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U.S. SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Form 8-K
Current Report Pursuant to Section 13 or 15(d) of
The Securities Act of 1934
Date of Report June 1, 1998
(Date of earliest event reported)
TGC Industries, Inc.
(Exact name of registrant as specified in its charter)
Texas 0-14908 74-2095844
(State or other (Commission (I.R.S. Employer
jurisdiction File Number) Identification No.)
of incorporation)
1304 Summit, Suite 2
Plano, Texas 75074
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (972) 881-1099
Item 5. Other Events
On June 1, 1998, the Board of Directors of TGC Industries, Inc.
("TGC") or ("the Company") approved amending the Company's Warrant Agreement
to extend the term of the Warrants from July 31, 1998 to December 31, 1998;
and also approved delaying the increase in the conversion price (from $0.75
to $1.25) of the Company's Series C 8% Convertible Exchangeable Preferred
Stock from July 1, 1998, to December 31, 1998, and also to delay the increase
from $1.25 to $2.00 in the conversion price of the Preferred Stock from July
1, 1999, to December 31, 1999. Amendment Number Two to Warrant Agreement
effective as of June 1, 1998, is attached hereto as Exhibit "A." The
Statement of Resolution Regarding Series of Preferred Stock of TGC adopted by
the Company's Board of Directors on June 1, 1998, is also attached hereto as
Exhibit "B."
Item 7. Exhibits
A. Amendment Number Two to Warrant Agreement for TGC Industries,
Inc. Warrants dated as of June 1, 1998; and
B. Statement of Resolution Regarding Series of Preferred Stock
of TGC dated June 1, 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.
TGC INDUSTRIES, INC.
/s/ ROBERT J. CAMPBELL
June 1, 1998 By:_________________________________
Robert J. Campbell,
Vice Chairman of the Board
(Principal Executive Officer)
Officer
H:\DOCS6\T9140\001\4665.1
EXHIBIT "A"
Amendment Number Two
to
Warrant Agreement
for
TGC Industries, Inc. Warrants
This Amendment Number Two is entered into effective as of June 1, 1998,
by and between TGC INDUSTRIES, INC., a Texas corporation (the "Company"); and
AMERICAN STOCK TRANSFER & TRUST COMPANY, a New York Corporation (the "Warrant
Agent").
W I T N E S S E T H :
WHEREAS, Company and Warrant Agent entered into that certain Warrant
Agreement (the "Agreement") dated as of July 28, 1995;
WHEREAS, at a special (telephone) meeting of the Board of Directors held
on June 1, 1998, approval was given for amending the Warrant Agreement so as
to extend the expiration date from July 31, 1998 to December 31, 1998; and
WHEREAS, pursuant to Section 20.B. of the Agreement, the parties hereto
wish to amend the Agreement as provided herein.
NOW, THEREFORE, subject to the terms and conditions and in consideration
of the premises and mutual agreements herein set forth, the parties hereto
agree as follows:
1. Definitions. Capitalized terms used but not defined herein shall
have the same meanings as in the Agreement.
2. Amendment. The Agreement is hereby amended by substituting the
following as new Section 6.A.:
"A. Subject to Section "6.E" below, the registered holder of any
Warrant Certificate may exercise it in whole or in part at any time, but only
in such multiples as are required to permit the issuance by Company of one or
more shares, by surrender of the Warrant Certificate with the form of
election to purchase on the reverse side thereof duly executed, to Warrant
Agent at the principal office of the Warrant Agent in New York, New York, at
or prior to 5:00 p.m. (New York, New York time) on December 31, 1998, or such
later date or dates as the Company may determine (December 31, 1998 or the
later date or dates being the "Expiration Date"), together with payment of
the Purchase Price, payable to Company, for each share into which the
Warrants are exercised."
3. Notice to Warrant Holders. In accordance with Sections 18 and
19.B. of the Agreement, the parties shall, as soon as practicable after
execution of this Amendment, notify the registered Warrant holders of the
foregoing amendment.
4. No Other Amendments. Except as expressly amended and modified
hereby, the Agreement shall continue to be, and shall remain, in full force
and effect in accordance with its terms.
5. Counterparts. This Amendment may be executed in counterparts all
of which taken together shall constitute one and the same instrument.
6. Governing Law. This Amendment shall be deemed to be a contract
made under the laws of the State of New York, and for all purposes shall be
governed by and construed in accordance with the laws of such State.
7. Descriptive Headings. Descriptive headings of the several
sections of this Amendment are inserted for convenience only and shall not
control or affect the meaning or construction of any of the provisions
hereof.
IN WITNESS WHEREOF, the parties have executed this Amendment as of the
date and year first above written.
TGC INDUSTRIES, INC.
By: /s/ Robert J. Campbell
Robert J. Campbell,
Vice Chairman of the Board
ATTEST:
/s/ Rice M. Tilley, Jr.
Rice M. Tilley, Jr.,
Assistant Secretary
AMERICAN STOCK TRANSFER & TRUST COMPANY
By: /s/ Herbert J. Lemmer
Herbert J. Lemmer, Vice President
ATTEST:
/s/ Susan Silber
Susan Silber, Assistant Secretary
STATE OF TEXAS )
)
COUNTY OF COLLIN )
BEFORE ME, the undersigned, a Notary Public in and for said County and
State, on this day personally appeared Robert J. Campbell, Vice Chairman of
the Board of TGC Industries, Inc., a Texas corporation, known to me to be the
person whose name is subscribed to the foregoing instrument, and acknowledged
to me that be executed the same for the purposes and consideration therein
expressed, in the capacity therein stated and as the act and deed of said
corporation.
GIVEN under my hand and seal of office this 20th day of July, 1998.
/s/ Patricia K. Ashley
Notary Public, State of Texas
STATE OF TEXAS )
)
COUNTY OF TARRANT )
BEFORE ME, the undersigned, a Notary Public in and for said County and
State, on this day personally appeared Rice M. Tilley, Jr., Assistant
Secretary of TGC Industries, Inc., a Texas corporation, known to me to be the
person whose name is subscribed to the foregoing instrument, and acknowledged
to me that be executed the same for the purposes and consideration therein
expressed, in the capacity therein stated and as the act and deed of said
corporation.
GIVEN under my hand and seal of office this 16th day of July, 1998.
/s/ Ruth-Anne Cain
Notary Public, State of Texas
STATE OF NEW YORK )
)
COUNTY OF KINGS )
BEFORE ME, the undersigned, a Notary Public in and for said County and
State, on this day personally appeared Herbert J. Lemmer, Vice President of
AMERICAN STOCK TRANSFER & TRUST COMPANY, a New York corporation, known to me
to be the person whose name is subscribed to the foregoing instrument, and
acknowledged to me that he executed the same for the purposes and
consideration therein expressed, in the capacity therein stated and as the
act and deed of said corporation.
GIVEN under my hand and seal of office this 4th day of August, 1998.
/s/ Henry Reinhold
Notary Public, State of New York
EXHIBIT "B"
Statement of Resolution Regarding
Series of Preferred Stock
of
TGC Industries, Inc.
Pursuant to the provisions of Article 2.13 of the Texas Business
Corporation Act, and the Articles of Incorporation, as amended, of the
undersigned Corporation, the Corporation submits the following with respect
to its Statement of Resolution Establishing its Series C 8% Convertible
Exchangeable Preferred Stock, which Statement of Resolution was originally
filed with the Secretary of State of Texas on July 9, 1996, for the purpose
of modifying certain terms of the Series C Preferred Stock.
1. The name of the Corporation is TGC Industries, Inc.; and
2. The resolution adopting the Statement of Resolution Regarding
Series C 8% Convertible Exchangeable Preferred Stock is attached as Exhibit
"A" hereto and incorporated herein by reference. Such resolution was duly
adopted by all necessary action on the part of the Corporation at a special
meeting of the Board of Directors of the Corporation held on June 1, 1998.
Dated July 1, 1998.
TGC INDUSTRIES, INC.
By: /s/ Rice M. Tilley, Jr.
Rice M. Tilley, Jr., Assistant Secretary
EXHIBIT "A"
STATEMENT OF RESOLUTION REGARDING
SERIES C 8% CONVERTIBLE EXCHANGEABLE PREFERRED STOCK OF
TGC INDUSTRIES, INC.
Pursuant to the provisions of Article 2.13 of the Texas Business
Corporation Act and the Articles of Incorporation, as amended, of TGC
Industries, Inc., a Texas corporation (the "Corporation" or the "Company"),
the Corporation has adopted the following resolution by all necessary action
on the part of the Corporation, at a special meeting of the Board of
Directors on June 1, 1998, for the purpose of modifying certain terms of its
Series C 8% Convertible Exchangeable Preferred Stock as provided therein:
RESOLVED, that pursuant to the authority vested in the Board of
Directors of the Corporation by Article 4.b of the Corporation's Articles of
Incorporation, as amended, the Corporation hereby approves the following with
respect to the Statement of Resolution Establishing Series C 8% Convertible
Exchangeable Preferred Stock (the "Preferred Stock"), which Statement of
Resolution was originally filed with the Secretary of State of Texas on July
9, 1996, by adopting the following modification to subparagraph 3(d) thereof
to delay the date of the increase of the conversion price of the Preferred
Stock from July 1, 1998 until December 31, 1998 and the subsequent date of
the increase of the conversion price of the Preferred Stock from July 1, 1999
to December 31, 1999, so that subparagraph 3(d) of such Statement of
Resolution shall read in its entirety as set forth below. Except as modified
as set forth below, the Statement of Resolution Establishing Series C 8%
Convertible Exchangeable Preferred Stock as filed with the Secretary of State
on July 9, 1996, shall remain in full force and effect.
"(d) Conversion Ratio. Each share of Preferred Stock
may, at the discretion of the holder thereof, be converted
into shares of Common Stock of the Corporation at the
conversion price per share of (i) prior to the close of
business on December 31, 1998, the conversion price per
share of Common Stock of Seventy-Five Cents ($0.75), (ii)
after December 31, 1998 and prior to the close of business
on December 31, 1999, the conversion price per share of
Common Stock of One Dollar and Twenty-Five Cents ($1.25),
and (iii) thereafter, the conversion price per share of
Common Stock of Two Dollars ($2.00), as such conversion
price may be adjusted and readjusted from time to time in
accordance with subparagraph 3(g) hereof (such conversion
price, as adjusted and readjusted and in effect at any
time, being herein called the "Conversion Price" or the
"Conversion Ratio"), into the number of fully paid and
non-assessable shares of Common Stock determined by
dividing (x) the $5.00 per share price of the Preferred
Stock to be so converted by (y) the Conversion Price in
effect at the time of such conversion. The Conversion
Ratios referred to above will be subject to adjustment as
set forth in subparagraph 3(g)."
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