MITCHAM INDUSTRIES INC
8-K, 2000-02-16
EQUIPMENT RENTAL & LEASING, NEC
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                                  UNITED STATES

                       SECURITIES AND EXCHANGE COMMISSION

                             Washington, D.C. 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)        February 14, 2000
                                                     ----------------------


                            MITCHAM INDUSTRIES, INC.
- --------------------------------------------------------------------------------
             (Exact name of registrant as specified in its Charter)


         Texas                       000-25142                 76-0210849
- --------------------------------------------------------------------------------
(State or other Jurisdiction     (Commission File             (IRS Employer
      of Incorporation)              Number)              Identification Number)


   44000 Highway 75 South, Huntsville, Texas                77340
- --------------------------------------------------------------------------------
   (Address of principal executive offices)               (Zip Code)


Registrant's telephone number, including area code       (409) 291-2277
                                                       -------------------


                                       N/A
- --------------------------------------------------------------------------------
          (Former name or former address, if changed since last report)

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ITEM 5.  OTHER EVENTS

        On February 14, 2000, the Company issued a press release with respect to
        its stock repurchase program. The press release is attached hereto as
        Exhibit 99 and incorporated herein by reference.

ITEM 7.

FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS

        (a)    Financial Statements.  Not Applicable.

        (b)    Pro Forma Financial Information.  Not Applicable.

        (c)    Exhibits.

               Exhibit Number       Description
               --------------       -----------

                      99            Press Release dated February 14, 2000


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<PAGE>   3

                                   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.

                                            MITCHAM INDUSTRIES, INC.
                                            ------------------------------------
                                             (Registrant)

DATED:  February 15, 2000

                                            By:   /s/ P. Blake Dupuis
                                                --------------------------------
                                                  P. Blake Dupuis
                                                  Vice-President - Finance

                                       3
<PAGE>   4

                                  EXHIBIT INDEX

Exhibit Number            Description
- --------------            -----------
99                    Press Release dated February 14, 2000


<PAGE>   1

                                  PRESS RELEASE

FOR IMMEDIATE RELEASE                              CONTACT:      P. BLAKE DUPUIS
                                                                    409-291-2277

              MITCHAM INDUSTRIES ANNOUNCES STOCK REPURCHASE PROGRAM

HUNTSVILLE, Texas - February 14, 2000 - Mitcham Industries, Inc. (NASDAQ: MIND)
today announced that its Board of Directors has authorized the repurchase of up
to 1.0 million shares of the Company's common stock. The Company expects the
repurchases to take place from time to time in the open market or in privately
negotiated purchase transactions as market and financial conditions warrant.

Billy F. Mitcham, Jr., Mitcham's Chairman, President and Chief Executive
Officer, stated, "We believe that this repurchase program represents an
excellent investment opportunity for the Company and its shareholders and
reflects our confidence in the value of our stock."

Mitcham Industries, Inc. is the leading independent company specializing in the
leasing of 3-D seismic equipment to the oil and gas industry. Mitcham also sells
new and "experienced" seismic equipment.





This press release includes forward-looking statements within the meaning of
Section 27A of the Securities Act of 1933 and Section 21E of the Securities
Exchange Act of 1934. All statements other than statements of historical facts
included herein, including statements regarding potential future demand for the
company's products and services, the company's future financial position and
results of operations, business strategy and other plans and objectives for
future operations, are forward-looking statements. Although the company believes
that the expectations reflected in such forward-looking statements are
reasonable, it can give no assurance that such expectations will prove to have
been correct, and actual results may differ materially from such forward-looking
statements. Important factors that could cause or contribute to such differences
include uncertainty of the oil and gas industry and demand for services,
dependence upon additional lease contracts; customer concentration and credit
risk; industry consolidation; the risk of technological obsolescence of the
company's lease fleet; vulnerability to weather conditions and seasonality of
results; dependence upon suppliers; risks related to Year 2000 issues; and
other factors which are disclosed in the company's Securities and Exchange
Commission filings, available from the company without charge. Further, all
written and verbal forward-looking statements attributable to the company or
persons acting on its behalf are expressly qualified in their entirety by such
factors.


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