8-K

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): October 25, 2005 (October 19, 2005)

SEITEL, INC.

(Exact name of registrant as specified in its charter)

Delaware (State of Incorporation)	0-14488 (Commission File Number)	76-0025431 (IRS Employer Identification No.)
10811 S. Westview Circle Drive Building C, Suite 100 Houston, Texas 77043 (Address of Registrant's principal executive offices) (713) 881-8900 (Registrant's telephone number, including area code) Not Applicable (Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligations of the registrant under any of the following provisions:

≅   Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

≅   Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

≅   Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

≅   Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

  

Section 1.                 Entry into a Material Definitive Agreement

Item 1.01                  Entry into a Material Definitive Agreement

(a)        Executive Employment Agreements

            On October 19, 2005, Seitel, Inc. ("Seitel") entered into amended and restated employment agreements with each of Robert D. Monson, president and chief executive officer, William Restrepo, chief financial officer, executive vice president and secretary, and Kevin P. Callaghan, chief operating officer and executive vice president (the "Executives").  These employment agreements were amended to provide for all severance amounts to be paid in lump sum rather than periodic payments.  The amended provisions providing for lump sum payment apply upon termination of the Executive without Cause, resignation of the Executive for Good Reason prior to a Change in Control, termination of the Executive on account of Disability, or termination of the Executive as a result of Seitel's election not to extend the Term.  The lump sum payment provisions provide for such payment as soon as administratively feasible after the applicable Date of Termination, but in no event later than two and one-half months after the Date of Termination.  In addition, the existing provision in each Executive's employment agreement providing for lump sum termination payment after a Change in Control was amended to provide that such payment will be made in no event later than two and one-half months after the Date of Termination.  All upper cased terms not defined in this Report on Form 8-K have the meaning ascribed to them in the Executives' employment agreements, which definitions were not amended.

(b)        Non-Employee Director Compensation

            On October 19, 2005, the Board of Directors of Seitel (the "Board") determined that future annual restricted stock awards for non-employee directors shall provide for annual awards of 25,000 restricted shares of Seitel's common stock, par value $.01 per share (the "Common Stock").  These future awards will vest as to one-third of the shares on each of the first, second and third anniversary of the date of grant.  These terms shall be effective with the next annual award of restricted Common Stock to non-employee directors in January 2006.  Prior to these revisions, the annual restricted stock awards for non-employee directors were for a number of shares of Common Stock valued at $20,000 on the date of grant, with vesting on the third anniversary of the date of grant.

(c)        Stock Awards

On October 19, 2005, Seitel made discretionary grants of Common Stock to its named executive officers under the Seitel 2004 Stock Option Plan, as follows:

	Restricted	Unrestricted
Kevin Callaghan, Chief Operating Officer and Executive Vice President	180,000 shares	-
Robert Simon, President-Seitel Data, Ltd.	120,000 shares	-
William Restrepo Chief Financial Officer, Executive Vice President and Secretary	120,000 shares	-
Marcia Kendrick, Senior Vice President, Chief Accounting Officer and Treasurer	80,000 shares	-
Garis Smith, President-Olympic Seismic, Ltd.	48,000 shares	32,000 shares

            With the exception of 32,000 shares of unrestricted Common Stock granted to Garis Smith, all of the above described stock grants consist of restricted shares of Common Stock that vest as to one-third of the shares on each of October 19, 2006, 2007 and 2008.  Each of the restricted Common Stock grants will be 100% vested on the date immediately preceding a change in control, and upon termination resulting from the executive's death or disability.

Section 5.        Corporate Governance and Management 

Item 5.03         Amendments to Articles of Incorporation of Bylaws; Change in Fiscal Year

            On October 19, 2005, the Board amended Section 2.8 (New Business) of Seitel's Amended and Restated Bylaws to revise the advance notice requirements for a stockholder to bring business before an annual meeting of stockholders.  The amendment to Section 2.8 includes:  (1) requiring Seitel's receipt of the stockholder's written notice of proposed business by no later than the tenth day following the day on which Seitel gives public notice of a current year annual meeting if no annual meeting was held in the prior year or if the current year annual meeting has changed by more than 30 days from the prior year; (2) requiring the stockholder to represent in its written notice of proposed business as to whether or not the stockholder has solicited or intends to solicit proxies in support of such proposal; and (3) clarification that the presiding officer of the annual meeting shall have authority to determine whether business brought before the meeting was proposed in accordance with Section 2.8.

            On October 19, 2005, the Board amended Section 3.3 (Nominations) of Seitel's Amended and Restated Bylaws to clarify that stockholders may propose director nominees, and to add advance notice requirements for a stockholder to bring a nomination before a meeting of stockholders or to recommend a nominee to Seitel's Nominating/Corporate Governance Committee.  The amendment to Section 3.3 includes:  (1) requiring Seitel's receipt of the stockholder's written notice of a proposed nominee no later than the date that in the current year corresponds to the 120th day prior to the date Seitel's proxy statement was released to stockholders in connection with the previous year's annual meeting of stockholders; (2) requiring Seitel's receipt of the stockholder's written notice of a proposed nominee no later than the tenth day following the day on which Seitel gives public notice of a current year annual meeting if no annual meeting was held in the prior year or if the current year annual meeting has changed by more than 30 days from the prior year; (3) notwithstanding the notice deadlines described in (1) and (2) to the contrary, if the number of directors to be elected to the Board is increased and there is no public announcement naming all of the nominees for directors or specifying the size of the increased Board at least 130 days prior to the date Seitel's proxy statement was released to stockholders in connection with the previous year's annual meeting of stockholders, a stockholder's written notice shall be considered timely, but only with respect to nominees for any new positions created by such increase, if it is received no later than the close of business on the tenth day following the day on which such Seitel makes public notice of such increase; (4) in the case of a special meeting of stockholders at which directors are to be elected, requiring Seitel's receipt of the stockholder's written notice of a proposed nominee no later than the tenth day following the day on which Seitel gives public notice of the special meeting; (5) requiring the stockholder's written notice to include certain information, including information required to be disclosed in a proxy statement under the rules of the Securities and Exchange Commission; and (6) clarification that the presiding officer of the meeting shall have authority to determine whether a nomination before the meeting was proposed in accordance with Section 3.3.

            The amendments to Sections 2.8 and 3.3 of the Amended and Restated Bylaws were effective October 19, 2005 (the "Amendments"), and also include revisions to eliminate inconsistencies with other Sections of Seitel's Amended and Restated Bylaws, Seitel's Amended and Restated Certificate of Incorporation, and applicable law.  The summary of the Amendments set forth above is qualified in its entirety by reference to the full text of Sections 2.8 and 3.3 attached to this report as Exhibit 3.1 and incorporated herein by reference.

Section 9.        Financial Statements and Exhibits.

Item 9.01         Financial Statements and Exhibits

(c)        Exhibits 

            3.1       Amended Sections 2.8 and 3.3 to Amended and Restated Bylaws of Seitel, Inc., adopted October 19, 2005.

[Signature page follows]

SIGNATURE

            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.

DATED this 25th day of October 2005.

                                                                                                          SEITEL, INC.

                                                                                                          By:  /s/ Robert D. Monson                         

                                                                                                          Robert D. Monson

                                                                                                          President and Chief Executive Officer

 

EXHIBIT INDEX

Exhibit No.	Description
3.1	Amendment to Bylaws of Seitel, Inc., adopted October 19, 2005.

 

EX-3.1

Exhibit 3.1

SEITEL INC.

Amended Sections 2.8 and 3.3 to Amended and Restated Bylaws
Adopted October 19, 2005

            Section 2.8.      New Business.

(a)        Proposals of business to be considered by the stockholders at an annual meeting of stockholders may be made (i) pursuant to the Corporation's notice of meeting, (ii) by or at the direction of the Board of Directors, or (iii) by any stockholder of the Corporation who was a stockholder of record at the time of giving notice provided for in this Section 2.8, who is entitled to vote at the meeting and who complied with the notice procedures set forth in this Section 2.8.  At an annual meeting of stockholders, only such new business shall be conducted, and only such proposals shall be acted upon, as shall have been properly brought before the annual meeting in accordance with the procedures set forth in this Section 2.8.  For any new business proposed by the Board of Directors to be properly brought before the annual meeting, such new business shall be approved by the Board of Directors.  For a proposal to be properly brought before an annual meeting by a stockholder, such proposal must be a proper subject for stockholder action under Delaware corporation law, and the stockholder must have given proper and timely notice thereof in writing to the Secretary of the Corporation as specified herein.  To be timely, a stockholder's notice must be delivered to or mailed and received at the principal executive offices of the Corporation no later than the date that corresponds to 120 days prior to the date the Corporation's proxy statement was released to stockholders in connection with the previous year's annual meeting of stockholders.  If during the prior year the corporation did not hold such a meeting, or if the date of the current year's annual meeting of stockholders has changed by more than 30 days from the prior year, then notice must be received no later than the tenth day following the day on which the Corporation gives public notice of the current year's meeting.  A stockholder's notice to the Secretary shall set forth as to each matter the stockholder proposes to bring before the annual meeting (1) a description of the proposal desired to be brought before the annual meeting and the reasons for conducting such business at the annual meeting, (2) the name and address, as they appear on the Corporation's books, of the stockholder proposing such business, (3) the class and number of shares of the stock that are held of record, beneficially owned and represented by proxy on the date of such stockholder notice and on the record date of the meeting (if such date shall have been made publicly available), and, a representation as to whether or not the stockholder has solicited or intends to solicit proxies in support of such proposal, (4) any financial interest of the stockholder in such proposal, and (5) all other information that would be required to be filed with the Securities and Exchange Commission if, with respect to any such item of business, such stockholder or stockholders were a participant in a solicitation subject to Section 14 of the Securities Exchange Act of 1934, as amended (the "Exchange Act").

(b)        Only such business shall be conducted at an annual meeting of stockholders as shall have been brought before the meeting in accordance with this Section 2.8.  The presiding officer of the annual meeting shall have the power and duty to determine whether any business proposal brought before the meeting was in accordance with this Section 2.8 and, if any proposed business is not strictly in compliance with this Section 2.8 or if the stockholder solicits proxies in support of such stockholder's proposed business without such stockholder having made the representation required by subsection (a) of this Section 2.8, to declare that such defective proposal shall be disregarded.  This provision shall not prevent the consideration and approval or disapproval at the annual meeting of reports of officers, directors, and committees of the Board of Directors, but, in connection with such reports, no new business shall be acted upon at such annual meeting unless stated, filed and received as herein provided.

(c)        For purposes of this Section 2.8, "public notice" shall mean disclosure in a press release reported by the Dow Jones News Service, Associated Press or comparable national news service or in a document publicly filed by the Corporation with the Securities and Exchange Commission pursuant to Section 13, 14 or 15(d) of the Exchange Act.

(d)        Nothing in this Section 2.8 shall be deemed to affect any rights of stockholders to request inclusion of proposals in the Corporation's proxy statement pursuant to Rule 14a-8 under the Exchange Act.  Nominations of persons for election to the Board of Directors shall made in accordance with Section 3.3 herein.

Section 3.3.      Nominations.

(a)        Nominations of persons for election to the Board of Directors of the Corporation at a meeting of stockholders at which directors are to be elected may be made (i) pursuant to the Corporation's notice of meeting, (ii) by or at the direction of the Board of Directors, or (iii) by any stockholder of the Corporation who was a stockholder of record at the time of giving notice provided for in this Section 3.3, who is entitled to vote at the meeting and who complied with the notice procedures set forth in this Section 3.3.  No person shall be eligible for election as a director at a meeting of stockholders unless nominated in accordance with the procedures set forth in this Section 3.3.

(b)        Upon expiration of the respective terms of the members of the Board of Directors initially appointed as of July 2, 2004 (the "Initial Board"), and subject to all applicable laws, rules, regulations and Nasdaq Stock Market listing requirements, any holder of common stock, par value $.01 per share, of the Corporation (the "Common Stock") shall have the right to recommend to the Nominating/Corporate Governance Committee, by giving proper notice pursuant to subsection (c), persons (the "Designees") for election to the Board of Directors, and the Nominating/Corporate Governance Committee, subject to its fiduciary duties and the criteria for director-nominees specified in the Nominating/Corporate Governance Committee charter of the Corporation then in effect, shall recommend to the full Board of Directors of the Corporation such Designees proposed for election, as follows:  (i) if any holder of Common Stock or any affiliate thereof shall hold more than 30% of the outstanding Common Stock, it shall be entitled to recommend for nomination as aforesaid in connection with any annual election of the Corporation's directors up to three Designees (subject to reduction to reflect the members of the Initial Board, if any, designated by such holder of Common Stock or any affiliate thereof and still serving on the Board of Directors); (ii) if any holder of Common Stock or any affiliate thereof shall hold less than 30%, but more than 20% of the outstanding Common Stock, it shall be entitled to recommend for nomination as aforesaid in connection with any annual election of the Corporation's directors up to two Designees (subject to reduction to reflect the members of the Initial Board, if any, designated by such holder of Common Stock or any affiliate thereof and still serving on the Board of Directors); and (iii) if a holder of Common Stock or any affiliate thereof shall hold less than 20%, but more 10%, of the outstanding Common Stock, it shall be entitled to recommend for nomination as aforesaid in connection with any annual election one designee (subject to reduction to reflect the members of the Initial Board, if any, designated by such holder of Common Stock or any affiliate thereof and still serving on the Board of Directors). 

(c)        All nominations by stockholders pursuant to subsections (a)(iii) and (b) of this Section 3.3, shall be made pursuant to timely notice in proper written form to the Secretary of the Corporation.  To be timely, in the case of an annual meeting, a stockholder's notice shall be delivered to or mailed and received at the principal executive offices of the Corporation no later than the date that in the current year corresponds to the 120^th day prior to the date the Corporation's proxy statement was released to stockholders in connection with the previous year's annual meeting of stockholders.  If during the prior year the Corporation did not hold such a meeting, or if the date of the current year's annual meeting of stockholders has changed more than 30 days from the prior year, then notice must be received no later than the tenth day following the day on which the Corporation gives public notice of the current year's meeting.  To be timely, in the case of a special meeting of stockholders at which directors are to be elected, a stockholder's notice shall be delivered to or mailed and received by the Secretary no later than the tenth day following the day on which the corporation gives public notice of the special meeting.  A stockholder's notice shall set forth in writing (i) as to each person whom such stockholder proposes to nominate for election or re-election as a director, all information relating to such person that is required to be disclosed in a proxy statement filed under the proxy rules of the Securities Exchange Commission if such person had been nominated, or intended to be nominated by the Board of Directors, including, without limitation, such person's written consent to being named in the proxy statement as a nominee and to serving as a director if elected; and (ii) as to such stockholder, (1) the stockholder's name and address, as they appear on the Corporation's books, (2) the class and number of shares of stock that are held of record, beneficially owned and represented by proxy on the date of the stockholder notice and on the record date of the meeting (if such date shall have been made publicly available), and, a representation as to whether or not the stockholder has solicited or intends to solicit proxies in support of such proposed nominee(s) specified in the notice, and (3) if applicable, a description of all arrangements or understandings between the stockholder and each nominee and any other person (or persons), which includes the name of such other person (or persons), pursuant to which the nominations are to be made by the stockholder.  At the request of the Board of Directors, any person nominated by the Board of Directors for election as a director shall furnish to the Secretary of the Corporation that information required to be set forth in a stockholders notice of nomination which pertains to the nominee. 

(d)        Notwithstanding anything in subsection (c) of this Section 3.3 to the contrary, in the event that the number of directors to be elected to the Board of Directors of the Corporation at the next annual meeting of stockholders is increased and there is no public announcement naming all of the nominees for Directors or specifying the size of the increased Board of Directors made by the Corporation at least 130 days prior to the date the Corporation's proxy statement was released to stockholders in connection with the previous year's annual meeting of stockholders, a stockholder's notice required by this Section 3.3 shall also be considered timely, but only with respect to nominees for any new positions created by such increase, if it shall be delivered to the Secretary of the Corporation no later than the close of business on the tenth day following the day on which such public notice is first made by the Corporation.

(e)        The presiding officer of the meeting shall have the power and duty to determine whether a nomination before the meeting was made in accordance with the procedures set forth in this Section 3.3 and, if any proposed nomination not in compliance with this Section 3.3 or if the stockholder solicits proxies in support of such stockholder's proposed nomination without such stockholder having made the representation required by subsection (c) of this Section 3.3, to declare that such defective proposal shall be disregarded.

(f)         For purposes of this Section 3.3, "public notice" shall mean disclosure in a press release reported by the Dow Jones News Service, Associated Press or comparable national news service or in a document publicly filed by the Corporation with the Securities and Exchange Commission pursuant to Section 13, 14 or 15(d) of the Exchange Act.