SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 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 2, 1998
3DX TECHNOLOGIES INC.
(Exact Name of Registrant as Specified in Charter)
Delaware 0-21841 76-0386601
(State or Other Jurisdiction (Commission (IRS Employer
of Incorporation) File Number) Identification No.)
12012 Wickchester, Suite 250 77079
Houston, Texas (Zip Code)
(Address of Principal Executive Offices)
Registrant's telephone number, including area code: (281) 759-3398
Item 5. Other Events.
On November 2, 1998, 3DX Technologies Inc. (the "Company") and
Fortune Natural Resources Corporation ("Fortune"), executed a Letter of Intent
(the "Letter of Intent"), which provides, among other things, for the merger
(the "Merger") of the Company with and into Fortune or a subsidiary of Fortune
created to effect the Merger.
Under the terms of the Letter of Intent, Fortune will, at the
closing of the Merger, (i) issue three quarters (0.75) of a share of the $.01
par value common stock of Fortune for each share outstanding of the Company, not
to exceed 6,865,431 shares of the Fortune common stock subject to increase by up
to an additional 100,000 shares of Fortune common stock, (ii) reserve an
additional 923,778 shares of Fortune common stock to be issued upon the exercise
of outstanding options and warrants of the Company and (iii) provide for an
incentive, up to a maximum aggregate additional 3,862,605 shares of Fortune
common stock, to be earned and distributed pro rata per share to the former
stockholders of the Company (including persons who have exercised options and
warrants of the Company outstanding at the closing of the Merger) if certain
disproportionate contributions to Fortune's proved reserves are made in future
years.
The transaction is contingent upon, among other things,
approval by both the Company's and Fortune's board of directors and stockholders
and other customary conditions, and is expected to close during the first
quarter of 1999. The Merger is intended to constitute a tax-free reorganization
under Section 368(a)(2)(E) of the Internal Revenue Code of 1986.
Item 7. Financial Statements, Pro Forma Financial Information
and Exhibits.
1. Letter Agreement between Fortune and the Company, dated as
of November 2, 1998.
2. Press release issued by the Company, dated as of November
4, 1998.
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.
Dated: November 9, 1998 By: /s/ Russell Allen
------------------
Russell Allen
Chief Financial Officer
EXHIBIT INDEX
Exhibit No. Description
- ----------- -----------
99.1 Letter Agreement between Fortune and the Company,
dated as of November 2, 1998.
99.2 Press release issued by the Company, dated as of
November 4, 1998.