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) MAY 30, 1996
MITCHAM INDUSTRIES, INC.
- -----------------------------------------------------------------------------
(Exact name of registrant as specified in its Charter)
TEXAS 33-81164-D 76-0210849
- -----------------------------------------------------------------------------
(State or other Jurisdiction (Commission File (IRS Employer
of Incorporation) Number) Identification Number)
44000 HIGHWAY 75 SOUTH, HUNTSVILLE, TEXAS 77340
- -----------------------------------------------------------------------------
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code (409) 291-2277
---------------------------
N/A
- -----------------------------------------------------------------------------
(Former address if changed since last report)
Total number of pages contained in the Form and Exhibits: 5
--------
Exhibit Index begins on page 4
--------
1
ITEM 5. OTHER EVENTS
As of May 30, 1996, 892,750 of the 895,000 publicly traded Common Stock
Purchase Warrants ("Warrants") of Mitcham Industries, Inc., a Texas
corporation (the "Company"), had been exercised, and 750 of the remaining
2,250 unexercised Warrants had been redeemed, after the Company called the
Warrants for redemption on May 29, 1996. The Company raised approximately
$3.1 million from the exercise of the Warrants. The press release dated June
5, 1996 announcing the exercise of the Warrants is attached hereto as Exhibit
99.1 and incorporated herein by reference.
BACKGROUND
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 landbased 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 entitled 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 (unless
redeemed earlier).
The Warrants could be redeemed by the Company before their expiration
date 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
equaled or exceeded $6.00 per share, subject to adjustment, provided that
such notice was 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.
EXERCISE AND 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 were required to 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 ceased, except only the right to receive the
Redemption Price for each Warrant. The Company deposited with the Warrant
Agent before the Redemption Date funds in the amount of the aggregate
Redemption Price of the 2,250 unexercised Warrants, of which 750 have been
redeemed as of the date of this report.
2
The Company received approximately $3.1 million from the exercise of the
Warrants, which it intends to use to purchase additional seismic equipment
and for general working capital purposes. As of the date of this report,
there are 4,378,650 shares of Common Stock outstanding of which Billy F.
Mitcham, Jr., the Company's President, Chairman of the Board and Chief
Executive Officer, has voting control of approximately 29.6%.
USE OF PROCEEDS
It is anticipated that the proceeds received from the exercise of the
892,750 Warrants will be used to purchase additional seismic equipment and
for general working capital purposes.
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
99.1 Press Release dated June 5, 1996
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.
---------------------------------------
(Registrant)
DATED: June 26, 1996
By: /S/ BILLY F. MITCHAM, JR.
---------------------------------------
Billy F. Mitcham, Jr.
Chairman of the Board,
Chief Executive Officer and President
3
EXHIBIT INDEX
EXHIBIT PAGE
99.1 Press Release dated June 5, 1996 12
4