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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) April 23, 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 April 23, 1997 Ponder Industries, Inc., a Delaware corporation (the
"Company") sold 761,904 shares of its common stock, $0.01 par value ("Common
Stock") to OREZ Ltd., a Bermuda corporation (the "Purchaser"), in consideration
for $450,000
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cash pursuant to a Regulation S Subscription Agreement dated April 23, 1997
(the "Agreement"), between the Company and the Purchaser. Pursuant to the
terms of the Agreement, the Purchaser also received a warrant (the "Warrant")
to purchase 389,952 shares of Common Stock at a per share exercise price of
$1.08. The Warrant may be exercised at any time between August 23, 1997 and
April 23, 1999. 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 its status as a non-U.S.
person (as that term is defined in Regulation S), that it 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: May 7, 1997
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