UNITED STATES SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-K/A
(Amendment No. 4)
R ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THESECURITIES EXCHANGE ACT OF 1934
For the fiscal year ended December 31, 2013
or
£ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THESECURITIES EXCHANGE ACT OF 1934
Commission file number 001-35471
SAExploration Holdings, Inc.
(Exact name of registrant as specified in its charter)
| Delaware | 27-4867100 | |
| (State or other jurisdiction of incorporation or organization) | (I.R.S. Employer Identification No.) | |
| 1160 Dairy Ashford, Suite 160, Houston, Texas 3333 8th Street SE, 3rd Floor, Calgary, Alberta | 77079 T2G 3A4 | |
| (Address of principal executive offices) | (Zip Code) |
Registrant’s telephone number, including area code (281) 258-4400
Securities registered pursuant to Section 12(b) of the Act:
| Common Stock, $0.0001 Par Value | The NASDAQ Global Market | |
| (Title of each class) | (Name of each exchange on which registered) |
Securities registered pursuant to Section 12(g) of the Act:
Warrants, Each to Purchase One Share of Common Stock
(Title of class)
Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes¨ Noþ
Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. Yeso NoR
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filings requirements for the past 90 days. YesR Noo
Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Website, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). YesR Noo
Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation in S-K (§229.405 of this chapter) is not contained herein, and will not be contained, to the best of the registrant’s knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K.o
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See definition of “large accelerated filer”, “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.
| Large accelerated filero | Accelerated filer o | |
| Non-accelerated filer o (Do not check if a smaller reporting company) | Smaller reporting companyR |
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act). Yeso NoR
The aggregate market value of the voting and non-voting common equity held by non-affiliates of the registrant as of June 28, 2013, the last business day of the registrant’s most recently completed second fiscal quarter was $64,404,673, calculated by reference to the closing price of $10.15 for the registrant’s common stock on The Nasdaq Global Market on that date.
Number of shares of Common Stock, $0.0001 par value, outstanding as of March 31, 2014: 14,870,549
DOCUMENTS INCORPORATED BY REFERENCE
None.
Exhibit Index Located on Page 2
EXPLANATORY NOTE
This Form 10-K/A is being filed as an amendment (“Amendment No. 4”) to the Annual Report on Form 10-K filed by SAExploration Holdings, Inc. with the Securities and Exchange Commission (the “SEC”) on April 3, 2014 (the “Original Filing”), as amended by Amendment No. 1 on Form 10-K/A filed with the SEC on April 14, 2014 (“Amendment No. 1”), as amended by Amendment No. 2 on Form 10-K/A filed with the SEC on April 28, 2014 (“Amendment No. 2”), and as amended by Amendment No.3 on Form 10-K/A filed with the SEC on October 9, 2014 (“Amendment No. 3”), to refile Exhibits 10.28 and 10.29, together with the exhibits, schedules and annexes thereto. In addition, with this Amendment No. 4, we are including currently dated certifications by our chief executive officer and chief financial officer as Exhibits 31.1 and 31.2 under Section 302 of the Sarbanes-Oxley Act of 2002 as required by Rule 12b-15 under the Securities Exchange Act of 1934, as amended. We are not including updated certifications under Section 906 of the Sarbanes-Oxley Act of 2002, as there are no financial statements included in this Amendment No. 3.
Except as described above, no other sections of the Original Filing, as amended by Amendment No. 1, Amendment No. 2 and Amendment No. 3, have been amended. This Amendment No. 4 is presented as of April 3, 2014, the filing date of the Original Filing, and has not been updated to reflect other events, occurring after the date of the Original Filing, or to modify or update those disclosures affected by subsequent events. More current information is contained in our other filings with the Securities and Exchange Commission.
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TABLE OF CONTENTS
| EXHIBIT INDEX. | 2 |
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SIGNATURES
Pursuant to the requirements of the Section 13 or 15 or 15(d) 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.
| SAEXPLORATION HOLDINGS, INC. | ||
| Date: November 20, 2014 | By: | /s/ Brent Whiteley |
| Brent Whiteley | ||
| Chief Financial Officer, General Counsel and Secretary | ||
In accordance with the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated.
| SIGNATURE | TITLE | DATE | ||
| /s/ Jeff Hastings | Executive Chairman and Director | November 20, 2014 | ||
| Jeff Hastings | ||||
| /s/ Brian A. Beatty | Chief Executive Officer, President and Director | November 20, 2014 | ||
| Brian A. Beatty | (Principal Executive Officer) | |||
| /s/ Brent Whiteley | Chief Financial Officer, General Counsel, | November 20, 2014 | ||
| Brent Whiteley | Secretary, and Director (Principal Financial Officer) | |||
| /s/ Trisha M. Gerber | Chief Accounting Officer | November 20, 2014 | ||
| Trisha M. Gerber | (Principal Accounting Officer) | |||
| * | Director | November 20, 2014 | ||
| Eric S. Rosenfeld | ||||
| * | Director | November 20, 2014 | ||
| David D. Sgro | ||||
| * | Director | November 20, 2014 | ||
| Gary Dalton | ||||
| * | Director | November 20, 2014 | ||
| Gregory R. Monahan |
| *By: | /s/ Brent Whiteley | |
| Brent Whiteley | ||
| (Attorney-in-Fact) |
| 1 |
| Exhibit No. | Description | Included | Form | Filing Date | ||||
| 1.1 | Form of Underwriting Agreement. | By Reference | S-1/A | April 28, 2011 | ||||
| 2.1 | Agreement and Plan of Reorganization dated as of December 10, 2012, by and among the Registrant, Trio Merger Sub, Inc., SAExploration Holdings, Inc. and CLCH, LLC. | By Reference | 8-K | December 11, 2012 | ||||
| 2.2 | First Amendment to Agreement and Plan of Reorganization dated as of May 23, 2013, by and among the Registrant, Trio Merger Sub, Inc., SAExploration Holdings, Inc. and CLCH, LLC. | By Reference | 8-K | May 28, 2013 | ||||
| 3.1 | Second Amended and Restated Certificate of Incorporation. | By Reference | 8-K | June 28, 2013 | ||||
| 3.2 | Amended and Restated Bylaws. | By Reference | 8-K | June 28, 2013 | ||||
| 4.1 | Specimen Common Stock Certificate. | By Reference | 8-K | June 28, 2013 | ||||
| 4.2 | Specimen Warrant Certificate. | By Reference | 8-K | June 28, 2013 | ||||
| 4.3 | Form of Warrant Agreement by and between Continental Stock Transfer & Trust Company and the Registrant. | By Reference | S-1/A | April 28, 2011 | ||||
| 4.4 | Amendment to Warrant Agreement dated June 24, 2013, by and between Continental Stock Transfer & Trust Company and the Registrant. | By Reference | 8-K | June 28, 2013 | ||||
| 10.1 | Credit Agreement dated as of November 28, 2012, by and among SAExploration Holdings, Inc., as parent, SAExploration, Inc., SAExploration Seismic Services (US), LLC and NES, LLC, as borrowers, the lenders party thereto, and CP Admin Co LLC, as Administrative Agent. | By Reference | 8-K/A | October 10, 2013 | ||||
| 10.2 | Amendment No. 1 to Credit Agreement dated as of December 5, 2012, by and among SAExploration Holdings, Inc., SAExploration, Inc., SAExploration Seismic Services (US), LLC, NES, LLC, the lenders party thereto, and CP Admin Co LLC, as Administrative Agent. | By Reference | 8-K/A | October 10, 2013 | ||||
| 10.3 | Amendment No. 2 and Consent to Credit Agreement dated as of June 24, 2013, by and among SAExploration Holdings, Inc., SAExploration, Inc., SAExploration Seismic Services (US), LLC, NES, LLC, the lenders party thereto, and MC Admin Co LLC, as Administrative Agent. | By Reference | 8-K/A | October 10, 2013 | ||||
| 10.4 | Joinder to Credit Agreement dated as of June 24, 2013, between the Registrant and MC Admin Co LLC. | By Reference | 8-K | June 28, 2013 |
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| 10.5 | Amendment No. 3 to Credit Agreement dated as of October 31, 2013, by and among the Registrant, SAExploration Sub, Inc., SAExploration, Inc., SAExploration Seismic Services (US), LLC, NES, LLC, the lenders party thereto, and MC Admin Co LLC, as Administrative Agent. | By Reference | 8-K | November 1, 2013 | ||||
| 10.6 | Waiver Agreement dated as of October 31, 2013, among the Registrant, CLCH, LLC, Seismic Management Holdings Inc. and Brent Whiteley. | By Reference | S-4 | November 1, 2013 | ||||
| 10.7 | Indemnity Escrow Agreement dated as of June 24, 2013, by and among SAExploration Holdings, Inc., CLCH, LLC, and Continental Stock Transfer & Trust Company. | By Reference | 8-K | June 28, 2013 | ||||
| 10.8 | Merger Consideration Escrow Agreement dated as of June 24, 2013, by and among SAExploration Holdings, Inc., CLCH, LLC, and Continental Stock Transfer & Trust Company. | By Reference | 8-K | June 28, 2013 | ||||
| 10.9 | Registration Rights Agreement dated June 24, 2013 by and between SAExploration Holdings, Inc. and CLCH, LLC. | By Reference | 8-K | June 28, 2013 | ||||
| 10.10 | Form of Indemnification Agreement. | By Reference | 8-K | June 28, 2013 | ||||
| 10.11 | Unsecured Promissory Note in the amount of $17,500,000 by SAExploration Holdings, Inc. for the benefit of CLCH, LLC, as representative. | By Reference | 8-K | June 28, 2013 | ||||
| 10.12 | Employment Agreement dated June 24, 2013, by and between SAExploration Holdings, Inc. and Jeff Hastings. | By Reference(*) | 8-K | June 28, 2013 | ||||
| 10.13 | Employment Agreement dated June 24, 2013, by and between SAExploration Holdings, Inc. and Brian Beatty. | By Reference(*) | 8-K | June 28, 2013 | ||||
| 10.14 | Employment Agreement dated June 24, 2013, by and between SAExploration Holdings, Inc. and Brent Whiteley. | By Reference(*) | 8-K | June 28, 2013 | ||||
| 10.15 | Form of Non-Disclosure Agreement between the Registrant and each of Jeff Hastings, Brian Beatty and Brent Whiteley. | By Reference | 8-K | June 28, 2013 | ||||
| 10.16 | Form of Lock-Up Agreement between the Registrant and each of the former stockholders of SAExploration Holdings, Inc. | By Reference | 8-K | June 28, 2013 | ||||
| 10.17 | Employment Agreement dated July 1, 2011, by and between SAExploration, Inc. (f/k/a South American Exploration LLC) and Mike Scott. | By Reference(*) | 8-K | June 28, 2013 |
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| 10.18 | Employment Agreement dated July 15, 2011, by and between SAExploration, Inc. (f/k/a South American Exploration LLC) and Darin Silvernagle. | By Reference(*) | 8-K | June 28, 2013 | ||||
| 10.19 | SAExploration Holdings, Inc. 2013 Long-Term Incentive Plan. | By Reference(*) | 8-K | June 28, 2013 | ||||
| 10.20 | SAExploration Holdings, Inc. 2013 Non-Employee Director Share Incentive Plan. | By Reference(*) | 8-K | August 19, 2013 | ||||
| 10.21 | Form of Notice of Stock Award and Agreement under the SAExploration Holdings, Inc. 2013 Non-Employee Director Share Incentive Plan between the Registrant and each of Gary Dalton, Gregory R. Monahan, Eric S. Rosenfeld and David D. Sgro. | By Reference(*) | S-4/A | December 10, 2013 | ||||
| 10.22 | Form of Letter Agreement among the Registrant, EarlyBirdCapital, Inc. and each of the Registrant’s Officers, Directors and Initial Stockholders. | By Reference | S-1/A | April 28, 2011 | ||||
| 10.23 | Form of Investment Management Trust Agreement between Continental Stock Transfer & Trust Company and the Registrant. | By Reference | S-1/A | May 23, 2011 | ||||
| 10.24 | Form of Escrow Agreement between the Registrant, Continental Stock Transfer & Trust Company and the Initial Stockholders. | By Reference | S-1/A | April 28, 2011 | ||||
| 10.25 | Form of Registration Rights Agreement among the Registrant and the Initial Stockholders and EarlyBirdCapital, Inc. | By Reference | S-1/A | April 28, 2011 | ||||
| 10.26 | Form of Subscription Agreements among the Registrant, Graubard Miller and the Purchasers of Insider Warrants and EBC Warrants. | By Reference | S-1/A | April 28, 2011 | ||||
| 10.27 | Form of Warrant Consent and Support Agreement. | By Reference | 8-K | December 11, 2012 | ||||
| 10.28 | Master Contract for Seismic Acquisition Services in Western Canada dated as of April 14, 2013, by and between Talisman Sasol Montney Partnership and SAExploration (Canada) Ltd. | Herewith(**) | ||||||
| 10.29 | Contract No. 5500003014 for the Provision of Recording Service of 500 KM2 of 3D Seismic Survey at North Quifa dated June 20, 2013, between Meta Petroleum Corp. (a subsidiary of Pacific Rubiales Energy) and SAExploration Inc. Sucursal Colombia. | Herewith(**) | ||||||
| 14.1 | Code of Ethics. | By Reference | S-1/A | April 28, 2011 | ||||
| 21.1 | List of subsidiaries. | By Reference | 10-K | April 3, 2014 | ||||
| 23.1 | Consent of Grant Thornton LLP. | By Reference | 10-K/A | April 14, 2014 |
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| 31.1 | Certification of Chief Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. | Herewith | ||||||
| 31.2 | Certification of Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. | Herewith | ||||||
| 32.1 | Certification of Chief Executive Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. | By Reference | 10-K/A | April 14, 2014 | ||||
| 32.2 | Certification of Chief Financial Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. | By Reference | 10-K/A | April 14, 2014 | ||||
| 101.IN | XBRL Instance Document. | By Reference(***) | 10-K | April 3, 2014 | ||||
| 101.SCH | XBRL Taxonomy Extension Scheme Document. | By Reference(***) | 10-K | April 3, 2014 | ||||
| 101.CAL | XBRL Taxonomy Calculation Linkbase Document. | By Reference(***) | 10-K | April 3, 2014 | ||||
| 101.DEF | XBRL Taxonomy Extension Definition Document. | By Reference(***) | 10-K | April 3, 2014 | ||||
| 101.LAB | XBRL Taxonomy Label Linkbase Document. | By Reference(***) | 10-K | April 3, 2014 | ||||
| 101.PRE | XBRL Taxonomy Presentation Linkbase Document. | By Reference(***) | 10-K | April 3, 2014 |
______________________
| (*) | Denotes | compensation arrangement. |
| (**) | Portions of this exhibit have been omitted and filed separately with the Commission as part of an application for confidential treatment pursuant to the Securities Exchange Act of 1934, as amended. |
| (***) | Pursuant to Rule 406T of Regulation S-T, the Interactive Data Files attached as Exhibit 101 hereto are deemed not filed or part of a registration statement or prospectus for purposes of Section 11 or Section 12 of the Securities Act of 1933, as amended, and are deemed not filed for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, and otherwise are not subject to liability under those sections. |
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