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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): May 12, 1999
3DX TECHNOLOGIES INC.
(Exact Name of Registrant as Specified in Charter)
Delaware 0-21841 76-0386601
(State or Other Juisdiction (Commission (IRS Employer
of Incorporation) File Number) Identification No.)
12012 Wickchester, Suite 250, Houston, Texas 77079
(Address of Principal Executive Offices) (Zip Code)
Registrant's telephone number, including area code: (281) 579-3398
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ITEM 5. OTHER EVENTS.
On May 12, 1999, 3DX Technologies Inc. (the "Company") announced
that it has signed a Plan and Agreement of Merger with Esenjay Exploration, Inc.
(Esenjay) (NASDAQ: ESNJ) which provides for the merger of 3DX into Esenjay. The
Boards of both companies have approved the transaction, and closing of the
merger is conditioned upon approval from the shareholders of both companies and
satisfaction of certain other conditions set forth in the Plan and Agreement of
Merger.
The terms of the merger provide for 3DX shareholders to select
either the issuance of Esenjay common stock at a ratio of 1:3.25 shares of 3DX
common stock or the issuance of a new Esenjay convertible preferred stock at a
ratio of 1:2.75 shares of 3DX common stock. The preferred stock is limited to
50% of the total 3DX shares converted and may be redeemed at Esenjay's option at
any time during the first twelve months after the merger at $1.925 per share. If
not redeemed during the first year, the preferred will automatically convert
into one share of Esenjay common stock if the average closing price of Esenjay
common is greater than $1.875 during a predefined measurement period. If the
Esenjay common is less than $1.875 the preferred holder has the right to "put"
the shares to Esenjay. Esenjay will then have the right to pay for this "put" in
cash or common shares. Esenjay currently has 15,784,834 common shares
outstanding and 3DX currently has 9,685,761 shares outstanding.
ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS.
(a) Financial Statements of Businesses Acquired.
Not Applicable.
(b) Pro Forma Financial Information.
Not Applicable.
(c) Exhibits.
The following exhibit is filed with this Report.
EXHIBIT NO. DESCRIPTION
99 Press Release of the Company, dated May 12, 1999.
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934,
the Registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
3DX TECHNOLOGIES INC.
Dated: May 14, 1999 By: /s/ Russell L. Allen
Russell L. Allen
Chief Financial Officer
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EXHIBIT INDEX
EXHIBIT NO. DESCRIPTION
99 Press Release of the Company, dated May 12, 1999.
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May 12, 1999 Contact: Ronald P. Nowak
or Russell L. Allen
(281) 579-3398
3DX TECHNOLOGIES INC.
ANNOUNCES SIGNING A PLAN AND AGREEMENT OF MERGER WITH
ESENJAY EXPLORATION, INC.
Houston, Texas-3DX Technologies Inc. (3DX) (OTCBB: TDXTC) today announced that
it has signed a Plan and Agreement of Merger with Esenjay Exploration, Inc.
(Esenjay) (NASDAQ: ESNJ) which provides for the merger of 3DX into Esenjay. The
Boards of both companies have approved the transaction, and closing of the
merger is conditioned upon approval from the shareholders of both companies and
satisfaction of certain other conditions set forth in the Plan and Agreement of
Merger.
The terms of the merger provide for 3DX shareholders to select either the
issuance of Esenjay common stock at a ratio of 1:3.25 shares of 3DX common stock
or the issuance of a new Esenjay convertible preferred stock at a ratio of
1:2.75 shares of 3DX common stock. The preferred stock is limited to 50% of the
total 3DX shares converted and may be redeemed at Esenjay's option at any time
during the first twelve months after the merger at $1.925 per share. If not
redeemed during the first year, the preferred will automatically convert into
one share of Esenjay common stock if the average closing price of Esenjay common
is greater than $1.875 during a predefined measurement period. If the Esenjay
common is less than $1.875 the preferred holder has the right to "put" the
shares to Esenjay. Esenjay will then have the right to pay for this "put" in
cash or common shares. Esenjay currently has 15,784,834 common shares
outstanding and 3DX currently has 9,685,761 shares outstanding.
Ronald Nowak, President and CEO of 3DX commented, "We are pleased to have
entered into this merger agreement with Esenjay. We believe this gives the 3DX
shareholder an interest in a larger producing and exploration entity that has a
similar growth vision. With both companies' exploration philosophy focused on a
3D seismic program, the 3DX shareholder will be exposed to a larger prospect
base and exploration program. This should provide a higher value for our
shareholders than the currently depressed trading price of the 3DX stock."
3DX Technologies Inc. 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.
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 either Company's
control. These risks are discussed in detail in the Companies' Annual Report on
Form 10-K for the year ended December 31, 1998, as well as other filings with
the Securities and Exchange Commission. There can be no assurance that the
combined Companies' exploration activities will be successful in meeting the
Companies' expectations.
