<PAGE>
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
Date of report (Date of earliest event reported): January 4, 1999
3DX TECHNOLOGIES INC.
(Exact Name of Registrant as Specified in Charter)
Delaware 0-21841 76-0386601
(State or Other Jurisdiction (Commission (IRS Employer
of Incorporation) File Number) Identification No.)
12012 Wickchester, Suite 250 77079
Houston, Texas (Zip Code)
(Address of Principal Executive Offices)
Registrant's telephone number, including area code: (281) 579-3398
<PAGE>
Item 5. Other Events.
On January 4, 1999, 3DX Technologies Inc. (the "Company")
announced that it exercised its right to terminate the Letter of Intent to merge
with Fortune Natural Resources Corporation since a signed definitive merger
agreement was not entered into by December 31, 1998.
Item 7. Financial Statements, Pro Forma Financial Information and Exhibits.
1. Letter terminating Letter of Intent between Fortune and the
Company, dated as of January 4, 1999.
2. Press release issued by the Company, dated as of January
4, 1999.
2
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of
1934, the Registrant has duly caused this report to be signed on its behalf by
the undersigned hereunto duly authorized.
3DX TECHNOLOGIES INC.
Dated: January 12, 1999 By: /s/ Russell Allen
--------------------------------
Russell Allen
Chief Financial Officer
3
<PAGE>
EXHIBIT INDEX
Exhibit No. Description
- ----------- -----------
99.1 Letter terminating Letter of Intent between Fortune and
the Company, dated as of January 4, 1999.
99.2 Press release issued by the Company, dated as of
January 4, 1999.
<PAGE>
[LETTERHEAD OF 3DX TECHNOLOGIES INC.]
January 4, 1999
Mr. Tyrone J. Fairbanks, President and Chief Executive Officer
Fortune Natural Resources Corporation
One Commerce Green
515 Greens Road, Suite 720
Houston, TX 77067
Dear Ty:
This letter is to inform you that 3DX Technologies Inc. is exercising its right
to terminate the Letter of Intent dated November 2, 1998 since a signed
definitive merger agreement was not entered into by December 31, 1998.
Yours very truly,
/s/ Ronald P. Nowak
Ronald P. Nowak
President and Chief Executive Officer
<PAGE>
Monday January 4, 1999
3DX TECHNOLOGIES INC. ANNOUNCES TERMINATION OF MERGER DISCUSSIONS WITH
FORTUNE NATURAL RESOURCES CORPORATION
Houston, Texas - 3DX Technologies Inc. Nasdaq Symbol: TDXT) announced today that
it has exercised its right to terminate the Letter of Intent to merge with
Fortune Natural Resources Corporation (AMEX Symbol: FPX) since a signed
definitive merger agreement was not entered into by December 31, 1998.
Ronald Nowak, president and chief executive officer of 3DX noted that "We are
disappointed that a transaction could not be consummated which would be
beneficial to both parties. However, 3DX is committed to manage itself as a
successful E&P company. Recent sales of a partial interest in the Company's
Ramrod project in Matagorda County, Texas and a non-core producing asset have
strengthened the financial position of the Company. We will continue to focus
and remain aggressive in pursuing those opportunities that position our Company
for future success and growth."
3DX Technologies Inc. is a knowledge-based oil and gas exploration and producing
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.
Certain statements in this news release regarding future expectations and plans
for oil and gas exploration, development and production may be regarded as
"forward-looking statements" within the meaning of the Securities Litigation
Reform Act. They are subject to various risks, such as operating hazards,
drilling risks and other uncertainties inherent in the business of exploring
for, developing and producing oil and gas which may be beyond the Company's
control. These risks are discussed in detail in the Company's Annual Report on
Form 10-K for the year ended December 31, 1997, as well as other filings with
the Securities and Exchange Commission. There can be no assurance that the
Company's exploration activities will be successful in meeting the Company's
expectations.
