<PAGE> 1
As filed with the Securities and Exchange Commission on December 31, 1998
Registration No. 333-______
=====================================
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
------------
FORM S-8
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
------------
PARADIGM GEOPHYSICAL LTD.
(Exact name of registrant as specified in its charter)
<TABLE>
<S> <C>
ISRAEL NOT APPLICABLE
(State or other jurisdiction of incorporation (I.R.S. Employer Identification Number)
or organization)
</TABLE>
MERKAZIM HOUSE
32 MASKIT STREET
P.O.B. 2061
HERZLIA B, ISRAEL
972-9-970-9300
(Address, including zip code, of registrant's principal executive offices)
KEY EMPLOYEE PLAN
MAY 1994 STOCK OPTION PLAN
1994 GENERAL STOCK OPTION PLAN
1997 STOCK OPTION PLAN FOR QUALIFYING ISRAEL EMPLOYEES
1997 EXECUTIVE STOCK OPTION PLAN
1997 STOCK OPTION PLAN FOR U.S. EMPLOYEES
(FULL TITLES OF THE PLANS)
------------
PARADIGM GEOPHYSICAL CORP.
2401 PORTSMOUTH
HOUSTON, TEXAS 77098
713-630-3800
(Name, address, including zip code, and telephone number,
including area code, of agent for service)
------------
Copies of all communications, including all communications sent to the
agent for service, should be sent to:
ANDREW C. FREEDMAN, ESQ. AND DAVID EFRATI, ADV. AND
RICHARD H. GILDEN, ESQ. IAN ROSTOWSKY, ADV.
FULBRIGHT & JAWORSKI L.L.P. EFRATI GALILI & CO.
666 FIFTH AVENUE 6 WISSOTSKY STREET
NEW YORK, NEW YORK 10103 TEL AVIV, ISRAEL 62338
(212) 318-3000 011-972-3-605-1010
FACSIMILE: (212) 752-5958 FACSIMILE: 011-972-3-604-0111
------------
=====================================
<PAGE> 2
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
PROPOSED
MAXIMUM AMOUNT OF
AMOUNT TO BE PROPOSED MAXIMUM AGGREGATE REGISTRATION
TITLE OF SECURITIES TO BE REGISTERED REGISTERED (1) OFFERING PRICE PER SHARE OFFERING PRICE FEE
------------------------------------ -------------- ------------------------ -------------- ------------
<S> <C> <C> <C> <C>
ORDINARY SHARES, NIS 0.5 PAR VALUE PER
SHARE REPRESENTED BY OPTIONS GRANTED 63,336
PURSUANT TO THE KEY EMPLOYEE PLAN .......... SHARES $0.59(2) $37,368 $10.39
ORDINARY SHARES, NIS 0.5 PAR VALUE PER
SHARE, REPRESENTED BY OPTIONS GRANTED
PURSUANT TO THE MAY 1994 STOCK OPTION 114,678
PLAN........................................ SHARES $2.50(3) $286,695 $79.62
ORDINARY SHARES, NIS 0.5 PAR VALUE PER
SHARE, REPRESENTED BY OPTIONS GRANTED
PURSUANT TO THE MAY 1994 STOCK OPTION 111,506
PLAN........................................ SHARES $4.00(3) $446,024 $124.00
ORDINARY SHARES, NIS 0.5 PAR VALUE PER
SHARE, REPRESENTED BY OPTIONS GRANTED
PURSUANT TO THE 1994 GENERAL STOCK OPTION 60,176
PLAN........................................ SHARES $7.00(4) $421,232 $117.10
ORDINARY SHARES, NIS 0.5 PAR VALUE PER
SHARE, REPRESENTED BY OPTIONS GRANTED
PURSUANT TO THE 1997 STOCK OPTION PLAN FOR 558,486
QUALIFIYING ISRAEL EMPLOYEES................ SHARES $7.00(5) $3,909,402 $1,086.81
ORDINARY SHARES, NIS 0.5 PAR VALUE PER
SHARE, REPRESENTED BY OPTIONS GRANTED
PURSUANT TO THE 1997 EXECUTIVE STOCK 418,934
OPTION PLAN................................. SHARES $7.00(6) $2,932,538 $815.25
ORDINARY SHARES, NIS 0.5 PAR VALUE PER
SHARE, REPRESENTED BY OPTIONS GRANTED
PURSUANT TO THE 1997 EXECUTIVE STOCK
OPTION PLAN................................. 30,000 $9.00(6) $270,000 $75.06
ORDINARY SHARES, NIS 0.5 PAR VALUE PER
SHARE, REPRESENTED BY OPTIONS GRANTED
PURSUANT TO THE 1997 STOCK OPTION PLAN FOR 235,500
U.S. EMPLOYEES.............................. SHARES $7.00(7) $1,648,500 $458.28
ORDINARY SHARES, NIS 0.5 PAR VALUE PER
SHARE, REPRESENTED BY OPTIONS RESERVED FOR
ISSUANCE UNDER THE 1997 STOCK OPTION PLAN
FOR QUALIFYING ISRAEL EMPLOYEES, THE 1997
EXECUTIVE STOCK OPTION PLAN, AND THE 1997 707,384
STOCK OPTION PLAN FOR U.S. EMPLOYEES........ SHARES $4.625(8) $3,271,651.00 $909.52
TOTAL MAXIMUM OFFERING AND 2,300,000 N/A $13,223,410.00 $3,676.11
REGISTRATION FEE............................ SHARES
</TABLE>
(1) An additional indeterminable number of shares are also being registered
to cover any adjustments required by anti-dilution provisions in the
number of shares issuable upon the exercise of options granted under
the Key Employee Plan, the May 1994 Stock Option Plan, the 1994 General
Stock Option Plan, the 1997 Stock Option Plan for Qualifying Israel
Employees, the 1997 Executive Stock Option Plan and the 1997 Stock
Option Plan for U.S. Employees.
(2) Represents the price at which options may be exercised under the Key
Employee Plan.
(3) Represents the price at which certain options may be exercised under
the May 1994 Stock Option Plan.
(4) Represents the price at which options may be exercised under the 1994
General Stock Option Plan.
(5) Represents the price at which options may be exercised under the 1997
Stock Option Plan for Qualifying Israel Employees.
(6) Represents the price at which options may be exercised under the 1997
Executive Stock Option Plan.
(7) Represents the price at which options may be exercised under the 1997
Stock Option Plan for U.S. Employees.
(8) The price is estimated in accordance with Rule 457(h)(1) under the
Securities Act of 1933, as amended, solely for the purpose of
calculating the registration fee and is the average of the high and low
prices of Paradigm Geophysical Ltd. Ordinary Shares as reported on the
Nasdaq National Market on December 25, 1998.
2
<PAGE> 3
PART I
The document(s) containing the information called for in Part I of Form
S-8 will be sent or given to employees awarded options under the Key Employee
Plan, the May 1994 Stock Option Plan, the 1994 General Stock Option Plan, the
1997 Stock Option Plan for Qualifying Israel Employees, the 1997 Executive Stock
Option Plan, and the 1997 Stock Option Plan for U.S. Employees (collectively
referred to as the "Plans"), adopted by Paradigm Geophysical Ltd. (the "Company"
or the "Registrant") and are not being filed with or included in this Form S-8
in accordance with the rules and regulations of the Securities and Exchange
Commission (the "Commission").
3
<PAGE> 4
PART II
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE.
The following documents filed by the Company with the Commission are
incorporated herein by reference:
(i) The Company's prospectus dated June 10, 1998, as filed with
the Commission pursuant to Rule 424(b) under the Securities
Act of 1933.
(ii) The description of the Company's Ordinary Shares contained in
its Registration Statement on Form 8-A (File No. 0-29538) as
filed with the Commission pursuant to the Securities Exchange
Act of 1934, as amended, on November 24, 1997 and as may be
further amended, modified or superseded by any report or
amendment filed with the Commission for the purpose of
updating such description.
(iii) The Company's Report of Foreign Private Issuers on Form 6-K
dated August 3, 1998 and October 28, 1998 and each Form 6-K
subsequently submitted to the Commission, in which the Company
specifically indicates that such Form 6-K is incorporated by
reference into this Form.
In addition to the foregoing, all other documents subsequently filed by
the Company pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Securities
Exchange Act of 1934, as amended, prior to the filing of a post-effective
amendment indicating that all of the securities offered hereunder have been sold
or deregistering all securities then remaining unsold, shall be deemed to be
incorporated by reference in this Registration Statement and to be part hereof
from the date of filing of such documents. Any statement contained in a document
incorporated by reference in this Registration Statement shall be deemed to be
modified or superseded for purposes of this Registration Statement to the extent
that a statement contained herein or in any subsequently filed document that is
also incorporated by reference herein modifies or supersedes such statement. Any
statement so modified or superseded shall not be deemed, except as so modified
or superseded, to constitute a part of this Registration Statement.
ITEM 4. DESCRIPTION OF SECURITIES.
Not applicable.
ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL.
The validity of the shares being offered hereby and certain other legal
matters in connection with the offering of such securities will be passed upon
for the Company by Efrati Galili & Co., Tel Aviv, Israel, Israeli counsel to the
Company.
4
<PAGE> 5
ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
Section 96 of the Companies Ordinance (New Version),1983, as amended
(the "Companies Ordinance") permits a company's Articles of Association to
provide that (i) the company may insure a director or officer for the breach of
his duty of care or fiduciary duty to the extent he acted in good faith and had
a reasonable basis to believe that the act would not prejudice the company as
well as for monetary liabilities charged against him as a result of an act or
omission he committed in connection with his serving as an officer or director
of the company; and (ii) the company may indemnify an officer or director in
connection with his service as officer or director, for monetary liability
incurred pursuant to a judgment including a settlement or arbitration decision
approved by a court, in an action brought against him by a third party as well
as for reasonably legal expenses incurred in an action brought against him by or
on behalf of the company or others, or as a result of a criminal charge of which
he was acquitted.
(1) Article 108 of the Registrant's Amended Articles of Association
provides:
Subject to the provisions of the Companies Ordinance, the Company may:
(a) enter into a contract for the insurance of the liability, in whole
or in part, of any of its officers with respect to any of the following:
1. a breach of duty of care to the Company or to any other
person;
2. a breach of fiduciary duty to the Company, provided that
the officer has acted in good faith and had reasonable grounds to
assume that the act would not harm the good of the Company;
3. a financial liability which shall be imposed on such
officer in favor of any other person, in respect of an act performed by
him by virtue of his being an Officer of the Company;
(b) indemnify an officer of the Company with respect to any of the
following;
1. a financial liability imposed on him in favor of any other
person by any judgment, including a judgment given as a result of a
settlement or an arbitrator's award which has been confirmed by a
court, in respect of an act performed by him by virtue of his being an
officer of the Company;
2. reasonable litigation expenses, including lawyer's fees and
expenses, expended by an officer or which were imposed on an officer by
a court in proceedings filed against him by the Company or in its name,
or by any other person, or in a criminal charge on which he
5
<PAGE> 6
was acquitted, in respect of an act performed by him by virtue of his
being an officer of the
Company.
These provisions are specifically limited in their scope by the
Companies Ordinance, which provides that a company may not indemnify an officer
or director nor enter into an insurance contract which would provide coverage
for any monetary liability incurred as a result of the following: (a) a breach
by the director or officer of his fiduciary duty unless he acted in good faith
and had a reasonable basis to believe that the act would not prejudice the
company; (b) a breach by the director or officer of his duty of care if such
breach was done intentionally or in disregard of the circumstances of the breach
or its consequences; (c) any act or omission done with the intent to derive an
illegal personal benefit; or (d) any fine levied against the director or officer
as a result of a criminal offense.
(2) Under his employment agreement with the Company, Mr. Eldad Weiss is
entitled to reimbursement for all legal expenses relating to the lawsuit filed
by Mr. Eitan Zucker against the Company and Mr. Weiss, up to a maximum of
$50,000. The Company has also agreed to consult with and receive the permission
of Mr. Weiss prior to making any strategic decision in the defense strategy,
change in legal representation and/or any settlement and/or appeal of the
lawsuit.
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED.
Not applicable.
ITEM 8. EXHIBITS.
4.1 Key Employee Plan (incorporated by reference to exhibit number
10.4 to the Company's Registration Statement on Form F-1, as
amended, File No. 333-7926)
4.2 May 1994 Stock Option Plan (incorporated by reference to
exhibit number 10.5 to the Company's Registration Statement on
Form F-1, as amended, File No. 333-7926)
4.3 1994 General Stock Option Plan (incorporated by reference to
exhibit number 10.6 to the Company's Registration Statement on
Form F-1, as amended, File No. 333- 7926)
4.4 1997 Stock Option Plan for Qualifying Israel Employees
(incorporated by reference to exhibit 10.8 to the Company's
Registration Statement on Form F-1, as amended, File No.
333-7926)
4.5 1997 Executive Stock Option Plan (incorporated by reference to
exhibit number 10.7 to the Company's Registration Statement on
Form F-1, as amended, File No. 333- 7926)
6
<PAGE> 7
4.6 1997 Stock Option Plan for U.S. Employees (incorporated by
reference to exhibit number 10.9 to the Company's Registration
Statement on Form F-1, as amended, File No. 333-7926)
5 Opinion of Efrati Galili & Co.
23.1 Consent of Kost Levary & Forer
23.2 Consent of Ernst & Young LLP
23.3 Consent of Blick Rothenberg
23.4 Consent of Efrati Galili & Co. (contained in their opinion
constituting Exhibit 5).
24 Power of Attorney (included in signature page).
ITEM 9. UNDERTAKINGS.
(a) The undersigned registrant hereby undertakes:
(1) To file, during any period in which offers or sales
are being made, a post-effective amendment to this
registration statement:
(i) To include any prospectus required by
Section 10(a)(3) of the Securities Act of
1933;
(ii) To reflect in the prospectus any facts or
events arising after the effective date of
the registration statement (or the most
recent post- effective amendment thereof)
which, individually or in the aggregate,
represent a fundamental change in the
information set forth in the registration
statement. Notwithstanding the foregoing,
any increase or decrease in volume of
securities offered (if the total dollar
value of securities offered would not exceed
that which was registered) and any deviation
from the low or high end of the estimated
maximum offering range may be reflected in
the form of prospectus filed with the
Commission pursuant to Rule 424(b) if, in
the aggregate, the changes in volume and
price represent no more than a 20 percent
change in the maximum aggregate offering
price set forth in the "Calculation of
Registration Fee" table in the effective
registration statement;
7
<PAGE> 8
(iii) To include any material information with
respect to the Plan of Distribution not
previously disclosed in the registration
statement or any material change to such
information in the registration statement;
(2) That, for the purpose of determining any liability
under the Securities Act of 1933, each such
post-effective amendment shall be deemed to be a new
registration statement relating to the securities
offered therein, and the offering of such securities
at that time shall be deemed to be the initial bona
fide offering thereof.
(3) To remove from registration by means of a
post-effective amendment any of the securities being
registered which remain unsold at the termination of
the offering.
(b) The undersigned registrant hereby undertakes that, for
purposes of determining any liability under the Securities Act
of 1933, each filing of the registrant's annual report
pursuant to Section 13(a) or Section 15(d) of the Securities
Exchange Act of 1934 (and, where applicable, each filing of an
employee benefit plan's annual report pursuant to Section
15(d) of the Securities Exchange Act of 1934) that is
incorporated by reference in the registration statement shall
be deemed to be a new registration statement relating to the
securities offered therein, and the offering of such
securities at that time shall be deemed to be the initial bona
fide offering thereof.
(c) Insofar as indemnification for liabilities arising under the
Securities Act of 1933 may be permitted to directors, officers
and controlling persons of the registrant pursuant to the
foregoing provisions, or otherwise, the registrant has been
advised that in the opinion of the Securities and Exchange
Commission such indemnification is against public policy as
expressed in the Securities Act of 1933 and is, therefore,
unenforceable. In the event that a claim for indemnification
against such liabilities (other than the payment by the
registrant of expenses incurred or paid by a director, officer
or controlling person of the registrant in the successful
defense of any action, suit or proceeding) is asserted by such
director, officer, or controlling person of the registrant in
connection with the securities being registered, the
registrant will, unless in the opinion of its counsel the
matter has been settled by controlling precedent, submit to a
court of appropriate jurisdiction the question whether such
indemnification by it is against public policy as expressed in
the Securities Act of 1933 and will be governed by the final
adjudication of such issue.
8
<PAGE> 9
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the
Registrant certifies that it has reasonable grounds to believe that it meets all
of the requirements for filing on Form S-8 and has duly caused this Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Herzlia, Israel on the 30 day of December, 1998.
PARADIGM GEOPHYSICAL LTD.
By: /s/Eldad Weiss
Eldad Weiss
President and Chief Executive Officer
9
<PAGE> 10
POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature
appears below constitutes and appoints Eldad Weiss and Brian W. Berman, or
either of them, as his true and lawful attorneys-in-fact and agents, with full
power of substitution and, for him and in his name, place and
stead, in any and all capacities, to sign any and all amendments (including
post-effective amendments) to this Registration Statement, and any registration
statement relating to the offering hereunder pursuant to Rule 462 under the
Securities Act of 1933, as amended, and to file the same, with all exhibits
thereto, and other documents in connection therewith, with the Securities and
Exchange Commission, granting unto said attorneys-in-fact and agents, and each
of them, full power and authority to do and perform each and every act and thing
requisite and necessary to be done in connection therewith, as fully to all
intents and purposes as he might or could do in person, hereby ratifying and
confirming all that said attorneys-in-fact and agents, or either of them, or
their or his substitute or substitutes, may lawfully do or cause to be done by
virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities and on the dates indicated:
<TABLE>
<CAPTION>
Signature Title Date
--------- ----- ----
<S> <C> <C>
/s/Jacob Dunietz Chairman of the Board December 30, 1998
- --------------------------
Jacob Dunietz
/s/Eldad Weiss President, Chief Executive Officer December 30, 1998
- -------------------------- and Director
Eldad Weiss (Principal Executive Officer)
/s/Brian W. Berman Chief Financial Officer December 30, 1998
- -------------------------- (Principal Financial and Accounting
Brian W. Berman Officer)
/s/Ofer Nemirovsky Director December 30, 1998
- --------------------------
Ofer Nemirovsky
/s/Samuel H. Schwartz Director December 30, 1998
- --------------------------
Samuel H. Schwartz
/s/ Erel Margalit Director December 30, 1998
- --------------------------
Erel Margalit
/s/Elie Barr Director December 30, 1998
- --------------------------
Elie Barr
/s/Amos Nur Director December 30, 1998
- --------------------------
Amos Nur
AUTHORIZED REPRESENTATIVE IN THE UNITED STATES:
PARADIGM GEOPHYSICAL CORP.
By: /s/Eldad Weiss
--------------------------
Name: Eldad Weiss
Title: Chief Executive Officer
</TABLE>
10
<PAGE> 11
INDEX TO EXHIBITS
Exhibit
No Description
-- -----------
4.1 Key Employee Plan (incorporated by reference to exhibit number
10.4 to the Company's Registration Statement on Form F-1, as
amended, File No. 333- 7926.)
4.2 May 1994 Stock Option Plan (incorporated by reference to
exhibit number 10.5 to the Company's Registration Statement on
Form F-1, as amended, File No. 333-7926.)
4.3 1994 General Stock Option Plan (incorporated by reference to
exhibit number 10.6 to the Company's Registration Statement on
Form F-1, as amended, File No. 333-7926.)
4.4 1997 Stock Option Plan for Qualifying Israel Employees
(incorporated by reference exhibit number 10.8 to the
Company's Registration Statement on Form F-1, as amended, File
No. 333-7926.)
4.5 1997 Executive Stock Option Plan (incorporated by reference to
exhibit number 10.7 to the Company's Registration Statement on
Form F-1, as amended, File No. 333-7926.)
4.6 1997 Stock Option Plan for U.S. Employees (incorporated by
reference to exhibit number 10.9 to the Company's Registration
Statement on Form F-1, as amended, File No. 333-7926.)
5 Opinion of Efrati Galili & Co.
23.1 Consent of Kost Levary & Forer
23.2 Consent of Ernst & Young LLP
23.3 Consent of Blick Rothenberg
23.4 Consent of Efrati Galili & Co. (contained in their opinion
constituting Exhibit 5).
24 Power of Attorney (included in signature page).
11
<PAGE> 1
EXHIBIT 5
December 29, 1998
Paradigm Geophysical Ltd.
Merkazim House
32 Maskit Street
Herzlia 46120
Israel
Dear Sirs:
We refer to the Registration Statement on Form S-8 (the "Registration
Statement") to be filed with the Securities and Exchange Commission under the
Securities Act of 1933, as amended (the "Act"), on behalf of Paradigm
Geophysical Ltd. (the "Company"), relating to 2,300,000 of the Company's
Ordinary Shares, NIS 0.5 nominal per share (the "Shares"), to be issued under
the Key Employee Plan, the May 1994 Stock Option Plan, the 1994 General Stock
Option Plan, the 1997 Stock Option Plan for Qualifying Israel Employees, the
1997 Executive Stock Option Plan, and the 1997 Stock Option Plan for U.S.
Employees (collectively referred to as the "Plans"), being registered pursuant
to the Registration Statement.
As counsel for the Company, we have examined originals and copies,
certified or otherwise identified to our satisfaction, of such corporate
records, other documents of the Company and questions of law as we have deemed
necessary or appropriate for the purposes of this opinion. In our examination we
have assumed the genuineness of all signatures, the authenticity of all
documents submitted to us as originals, and the conformity with the originals of
all documents submitted to us as copies. Upon the basis of such examination, we
advise you that in our opinion, all necessary corporate proceedings of the
Company have been duly taken to authorize the issuance of the Shares and that
the Shares being registered pursuant to the Registration Statement, when issued
under the applicable Plans in accordance with the terms of such Plans, will be
duly authorized, validly issued, fully paid and non-assessable.
In giving this opinion, no opinion is expressed as to the laws of any
jurisdiction other than the State of Israel.
We hereby consent to the filing of this opinion with the Securities and
Exchange Commission as an exhibit to the Registration Statement and to the use
of our firm's name as used in the Registration Statement. This consent is not to
be construed as an admission that we are a person whose consent is required to
be filed with the Registration Statement under the provisions of the Act.
Very truly yours,
Efrati Galili & Co.
12
<PAGE> 1
EXHIBIT 23.1
CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS
We consent to the incorporation by reference in this Registration
Statement on Form S-8 pertaining to the Key Employee Plan, the May 1994 Stock
Option Plan, the 1994 General Stock Option Plan, the 1997 Stock Option Plan for
Qualifying Israel Employees, the 1997 Executive Stock Option Plan, and the 1997
Stock Option Plan for U.S. Employees (collectively referred to as the "Plans"),
of our report included in the Company's registration statement on Form F-1, as
filed with the Commission on November 10, 1997 (File No. 333-7926) and as
amended on November 21, 1997, April 7, 1998, May 13, 1998, June 2, 1998, June 4,
1998 and June 5, 1998, under the Securities Act of 1933.
Kost, Levary & Forer
Certified Public Accountants (Isr.)
Tel Aviv, Israel
December 28, 1998
13
<PAGE> 1
EXHIBIT 23.2
CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS
We consent to the incorporation by reference in this Registration
Statement on Form S-8 pertaining to the Key Employee Plan, the May 1994 Stock
Option Plan, the 1994 General Stock Option Plan, the 1997 Stock Option Plan for
Qualifying Israel Employees, the 1997 Executive Stock Option Plan, and the 1997
Stock Option Plan for U.S. Employees, of our report dated September 30, 1997,
with respect to the consolidated financial statements of CogniSeis Development,
Inc., included in the Company's registration statement (Form F-1 No. 333-7926)
and the related prospectus of Paradigm Geophysical Ltd. filed with the
Securities and Exchange Commission.
Ernst & Young LLP
Houston, Texas
December 28, 1998
14
<PAGE> 1
EXHIBIT 23.3
CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS
We consent to the incorporation by reference in this Registration
Statement on Form S-8 pertaining to the Key Employee Plan, the May 1994 Stock
Option Plan, the 1994 General Stock Option Plan, the 1997 Stock Option Plan for
Qualifying Israel Employees, the 1997 Executive Stock Option Plan, and the 1997
Stock Option Plan for U.S. Employees (collectively referred to as the "Plans"),
of our report dated November 5, 1997, with respect to the Financial Statements
of Paradigm Geophysical (UK) Ltd., included in the Company's registration
statement on Form F-1, as filed with the Commission on November 10, 1997 (File
No. 333-7926) and as amended on November 21, 1997, April 7, 1998, May 13, 1998,
June 2, 1998, June 4, 1998 and June 5, 1998, under the Securities Act of 1933.
Blick Rothenberg
December 30, 1998
15
