PARADIGM GEOPHYSICAL LTD
6-K, 2000-10-10
PREPACKAGED SOFTWARE
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                                    FORM 6-K

                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                        REPORT OF FOREIGN PRIVATE ISSUER

                        PURSUANT TO RULE 13A-16 OR 15D-16

                     OF THE SECURITIES EXCHANGE ACT OF 1934


                          For the Month of October 2000

                            PARADIGM GEOPHYSICAL LTD.
                            -------------------------
                 (Translation of Registrant's Name into English)

   Shenkar Street 9, Gav Yam Center No.3, P.O.B. 2061 Herzlia B, Israel 46120
   --------------------------------------------------------------------------
                    (Address of Principal Executive Offices)


Indicate by check mark whether the registrant files or will file annual reports
under cover Form 20-F or Form 40-F.

                      Form 20-F....X.... Form 40-F........

Indicate by check mark whether the registrant by furnishing the information
contained in this Form is also thereby furnishing the information to the
Commission pursuant to Rule 12g3-2(b) under the Securities Exchange Act of 1934.

                             Yes........ No....X....

If "Yes" is marked, indicate below the file number assigned to the registrant in
connection with Rule 12g3-2(b): 82-.....................


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     Attached to the Registrant's Form 6-K for the month of October 2000 and
incorporated by reference herein is the Registrant's news release dated October
5, 2000.


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SIGNATURE

     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, thereunto duly authorized.

                                         PARADIGM GEOPHYSICAL LTD.
                                         (Registrant)



                                         By:  /s/   Jonathan Keller
                                              --------------------------
                                                    Jonathan Keller
                                                    Company Secretary


Dated:  5 October, 2000

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PARADIGM
GEOPHYSICAL
THE GEOSCIENCE KNOWLEDGE COMPANY


                PARADIGM GEOPHYSICAL CLOSES FLAGSHIP ACQUISITION
                     FROM COMPAGNIE GENERALE DE GEOPHYSIQUE

HERZLIA, ISRAEL. OCTOBER 5, 2000 -- The Board of Directors of Paradigm
Geophysical Limited (NASDAQ: PGEO) today announced that they have signed a
definitive purchase agreement for the purchase of the Flagship business from
Compagnie Generale de Geophysique (CGG) (Paris PM:12016 and NYSE: GGY). The in
principle agreement for the acquisition was announced by both companies on July
24, 2000.

The total consideration price at closing was $4 million in cash, and 1.5 million
in new Paradigm stock issued to CGG. As a result of this transaction, CGG now
holds approximately 10% of Paradigm's total outstanding equity.

The Flagship business is consolidated into Paradigm Geophysical Limited as of
October 1, 2000.

ABOUT PARADIGM:
Paradigm Geophysical Ltd. provides geoscience software and service solutions to
the oil and gas industry. The Company has sales, customer support and service
offices in Houston, London, Paris, Aberdeen, Pau, Bahrain, Calgary, Moscow,
Caracas, Buenos Aires, Rio de Janeiro, Perth, Brisbane, Beijing, Jakarta and
Singapore.

"Paradigm Geophysical(R)" and "Flagship(R) are the registered trademarks of
Paradigm Geophysical Ltd. www.paradigmgeo.com and www.flagshipgeo.com

ABOUT CGG:
The Compagnie Generale de Geophysique group is a global participant in the
oilfield services industry, providing a wide range of seismic data acquisition,
processing and geoscience services and software to clients in the oil and gas
exploration and production business. It is also a global manufacturer of
geophysical equipment through Sercel.
www.cgg.com

Safe Harbor statement: Certain statements contained in this press release are
forward-looking in nature. These statements can be identified by the use of
forward-looking terminology such as "believes," "expects," "may," "will,"
"should," or "anticipates" or the negative thereof or comparable terminology, or
by discussions of strategy. The company's business and operations are subject to
a variety of risks, and uncertainties and other factors. Consequently, actual
results may materially differ from those projected stated by any forward-looking
statements. Such risks, uncertainties and other factors that could cause actual
results to differ from those


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projected include, but are not limited to, the following: (1) future capital
expenditures by oil and gas companies (2) fluctuations and absolute levels of
international oil prices, (3) the need for increased Company investment to
support product and new services introductions, (4) the company's ability to
raise needed additional capital, (5) rapid technological changes that could make
the company's products less desirable or obsolete, (6) market acceptance of the
Company's products and services, (6) changes in product sales mix (7) product
transitions by the Company and its competitors, (8) the impact of competitive
products and pricing, (9) currency fluctuations. These as well as other risks
and uncertainties, are discussed in greater detail in the Company's filings with
the Securities and Exchange Commission, including its most recent 20-F filed on
June 26, 2000, its 1999 Annual Report and its regular Quarterly Reports. The
company makes no commitment to revise or update any forward-looking statements
in order to reflect events or circumstances after the date any such statement is
made.

For more information please contact:

PARADIGM GEOPHYSICAL LTD.
BRIAN BERMAN
CHIEF FINANCIAL OFFICER
Phone: +972-9-970-9339
Fax: +972-9-970-9319
Email:  [email protected]

THE RUTH GROUP
DENISE ROCHE
Phone: +1-917-639-4109
Fax: +1-917-639-4113
Email: [email protected]

CUBITT CONSULTING
NOGA VILLALON
Phone: +44-20-7367-5100
Fax: +44-20-7367-5150
Email: [email protected]

MORGEN WALKE ISRAEL
MAYA HULI-LUSTIG
Phone: +972-3-561-1877
Fax: +972-3-561-1875
Email: [email protected]









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