<PAGE> 1
SCHEDULE 14A
(RULE 14a-101)
INFORMATION REQUIRED IN PROXY STATEMENT
SCHEDULE 14A INFORMATION
PROXY STATEMENT PURSUANT TO SECTION 14(a) OF THE SECURITIES
EXCHANGE ACT OF 1934
Filed by the Registrant [X]
Filed by a Party other than the Registrant [ ]
Check the appropriate box:
[ ] Preliminary Proxy Statement [ ] Confidential, for Use of the
Commission Only (as permitted by
Rule 14a-6(e)(2))
[X] Definitive Proxy Statement
[ ] Definitive Additional Materials
[ ] Soliciting Material Pursuant to sec. 240.14a-11(c) or sec. 240.14a-12
MITCHAM INDUSTRIES, INC.
- --------------------------------------------------------------------------------
(Name of Registrant as Specified in its Charter)
- --------------------------------------------------------------------------------
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
Payment of Filing Fee (Check the appropriate box):
[X] No fee required.
[ ] Fee computed on table below per Exchange Act Rules 14a-6(i)(l) and
0-11.
(1) Title of each class of securities to which transaction applies:
- --------------------------------------------------------------------------------
(2) Aggregate number of securities to which transaction applies:
- --------------------------------------------------------------------------------
(3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11 (Set forth the amount on which the filing fee
is calculated and state how it was determined):
- --------------------------------------------------------------------------------
(4) Proposed maximum aggregate value of transaction:
- --------------------------------------------------------------------------------
(5) Total fee paid:
- --------------------------------------------------------------------------------
[ ] Fee paid previously with preliminary materials.
[ ] Check box if any part of the fee is offset as provided by Exchange Act
Rule 0-11(a)(2) and identify the filing for which the offsetting fee was paid
previously. Identify the previous filing by registration statement number, or
the Form or Schedule and the date of its filing.
(1) Amount Previously Paid:
- --------------------------------------------------------------------------------
(2) Form, Schedule or Registration Statement No.:
- --------------------------------------------------------------------------------
(3) Filing Party:
- --------------------------------------------------------------------------------
(4) Date Filed:
- --------------------------------------------------------------------------------
<PAGE> 2
MITCHAM INDUSTRIES, INC.
POST OFFICE BOX 1175
44000 HIGHWAY 75 SOUTH
HUNTSVILLE, TEXAS 77342
NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
TO BE HELD JUNE 11, 1997
To our Shareholders:
The Annual Meeting of the Shareholders (the "Annual Meeting") of
Mitcham Industries, Inc., a Texas corporation (the "Company"), will be held at
10:00 a.m. on June 11, 1997, at the Houston Marriott North, 255 North Sam
Houston Parkway East, Houston, Texas, for the purpose of considering and voting
on the following matters:
1. The election of seven directors to serve until the next
Annual Meeting and until their successors are elected and qualify.
2. The approval of the selection of Hein + Associates LLP as
the Company's independent public accountants for the fiscal year ended
January 31, 1998.
3. Such other business as may properly come before the
meeting and any adjournment thereof.
The Board of Directors has established the close of business on April
30, 1997, as the record date for determining the shareholders entitled to
notice and to vote at the Annual Meeting and any adjournment thereof.
Shareholders are cordially invited to attend the Annual Meeting in
person. Those who will not attend and who wish their stock voted are requested
to sign, date and mail promptly the enclosed proxy, for which a return envelope
is provided.
By Order of the Board of Directors,
Roberto Rios
Secretary
Huntsville, Texas
May 12, 1997
TO ASSURE YOUR REPRESENTATION AT THE ANNUAL MEETING, PLEASE SIGN, DATE
AND RETURN THE ENCLOSED PROXY AS PROMPTLY AS POSSIBLE REGARDLESS OF WHETHER YOU
INTEND TO BE PRESENT AT THE MEETING.
<PAGE> 3
----------------------------
MITCHAM INDUSTRIES, INC.
POST OFFICE BOX 1175
44000 HIGHWAY 75 SOUTH
HUNTSVILLE, TEXAS 77342
----------------------------
PROXY STATEMENT
FOR
ANNUAL MEETING OF SHAREHOLDERS
TO BE HELD JUNE 11, 1997
----------------------------
SOLICITATION OF PROXIES
This Proxy Statement is furnished in connection with the solicitation
by the Board of Directors of the Company of proxies from the holders of record
of the common stock, par value $.01 per share (the "Common Stock"), at the
close of business on April 30, 1997, for use at the Annual Meeting to be held
at 10:00 a.m., Houston, Texas time, on June 11, 1997, and any adjournments
thereof. This Proxy Statement, the attached proxy and the Company's Annual
Report for the fiscal year ended January 31, 1997 are being mailed together on
or about May 12, 1997 to shareholders entitled to notice of and to vote at the
Annual Meeting. The principal executive office of the Company is Post Office
Box 1175, 44000 Highway 75 South, Huntsville, Texas 77342.
Properly executed proxies will be voted as directed. If no direction
is indicated therein, proxies received pursuant to this solicitation will be
voted in favor of:
1. the election of the seven nominees for director;
2. the ratification of the indicated independent public
accountants; and
3. as recommended by the Board of Directors with regard to any
other matters or if no recommendation is given, in their own
discretion.
A proxy on the enclosed form may be revoked by the shareholder at any
time before it is voted by filing with the Secretary of the Company a written
revocation, by voting in person at the meeting, or by delivering a proxy
bearing a later date. Attendance at the Annual Meeting will not, in itself,
constitute revocation of the proxy.
All costs of this Proxy Statement and the proxy and the cost of
soliciting proxies relating to the Annual Meeting will be borne by the Company.
It is anticipated that the solicitation of proxies for the Annual Meeting will
be made only by use of the mails. However, the Company may use the services of
its directors, officers and employees to solicit proxies personally or by
telephone, without additional salary or compensation to them. The Company will
request that the brokerage houses, custodians, nominees, and fiduciaries
forward the proxy soliciting materials to the beneficial owners of the
Company's shares held of record for such persons, and the Company will
reimburse such persons for their related reasonable out-of-pocket expenses.
1
<PAGE> 4
VOTING OF SECURITIES
At the close of business on April 30, 1997, the record date for the
determination of shareholders entitled to notice of and to vote at the Annual
Meeting, there were 7,358,260 issued and outstanding shares of Common Stock,
each of which share is entitled to one vote. Common Stock is the only class of
outstanding securities of the Company entitled to notice of and to vote at the
Annual Meeting.
The Company's Bylaws provide that the presence of the holders of a
majority of the issued and outstanding shares of Common Stock entitled to vote
at the Annual Meeting, either in person or by proxy, is necessary to constitute
a quorum for the transaction of business at the Annual Meeting. Assuming such
a majority is present, the election of directors will require the affirmative
vote of a plurality of the votes cast. Abstentions from the proposal to elect
directors will be counted for purposes of determining the presence of a quorum,
but will not be included in the total number of shares voted for or against any
nominee. The ratification of the selection of the independent public
accountants will require the affirmative vote of a majority of the shares
entitled to vote and represented in person or by proxy. Abstentions from the
proposals to approve the selection of independent public accountants are
counted only for purposes of determining whether a quorum is present at the
Annual Meeting and will be excluded entirely from the total number of shares
voted. Broker "non-votes" are not considered present and are included neither
in determining the presence of a quorum or in the total number of shares voted
for or against any proposal and will have no effect on the outcome of the
voting. A broker non-vote occurs if a broker or other nominee holding shares
for a beneficial owner votes on one proposal, but does not vote on another
proposal because he does not have discretionary authority to vote shares and
has not received instructions from the beneficial owner with respect to such
proposal.
2
<PAGE> 5
PRINCIPAL HOLDERS OF SECURITIES AND SECURITY OWNERSHIP
OF MANAGEMENT
PRINCIPAL HOLDERS OF SECURITIES. The following table sets forth the
beneficial ownership of Common Stock as of April 30, 1997 with respect to each
person known by the Company to own beneficially more than 5% of the Company's
shares of outstanding Common Stock.
<TABLE>
<CAPTION>
NAMES AND ADDRESSES AMOUNT OF NATURE OF
OF BENEFICIAL OWNERS BENEFICIAL OWNERSHIP PERCENT OF CLASS
-------------------- -------------------- ----------------
<S> <C> <C>
Billy F. Mitcham, Jr. . . . . . . . . . . . . 923,062(1) 12.2%
P. O. Box 1175
Huntsville, Texas 77342
FMR Corp. . . . . . . . . . . . . . . . . . . 446,500(2) 6.1%
82 Devonshire Street
Boston, Massachusetts 02109
Wellington Management Company, LLP
75 State Street
Boston, Massachusetts 02109 . . . . . . . . . 385,000(3) 5.2%
</TABLE>
- ----------------------
(1) Includes an aggregate of 359,490 shares of Common Stock owned
by Billy F. Mitcham, Sr. (195,040 shares); Paul C. Mitcham
(89,930 shares); and two trusts established for the benefit of
Mr. Mitcham, Jr.'s sons (the "Mitcham Childrens' Trusts")
(74,520 shares), as to which Mr. Mitcham, Jr. has sole voting
rights under a Voting Agreement. Also includes shares
underlying currently exercisable options to purchase an
aggregate of 218,692 shares of Common Stock, as follows:
Billy F. Mitcham, Jr. (125,000 shares), Billy F. Mitcham, Sr.
(45,750 shares), Paul C. Mitcham (30,500 shares), and the two
trusts (17,442 shares).
(2) As of December 31, 1996, based solely upon information
contained in a Schedule 13G, dated February 14, 1997, filed by
FMR Corp. with the Securities and Exchange Commission ("SEC")
(4) As of December 31, 1996, based solely upon information
contained in a Schedule 13G, dated February 12, 1997, filed by
Wellington Management Company, LLP with the SEC.
3
<PAGE> 6
SECURITY OWNERSHIP OF MANAGEMENT. The following table sets forth the
beneficial ownership of Common Stock as of April 30, 1997, with respect to: (i)
the executive officer named in the Summary Compensation Table set forth below
under the heading "Executive Compensation" (the "Named Executive"); (ii) each
director and nominee; and (iii) all directors and executive officers as a
group.
<TABLE>
<CAPTION>
NAMES AND ADDRESSES AMOUNT OF NATURE OF
OF BENEFICIAL OWNERS(1) BENEFICIAL OWNERSHIP(2) PERCENT OF CLASS
----------------------- ----------------------- ----------------
<S> <C> <C>
Billy F. Mitcham, Jr. . . . . . . . . . . . 923,062(3) 12.2%
Paul C. Mitcham . . . . . . . . . . . . . . 120,430(4) 1.6%
Roberto Rios. . . . . . . . . . . . . . . . 35,772(5) *
William J. Sheppard . . . . . . . . . . . . 33,772(5) *
Gordon M. Greve . . . . . . . . . . . . . . 3,000(6) *
Randal Dean Lewis . . . . . . . . . . . . . 3,000(6) *
John F. Schwalbe. . . . . . . . . . . . . . 3,000(6) *
All directors and executive officers
as a group (7 persons). . . . . . . . . . . 1,001,606(7) 13.1%
</TABLE>
- ---------------------
* Less than 1%
(1) The business address of each shareholder is the same as that
of the Company's principal executive offices.
(2) Except as otherwise indicated below, all shares are owned
directly and the owner has sole voting and dispositive
authority with respect to such shares.
(3) Includes an aggregate of 359,490 shares of Common Stock owned
by Billy F. Mitcham, Sr. (195,040 shares); Paul C. Mitcham
(89,930 shares); and the Mitcham Childrens' Trusts (74,520
shares), as to which Mr. Mitcham, Jr. has sole voting rights
under a Voting Agreement. Also includes shares underlying
currently exercisable options to purchase an aggregate of
218,692 shares of Common Stock, as follows: Billy F. Mitcham,
Jr. (125,000 shares), Billy F. Mitcham, Sr. (47,750 shares),
Paul C. Mitcham (30,500 shares), and the two trusts (17,442
shares).
(4) Includes shares underlying a currently exercisable option to
purchase 30,500 shares of Common Stock.
(5) Includes shares underlying a currently exercisable option to
purchase 21,000 shares of Common Stock and a currently
exercisable warrant to purchase 2,422 shares of Common Stock.
(6) Represents shares underlying a currently exercisable option to
purchase the indicated number of shares of Common Stock.
(7) Includes shares underlying currently exercisable options and
warrants to purchase an aggregate of 274,536 shares of Common
Stock, as follows: the 218,692 shares referred to in footnote
(3) above, 3,000 shares of Common Stock for each of Messrs.
Greve, Lewis and Schwalbe and an additional 23,422 shares for
each of Messrs. Rios and Sheppard.
4
<PAGE> 7
ELECTION OF DIRECTORS
Seven directors will be elected at the Annual Meeting. Shares or
proxies may not be voted for more than seven nominees for directors. Each
director so elected will hold office until the next Annual Meeting and until
his successor is elected and qualified. All director nominees are currently
directors of the Company.
The persons named as proxies in the proxy have been designated by the
Board of Directors and intend to vote such proxy "FOR" the persons named below
in the election of the Board of Directors, except to the extent authority to
vote is withheld from one or more nominees. If any such nominee is unable to
serve as a director, it is intended that the shares represented by proxies will
be voted in the absence of contrary indication for any substitute nominee that
the Board of Directors designates.
THE BOARD OF DIRECTORS RECOMMENDS A VOTE "FOR" EACH OF THE NOMINEES
NAMED BELOW.
NOMINEES FOR DIRECTOR. Set forth below is certain information as of
April 30, 1997, with respect to each nominee of the Board of Directors,
including the business experience of each during at least the past five years
and the age of each on April 30, 1997. The nominees have consented to be named
in this Proxy Statement and to serve as directors if elected.
<TABLE>
<CAPTION>
PRINCIPAL DIRECTOR
NAME OCCUPATION AGE SINCE
- ---------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C>
Billy F. Mitcham, Jr. Chairman of the Board, President and Chief Executive 49 1987
Officer. Mr. Mitcham has more than 20 years of
experience in the geophysical industry. From 1979 to
1987, he served in various management capacities with
Mitcham Associates, an unrelated equipment leasing
company. From 1975 to 1979, Mr. Mitcham served in
various capacities with Halliburton Services,
primarily in oilfield services.
Paul C. Mitcham Vice President-Operations and a director of the 32 1994
Company. He is the brother of Billy F. Mitcham, Jr.
Mr. Mitcham has been employed by the Company in
various management positions since 1989. Prior to
1989, he worked in various field positions in the
geophysical industry.
</TABLE>
5
<PAGE> 8
<TABLE>
<CAPTION>
PRINCIPAL DIRECTOR
NAME OCCUPATION AGE SINCE
- ---------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C>
Roberto Rios Vice President - Finance, Secretary and Treasurer and 39 September
a director of the company. From 1990 until joining 1994
the Company in September 1994, Mr. Rios held several
senior-level positions, including Vice-President and
General Manager, with ADVO, Incorporated, a publicly-
traded nationwide direct mail distribution company.
From 1980 to 1989, he held several senior-level
financial positions, including Controller, of The
Shoppers' Guide, a company that produces a direct
mail advertising guide and that is a subsidiary of
Harte-Hanks Communications, Inc., a multimedia
company. Mr. Rios is a Certified Public Accountant
and a member of the American Institute of Certified
Public Accountants.
William J. Sheppard Vice President-International Operations and a 49 October
director of the Company. Mr. Sheppard has more than 1994
25 years of experience in the geophysical industry.
From 1987 until October 1994, Mr. Sheppard was the
President of Alberta Supply Company, a Canadian
seismic equipment sales and services company.
Gordon M. Greve Mr. Greve held various management positions with 62 November
Amoco Corporation from July 1977 through September 1994
1994 and has more than 30 years of experience in the
geophysical industry. He served as the Acting Vice-
President of Exploration Technology and Services from
February through September 1994. From February 1991
through February 1994, he was manager of exploration.
From July 1986 to February 1991, he was a manager in
geophysics. Mr. Greve served as the President of the
Society of Exploration Geophysicists for the 1995-
1996 term.
Randal Dean Lewis Mr. Lewis is the Dean of the Business School at Sam 53 November
Houston University and he has served in this capacity 1994
since October 1995. From 1987 to October 1995 Mr.
Lewis was the Associate Dean and Professor of
Marketing at Sam Houston State University. Prior to
1987, Mr. Lewis held a number of executive positions
in the banking and finance industries.
John F. Schwalbe Mr. Schwalbe has been a Certified Public Accountant 53 November
in private practice since 1978, with primary emphasis 1994
on tax planning, consulting, and compliance.
</TABLE>
6
<PAGE> 9
MEETINGS AND COMMITTEES OF THE BOARD
During the fiscal year ended January 31, 1997, the Board of Directors
of the Company held two meetings. The Board of Directors has two standing
committees: the Audit Committee and the Compensation Committee. The Board
does not have a Nominating Committee.
AUDIT COMMITTEE. The Audit Committee, which is comprised of Messrs.
Schwalbe, Lewis and Greve, held two meetings during the fiscal year ended
January 31, 1997. Its functions are to: (1) recommend the appointment of
independent public accountants; (2) review the scope of the audit by the
independent public accountants; (3) review the independence of the independent
public accountants; (4) consider the adequacy of the system of internal
controls and review any proposed corrective actions; (5) review and monitor the
Company's policies regarding business ethics and conflicts of interest; and (6)
discuss with management and the independent public accountants the Company's
draft of annual financial statements and key accounting and/or reporting
matters.
COMPENSATION COMMITTEE. The Compensation Committee, which is composed
of Messrs. Schwalbe, Lewis and Greve, held two meetings during the fiscal year
ended January 31, 1997. Its functions are to: (1) review the Company's general
compensation strategy; (2) establish the salaries and bonuses of the Company's
executive officers; and (3) review and administer the Company's 1994 Stock
Option Plan.
During the fiscal year ended January 31, 1997, no incumbent director
attended less than 75% of the aggregate number of meetings of the Board of
Directors and the total number of meetings of the committees on which he
served.
EXECUTIVE COMPENSATION
SUMMARY COMPENSATION TABLE. The following table sets forth all
compensation paid by the Company for the fiscal years ended January 31, 1995,
1996 and 1997 to the Chairman of the Board, Chief Executive Officer and
President of the Company. No other executive officer of the Company received
total salary and bonus that exceeded $100,000 during any of those fiscal years.
7
<PAGE> 10
SUMMARY COMPENSATION TABLE
<TABLE>
<CAPTION>
LONG-TERM
COMPENSATION
ANNUAL COMPENSATION AWARDS
------------------------------------------- ----------------
FISCAL YEAR SECURITIES
ENDED UNDERLYING ALL OTHER
NAME AND PRINCIPAL POSITION JANUARY 31 SALARY($) BONUS($) STOCK OPTIONS(#) COMPENSATION($)
--------------------------- ---------- ----------- ---------- ---------------- ---------------
<S> <C> <C> <C> <C> <C>
Billy F. Mitcham, Jr. ............... 1997 $115,833 $38,670(2) 9,000 ---
Chairman of the Board, 1996 100,000 40,685(2) 9,000 ---
President and Chief 1995 72,000(1) --- 116,000 ---
Executive Officer
</TABLE>
- -------------
(1) Mr. Mitcham, Jr. opted to receive a lower salary in the fiscal year
ended January 31, 1995 than he was entitled to under the terms of his
previous employment agreement. Though not specifically stated in the
employment agreement, Mr. Mitcham, Jr. felt the intent of the parties
was that the increased salary would not be effective until the
consummation of the Company's initial public offering, which occurred
in January, 1995 (the "IPO"). The $28,000 of his salary that he opted
not to receive was not deferred and will not be paid in a future year.
As of February 1, 1995, Mr. Mitcham, Jr. began receiving his full
salary under his previous employment agreement.
(2) Bonus actually paid in the subsequent fiscal year.
OPTION GRANTS. The following table sets forth the individual grants
of stock options made by the Company during the fiscal year ended January 31,
1997 to the Named Executive. The Company does not grant any stock appreciation
rights.
OPTION GRANTS IN LAST FISCAL YEAR
<TABLE>
<CAPTION>
NUMBER OF % OF TOTAL OPTIONS
SECURITIES GRANTED TO EXERCISE
UNDERLYING OPTIONS EMPLOYEES OR BASE EXPIRATION
NAME GRANTED (#) IN 1997 FISCAL YEAR PRICE($/SH) DATE
---- ------------------ ------------------- ----------- -------------
<S> <C> <C> <C> <C>
Billy F. Mitcham, Jr. . . . . . 9,000(1) 22% $5.75(1) Aug. 14, 2006
</TABLE>
- -------------------------
(1) Incentive stock option granted on August 14, 1996 under the 1994 Stock
Option Plan. The option may be exercised to purchase the total number
of shares on August 14, 1997. The option price was set at the fair
market value of the Company's Common Stock. The fair market value of a
share of the Company's Common Stock is the closing price at which the
Common Stock was sold on the date of grant. To the extent the option
is not vested on the optionee's retirement, death or disability, it is
forfeited.
OPTION EXERCISES AND YEAR-END OPTION VALUES. The following table sets
forth the year-end values of unexercised options held by the Named Executive at
January 31, 1997. The Named Executive did not exercise any stock options in
the 1997 fiscal year.
8
<PAGE> 11
AGGREGATE OPTION EXERCISES IN LAST FISCAL YEAR AND
JANUARY 31, 1997 OPTION VALUES
<TABLE>
<CAPTION>
NUMBER OF SECURITIES VALUE OF UNEXERCISED
UNDERLYING OPTIONS AT IN-THE-MONEY OPTIONS
JANUARY 31, 1997(#) AT JANUARY 31, 1997($)
------------------- ----------------------
NAME EXERCISABLE UNEXERCISABLE EXERCISABLE UNEXERCISABLE
---- ----------- ------------- ----------- -------------
<S> <C> <C> <C> <C>
Billy F. Mitcham, Jr.... 125,000 9,000 $ 468,515(1) $ 25,875
</TABLE>
- ----------------------
(1) Represents the difference between the closing price of the Company's
Common Stock on January 31, 1997 ($8 5/8) and the exercise price of the
options, multiplied by the number of shares represented by such options.
EMPLOYMENT AGREEMENT. Billy F. Mitcham, Jr.'s employment agreement
(the "Employment Agreement") with the Company is for a term of five years,
beginning January 15, 1997, which term is automatically extended for successive
one-year periods unless either party gives written notice of termination at
least 30 days prior to the end of the current term. The Employment Agreement
replaced his previous employment agreement. The Employment Agreement provides
for an annual salary of $150,000 and a bonus at the discretion of the Board of
Directors. It may be terminated prior to the end of the initial term or any
extension thereof if Mr. Mitcham dies; if it is determined that Mr. Mitcham has
become disabled (as defined); if Mr. Mitcham gives three months prior notice of
resignation; if the Company gives Mr. Mitcham notice of termination "without
cause"; or if the Board of Directors determines that Mr. Mitcham has breached
the Employment Agreement in any material respect, has appropriated a material
business opportunity of the Company or has engaged in fraud or dishonesty with
respect to the Company's business or is convicted of or indicted for any felony
criminal offense or any crime punishable by imprisonment. If Mr. Mitcham
terminates his employment within 60 days following (i) a material reduction in
his duties and responsibilities (without his consent) or (ii) a reduction in,
or failure by the Company to pay when due, any portion of his salary, he will
be entitled to payments equal to $450,000, payable ratably over the 24 months
following such termination. For a period of two years after the termination of
the Employment Agreement, Mr. Mitcham is prohibited from engaging in any
business activities which are competitive with the Company's business and from
diverting any of the Company's customers to a competitor. The Company has no
employment agreements with any of its other executive officers.
COMPENSATION OF DIRECTORS. The Company pays directors who are not
employees of the Company $500 for every meeting attended and reimburses their
expenses incurred in attending board and committee meetings. In addition, the
1994 Non-Employee Director Stock Option Plan (the "Director Plan") provides
that each non-employee director will receive an option to purchase 1,000 shares
of Common Stock upon becoming a director and on the date of each annual meeting
of shareholders at which he is re-elected as a director. Accordingly, each
non-employee director who is re-elected at the Annual Meeting will receive on
that day an option to purchase 1,000 shares of Common Stock.
9
<PAGE> 12
CERTAIN TRANSACTIONS
Effective September 20, 1993, the Company and Billy F. Mitcham, Jr.
entered into a Voting Agreement (the "Voting Agreement") with Billy F. Mitcham,
Sr., Paul C. Mitcham and two trusts established for the benefit of Mr.
Mitcham, Jr.'s sons. Under the Voting Agreement, the holders of shares subject
thereto have agreed that Mr. Mitcham, Jr. has the authority to vote an
additional 359,490 shares of Common Stock, or 4.9% of the Company's outstanding
Common Stock. Mr. Mitcham, Jr. has voting control of an aggregate of 923,062
shares, or 12.2%, of the Company's Common Stock, as of April 30, 1997. The
Voting Agreement will terminate on the earlier of the agreement of the parties,
the transfer by the parties thereto of their shares or the expiration of 25
years. See "Principal Holders of Securities and Security Ownership of
Management."
Since April 1994, the Company has engaged Billy F. Mitcham, Sr. as a
consultant under a consulting agreement. Mr. Mitcham, Sr. has been involved in
the energy industry since 1952 and was formerly the owner and the President of
Mitcham Associates, Inc. which was also engaged in the leasing and sale of
peripheral seismic equipment. Mr. Mitcham, Sr. has served as an industry
expert and consultant for the Company since 1987 and was engaged on terms
similar to those in his present consulting agreement during that time, though
not pursuant to a written agreement. The agreement calls for monthly payments
to Mr. Mitcham, Sr. of $5,500. The Company paid Mr. Mitcham, Sr. a total of
$66,000 under the agreement in the 1997 fiscal year. The consulting agreement
prohibits Mr. Mitcham, Sr. from providing consulting services to, and from
contacting or soliciting in an effort to provide services to, any competitor of
the Company for two years after the termination of his engagement. The current
term of the agreement expires January 31, 1999, subject to earlier termination
on the occurrence of certain stated events, and is renewable for successive
one-year terms at the Company's option. The Company believes Mr. Mitcham, Sr.
could successfully compete with the Company, given his contacts and extensive
knowledge of the seismic leasing industry. For the above reasons, the Company
believes the terms of Mr. Mitcham, Sr.'s consulting agreement are no less
favorable than could be obtained from an unaffiliated third party with similar
experience.
RATIFICATION OF SELECTION OF INDEPENDENT PUBLIC ACCOUNTANTS
The Company's Audit Committee has selected Hein + Associates
LLP as independent public accountants to examine the books, records and
accounts of the Company for the fiscal year ended January 31, 1998. Hein +
Associates LLP has served as the Company's independent public accountants since
1993. The Audit Committee has been advised that neither Hein + Associates LLP,
nor any member thereof, has any direct financial interest in or any material
indirect interest in the Company. Although the appointment of Hein +
Associates LLP as the Company's independent public accountants does not require
ratification by the Company's shareholders, the Board of Directors considers it
appropriate to obtain such ratification. If the selection of Hein + Associates
LLP is not approved by the shareholders, the Audit Committee will select other
independent public accountants and may, in its discretion, submit its
appointment to the shareholders for approval. It is expected that
representative of Hein + Associates LLP will be present at the Annual Meeting
to respond to appropriate questions and to make a statement if they so desire.
The persons named in the accompanying Proxy intend to vote such Proxy
in favor of the ratification of the selection of Hein + Associates LLP unless a
contrary choice is set forth therein.
10
<PAGE> 13
THE BOARD OF DIRECTORS RECOMMENDS A VOTE FOR APPROVAL OF THE
SELECTION, BY THE AUDIT COMMITTEE OF THE COMPANY, OF HEIN + ASSOCIATES LLP AS
INDEPENDENT PUBLIC ACCOUNTANTS TO AUDIT THE BOOKS, RECORDS AND ACCOUNTS OF THE
COMPANY FOR THE FISCAL YEAR ENDED JANUARY 31, 1998.
ANNUAL REPORT
AN ANNUAL REPORT OF THE COMPANY SETTING FORTH THE COMPANY'S ACTIVITIES
AND CONTAINING AUDITED FINANCIAL STATEMENTS OF THE COMPANY'S FINANCIAL POSITION
AS OF THE CLOSE OF THE FISCAL YEAR ENDED JANUARY 31, 1997, ACCOMPANIES THIS
PROXY STATEMENT. EXCEPT FOR THE FINANCIAL STATEMENTS INCLUDED IN THE ANNUAL
REPORT THAT ARE SPECIFICALLY INCORPORATED BY REFERENCE HEREIN, THE ANNUAL
REPORT IS NOT INCORPORATED IN THIS PROXY STATEMENT AND IS NOT TO BE DEEMED PART
OF THIS PROXY SOLICITING MATERIAL. ADDITIONAL COPIES OF THE ANNUAL REPORT ARE
AVAILABLE UPON REQUEST.
FORM 10-KSB
THE COMPANY WILL FURNISH WITHOUT CHARGE TO EACH PERSON WHOSE PROXY IS
BEING SOLICITED, UPON THE REQUEST OF ANY SUCH PERSON, A COPY OF THE COMPANY'S
ANNUAL REPORT ON FORM 10-KSB FOR THE FISCAL YEAR ENDED JANUARY 31, 1997, AS
FILED WITH THE SEC (EXCLUDING EXHIBITS), INCLUDING THE FINANCIAL STATEMENTS AND
SCHEDULES THERETO. REQUESTS FOR COPIES OF SUCH REPORT SHOULD BE DIRECTED IN
WRITING TO THE SECRETARY, MITCHAM INDUSTRIES, INC., POST OFFICE BOX 1175, 44000
HIGHWAY 75 SOUTH, HUNTSVILLE, TEXAS 77342.
OTHER MATTERS
COMPLIANCE WITH SECTION 16(a) OF THE EXCHANGE ACT. Section 16(a) of
the Exchange Act requires the Company directors and executive officers, and
persons who own more than 10% of a registered class of the Company's equity
securities ("Reporting Persons") to file reports of ownership and changes in
ownership with the SEC and Nasdaq. Reporting Persons are required by SEC
regulations to furnish the Company with copies of all Section 16(a) forms they
file.
Based solely upon a review of such forms and any amendments thereto
furnished to the Company during the fiscal year ended January 31, 1997, the
Company believes that there were no known failures to file or unreported
transactions by Reporting Persons, except that Mr. Lewis made a late Form 5
filing reporting the exempt grant of options to him under the Director Plan.
OTHER MATTERS. At the date hereof, the Board of Directors does not
know of any other business to be presented at the Annual Meeting of
Shareholders. If any other matter properly comes before the meeting, however,
it is intended that the persons named in the accompanying proxy will vote such
proxy in accordance with the discretion and instructions of the Board of
Directors.
11
<PAGE> 14
SUBMISSION OF SHAREHOLDER PROPOSALS
Shareholders wishing to submit proposals for consideration by the
Company's Board of Directors at the Company's 1998 Annual Meeting of
Shareholders should submit them in writing to the attention of the Secretary of
the Company not later than January 11, 1998, so that it may be considered by
the Company for inclusion in its proxy statement and form of proxy for that
meeting.
By Order of the Board of Directors,
Roberto Rios
Secretary
Huntsville, Texas
May 12, 1997
12
<PAGE> 15
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MITCHAM INDUSTRIES, INC.
PROXY SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS
FOR THE ANNUAL MEETING TO BE HELD JUNE 11, 1997
The proxies are directed to vote as specified below and in their
discretion on all other matters coming before the meeting. If no
direction is made, the proxies will vote FOR all nominees listed
below, and the approval of independent public accountants. This
proxy is solicited by the Board of Directors.
1. ELECTION OF DIRECTORS -- Billy F. Mitcham, Jr., Gordon M. Greve,
Randal Dean Lewis, Paul C. Mitcham, Roberto Rios, John F.
Schwalbe and William J. Sheppard.
[ ] Vote FOR from all nominees listed above, except vote
withheld from (to withhold authority to vote for any
individual nominee, write in the names on the line below:)
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[ ] Vote WITHHELD from nominees
2. APPROVAL OF INDEPENDENT PUBLIC ACCOUNTANTS
[ ] FOR [ ] AGAINST [ ] ABSTAIN
[ ] I plan to attend the meeting.
PLEASE SIGN, DATE AND RETURN THE PROXY CARD
PROMPTLY, USING THE ENCLOSED ENVELOPE.
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P
R
O
X
Y
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MITCHAM INDUSTRIES, INC.
PROXY SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS
FOR THE ANNUAL MEETING TO BE HELD JUNE 11, 1997
The undersigned appoints Billy F. Mitcham, Jr. and Roberto Rios, and
each of them, as attorneys and proxies of the undersigned, with power
of substitution, to represent the undersigned at the Annual Meeting of
Shareholders of Mitcham Industries, Inc. (the "Company") to be held
June 11, 1997, and at any adjournments thereof, and to vote all shares
of Common Stock of the Company which the undersigned is entitled to
vote on all matters coming before said meeting.
Dated: ________________, 1997
_____________________________
Signature
_____________________________
Signature if held jointly
THIS PROXY MUST BE SIGNED
EXACTLY AS NAME APPEARS
HEREON. Executors,
administrators, trustees,
etc., should give full
title as such. If the
signer is a corporation,
please sign full corporate
name by duly authorized
officer. If signer is a
partnership, please sign
partnership name by
authorized person.
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