<PAGE>
- -------------------------------------------------------------------------------
- -------------------------------------------------------------------------------
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
----------------
FORM 10-KSB/A
(AMENDMENT NO. 2)
----------------
(Mark One)
[_] ANNUAL REPORT UNDER SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF
1934
FOR THE FISCAL YEAR ENDED JUNE 30, 1997
[X] TRANSITION REPORT UNDER SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE
ACT OF 1934
FOR THE TRANSITION PERIOD FROM JUNE 30, 1997 TO DECEMBER 31, 1997
COMMISSION FILE NUMBER 1-13817
----------------
BOOTS & COOTS
INTERNATIONAL WELL CONTROL, INC.
(NAME OF SMALL BUSINESS ISSUER IN ITS CHARTER)
DELAWARE 11-2908692
(STATE OR OTHER JURISDICTION OF (I.R.S. EMPLOYER IDENTIFICATION NO.)
INCORPORATION OR ORGANIZATION)
5151 SAN FELIPE, SUITE 450
HOUSTON, TEXAS 77056
(ADDRESS OF PRINCIPAL EXECUTIVE OFFICES) (ZIP CODE)
713-621-7911
(ISSUER'S TELEPHONE NUMBER, INCLUDING AREA CODE)
----------------
Securities registered under Section 12(b) of the Exchange Act:
<TABLE>
<CAPTION>
TITLE OF EACH CLASS NAME OF EACH EXCHANGE ON WHICH REGISTERED
------------------- -----------------------------------------
<S> <C>
Common Stock, $.00001 par value American Stock Exchange
</TABLE>
Securities registered under Section 12(g) of the Exchange Act: None
Check whether the issuer (1) has filed all reports required to be filed by
Section 13 or 15(d) of the Exchange Act during the past 12 months (or for such
shorter period that the registrant was required to file such reports), and (2)
has been subject to such filing requirements for the past 90 days. Yes [X]
No [_]
Check if there is no disclosure of delinquent filers in response to Item 405
of Regulation S-B contained in this form, and no disclosure will be contained,
to the best of registrant's knowledge, in definitive proxy or information
statements incorporated by reference in Part III of this Form 10-KSB or any
amendment to this Form 10-KSB [X].
State issuer's revenues for its most recent fiscal year: $2,564,087
State the aggregate market value of the voting stock held by non-affiliates
computed by reference to the price at which the stock was sold, or the average
bid and asked prices of such stock, as of a specified date within the past 60
days.
The aggregate market value of such stock on March 23, 1998, based on the
closing sales price on that date was $98,176,625.
The number of shares of the issuer's common stock outstanding on March 23,
1998 was 30,578,798.
- -------------------------------------------------------------------------------
- -------------------------------------------------------------------------------
<PAGE>
THIS DOCUMENT IS A COPY OF THE FORM 10-KSB/A FILED ON MAY 1, 1998, PURSUANT
TO A RULE 201 TEMPORARY HARDSHIP EXEMPTION
This Amendment No. 2 to Form 10-KSB amends the Form 10-KSB filed by the
registrant with the Commission on March 31, 1998, as amended by Amendment No.
1 filed on April 8, 1998 to add the information required in Items 9-12 of Part
III thereof in lieu of the filing of the registrant's definitive proxy
containing such information.
PART III
ITEM 9. DIRECTORS, EXECUTIVE OFFICERS, PROMOTERS AND CONTROL PERSONS;
COMPLIANCE WITH SECTION 16(A) OF THE EXCHANGE ACT.
The following table lists the name and age of each director and executive
officer of the Company, as well as those persons expected to make a
significant contribution to the Company.
<TABLE>
<CAPTION>
NAME AGE POSITION
---- --- --------
<S> <C> <C>
Larry H. Ramming 51 Chairman of the Board of Directors
Chief Executive Officer
Brian Krause 42 Director
President
Thomas L. Easley 52 Director
Vice President
Chief Financial Officer
Secretary
K. Kirk Krist 39 Director
Doug Johnson 45 Director
Jerry Winchester 38 Director
Other key officers, technical and operating personnel of the Company and its
principal subsidiaries and their ages are as follows:
<CAPTION>
NAME AGE POSITION
---- --- --------
<S> <C> <C>
Well Control Business Unit
Raymond Henry 53 Director of Well Control Operations
Richard Hatteberg 58 Senior Vice President, Well Control
Danny Clayton 49 Senior Vice President, President of
Boots & Coots/IWC de Venezuela, S.A.
Mike Foreman 35 Senior Well Control Specialist
Juan Moran 38 Senior Well Control Specialist
Rolando A. Gomez 41 Manager, Engineering and Training
James Tuppen 41 Senior Vice President, Well Control
Larry Flak 41 Vice President, Engineering Services
Operating Subsidiaries
Charles R. Hipp 60 President, ITS Supply Corporation
C.E. La Bounty 40 President, Abasco, Inc.
Lee Thompson 31 President, Code 3, Inc.
</TABLE>
BIOGRAPHIES OF EXECUTIVE OFFICERS AND DIRECTORS
Larry H. Ramming has served as the Chairman of the Board and Chief Executive
Officer of the Company since the acquisition of IWC Services by the Company on
July 29, 1997. At the Company's annual meeting of stockholders on December 8,
1997, Mr. Ramming was elected to serve as a Class I Director for a one-year
term
16
<PAGE>
that will expire on the date of the 1998 annual meeting of stockholders. Mr.
Ramming also serves on the Audit Committee. In addition to his positions with
the Company, Mr. Ramming has been actively involved in mortgage banking and
the packaging and resale of mortgage notes, consumer loans and other debt
instruments for over 15 years. In addition to his involvement in financial
instrument trading, Mr. Ramming is an active venture capital investor and
entrepreneur with substantial holdings in a number of public and private
corporations.
Brian Krause has served as the President and as a Director of the Company
since the acquisition of IWC Services by the Company on July 29, 1997. At the
Company's annual meeting of stockholders on December 8, 1997, Mr. Krause was
elected to serve as a Class III Director for a three year term that will
expire on the date of the annual meeting of stockholders in calendar year
2000. Mr. Krause brings over 19 years of well control and firefighting
experience to the Company. Before joining the group that founded IWC Services,
Mr. Krause was employed for 18 years by the Red Adair Company, Houston, Texas.
Mr. Krause joined the Red Adair Company as a Well Control Specialist in August
1978, was promoted to Vice President in June 1989 and was again promoted to
Vice President & Senior Well Control Specialist in February 1994. During his
tenure with the Red Adair Company, Mr. Krause participated in hundreds of well
control events worldwide. Mr. Krause, along with Messrs. Henry, Hatteberg and
Clayton, resigned from the Red Adair Company in August 1994 and began the
independent business activities that led to the formation of IWC Services in
May 1995.
Thomas L. Easley has served as Vice President and Chief Financial Officer of
the Company since the acquisition of IWC Services by the Company on July 29,
1997 and as director since March 25, 1998. Mr. Easley was elected to serve as
a Class I Director for a term that will expire on the date of the 1998 annual
meeting of stockholders. From May 1995 through July 1996, Mr. Easley served as
Vice President and Chief Financial Officer of DI Industries, Inc. a publicly-
held oil and gas drilling contractor with operations in the U.S., Mexico,
Central America and South America. Previously, from June 1992 through May
1995, he served as Vice President-Finance of Huthnance International, Inc., a
closely-held offshore oil and gas drilling contractor. From April 1984 through
June 1992, Mr. Easley was Vice President and Chief Financial Officer for the
Granada group of companies. Mr. Easley is a graduate of Tarleton State
University (BS 1967) and Texas A&M University (MBA 1968). Mr. Easley is also a
Certified Public Accountant.
K. Kirk Krist has served as a member of the Company's Board of Directors
since the acquisition of IWC Services by the Company on July 29, 1997. At the
Company's annual meeting of stockholders on December 8, 1997, Mr. Krist was
elected to serve as a Class III Director for a three year term that will
expire on the date of the annual meeting of stockholders in calendar year
2000. Mr. Krist also serves on the Audit and Compensation Committees. Mr.
Krist has been a self employed oil and gas investor and venture capitalist
since 1982. Mr. Krist is a graduate of the University of Texas (BBA 1982)
Doug Johnson was elected to the Board of Directors at the annual meeting of
stockholders on December 8, 1998, to serve as a Class II Director for a two-
year term that will expire on the date of the 1999 annual meeting of
stockholders. Mr. Johnson also serves on the Audit Committee. He has not
previously held a position or office with the Company. Mr. Johnson presently
serves as president of Johnson Broadcasting, Inc., a privately-held company
that owns KNWS-TV51 in Houston, Texas and KLDT-TV55 in Dallas, Texas.
Previously, Mr. Johnson served as Vice President of DJ Broadcasting, Inc. a
family-owned corporation that operated WXON-TV20 in Detroit, Michigan. Mr.
Johnson attended the University of Michigan.
Jerry Winchester was elected to the Board of Directors at the annual meeting
of stockholders on December 8, 1998, to serve as a Class II Director for a
two-year term that will expire on the date of the 1999 annual meeting of the
stockholders. Mr. Winchester also serves on the Compensation Committee. He has
not previously held a position or office with the Company. Mr. Winchester
presently serves as product manager for Well Control, Coiled Tubing and
Special Services of Halliburton Energy Services, a position he has held since
1993. Before assuming this position, Mr. Winchester was employed by
Halliburton Energy Services for 10 years in other positions of increasing
responsibility. Mr. Winchester is a graduate of Oklahoma State University.
17
<PAGE>
BIOGRAPHIES OF KEY PERSONNEL
Raymond Henry has served as the Director of Well Control Operations of the
Company since the acquisition of IWC Services by the Company on July 29, 1997.
Mr. Henry brings over 34 years of well control and firefighting experience to
the Company. Before joining the group that founded IWC Services, Mr. Henry was
employed for 32 years by the Red Adair Company, Houston, Texas. Mr. Henry
joined the Red Adair Company as a Well Control Specialist in June 1962 and was
promoted to Senior Vice President in June 1979. During his tenure with the Red
Adair Company, Mr. Henry participated in hundreds of well control events
worldwide. Mr. Henry, along with the Messrs. Krause, Hatteberg and Clayton,
resigned from the Red Adair Company in August 1994 and began the independent
business activities that led to the formation of IWC Services in May 1995.
Richard Hatteberg has served as Senior Vice President of the Company since
the acquisition of IWC Services by the Company on July 29, 1997. Mr. Hatteberg
brings over 31 years of well control and firefighting experience to the
Company. Before joining the group that founded the Company, Mr. Hatteberg was
employed for 29 years by the Red Adair Company, Houston, Texas. Mr. Hatteberg
joined the Red Adair Company as a Senior Well Control Specialist in June 1965
and was promoted to Senior Vice President & Senior Well Control Specialist in
February 1994. During his tenure with the Red Adair Company, Mr. Hatteberg
participated in hundreds of well control events worldwide. Mr. Hatteberg,
along with Messrs. Krause, Henry and Clayton, resigned from the Red Adair
Company in August 1994 and began the independent business activities that led
to the formation of IWC Services in May 1995.
Danny Clayton has served as a Senior Vice President of the Company since the
acquisition of IWC Services by the Company on July 29, 1997 and as President
of Boots & Coots Inc. de Venezuela S.A. Mr. Clayton brings over 18 years of
well control and firefighting experience to the Company. Before joining the
group that founded the Company, Mr. Clayton was employed for 18 years by the
Red Adair Company, Houston, Texas. Mr. Clayton joined the Red Adair Company as
a Well Control Specialist in June 1979, was promoted to Vice President in
January 1989 and was again promoted to Vice President & Senior Well Control
Specialist in February 1994. During his tenure with the REd Adair Company, Mr.
Clayton participated in hundreds of well control events worldwide. Mr.
Clayton, along with Messrs. Henry, Krause and Hatteberg, resigned from the Red
Adair Company in August 1994 and began the independent business activities
that led to the formation of IWC Services in May 1995.
Mike Foreman has served as a Senior Well Control Specialist of the Company
since the acquisition of IWC Services by the Company on July 29, 1997. Mr.
Foreman brings over 11 years of well control and firefighting experience to
the Company. Before joining the Company, Mr. Foreman was employed for 9 years
by the Red Adair Company, Houston, Texas, as a Well Control Specialist. During
his tenure with the Red Adair Company, Mr. Foreman participated in a large
number of well control events worldwide, including offshore blowouts in
Nigeria and Venezuela, onshore blowouts in North and South America, and the
Piper Alpha platform disaster. Mr. Foreman resigned from the Red Adair Company
in August 1994 in order to work with Messrs. Henry, Krause, Hatteberg and
Clayton in their new venture.
Juan Moran has served as a Senior Well Control Specialist of the Company
since the acquisition of IWC Services by the Company on July 29, 1997. Mr.
Moran brings over 8 years of well control and firefighting experience to the
Company. Before joining IWC Services, Mr. Moran was employed for 6 years by
the Red Adair Company, Houston, Texas, as a Well Control Specialist. During
his tenure with the Red Adair Company, Mr. Moran participated in a large
number of well control events worldwide, including offshore blowouts in
Nigeria and Venezuela, onshore blowouts in North and South America, and the
Piper Alpha platform disaster. Mr. Moran resigned from the Red Adair Company
in August 1994 in order to work with Messrs. Henry, Krause, Hatteberg and
Clayton in their new venture.
Rolando A. Gomez has served as Manager, Engineering and Training, of the
Company since the acquisition of IWC Services by the Company on July 29, 1997.
Before joining the Company, Mr. Gomez spent approximately 18 years in various
technical positions in the energy sector including drilling engineering
18
<PAGE>
consultant, energy claims adjustor, licensed property and marine surveying,
sales manager in the Latin American region of a drilling and completion
equipment manufacturer and as a senior well control instructor and drilling
fluids instructor. Mr. Gomez has a BS in Civil Engineering Technology from
Texas A&M University (1977).
James Tuppen was partner of Boots & Coots prior to joining the Company, and
is a 20 year well control veteran serving as a lead fire control specialist on
both offshore and onshore blowouts. Mr. Tuppen has controlled blowouts and
fires in North America, South America, Northern Africa, Australia and the
Middle East and recently served as co-manager of the Pedernales Old Well
Abandonment Project in the jungles of Venezuela's lower Orinoco River Delta.
Larry Flak is a registered professional engineer who trained under W.C.
Goins, the father of modern well control, and has devoted more than 20 years
to drilling engineering and well control supervision. During his career, Mr.
Flak has participated in the control of numerous blowouts and has formulated
and implemented kill procedures and relief well plans in field locations
worldwide. Before joining the Company, Mr. Flak served as a consultant to
Boots & Coots and others, including as a special technical consultant to the
U.S. Armed Forces during his service with the Kuwait Oil Company, and he
managed the daily firefighting operations in Kuwait following the Gulf War. In
this capacity, Mr. Flak was personally responsible for the development,
implementation and logistical support for the control of nearly 700 burning
wells that were set ablaze by retreating Iraqi troops.
Charles R. Hipp has served as president of ITS Supply Corporation since its
acquisition by the Company in January 1998. From 1972 through 1997 Mr. Hipp
served in various management positions, including President, of International
Tool & Supply, the predecessor operating company of ITS Supply Corporation.
Mr. Hipp has a BS in Business Administration from Texas A&M University (1959).
C.E. "Chuck" La Bounty has served as President of ABASCO, Inc., since its
acquisition by the Company in September 1997. From 1991 through 1997 Mr. La
Bounty served in various management positions, including President, of the
predecessor operating company of ABASCO Inc. Mr. La Bounty has a BS in
Education from Stephen F. Austin University.
Lee Thompson has served as President of Code 3, Inc. since its acquisition
by the Company in February 1998. From 1993 through such date, Mr. Thompson
served as President and was a founding shareholder of Code 3, Inc. Prior to
1993, Mr. Thompson was employed as an engineer for Halliburton Services and as
a municipal firefighter. Mr. Thompson has a BS in Engineering Science from the
University of Oklahoma.
19
<PAGE>
ITEM 10. EXECUTIVE COMPENSATION.
Boots & Coots International Well Control, Inc. is a holding company, all of
the business activities of which is conducted by its subsidiaries.
The Summary Compensation Table below sets forth individual compensation
information for the Chief Executive Officer and any other officer or director
who received cash compensation in excess of $100,000 for the twelve month
period ended December 31, 1997 and the six month transition period from July
1, 1997 to December 31, 1997. Long-term compensation awards reflect awards
made by the Company, while the calendar year annual compensation disclosures
reflect amounts paid by the Company and IWC Services, Inc., prior to its
acquisition by the Company.
SUMMARY COMPENSATION TABLE
<TABLE>
<CAPTION>
LONG-TERM
ANNUAL COMPENSATION
COMPENSATION AWARDS
--------------- ------------
RESTRICTED ALL
NAME AND STOCK OTHER
PRINCIPAL POSITION PERIOD SALARY BONUS AWARDS COMPENSATION
------------------ ---------------- -------- ------ ------------ ------------
<S> <C> <C> <C> <C> <C>
Larry H. Ramming........ 1997 $98,565 $2,604 -- $ --
Chairman of the 7/1/97--12/31/97 59,945 2,604 -- --
Board and Chief
Executive Officer
Thomas L. Easley........ 1997 $133,725 -- $531,922.50(1) --
Chief Financial Officer 7/1/97--12/31/97 $ 92,850 -- $531,922.50(1) --
</TABLE>
- --------
(1) An aggregate of 90,540 shares of restricted Common Stock were granted to
Mr. Easley by the Company during the six month transition period from July
1, 1997 to December 31, 1997. The aggregate value thereof on December 31,
1997, determined by multiplying the number of shares granted by the
closing sales price on such date was $339,525. The value set forth above
and in the table has been calculated in accordance with the rules of the
Securities and Exchange Commission, which in the opinion of the Company
overstates the value thereof; the Company estimates that fair market value
on the date of grant was substantially less than the calculation from the
formula set forth above due, in part, to the restricted nature of the
grant, volatility in the public market for the Company's stock due to
limited trading volumes and the price at which the Company had recently
offered restricted shares of Common Stock in a private placement.
EMPLOYMENT ARRANGEMENTS
Mr. Ramming, the Company's Chairman and Chief Executive Officer, is actively
involved in a number of independent business activities and does not devote
his full time to the affairs of the Company. Accordingly, Mr. Ramming may face
certain conflicts of interest in allocating his time between the Company and
his other business activities. Mr. Ramming has executed a one year employment
agreement with the Company which allows for his outside activities provided
that he devotes such time to the Company's affairs as is reasonably necessary
for the performance of his duties, such activities are not competitive with
the Company's business and such activities do not materially adversely affect
his performance as an officer and director of the Company. Mr. Ramming's
employment agreement, which was effective as of August 1, 1997, provides for
an annual salary of $125,000 and an annual automobile allowance of $12,000.
Mr. Ramming has agreed prospectively to curtail all material outside business
activities in connection with the negotiation of a multiple year employment
contract with the Company.
Mr. Easley served as Chief Financial Officer of the Company during 1997 and
performed certain other services, including sourcing and conducting due
diligence on certain acquisition prospects and raising debt and equity
capital, pursuant to a consulting arrangement with the Company. The Company is
currently negotiating an employment arrangement with Mr. Easley.
20
<PAGE>
1997 Outside Directors' Option Plan. On November 12, 1997, the Board of
Directors of the Company adopted the 1997 Outside Directors' Option Plan (the
"Directors' Plan") and the Company's stockholders approved such plan on
December 8, 1997. The Directors' Plan provides for the issuance each year of
an option to purchase 15,000 shares of Common Stock to each member of the
Board of Directors who is not an employee of the Company. The purpose of the
Directors' Plan is to encourage the continued service of outside directors and
to provide them with additional incentive to assist the Company in achieving
its growth objectives. Options may be exercised over a five-year period with
the initial right to exercise starting one year from the date of the grant,
provided the director has not resigned or been removed for cause by the Board
of Directors prior to such date. After one year from the date of the grant,
options outstanding under the Directors' Plan may be exercised regardless of
whether the individual continues to serve as a director. Options granted under
the Directors' Plan are not transferable except by will or by operation of
law. As of the date hereof options to purchase 45,000 shares of Common Stock
have been granted under the Directors' Plan at an exercise price of $4.375 per
share.
COMPENSATION OF DIRECTORS
In addition to stock option issuances under the Directors' Plan, Directors
who are not employees of the Company receive $250 for their attendance at each
Board of Directors and committee meeting and are reimbursed for their travel,
lodging and food expenses incurred in connection with attending such meetings.
ITEM 11. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT.
The following table sets forth, as of March 23, 1998, information regarding
the ownership of Common Stock of the Company owned by (i) each person (or
"group" within the meaning of Section 13(d)(3) of the Security Exchange Act of
1934) known by the Company to own beneficially more than 5% of the Common
Stock; (ii) each director of the Company, (iii) each of the named executive
officers and (iv) all executive officers and directors of the Company as a
group.
<TABLE>
<CAPTION>
NAME AND ADDRESS OF AMOUNT AND NATURE OF
BENEFICIAL OWNER(1) BENEFICIAL OWNERSHIP PERCENT OF CLASS
------------------- -------------------- ----------------
<S> <C> <C>
*Larry H. Ramming(2) 9,115,400(3) 29.9%
*Raymond Henry(2) 4,791,200(4) 15.7%
Mark S. Howells(5) 1,765,988 5.8%
2390 E. Camelback Road
Phoenix, Arizona 85016
Jeffrey J. Puglisi(5) 1,566,615 5.1%
2390 E. Camelback Road
Phoenix, Arizona 85016
*Brian Krause(2) 1,366,200 4.4%
*Doug Johnson 1,015,333 3.3%
*Jerry Winchester -0- -0-
*K. Kirk Krist 570,700 1.9%
*Thomas L. Easley 217,040 0.7%
*All executive officers and directors
as a group (seven persons) 10,943,473 35.79%
</TABLE>
- --------
(1) Unless otherwise noted, the business address for purposes hereof for each
person listed is 5151 San Felipe, Suite 450, Houston, Texas 77056.
Beneficial owners have sole voting and investment power with respect to
the shares unless otherwise noted.
(2) In May 1995, Messrs. Krause, Henry, Hatteberg and Clayton entered into the
Voting Trust Agreement which gives Messrs. Ramming and Henry, as co-
trustees, the absolute right to vote all the shares of the Company's
Common Stock now owned or hereafter acquired by Messrs. Krause, Henry,
Hatteberg and Clayton during the five-year period ending December 31,
2000; provided that twenty percent of such
21
<PAGE>
securities may be released therefrom each year upon the written request of
such party. Currently 40% of such shares are subject to, but have not yet
been, released. In the event that Messrs. Ramming and Henry are unable to
reach an agreement respecting the voting of such shares, the Voting Trust
Agreement designates Charles T. Phillips, attorney at law, as the
tiebreaker.
(3) Includes 4,324,200 shares owned by Mr. Ramming and members of his
immediate family, including certain family-owned entities. Also includes
4,791,200 shares owned by Messrs. Krause, Henry, Hatteberg and Clayton,
all of which are subject to the Voting Trust Agreement under which Messrs.
Ramming and Henry serve as co-trustees.
(4) Includes 1,150,000 shares owned by Mr. Henry and 3,641,200 owned by
Messrs. Krause, Hatteberg and Clayton, all of which are subject to the
Voting Trust Agreement under which Messrs. Ramming and Henry serve as co-
trustees.
(5) Does not include a warrant to purchase 696,500 shares of common stock held
by Arizona Securities Group, Inc., of which Messrs. Howells and Puglisi
are principals.
ITEM 12. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS.
TRANSACTIONS WITH BUCKINGHAM CAPITAL CORPORATION
The Company had a services agreement with Buckingham Capital Corporation,
which is beneficially owned by the minor child of the Company's Chief
Executive Officer, Larry H. Ramming, which was terminated on December 31,
1997. Pursuant to such agreement, the Company paid fees to Buckingham Capital
Corporation for certain office support equipment and administrative personnel,
which fees were not materially different from the costs incurred by Buckingham
Capital Corporation. Management believes such charges were comparable to what
the Company would have paid to third parties for such equipment and personnel.
For the period from May 4, 1995 (inception) through June 30, 1995, the year
ended June 30, 1996 and June 30, 1997, and the six month period ended December
31, 1997, the Company paid $0, $214,542, $235,981 and $186,669 respectively,
to Buckingham Capital Corporation for such services.
During the year ended June 30, 1997 and the six month period ended December
31, 1997, the Company incurred $155,500 and $144,500, respectively, in
financial consulting fees for services rendered by Buckingham Capital
Corporation in connection with the Company's private offering of $3,000,000
principal amount 12% Senior Subordinated Notes.
TRANSACTIONS INVOLVING ARIZONA SECURITIES
Arizona Securities Group, Inc. ("'Arizona Securities"), served as one of two
placement agents appointed by the Company in connection with the Company's
September Private Placement of 7,475,000 shares of Common Stock. Among the
principals of Arizona Securities are Mark S. Howells and Jeffrey J. Puglisi.
In connection therewith, the Company paid Arizona Securities a placement fee
of $710,000 and issued to Arizona Securities a warrant to purchase 696,500
shares of Common Stock at an exercise price of $1.20 per share. In addition,
the Company paid Arizona Securities a non-accountable expenses allowance in
the amount of $224,250 and paid approximately $57,000 to legal counsel for the
placement agents for fees incurred in connection with such offering.
22
<PAGE>
SIGNATURES
IN ACCORDANCE WITH SECTION 13 OR 15(D) OF THE EXCHANGE ACT, THE REGISTRANT
CAUSED THIS REPORT TO BE SIGNED ON ITS BEHALF BY THE UNDERSIGNED THEREUNTO DULY
AUTHORIZED.
Boots & Coots International Well Control, Inc.
/s/ Larry H. Ramming
By:________________________________
Larry H. Ramming, Chief Executive Date: April 30, 1998
Officer
IN ACCORDANCE WITH THE EXCHANGE ACT, THIS REPORT HAS BEEN SIGNED BELOW BY THE
FOLLOWING PERSONS ON BEHALF OF THE REGISTRANT AND IN THE CAPACITIES AND ON THE
DATE INDICATED.
<TABLE>
<S> <C>
</TABLE>
SIGNATURE TITLE DATE
By:/s/ Larry H. Ramming Chief Executive
-------------------------------- Officer and April 30, 1998
Larry H. Ramming Director
By:/s/ Thomas L. Easley Chief Financial
-------------------------------- Officer and April 30, 1998
Thomas L. Easley Director
By:/s/ David G. Williams Controller
-------------------------------- April 30, 1998
David G. Williams
By:/s/ Brian Krause President and
-------------------------------- Director April 30, 1998
Brian Krause
By:/s/ Kirk Krist Director
-------------------------------- April 30, 1998
Kirk Krist
By:/s/ Doug Johnson Director
-------------------------------- April 30, 1998
Doug Johnson
By:/s/ Jerry Winchester Director
-------------------------------- April 30, 1998
Jerry Winchester
23
