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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. )*
Paradigm Geophysical Ltd.
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(Name of Issuer)
Ordinary Shares, par value NIS 0.5 per share
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(Title of Class of Securities)
69900J104
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(CUSIP Number)
Thierry Le Roux
Compagnie Generale de Geophysique
1, rue Leon Migaux
91341 Massy Cedex, France
Tel: (33) 1 64-47-30-00
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(Name, Address and Telephone Number of Person Authorized
to Receive Notices and Communications)
With copy to:
Michael A. Schwartz
Willkie Farr & Gallagher
787 Seventh Avenue
New York, NY 10019
Tel : (212) 728-8000
October 4, 2000
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(Date of Event which Requires Filing of this Statement)
If the filing person has previously filed a statement on Schedule 13G to report
the acquisition that is the subject of this Schedule 13D, and is filing this
schedule because of ss.ss. 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the
following box [ ].
NOTE: Schedules filed in paper format shall include a signed original and five
copies of the schedule, including all exhibits. See Rule 240.13d-7 for other
parties to whom copies are to be sent.
*The remainder of this cover page shall be filled out for a reporting person's
initial filing on this form with respect to the subject class of securities, and
for any subsequent amendment containing information which would alter
disclosures provided in a prior cover page.
The information required on the remainder of this cover page shall not be deemed
to be "filed" for the purpose of Section 18 of the Securities Exchange Act of
1934 ("Act") or otherwise subject to the liabilities of that section of the Act
but shall be subject to all other provisions of the Act (however, see the
Notes).
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SCHEDULE 13D
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CUSIP No. 69900J104 Page 2 of 6 Pages
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1 NAME OF REPORTING PERSONS
I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY)
Compagnie Generale de Geophysique
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2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [ ]
(b) [ ]
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3 SEC USE ONLY
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4 SOURCE OF FUNDS*
OO
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5 CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEMS 2(d) or 2(e) [ ]
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6 CITIZENSHIP OR PLACE OF ORGANIZATION
France
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7 SOLE VOTING POWER
1,500,000
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8 SHARED VOTING POWER
NUMBER OF -0-
SHARES
BENEFICIALLY --------- ------------------------------------------------
OWNED BY EACH 9 SOLE DISPOSITIVE POWER
REPORTING 1,500,000
PERSON WITH
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10 SHARED DISPOSITIVE POWER
-0-
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11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,500,000
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12 CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES* [ ]
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13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
10.2%
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14 TYPE OF REPORTING PERSON*
CO
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*SEE INSTRUCTIONS BEFORE FILLING OUT!
INCLUDE BOTH SIDES OF THE COVER PAGE, RESPONSES TO ITEMS 1-7
(INCLUDING EXHIBITS) OF THE SCHEDULE, AND THE SIGNATURE ATTESTATION.
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Item 1. Security and Issuer.
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This statement relates to the Ordinary Shares, par value NIS 0.5 per share
(the "Ordinary Shares"), of Paradigm Geophysical Ltd. (the "Company" or the
"Issuer"), which has its principal executive offices at Gav-Yam Center No. 3, 9
Shenkar St., P.O. Box 2061, Herzlia B 46120, Israel.
Item 2. Identity and Background.
--------------------------------
(a) - (c) and (f) This statement is being filed by Compagnie Generale de
Geophysique, a company incorporated under the laws of the Republic of France (
"CGG"). The principal business address of CGG is 1, rue Leon Migaux, 91341 Massy
Cedex, France. CGG participates in the oilfield services industry, providing
seismic data acquisition, processing and geoscience services and software to
clients in the oil and gas exploration and production business. Information as
to each executive officer and director of CGG is set forth in Schedule A hereto,
which is incorporated herein by reference.
(d) - (e) During the last five years, none of CGG or, to the best knowledge
of CGG, any executive officer or director of CGG listed in Schedule A (which is
incorporated herein by reference) has been convicted in a criminal proceeding
(excluding traffic violations or similar misdemeanors) or has been a party to a
civil proceeding of a judicial or administrative body of competent jurisdiction
as a result of which such person was or is subject to a judgment, decree or
final order enjoining future violations of, or prohibiting or mandating
activities subject to, Federal or state securities laws or finding any violation
of such laws.
Item 3. Source and Amount of Funds or Other Consideration.
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The 1,500,000 Ordinary Shares owned by CGG (the "Acquisition Shares") were
issued to CGG, and $4 million was paid to CGG in cash, by the Issuer as
consideration for the acquisition (the "Acquisition") by the Issuer of two
subsidiaries of CGG pursuant to a Securities Purchase Agreement, dated October
4, 2000, by and among CGG, the Issuer and Paradigm Geophysical Corp., a Delaware
corporation and wholly-owned subsidiary of the Issuer, a copy of which is
attached hereto as Exhibit 99.1 (the "Purchase Agreement").
Item 4. Purpose of Transaction.
-------------------------------
On July 24, 2000, the Issuer and CGG announced that they had reached an
agreement in principal under which the Issuer would acquire CGG's Flagship
operations for 1,500,000 Ordinary Shares and $4 million in cash. The definitive
Purchase Agreement was executed and the transaction was consummated effective as
of October 4, 2000, at which time the Acquisition Shares were issued to CGG.
Except as set forth in Item 6 below, neither CGG nor, to the best of CGG's
knowledge, any executive officer or director of CGG listed in Schedule A (which
is incorporated herein by reference), has any plan or proposal which relates to
or would result in any of the matters identified in paragraphs (a) through (j)
of this Item 4.
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Item 5. Interest in Securities of the Issuer.
---------------------------------------------
(a) As of the date hereof, CGG beneficially owns 1,500,000 Ordinary Shares,
which represent 10.2% of the currently outstanding Ordinary Shares, based on a
total of 13,191,902 Ordinary Shares outstanding as of August 30, 2000, as
reported in the Purchase Agreement.
(b) Except as set forth in Item 6 below, CGG has the sole power to vote or
to direct the vote of and to dispose of or direct the disposition of all of the
Ordinary Shares beneficially owned by CGG. To the best knowledge of CGG, no
executive officer or director of CGG listed in Schedule A (which is incorporated
herein by reference) owns beneficially any Ordinary Shares.
(c) No transactions in the Ordinary Shares were effected by CGG or, to the
best knowledge of CGG, by any of the executive officers or directors of CGG
listed in Schedule A (which is incorporated herein by reference), within the
60-day period prior to the date of this filing.
(d) Not Applicable.
(e) Not Applicable.
Item 6. Contracts, Arrangements, Understandings or
------- Relationships with Respect to Securities of the Issuer.
-------------------------------------------------------
In connection with the Acquisition, CGG and the Issuer entered into a
Registration Rights Agreement, dated October 4, 2000, a copy of which is filed
as Exhibit 99.2 hereto (the "Registration Rights Agreement"), pursuant to which,
in the event that the Issuer registers any Ordinary Shares (other than a
registration on Forms F-4 or F-8), CGG has the right to cause all or a portion
of the Acquisition Shares to be included in such registration, subject to
certain reductions if the underwriters of an offering determine that the
inclusion of all or any portion of the Acquisition Shares in the underwriting
would adversely affect the underwriters' ability to sell all of the securities
requested to be included in such offering or the price per share in such
offering. These incidental registration rights do not apply with respect to a
registration of Ordinary Shares by the Company on behalf of a selling
shareholder until 12 months following the date of the Acquisition. In addition,
pursuant to the Registration Rights Agreement, CGG has agreed, if requested by
the underwriters of an underwritten offering in which the Acquisition Shares are
included, not to sell, make any short sale of, loan, grant any option for the
purchase of, dispose of or effect any public sale or distribution of securities
of the same series or class during the period beginning five days prior to the
closing date of such offering and ending 120 days after the closing date of such
offering (or such shorter period as the underwriters may request).
Pursuant to the Acquisition Agreement, for so long as CGG and its
affiliates hold more than 5% of the outstanding Ordinary Shares, the Issuer has
agreed to recommend to its shareholders, prior to any general meeting of its
shareholders at which directors may be proposed to be elected, to elect a
representative of CGG to the Issuer's board of directors, provided that (i) the
CGG representative is not directly involved in any business in competition with
any material
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business of the Issuer and (ii) prior to the third anniversary date of the
Acquisition Agreement, without the approval of the board of directors of the
Issuer, CGG and its affiliates have not acquired additional Ordinary Shares
causing them to then hold in the aggregate a percentage of the outstanding
Ordinary Shares in excess of the percentage held by CGG immediately after the
issuance of the Acquisition Shares.
Pursuant to the Acquisition Agreement, CGG agreed that it and its
affiliates would not to sell or otherwise dispose of, or enter into any
agreement to sell or dispose of, any of the Acquisition Shares for a period of
twelve months commencing on the date of the Acquisition Agreement, except for
sales permitted by the terms of the Registration Rights Agreement and transfers
of Acquisition Shares to affiliates.
Pursuant to the Acquisition Agreement, in the event that a third party
which is not an affiliate of the Issuer (a "Third Party") makes an offer to
purchase all or substantially all of the outstanding shares of Paradigm (a
"Third Party Offer"), which Third Party Offer has been approved and recommended
by the Issuer's board of directors, and shareholders holding at least 75% of the
outstanding Ordinary Shares have accepted the Third Party Offer, CGG has agreed,
on behalf of itself and all of its affiliates that it controls, to sell their
Ordinary Shares to the Third Party on the terms of the Third Party Offer,
provided that (A) pursuant to the terms of the Third Party Offer, CGG and its
selling Affiliates will receive cash or securities traded on a major
internationally recognized stock exchange or regulated electronic trading market
which are of a number and character such that they may be disposed of by CGG and
its selling affiliates on such stock exchange or regulated electronic trading
market without any legal or contractual limitations within 12 months of the date
of receipt; and (B) the sale of any such Ordinary Shares and/or the acceptance
or receipt of any such securities would not violate any laws or any material
contracts to which CGG or any of its selling affiliates is subject.
Pursuant to the Acquisition Agreement, the Issuer has agreed not to issue
any of its Special Preferred Shares that currently exist in its registered share
capital without issuing at the same time to CGG that portion of such shares
issued that corresponds to the percentage of the outstanding Ordinary Shares
then held by CGG.
Item 7. Matters to be Filed as Exhibits.
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Exhibit 99.1--Securities Purchase Agreement, dated as of October 4, 2000,
by and among CGG, the Issuer and Paradigm Geophysical Corp.
Exhibit 99.2--Registration Rights Agreement, dated as of October 4, 2000,
by and between the Issuer and CGG
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SIGNATURE
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After reasonable inquiry and to the best knowledge and belief of the
undersigned, the undersigned certifies that the information set forth in this
statement is true, complete and correct.
Date: October 16, 2000
Compagnie Generale de Geophysique
By: /s/ Robert Brunck
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Name: Robert Brunck
Title: Chief Executive Officer
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SCHEDULE A
DIRECTORS AND EXECUTIVE OFFICERS OF
COMPAGNIE GENERALE DE GEOPHYSIQUE
The following table sets forth certain information required by Item 2 with
respect to each of CGG's directors and executive officers. Except as set forth
below, the business address for each such director and executive officer is c/o
Compagnie Generale de Geophysique, 1, rue Leon Migaux, 91302 Massy Cedex,
France, and except as set forth below, each such director and officer is a
citizen of the Republic of France.
<TABLE>
<CAPTION>
Business Address Citizenship
Name and (if other than as (if other than as Principal Occupation or
Office Held set forth above) set forth above) Employment
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<S> <C> <C> <C>
Robert Brunck Chairman and Chief
Chairman of the Board and Executive Officer of CGG
Chief Executive Officer
Gerard Chambovet Senior Executive Vice
Senior Executive Vice President, Services of CGG
President, Services
Thierry Le Roux Senior Executive Vice
Senior Executive Vice President, Products of CGG
President, Products
Michel Ponthus Senior Executive Vice
Senior Executive Vice President, Administration
President, Administration and and Finance and Group
Finance and Group Chief Chief Financial Officer of
Financial Officer CGG
Jean-Francois Arzel Executive Vice President,
Executive Vice President, Data Processing and
Data Processing and Reservoir Reservoir SBU of CGG
SBU
Bruno Deletang Executive Vice President,
Executive Vice President, Land SBU of CGG
Land SBU
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<CAPTION>
Business Address Citizenship
Name and (if other than as (if other than as Principal Occupation or
Office Held set forth above) set forth above) Employment
----------- ---------------- ---------------- ----------
<S> <C> <C> <C>
Jean-Francois Marquaire Executive Vice President,
Executive Vice President, Americas of CGG
Americas
Christophe Pettanati-Auziere Executive Vice President,
Executive Vice President, Offshore SBU, in charge of
Offshore SBU, in charge of Investor Relations, of CGG
Investor Relations
Pascal Rouiller Chief Operating Officer of
Chief Operating Officer, CGG's Sercel Group
Sercel Group
Didier Treussier Vice President, Human
Vice President, Human Resources of CGG
Resources
Annick Laroche Vice President; Secretary
Vice President; Secretary of of Management Committee of
Management Committee CGG
ISIS, represented by Charles ISIS is a subsidiary of
Prevot, its Senior Executive the Institut Francais du
Vice President Petrole, an agency of the
Director French government
Robert Castaigne Chief Financial Officer of
Director TotalFina Elf S.A.
Jean Dunand Financial and Legal
Director Director of ISIS (a
subsidiary of the Institut
Francais du Petrole, an
agency of the French
government)
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<CAPTION>
Business Address Citizenship
Name and (if other than as (if other than as Principal Occupation or
Office Held set forth above) set forth above) Employment
----------- ---------------- ---------------- ----------
<S> <C> <C> <C>
Pierre Jacquard Retired
Director
Jean-Pierre Lesage Senior Executive Vice
Director President, Europe, of
Societe Generale
Yves Lesage Honorary Chairman of CGG,
Director Retired
John MacWilliams American Partner, The Beacon Group
Director
Christian Marbach Retired
Director
Alain Pacaud Senior Executive Vice
Director President of ABN AMRO Bank
NV
Roland Ruscher
Director Deputy Vice President of
the Exploration and
Reservoir Division of
TotalFina Elf S.A.
Robert Semmens American Managing Director, The
Director Beacon Group
</TABLE>
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EXHIBIT INDEX
Exhibit 99.1 Securities Purchase Agreement, dated as of October 4, 2000, by
and among CGG, the Issuer and Paradigm Geophysical Corp.
Exhibit 99.2 Registration Rights Agreement, dated as of October 4, 2000, by
and between the Issuer and CGG
