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) November 17, 1997
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3-D GEOPHYSICAL, INC.
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(Exact name of registrant as specified in its charter)
Delaware 33-99240 13-3841601
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(State or Other Jurisdiction (Commission (IRS Employer
of Incorporation) File Number) Identification No.)
8226 Park Meadows Drive, Littleton, Colorado 80124
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (303) 858-0500
7076 South Alton Way, Building H, Englewood, Colorado 80112
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(Former name or former address, if changed since last report.)
The Exhibit Index appears on Page 6
Page 1 of pages.
Item 5. Other Events.
On November 17, 1997 (the "Closing Date"), 3-D Geophysical, Inc.
(together with its wholly-owned subsidiary, Northern Geophysical of America,
Inc., the "Registrant") entered into a $30 million credit facility (the "Credit
Facility") with Sanwa Business Credit Corporation ("Sanwa"). Funding of the
Credit Facility occurred on November 18, 1997 with $10.1 million used to repay
the Registrant's outstanding debt to Wells Fargo Bank, N.A. under its existing
credit facility, which is being terminated. The Credit Facility will be also be
used to finance the continued growth of the Registrant's business, particularly
in Canada, Alaska and Latin America. The Registrant also repaid loans in the
aggregate of $850,000 plus interest to five persons: Joel Friedman, Chairman of
the Board ($125,000); Wayne P. Widynowski, Executive Vice President and a
director ($100,000); Ronald L. Koons, Vice President and Chief Financial Officer
($250,000); Ralph M. Bahna, a director ($125,000); and Lewis Brazelton
($250,000).
Under the Loan and Security Agreement, dated November 17, 1997, (the
"Loan Agreement") Sanwa has provided the Registrant with a $10 million five-year
term loan (the "Term Loan"), a $10 million credit line to be used to finance
capital expenditures (the "Capex Loan") and a $10 million revolving credit line
(the "Revolving Credit Loan") for five years. The Term Loan is payable in equal
monthly installments through and including November 1, 2002. The Term Loan bears
interest at an annual rate equal to the prime rate plus 1% or LIBOR plus 3.5%,
whichever the Registrant prefers. Draws on the Capex Loan during each 12- month
period following the Closing Date will be combined into a single promissory note
at the end of each such period, repayable based upon a 60-month amortization,
payable in full at the end of five years from the Closing Date. The rate of
interest for the Capex Loan is the same as those described above for the Term
Loan. The Revolving Credit Loan may be drawn down from time to time in an amount
not to exceed the lesser of (i) Ten Million Dollars ($10,000,000) and (ii) 80%
of the Registrant's "Eligible Accounts" (as defined in the Loan Agreement). The
Revolving Credit Loan bears an interest at an annual rate equal to the prime
rate plus 0.5% or LIBOR plus 2.75%, whichever the Registrant prefers. In
addition to certain customary affirmative covenants, the Loan Agreement contains
restrictions on the Registrant with respect to (i) declaring or paying any
dividends or other distributions on its capital stock (or acquiring any of its
capital stock), (ii) incurring Debt (as defined), (iii) issuing capital stock,
(iv) entering into transactions with affiliates, and (v) disposing of assets.
The foregoing summary of the Loan Agreement is qualified in its entirety by
reference to the Loan and Security Agreement and other agreements relating
thereto, copies of which are attached as exhibits to this Current Report on Form
8-K.
Page 2 of pages.
ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS.
(c) Exhibits.
10.1 Loan and Security Agreement between 3-D
Geophysical, Inc. and Sanwa Business Credit
Corporation, dated as of November 17, 1997.
10.2 Term Note between Northern Geophysical of
America, Inc. and Sanwa Business Credit
Corporation, dated as of November 17, 1997.
10.3 Security Agreement of 3-D Geophysical, Inc.
between 3-D Geophysical, Inc. and Sanwa
Business Credit Corporation, dated as of
November 17, 1997.
10.4 Security Agreement between J.R.S. Exploration Company
Limited and Sanwa Business Credit Corporation, dated
as of November 7, 1997.
10.5 Trademark Security Agreement between 3-D
Geophysical, Inc. and Sanwa Business Credit
Corporation, dated as of November 17, 1997.
10.6 Pledge Agreement between 3-D Geophysical, Inc.
and Sanwa Business Credit Corporation (with respect
to the capital stock of Northern Geophysical of
America, Inc.) dated as of November 17, 1997.
10.7 Pledge Agreement between 3-D Geophysical, Inc.
and Sanwa Business Credit Corporation (with respect
to the capital stock of 3-D Geophysical of Canada,
Inc.) dated as of November 17, 1997.
10.8 Pledge Agreement between 3-D Geophysical, Inc.
and Sanwa Business Credit Corporation (with respect
to the capital stock of 3-D Geophysical of Latin
America, Inc.) dated as of November 17, 1997.
10.9 Pledge Agreement between 3-D Geophysical, Inc.
and Sanwa Business Credit Corporation (with respect
to the capital stock of Geoevaluaciones, S.A. de C.V.
and Procesos Interactivos Avanzados, S.A. de C.V.)
dated as of November 17, 1997.
Page 3 of pages.
10.10 Security Agreement (Securities) between W.G. Mueller
Consulting Services Ltd. and Sanwa Business Credit
Corporation (with respect to the capital stock of
J.R.S. Exploration Company Limited) dated as of
November 17, 1997.
10.11 Security Agreement (Securities) between Jan Vo
Equities Ltd. and Sanwa Business Credit
Corporation (with respect to the capital stock
of J.R.S. Exploration Company Limited) dated as
of November 17, 1997.
Page 4 of pages.
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 THEREUNTO DULY AUTHORIZED.
3-D GEOPHYSICAL, INC.
BY: /s/Ronald L. Koons
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Name: Ronald L. Koons
Title: Vice President
Date: December 23, 1997
Page 5 of pages.
EXHIBIT INDEX
Exhibit Page
10.1 Loan and Security Agreement between 3-D Geophysical, Inc. and
Sanwa Business Credit Corporation, dated as of November 17,
1997.
10.2 Term Note between Northern Geophysical of America, Inc. and
Sanwa Business Credit Corporation, dated as of November 17,
1997.
10.3 Security Agreement of 3-D Geophysical, Inc. between 3-D
Geophysical, Inc. and Sanwa Business Credit Corporation,
dated as of November 17, 1997.
10.4 Security Agreement between J.R.S. Exploration Company Limited
and Sanwa Business Credit Corporation, dated as of November
7, 1997.
10.5 Trademark Security Agreement between 3-D Geophysical, Inc.
and Sanwa Business Credit Corporation, dated as of November
17, 1997.
10.6 Pledge Agreement between 3-D Geophysical, Inc. and Sanwa
Business Credit Corporation (with respect to the capital
stock of Northern Geophysical of America, Inc.) dated as of
November 17, 1997.
10.7 Pledge Agreement between 3-D Geophysical, Inc. and Sanwa
Business Credit Corporation (with respect to the capital
stock of 3-D Geophysical of Canada, Inc.) dated as of
November 17, 1997.
10.8 Pledge Agreement between 3-D Geophysical, Inc. and Sanwa
Business Credit Corporation (with respect to the capital
stock of 3-D Geophysical of Latin America, Inc.) dated as of
November 17, 1997.
10.9 Pledge Agreement between 3-D Geophysical, Inc. and Sanwa
Business Credit Corporation (with respect to the capital
stock of Geoevaluaciones, S.A. de C.V. and Procesos
Interactivos Avanzados, S.A. de C.V.) dated as of November
17, 1997.
10.10 Security Agreement (Securities) between W.G. Mueller
Consulting Services Ltd. and Sanwa Business Credit
Corporation (with respect to the capital stock of J.R.S.
Exploration Company Limited) dated as of November 17, 1997.
10.11 Security Agreement (Securities) between Jan Vo Equities Ltd.
and Sanwa Business Credit Corporation (with respect to the
capital stock of J.R.S. Exploration Company Limited) dated as
of November 17, 1997.
Page 6 of pages.