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): June 10, 1998
3DX TECHNOLOGIES INC.
(Exact name of registrant as specified in its charter)
DELAWARE 000-21841 76-0386601
(State or other jurisdiction of (Commission (I.R.S. Employer
incorporation) File Number) Identification No.)
12012 WICKCHESTER
SUITE 250
HOUSTON, TEXAS 77079
(Address of principal executive offices and zip code)
Registrant's telephone number, including area code: (281) 579-3398
ITEM 5. OTHER EVENTS.
On June 10, 1998, 3DX Technologies Inc., a Delaware corporation
(the "Company"), entered into a Common Stock Subscription Agreement dated June
3, 1998 (the "Purchase Agreement") with CWS Limited-Liability Company,
Minnowburn Corp. and Susan Morrice, et al. (each, a "Purchaser" and collectively
the "Purchasers"). The Purchase Agreement provides for, among other things, the
purchase by the Purchasers of an aggregate of 1,462,044 shares (the "Shares") of
the Company's common stock, par value $.01 per share (the "Common Stock"), at a
purchase price of $1.50 per Share. The Purchase Agreement also grants to the
Purchasers an option (the "Option") to purchase, subject to stockholder
approval, up to an aggregate of 1,871,290 additional shares of Common Stock (the
"Option Shares"), at a purchase price of $1.50 per share. The Purchasers are
required to give notice to the Company of their intent to exercise this Option
within 60 days following the closing under the Purchase Agreement. The Option
may be reduced by an aggregate total of 935,645 shares in the event that the
Company receives on offer to purchase shares of Common Stock at or above $1.50
per share and the Purchasers do not elect to exercise their Option for an
equivalent number of shares.
The Purchase Agreement grants the Purchasers the right, subject
to stockholder approval, to receive certain additional shares of Common Stock
(the "Dilution Shares") in the event of certain dilutive issuances at less than
$1.50 per share of Common Stock (or per equivalent share of Common Stock in the
case of certain convertible or similar securities) which may be made by the
Company and grants to the Purchasers the right, subject to stockholder approval,
to receive additional shares of Common Stock (the "Penalty Shares") in the event
that the Company fails to meet certain timing requirements with respect to the
filing and effectiveness of the resale registration statement described below.
The Purchase Agreement also requires the Company to submit to its
stockholders, a proposal for the adoption and approval of a one-for-five reverse
stock split with respect to all of the outstanding Common Stock of the Company
(the "Reverse Stock Split") and to use its reasonable best efforts (consistent
with applicable fiduciary duties) to cause the stockholders to approve such
proposal. The Board of Directors of the Company has approved the Reverse Stock
Split. The Company is also required to hold a meeting of the Company's
stockholders (the "Special Meeting") that will include a stockholder vote on the
Reverse Stock Split and approval of the Purchase Agreement and the issuance of
the Option Shares, the Dilution Shares, and the Penalty Shares.
The Company has agreed to file a registration statement relating
to the resale of the Shares and the Option Shares, the Dilution Shares, and the
Penalty Shares in accordance with the terms of the Purchase Agreement. The
Company has agreed to pay the Registration Expenses (as defined in the Purchase
Agreement) associated with such registration and to indemnify the Purchasers
from certain liabilities associated therewith.
Under the Purchase Agreement, for so long as the Purchasers own
at least 80% of the shares purchased under the Purchase Agreement or 25% of the
outstanding shares of Common Stock,
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whichever is less, then, at the Purchasers' option, either (i) a designated
representative of the Purchasers is entitled to attend (but not to vote at) all
meetings of the Board of Directors of the Company and each meeting of any
committee thereof and receive information with respect thereto or (ii) the Board
of Directors of the Company will take all actions necessary to appoint to the
Board of Directors, one designee of the Purchasers who must be reasonably
acceptable to the Board of Directors.
Each Purchaser, other than Centennial Energy Partners, L.P.,
Tercentennial Energy Partners, L.P., Quadrennial Partners, L.P., Centennial
Overseas Fund, LTD and Investment 11, LLC (collectively "Centennial"), has
separately agreed that, for so long as the Purchasers in the aggregate own more
than 30% of the issued and outstanding Common Stock of the Company and until the
expiration of one year from the date of the Purchase Agreement, neither the
Purchaser nor any of its affiliates nor associates will, without the prior
consent of the Board of Directors, other than as specifically contemplated by
the Purchase Agreement (i) become the beneficial owner of any voting securities
or rights to acquire any voting securities of the Company other than the
acquisition of beneficial ownership of an additional 1,000,000 shares of Common
Stock in the aggregate for all Purchasers, or (ii) otherwise act, alone or in
concert with others seeking to control the management, Board of Directors or
policies of the Company. The Purchasers are released from these restrictions on
the first to occur of (i) the Company being in default (after expiration of all
grace periods) under its credit agreement with NationsBank of Texas, N.A., et.
al. dated December 18, 1997, and (ii) the Company's suffering certain material
adverse changes from the date of the Purchase Agreement.
The Purchase Agreement also provides that, for a period of 60
days from the date of the Purchase Agreement, the Company will not, directly or
indirectly, solicit, initiate or engage in any discussions or negotiations with
any person or entity regarding any merger, consolidation or business combination
involving the Company or the sale, transfer or assignment of all or
substantially all of the assets of the Company. The Company has also agreed,
subject to certain exceptions, that it will not enter into any agreement to sell
more than an additional 1,871,290 shares of Common Stock (which amount is
reduced by any shares for which the Purchasers have given a binding commitment
to purchase, in excess of 935,645) prior to the Option Closing Date (as defined
in the Purchase Agreement).
The Company has also granted the Purchasers a right of first
refusal (which right expires at the time of the Option Closing Date) with
respect to the sale of any project owned by the Company pursuant to a bona fide
written offer.
In connection with the Purchase Agreement, the Purchasers
required certain directors and officers of the Company and an affiliate of a
Purchaser to enter into a voting agreement (the "Voting Agreement") for the
benefit of the Purchasers whereby each of such persons agreed to vote Common
Stock beneficially owned by them in favor of the stock issuances and other
transactions contemplated by the Purchase Agreement at any and all meetings of
the stockholders of the Company and appointed certain representatives of the
Purchasers as their proxy to vote their shares. The parties to such agreement
agreed that until such transactions are consummated, they will not,
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directly or indirectly, (i) grant any proxies or enter into any voting trust or
similar agreement with respect to the voting of such party's Common Stock, (ii)
acquire or sell, assign, transfer or otherwise dispose of any of such party's
Common Stock, or (iii) enter into any contract, option or other arrangement or
understanding with respect to the direct or indirect acquisition or sale,
assignment, transfer or other disposition of any Shares. The parties to the
Voting Agreement and the number of outstanding shares of common stock
beneficially owned by each that are subject to the Voting Agreement are as
follows: C. Eugene Ennis - 269,267 shares; Peter M. Duncan - 355,448 shares;
Douglas C. Nester - 357,448 shares; Joseph Schuchardt, III - 41,699 shares; Jon
W. Bayless - 749,025 shares; Douglas C. Williamson - 721,903 shares; Ronald P.
Nowak - 50,000 shares; Charles E. Edwards - 17,002 shares; Peter K. Seldin -
365,159 shares. (2,926,951 shares in the aggregate). Such shares, when added to
the 1,462,044 shares purchased by the Purchasers prior to the Special Meeting,
would constitute approximately 49.8% of the 8,810,941 shares of Common Stock
expected to be outstanding after the initial issuance of Shares under the
Purchase Agreement.
The Company has also agreed to pay all account balances that the
Company has with Aspect Resources LLC, Esenjay Petroleum Corporation and Esenjay
Exploration, Inc. within ten days of the Closing Date. In addition, the Company
expects to use the proceeds of the offering for payment of certain other
obligations relating to exploration operations and to continue the drilling of
its prospect portfolio.
The descriptions of the Purchase Agreement and the Voting
Agreement set forth herein do not purport to be complete and are qualified in
their entirety by the provisions of each of the Purchase Agreement and the
Voting Agreement, a copy of each of which have been filed as Exhibit 99.1 and
Exhibit 99.2 hereto, respectively, and which are incorporated by reference
herein.
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS.
(c) Exhibits.
99.1 Common Stock Subscription Agreement dated as of June 3, 1998
among the Company, Susan Morrice, Minnowburn Corp., CWS
Limited-Liability Company, Centennial Energy Partners, L.P.,
Tercentennial Energy Partners, L.P., Quadrennial Partners, L.P.,
Centennial Overseas Fund, LTD, and Investment 11, LLC, Donald D.
Wolf, Altira Group LLC, James R. Newell, Alex B. Campbell, Paul
D. Favret and Wayne W. Williamson.
99.2 Voting Agreement dated as of June 3, 1998 among C. Eugene Ennis,
Peter M. Duncan, Douglas C. Nester, Joseph Schuchardt, III, Jon
W. Bayless, Douglas C. Williamson, Ronald P. Nowak, Charles E.
Edwards and Peter K. Seldin.
99.3 Press Release dated June 10, 1998.
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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.
3DX TECHNOLOGIES INC.
By: /s/ RUSSELL L. ALLEN
Name: Russell L. Allen
Title: Vice President of Finance
and Chief Financial Officer
Date: June 15, 1998
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