As filed with the Securities and Exchange Commission on October 11, 1996.
Registration No. 33-
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM S-8
REGISTRATION STATEMENT
Under
The Securities Act of 1933
TGC INDUSTRIES, INC.
(Exact name of Registrant as specified in its charter)
Texas 74-2095844
(State or other jurisdiction Identification
of incorporation organization) Number
1304 Summit, Suite 2, Plano, Texas 75074
(Address of principal place of business or
intended principal place of business)
1986 Incentive and Nonqualified Stock Option Plan (as amended);
1993 Stock Option Plan
(Full Title of Plan)
RICE M. TILLEY, JR.
Law, Snakard & Gambill
3200 Bank One Tower
Fort Worth, Texas 76102
(817) 878-6350
(Name, address and telephone number of agent for service)
Copies to:
VERNON E. REW, JR.
Law, Snakard & Gambill
3200 Bank One Tower
Fort Worth, Texas 76102
The Exhibit Index is located at Page 7 of the sequentially
numbered pages of the manually signed registration statement.
<Page 2>
<TABLE>
CALCULATION OF REGISTRATION FEE
<S> <C> <S> <C> <S>
Proposed
Title of Each Maximum
Class of Offering Aggregate Amount of
Securities to be Maximum Amount Price Per Offering Registration
Registered to be Registered Share Price Fee
Common Stock, 26,668(1)(a) $1.00 $ 26,668 $ 9.20
$.10 par value 25,000(1)(b) .375 9,375 3.23
(1)
Common Stock, 35,000(2)(a) $1.375 48,125 16.60
$.10 par value 145,000(2)(b) 1.00 145,000 50.00
(2) 195,000(2)(c) .80 156,000 53.79
250,000(2)(d) .40 100,000 34.48
Total 676,668 $485,168 $167.30
</TABLE>
(1) This Registration Statement relates to 51,668 shares of Common Stock
issuable upon the exercise of presently outstanding options issued
under the Company's 1986 Incentive and Nonqualified Stock Option Plan.
(a) These shares are issuable upon the exercise of options at $1.00 per
share.
(b) These shares are issuable upon the exercise of options at $.375 per
share.
(2) This Registration Statement also relates to 625,000 shares of Common
Stock issuable upon the exercise of presently outstanding options
issued under the Company's 1993 Stock Option Plan. This Registration
Statement also covers such indeterminable number of additional shares
as may become deliverable due to future adjustments under the terms of
both plans.
(a) These shares are issuable upon the exercise of options at $1.375
per share.
(b) These shares are issuable upon the exercise of options at $1.00 per
share.
(c) These shares are issuable upon the exercise of options at $.80 per
share.
(d) These shares are issuable upon the exercise of options at $.40 per
share.
This Registration Statement shall be deemed to cover securities
resulting from stock splits, stock dividends, or similar transactions as
provided by Rule 416 of the Act.
<PAGE 3>
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference
The following documents heretofore filed with the Securities and Exchange
Commission (the "Commission") by TGC Industries, Inc. (the "Company") are
incorporated herein by reference:
(a) The Company's Annual Report on Form 10-KSB for the year ended
December 31, 1995, filed pursuant to Section 13(a) or 15(d) of the Securities
Exchange Act of 1934 (the "Exchange Act").
(b) The Company's definitive Proxy Statement for its 1996 Annual
Meeting of Shareholders; and
(c) All other reports filed by the Company pursuant to Section 13(a)
or 15(d) of the Exchange Act since December 31, 1995.
(d) The Company's Registration Statement on Form SB-2 filed on
September 18, 1996.
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 deregisters all securities then remaining unsold, shall be
deemed to be incorporated by reference in the Registration Statement and to
be part hereof from the date of filing of such documents (such documents, and
the documents enumerated above, being hereinafter referred to as
"Incorporated Documents").
Any statement contained in any Incorporated Document shall be deemed to
be modified or superseded for purposes of this Registration Statement to the
extent that a statement contained herein or in any other subsequently filed
Incorporated Document modifies or supersedes such statement. Any such
statement so modified or superseded shall not be deemed, as so modified or
superseded, to constitute a part of this Registration Statement.
Item 4. Description of Securities
Not applicable.
Item 5. Interest of Named Experts and Counsel
Mr. Rice M. Tilley, Jr. is a shareholder in the law firm of Law, Snakard
& Gambill, P.C. and is an Assistant Secretary of the Company.
Item 6. Indemnification of Directors and Officers
The Company's Restated Articles of Incorporation and Bylaws provide that
the Company shall indemnify all directors and officers of the Company to the
full extent permitted by the Texas Business Corporation Act. Under such
provisions any director or officer, who, in his capacity as such, is made or
threatened to be made a party to any suit or proceeding, shall be indemnified
if such director or officer acted in good faith and in a manner he reasonably
believed to be in, or not opposed to, the best interests of the Company. The
Company's Restated Articles of Incorporation and Bylaws and the Texas
Business Corporation Act further provide that such indemnification is not
<PAGE 4>
exclusive of any other rights to which such individuals may be entitled under
the Restated Articles of Incorporation, the Bylaws or any agreement, vote of
stockholders or disinterested directors, or otherwise.
Item 7. Exemption from Registration Claimed
Not applicable.
Item 8. Exhibits
(a) Exhibits. The following is a list of exhibits to this Registration
Statement:
4.1 The Company's 1986 Incentive and Nonqualified Stock Option
Plan, filed as Exhibit 10(c) to the Company's Registration
Statement on Form 10 (Registration No. 0-14908), filed with
the Commission and incorporated herein by reference.
4.2 Amendment Number One to the Company's 1986 Incentive and
Nonqualified Stock Option Plan as adopted by the Board of
Directors on May 1, 1987, filed as Exhibit 10.4 to the
Company's annual report on Form 10-K for the fiscal year ended
December 31, 1987, and incorporated herein by reference.
4.3 The Company's 1993 Stock Option Plan as adopted by the Board
of Directors on June 3, 1993, filed as Exhibit 10.4 to the
Company's Registration Statement on Form S-2 (Registration No.
33-73216), filed with the Commission and incorporated by
reference.
5. Opinion of Counsel as to Legality of Securities being
Registered.
23.1 Consent of Grant Thornton LLP
23.2 Consent of Law, Snakard & Gambill, P.C. (contained in Exhibit
5).
24. Power of Attorney.
Item 9. Undertakings
The Registrant hereby undertakes:
(a)(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 (the "Act");
(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;
(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 (i) and (ii) shall not apply if the
information required to be included in a post-effective amendment by those
<PAGE 5>
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 (the
"Exchange Act") that are incorporated by reference in the Registration
Statement.
(2) That, for the purpose of determining any liability under the
Act, 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) That, for the purposes of determining liability under the Act,
each filing of the Registrant's annual report pursuant to Section 13(a) or
Section 15(d) of the Exchange Act 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.
(h) Insofar as indemnification for liabilities arising under the
Act may be permitted to directors, officers and controlling persons of the
Registrant pursuant to the provisions described in Item 6 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 of 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 6>
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 Plano, State of Texas, on October
2, 1996.
TGC INDUSTRIES, INC., Registrant
By: ROBERT J. CAMPBELL
Robert J. Campbell, Vice-Chairman of the Board
and Chief Executive Officer
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons,
constituting a majority of the Board of Directors of the Registrant, on
behalf of the Registrant and in the capacities and on the dates indicated.
Signature Title Date
ROBERT J. CAMPBELL Vice-Chairman of the Board October 2, 1996
Robert J. Campbell and Chief Executive Officer
(Principal Executive Officer)
ALLEN T. McINNES Chairman of the Board October 2, 1996
Allen T. McInnes
WAYNE A. WHITENER President and Director October 2, 1996
Wayne A. Whitener
KENNETH W. USELTON Treasurer (Principal Financial October 2, 1996
Kenneth W. Uselton and Accounting Officer)
WILLIAM J. BARRETT Secretary and Director October 2, 1996
William J. Barrett
HERBERT M. GARDNER Director October 2, 1996
Herbert M. Gardner
H:\DOCS3\T9140\001\56817.1
<PAGE 7>
EXHIBIT INDEX
Sequential
Exhibit Number Page Number
5. Opinion of Counsel as to Legality of Securities being Registered . 8
23.1 Consent of Grant Thornton LLP. . . . . . . . . . . . . . . . . . 10
23.2 Consent of Law, Snakard & Gambill, a Professional
Corporation (contained in exhibit 5) . . . . . . . . . . . . . . .11
24. Power of Attorney. . . . . . . . . . . . . . . . . . . . . . . . 12
<PAGE 8>
EXHIBIT 5
OPINION OF COUNSEL AS TO LEGALITY OF SECURITIES BEING REGISTERED
October 2, 1996
TGC Industries, Inc.
1304 Summit Avenue
Suite 2
Plano, TX 75074
Re: Form S-8 Registration Statement
Gentlemen:
We have acted as counsel to TGC Industries, Inc., a Texas
corporation, (the "Company") in connection with the proposed
offering of the following shares of the Company's Common Stock,
$.10 par value (the "Common Stock"):
(1) 51,668 shares of Common Stock issuable by the Company
upon the exercise of presently outstanding options
granted under the Company's 1986 Incentive and
Nonqualified Stock Option Plan (as amended); and
(2) 625,000 shares of Common Stock issuable by the Company
upon exercise of presently outstanding options granted
under the Company's 1993 Stock Option Plan.
All of the above shares of Common Stock are offered pursuant
to a Registration Statement on Form S-8 (the "Registration
Statement") to which this opinion is being filed as an exhibit.
In our capacity as counsel to the Company, we have examined
and relied upon the Company's Restated Articles of Incorporation and Bylaws,
as amended, and the records of corporate proceedings with respect
to the approval of the proposed registration and the offering and
sale of the shares of Common Stock thereunder, and have made such
other investigations as we have deemed necessary and prudent for
the purposes of the opinions expressed herein.
Based upon the foregoing, but subject to the penultimate
paragraph of this letter, we are of the opinion that:
(1) All of the above described shares of Common Stock have
been duly authorized; and
(2) When (a) the Registration Statement shall become
effective; (b) the applicable provisions of the
securities laws of the various states have been compiled
with; and (c) the 51,668 shares of Common Stock issuable
upon the exercise of presently outstanding options
granted under the Company's 1986 Incentive and
Nonqualified Stock Option Plan (as amended) and the 625,000
shares of Common Stock issuable upon exercise of presently
outstanding options granted under the Company's 1993
Stock Option Plan have been issued and paid for in
accordance with (i) the terms and conditions set forth in
the Registration Statement and (ii) the terms and
conditions of the 1986 Incentive and Nonqualified Stock
Option Plan (as amended) and the 1993 Stock Option Plan,
respectively, and related documents entered or to be entered
into between the Company and a particular optionee, then, upon
delivery of such shares of Common Stock, such Common
Stock will be legally issued, fully paid and nonassessable.
This opinion is limited to the matters expressly set forth
herein, and no opinion is implied or may be inferred beyond the
matters expressly so stated.
We hereby consent to the filing of this opinion with the
Securities and Exchange Commission as an exhibit to the aforesaid
Registration Statement and of the use of our name in the Prospectus
constituting a part thereof.
Respectfully submitted,
/s/ Law, Snakard & Gambill, P.C.
LAW, SNAKARD & GAMBILL, P.C.
<PAGE 10>
EXHIBIT 23.1
CONSENT OF GRANT THORNTON LLP
Consent of Independent Certified Public Accountants
We have issued our report dated February 7, 1996 accompanying the
consolidated financial statements of TGC Industries, Inc. and Subsidiary
appearing in the annual report on Form 10-KSB for the year ended December 31,
1995, which is incorporated by reference in this Registration Statement. We
consent to the incorporation by reference in the Registration Statement of
the aforementioned report.
/s/ Grant Thornton, LLP
GRANT THORNTON, LLP
Dallas, Texas
October 7, 1996
<PAGE 11>
EXHIBIT 23.2
CONSENT OF LAW, SNAKARD & GAMBILL,
a Professional Corporation
(contained in Exhibit 5)
<PAGE 12>
EXHIBIT 24
POWER OF ATTORNEY
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that each of the undersigned
Directors and Executive Officers of TGC Industries, Inc. (the
"Company") hereby constitutes and appoints Robert J. Campbell,
William J. Barrett, and Herbert M. Gardner his true and lawful
attorney-in-fact and agent, with full power of substitution and
resubstitution, for him and in his name, place and stead, in any
and all capacities, to sign a Registration Statement on Form S-8
and any and all amendments (including post-effective amendments)
thereto, and to file the same, with all exhibits thereto, and all
other documents in connection therewith, with the Securities and
Exchange Commission for the purpose of registering, under the
Securities Act of 1933, the shares of the Company's Common Stock
issuable upon the exercise of Options issued under the Registrant's
1986 Incentive and Nonqualified Stock Option Plan and 1993 Stock
Option Plan granting unto said attorney-in-fact and agent full
power and authority to do and perform each and every act and thing
requisite and necessary to be done, as fully to all intents and
purposes as he might or could do in person, hereby ratifying and
confirming all that said attorney-in-fact and agent may lawfully do
or cause to be done by virtue hereof.
IN WITNESS WHEREOF, the undersigned have executed this Power
of Attorney this 2nd day of October, 1996.
Signature Title
ROBERT J. CAMPBELL Vice-Chairman of the Board
Robert J. Campbell and Chief Executive Officer
(Principal Executive Officer)
ALLEN T. McINNES Chairman of the Board
Allen T. McInnes
WAYNE A. WHITENER President and Director
Wayne A. Whitener
KENNETH W. USELTON Treasurer (Principal Financial
Kenneth W. Uselton and Accounting Officer)
WILLIAM J. BARRETT Secretary and Director
William J. Barrett
HERBERT M. GARDNER Director
Herbert M. Gardner
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