AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON FEBRUARY 1, 1999
Registration No. 333-
================================================================================
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 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
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.
THREE ALLEN CENTER
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 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.
------
<PAGE>
<TABLE>
CALCULATION OF REGISTRATION FEE
<CAPTION>
=========================================================================================================================
| | | PROPOSED MAXIMUM | PROPOSED MAXIMUM | |
| TITLE OF SHARES TO BE REGISTERED | AMOUNT TO BE | OFFERING PRICE | AGGREGATE | AMOUNT OF |
| | REGISTERED | PER SHARE (1)<F1> | OFFERING PRICE (1)<F1>| REGISTRATION FEE |
|------------------------------------|-----------------|---------------------|-----------------------|------------------|
| <S> | <C> | <C> | <C> | <C> |
| Common Stock, $0.01 par value.....| 355,733 | $13.69 | $4,869,985.00 | $1,360.00 |
=========================================================================================================================
<FN>
(1)<F1> Estimated solely for the purpose of computing the amount of the
registration fee pursuant to Rule 457(c) of the Securities Act of
1933, as amended, based upon the average of the high and low sales
price for the Common Stock as quoted on The New York Stock Exchange
for January 27, 1999.
</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 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>
The SUBJECT TO COMPLETION
information FEBRUARY 1, 1999
in this
prospectus PROSPECTUS
is not
complete 355,733 SHARES OF COMMON STOCK
and may be
changed. SEITEL, INC.
The selling
stockholders -------------------------
may not sell
these Certain selling stockholders may use this prospectus to sell up
securities to 355,733 shares of common stock on the New York Stock Exchange.
until the We will not receive any of the proceeds from the sales.
registration
statement The common stock is listed on the New York Stock Exchange under
filed with the trading symbol "SEI."
the
Securities -------------------------
and
Exchange YOU SHOULD CONSIDER CAREFULLY THE RISK FACTORS BEGINNING ON PAGE
Commission 2 OF THIS PROSPECTUS.
is effective.
This -------------------------
prospectus
is not an The selling stockholders are offering the shares of common stock
offer to sell at the market price or at other prices as described in the "Plan
these of Distribution" section of this prospectus. On January 27, 1999,
securities the closing price of the common stock on the New York Stock
and it is not Exchange was $13.625 per share.
soliciting an
offer to buy -------------------------
these
securities in NEITHER THE SECURITIES AND EXCHANGE COMMISSION NOR ANY STATE
any state SECURITIES COMMISSION HAS APPROVED OR DISAPPROVED THESE
where the SECURITIES OR DETERMINED IF THIS PROSPECTUS IS TRUTHFUL OR
offer or sale COMPLETE. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL
is not OFFENSE.
permitted.
-------------------------
FEBRUARY 1, 1999
<PAGE>
INCORPORATION OF CERTAIN 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.
1. Annual Report on Form 10-K for the year ended December 31, 1997, as
amended by Form 10-K/A dated April 28, 1998, as filed with the SEC on
April 29, 1998, and by Form 10-K/A dated June 10, 1998, as filed with
the SEC on June 12, 1998.
2. Quarterly Reports on Form 10-Q for the quarters ended March 31, 1998,
June 30, 1998 and September 30, 1998.
3. 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
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.
COMPETITION
Competition in the seismic data licensing 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 us. In the oil and
gas exploration and production business, numerous oil and gas companies compete
for the acquisition of mineral properties. Some of our competitors have longer
operating histories, greater financial resources and larger sales volumes than
us. Although we believe that our fully-integrated seismic resources and
technical, geophysical and marketing expertise will allow us to compete
effectively in both the seismic data industry and the oil and gas exploration
and development industry, we cannot be certain that this will be the case.
INDUSTRY CONDITIONS
Demand for our seismic data 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 our seismic data is
affected to some degree by market prices for natural gas and crude oil, which
have historically been very volatile. Revenues generated by our 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 our financial
position. In addition, if oil and gas prices decrease materially, we may be
unable to find partners willing to pay the relatively high costs of exploration
and development and grant us an interest in production in exchange for seismic
data. Further, as high quality 3D data becomes more widely available from other
sources, we may be unable to obtain the same level of working interests in oil
and gas properties in exchange for use of our 3D data. Also, other factors
beyond our control may affect our 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."
<PAGE>
OPERATING RISKS
Our 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 we may not encounter any commercially productive natural gas
or oil reserves. 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 canceled 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. We typically share these risks with our petroleum
company partners. We also seek to reduce dry hole risks by utilizing 3D seismic
data, where appropriate, to help us determine where to drill. However, since we
do not act as operator in our oil and gas drilling business, we are dependent
upon our petroleum company partners to conduct operations in a manner so as to
minimize these operating risks. In accordance with industry practice, we
maintain insurance against some, but not all, of these operating risks. We
cannot be sure that adequate insurance will be available in the future, or that
we will be able to maintain adequate insurance on terms and conditions we find
acceptable. As a result of the risks inherent in oil and gas operations, the
success of our oil and gas exploration, development and production activities is
uncertain.
HOLDING COMPANY STRUCTURE
We have no operations or significant assets other than through our
ownership of the capital stock of our subsidiaries. Dividends and other
permitted payments from such subsidiaries will be the primary source of funds to
pay dividends on the common stock. Our rights and the rights of our 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 we may be a creditor with recognized claims against
the subsidiary.
DEPENDENCE ON KEY PERSONNEL
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.
GEOGRAPHIC CONCENTRATION OF OPERATIONS
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 concentration, any
regional events that increase costs, reduce availability of equipment or
supplies, reduce demand or limit production will impact us more adversely than
if we were more geographically diversified.
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, we believe 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 us.
SHARES ELIGIBLE FOR FUTURE SALE
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 such stock prevailing from time to time is uncertain. Almost all
of the approximately 5.6 million 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 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 such
sales could occur, could adversely affect prevailing market prices for the
common stock.
<PAGE>
FORWARD-LOOKING STATEMENTS
This prospectus includes and incorporates by reference forward-looking
statements within the meaning of the Securities Act of 1933, as amended (the
"Securities Act"), and the Securities Exchange Act of 1934, as amended (the
"Exchange Act"). 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 competition; industry conditions; operating risks; our structure as a
holding company; 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 and Quarterly Reports on Form 10-Q, 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. Subsidiaries that are wholly-owned by us constitute all of the
limited and general partners of Seitel Data, Ltd. 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. 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. ("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. 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.
USE OF PROCEEDS
We will not receive any of the proceeds from the sale of the shares of
common stock by the selling stockholders (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 (the "Shares").
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 (the
"DDD Partnerships"). Each Selling Stockholder was an officer, director or
employee, or immediate family member of an officer, director or employee of
Seitel or one of our subsidiaries when he or she became a partner in one of the
DDD Partnerships. Our subsidiary, DDD Energy, acquired the assets of the DDD
Partnerships effective October 1, 1998 in exchange for unregistered shares of
our common stock being offered for sale as disclosed below. Such assets
consisted primarily of additional interests in oil and gas properties in which
DDD Energy was a working interest owner.
<PAGE>
The following table provides certain 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 1,493,852 45,169 1,448,683 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 1,695,935 35,682 1,660,253 6.6%
Director
Debra D. Valice, Executive Vice President, Chief 369,948 29,804 340,144 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> 92,501 13,921 78,580 **<F2>
Robert Simon (1)<F3> 264,029 11,765 252,264 1.1%
John E. Stieglitz, Director 34,085 8,085 26,000 **<F2>
Bob Choate (1)<F3> 50,753 7,249 43,504 **<F2>
William Lurie (3)<F5> 20,380 6,737 13,643 **<F2>
Marcia Kendrick, Chief Accounting Officer 135,683 4,984 130,699 **<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> 111,056 4,312 106,744 **<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>
PLAN OF DISTRIBUTION
We are registering the Shares on behalf of the Selling Stockholders. As
used herein, "Selling Stockholders" includes donees and pledgees selling shares
received from a named Selling Stockholder after the date of this prospectus. All
costs, expenses and fees in connection with the registration of the Shares
offered hereby will be borne by us. Brokerage commission and similar selling
expenses, if any, attributable to the sale of Shares will be borne by the
Selling Stockholders. Sales of Shares may be effected by Selling Stockholders
from time to time in one or more types of transactions (which may include block
transactions) on the New York Stock Exchange, in the over-the-counter market, in
negotiated transactions, through put or call options transactions relating to
the Shares, through short sales of Shares, or a combination of such methods of
sale, at market prices prevailing at the time of sale, or at negotiated prices.
Such transactions 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, nor is there an underwriter or coordinating broker
acting in connection with the proposed sale of Shares by the Selling
Stockholders.
<PAGE>
The Selling Stockholders may effect such transactions by selling Shares
directly to purchasers or to or through broker-dealers, which may act as agents
or principals. Such 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 such broker-dealers may act as agents or to whom
they sell as principal, or both (which 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, and any commissions received by such
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 certain liabilities, including 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 certain liabilities, including 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,
which may include delivery through the facilities of the New York Stock Exchange
pursuant to 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,
provided they meet the criteria and conform to the requirements of such Rule.
Upon our being notified by a Selling Stockholder that any material
arrangement has been entered into 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, we will file a supplement to
this prospectus, if required, pursuant to Rule 424(b) under the Securities Act,
disclosing (i) the name of each such Selling Stockholder and of the
participating broker-dealer(s), (ii) the number of shares involved, (iii) the
price at which such shares were sold, (iv) the commissions paid or discounts or
concessions allowed to such broker-dealer(s), where applicable, (v) that such
broker-dealer(s) did not conduct any investigation to verify the information set
out or incorporated by reference in this prospectus and (vi) other facts
material to the transaction. In addition, upon our being notified by a Selling
Stockholder that a donee or pledgee intends to sell more than 500 shares, we
will file a supplement to this prospectus.
We granted registration rights to the DDD Partnerships pursuant to a
Registration Rights Agreement (the "Registration Rights Agreement") among us and
the DDD Partnerships. The Selling Stockholders acquired the rights and
obligations of the DDD Partnerships under the Registration Rights Agreement when
the DDD Partnerships distributed the Shares to the Selling Stockholders. As a
result, the Selling Stockholders have agreed to indemnify us, among other
things, 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 the Registration Statement or an applicable prospectus
supplement to the extent such liability relates to information supplied by the
Selling Stockholder for inclusion in the Registration Statement or an applicable
prospectus supplement.
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 certain states, the Shares may not be sold unless the
Shares 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 Shares offered hereby will be passed upon by Gardere
Wynne Sewell & Riggs, L.L.P., 333 Clay Avenue, Suite 800, 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
Certain Documents by
Reference...........2
Risk Factors..........2
Forward-Looking
Statements..........4
The Company...........4
Use Of Proceeds.......5
Selling Stockholders..5
Plan Of Distribution..7
Legal Matters.........8
FEBRUARY 1, 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
=======
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.
<PAGE>
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.
23.4 -- Consent of Miller and Lents, Ltd.
24.1 -- Powers of Attorney (included on the signature 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.
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 of Houston, State of Texas, on the 29th day of January,
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>
POWERS OF ATTORNEY
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 and on the dates indicated.
SIGNATURE TITLE DATE
--------- ----- ----
/s/ Herbert M. Pearlman Chairman of the Board of Directors 1/29/99
- -------------------------
HERBERT M. PEARLMAN
/s/ Paul A. Frame President, Chief Executive Officer 1/29/99
- ------------------------- and Director
PAUL A. FRAME
Executive Vice President, Chief
/s/ Horace A. Calvert Operating Officer and Director 1/29/99
- -------------------------
HORACE A. CALVERT
Executive Vice President of
/s/ Debra D. Valice Finance, Chief Financial Officer 1/29/99
- ------------------------- and Director
DEBRA D. VALICE
/s/ David S. Lawi Director 1/29/99
- -------------------------
DAVID S. LAWI
/s/ Walter M. Craig, Jr. Director 1/29/99
- -------------------------
WALTER M. CRAIG, JR.
/s/ Fred S. Zeidman Director 1/29/99
- -------------------------
FRED S. ZEIDMAN
/s/ John E. Stieglitz Director 1/29/99
- -------------------------
JOHN E. STIEGLITZ
/s/ William Lerner Director 1/29/99
- -------------------------
WILLIAM LERNER
<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.
23.4 -- Consent of Miller and Lents, Ltd.
24.1 -- Powers of Attorney (included on the signature page).
GARDERE, WYNNE, SEWELL & RIGGS
333 CLAY #800
HOUSTON, TEXAS 77002
February 1, 1999
Seitel, Inc.
50 Briar Hollow Lane, 7th Floor West
Houston, Texas 77057
Gentlemen:
As set forth in the Registration Statement (the "Registration Statement") on
Form S-3 to be filed by Seitel, Inc., a Delaware corporation (the "Company"),
with the Securities and Exchange Commission (the "Commission") under the
Securities Act of 1933, as amended (the "Act"), relating to the registration of
355,733 shares (the "Shares") of the Company's common stock, par value $0.01 per
share ("Common Stock"), to be sold by the stockholders listed in the
Registration Statement, certain legal matters in connection with the Common
Stock are being passed upon for the Company by us. This opinion is being
furnished to you in accordance with the requirements of Item 16 of Form S-3 and
Item 601(b)(5)(i) of Regulation S-K for filing as Exhibit 5.1 to the
Registration Statement.
In our capacity as your special counsel, we have examined the Certificate of
Incorporation and Bylaws of the Company and the originals, or copies certified
or otherwise identified, of corporate records of the Company, including minute
books of the Company as furnished to us by the Company, certificates of public
officials and of representatives of the Company, statutes and other instruments
and documents as a basis for the opinions hereinafter expressed. In giving such
opinions, we have relied upon certificates of officers of the Company with
respect to the accuracy of the material factual matters contained in such
certificates.
Based on the foregoing, and having regard for such legal considerations as we
have deemed relevant, we are of the opinion that the Shares have been duly
authorized, were validly issued and are fully paid and nonassessable.
The foregoing opinion is limited to the federal laws of the United States of
America and the General Corporation Law of the State of Delaware, and we are
expressing no opinion as to the effect of the laws of any other jurisdiction.
We hereby consent to the filing of this opinion with the Commission as an
exhibit to the Registration Statement and to the references to our Firm under
the caption "Legal Matters" in the Prospectus included in the Registration
Statement. In giving this consent, we do not thereby admit that we are within
the category of persons whose consent is required under Section 7 of the Act,
the rules and regulations of the Securities and Exchange Commission promulgated
thereunder, or Item 509 of Regulation S-K.
This opinion letter is rendered as the date first written above and we disclaim
any obligation to advise you of facts, circumstances, events or developments
which hereafter may be brought to our attention and which may alter, affect or
modify the opinion expressed herein. Our opinion is expressly limited to the
matters set forth above and we render no opinion, whether by implications or
otherwise, as to any other matters relating to the Company or the Shares.
Very truly yours,
/s/ W. Mark Young
GARDERE WYNNE SEWELL & RIGGS, L.L.P.
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 26, 1998, included in Seitel, Inc.'s annual report on Form 10-K for the
year ended December 31, 1997, and to all references to our Firm included in this
registration statement.
/s/ ARTHUR ANDERSEN LLP
Houston, Texas
January 29, 1999
FORREST A. GARB & ASSOCIATES, INC.
INTERNATIONAL PETROLEUM CONSULTANTS
5310 HARVEST HILL ROAD, SUITE 160 - LB 152
DALLAS, TEXAS 75230 - 5805
January 29, 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 reserve report
dated January 1, 1998, 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
January 29, 1999
MILLER AND LENTS, LTD.
INTERNATIONAL OIL AND GAS CONSULTANTS
TWENTY-SEVENTH FLOOR
1100 LOUISIANA
HOUSTON, TEXAS 77002-5216
January 29, 1999
Ms. Debra D. Valice
Seitel, Inc.
50 Briar Hollow Lane, 7th Floor West
Houston, TX 77027
Dear Ms. Valice:
The firm of Miller and Lents, Ltd., consents to the use of its name and to
the incorporation by reference of its report dated March 26, 1998, regarding the
DDD Energy, Inc., Proved Reserves and Future Net Revenue, as of January 1, 1998,
SEC Case, in Seitel, Inc.'s Form S-3 Registration Statement.
Miller and Lents, Ltd., has no interest in Seitel, Inc., or DDD Energy,
Inc., or in any affiliated companies or subsidiaries and is not to receive any
such interest as payment for such reports and has no director, officer, or
employee otherwise connected with Seitel, Inc., or DDD Energy, Inc. We are not
employed by Seitel, Inc., on a contingent basis.
Yours very truly,
MILLER AND LENTS, LTD.
By: /s/ James A. Cole
-------------------
James A. Cole
Senior Vice President
