-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, Qb5u7Lfbyj1nQAL54YGOwxw/sLUcqqr/0UDoNdBYOMjXRwFlra3P7U8XHdEA3VJw f+IrtH5daMBnH35+Q8cEag== 0000750813-99-000018.txt : 19990519 0000750813-99-000018.hdr.sgml : 19990519 ACCESSION NUMBER: 0000750813-99-000018 CONFORMED SUBMISSION TYPE: 424B3 PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 19990518 FILER: COMPANY DATA: COMPANY CONFORMED NAME: SEITEL INC CENTRAL INDEX KEY: 0000750813 STANDARD INDUSTRIAL CLASSIFICATION: OIL AND GAS FIELD EXPLORATION SERVICES [1382] IRS NUMBER: 760025431 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 424B3 SEC ACT: SEC FILE NUMBER: 333-71545 FILM NUMBER: 99629753 BUSINESS ADDRESS: STREET 1: 50 BRIAR HOLLOW LN STREET 2: WEST BLDG 7TH FLR CITY: HOUSTON STATE: TX ZIP: 77027 BUSINESS PHONE: 7138818900 MAIL ADDRESS: STREET 1: 50 BRIAR HOLLOW LANE WEST STREET 2: 7TH FLOOR CITY: HOUSTON STATE: TX ZIP: 77027 FORMER COMPANY: FORMER CONFORMED NAME: SEISMIC ENTERPRISES INC DATE OF NAME CHANGE: 19870814 424B3 1 MAY 14, 1999 PROSPECTUS PROSPECTUS 355,733 SHARES OF COMMON STOCK SEITEL, INC. --------------------------- The selling stockholders, who acquired shares of our common stock as general partners of one or more partnerships organized by us to invest in oil and gas properties, may use this prospectus to sell up to 355,733 shares of our common stock. We will not receive any of the proceeds from the sales. Our common stock is listed on the New York Stock Exchange under the trading symbol "SEI." The address of our principal executive office is 50 Briar Hollow Lane, 7th Floor, West Building, Houston, Texas 77027, and our telephone number is (713)881-8900. --------------------------- YOU SHOULD CONSIDER CAREFULLY THE RISK FACTORS BEGINNING ON PAGE 2 OF THIS PROSPECTUS. --------------------------- The selling stockholders are offering the shares of common stock at the market price or at other prices as described in the "Plan of Distribution" section of this prospectus. On May 13, 1999, the closing price of the common stock on the New York Stock Exchange was $17.4375 per share. --------------------------- NEITHER THE SECURITIES AND EXCHANGE COMMISSION NOR ANY STATE SECURITIES COMMISSION HAS APPROVED OR DISAPPROVED THESE SECURITIES OR DETERMINED IF THIS PROSPECTUS IS TRUTHFUL OR COMPLETE. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE. --------------------------- May 14, 1999 RISK FACTORS YOU SHOULD CAREFULLY CONSIDER, IN ADDITION TO THE OTHER INFORMATION CONTAINED IN THIS PROSPECTUS AND ANY ACCOMPANYING PROSPECTUS SUPPLEMENT, THE RISKS DESCRIBED BELOW BEFORE MAKING AN INVESTMENT DECISION. OUR OPERATIONS AND SEISMIC DATA ARE GEOGRAPHICALLY CONCENTRATED IN THE U.S. GULF COAST REGION. BECAUSE OF THIS GEOGRAPHIC CONCENTRATION, OUR RESULTS OF OPERATIONS COULD BE ADVERSELY AFFECTED BY EVENTS RELATING SOLELY TO THIS REGION EVEN IF GENERAL CONDITIONS IN THE OIL AND GAS INDUSTRY ARE FAVORABLE. Most of the seismic data in our seismic data library, as well as most of our existing interests in oil and gas properties, are located along the coast and offshore in the U.S. Gulf of Mexico. Because of this geographic concentration, our results of operations could be adversely affected by events relating solely to this region even if general conditions in the oil and gas industry are favorable. Some examples of possible events that would adversely affect only the U.S. Gulf Coast region would be changes in governmental regulations adversely affecting offshore drilling in the U.S. Gulf of Mexico, shortages of drilling or other necessary equipment in this region, or increases in gas transportation costs from this region to the Northeastern U.S. where much of the gas produced in this region is consumed. LOSS OF KEY PERSONNEL COULD ADVERSELY AFFECT OUR BUSINESS. Our operations are dependent upon a relatively small group of management and technical personnel. The loss of one or more of these individuals could have a material adverse effect on us. We use equity ownership and other incentives to attract and retain our employees. In addition, we have employment agreements with our President and Chief Executive Officer, Paul A. Frame, Executive Vice President and Chief Operating Officer, Horace A. Calvert, and Executive Vice President of Finance and Chief Financial Officer, Debra D. Valice. WE HAVE APPROXIMATELY 5.7 MILLION SHARES OF COMMON STOCK ELIGIBLE FOR FUTURE SALES. SALES OF SUBSTANTIAL AMOUNTS OF THESE SHARES MAY CAUSE A SIGNIFICANT DECLINE IN THE PREVAILING MARKET PRICE OF OUR COMMON STOCK. The effect, if any, that future sales of shares of our capital stock, or the availability of shares of capital stock for future sale will have on the market price of our stock prevailing from time to time is uncertain. Almost all of the approximately 5.7 million shares of common stock held by or issuable under options, warrants and other rights granted prior to the date of this prospectus and exercisable within 60 days of the date of this prospectus to our directors and executive officers are eligible for sale currently or immediately upon exercise. Sales of substantial amounts of common stock (including shares issued upon the exercise of stock options or warrants), or the perception that sales of substantial amounts of common stock could occur, could adversely affect prevailing market prices for the common stock. INCORPORATION OF DOCUMENTS BY REFERENCE We file annual, quarterly and special reports, proxy statements and other information with the SEC. You may read and copy any document we file at the SEC's public reference rooms in Washington, D.C., New York, New York and Chicago, Illinois. Please call the SEC at 1-800-SEC-0330 for further information on the public reference rooms. Our SEC filings are also available to the public from the SEC's web site at http://www.sec.gov. The SEC allows us to "incorporate by reference" the information we file with them, which means that we can disclose important information to you by referring you to those documents. The information incorporated by reference is considered to be part of this prospectus, and later information that we file with the SEC will automatically update and supersede this information. We incorporate by reference the documents listed below and any future filings made with the SEC under Sections 13(a), 13(c), 14, or 15(d) of the Securities Exchange Act of 1934. This prospectus is part of a registration statement we filed with the SEC. Annual Report on Form 10-K for the year ended December 31, 1998. Annual Report on Form 10-K/A for the year ended December 31, 1998. The description of our common stock contained in our Registration Statement on Form 8-A, dated March 27, 1991 (Registration Number 0-14488). You may request a copy of these filings, at no cost, by writing or telephoning us at the following address: Seitel, Inc. Investor Relations 50 Briar Hollow Lane 7th Floor West Houston, Texas 77027 (713) 881-8900 FORWARD-LOOKING STATEMENTS This prospectus includes and incorporates by reference forward-looking statements within the meaning of the Securities Act of 1933 and the Securities Exchange Act of 1934. These statements relate to analyses and other information which are based on forecasts of future results and estimates of amounts not yet determinable. These statements also relate to our future prospects, developments and business strategies. These forward-looking statements are identified by their use of terms and phrases such as "anticipate," believe," "could," "estimate," "expect," "intend," "may," "plan," "predict," "project," "will," and similar terms and phrases, including references to assumptions. These statements are contained in sections entitled "Risk Factors," "The Company" and other sections of this prospectus and in the documents incorporated by reference in this prospectus. These forward-looking statements involve risks and uncertainties that may cause our actual future activities and results of operations to be materially different from those suggested or described in this prospectus. These risks include industry conditions; operating risks; our dependence on key personnel; the geographic concentration of our operations; and governmental regulations. Our risks are more specifically described in "Risk Factors" and in our Annual Report on Form 10-K, which are incorporated by reference in this prospectus. If one or more of these risks or uncertainties materialize, or if underlying assumptions prove incorrect, our actual results may vary materially from those expected, estimated or projected. THE COMPANY We are located in Houston, Texas. We are a leading provider of seismic data and related geophysical services and expertise to the petroleum industry. We have evolved into a diversified energy concern with several niche operations, including one of the largest independent seismic data libraries in the United States; three-dimensional seismic data processing and interpretation technology; and direct participation in exploration, development and ownership of natural gas and crude oil reserves. Since our inception in 1982, we have been engaged in the development of a proprietary library of seismic data, created by both us and others. Our seismic data library is owned and marketed by Seitel Data, Ltd., a Texas limited partnership, and Olympic Seismic, Ltd., a Canadian corporation. Our wholly-owned subsidiaries constitute all of the limited and general partners of Seitel Data, Ltd. Olympic Seismic, Ltd. is also a wholly-owned subsidiary. Seitel Data, Ltd. and Olympic Seismic, Ltd. market the data library, which consists of both two-dimensional ("2D") and three-dimensional ("3D") data, to oil and gas companies under license agreements. Companies involved in oil and gas exploration and development use seismic surveys and the analysis of seismic data for the identification and definition of underground geological structures to determine the existence and location of subsurface hydrocarbons. Our integrated seismic data operations include our large 2D and 3D seismic library, our seismic data processing center and computer software, and our geophysical application experience in interpreting 3D data. In March 1993, we formed DDD Energy, Inc., a wholly-owned subsidiary, to participate directly in petroleum exploration, development and ownership of hydrocarbon reserves through cost and revenue sharing relationships with oil and gas producers. Our objective is to participate through DDD Energy in exploration and development programs which combine the Company's 3D and 2D seismic resources and related geophysical technologies with the geology and engineering expertise and land positions of selected petroleum producers. USE OF PROCEEDS We will not receive any of the proceeds from the sale of the shares of common stock by the selling stockholders. SELLING STOCKHOLDERS This prospectus relates to the sale by the selling stockholders named below from time to time of up to 355,733 shares of common stock. Each of the selling stockholders was a general partner in one or more of four partnerships that were organized to invest in oil and gas properties. Each selling stockholder was an officer, director or employee, or immediate family member of an officer, director or employee of our company or one of our subsidiaries when he or she became a partner in one of these partnerships. Our subsidiary, DDD Energy, acquired the assets of these partnerships effective October 1, 1998 in exchange for unregistered shares of our common stock being offered for sale as disclosed below. The assets of these partnerships consisted primarily of additional interests in oil and gas properties in which DDD Energy was already a working interest owner. The following table provides information with respect to the number of shares of common stock currently owned, offered hereby and to be owned by the selling stockholders after this offering assuming all offered shares are sold in this offering.
- -------------------------------------------------------------------------------------------------------------------- NUMBER OF SHARES SHARES BENEFICIALLY OWNED BENEFICIALLY SHARES AFTER THE OFFERING OWNED BEFORE OFFERED ----------------------------- SELLING STOCKHOLDERS THE OFFERING* HEREBY NUMBER PERCENT - -------------------------------------------------------------------------------------------------------------------- Herbert M. Pearlman, Chairman of the Board 1,017,687 48,249 969,438 4.0% Horace A. Calvert, Executive Vice President, Chief 1,511,750 45,169 1,466,581 5.9% Operating Officer and Director David S. Lawi, Director 690,287 36,135 654,152 2.7% Paul A. Frame, President, Chief Executive Officer and 1,715,086 35,682 1,679,404 6.7% Director Debra D. Valice, Executive Vice President, Chief 371,785 29,804 341,981 1.4% Financial Officer and Director Jay Silverman (2) 179,045 22,583 156,462 ** Jay Rives (1) 88,504 16,504 72,000 ** Jesse Marion (2) 15,543 15,543 0 0 Jay Green (1) 197,903 14,361 183,542 ** Rick Schmid (1) 99,167 13,921 85,246 ** Robert Simon (1) 270,695 11,765 258,930 1.1% John E. Stieglitz, Director 34,085 8,085 26,000 ** Bob Choate (1) 54,086 7,249 46,837 ** William Lurie (3) 20,380 6,737 13,643 ** Marcia Kendrick, Chief Accounting Officer 136,465 4,984 131,481 ** Sheryl Pearlman 19,554 4,554 15,000 ** Julia Pearlman 19,515 4,515 15,000 ** Lee Pearlman 19,515 4,515 15,000 ** Lawrence Marolda 19,515 4,515 15,000 ** Nicole Lawi 42,015 4,515 37,500 ** Neil Lawi 42,015 4,515 37,500 ** Christopher Talbot (1) 121,056 4,312 116,744 ** Alana Ruby (2) 2,796 2,796 0 0 Ray Freeman (1) 37,625 2,415 35,210 ** David Wegner (1) 135,976 1,774 134,202 ** Al Filipov (1) 39,410 536 38,874 ** - ------------------------- * Includes shares that may be acquired within 60 days upon exercise of options and warrants. ** Less than 1% (1) Employee of Seitel or a subsidiary (2) Former employee of Seitel or a subsidiary (3) Former director of Seitel
PLAN OF DISTRIBUTION We are registering the shares on behalf of the selling stockholders. As used in this prospectus, "selling stockholders" includes donees and pledgees selling shares received from a named selling stockholder after the date of this prospectus. We will pay all costs, expenses and fees in connection with the registration of the shares offered by this prospectus. The selling stockholders will pay brokerage commission and similar selling expenses, if any, attributable to the sale of shares. The selling stockholders may sell shares from time to time in one or more types of transactions, including the following: o on the New York Stock Exchange; o in the over-the-counter market; o in negotiated transactions; o through put or call options transactions relating to the shares; o through short sales of shares; or o through a combination of these methods of sale. The selling stockholders may sell shares in block transactions. The selling stockholders will sell at market prices prevailing at the time of sale, or at negotiated prices. Sales by the selling stockholders may or may not involve brokers or dealers. The selling stockholders have advised us that they have not entered into any agreements, understandings or arrangements with any underwriters or broker-dealers regarding the sale of their securities. There is no underwriter or coordinating broker acting in connection with the proposed sale of shares by the selling stockholders. The selling stockholders may effect these transactions by selling shares directly to purchasers or to or through broker-dealers. These brokers or dealers may act as agents or principals. These broker-dealers may receive compensation in the form of discounts, concessions, or commissions from the selling stockholders and/or the purchasers of shares for whom the broker-dealers may act as agents or to whom they sell as principal. Compensation as to a particular broker-dealer might be in excess of customary commissions. The selling stockholders and any broker-dealers that act in connection with the sale of shares might be deemed to be "underwriters" within the meaning of Section 2(11) of the Securities Act. Any commissions received by broker-dealers and any profit on the resale of the shares sold by them while acting as principals might be deemed to be underwriting discounts or commissions under the Securities Act. We have agreed to indemnify each selling stockholder against liabilities arising under the Securities Act. The selling stockholders may agree to indemnify any agent, dealer or broker-dealer that participates in transactions involving sales of the shares against liabilities arising under the Securities Act. Because the selling stockholders may be deemed to be "underwriters" within the meaning of Section 2(11) of the Securities Act, the selling stockholders will be subject to the prospectus delivery requirements of the Securities Act. The prospectus delivery requirements of the Securities Act may include delivery through the facilities of the New York Stock Exchange under Rule 153 under the Securities Act. We have informed the selling stockholders that the anti-manipulative provisions of Regulation M promulgated under the Exchange Act may apply to their sales in the market. The selling stockholders also may resell all or a portion of the shares in open market transactions in reliance upon Rule 144 under the Securities Act, if they meet the criteria and conform to the requirements of that rule. The selling stockholders are required to notify us if they enter into any material arrangement with a broker-dealer for the sale of shares through a block trade, special offering, exchange distribution or secondary distribution or a purchase by a broker or dealer. Upon receipt of the notice, we will file a supplement to this prospectus, if required, under Rule 424(b) under the Securities Act, disclosing: o the name of each participating selling stockholder and of the participating broker-dealer(s); o the number of shares involved; o the price at which the shares were sold; o the commissions paid or discounts or concessions allowed to the broker-dealer(s), where applicable; o that the broker-dealer(s) did not conduct any investigation to verify the information set out or o incorporated by reference in this prospectus; and other facts material to the transaction. In addition, we will file a supplement to this prospectus if a selling stockholder notifies us that a donee or pledgee intends to sell more than 500 shares. We granted registration rights to the oil and gas investment partnerships in which the selling stockholders were partners under a registration rights agreement among us and the partnerships. The selling stockholders acquired the rights and obligations of the partnerships under the registration rights agreement when the partnerships distributed the shares to the selling stockholders. The selling stockholders have agreed to indemnify us against civil liabilities resulting from failure by the selling stockholders to deliver a prospectus if required. The indemnified civil liabilities include any liabilities under the Securities Act or the Exchange Act resulting from any untrue or any alleged untrue statement of a material fact or omission of a material fact in the registration statement or a prospectus supplement. The selling stockholders have agreed to indemnify us only to the extent the liability relates to information supplied by the selling stockholder for inclusion in the registration statement or prospectus supplement. In order to comply with state securities laws, if applicable, the shares will be sold only through registered or licensed brokers or dealers in states that require that sales be made through registered or licensed brokers or dealers. Some states require that selling shareholders or the issuer of shares register or qualify shares for sale in that state, unless an exemption from registration or qualification is available and is obtained. LEGAL MATTERS The validity of the shares offered by this prospectus will be passed upon by Gardere Wynne Sewell & Riggs, L.L.P., 1000 Louisiana, Suite 3400, Houston, Texas 77002. ======================= ======================================= YOU SHOULD RELY ONLY ON THE INFORMATION 355,733 SHARES CONTAINED IN OR INCORPORATED BY REFERENCE INTO THIS SEITEL, INC. PROSPECTUS. WE HAVE NOT AUTHORIZED ANYONE TO PROVIDE YOU WITH COMMON STOCK INFORMATION DIFFERENT FROM THAT CONTAINED IN THIS PROSPECTUS. THE SELLING STOCKHOLDERS ARE OFFERING T SELL SHARES OF COMMON STOCK AND SEEKING OFFERS TO BUY SHARES OF COMMON STOCK ONLY IN JURISDICTIONS WHERE OFFERS AND SALES ARE PROSPECTUS PERMITTED. TABLE OF CONTENTS Incorporation of Documents by Reference...........2 Risk Factors..........2 Forward-Looking Statements..........3 The Company...........3 Use Of Proceeds.......4 Selling Stockholders..4 Plan Of Distribution..6 Legal Matters.........7 May 14, 1999 ======================= ======================================= -----END PRIVACY-ENHANCED MESSAGE-----