21 of 24
<PAGE>
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.
Very truly yours,
GARDERE WYNNE SEWELL & RIGGS, L.L.P.
BY: /s/ William Mark Young
----------------------------------------
William Mark Young
Page 22 of 24
EXHIBIT 23.1
------------
Consent of Independent Public Accountants
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 our report dated September 5, 1996, included in the
Seitel, Inc. Current Report on Form 8-K dated June 24, 1996, as amended on
September 6, 1996 by Form 8-K/A, and to all references to our Firm included in
this registration statement.
/s/ Arthur Andersen LLP
Houston, Texas
September 23, 1996
Page 23 of 24
EXHIBIT 23.2
------------
FORREST A. GARB & ASSOCIATES, INC.
INTERNATIONAL PETROLEUM CONSULTANTS
5310 HARVEST HILL ROAD, SUITE 160-LB 152
DALLAS, TEXAS 75230-5805
September 23, 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/ Forrest A. Garb
------------------------------
Name: Forrest A. Garb
Title: President
Dallas, Texas
September 23, 1996
Page 24 of 24
