AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON MAY 7, 1999
Registration No. 333- 71545
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
AMENDMENT NO. 2
TO
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
Incorporation or Organization) Identification No.)
50 BRIAR HOLLOW LANE
7TH FLOOR WEST
HOUSTON, TEXAS 77027
(713) 881-8900
(Address, including zip code, and telephone number, including area code,
of Registrant's principal executive offices)
PAUL A. FRAME, PRESIDENT AND CHIEF EXECUTIVE OFFICER
SEITEL, INC.
50 BRIAR HOLLOW LANE
7TH FLOOR WEST
HOUSTON, TEXAS 77027
(713) 881-8900
(Name, address, including zip code, and telephone number,
including area code, of agent for service)
COPIES TO:
WILLIAM MARK YOUNG
GARDERE WYNNE SEWELL & RIGGS, L.L.P.
1000 LOUISIANA, SUITE 3400
HOUSTON, TEXAS 77002
(713)276-5864
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 UNTIL SUCH TIME THAT ALL OF THE SHARES REGISTERED HEREUNDER HAVE BEEN
SOLD.
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.
-----
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 offering.
-----
If delivery of the prospectus is expected to be made pursuant to Rule 434,
please check the following box.
-----
THE REGISTRANT HEREBY AMENDS THIS REGISTRATION STATEMENT ON SUCH DATE OR DATES
AS MAY BE NECESSARY TO DELAY ITS EFFECTIVE DATE UNTIL THE REGISTRANT SHALL FILE
A FURTHER AMENDMENT WHICH SPECIFICALLY STATES THAT THIS REGISTRATION STATEMENT
SHALL THEREAFTER BECOME EFFECTIVE IN ACCORDANCE WITH SECTION 8(A) OF THE
SECURITIES ACT OF 1933 OR UNTIL THE REGISTRATION STATEMENT SHALL BECOME
EFFECTIVE ON SUCH DATE AS THE SECURITIES AND EXCHANGE COMMISSION, ACTING
PURSUANT TO SAID SECTION 8(A), MAY DETERMINE.
<PAGE>
SUBJECT TO COMPLETION
MAY 7, 1999
PROSPECTUS
355,733 SHARES OF COMMON STOCK
SEITEL, INC.
---------------------------
The selling stockholders, who acquired shares of our common stock as
general partners of one or more partnerships organized by us to invest in oil
and gas properties, may use this prospectus to sell up to 355,733 shares of our
common stock. We will not receive any of the proceeds from the sales.
Our common stock is listed on the New York Stock Exchange under the trading
symbol "SEI."
The address of our principal executive office is 50 Briar Hollow Lane, 7th
Floor, West Building, Houston, Texas 77027, and our telephone number is
(713)881-8900.
---------------------------
YOU SHOULD CONSIDER CAREFULLY THE RISK FACTORS BEGINNING ON PAGE 2 OF THIS
PROSPECTUS.
---------------------------
The selling stockholders are offering the shares of common stock at the
market price or at other prices as described in the "Plan of Distribution"
section of this prospectus. On May 6, 1999, the closing price of the common
stock on the New York Stock Exchange was $16.750 per share.
---------------------------
NEITHER THE SECURITIES AND EXCHANGE COMMISSION NOR ANY STATE SECURITIES
COMMISSION HAS APPROVED OR DISAPPROVED THESE SECURITIES OR DETERMINED IF THIS
PROSPECTUS IS TRUTHFUL OR COMPLETE. ANY REPRESENTATION TO THE CONTRARY IS A
CRIMINAL OFFENSE.
---------------------------
, 1999
------
THE INFORMATION IN THIS PROSPECTUS IS NOT COMPLETE AND MAY BE CHANGED. THE
SELLING STOCKHOLDERS MAY NOT SELL THESE SECURITIES UNTIL THE REGISTRATION
STATEMENT FILED WITH THE SECURITIES AND EXCHANGE COMMISSION IS EFFECTIVE. THIS
PROSPECTUS IS NOT AN OFFER TO SELL THESE SECURITIES AND IT IS NOT SOLICITING AN
OFFER TO BUY THESE SECURITIES IN ANY STATE WHERE THE OFFER OR SALE IS NOT
PERMITTED.
<PAGE>
RISK FACTORS
YOU SHOULD CAREFULLY CONSIDER, IN ADDITION TO THE OTHER INFORMATION
CONTAINED IN THIS PROSPECTUS AND ANY ACCOMPANYING PROSPECTUS SUPPLEMENT, THE
RISKS DESCRIBED BELOW BEFORE MAKING AN INVESTMENT DECISION.
OUR OPERATIONS AND SEISMIC DATA ARE GEOGRAPHICALLY CONCENTRATED IN THE U.S. GULF
COAST REGION. BECAUSE OF THIS GEOGRAPHIC CONCENTRATION, OUR RESULTS OF
OPERATIONS COULD BE ADVERSELY AFFECTED BY EVENTS RELATING SOLELY TO THIS REGION
EVEN IF GENERAL CONDITIONS IN THE OIL AND GAS INDUSTRY ARE FAVORABLE.
Most of the seismic data in our seismic data library, as well as most of
our existing interests in oil and gas properties, are located along the coast
and offshore in the U.S. Gulf of Mexico. Because of this geographic
concentration, our results of operations could be adversely affected by events
relating solely to this region even if general conditions in the oil and gas
industry are favorable. Some examples of possible events that would adversely
affect only the U.S. Gulf Coast region would be changes in governmental
regulations adversely affecting offshore drilling in the U.S. Gulf of Mexico,
shortages of drilling or other necessary equipment in this region, or increases
in gas transportation costs from this region to the Northeastern U.S. where much
of the gas produced in this region is consumed.
LOSS OF KEY PERSONNEL COULD ADVERSELY AFFECT OUR BUSINESS.
Our 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 us. We use equity ownership and other incentives to
attract and retain our employees. In addition, we have employment agreements
with our President and Chief Executive Officer, Paul A. Frame, Executive Vice
President and Chief Operating Officer, Horace A. Calvert, and Executive Vice
President of Finance and Chief Financial Officer, Debra D. Valice.
WE HAVE APPROXIMATELY 5.7 MILLION SHARES OF COMMON STOCK ELIGIBLE FOR FUTURE
SALES. SALES OF SUBSTANTIAL AMOUNTS OF THESE SHARES MAY CAUSE A SIGNIFICANT
DECLINE IN THE PREVAILING MARKET PRICE OF OUR COMMON STOCK.
The effect, if any, that future sales of shares of our capital stock, or
the availability of shares of capital stock for future sale will have on the
market price of our stock prevailing from time to time is uncertain. Almost all
of the approximately 5.7 million shares of common stock held by or issuable
under options, warrants and other rights granted prior to the date of this
prospectus and exercisable within 60 days of the date of this prospectus to our
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
sales of substantial amounts of common stock could occur, could adversely affect
prevailing market prices for the common stock.
INCORPORATION OF DOCUMENTS BY REFERENCE
We file annual, quarterly and special reports, proxy statements and other
information with the SEC. You may read and copy any document we file at the
SEC's public reference rooms in Washington, D.C., New York, New York and
Chicago, Illinois. Please call the SEC at 1-800-SEC-0330 for further information
on the public reference rooms. Our SEC filings are also available to the public
from the SEC's web site at http://www.sec.gov.
The SEC allows us to "incorporate by reference" the information we file
with them, which means that we can disclose important information to you by
referring you to those documents. The information incorporated by reference is
considered to be part of this prospectus, and later information that we file
with the SEC will automatically update and supersede this information. We
incorporate by reference the documents listed below and any future filings made
with the SEC under Sections 13(a), 13(c), 14, or 15(d) of the Securities
Exchange Act of 1934. This prospectus is part of a registration statement we
filed with the SEC.
<PAGE>
Annual Report on Form 10-K for the year ended December 31, 1998.
Annual Report on Form 10-K/A for the year ended December 31, 1998.
The description of our common stock contained in our Registration
Statement on Form 8-A, dated March 27, 1991 (Registration Number
0-14488).
You may request a copy of these filings, at no cost, by writing or
telephoning us at the following address:
Seitel, Inc.
Investor Relations
50 Briar Hollow Lane
7th Floor West
Houston, Texas 77027
(713) 881-8900
FORWARD-LOOKING STATEMENTS
This prospectus includes and incorporates by reference forward-looking
statements within the meaning of the Securities Act of 1933 and the Securities
Exchange Act of 1934. These statements relate to analyses and other information
which are based on forecasts of future results and estimates of amounts not yet
determinable. These statements also relate to our future prospects, developments
and business strategies.
These forward-looking statements are identified by their use of terms and
phrases such as "anticipate," believe," "could," "estimate," "expect," "intend,"
"may," "plan," "predict," "project," "will," and similar terms and phrases,
including references to assumptions. These statements are contained in sections
entitled "Risk Factors," "The Company" and other sections of this prospectus and
in the documents incorporated by reference in this prospectus.
These forward-looking statements involve risks and uncertainties that may
cause our actual future activities and results of operations to be materially
different from those suggested or described in this prospectus. These risks
include industry conditions; operating risks; our dependence on key personnel;
the geographic concentration of our operations; and governmental regulations.
Our risks are more specifically described in "Risk Factors" and in our
Annual Report on Form 10-K, which are incorporated by reference in this
prospectus. If one or more of these risks or uncertainties materialize, or if
underlying assumptions prove incorrect, our actual results may vary materially
from those expected, estimated or projected.
THE COMPANY
We are located in Houston, Texas. We are a leading provider of seismic data
and related geophysical services and expertise to the petroleum industry. We
have 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 processing and interpretation technology;
and direct participation in exploration, development and ownership of natural
gas and crude oil reserves.
Since our inception in 1982, we have been engaged in the development of a
proprietary library of seismic data, created by both us and others. Our seismic
data library is owned and marketed by Seitel Data, Ltd., a Texas limited
partnership, and Olympic Seismic, Ltd., a Canadian corporation. Our wholly-owned
subsidiaries constitute all of the limited and general partners of Seitel Data,
Ltd. Olympic Seismic, Ltd. is also a wholly-owned subsidiary. Seitel Data, Ltd.
and Olympic Seismic, Ltd. market the data library, which consists of both
two-dimensional ("2D") and three-dimensional ("3D") data, to oil and gas
companies under license agreements. Companies involved in oil and gas
exploration and development use seismic surveys and the analysis of seismic data
for the identification and definition of underground geological structures to
determine the existence and location of subsurface hydrocarbons.
Our integrated seismic data operations include our large 2D and 3D seismic
library, our seismic data processing center and computer software, and our
geophysical application experience in interpreting 3D data.
In March 1993, we formed DDD Energy, Inc., 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. Our 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.
<PAGE>
USE OF PROCEEDS
We will not receive any of the proceeds from the sale of the shares of
common stock by the selling stockholders.
SELLING STOCKHOLDERS
This prospectus relates to the sale by the selling stockholders named below
from time to time of up to 355,733 shares of common stock.
Each of the selling stockholders was a general partner in one or more of
four partnerships that were organized to invest in oil and gas properties. Each
selling stockholder was an officer, director or employee, or immediate family
member of an officer, director or employee of our company or one of our
subsidiaries when he or she became a partner in one of these partnerships. Our
subsidiary, DDD Energy, acquired the assets of these partnerships effective
October 1, 1998 in exchange for unregistered shares of our common stock being
offered for sale as disclosed below. The assets of these partnerships consisted
primarily of additional interests in oil and gas properties in which DDD Energy
was already a working interest owner.
The following table provides information with respect to the number of
shares of common stock currently owned, offered hereby and to be owned by the
selling stockholders after this offering assuming all offered shares are sold in
this offering.
<TABLE>
<CAPTION>
- --------------------------------------------------------------------------------------------------------------------
NUMBER OF
SHARES SHARES BENEFICIALLY OWNED
BENEFICIALLY SHARES AFTER THE OFFERING
OWNED BEFORE OFFERED -----------------------------
SELLING STOCKHOLDERS THE OFFERING*<F1> HEREBY NUMBER PERCENT
- --------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Herbert M. Pearlman, Chairman of the Board 1,017,687 48,249 969,438 4.0%
Horace A. Calvert, Executive Vice President, Chief 1,511,750 45,169 1,466,581 5.9%
Operating Officer and Director
David S. Lawi, Director 690,287 36,135 654,152 2.7%
Paul A. Frame, President, Chief Executive Officer and 1,715,086 35,682 1,679,404 6.7%
Director
Debra D. Valice, Executive Vice President, Chief 371,785 29,804 341,981 1.4%
Financial Officer and Director
Jay Silverman (2)<F4> 179,045 22,583 156,462 **<F2>
Jay Rives (1)<F3> 88,504 16,504 72,000 **<F2>
Jesse Marion (2) 15,543 15,543 0 0
Jay Green (1)<F3> 197,903 14,361 183,542 **<F2>
Rick Schmid (1)<F3> 99,167 13,921 85,246 **<F2>
Robert Simon (1)<F3> 270,695 11,765 258,930 1.1%
John E. Stieglitz, Director 34,085 8,085 26,000 **<F2>
Bob Choate (1)<F3> 54,086 7,249 46,837 **<F2>
William Lurie (3)<F5> 20,380 6,737 13,643 **<F2>
Marcia Kendrick, Chief Accounting Officer 136,465 4,984 131,481 **<F2>
Sheryl Pearlman 19,554 4,554 15,000 **<F2>
Julia Pearlman 19,515 4,515 15,000 **<F2>
Lee Pearlman 19,515 4,515 15,000 **<F2>
Lawrence Marolda 19,515 4,515 15,000 **<F2>
Nicole Lawi 42,015 4,515 37,500 **<F2>
Neil Lawi 42,015 4,515 37,500 **<F2>
Christopher Talbot (1)<F3> 121,056 4,312 116,744 **<F2>
Alana Ruby (2)<F4> 2,796 2,796 0 0
Ray Freeman (1)<F3> 37,625 2,415 35,210 **<F2>
David Wegner (1)<F3> 135,976 1,774 134,202 **<F2>
Al Filipov (1)<F3> 39,410 536 38,874 **<F2>
- -------------------------
<FN>
*<F1> Includes shares that may be acquired within 60 days upon exercise of
options and warrants.
**<F2> Less than 1%
(1)<F3> Employee of Seitel or a subsidiary
(2)<F4> Former employee of Seitel or a subsidiary
(3)<F5> Former director of Seitel
</FN>
</TABLE>
<PAGE>
PLAN OF DISTRIBUTION
We are registering the shares on behalf of the selling stockholders. As
used in this prospectus, "selling stockholders" includes donees and pledgees
selling shares received from a named selling stockholder after the date of this
prospectus. We will pay all costs, expenses and fees in connection with the
registration of the shares offered by this prospectus. The selling stockholders
will pay brokerage commission and similar selling expenses, if any, attributable
to the sale of shares. The selling stockholders may sell shares from time to
time in one or more types of transactions, including the following:
o on the New York Stock Exchange;
o in the over-the-counter market;
o in negotiated transactions;
o through put or call options transactions relating to the shares; o through
short sales of shares; or o through a combination of these methods of sale.
The selling stockholders may sell shares in block transactions. The selling
stockholders will sell at market prices prevailing at the time of sale, or at
negotiated prices. Sales by the selling stockholders may or may not involve
brokers or dealers. The selling stockholders have advised us that they have not
entered into any agreements, understandings or arrangements with any
underwriters or broker-dealers regarding the sale of their securities. There is
no underwriter or coordinating broker acting in connection with the proposed
sale of shares by the selling stockholders.
The selling stockholders may effect these transactions by selling shares
directly to purchasers or to or through broker-dealers. These brokers or dealers
may act as agents or principals. These broker-dealers may receive compensation
in the form of discounts, concessions, or commissions from the selling
stockholders and/or the purchasers of shares for whom the broker-dealers may act
as agents or to whom they sell as principal. Compensation as to a particular
broker-dealer might be in excess of customary commissions.
The selling stockholders and any broker-dealers that act in connection with
the sale of shares might be deemed to be "underwriters" within the meaning of
Section 2(11) of the Securities Act. Any commissions received by broker-dealers
and any profit on the resale of the shares sold by them while acting as
principals might be deemed to be underwriting discounts or commissions under the
Securities Act. We have agreed to indemnify each selling stockholder against
liabilities arising under the Securities Act. The selling stockholders may agree
to indemnify any agent, dealer or broker-dealer that participates in
transactions involving sales of the shares against liabilities arising under the
Securities Act.
Because the selling stockholders may be deemed to be "underwriters" within
the meaning of Section 2(11) of the Securities Act, the selling stockholders
will be subject to the prospectus delivery requirements of the Securities Act.
The prospectus delivery requirements of the Securities Act may include delivery
through the facilities of the New York Stock Exchange under Rule 153 under the
Securities Act. We have informed the selling stockholders that the
anti-manipulative provisions of Regulation M promulgated under the Exchange Act
may apply to their sales in the market.
The selling stockholders also may resell all or a portion of the shares in
open market transactions in reliance upon Rule 144 under the Securities Act, if
they meet the criteria and conform to the requirements of that rule.
The selling stockholders are required to notify us if they enter into any
material arrangement with a broker-dealer for the sale of shares through a block
trade, special offering, exchange distribution or secondary distribution or a
purchase by a broker or dealer. Upon receipt of the notice, we will file a
supplement to this prospectus, if required, under Rule 424(b) under the
Securities Act, disclosing:
o the name of each participating selling stockholder and of the participating
broker-dealer(s); o the number of shares involved;
o the price at which the shares were sold;
o the commissions paid or discounts or concessions allowed to the
broker-dealer(s), where applicable; o that the broker-dealer(s) did not
conduct any investigation to verify the information set out or
o incorporated by reference in this prospectus; and other facts material to
the transaction.
<PAGE>
In addition, we will file a supplement to this prospectus if a selling
stockholder notifies us that a donee or pledgee intends to sell more than 500
shares.
We granted registration rights to the oil and gas investment partnerships
in which the selling stockholders were partners under a registration rights
agreement among us and the partnerships. The selling stockholders acquired the
rights and obligations of the partnerships under the registration rights
agreement when the partnerships distributed the shares to the selling
stockholders. The selling stockholders have agreed to indemnify us against civil
liabilities resulting from failure by the selling stockholders to deliver a
prospectus if required. The indemnified civil liabilities include any
liabilities under the Securities Act or the Exchange Act resulting from any
untrue or any alleged untrue statement of a material fact or omission of a
material fact in the registration statement or a prospectus supplement. The
selling stockholders have agreed to indemnify us only to the extent the
liability relates to information supplied by the selling stockholder for
inclusion in the registration statement or prospectus supplement.
In order to comply with state securities laws, if applicable, the shares
will be sold only through registered or licensed brokers or dealers in states
that require that sales be made through registered or licensed brokers or
dealers. Some states require that selling shareholders or the issuer of shares
register or qualify shares for sale in that state, unless an exemption from
registration or qualification is available and is obtained.
LEGAL MATTERS
The validity of the shares offered by this prospectus will be passed upon
by Gardere Wynne Sewell & Riggs, L.L.P., 1000 Louisiana, Suite 3400, Houston,
Texas 77002.
<PAGE>
======================= =======================================
YOU SHOULD RELY ONLY
ON THE INFORMATION 355,733 SHARES
CONTAINED IN OR
INCORPORATED BY
REFERENCE INTO THIS SEITEL, INC.
PROSPECTUS. WE HAVE NOT
AUTHORIZED ANYONE TO
PROVIDE YOU WITH COMMON STOCK
INFORMATION DIFFERENT
FROM THAT CONTAINED IN
THIS PROSPECTUS. THE
SELLING STOCKHOLDERS
ARE OFFERING T SELL
SHARES OF COMMON STOCK
AND SEEKING OFFERS TO
BUY SHARES OF COMMON
STOCK ONLY IN
JURISDICTIONS WHERE
OFFERS AND SALES ARE PROSPECTUS
PERMITTED.
TABLE OF CONTENTS
Incorporation of
Documents by
Reference...........2
Risk Factors..........2
Forward-Looking
Statements..........3
The Company...........3
Use Of Proceeds.......4
Selling Stockholders..4
Plan Of Distribution..6
Legal Matters.........7
, 1999
------
======================= =======================================
<PAGE>
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
ITEM 14. OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION
The following table sets forth the various expenses to be paid by the
Registrant in connection with the issuance and distribution of the shares of
common stock being registered. All amounts shown are estimates except for the
Securities and Exchange Commission registration fee. The Registrant will pay all
expenses in connection with the distribution of the shares of common stock being
sold by the selling stockholders (including fees and expenses of counsel for the
Company and the selling stockholders, and excluding any compensation due to any
broker or dealer in connection with the sale of any of the shares offered
hereby).
Securities and Exchange Commission registration fee..................... $1,360
Legal fees and expenses................................................. 5,000
Printing, EDGAR formatting and mailing expenses......................... 500
Accounting fees and expenses............................................ 5,000
Miscellaneous........................................................... 2,500
--------
Total.............................................................. $14,360
========
<PAGE>
ITEM 15. 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 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 interests 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 the 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.
The above discussion of the Registrant's Certificate of Incorporation and
Bylaws and of the General Corporation Law of the State of Delaware is not
intended to be exhaustive and is qualified in its entirety by such Certificate
of Incorporation, the Bylaws and the statutes.
ITEM 16. EXHIBITS.
5.1 -- Opinion of Gardere Wynne Sewell & Riggs, L.L.P., regarding legality
of securities.*
23.1 -- Consent of Gardere Wynne Sewell & Riggs, L.L.P. (included in
Exhibit 5.1).*
23.2 -- Consent of Arthur Andersen LLP.
23.3 -- Consent of Forrest A. Garb & Associates, Inc.
24.1 -- Powers of Attorney (included on the signature page).*
* previously filed
<PAGE>
ITEM 17. UNDERTAKINGS.
(a) 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
to 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; and
(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 (a)(1)(i) and (a)(1)(ii) do
not apply if the registration statement is on Form S-3, Form S-8,
or Form F-3, and the information required to be included in a
post-effective amendment by those paragraphs is contained in
periodic reports filed with or furnished to the SEC 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.
(b) 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) of 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.
<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 Amendment
No. 1 to Registration Statement to be signed on its behalf by the undersigned,
thereunto duly authorized, in the City of Houston, State of Texas, on the 7th
day of May, 1999.
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, Executive Vice President of
Finance, Chief Financial Officer and Director
(principal financial and accounting officer)
<PAGE>
Pursuant to the requirements of the Securities Act of 1933, this Amendment
No. 2 to Registration Statement has been signed by the following persons in the
capacities and on the dates indicated.
SIGNATURE TITLE DATE
--------- ----- ----
* Chairman of the Board of Directors 5/7/99
- -------------------------
HERBERT M. PEARLMAN
/s/ Paul A. Frame President, Chief Executive Officer 5/7/99
- ------------------------- and Director
PAUL A. FRAME
Executive Vice President, Chief
/s/ Horace A. Calvert Operating Officer and Director 5/7/99
- -------------------------
HORACE A. CALVERT
Executive Vice President of
/s/ Debra D. Valice Finance, Chief Financial Officer 5/7/99
- ------------------------- and Director
DEBRA D. VALICE
* Director 5/7/99
- -------------------------
DAVID S. LAWI
* Director 5/7/99
- -------------------------
WALTER M. CRAIG, JR.
* Director 5/7/99
- -------------------------
FRED S. ZEIDMAN
* Director 5/7/99
- -------------------------
JOHN E. STIEGLITZ
* Director 5/7/99
- -------------------------
WILLIAM LERNER
*/s/ Debra D. Valice
-----------------------
DEBRA D. VALICE, Attorney-in-Fact
<PAGE>
INDEX TO EXHIBITS
EXHIBIT
NO. DESCRIPTION
------- -----------
5.1 -- Opinion of Gardere Wynne Sewell & Riggs, L.L.P., regarding
legality of securities.*
23.1 -- Consent of Gardere Wynne Sewell & Riggs, L.L.P. (included in
Exhibit 5.1).*
23.2 -- Consent of Arthur Andersen LLP.
23.3 -- Consent of Forrest A. Garb & Associates, Inc.
24.1 -- Powers of Attorney (included on the signature page).*
* previously filed
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 25, 1999, included in Seitel, Inc.'s annual report on Form 10-K for the
year ended December 31, 1998, and to all references to our Firm included in this
registration statement.
ARTHUR ANDERSEN LLP
Houston, Texas
May 6, 1999
FORREST A. GARB & ASSOCIATES, INC.
INTERNATIONAL PETROLEUM CONSULTANTS
5310 HARVEST HILL ROAD, SUITE 160 - LB
152 DALLAS, TEXAS 75230 - 5805
May 7, 1999
CONSENT OF EXPERT
Ms. Debra D. Valice
Seitel, Inc.
50 Briar Hollow Lane
7th Floor West
Houston, TX 77027
Dear Ms. Valice:
Forrest 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 January 1, 1999
reserve report published February 1, 1999, and to all references to our firm
included therein.
Forrest A. Garb & Associates, Inc.
By:/s/ Forrest A. Garb
-----------------------------------
Name: FORREST A. GARB
---------------------------------
Title: CHAIRMAN OF THE BOARD
--------------------------------
Dallas, Texas
May 7, 1999
