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): March 13, 2018

SAEXPLORATION HOLDINGS, INC.

(Exact name of registrant as specified in its charter)

Delaware

(State or other jurisdiction of incorporation)

001-35471

(Commission file number)

27-4867100

(IRS Employer Identification No.)

1160 Dairy Ashford Rd., Suite 160, Houston, Texas 77079

(Address of principal executive offices) (Zip Code)

(281) 258-4400

(Company's telephone number, including area code)

(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 obligation 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 14(d)-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))

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ¨

If an emerging growth company, indiciate by check mark if hte registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ¨

_____________________

Item 8.01. Other Events.

On March 20, 2018, the Company issued a press release announcing that on March 13, 2018, its Board of Directors declared its intention to pay on April 1, 2018, to record holders on March 15, 2018 of its 8% Cumulative Perpetual Series A Preferred Stock, par value $0.0001 (the "Series A Preferred Stock"), in-kind dividends of 0.01378 of a share of Series A Preferred Stock for every one outstanding share of Series A Preferred Stock. The Company expects to issue a total of approximately 456 additional shares of Series A Preferred Stock on April 1, 2018. The company also announced that in accordance with the terms of the Certificate of Designation for the Series A Preferred Stock, it expects, for the dividend period starting April 1, 2018 and ending June 30, 2018, it will be obligated to pay in-kind any dividends declared by the Board of Directors on the Series A Preferred Stock. As a result, any dividends that are declared and are to be paid on July 1, 2018 will be newly issued shares of Series A Preferred Stock. At this time, the Company expects to issue a total of approximately 663 additional shares of Series A Preferred Stock on July 1, 2018.

The information in this Item 8.01, including Exhibit 99.1 attached hereto, is being furnished and shall not be deemed “filed” for the purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liabilities of that Section. The information in this Item 8.01 shall not be incorporated by reference into any registration statement or other document pursuant to the Securities Act of 1933, as amended, except as otherwise expressly stated in such filing.

CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS

This report contains “forward-looking statements” within the meaning of the U.S. federal securities laws, with respect to the Company’s financial condition, results of operations, cash flows and business, and expectations or beliefs concerning future events. These forward-looking statements can generally be identified by phrases such as “expects,” “anticipates,” “believes,” “estimates,” “intends,” “plans to,” “ought,” “could,” “will,” “should,” “likely,” “appears,” “projects,” “forecasts,” “outlook” or other similar words or phrases. There are inherent risks and uncertainties in any forward-looking statements. Although the Company believes that its expectations are reasonable, it can give no assurance that these expectations will prove to have been correct, and actual results may vary materially. Except as required by law, the Company undertakes no obligation to update, amend or clarify any forward-looking statements to reflect events, new information or otherwise. Some of the important factors that could cause actual results to differ materially from the Company’s expectations are discussed below. All written and oral forward-looking statements attributable to the Company, or persons acting on its behalf, are expressly qualified in their entirety by these cautionary statements.

You should refer to the risk factors from the Company’s Annual Report filed on March 15, 2018, for the fiscal year ended December 31, 2017, for specific risks which would cause actual results to be significantly different from those expressed or implied by any of the Company’s forward-looking statements. It is not possible to identify all of the risks, uncertainties and other factors that may affect future results. In light of these risks and uncertainties, the forward-looking events and circumstances discussed in this report may not occur and actual results could differ materially from those anticipated or implied in the forward-looking statements. Accordingly, readers of this report are cautioned not to place undue reliance on the forward-looking statements.

1

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits.

Exhibit No.	Description
99.1	Press Release dated March 20, 2018.

2

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.

Date: March 20, 2018                SAExploration Holdings, Inc.

By:	/s/ Brent Whiteley
Name:	Brent Whiteley
Title:	Chief Financial Officer, General Counsel and Secretary

3

EXHIBIT INDEX

Exhibit No.	Description
99.1	Press Release dated March 20, 2018.

4

EX-99.1

FOR IMMEDIATE RELEASE

SAEXPLORATION ANNOUNCES INFORMATION REGARDING DIVIDENDS ON ITS SERIES A PREFERRED STOCK

March 20, 2018 – HOUSTON, TX – SAExploration Holdings, Inc. (NASDAQ: SAEX, OTCQB: SXPLW) today announced that its Board of Directors declared on March 13, 2018 its intention to pay on April 1, 2018, to record holders on March 15, 2018 of its 8% Cumulative Perpetual Series A Preferred Stock, par value $0.0001 (the “Series A Preferred Stock”), in-kind dividends of 0.01378 of a share of Series A Preferred Stock for every one outstanding share of Series A Preferred Stock. At this time it is anticipated that a total of 456 shares of Series A Preferred Stock will be issued, which includes one share for any fractional share owned by each holder of Series A Preferred Stock on the record date.

In addition, in accordance with the terms of the Certificate of Designation for the Series A Preferred Stock, SAE expects that, for the dividend period starting April 1, 2018 and ending June 30, 2018, it will be obligated to pay in-kind any dividends declared by the Board of Directors on the Series A Preferred Stock. As a result, any dividends that are declared and are to be paid on July 1, 2018 will be newly issued shares of Series A Preferred Stock. At this time it is anticipated that a total of 663 shares of Series A Preferred Stock, which includes one share for any fractional share owned by each holder on the record date for such payment, will be issued in payment of any dividend payable on that date.

The declaration and payment of any dividends on the Series A Preferred Stock are subject to the terms of the Certificate of Designation for the Series A Preferred Stock and applicable Delaware law. A copy of the Certificate of Designation is attached as Exhibit 3.1 to SAE’s Form 8-K filed with the Securities and Exchange Commission on February 1, 2018.

About SAExploration Holdings, Inc.

SAE is an internationally-focused oilfield services company offering a full range of vertically-integrated seismic data acquisition and logistical support services in remote and complex environments throughout Alaska, Canada, South America, Southeast Asia and West Africa. In addition to the acquisition of 2D, 3D, time-lapse 4D and multi-component seismic data on land, in transition zones and offshore in depths reaching 3,000 meters, SAE offers a full suite of logistical support and in-field data processing services, such as program design, planning and permitting, camp services and infrastructure, surveying, drilling, environmental assessment and reclamation and community relations. SAE operates crews around the world, performing major projects for its blue-chip customer base, which includes major integrated oil companies, national oil companies and large independent oil and gas exploration companies. Operations are supported through a multi-national presence in Houston, Alaska, Canada, Peru, Colombia, Bolivia, Brazil and New Zealand. For more information, please visit SAE’s website at www.saexploration.com.

Safety. Acquisition. Experiencesaexploration.com

The information in SAE’s website is not, and shall not be deemed to be, a part of this notice or incorporated in filings SAE makes with the Securities and Exchange Commission.

Forward Looking Statements

This press release contains certain "forward-looking statements" within the meaning of the U.S. federal securities laws with respect to SAE. These statements can be identified by the use of words or phrases such as “expects,” “estimates,” “projects,” “budgets,” “forecasts,” “anticipates,” “intends,” “plans,” “may,” “will,” “could,” “should,” “believes,” “predicts,” “potential,” “continue,” and similar expressions. These forward-looking statements include statements regarding SAE's financial condition, results of operations and business and SAE's expectations or beliefs concerning future periods and possible future events. These statements are subject to significant known and unknown risks and uncertainties that could cause actual results to differ materially from those stated in, and implied by, this press release. Risks and uncertainties that could cause actual results to vary materially from SAE’s expectations are described under “Risk Factors” and “Cautionary Note Regarding Forward-Looking Statements” in SAE’s filings with the Securities and Exchange Commission. Except as required by applicable law, SAE is not under any obligation to, and expressly disclaims any obligation to, update or alter its forward looking statements, whether as a result of new information, future events, changes in assumptions or otherwise.

Contact

SAExploration Holdings, Inc.

Ryan Abney

Vice President, Finance

(281) 258-4400

rabney@saexploration.com                 

Safety. Acquisition. Experiencesaexploration.com