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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) March 31, 1997
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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 March 31, 1997 Ponder Industries, Inc., a Delaware corporation (the
"Company") sold 511,200 shares of its common stock, $0.01 par value ("Common
Stock") to Optimum Fund, a Grand Cayman corporation (the "Purchaser") for
$450,000 cash pursuant to a Regulation S Subscription Agreement (the
"Agreement") between the
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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 of the rules and
regulations ("Regulation S") promulgated under the Securities Act by the
Securities and Exchange Commission. U.S. Milestone Corporation, a New York
corporation ("USMC"), acted as the distributor, as that term is defined in Rule
902(c) of Regulation S. USMC received a commission of $45,000 for its efforts
as a distributor. 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.
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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,
Executive Vice President and Chief
Financial Officer
(Principal Accounting Officer)
DATE: April 11, 1997
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