View:
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Form 8-A
For Registration of Certain Classes of Securities
Pursuant to Section 12(b) or (g) of the
Securities Exchange Act of 1934
TGC INDUSTRIES, INC.
(Exact name of Registrant as specified in its charter)
Texas 1382 74-2095844
(State of incorporation (Primary Standard Industrial (I.R.S. Employer
or organization) Industrial Classification Identification
Code Number) Number)
1304 Summit, Suite 2, Plano, Texas 75074 (972) 881-1099
(Address and telephone number of principal executive offices)
RICE M. TILLEY, JR.
Law, Snakard & Gambill, P.C.
3200 Bank One Tower
Fort Worth, Texas 76102
(817) 878-6350
(Name, address and telephone number of agent for service)
Copies to:
VERNON E. REW, JR.
Law, Snakard & Gambill, P.C.
3200 Bank One Tower
Fort Worth, Texas 76102
If this Form relates to the registration of a class of debt securities and is
effective upon filing pursuant to General Instruction A.(c)(1), please check
the following box.
If this Form relates to the registration of a class of debt securities and is
to become effective simultaneously with the effectiveness of a concurrent
registration statement under the Securities Act of 1933 pursuant to General
Instruction A.(c)(2), please check the following box.
Securities to be registered pursuant to Section 12(b) of the Act:
Title of each class Name of each exchange on which
to be so registered each class is to be registered
...................................... ......................................
Securities to be registered pursuant to Section 12(g) of the Act:
Series C 8% Convertible Exchangeable Preferred Stock
(Title of class)
Warrant, exercisable to purchase one share of Common Stock at $.375 per share
(Title of class)
Item 1. Description of Registrant's Securities to be Registered.
The Company hereby incorporates by reference its Form SB-2
Registration Statement, as amended, filed with the Securities
and Exchange Commission on September 18, 1996, and its current
report on Form 8-K dated July 11, 1996, filed with the Commission.
Item 2. Exhibits.
1. Specimen Certificate of the Company's Series C 8% Convertible
Exchangeable Preferred Stock.
2. Statement of Resolution Establishing Series C 8% Convertible
Exchangeable Preferred Stock of TGC Industries, Inc. as filed with
the Secretary of the State of Texas on June, 1996, filed as
Exhibit B to the Company's current report on Form 8-K dated
July 11, 1996, filed with the Commission and incorporated herein
by reference.
3. Form of Debenture Agreement and Debenture for 8% Subordinated
Convertible Debentures, Series A filed as Exhibit 4.2 to the
Company's Registration Statement on Form SB-2 filed with the
Commission on September 18, 1996 and incorporated herein by
reference.
4. Form of Warrant Agreement dated July 28, 1995, as amended, and
Warrant filed as Exhibit 4.3 to the Company's Registration
Statement on Form SB-2 filed with the Commission on September
18, 1996 and incorporated herein by reference.
Pursuant to the requirements of Section 12 of the Securities Exchange Act
of 1934, the registrant has duly caused this registration statement to be
signed on its behalf by the undersigned, thereto duly authorized.
TGC Industries, Inc.
November 13, 1996
By:/s/ ROBERT J. CAMPBELL
Robert J. Campbell
Vice-Chairman and Chief
Executive Officer
Exhibit 4.1
Specimen Certificate for Company's Series C 8% Convertible
Exchangeable Preferred Stock
Number (Company logo located here, Shares
with the initials "TGC"
____________ being encased in a diamond- _____________
shaped box containing 4
vertical bar lines with each
initial being separated by a
bar line.)
TGC INDUSTRIES, INC.
Incorporated under the laws of the State of Texas
See Reverse for
Certain Definitions
CUSIP 872417 20 9
THIS CERTIFIES THAT
SPECIMEN
is the owner of
fully paid and non-assessable shares of Series C 8% Convertible Exchangeable
Preferred Stock, Par Value of One Dollar ($1.00) per share, of
TGC INDUSTRIES, INC.
transferable on the books of the Corporation, by the holder hereof, in person
or by duly authorized attorney, upon surrender of this Certificate properly
endorsed. This Certificate and the shares represented hereby are issued under
and shall be held subject to the provisions of the laws of the State of Texas
and to all of the provisions of the Restated Articles of Incorporation of the
Corporation, any amendments thereof, and the Bylaws (copies of which are on
file at the office of the Transfer Agent), to all of which the holder of this
Certificate, by acceptance hereof assents.
This Certificate is not valid unless countersigned by the Transfer Agent
and registered by the Registrar.
WITNESS the facsimile seal of the Corporation and the facsimile
signatures of its duly authorized officers.
Dated:
(Corporate Seal Printed Here)
includes the words
"TGC Industries, Inc."
and a picture of a 5 point Star
with one letter of the word "TEXAS"
located between the each point)
/s/ ROBERT J. CAMPBELL
VICE CHAIRMAN OF THE BOARD
/s/ WILLIAM J. BARRETT
SECRETARY
Countersigned and Registered:
AMERICAN STOCK TRANSFER & TRUST COMPANY
Transfer Agent and Registrar
By
Authorized signature
[Company logo - described above here] TGC INDUSTRIES, INC.
THE RESTATED ARTICLES OF INCORPORATION OF TGC INDUSTRIES, INC. ON FILE IN
THE OFFICE OF THE SECRETARY OF STATE OF TEXAS SET FORTH A FULL STATEMENT OF
(A) ALL OF THE DESIGNATIONS, PREFERENCES, LIMITATIONS, AND RELATIVE RIGHTS OF
THE SHARES OF EACH CLASS OF SHARES AUTHORIZED TO BE ISSUED; (B) THE AUTHORITY
OF THE BOARD OF DIRECTORS TO FIX AND DETERMINE THE RELATIVE RIGHTS AND
PREFERENCES OF THE SHARES OF PREFERRED STOCK WHICH THE CORPORATION IS
AUTHORIZED TO ISSUE IN SERIES AND, IF AND TO THE EXTENT THAT THEY HAVE BEEN
FIXED AND DETERMINED, THE RELATIVE RIGHTS AND PREFERENCES OF ANY SUCH SERIES;
(C) THE DENIAL TO SHAREHOLDERS OF PREEMPTIVE RIGHTS; AND (D) THE DENIAL TO
SHAREHOLDERS OF THE RIGHT TO CUMULATIVE VOTING. THE CORPORATION WILL FURNISH
A COPY OF SUCH STATEMENT TO THE RECORD HOLDER OF THIS CERTIFICATE WITHOUT
CHARGE ON WRITTEN REQUEST TO THE CORPORATION AT ITS PRINCIPAL PLACE OF BUSINESS
OR REGISTERED OFFICE.
The following abbreviations, when used in the inscription on the face of
this certificate, shall be construed as though they were written out in
full according to applicable laws or regulations:
TEN COM - as tenants in common UNIF GIFT MIN ACT - ______ Custodian _____
TEN ENT - as tenants by the entireties (Cust) (Minor)
JT TEN - as joint tenants with right Under Uniform Gifts to Minors
of survivorship and not as Act
tenants in common (State)
Additional abbreviations may also be used though not in the above list.
FOR VALUE RECEIVED, _______________________________ hereby sell, assign
and transfer unto
Please Insert Social Security or Other
Identifying Number of Assignee
___________________________________________________________________________
___________________________________________________________________________
Please Print or Typewrite Name and Address,
Including Postal Zip Code of Assignee
___________________________________________________________________________
___________________________________________________________________________
____________________________________________________________________ Shares
of the Common Stock represented by the within Certificate, and do hereby
irrevocably constitute and appoint
__________________________________________________________________________
Attorney to transfer the said stock on the books of the within-named
Company with full power of substitution in the premises.
Dated__________________________
X ________________________________________
(Signature)
NOTICE:
The signature(s) to this
assignment must correspond
with the name(s) as written
upon the face of the certificate
in every particular without
alteration or enlargement or
any change whatever. X_________________________________________
(Signature)
The signature(s) should be guaranteed by an
eligible guarantor institution (banks,
stockbrokers, savings and loan associations
and credit unions with membership in an
approved signature guarantee medallion
program, pursuant to S.E.C. Rule 17Ad-15.
SIGNATURE(S) GUARANTEED BY:
__________________________________________
H:\DOCS3\T9140\001\58127.1