<PAGE> 1
AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON JULY 2, 1998
REGISTRATION NO. 333-43219
================================================================================
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
------------------------
AMENDMENT NO. 5
TO
FORM S-1
REGISTRATION STATEMENT
UNDER THE SECURITIES ACT OF 1933
------------------------
GRANT GEOPHYSICAL, INC.
(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
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<S> <C> <C>
DELAWARE 1382 76-0548468
(STATE OR OTHER JURISDICTION (PRIMARY STANDARD INDUSTRIAL (I.R.S. EMPLOYER
OF INCORPORATION OR ORGANIZATION) CLASSIFICATION CODE NUMBER) IDENTIFICATION NO.)
</TABLE>
------------------------
16850 PARK ROW
HOUSTON, TEXAS 77084
(281) 398-9503
(ADDRESS, INCLUDING ZIP CODE, AND TELEPHONE NUMBER,
INCLUDING AREA CODE, OF REGISTRANT'S PRINCIPAL EXECUTIVE OFFICES)
------------------------
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<S> <C>
LARRY E. LENIG, JR. JONATHAN D. POLLOCK
PRESIDENT AND CHIEF EXECUTIVE OFFICER ELLIOTT ASSOCIATES, L.P.
GRANT GEOPHYSICAL, INC. 712 FIFTH AVE.
16850 PARK ROW NEW YORK, NEW YORK 10011
HOUSTON, TEXAS 77084 (212) 506-2999
(281) 398-9503
</TABLE>
(NAME, ADDRESS, INCLUDING ZIP CODE, AND TELEPHONE NUMBER, INCLUDING AREA CODE,
OF AGENTS FOR SERVICE)
------------------------
COPY TO:
CHRISTOPHER M. KELLY, ESQ.
JONES, DAY, REAVIS & POGUE
901 LAKESIDE AVENUE
CLEVELAND, OHIO 44114
(216) 586-3939
APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO PUBLIC:
As soon as practicable after this Registration Statement becomes effective.
If any of the securities being registered on this Form are to be offered on
a delayed or continuous basis pursuant to Rule 415 under the Securities Act of
1933, check the following box. [ ]
If this Form is filed to register additional securities for an offering
pursuant to Rule 462(b) under the Securities Act, please check the following box
and list the Securities Act registration statement number of the earlier
effective registration statement for the same offering. [ ]
If this Form is a post-effective amendment filed pursuant to Rule 462(c)
under the Securities Act, check the following box and list the Securities Act
registration number of the earlier effective registration statement for the same
offering. [ ]
If delivery of the prospectus is expected to be made pursuant to Rule 434,
please check the following box. [ ]
------------------------
The Registrant hereby amends this Registration Statement on such date or
dates as may be necessary to delay its effective date until the Registrant shall
file a further amendment which specifically states that this Registration
Statement shall thereafter become effective in accordance with Section 8(a) of
the Securities Act of 1933 or until this Registration Statement shall become
effective on such date as the Commission, acting pursuant to said Section 8(a),
may determine.
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<PAGE> 2
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
ITEM 13. OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION.
The following is a list of the estimated expenses to be incurred by the
Company in connection with the issuance and distribution of the Common Stock
being registered hereby.
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<S> <C>
Securities and Exchange Commission registration fee......... $ 5,103
National Association of Securities Dealers, Inc. filing
fee....................................................... $ 2,230
Transfer Agent's and Registrar's fees....................... $ 10,000
Subscription Agent's fees................................... $ 15,000
Printing costs.............................................. $160,000
Accounting fees and expenses................................ $115,000
Legal fees and expenses..................................... $225,000
Miscellaneous expenses...................................... $ 42,667
--------
Total.................................................. $575,000
========
</TABLE>
ITEM 14. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
Section 145 of the Delaware General Corporation Law (the "DGCL") makes
provision for the indemnification of officers and directors of corporations in
terms sufficiently broad to indemnify the officers and directors of the
Registrant under certain circumstances from liabilities (including reimbursement
of expenses incurred) arising under the Securities Act of 1933, as amended (the
"Securities Act").
As permitted by the DGCL, the Registrant's Certificate of Incorporation
(the "Charter") provides that, to the fullest extent permitted by the DGCL, no
director shall be liable to the Registrant or to its stockholders for monetary
damages for breach of his fiduciary duty as a director. Delaware law does not
permit the elimination of liability (i) for any breach of the director's duty of
loyalty to the Registrant or its stockholders, (ii) for acts or omissions not in
good faith or which involve intentional misconduct or a knowing violation of
law, (iii) in respect of certain unlawful dividend payments or stock redemptions
or repurchases or (iv) for any transaction from which the director derives an
improper personal benefit. The effect of this provision in the Charter is to
eliminate the rights of the Registrant and its stockholders (through
stockholders' derivative suits on behalf of the Registrant) to recover monetary
damages against a director for breach of fiduciary duty as a director thereof
(including breaches resulting from negligent or grossly negligent behavior)
except in the situations described in clauses (i)-(iv), inclusive, above. These
provisions will not alter the liability of directors under federal securities
laws.
The Registrant's Bylaws (the "Bylaws") provide that the Registrant may
indemnify any person who was or is a party or is threatened to be made a party
to any threatened, pending or completed action, suit or proceeding, whether
civil, criminal, administrative or investigative (other than an action by or in
the right of the Registrant) by reason of the fact that he is or was a director,
officer, employee or agent of the Registrant or is or was serving at the request
of the Registrant as a director, officer, employee or agent of another
corporation or enterprise, against expenses (including attorneys' fees),
judgments, fines and amounts paid in settlement actually and reasonably incurred
by such person in connection with such action, suit or proceeding if such person
acted in good faith and in a manner he reasonably believed to be in or not
opposed to the best interests of the Registrant, and, with respect to any
criminal action or proceeding, had no reasonable cause to believe such person's
conduct was unlawful.
The Bylaws also provide that the Registrant may indemnify any person who
was or is a party or is threatened to be made a party to any threatened, pending
or completed action or suit by or in the right of the Registrant to procure a
judgment in its favor by reason of the fact that such person acted in any of the
capacities set forth above, against expenses (including attorneys' fees)
actually and reasonably incurred by such person in connection with the defense
or settlement of such action or suit if such person acted under similar
standards, except that no indemnification may be made in respect of any claim,
issue or matter as to which such person shall have been
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<PAGE> 3
adjudged to be liable to the Registrant unless and only to the extent that the
Court of Chancery of the State of Delaware or the court in which such action or
suit was brought shall determine upon application that despite the adjudication
of liability but in view of all the circumstances of the case, such person if
fairly and reasonably entitled to indemnity for such expenses which the Court of
Chancery or such other court shall deem proper.
The Bylaws also provide that to the extent a director or officer of the
Registrant has been successful in the defense of any action, suit or proceeding
referred to in the previous paragraphs or in the defense of any claim, issue, or
matter therein, he shall be indemnified against expenses (including attorneys'
fees) actually and reasonably incurred by him in connection therewith; that
indemnification provided for in the Bylaws shall not be deemed exclusive of any
other rights to which the indemnified party may be entitled; and that the
Registrant may purchase and maintain insurance on behalf of a director or
officer of the Registrant against any liability asserted against him or incurred
by him in any such capacity or arising out of his status as such whether or not
the Registrant would have the power to indemnify him against such liabilities
under such Bylaws.
ITEM 15. RECENT SALES OF UNREGISTERED SECURITIES.
On September 30, 1997, the Company issued 9,785,581 shares of Preferred
Stock to each of Elliott and Westgate in exchange for an aggregate of
$19,571,162 in cash and/or satisfaction of indebtedness of the Company.
In connection with the consummation of the Plan, on September 30, 1997, the
Company issued one share of Common Stock to Elliott in exchange for $1.00. On
December 19, 1997, the Company effected a two-to-one stock split in the form of
a stock dividend of shares to Elliott.
On December 18, 1997, Grant exchanged 9,571.162 shares of Preferred Stock
held by Elliott, together with accrued dividends thereon, for the Subordinated
Note.
On December 19, 1997, in connection with the Acquisition, the Selling
Stockholders transferred their shares of Solid State Stock to Grant in exchange
for 4,652,555 shares of Common Stock.
On December 30, 1997, the Company issued 4,094,494 shares of Common Stock
to Elliott and 5,405,504 shares of Common Stock to Westgate in exchange for an
aggregate of $33,953,054.
On February 18, 1998, the Company issued $100 million aggregate principal
amount of its 9 3/4% Senior Notes due 2008, Series A to Jefferies & Company,
Inc. (the "Initial Purchaser"). The Original Notes are guaranteed by the
Subsidiary Guarantors.
The foregoing transactions were effected pursuant to the exemption from
registration provided by Section 4(2) of the Securities Act.
ITEM 16. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES.
(a) Exhibits. The following Exhibits are filed herewith and made a part
hereof:
<TABLE>
<CAPTION>
EXHIBIT
NUMBER DESCRIPTION OF DOCUMENT
- ------- -----------------------
<C> <S>
2.1 GGI's Second Amended Plan of Reorganization under chapter 11
of the Bankruptcy Code.
2.2 Offer to Purchase for Cash all of the Common Shares of Solid
State not already held by or on behalf of SSGI or its
Affiliates at a price of Cdn $3.50 per Common Share by SSGI.
3.1(i) Restated Certificate of Incorporation of the Company, as
amended.
3.1(ii) Amended and Restated By-Laws of the Company.
4.1 Specimen Certificate for the Common Stock, par value $.001,
of the Company.
4.2 Registration Rights Agreement between Grant and Elliott,
dated September 19, 1997.
4.3 Amendment No. 1 to Registration Rights Agreement between
Grant and Elliott, dated October 1, 1997.
4.4 Amendment No. 2 to Registration Rights Agreement between
Grant and Elliott, dated December 17, 1997.
</TABLE>
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<TABLE>
<CAPTION>
EXHIBIT
NUMBER DESCRIPTION OF DOCUMENT
- ------- -----------------------
<C> <S>
4.5 Registration Rights Agreement among the Company, the
Subsidiary Guarantors and the Initial Purchaser, dated
February 18, 1998.
4.6 Indenture among the Company, the Subsidiary Guarantors and
LaSalle National Bank, as Trustee, dated February 18, 1998.
5.1 Opinion of Jones, Day, Reavis & Pogue as to the validity of
the securities being offered.
10.1 Loan and Security Agreement between Grant and Elliott, dated
October 1, 1997.
10.2 First Amendment to Loan and Security Agreement between Grant
and Elliott, dated December 19, 1997.
10.3 Demand Promissory Note from Grant to Elliott, dated November
26, 1997.
10.4 Subordinated Promissory Note from Grant to Elliott, dated
December 18, 1997.
10.5 Stock Purchase Agreement among the Company, Elliott and
Westgate, dated December 19, 1997.
10.6 Restated and Amended Employment Agreement between Grant and
Larry E. Lenig, Jr., dated October 1, 1997.
10.7 Executive Employment Agreement between Solid State and
Mitchell L. Peters, dated November 24, 1997.
10.8 Grant Geophysical, Inc. 1997 Equity and Performance
Incentive Plan.
10.9 Loan Agreement among Elliott, Westgate, Solid State and the
U.S. Subsidiary, dated October 16, 1996.
10.10 Form of Promissory Note from the U.S. Subsidiary to Elliott.
10.11 Letter Agreement among Elliott, Westgate, Solid State and
the U.S. Subsidiary, dated June 17, 1997.
10.12 Letter Agreement among Elliott, Westgate, Solid State and
the U.S. Subsidiary, dated September 4, 1997.
10.13 Letter Agreement among Elliott, Westgate, Solid State and
the U.S. Subsidiary, dated October 17, 1997.
10.14 Letter Agreement among Elliott, Westgate, Solid State and
the U.S. Subsidiary, dated November 30, 1997.
10.15 Letter Agreement between Elliott and Mitchell L. Peters,
dated November 24, 1997.
10.16 Consulting Agreement between the Company and Donald W.
Wilson, dated April 28, 1998.
10.17 Second Amendment, Consent and Waiver to Loan and Security
Agreement between Grant and Elliott, dated June 5, 1998.
21.1 Subsidiaries of the Company.
23.1 Consent of Jones, Day, Reavis & Pogue (included in Exhibit
5.1).
23.2* Consent of KPMG Peat Marwick LLP.
23.3 Consent of KPMG Peat Marwick LLP.
23.4 Consent of Price Waterhouse, Chartered Accountants.
24.1 Powers of Attorney.
99.1 Form of Subscription Exercise Notice.
</TABLE>
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* Filed herewith
(b) Financial Statement Schedules.
All schedules have been omitted because they are not applicable, not
required or the required information is included in the financial statements and
notes thereto.
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<PAGE> 5
ITEM 17. UNDERTAKINGS.
(a) Acceleration of Effectiveness. Insofar as indemnification for
liabilities arising under the Securities Act of 1933 may be permitted to
directors, officers and controlling persons of the Company pursuant to the
foregoing provisions or otherwise, the Company 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 Company of expenses incurred or paid by a director,
officer or controlling person of the Company 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 Company 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 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.
(b) Rule 430A Prospectuses. The undersigned Registrant hereby undertakes
that:
(1) For the purpose of determining any liability under the Securities
Act of 1933, the information omitted from the form of prospectus filed as
part of this Registration Statement in reliance upon Rule 430A and
contained in a form of prospectus filed by the Registrant pursuant to Rule
424(b)(1) or (4) or 497(h) under the Securities Act shall be deemed to be
part of this Registration Statement as of the time it was declared
effective.
(2) For purposes of determining any liability under the Securities Act
of 1933, each post-effective amendment that contains a form of prospectus
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 public offering thereof.
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<PAGE> 6
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the Company has
duly caused this Amendment No. 5 to the Registration Statement to be signed on
its behalf by the undersigned, thereunder duly authorized, in the City of
Houston, State of Texas, on July 2, 1998.
GRANT GEOPHYSICAL, INC.
By: /s/ LARRY E. LENIG, JR.
------------------------------------
Larry E. Lenig, Jr.
President and Chief Executive
Officer
Pursuant to the requirements of the Securities Act of 1933, this Amendment
No. 5 to the Registration Statement has been signed by the following persons in
the capacities and on the dates indicated.
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SIGNATURE TITLE DATE
--------- ----- ----
<C> <S> <C>
/s/ LARRY E. LENIG, JR. President, Chief Executive Officer and Director July 2, 1998
- -------------------------------------- (Principal Executive Officer)
Larry E. Lenig, Jr.
* Chief Financial Officer, Treasurer and Secretary July 2, 1998
- -------------------------------------- (Principal Financial Officer)
Michael P. Keirnan
* Controller July 2, 1998
- -------------------------------------- (Principal Accounting Officer)
Charles Ackerman
* Chairman of the Board July 2, 1998
- --------------------------------------
Donald W. Wilson
* Director July 2, 1998
- --------------------------------------
W. Richard Anderson
* Director July 2, 1998
- --------------------------------------
James R. Brock
* Director July 2, 1998
- --------------------------------------
J. Kelly Elliott
Director
- --------------------------------------
Jonathan D. Pollock
* Director July 2, 1998
- --------------------------------------
Donald G. Russell
</TABLE>
* The undersigned by signing his name hereto, does sign and execute this
Amendment No. 5 to the Registration Statement pursuant to the Powers of
Attorney executed by the above-named officers and directors of the Company and
which have been filed with the Securities and Exchange Commission on behalf of
such officers and directors.
By: /s/ LARRY E. LENIG, JR.
---------------------------------------------------------
Larry E. Lenig, Jr.
as Attorney-in-Fact
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<PAGE> 7
INDEX TO EXHIBITS
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<CAPTION>
EXHIBIT
NUMBER DESCRIPTION OF DOCUMENT
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<C> <S>
2.1 GGI's Second Amended Plan of Reorganization under chapter 11
of the Bankruptcy Code.
2.2 Offer to Purchase for Cash all of the Common Shares of Solid
State not already held by or on behalf of SSGI or its
Affiliates at a price of Cdn $3.50 per Common Share by SSGI.
3.1 (i) Restated Certificate of Incorporation of the Company, as
amended.
3.1 (ii) Amended and Restated By-Laws of the Company.
4.1 Specimen Certificate for the Common Stock, par value $.001,
of the Company.
4.2 Registration Rights Agreement between Grant and Elliott,
dated September 19, 1997.
4.3 Amendment No. 1 to Registration Rights Agreement between
Grant and Elliott, dated October 1, 1997.
4.4 Amendment No. 2 to Registration Rights Agreement between
Grant and Elliott, dated December 17, 1997.
4.5 Registration Rights Agreement among the Company, the
Subsidiary Guarantors and the Initial Purchaser, dated
February 18, 1998.
4.6 Indenture among the Company, the Subsidiary Guarantors and
LaSalle National Bank, as Trustee, dated February 18, 1998.
5.1 Opinion of Jones, Day, Reavis & Pogue as to the validity of
the securities being offered.
10.1 Loan and Security Agreement between Grant and Elliott, dated
October 1, 1997.
10.2 First Amendment to Loan and Security Agreement between Grant
and Elliott, dated December 19, 1997.
10.3 Demand Promissory Note from Grant to Elliott, dated November
26, 1997.
10.4 Subordinated Promissory Note from Grant to Elliott, dated
December 18, 1997.
10.5 Stock Purchase Agreement among the Company, Elliott and
Westgate, dated December 19, 1997.
10.6 Restated and Amended Employment Agreement between Grant and
Larry E. Lenig, Jr., dated October 1, 1997.
10.7 Executive Employment Agreement between Solid State and
Mitchell L. Peters, dated November 24, 1997.
10.8 Grant Geophysical, Inc. 1997 Equity and Performance
Incentive Plan.
10.9 Loan Agreement among Elliott, Westgate, Solid State and the
U.S. Subsidiary, dated October 16, 1996.
10.10 Form of Promissory Note from the U.S. Subsidiary to Elliott.
10.11 Letter Agreement among Elliott, Westgate, Solid State and
the U.S. Subsidiary, dated June 17, 1997.
10.12 Letter Agreement among Elliott, Westgate, Solid State and
the U.S. Subsidiary, dated September 4, 1997.
10.13 Letter Agreement among Elliott, Westgate, Solid State and
the U.S. Subsidiary, dated October 17, 1997.
10.14 Letter Agreement among Elliott, Westgate, Solid State and
the U.S. Subsidiary, dated November 30, 1997.
10.15 Letter Agreement between Elliott and Mitchell L. Peters,
dated November 24, 1997.
10.16 Consulting Agreement between the Company and Donald W.
Wilson, dated April 28, 1998.
10.17 Second Amendment, Consent and Waiver to Loan and Security
Agreement between Grant and Elliott, dated June 5, 1998.
21.1 Subsidiaries of the Company.
23.1 Consent of Jones, Day, Reavis & Pogue (included in Exhibit
5.1).
23.2* Consent of KPMG Peat Marwick LLP.
23.3 Consent of KPMG Peat Marwick LLP.
23.4 Consent of Price Waterhouse, Chartered Accountants.
24.1 Powers of Attorney.
99.1 Form of Subscription Exercise Notice.
</TABLE>
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* Filed herewith
<PAGE> 1
Exhibit 23.2
The Board of Directors
GGI Liquidating Corporation
We consent to the use of our report included herein and to the reference to
our firm under the heading "Experts" in the prospectus.
Our report dated December 22, 1997, contains an explanatory paragraph that
states that the Company has suffered recurring losses from operations and has a
net capital deficiency, which raise substantial doubt about its ability to
continue as a going concern. The consolidated financial statements do not
include any adjustments that might result from the outcome of that uncertainty.
In September 1997 the Court approved the "Second Amended Plan of Reorganization
" (the "Plan") filed by GGI Liquidating Corporation. The Plan was consummated
on September 30, 1997, with the purchase by Grant Geophysical, Inc. of
substantially all of the assets and the assumption of certain liabilities of
GGI Liquidating Corporation. GGI Liquidating Corporation is currently in
liquidation and will distribute all of its assets pursuant to the Plan.
/s/ KPMG Peat Marwick LLP
KPMG Peat Marwick LLP
Houston, Texas
July 2, 1998
