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As filed with the Securities and Exchange Commission on September 9, 1998
Registration No. 333-_______
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
____________
FORM S-3
REGISTRATION STATEMENT
Under
THE SECURITIES ACT OF 1933
____________
3DX TECHNOLOGIES INC.
(Exact name of registrant as specified in charter)
Delaware 76-0386601
(State or other jurisdiction of (I.R.S. employer
incorporation or organization) identification number)
12012 Wickchester, Suite 250
Houston, Texas 77079
(281) 579-3398
(Address, including zip code, and telephone number, including area code, of
registrant's principal executive offices)
____________
Ronald P. Nowak
President and Chief Executive Officer
12012 Wickchester, Suite 250
Houston, Texas 77079
(281) 579-3398
(Name and address, including zip code and telephone number,
including area code, of agent for service)
____________
with a copy to:
Jay R. Schifferli, Esq.
Kelley Drye & Warren LLP
Two Stamford Plaza
281 Tresser Boulevard
Stamford, Connecticut 06901
(203) 324-1400
Approximate date of commencement of proposed sale of the securities to the
public: From time to time after this Registration Statement becomes effective.
If the only securities being registered on this Form are being offered
pursuant to dividend or interest reinvestment plans, please check the following
box. |_|
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, other than securities offered only in connection with dividend or interest
reinvestment plans, check the following box. |X|
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 statement 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. |_|
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
====================================================================================================================================
Title of shares Amount to be Proposed maximum offering Proposed maximum Amount of
to be registered registered price per share(1) aggregate offering registration fee
price(1)
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<S> <C> <C> <C> <C>
Common Stock, par value $.01 per 3,411,318 $0.50(2) $1,705,659 $516.87
share
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</TABLE>
(1) Estimated solely for the purpose of calculating the registration
fee pursuant to Rule 457.
(2) Based on the average of the high and the low prices of the Common
Stock on the Nasdaq National Market on September 8, 1998.
The Registrant hereby amends this Registration Statement on such date
or dates as may be necessary to delay its effective date until the Registrant
shall file a further amendment which specifically states that this Registration
Statement shall thereafter become effective in accordance with Section 8(a) of
the Securities Act of 1933 or until this Registration Statement shall become
effective on such date as the Commission, acting pursuant to said Section 8(a),
may determine.
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INFORMATION CONTAINED HEREIN IS SUBJECT TO COMPLETION OR AMENDMENT. A
REGISTRATION STATEMENT RELATING TO THESE SECURITIES HAS BEEN FILED WITH THE
SECURITIES AND EXCHANGE COMMISSION. THESE SECURITIES MAY NOT BE SOLD NOR MAY
OFFERS TO BUY BE ACCEPTED PRIOR TO THE TIME THE REGISTRATION STATEMENT BECOMES
EFFECTIVE. THIS PROSPECTUS SHALL NOT CONSTITUTE AN OFFER TO SELL OR THE
SOLICITATION OF AN OFFER TO BUY NOR SHALL THERE BE ANY SALE OF THESE SECURITIES
IN ANY STATE IN WHICH SUCH OFFER, SOLICITATION OR SALE WOULD BE UNLAWFUL PRIOR
TO REGISTRATION OR QUALIFICATION UNDER THE SECURITIES LAWS OF ANY SUCH STATE.
<PAGE>
Subject to completion, dated September 9, 1998
PROSPECTUS
___________ SHARES
3DX TECHNOLOGIES INC.
COMMON STOCK ($.01 PAR VALUE)
This Prospectus relates to the offer and sale of __________ shares
(the "Shares") of common stock, par value $.01 per share ("Common Stock"), of
3DX Technologies Inc. ("3DX" or the "Company") by or on behalf of certain
stockholders of the Company ("Selling Stockholders").
The Shares may be offered and sold from time to time by one or
more of the Selling Stockholders, however, no Selling Stockholder is required to
offer or sell any of his or its Shares. The Selling Stockholders anticipate
that, if and when offered and sold, the Shares will be offered and sold in
transactions (which may include block transactions) effected on the Nasdaq
National Market at the then prevailing market prices. The Selling Stockholders
reserve the right, however, to offer and sell the Shares on any other national
securities exchange on which the Common Stock is or may become listed or in the
over-the-counter market, in each case at then prevailing market prices, or in
privately negotiated transactions as a price then to be negotiated. All offers
and sales made on the Nasdaq National Market or any other national securities
exchange or in the over-the-counter market will be made through or to licensed
brokers and dealers. All proceeds from the sale of the Shares will be paid
directly to the Selling Stockholders and will not be deposited in an escrow,
trust or other similar arrangement. The Company will not receive any of the
proceeds from the sales by the Selling Stockholders. No discounts, commissions
or other compensation will be allowed or paid by the Selling Stockholders or the
Company in connection with the offer and sale of the Shares, except that usual
and customary brokers' commissions may be paid by the Selling Stockholders. Upon
any sale of the Shares offered hereby, the Selling Stockholders and
participating agents, brokers or dealers may be deemed to be underwriters as
that term is defined in the Securities Act of 1933, as amended (the "Securities
Act"), and commissions or discounts or any profit realized on the resale of such
securities purchased by them may be deemed to be underwriting commissions or
discounts under the Securities Act.
The Company has agreed to indemnify the Selling Stockholders, and
the Selling Stockholders have agreed to indemnify the Company, its officers,
directors, employees, agents and controlling persons against certain liabilities
arising in connection with this offering, including liabilities under the
Securities Act. The Company will pay all expenses incurred in connection with
this offering, excluding commissions charged by any broker or dealer acting on
behalf of a Selling Stockholder. The legal, accounting and other fees and
expenses to be paid by the Company related to the offer and sale of the Shares
contemplated hereby are estimated to be $____________.
The Common Stock is quoted on the Nasdaq National Market under the
symbol "TDXT". On September 8, 1998, the last reported sale price of the Common
Stock on the Nasdaq National Market was $0.56.
____________
THE SECURITIES OFFERED HEREBY INVOLVE A HIGH DEGREE OF RISK. SEE "RISK FACTORS"
BEGINNING ON PAGE 4.
____________
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES AND
EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION NOR HAS THE SECURITIES
AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION PASSED UPON THE
ACCURACY OR ADEQUACY OF THIS PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS A
CRIMINAL OFFENSE.
____________
The date of this Prospectus is September __, 1998.
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No person is authorized in connection with the offering made
hereby to give any information or to make any representation not contained in
this Prospectus. If given or made, such information or representation must not
be relied upon as having been authorized by the Company. Neither the delivery of
this Prospectus nor any offer or sale made hereunder shall under any
circumstances create any implication that the information contained herein is
correct as of any time subsequent to the date hereof. This Prospectus does not
constitute an offer to sell or a solicitation of an offer to buy any securities
in any jurisdiction to any person to whom it would be unlawful to make such an
offer or solicitation in such jurisdiction.
AVAILABLE INFORMATION
The Company is subject to the informational requirements of the
Exchange Act and in accordance therewith files reports, proxy statements and
other information with the Securities and Exchange Commission (the
"Commission"). Such reports, proxy statements and other information can be
inspected and copied at the public reference facilities maintained by the
Commission at Judiciary Plaza, 450 Fifth Street, N.W., Room 1024, Washington,
D.C. 20549; at Citicorp Center, 500 West Madison Street, Suite 1400, Chicago,
Illinois 60661; and at Seven World Trade Center, 13th Floor, New York, New York
10048. In addition, the Company is required to file electronic versions of these
documents through the Commission's Electronic Data Gathering, Analysis and
Retrieval system (EDGAR). The Commission maintains a World Wide Web site at
http://www.sec.gov that contains reports, proxy and information statements and
other information regarding registrants that file electronically with the
Commission. Copies of such material may also be obtained at prescribed rates
from the Public Reference Section of the Commission, 450 Fifth Street, N.W.,
Judiciary Plaza, Room 1024, Washington, D.C. 20549. The Common Stock is quoted
on the Nasdaq National Market.
The Company has filed with the Commission a Registration Statement
on Form S-3, as amended (the "Registration Statement"), under the Securities Act
with respect to the securities being offered by this Prospectus. As permitted by
the rules and regulations of the Commission, this Prospectus does not contain
all the information set forth in the Registration Statement and the exhibits
thereto. For further information with respect to the Company and the offer and
sale of the securities, reference is made to the Registration Statement and the
exhibits thereto. Statements contained in this Prospectus concerning the
provisions of documents filed with the Registration Statement as exhibits are
necessarily summaries of such documents, and each such statement is qualified in
its entirety by reference to the copy of the applicable document filed with the
Commission. The Registration Statement may be inspected without charge at the
office of the Commission at 450 Fifth Street, N.W., Washington, D.C. 20549, and
copies of all or any part thereof may be obtained from the Commission at
prescribed rates.
INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
The following documents previously filed by the Company with the
Commission pursuant to the Exchange Act are hereby incorporated by reference in
this Prospectus:
(a) Annual Report on Form 10-K for the fiscal year ended
December 31, 1997;
(b) Quarterly Reports on Form 10-Q for the quarters ended
March 31, 1998 and June 30, 1998;
(c) Current Report on Form 8-K dated September 9, 1998; and
(d) The description of the Common Stock offered hereby
contained in the Company's Registration Statement on Form
8-A which was declared effective by the Commission on
December 9, 1996.
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All documents filed by the Company pursuant to Sections 13(a),
13(c), 14 (other than, in the case of the Company's Proxy Statement, portions
thereof not deemed to be "filed" for the purposes of Section 18 of the Exchange
Act) and 15(d) of the Exchange Act subsequent to the date of this Prospectus and
prior to the termination of the offering of the securities to be made hereunder
shall be deemed to be incorporated herein by reference and shall be a part
hereof from the date of filing of such documents. Any statement contained in a
document incorporated or deemed to be incorporated by reference herein shall be
deemed to be modified or superseded for purposes of this Prospectus to the
extent that a statement contained herein or in any other subsequently filed
document which also is or is deemed to be incorporated by reference herein
modifies or supersedes such statement. Any such statement so modified or
superseded shall not be deemed, except as so modified or superseded, to
constitute a part of the Registration Statement or this Prospectus.
The Company will provide without charge to each person to whom a
copy of this Prospectus is delivered, upon the written or oral request of such
person, a copy of the documents incorporated herein or in the Registration
Statement by reference (other than exhibits to such documents, unless such
exhibits are specifically incorporated by reference into the information the
Registration Statement so incorporates). Written or telephone requests for such
documents should be directed to Investor Relations Department, 3DX Technologies
Inc., 12012 Wickchester, Suite 250, Houston, Texas 77079, telephone (281)
579-3398.
SPECIAL NOTE REGARDING FORWARD-LOOKING INFORMATION
Certain statements in the materials given to the Purchasers
including statements regarding anticipated capital expenditures, estimates of
proved reserves, future rates of production, future growth, future exploration,
future seismic data (including timing and results), future reserves, revenues,
future drilling (including the timing and results thereof), expansion of
operations, generation of additional prospects and results of current or future
prospects, future reserves and future leases, and other land rights, timing of
capital expenditures and regulatory reform, and other statements contained
herein regarding matters that are not historical facts, are forward-looking
statements (as such term is defined in the Private Securities Litigation Reform
Act of 1995). The words "budgeted", "anticipate," "project," "estimate,"
"expect," "may," "believe," "potential" and similar statements are intended to
be among the statements that are forward looking statements. Because such
statements include risks and uncertainties, actual results may differ materially
from those expressed or implied by such forward-looking statements. Factors that
could cause actual results to differ materially include, but are not limited to,
those discussed under "Risk Factors" and in the Company's filings with the SEC.
THE COMPANY
3DX Technologies Inc. ("the Company") is a knowledge-based oil and gas
exploration company whose core competence and strategic focus is the utilization
of 3-D seismic imaging and other advanced technologies in the search for
commercial quantities of hydrocarbons. The Company enters into partnerships that
enable it to combine its expertise and exploration capabilities with the
operating skills of other oil and gas companies. The Company participates in
selected exploration projects as a non-operating working interest owner, sharing
both risks and rewards with its partners. The Company commenced operations in
January 1993 to take advantage of perceived opportunities emerging from changes
in the domestic oil and gas industry, including the divestiture of domestic oil
and gas properties, advances in technology and the outsourcing of specialized
technical capabilities. By reducing drilling risk through 3-D imaging and
analysis, the Company seeks to improve the expected return on investment in its
oil and gas projects. In mid 1998, the Company changed its business model for
entering new 3-D projects. The Company has begun to form strategic relationships
with knowledge based generators and to fund potential projects earlier in the
process of the project generation. By providing capital in the earlier stages of
a project instead of the 3-D acquisition point, the strengths of 3DX as
explorationists and project managers can be realized with promotion of the deals
and recovery of costs. As of August 1998, the
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Company's portfolio included 45 prospects identified on 12 separate 3-D projects
primarily located onshore within the Gulf Coast region from South Texas to
Louisiana. Although the Company's geographic focus was principally the Gulf
Coast region, the Company has and will continue to pursue opportunities that may
become available in other select geographic areas as its capital resources
increase.]
The Company was incorporated under the laws of the State of
Delaware in 1992. Its offices are located at 12012 Wickchester, Suite 250,
Houston, Texas 77079 and its telephone number is (281) 579-3398.
RISK FACTORS
IN ADDITION TO THE OTHER INFORMATION AND FINANCIAL DATA SET FORTH
ELSEWHERE IN THIS PROSPECTUS, THE FOLLOWING RISK FACTORS SHOULD BE CONSIDERED
CAREFULLY IN EVALUATING THE COMPANY AND ITS BUSINESS BEFORE PURCHASING THE
SHARES OF COMMON STOCK OFFERED HEREBY.
Limited Operating History and Significant Historical Operating Losses
The Company commenced its operations in 1993 and has only a limited
operating history. Potential investors, therefore, have limited historical
financial and operating information upon which to base an evaluation of the
Company's performance and an investment in shares of Common Stock. For example,
the producing wells within exploration projects in which the Company is
participating have been on production only for a short period of time.
Therefore, estimations with respect to the proved reserves and level of future
production attributable to these wells are difficult to determine and there can
be no assurance as to the volume of recoverable reserves that will be realized
from such wells. The Company's prospects must be considered in light of the
risks, expenses and difficulties frequently encountered by companies in the
early stages of their development. The Company has incurred significant
operating and net losses to date. Net losses for 1995, 1996 and 1997 were
approximately $2.5 million, $2.7 million and $11 million, respectively. At June
30, 1998, the Company had an accumulated deficit of $26.2 million. The
development of the Company's business and its participation in an increasingly
larger number of projects has required and will continue to require substantial
expenditures. The Company's future financial results will depend primarily on
its ability to economically locate hydrocarbons in commercial quantities, to
provide drilling site and target depth recommendations resulting in profitable
productive wells and on the market prices for oil and gas. There can be no
assurance that the Company will achieve or sustain profitability or positive
cash flows from operating activities in the future. As of June 30, 1998, the
Company had a deficit in working capital of approximately $2.8 million.
Management of the Company continues to be actively engaged in soliciting new
equity investors to provide funding for its capital program. Management of the
Company understands that the Company's business requires substantial oil and gas
expenditures and that additional financing will be required to completely fund
its capital program. The lack of firm commitments for additional equity
financing at this time, combined with a deficit in working capital, raises
uncertainty about the ability of the Company to continue as a going concern. In
the absence of additional funding, the Company may be required to reduce its
planned level of capital expenditures or pursue other financial alternatives,
which could include a sale or merger of the Company.
VOLATILITY OF OIL AND GAS PRICES
The Company's revenues, profitability, cash flow and future growth
are affected by changes in prevailing oil and gas prices. Oil and gas prices
have been subject to wide fluctuations in recent years in response to relatively
minor changes in the supply and demand for oil and gas, market uncertainty and a
variety of additional factors that are beyond the control of the Company,
including economic, political and regulatory developments and competition from
other sources of energy. It is impossible to predict
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future oil and gas price movements. Currently, the Company does not engage in
hedging activities. As a result, the Company may be more adversely affected by
fluctuations in oil and gas prices than other industry participants that do
engage in such activities. No assurances can be given as to the future level of
activity in the oil and gas exploration and development industry and its
relationship to the future demand for the expertise offered by the Company. An
extended or substantial decline in oil and gas prices could have a material
adverse effect on the Company's financial position and results of operations,
the volume of oil and gas that may be economically produced by operations of
projects in which the Company participates and the Company's access to capital.
NON-OPERATOR STATUS
The Company relies upon other project partners to provide certain
project operations including land acquisition, drilling, marketing and project
administration. As a result, the Company has only a limited ability to exercise
control over a significant number of a project's operations or the associated
costs of such operations. The success of a project is dependent upon a number of
factors which are outside of the Company's area of expertise and project
responsibilities. Such factors include: (i) the availability of favorable lease
terms and required permitting for projects, (ii) the availability of future
capital resources by the Company and the other participants for the purchasing
of leases and the drilling of wells, (iii) the approval of other participants to
the purchasing of leases and the drilling of wells on the projects, (iv) the
economic conditions at the time of drilling, including the prevailing and
anticipated prices for oil and gas and (v) the ability of the operator to
successfully and adequately perform its tasks. The Company's reliance on other
project partners and its limited ability to directly control certain project
costs could have a material adverse effect on the realization of expected rates
of return on the Company's investment in projects.
ABILITY TO DISCOVER ADDITIONAL RESERVES
The Company's future success is dependent upon its ability to
economically locate additional oil and gas reserves in commercial quantities.
The Company's ability to do so is dependent upon a number of factors, including
its participation in multiple exploration projects and its technological
capability to locate oil and gas in commercial quantities. The Company does not
yet generate or develop its own projects and no assurances can be given that the
Company will have the opportunity to participate in projects which economically
produce commercial quantities of hydrocarbons in amounts necessary to meet its
business plan or that the projects in which it elects to participate will be
successful. Except to the extent that the Company successfully locates
commercial quantities of economically recoverable oil and gas, the Company's
proved reserves will decline as reserves are produced. There can be no assurance
that the Company will be able to discover additional commercial quantities of
oil and gas or that the Company's project partners will have success drilling
productive wells and acquiring properties at low finding costs.
SUBSTANTIAL CAPITAL REQUIREMENTS AND LIQUIDITY
To date, net cash provided by operating activities has been limited and
the Company has funded its oil and gas exploration activities principally
through cash provided by the sale of equity securities and long-term debt. The
Company's business requires substantial oil and gas capital expenditures. To
achieve its near-term goals, the Company has been and will be required to make
oil and gas capital expenditures substantially in excess of its net cash flow
from operations in order to acquire, explore and develop oil and gas properties.
The level of capital spending in 1998 will be dependent upon the Company's
ability to obtain additional sources of funding.
As of June 30, 1998, the Company had a deficit in working capital of
approximately $2.8 million. On December 18, 1997, the Company executed a credit
agreement with a commercial bank, the borrowing capacity of which was set at
$2.0 million in April 1998. During the quarter ended June 30,
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1998, the Company borrowed $2.0 million under the credit agreement. Such amount
is the maximum amount currently available for borrowing under the credit
facility. The borrowing capacity is a function of the value of the Company's
proved oil and gas reserves, and is redetermined on a semi-annual basis. The
bank is currently conducting a scheduled redetermination. Although the Company
increased its proved reserves as a result of successful drilling operations
during the quarter ended June 30, 1998, the bank has not concluded whether it
will increase the borrowing capacity at this time. The credit agreement is
secured by substantially all of the Company's oil and gas properties and
contains restrictions on dividends and additional liens and indebtedness and
requires the maintenance of a minimum current ratio and net worth, each as
defined in the credit agreement. As of June 30, 1998, the Company was not in
compliance with certain covenants of the credit agreement pertaining to minimum
working capital and aging of accounts payable. The bank has agreed to waive
these instances of non-compliance through September 30, 1998. In the absence of
an improvement in the Company's working capital accounts payable aging, future
waivers from the bank will be necessary.
As a result of the Company's periodic review of each of its oil and gas
exploration and development properties and its available capital, the Company
has occasionally sold partial interests in specific oil and gas projects to
other investors to reduce its total investment commitment to such projects. No
gain or loss has been recognized on these transactions. The Company is currently
reviewing its portfolio to identify properties to be marketed to industry
partners for cash consideration, reversionary working interests or some
combination thereof. Such interests may consist of both producing wells and
future drilling locations. There can be no assurance, however, that the Company
will be able to sell any such interests, or that the terms of such potential
sales would be acceptable to the Company.
The Company will require additional sources of financing to fund
drilling expenditures on properties currently owned by the Company and, to a
lesser extent, to fund leasehold costs and geological and geophysical costs on
its active exploration projects. The Company generally has the right, but not
the obligation, to participate for its percentage interest in drilling wells and
can decline to participate if it does not have sufficient capital resources at
the time such drilling operations are proposed. The Company can also potentially
transfer its right to participate in drilling wells in exchange for cash, a
reversionary interest, or some combination thereof. To recover its investment in
unevaluated properties, it is necessary for the Company to either participate in
drilling which finds commercial oil and gas production and produce such reserves
or receive sufficient value through the sale or transfer of its interests.
The Company expects that its projected cash flows from currently
producing properties will be sufficient to fund its cash general and
administrative costs for the reminder of 1998, including technical employee and
related costs which are capitalized under full-cost accounting, however, these
cash flows are not projected to be sufficient to fund the current deficit in
working capital. The Company's projections of cash flows from currently
producing properties could be adversely affected by declines in oil and gas
prices below current levels or anticipated seasonal lows and unanticipated
declines in oil and gas production from existing properties.
The Company intends to seek additional financing to satisfy its capital
requirements. The Company is currently evaluating alternatives to obtain
additional equity financing, which include sales of common or preferred stock.
In the absence of additional financing, the Company anticipates that it will be
required to modify the implementation and timing of its oil and gas exploration
and development capital spending for 1998 and 1999, which modification could
have a material adverse effect on the Company. No assurance can be given that
the Company will be able to obtain additional financing on terms which would be
acceptable to the Company, if at all. The Company's inability to obtain
additional financing would have a material adverse effect on the Company. The
lack of firm commitments for equity financing at this time, combined with the
deficit in working capital, raises uncertainty about the ability of the Company
to continue as a going concern. In the absence of additional funding, the
Company may be required to reduce its planned level of capital expenditures or
pursue other financial alternatives, which could include a sale or merger of the
Company.
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UNCERTAINTY OF ESTIMATES OF OIL AND GAS RESERVES
There are numerous uncertainties inherent in estimating oil and gas
reserves and in projecting future rates of production. Petroleum engineering is
a subjective process of estimating underground accumulations of oil and gas that
cannot be measured in an exact manner. Estimates of economically recoverable oil
and gas reserves and of future net cash flows depend upon a number of variable
factors and assumptions, such as historical production from the area compared
with production from other producing areas, the assumed effects of regulations
by governmental agencies, and assumptions concerning future oil and gas prices,
future operating costs, severance and excise taxes, development costs and
workover and remedial costs, all which may in fact vary considerably from actual
results. For these reasons, estimates of the economically recoverable quantities
of oil and gas attributable to any particular group of properties,
classifications of such reserves based on risk of recovery and estimates of the
future net cash flows expected therefrom prepared by different engineers or by
the same engineers. at different times may vary substantially. Actual
production, revenues and expenditures with respect to the Company's reserves
will likely vary from estimates, and such variances may be material.
RISK OF EXPLORATORY DRILLING ACTIVITIES
The success of the Company will be materially dependent upon the
continued success of its exploratory drilling program. Exploratory drilling
involves numerous risks, including the risk that no commercially productive oil
or natural gas reservoirs will be encountered. The cost of drilling, completing
and operating wells is often uncertain, and drilling operations may be
curtailed, delayed or cancelled as a result of a variety of factors, including
unexpected drilling conditions, pressure or irregularities in formations,
equipment failures or accidents, adverse weather conditions, compliance with
governmental requirements and shortages or delays in the availability of
drilling rigs or delivery crews and the delivery of equipment. Although the
Company believes that its use of 3-D seismic data and other advanced technology
should increase the probability of success of its exploratory wells through
elimination of prospects that might otherwise be drilled solely on the basis of
2-D seismic data and other traditional methods, exploratory drilling remains a
speculative activity. Even when fully utilized and properly interpreted, 3-D
seismic data and advanced techniques only assist geoscientists in identifying
subsurface structures and do not allow the interpreter to know if hydrocarbons
will in fact be present in such structures if they are drilled. In addition, the
use of 3-D seismic data and such technologies requires greater pre-drilling
expenditures than traditional drilling strategies and the Company could incur
losses as a result of such expenditures. The Company's future drilling
activities may not be successful and, if unsuccessful, such failure will have an
adverse effect on the Company's future results of operations and financial
condition. There can be no assurance that the Company's overall drilling success
rate or its drilling success rate for activity within a particular project area
will not decline. Although the Company has identified or budgeted for numerous
drilling prospects, there can be no assurance that such prospects will be leased
or drilled (or drilled within the scheduled or budgeted time frame) or that
natural gas or oil will be produced from any such identified prospects or any
other prospects. Prospects may initially be identified through a number of
methods, some of which do not include interpretation of 3-D or other seismic
data.
COMPETITION
The exploration for and production of oil and gas are highly
competitive. Many companies and individuals are engaged in the business of
acquiring interests in and developing onshore and near onshore oil and gas
properties in the United States. The industry is not dominated by any single
competitor or a small number of competitors. The Company competes with a large
number of technology-driven major and independent oil and gas companies for the
acquisition of desirable oil and gas properties, as well as for the equipment
and expertise required to operate and develop such properties. Many of these
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competitors have financial and other resources substantially in excess of those
available to the Company. Such competitive disadvantages could adversely affect
the Company's ability to participate in projects with favorable rates of return.
TECHNOLOGICAL CHANGES
The oil and gas industry is characterized by rapid and significant
technological advancements and introductions of new products and services
utilizing new technologies. As new technologies develop, the Company may be
placed at a competitive disadvantage, and competitive pressures may force the
Company to implement such new technologies at substantial cost. There can be no
assurance that the Company will be able to respond to such competitive pressures
and implement such technologies on a timely basis or at an acceptable cost. One
or more of the technologies currently utilized by the Company or implemented in
the future may become obsolete. In such case, the Company's business, financial
condition and results of operations could be materially adversely affected. If
the Company is unable to utilize the most advanced commercially available
technology, the Company's business, financial condition and results of
operations could be materially and adversely affected.
OPERATING RISKS OF OIL AND NATURAL GAS OPERATIONS
The oil and natural gas business involves certain operating hazards such
as well blowouts, craterings, explosions, uncontrollable flows of oil, natural
gas or well fluids, fires, formations with abnormal pressures, pollution,
releases of toxic gas and other environmental hazards and risks, any of which
could result in substantial losses to the Company. In addition, offshore
projects are subject to the additional hazards of marine operations, such as
capsizing, collision and damage or loss from severe weather. The availability of
a ready market for the Company's oil and natural gas production also depends on
the proximity of reserves to, and the capacity of, oil and natural gas gathering
systems, pipelines and trucking or terminal facilities. In addition, the Company
may be liable for environmental damages caused by previous owners of property
purchased and leased by the Company. As a result, substantial liabilities to
third parties or governmental entities may be incurred, the payment of which
could reduce or eliminate the funds available for exploration, development or
acquisitions or result in the loss of the Company's properties. In accordance
with customary industry practices, the Company maintains insurance against some,
but not all, of such risks and losses. The occurrence of an event not fully
covered by insurance could have a material adverse effect on the financial
condition and results of operations of the Company.
GOVERNMENT REGULATION AND ENVIRONMENTAL MATTERS
Oil and natural gas operations are subject to various federal, state and
local government regulations, which may be changed from time to time in response
to economic or political conditions. Matters subject to regulation include
discharge permits for drilling operations, drilling bonds, reports concerning
operations, the spacing of wells, unitization and pooling of properties and
taxation. From time to time, regulatory agencies have imposed price controls and
limitations on production by restricting the rate of flow of oil and natural
gas. In addition, the development, production, handling, storage, transportation
and disposal of oil and natural gas, by-products thereof and other substances
and materials produced or used in connection with oil and natural gas operations
are subject to regulation under federal, state and local laws and regulations
primarily relating to protection of human health and the environment. The
Company is also subject to changing and extensive tax laws, the effects of which
cannot be predicted. The implementation of new, or the modification of existing,
laws or regulations could have a material adverse effect on the Company.
8
<PAGE>
VARIABILITY OF OPERATING RESULTS
The Company's operating results have in the past and may in the
future fluctuate significantly depending upon a number of factors including
industry conditions, prices of oil and gas, rate of drilling success, rates of
production from completed wells and the timing of capital expenditures. Such
variability could have a material adverse effect on the Company's business,
financial condition and results of operations. In addition, any failure or delay
in the realization of expected cash flows from operating activities could limit
the Company's ability to invest and participate in economically attractive
projects.
DEPENDENCE ON KEY PERSONNEL
The Company has assembled a team of geologists, geophysicists and
engineers who have considerable experience effectively applying 3-D imaging
technologies. The Company is dependent upon the knowledge, skills and experience
of these experts to provide 3-D imaging and assist the Company in reducing the
risks associated with its participation in oil and gas exploration projects. In
addition, the success of the Company's business also depends to a significant
extent upon the abilities and continued efforts of its management, particularly
Ronald P. Nowak, the Company's President and Chief Executive Officer. The
Company does not have employment agreements with any of its employees except Mr.
Nowak, which provides for an employment term of two years ending February 2000.
The loss of the services of key management personnel or the Company's technical
experts, or the inability to attract additional qualified personnel, could have
a material adverse effect on the Company's business, financial condition,
results of operations, development efforts and ability to expand. There can be
no assurance that the Company will be successful in attracting and retaining
such executives, geoscientists and engineers.
POSSIBLE VOLATILITY OF STOCK PRICE
The market price of the Common Stock could be subject to significant
fluctuations in response to various factors and events, including the liquidity
of the market for the Common Stock, variations in the Company's quarterly
operating results, regulatory or other changes in the oil and gas industry
generally, announcements of business developments by the Company or its
competitors, changes in operating costs and changes in general market
conditions. See "-Variability of Operating Results."
ANTI-TAKEOVER CONSIDERATIONS
The Company's Restated Certificate of Incorporation (the "Certificate
of Incorporation") and Amended and Restated By-laws (the "Bylaws") include
certain provisions that are intended to enhance the likelihood of continuity and
stability in the composition of the Company's Board of Directors. These
provisions may have the effect of delaying, deterring or preventing a future
takeover or change in control of the Company unless such takeover or change in
control is approved by the Company's Board of Directors, even though such a
transaction may offer the holders of Common Stock the opportunity to sell their
stock at a price above the prevailing market price. Such provisions may also
render the removal of directors and management more difficult. Specifically, the
Certificate of Incorporation and Bylaws, as the case may be, have been amended
to provide for a classified Board of Directors serving staggered, three-year
terms and certain advance notice requirements for stockholder nominations of
candidates for election to the Company's Board of Directors and certain other
stockholder proposals. Such provisions could limit the price that certain
persons might be willing to pay in the future for shares of Common Stock. In
addition, prior to completion of the Offering, the Certificate of Incorporation
was amended and restated to authorize the Board of Directors of the Company to
issue from time to time, without any further action of stockholders, up to one
million shares of Preferred Stock (as defined herein), on such terms and with
such rights, designations, preferences, qualifications, limitations and
restrictions as the Board of Directors may determine. The issuance of such
Preferred Stock, depending upon the rights, designations, preferences,
qualifications, limitations and restrictions thereof, may have the effect of
delaying, deterring or preventing a change in control of the Company or may
otherwise adversely affect
9
<PAGE>
the interests of holders of Common Stock. Further, certain provisions of the
Delaware General Corporation Law (the "DGCL") prevent certain stockholders from
engaging in business combinations with the Company, subject to certain
exceptions. See "Description of Capital Stock-Preferred Stock," "Description of
Capital Stock-Certain Provisions of the Certificate of Incorporation and Bylaws"
and "Description of Capital Stock-Delaware Anti-Takeover Law."
SELLING STOCKHOLDERS
The following table sets forth, to the knowledge of the Company,
the number of shares of Common Stock and the percentage of the outstanding
shares of Common Stock beneficially owned by each Selling Stockholder, and the
number of Shares to be offered and sold by such Selling Stockholder, and the
number of shares and percentage of outstanding shares to be beneficially owned
by such Selling Stockholder after such offering and sale, assuming that all the
shares offered by such Selling Stockholder are in fact sold. Unless otherwise
indicated, each person has sole investment and voting power (or shares such
powers with his or her spouse) with respect to the shares set forth in the
following table. As of September __, 1998 the Company had _________ shares of
Common Stock issued and outstanding.
<TABLE>
<CAPTION>
Beneficial Ownership Beneficial Ownership
Prior to the Offering After the Offering
------------------------------------ ------------------------------
<S> <C> <C> <C> <C> <C>
Shares of Shares to Shares of
Common Stock Percentage (1) be Sold Common Stock Percentage
------------ -------------- --------- ------------ ----------
</TABLE>
Each of ______________ was employed by the Company in various
positions during the past three years. None of the other Selling Stockholders
who is an individual is currently employed by the Company.
The Selling Stockholders acquired their Shares pursuant to one or
more of (i) a Stock Purchase Agreement dated as of November 3, 1993 between the
Company and certain investors, (ii) a Series C Preferred Stock Purchase
Agreement dated as of July 26, 1995 between the Company and certain investors
and (iii) a Common Stock Subscription Agreement dated June 3, 1998 between the
Company and certain investors, or as permitted transferees of persons who so
acquired such Shares. Pursuant to the Common Stock Subscription Agreement, the
Company agreed to effect the registration of the offering and sale of the Shares
issued thereunder on a delayed or continuous basis under the Securities Act on
certain terms and conditions. The Stockholders Agreement and the Series C
Preferred Stock Purchase Agreement provide for "piggy-back" and other
registration rights on certain terms and conditions.
10
<PAGE>
PLAN OF DISTRIBUTION
The Shares may be offered and sold from time to time by one or
more of the Selling Stockholders, or by pledgees, donees, transferees or other
successors in interest. No Selling Stockholder is required to offer or sell any
of his or its Shares. The Selling Stockholders anticipate that, if and when
offered and sold, the Shares will be offered and sold in transactions (which may
include block transactions) effected on the Nasdaq National Market at then
prevailing market prices. The Selling Stockholders reserve the right, however,
to offer and sell the Shares on any other national securities exchange on which
the Common Stock is or may become listed or in the over-the-counter market, in
each case at then prevailing market prices, or in privately negotiated
transactions each at a price then to be negotiated. All offers and sales made on
the Nasdaq National Market or any other national securities exchange or in the
over-the-counter market will be made through or to licensed brokers and dealers.
No agreements, arrangements or understandings have been entered into with any
broker or dealer, and no brokers or dealers have been selected, in connection
with the offer and sale of the Shares. No discounts, commissions or other
compensation will be allowed or paid by the Selling Stockholders or the Company
in connection with the offer and sale of the Shares, except that usual and
customary brokers' commissions may be paid by the Selling Stockholders. All
proceeds from the sale of the Shares will be paid directly to the Selling
Stockholders and will not be deposited in an escrow, trust or other similar
arrangement.
The selling broker may act as agent or may acquire the Shares or
interests therein as principal or pledgee and may, from time to time, effect
distributions of the Shares or interests. If a dealer is utilized in the sale of
the Shares in respect of which the Prospectus is delivered, the Selling
Stockholders will sell the Shares to the dealer, as principal. The dealer may
then resell the Shares to the public at varying prices to be determined by such
dealer at the time of resale.
The Company has agreed to indemnify the Selling Stockholders and
the Selling Stockholders have agreed to indemnify the Company, its officers,
directors, employees, agents and controlling persons from certain damages or
liabilities arising out of or based upon any untrue statement or alleged untrue
statement of any material fact contained in or material omission or alleged
omission from the Registration Statement, any preliminary, final or summary
prospectus contained therein, or any amendment or supplement thereto, to the
extent such untrue statement or omission was made in the Registration Statement
or other document in reliance upon information furnished by the indemnifying
party.
The legal, accounting and other fees and expenses related to the
offer and sale of the Shares contemplated hereby are estimated to be
$_____________ and will be paid by the Company. The Company will pay all
expenses incurred in connection with this offering, excluding commissions
charged by any broker or dealer acting on behalf of a Selling Stockholder.
EXPERTS
The audited financial statements incorporated by reference in
this prospectus and elsewhere in the registration statement have been audited by
Arthur Andersen LLP, independent public accountants, as indicated in their
reports with respect thereto, and are included herein in reliance upon the
authority of said firm as experts in giving said reports. Reference is made to
said report included in the Company's Form 8-K dated September 9, 1998, which
contains an explanatory fourth paragraph with respect to the existence of
substantial doubt about the Company's ability to continue as a going concern, as
described more fully in Note 11 to the financial statements.
The reports of independent petroleum engineers, dated December 31,
1997 and June 30, 1998 incorporated by reference in this Prospectus and
elsewhere in this registration statement are incorporated by reference herein in
reliance upon the authority of said firm as experts in giving said reports.
11
<PAGE>
LEGAL MATTERS
Certain legal matters in connection with the legality of the
securities offered hereby have been passed upon for the Company by Kelley Drye &
Warren LLP, 101 Park Avenue, New York, New York 10178, and Two Stamford Plaza,
281 Tresser Boulevard, Stamford, Connecticut 06901.
* * * * *
12
<PAGE>
<TABLE>
<CAPTION>
<S> <C>
No dealer, salesperson or other person has been
authorized to give any information or to make any
representation not contained in this Prospectus, and,
if given or made, such information or representation
must not be relied upon as having been authorized by
the Company. This Prospectus does not constitute an
offer to sell or a solicitation of an offer to buy 3DX TECHNOLOGIES INC.
any of the securities offered hereby in any jurisdiction
to any person to whom it is unlawful to make such
offer in such jurisdiction. Neither the delivery of this
Prospectus nor any sale made hereunder shall, under any
circumstances, create any implication that there has
been no change in the affairs of the Company since
the date hereof or that the information contained
herein is correct as of any time subsequent to its date. [ ]
Shares
--------------------
Common Stock
($.01 par value)
TABLE OF CONTENTS
Page
Available Information..............................
Incorporation of Certain Documents ________________
by Reference..................................
Special Note Regarding Forward-Looking PROSPECTUS
Information................................... ________________
The Company........................................
Risk Factors.......................................
Selling Stockholders...............................
Plan of Distribution...............................
Experts............................................
Legal Matters......................................
</TABLE>
<PAGE>
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
ITEM 14. OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION
<TABLE>
<CAPTION>
Amount To
Type or Nature of Expense be paid
------------------------- ---------
<S> <C>
SEC registration fee...................................................... $ 516.87
Accounting fees and expenses*.............................................
Legal fees and expenses*..................................................
Miscellaneous* . ......................................................... --------
Total* ........................................................ $
=========
</TABLE>
- ----------------------
*To be filed by Amendment.
ITEM 15. INDEMNIFICATION OF OFFICERS AND DIRECTORS
Section 145 of the Delaware General Corporation Law (the "DGCL")
provides that a Delaware corporation 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 (a "proceeding") (other than an action by or in the right of the
corporation) by reason of the fact that he is or was a director, officer,
employee or agent of the corporation, or is or was serving at the request of the
corporation as a director, officer, employee or agent of another corporation,
partnership, joint venture, trust or other enterprise, against expenses
(including attorneys' fees), judgments, fines and amounts paid in settlement
actually and reasonably incurred by him in connection with such actin, suit or
proceeding if he acted in good faith and in a manner he reasonably believed to
be in or not opposed to the best interests of the corporation, and, with respect
to any criminal action or proceeding, had no reasonable cause to believe his
conduct was unlawful. A Delaware corporation may indemnify any person under such
Section in connection with a proceeding by or in the right of the corporation to
procure judgment in its favor, as provided in the preceding sentence, against
expenses (including attorneys' fees) actually and reasonably incurred by him in
connection with the defense or settlement of such action, except that no
indemnification shall be made in respect thereof unless, and then only to the
extent that, a court of competent jurisdiction shall determine upon application
that such person is fairly and reasonably entitled to indemnity for such
expenses as the court shall deem proper. A Delaware corporation must indemnify
any person who was successful on the merits or otherwise in defense of any
action, suit or proceeding or in defense of any claim, issue or matter in any
proceeding, by reason of the fact that he is or was a director, officer,
employee or agent of the corporation or is or was serving at the request of the
corporation, against expenses (including attorneys' fees) actually and
reasonably incurred by him in connection therewith. A Delaware corporation may
pay for the expenses (including attorneys' fees) incurred by an officer or
director in defending a proceeding in advance of the final disposition to repay
such amount if it shall ultimately be determined that he is not entitled to be
indemnified by the corporation.
Section 102(b)(7) of the DGCL permits a corporation to provide in
its certificate of incorporation that a director shall not be personally liable
to the corporation or its stockholders for monetary damages for a breach of
fiduciary duty as a director, except for liability (i) for any breach of the
director's duty of loyalty to the corporation or its stockholders, (ii) for any
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 derived an improper personal benefit. Article Ninth of the Company's
Certificate of
II-1
<PAGE>
Incorporation eliminates the liability of directors to the fullest extent
permitted by Section 102(b)(7) of the DGCL. The DGCL permits the purchase of
insurance on behalf of directors and officers against any liability asserted
against directors and officers and incurred by such persons in such capacity, or
arising out of their status as such, whether or not the corporation would have
the power to indemnify directors and officers against such liability. The
Company has acquired officers' and directors' liability insurance of $5 million
for members of its Board of Directors and executive officers. In addition, the
Company has entered into agreements to indemnify its directors and officers.
At present, there is no pending litigation or other proceeding
involving a director or officer of the Company as to which indemnification is
being sought, nor is the Company aware of any threatened litigation that may
result in claims for indemnification by any officer or director.
Article Seventh of the Company's Restated Certificate of
Incorporation and Section 5 of Article V of the Company's By-laws provide for
indemnification of directors and officers to the fullest extent permitted by
Section 145 of the DGCL.
II-2
<PAGE>
Item 16. Exhibits
(a) The exhibits listed below have been filed as part of this
Registration Statement.
Exhibit No. Description of Exhibit
----------- ----------------------
3.1 - Sixth Restated Certificate of Incorporation.(1)
4.1 - Specimen common stock certificate of the Registrant.(1)
4.2 - Stock Purchase Agreement among the Company, C. Eugene
Ennis, Douglas C. Nester, Peter M. Duncan and the
Investors named therein dated November 9, 1993. (1)
4.3 - Series C Stock Purchase Agreement among the Company,
C. Eugene Ennis, Douglas C. Nester, Peter M. Duncan and
the Investors named therein dated July 26, 1995. (1)
4.4 - Common Stock Subscription Agreement dated as of June 3,
1998 by and among the Company and the purchasers named
therein. (2)
5.1 - Opinion of Kelley Drye & Warren LLP regarding legality.*
23.1 - Consent of Kelley Drye & Warren LLP (included in
Exhibit 5.1).
23.2 - Consent of Arthur Andersen LLP.
23.3 - Consent of Ryder Scott Company.
24.1 - Powers of Attorney executed by certain officers and
directors of the Registrant (See page II-4).
- -------------------
To be filed by Amendment.
(1) Previously filed as an exhibit to the Registrant's Registration
Statement on Form S-1 (File No. 333-14473) and incorporated herein
by reference.
(2) Previously filed as an exhibit to the Registrant's Current Report on
Form 8-K filed with the Commission on June 16, 1998 and incorporated
herein by reference.
ITEM 17. UNDERTAKINGS
Insofar as indemnification for liabilities arising under the
Securities Act may be permitted to directors, officers and controlling persons
of the Registrant pursuant to the provisions described under Item 15 above, or
otherwise, the Registrant has been advised that in the opinion of the Securities
and Exchange Commission, such indemnification is against public policy as
expressed in the Securities Act and is, therefore, unenforceable. In the event
that a claim for indemnification for such liabilities (other than the payment by
the Registrant of expenses incurred or paid by a director, officer or
controlling person of the Registrant 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 Registrant 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
Securities Act and will be governed by the final adjudication of such issue.
II-3
<PAGE>
The undersigned Registrant hereby undertakes:
(1) To file, during any period in which offers or sales are being
made, a post-effective amendment to this Registration Statement to:
(a) Include any prospectus required by Section 10(a)(3) of
the Securities Act;
(b) Reflect in the prospectus any facts or events arising
after the effective date of this Registration Statement (or the most recent
post-effective amendment thereof) which, individually or in the aggregate,
represent a fundamental change in the information set forth in this Registration
Statement; and
(c) Include any material information with respect to the
plan of distribution not previously disclosed in this Registration Statement
or any material change to such information in this Registration Statement.
(2) That, for the purpose of determining any liability under the
Securities Act, each such post-effective amendment 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 offering thereof.
(3) To remove from registration by means of a post-effective
amendment any of the securities being registered which remain unsold at the
termination of the offering.
The undersigned Registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act, each filing of the
Registrant's annual report pursuant to section 13(a) or section 15(d) of the
Securities Exchange Act of 1934 (and, where applicable, each filing of an
employee benefit plan's annual report pursuant to section 15(d) of the
Securities Exchange Act of 1934) that is incorporated by reference in this
Registration Statement 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 offering thereof.
II-4
<PAGE>
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the
Securities Exchange Act of 1933, as amended, the Registrant certifies that it
has reasonable ground to believe that it meets all of the requirements for
filing on Form S-3 and has duly caused this Registration Statement to be signed
on its behalf by the undersigned, thereunto duly authorized in the City of
Houston, State of Texas, on September 9, 1998.
3DX TECHNOLOGIES INC.
By: /S/ Ronald P. Nowak
Ronald P. Nowak
Chief Executive Officer
KNOW ALL MEN BY THESE PRESENTS, that each individual whose
signature appears below hereby constitutes and appoints Ronald P. Nowak and
Russell L. Allen, and each of them, his true and lawful agent, proxy and
attorney-in-fact, with full power of substitution and resubstitution, for him
and in his name, place and stead, in any and all capacities, to (i) act on, sign
and file with the Securities and Exchange Commission any and all amendments
(including post-effective amendments) to this Registration Statement together
with all schedules and exhibits thereto, (ii) act on, sign and file such
certificates, instruments, agreements and other documents as may be necessary or
appropriate in connection therewith, (iii) act on and file any supplement to any
prospectus included in this Registration Statement or any such amendment, and
(iv) take any and all actions which may be necessary or appropriate in
connection therewith, granting unto such agents, proxies and attorneys-in-fact,
and each of them, full power and authority to do and perform each and every act
and thing necessary or appropriate to be done, as fully for all intents and
purposes as he might or could do in person, hereby approving, ratifying and
confirming all that such agents, proxies and attorneys-in-fact, any of them or
any of his or their substitute or substitutes may lawfully do or cause to be
done by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, as
amended, this Registration Statement has been signed by the following persons on
behalf of the Company and in the capacities and on the dates indicated.
<TABLE>
<CAPTION>
Signatures Title or Capacities Date
---------- ------------------- ----
<S> <C> <C>
/s/ C. Eugene Ennis Chairman of the Board September 9, 1998
C. Eugene Ennis
/s/ Ronald P. Nowak President and Chief Executive, and September 9, 1998
Ronald P. Nowak Director (Principal Executive Officer)
/s/ Russell L. Allen Chief Financial Officer (Principal September 9, 1998
Russell L. Allen Financial Officer)
/s/ Jon W. Bayless Director September 9, 1998
Jon W. Bayless
/s/ Charles E. Edwards Director September 9, 1998
Charles E. Edwards
II-5
<PAGE>
/s/ C. D. Gray Director September 9, 1998
C.D. Gray
/s/ Douglas C. Williamson Director September 9, 1998
Douglas C. Williamson
/s/ Douglas C. Nester Director September 9, 1998
Douglas C. Nester
</TABLE>
II-6
<PAGE>
INDEX TO EXHIBITS
<TABLE>
<CAPTION>
Exhibit Description of Exhibit Page
- ------- ---------------------- ----
<S> <C>
3.1 Sixth and Restated Certificate of Incorporation, as amended.(1)
4.1 Specimen common stock certificate of the Registrant.(1)
4.2 Stock Purchase Agreement among the Company, C. Eugene Ennis, Douglas C. Nester, Peter
M. Duncan and the Investors named therein dated November 9, 1993. (1)
4.3 Series C Stock Purchase Agreement among the Company, C. Eugene Ennis, Douglas C.
Nester, Peter M. Duncan and the Investors named therein dated July 26, 1995. (1)
4.4 Common Stock Subscription Agreement dated as of June 3, 1998 by and among the Company
and the purchasers named therein. (2)
5.1 Opinion of Kelley Drye & Warren LLP regarding the legality of the securities being
offered.*
23.1 Consent of Kelley Drye & Warren LLP (included in Exhibit 5.1).
23.2 Consent of Arthur Andersen LLP
23.3 Consent of Ryder Scott.
24.1 Powers of Attorney executed by certain officers and directors of the Registrant (See
page II-4).
</TABLE>
- --------------------
*To be filed by Amendmemt.
(1) Previously filed as an exhibit to the Registrant's Registration
Statement on Form S-1 (File No. 333-14473) and incorporated herein by
reference.
(2) Previously filed as an exhibit to the Registrant's Current Report on
Form 8-K filed with the Commission on June 16, 1998 and incorporated
herein by reference.
<PAGE>
EXHIBIT 23.2
CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS
As independent public accountants, we hereby consent to the use of our
reports and to all references to our Firm included in or made a part of this
registration statement.
ARTHUR ANDERSEN LLP
September 9, 1998
Houston, Texas
EXHIBIT 23.3
CONSENT OF INDEPENDENT PETROLEUM ENGINEERS
We hereby consent to (a) the use of our name and references to our Firm
in this Registration Statement on Form S-3 for 3DX Technologies Inc. and (b) the
incorporation by reference in this Registration on Form S-3 of all reports of
our Firm included in or made part of this Registration Statement on Form S-3 for
3DX Technologies Inc.
RYDER SCOTT COMPANY
PETROLEUM ENGINEERS
Houston, Texas
September 9, 1998
