UNITED STATES
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) April 29, 1996
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MITCHAM INDUSTRIES, INC.
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(Exact name of registrant as specified in its Charter)
Texas 33-81164-D 76-0210849
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(State or other Jurisdiction (Commission File (IRS Employer
of Incorporation) Number) Identification Number)
44000 Highway 75 South, Huntsville, Texas 77340
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code (409) 291-2277
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N/A
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(Former address if changed since last report)
Total number of pages contained in the Form and Exhibits: 12
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Exhibit Index begins on page 6
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ITEM 5. OTHER EVENTS
On April 29, 1996, Mitcham Industries, Inc., a Texas corporation (the
"Company"), called for redemption its publicly traded Common Stock Purchase
Warrants ("Warrants"). The press release dated April 30, 1996 is attached
hereto as Exhibit 99.1 and incorporated herein by reference.
BACKGROUND
Mitcham Industries, Inc., a Texas corporation (the "Company"), specializes
in the leasing and sale of seismic equipment to the oil and gas industry.
The Company provides short-term leasing of peripheral seismic equipment to
meet a customer's requirements, as well as offering maintenance and support
during the lease term. The Company leases its seismic equipment primarily to
land-based seismic data acquisition companies and major oil and gas
exploration companies conducting seismic data acquisition surveys in North
and South America. The Company also sells and services new and used seismic
data acquisition systems and peripheral equipment to companies engaged in oil
and gas exploration.
On January 4, 1995, Mitcham Industries, Inc. offered and sold to the public
895,000 Units (the "IPO"), each consisting of two shares of Common Stock, and
a Warrant. Each Warrant entitles the registered holder thereof to purchase
one share of Common Stock at $3.50 per share, subject to adjustment in
certain circumstances, through and including December 19, 1997. No Warrants
may be exercised unless at the time of exercise there is a current prospectus
covering the shares of Common Stock issuable upon the exercise of such
Warrants under an effective registration statement. As of the date of this
Report, 428,174 of the 895,000 Warrants have been exercised.
The Warrants may be redeemed by the Company at $.05 per Warrant, on not
less than 30 days' written notice, if the closing price of the Common Stock
for a period of 30 consecutive trading days equals or exceeds $6.00 per
share, subject to adjustment, provided that such notice is mailed not later
than 10 days after the end of such period. The closing price of the Common
Stock equalled or exceeded $6.00 per share for a period of 30 consecutive
trading days effective April 25, 1996.
Upon the closing of the IPO, the Company issued to Barron Chase Securities,
Inc. (the "Representative"), acting as Representative of the underwriters of
the IPO, 85,000 warrants ("Representative's Warrants") for nominal
consideration. Each Representative's Warrant entitles the registered holder
thereof to purchase one Representative's Unit at a price of $7.97, subject to
adjustment in certain circumstances, from December 19, 1995 through and
including December 19, 1999. Each Representative's Unit consists of two
shares of Common Stock and a Warrant ("Underlying Representative's Warrant")
to purchase an additional share of Common Stock at $4.20 per share, subject
to adjustments in certain circumstances, from December 19, 1995 through and
including December 19, 1997. As of the date of this Report, 55,500 of the
85,000 Representative's Warrants have be exercised.
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REDEMPTION OF COMMON STOCK PURCHASE WARRANTS
On April 29, 1996, the Company called for redemption on May 29, 1996 (the
"Redemption Date") all of its outstanding Warrants at a price of $.05 per
Warrant (the "Redemption Price"), in accordance with Sections 8.5 and 8.6 of
the Warrant Agreement, dated December 19, 1995, between the Company and North
American Transfer Co.
The Warrants must be exercised by 5:00 p.m., Eastern Standard time, on the
Redemption Date. After the Redemption Date, all rights of the holders of
Warrants shall cease, except only the right to receive the Redemption Price
for each Warrant. The Company intends to deposit with the Warrant Agent
before the Redemption Date funds in the amount of the aggregate Redemption
Price of the outstanding Warrants.
As of the date of this Report, the Company has received approximately $1.5
million from the exercise of the Warrants, which it intends to use to
purchase additional seismic equipment and for general working capital
purposes. Assuming the exercise of all of the 466,826 remaining Warrants and
the 29,500 remaining Representative's Warrants, there will be outstanding
4,524,900 shares of Common Stock, of which Billy F. Mitcham, Jr., the
Company's President, Chairman of the Board and Chief Executive Officer, will
have voting control of approximately 28.7%.
USE OF PROCEEDS
It is anticipated that the proceeds received upon the exercise of the
466,826 remaining Warrants will be used to purchase additional seismic
equipment and for general working capital purposes.
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ITEM 7.
FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS
(a) FINANCIAL STATEMENTS. NONE
(b) PRO FORMA FINANCIAL INFORMATION. NONE
(c) EXHIBITS.
Exhibit Number Description
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99.1 Notice of Redemption and Letter of Transmittal
99.2 Press Release dated April 30, 1996
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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.
MITCHAM INDUSTRIES, INC.
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(Registrant)
DATED: May 14, 1996
By: /s/ Billy F. Mitcham, Jr.
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Billy F. Mitcham, Jr.
Chairman of the Board,
Chief Executive Officer and President
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EXHIBIT INDEX
Exhibit Page
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99.1 Notice of Redemption and Letter of Transmittal 7
99.2 Press Release dated June 2, 1995 12
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