UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
UNDER THE SECURITIES EXCHANGE ACT OF 1934 (AMENDMENT NO. 1)
3DX TECHNOLOGIES INC.
(Name of Issuer)
COMMON STOCK, $0.01 PAR VALUE PER SHARE
(Title of Class of Securities)
88554G109
(CUSIP Number)
Susan Morrice With copies to:
c/o S. Morrice & Associates, Ltd. Charles D. Bybee, Esq.
511 16th Street, Suite 300 Davis, Graham & Stubbs LLP
Denver, Colorado 370 17th Street, Suite 4700
(303) 573-3909 Denver, Colorado 80202
(303) 892-9400
(Name, Address and Telephone Number of Person Authorized
to Receive Notices and Communications)
JUNE 10, 1998
(Date of Event which Requires Filing of this Statement)
If the filing person has previously filed a statement on Schedule 13G to report
the acquisition which is the subject of this Schedule 13D, and is filing this
schedule because of Rule 13d-1(b)(3) or (4), check the following box o.
Note: Six copies of this statement, including all exhibits, should be filed with
the Commission. See Rule 13d-1(a) for other parties to whom copies are to be
sent.
*The remainder of this cover page shall be filled out for a reporting person's
initial filing on this form with respect to the subject class of securities, and
for any subsequent amendment containing information which would alter
disclosures provided in a prior cover page.
The information required on the remainder of this cover page shall not be deemed
to be "filed" for the purpose of Section 18 of the Securities Exchange Act of
1934 ("Act") or otherwise subject to the liabilities of that section of the Act
but shall be subject to all other provisions of the Act (however, see the
Notes).
Page 1 of 6 pages
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CUSIP No. 88554G109 SCHEDULE 13D Page 2 of 6 Pages
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Susan Morrice, SSN ###-##-####
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) [ ]
(b) [ ]
3 SEC USE ONLY
4 SOURCE OF FUNDS*
PF
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT [ ]
TO ITEMS 2(d) or 2(e)
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Ireland
NUMBER OF 7 SOLE VOTING POWER
SHARES
BENEFICIALLY 352,052 (See Item 5)
OWNED BY
EACH 8 SHARED VOTING POWER
REPORTING
PERSON 3,078,155 (See Item 6)
WITH
9 SOLE DISPOSITIVE POWER
352,052 (See Item 5)
10 SHARED DISPOSITIVE POWER
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
3,430,207 (See Items 5 and 6)
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES [ ]
CERTAIN SHARES*
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
Approximately 37.9% based upon 8,810,941 shares of Common Stock
outstanding as of the date hereof and the Option Shares.
14 TYPE OF REPORTING PERSON*
IN
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Susan Morrice June 10, 1998
ITEM 1 SECURITY AND ISSUER.
This Statement relates to shares of common stock, $.01 par value per share
(the "Common Stock"), of 3DX Technologies Inc. (the "Company"). The address of
the Company's principal executive offices is 12012 Wickchester, Suite 250,
Houston, Texas 77079.
ITEM 2. IDENTITY AND BACKGROUND.
(a) - (c) This Statement is being filed by Susan Morrice (the "Reporting
Person"). The business address of the Reporting Person is 511 16th Street, Suite
300, Denver, Colorado 80202. The Reporting Person is the owner of S. Morrice &
Associates, Ltd., an international oil and gas exploration company. The
principal business address of S. Morrice & Associates, Ltd. is 511 16th Street,
Suite 300, Denver, Colorado 80202.
(d) - (e) During the last five years, the Reporting Person has not (i)
been convicted in a criminal proceeding (excluding traffic violations or similar
misdemeanors) or (ii) been a party to a civil proceeding of a judicial or
administrative body of competent jurisdiction which resulted in a judgment,
decree or final order enjoining future violations of, or prohibiting or
mandating activities subject to, federal or state securities laws or finding any
violation with respect to such laws.
(f) The Reporting Person is a citizen of Ireland.
ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION.
All of the shares of Company Common Stock owned by the Reporting Person
were purchased in accordance with the terms of that Common Stock Subscription
Agreement, dated as of June 3, 1998 (the "Subscription Agreement"), by and among
the Company and various purchasers including the Reporting Person (the
"Purchasers"). Under the Subscription Agreement, the Reporting Person purchased
111,147 shares of Common Stock on June 10, 1998 (the "Closing Date"), in
consideration for a cash payment of $166,720.50. In addition, in accordance with
the terms of the Subscription Agreement, the Reporting Person has the option to
purchase 240,905 shares of Common Stock (the "Option Shares," which amount
includes an irrevocable assignment of a portion of the option shares of one of
the other Purchasers) within sixty days of the Closing Date. The Option Shares
may be purchased at a purchase price of $1.50 per share.
The funds used for the purchase of the Common Stock were the personal
funds of the Reporting Person.
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Susan Morrice June 10, 1998
ITEM 4. PURPOSE OF TRANSACTION.
All of the shares of Common Stock have been acquired for investment. The
Reporting Person has not acquired the securities with any purpose, or with the
effect of, changing or influencing the control of the Company, or in connection
with or as a participant in any transaction having that purpose or effect. Any
decision of the Reporting Person either to purchase additional shares of Company
Common Stock or to dispose of any shares will take into account various factors,
including general economic conditions and money and stock market conditions.
The Reporting Person currently does not have any plans or proposals of the
type set forth in paragraphs (a) through (j) of Item 4 of Schedule D, except as
follows:
(a) pursuant to the terms of the Subscription Agreement, the
Reporting Person has the option to purchase the Option Shares.
(b) pursuant to the terms of the Subscription Agreement, the Company
is required to submit to its stockholders a proposal for the adoption and
approval of a one for five reverse stock split with respect to all of the
outstanding Company Common Stock.
(d) pursuant to the terms of the Subscription Agreement, the
Reporting Person, together with the other Purchasers, has the right,
subject to certain events, to (i) designate a representative that is
entitled to attend (but not to vote at) all meetings of the board of
directors of the Company and each meeting of any committee thereof and
receive information with respect thereto, or (ii) designate one individual
to be appointed to the Company's board of directors.
ITEM 5. INTEREST IN SECURITIES OF THE COMPANY.
(a) - (b) The Reporting Person beneficially owns 3,430,207 shares of
Company Common Stock, which includes (i) the Option Shares and (ii) shares over
which the Reporting Person currently shares voting power in connection with any
and all meeting of the stockholders of the Company called for the purpose of
considering and approving the stock issuances and other transactions
contemplated by the Subscription Agreement. The Reporting Person's current
beneficial ownership represents approximately 37.9% of the shares of Company
Common Stock. The Reporting Person has sole voting and dispositive power over
352,052 shares of Common Stock and shared voting power over 3,078,155 shares of
Common Stock.
(c) Other than the purchase of shares of Common Stock pursuant to the
Subscription Agreement, the Reporting Person has not been involved in any share
transactions involving the Company during the last sixty days.
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Susan Morrice June 10, 1998
(d) No other person is known to have the right to receive or the power to
direct the receipt of dividends from, or the proceeds from the sale of, any
shares of Company Common Stock.
ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH
RESPECT TO SECURITIES OF THE COMPANY.
Under the Subscription Agreement and pursuant to irrevocable assignment by
one of the Purchasers, the Reporting Person has an option to purchase the Option
Shares from the Company.
In connection with the Subscription Agreement, certain parties entered
into a Voting Agreement, dated as of June 3, 1998, for the benefit of the
Purchasers whereby each of such persons agreed to vote the Common Stock
beneficially owned by them in favor of the stock issuances and other
transactions contemplated by the Subscription Agreement at any and all meetings
of the stockholders of the Company called for such purpose and appointed the
Reporting Person and another individual as their proxy to vote their shares. The
parties to such agreement agreed that until such transactions are consummated,
they will not, directly or indirectly, (i) grant any proxies or enter into any
voting trust or similar agreement with respect to the voting of such party's
Common Stock, (ii) acquire or sell, assign, transfer or otherwise dispose of any
of such party's Common Stock, or (iii) enter into any contract, option or other
arrangement or understanding with respect to the direct or indirect acquisition
or sale, assignment, transfer or other disposition of any shares of Common
Stock. The parties to the Voting Agreement and the number of outstanding shares
of Common Stock beneficially owned by each that are subject to the Voting
Agreement are as follows: C. Eugene Ennis - 269,267 shares; Peter M. Duncan -
355,448 shares; Douglas C. Nester - 357,448 shares; Joseph Schuchardt, III -
41,699 shares; Jon W. Bayless - 749,025 shares; Douglas C. Williamson - 721,903
shares; Ronald P. Nowak - 50,000 shares; Charles E. Edwards - 17,002 shares;
Peter K. Seldin - 516,363 shares (3,078,155 shares in the aggregate).
ITEM 7. MATERIAL TO BE FILED AS EXHIBITS.
Exhibit A: Common Stock Subscription Agreement, dated as of
June 3, 1998, among the Company, Susan Morrice,
Minnowburn Corporation, CWS Limited-Liability Company,
Centennial Energy Partners, L.P., Tercentennial Energy
Partners, L.P., Quadrennial Partners, L.P., Centennial
Overseas Fund, LTD, Investment 11, LLC, Donald D. Wolf,
Altira Group LLC, James R. Newell, Alex B. Campbell,
Paul D. Favret and Wayne W. Williamson (incorporated
herein by reference to Exhibit 99.1 of the Company's
current report on Form 8-K dated June 10, 1998 and
filed with the Securities and Exchange Commission
on June 16, 1998).
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Susan Morrice June 10, 1998
Exhibit B: Voting Agreement, dated as of June 3, 1998 among C.
Eugene Ennis, Peter M. Duncan, Douglas C. Nester,
Joseph Schuchardt, III, Jon W. Bayless, Douglas C.
Williamson, Ronald P. Nowak, Charles E. Edwards and
Peter K. Seldin (incorporated herein by reference to
Exhibit 99.2 of the Company's current report on
Form 8-K dated June 10, 1998 and filed with the
Securities and Exchange Commission on June 16, 1998).
SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, I
certify that the information set forth in this statement is true, complete and
correct.
Dated: June 19, 1998 /S/ SUSAN MORRICE
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Susan Morrice
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