UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 of 15 (d) of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): November 28, 2000
N-Vision Technology, Inc.
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(Exact name of Registrant as Specified in its Charter)
Delaware 0-18656 75-2268672
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(State of Incorporation) (Commission File Number) (IRS Employer
Identification No.)
11931 Wickchester, Suite 201, Houston, TX 77043
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(Address of principal executive offices)
Registrant's telephone number, including area code: 281-556-1375
Ponder Industries, Inc.
5005 Riverway Dr., Suite 550, Houston, TX 77056
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(Former name or former address, if changed since last report)
Item 1. Changes in Control of Registrant
In connection with the plan of reorganization and merger described in
Items 2 and 3 below, on December 19, 2000, control of the Registrant was
transferred to the following persons:
Name Shares Beneficially Owned Percent Held
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Joseph T. Kaminski (1) 3,129,484 24.6%
Rick E. Trapp 1,762,288 13.8%
Regions Bank 1,744,625 13.7%
Donnie J. Sport 880,000 6.9%
John J. Lennon 613,500 4.8%
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8,129,897 63.8%
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(1) includes shares held by various entities controlled by Mr. Kaminski.
Each of the foregoing shareholders acquired the shares in question
pursuant to the terms of the Merger in exchange for shares of N-Vision
Technology, Inc.
Pursuant to the terms of the Merger, the following persons have
resigned as directors and officers of the Registrant:
Directors Officers
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Eugene L. Butler Eugene L. Butler - President, CEO
Frank J. Wall Gerald A. Slaughter -Sr. V.P., CFO
Joe R. Nemec Barry Cromeans - V.P., Controller
John Roane Shirley G. Meyer - Secretary
Rittie W. Milliman, Sr.
John M. Le Seelleur
William R. Ziegler
Steven A. Webster
Joseph T. Kaminski, Roger W. Pierce and Dennis A. Gray were appointed as
directors of the Registrant and also as Chief Executive Officer, President and
Secretary-Treasurer, respectively, of the Registrant.
Item 2. Acquisition or Disposition of Assets
On December 19, 2000, pursuant to an order confirming the plan of
reorganization (the "Plan") of Ponder Industries (the "Registrant" or the
"Debtor") and a Plan and Agreement of Merger (the "Merger Agreement") between
the Registrant and N-Vision Technology, Inc. ("N-Vision"), (1) the assets of the
Registrant were vested in a Liquidating Trust to satisfy all liens, claims and
encumbrances of the Registrant, and (2) N-Vision merged with and into the
Registrant (the "Merger").
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Pursuant to the terms of the Plan and the Merger Agreement, each
shareholder of N-Vision received one share of common stock in the merged entity
for each share of N-Vision held prior to the Merger, or an aggregate of
10,829,695 shares, each shareholder of the Registrant received one share of
common stock in the merged entity for each twenty shares of the Registrant held
prior to the Merger, or an aggregate of 476,127 shares, and 1,428,381 shares of
common stock were issued to settle unsecured creditors of the Registrant. An
additional 750,000 shares of common stock of the merged entity will be held in
escrow to pay certain priority claims of the Debtor to the extent those claims
are not otherwise satisfied from liquidation proceeds. All previously
outstanding warrants and options of the Registrant were cancelled pursuant to
the Merger. All previously outstanding warrants and options of N-Vision were
assumed by the Registrant. N-Vision has reserved for issuance 600,000 shares in
conjunction with various options and 400,000 shares in conjunction with various
warrants.
Pursuant to the terms of the Merger, the Registrant changed its name to
N-Vision Technology, Inc., the officers and directors of N-Vision assumed the
same positions with the Registrant replacing the prior officers and directors of
the Registrant, the Registrant assumed the business plans and operations of
N-Vision and the Registrant relocated its executive offices to 11931
Wickchester, Suite 201, Houston, Texas 77043.
N-Vision is a Holding Company formed in 1999 to capitalize on improving
conditions in the Geophysical Service Sector through the acquisition and
consolidation of geophysical companies and to leverage the seismic technology of
these subsidiaries into oil and gas reserves. N-Vision, in implementation of its
plan, has acquired Southern 3D Exploration, Inc., a provider of seismic support
services and has formed N-Vision Energy to leverage seismic technology into oil
and gas assets. N-Vision Energy is evaluating the acquisition of the exploration
assets of various oil companies.
Item 3. Bankruptcy or Receivership
An Order Confirming Debtor's Second Amended Plan of Reorganization, As
Modified of Ponder Industries, Inc. was entered on November 28, 2000 by the
United States Bankruptcy Court of the Southern District of Texas, Corpus Christi
Division.
Pursuant to the Order, signed November 28, 2000, filed November 29,
2000, and effective December 19, 2000, (1) all of the assets of Ponder
Industries and its subsidiaries are vested in a Liquidating Trust to be
administered by a Trustee for liquidation to satisfy liens, claims and
encumbrances of the creditors of Ponder Industries, (2) N-Vision Technology,
Inc. was merged into Ponder Industries, with the name of Ponder Industries being
changed to N-Vision Technology, Inc., and the officers and directors of N-Vision
were appointed to replace the officers and directors of Ponder Industries, and
(3) Ponder Industries was dismissed from the bankruptcy proceeding.
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Proceeds from liquidation will be applied to pay Administrative Claims,
Priority Tax Claims and Allowed Priority Claims, with secured claims being
satisfied from collateral and Allowed Convenience Claims to be paid 25% of their
claims from the proceeds of the liquidated assets. Allowed General Unsecured
Creditors will receive their pro rata share of 1,428,381 shares of N-Vision
Technologies common stock. The holders of Ponder Industries common stock will
receive one share of N-Vision Technology, Inc. common stock for each twenty
shares of Ponder Industries common stock held, or an aggregate of 476,127
shares. N-Vision will set aside 750,000 shares of common stock to be escrowed to
pay any deficit in Administrative Claims, Priority Tax Claims and Class 1
Allowed Priority Claims not paid in full with the cash proceeds from the
liquidation of Ponder Industries assets.
On the effective date of the Plan, N-Vision had issued and outstanding
a total 12,734,203 shares of common stock, consisting of 10,829,695 shares held
by the prior shareholders of N-Vision, 1,428,381 shares issued to the Allowed
General Unsecured Creditors of Ponder Industries and 476,127 shares issued to
the holders of Ponder Industries common stock. An additional 750,000 shares were
reserved for future issuance to satisfy any deficit in Administrative Claims,
Priority Tax Claims and Class 1 Allowed Priority Claims. The aggregate total of
shares including shares outstanding and reserved for settlement of claims is
13,484,203. No holders of Ponder Industries warrants or options will receive
shares, warrants or options. Holders of N-Vision Technology, Inc. warrants or
options will continue to hold those warrants and options.
Following the effective date of the Plan, the Debtor had no assets and
no liabilities other than assets and liabilities acquired as a result of the
merger with N-Vision. At December 31, 2000, N-Vision had total consolidated
assets of $3,140,697, consisting of cash and other current assets of $1,209,521,
and equipment and rolling stock utilized in the oil and gas seismic industry of
$1,879,553. Liabilities of N-Vision at that date totaled $2,804,857.
Item 7. Financial Statements and Exhibits
(a) Financial Statements of Business Acquired
It is impractical to provide the required financial statements of
N-Vision Technology, Inc. at the time this report is being filed. The
required financial statements of N-Vision Technology, Inc. will be
filed by amendment to this report within 60 days after the due date of
this report.
(b) Pro Forma Financial Information
It is impractical to provide the required pro forma financial
information at the time this report is being filed. The required pro
forma financial information will be filed by amendment to this report
within 60 days after the due date of this report.
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(c) Exhibits
Exhibit
No. Description
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2.1 Debtor's Second Amended Plan of Reorganization, as Modified,
Under Chapter 11 of the United States Bankruptcy Code
2.2 Plan and Agreement of Merger of Ponder Industries, Inc. and
N-Vision Technology, Inc.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934,
the Registrant has duly caused this Current Report on Form 8-K to be signed on
its behalf by the undersigned hereunto duly authorized.
N-VISION TECHNOLOGY, INC.
Dated: January 8, 2001 By: /s/ Joseph T. Kaminski
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Joseph T. Kaminski
Chief Executive Officer
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