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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 March 1, 2000
(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 March 1, 2000, TGC Industries, Inc. ("TGC" or the "Company")
announced that its annual meeting of shareholders will be held on
Thursday, May 11, 2000. TGC also announced that the Company had received
a favorable ruling from Nasdaq that TGC's securities have evidenced
compliance with all continued listing criteria and that the Company's
securities will continue to be listed on the Nasdaq SmallCap Market.
Item 7. Exhibits
A. News Release disseminated on March 1, 2000.
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.
March 1, 2000 By: /s/ WAYNE A. WHITENER
_______________________
Wayne A. Whitener,
President and CEO
(Principal Executive Officer)
EXHIBIT "A"
____________
NEWS RELEASE:
________________________________________________________________________
TGC INDUSTRIES, INC.
Contact: Ken Uselton 972-881-1099
TGC INDUSTRIES, INC. ANNOUNCES DATE
OF ANNUAL MEETING OF SHAREHOLDERS
Plano, Texas March 1, 2000. TGC Industries, Inc. ("TGC" or the
"Company") (Nasdaq TGCI; TGCIP; TGCIW) announced today that its annual
meeting of shareholders will be held on Thursday, May 11, 2000. The
record date for the Annual Meeting will be March 15, 2000. Historically,
TGC has held its annual meeting in June; however, for efficiency and cost
considerations, the Board of Directors of TGC has determined to address
matters which were to be voted on at a special meeting of shareholders (as
reported in the Company's Form 8-K filing dated December 29, 1999, and in
a preliminary proxy statement filed February 11, 2000), at the annual
meeting and to move forward the date of the annual meeting to May 11,
2000.
The matters to be voted on at the annual meeting are as follows:
(1) To elect seven (7) directors to serve until the next annual meeting,
two (2) of such directors being new nominees to the Board of
Directors selected by WEDGE Energy Services, L.L.C. pursuant to the
terms of the Debenture Purchase Agreement in connection with the
purchase by WEDGE of a $2,500,000 Convertible Subordinated Debenture
in December 1999;
(2) To consent, by vote of the holders of TGC's outstanding shares of
Preferred Stock, voting as a class, to a new series of 8-1/2 % Senior
Convertible Preferred Stock. If the consent of the holders of 66-
2/3% of the outstanding shares of Preferred Stock is obtained, WEDGE
is obligated to convert its $2,500,000 Convertible Subordinated
Debenture into such Senior Preferred Stock. Such Debenture is
convertible at a price of $1.15 per share;
(3) To approve TGC's 1999 Stock Option Plan; and
(4) To ratify the selection of Grant Thornton, LLP as independent
auditors.
TGC's Board of Directors will recommend that the shareholders vote in
favor of each of the above matters.
In another matter, TGC has received a favorable ruling from Nasdaq that
TGC's securities have evidenced compliance with all continued listing
criteria and that the Company's securities will continue to be listed on
the Nasdaq SmallCap Market. As previously reported in the Company's Form
8-K filing dated December 29, 1999, the Company had a written hearing
before the Nasdaq Listing Qualifications Panel on February 3, 2000. At
the close of business on Friday, February 25, 2000, the Company was
notified that the Nasdaq Listing Qualifications Panel had made a favorable
determination and that the Company's securities would continue to be
listed on the Nasdaq SmallCap Market.
TGC, doing business as Tidelands Geophysical, based in Plano, Texas, is a
geophysical services company which primarily provides 3-D seismic services
to oil and gas companies. TGC, doing business as Exploration Surveys,
maintains a geophysical gravity data bank.
This report contains forward-looking statements which reflect the view of
Company's management with respect to future events. Although management
believes that the expectations reflected in such forward-looking
statements are reasonable, it can give no assurance that such expectations
will prove to have been correct. Important factors that could cause
actual results to differ materially from such expectations are disclosed
in the Company's Securities and Exchange Commission filings, and include,
without limitation, the unpredictable nature of forecasting weather, the
potential for contract delay or cancellation, and the potential for
fluctuations in oil and gas prices. The forward-looking statements
contained herein reflect the current views of the Company's management and
the Company assumes no obligation to update the forward-looking statements
or to update the reasons actual results could differ from those
contemplated by such forward-looking statements.