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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Filed Pursuant to Section 13 or 15(d) of the Securities Act of 1934
Date of Report (Date of earliest event reported) June 19, 1997
PONDER INDUSTRIES, INC.
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(Exact name of registrant as specified in its charter)
Delaware 0-18656 75-2268672
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(State or other (Commission (IRS Employer
jurisdiction of File Number) Identification No.)
incorporation)
5005 Riverway Drive, Suite 550, Houston, Texas 77056
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code (713) 965-0653
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Not Applicable
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(Former name or former address, if changed since last report)
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Item 1. Change in Control of Registrant.
Not Applicable.
Item 2. Acquisition or Disposition of Assets.
Not Applicable
Item 3. Bankruptcy or Receivership.
Not Applicable.
Item 4. Changes in Registrant's Certifying Accountant.
Not Applicable.
Item 5. Other Events.
Not Applicable.
Item 6. Resignations of Registrant's Directors.
Not Applicable.
Item 7. Financial Statements and Exhibits.
Not Applicable
Item 8. Change in Fiscal Year.
Not Applicable.
Item 9. Sales of Equity Securities Pursuant to Regulation S.
On June 19, 1997, Ponder Industries, Inc., a Delaware corporation (the
"Company") sold 560,015 shares of its common stock, $0.01 par value ("Common
Stock") to Charles G. Kucey, a Canadian citizen (the "Purchaser"), in
consideration for $300,000 cash pursuant to a Regulation S Subscription
Agreement dated June 19, 1997 (the
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"Agreement"), among the Company and the Purchaser. The Common Stock was not
registered under the Securities Act of 1933, as amended (the "Securities Act"),
pursuant to the exemptions for such registration provided under Regulation S
("Regulation S") of the rules and regulations promulgated under the Securities
Act by the Securities and Exchange Commission. The Company relied upon certain
representations and warranties of the Purchaser, including, among other things,
as to his status as a non-U.S. person (as that term is defined in Regulation
S), that he received and executed the Agreement outside of the U.S., and
certain additional offering restrictions required by Rule 903 of Regulation S.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934,
the Registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.
PONDER INDUSTRIES, INC.
By: /s/ Eugene L. Butler
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Eugene L. Butler,
President
DATE: June 25, 1997
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