-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, QTII/QZ54UyOERPmlt7mlOXFt7pmjSpfENakmWpwn+xCUXKfk1CfxaqtmoQ09hDo Kvm2D8FMZtyiBhSOZgAyyQ== 0000899243-97-001248.txt : 19970704 0000899243-97-001248.hdr.sgml : 19970704 ACCESSION NUMBER: 0000899243-97-001248 CONFORMED SUBMISSION TYPE: S-1/A PUBLIC DOCUMENT COUNT: 5 FILED AS OF DATE: 19970703 SROS: NASD FILER: COMPANY DATA: COMPANY CONFORMED NAME: ZYDECO ENERGY INC CENTRAL INDEX KEY: 0000908246 STANDARD INDUSTRIAL CLASSIFICATION: CRUDE PETROLEUM & NATURAL GAS [1311] IRS NUMBER: 760404904 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-1/A SEC ACT: 1933 Act SEC FILE NUMBER: 333-27679 FILM NUMBER: 97636487 BUSINESS ADDRESS: STREET 1: 1710 TWO ALLEN CENTER STREET 2: 1200 SMITH STREET CITY: HOUSTON STATE: TX ZIP: 77002-4312 BUSINESS PHONE: 7136592222 MAIL ADDRESS: STREET 1: 1710 TWO ALLEN CENTER STREET 2: 1200 SMITH STREET CITY: HOUSTON STATE: TX ZIP: 77002-4312 FORMER COMPANY: FORMER CONFORMED NAME: TN ENERGY SERVICES ACQUISITION CORP DATE OF NAME CHANGE: 19930701 S-1/A 1 AMENDMENT NO. 1 TO FORM S-1 AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON JULY 3, 1997 REGISTRATION NO. 333-27679 - ------------------------------------------------------------------------------- - ------------------------------------------------------------------------------- SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 ---------------- AMENDMENT NO. 1 TO FORM S-1 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 ---------------- ZYDECO ENERGY, INC. (EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER) DELAWARE 1311 76-0404904 (STATE OR OTHER (PRIMARY STANDARD INDUSTRIAL (I.R.S. EMPLOYER JURISDICTION OF CLASSIFICATION CODE NUMBER) IDENTIFICATION NUMBER) INCORPORATION OR ORGANIZATION) ---------------- 1710 TWO ALLEN CENTER, 1200 SMITH STREET HOUSTON, TEXAS 77002 (713) 659-2222 (ADDRESS, INCLUDING ZIP CODE, AND TELEPHONE NUMBER, INCLUDING AREA CODE, OF REGISTRANT'S PRINCIPAL EXECUTIVE OFFICES) W. KYLE WILLIS ZYDECO ENERGY, INC. CHIEF FINANCIAL OFFICER 1710 TWO ALLEN CENTER, 1200 SMITH STREET HOUSTON, TEXAS 77002 (713) 659-2222 (NAME, ADDRESS, INCLUDING ZIP CODE, AND TELEPHONE NUMBER, INCLUDING AREA CODE, OF AGENT FOR SERVICE) ---------------- COPIES TO: MICHAEL C. BLANEY, ESQ. JAMES R. TANENBAUM, ESQ. ANDREWS & KURTH L.L.P. STROOCK & STROOCK & LAVAN LLP 4200 TEXAS COMMERCE TOWER 180 MAIDEN LANE HOUSTON, TEXAS 77002 NEW YORK, NEW YORK 10038 TELEPHONE: (713) 220-4200 TELEPHONE: (212) 806-5400 ---------------- Approximate date of commencement of proposed sale to the public: As soon as practicable after effectiveness of this Registration Statement. If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933, check the following box. [_] If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, please check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. [_] If this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. [_] If delivery of the prospectus is expected to be made pursuant to Rule 434, please check the following box. [_] THE REGISTRANT HEREBY AMENDS THIS REGISTRATION STATEMENT ON SUCH DATE OR DATES AS MAY BE NECESSARY TO DELAY ITS EFFECTIVE DATE UNTIL THE REGISTRANT SHALL FILE A FURTHER AMENDMENT WHICH SPECIFICALLY STATES THAT THIS REGISTRATION STATEMENT SHALL THEREAFTER BECOME EFFECTIVE IN ACCORDANCE WITH SECTION 8(A) OF THE SECURITIES ACT OF 1933 OR UNTIL THE REGISTRATION STATEMENT SHALL BECOME EFFECTIVE ON SUCH DATE AS THE COMMISSION, ACTING PURSUANT TO SAID SECTION 8(A), MAY DETERMINE. - ------------------------------------------------------------------------------- - ------------------------------------------------------------------------------- ZYDECO ENERGY, INC. CROSS-REFERENCE SHEET PURSUANT TO ITEM 501(B) OF REGULATION S-K
ITEM NUMBER AND CAPTION IN FORM S-1 LOCATION OR CAPTION IN PROSPECTUS -------------------------- --------------------------------- 1. Forepart of the Registration Statement and Outside Front Forepart of Registration Statement and Cover Page of Prospectus...... Outside Front Cover Page of Prospectus 2. Inside Front and Outside Back Cover Pages of Inside Front Cover Page of Prospectus; Prospectus.................... Table of Contents; Additional Information 3. Summary Information, Risk Fac- tors and Ratio of Earnings to Prospectus Summary; Risk Factors Fixed Charges................. 4. Use of Proceeds................ Use of Proceeds 5. Determination of Offering Underwriting Price......................... 6. Dilution....................... Dilution 7. Selling Security Holders....... * 8. Plan of Distribution........... Underwriting 9. Description of Securities to be Description of Company's Securities Registered.................... 10. Interests of Named Experts and * Counsel....................... 11. Information with Respect to the Outside Front Cover Page of Prospectus; Registrant.................... Prospectus Summary; Risk Factors; Price Range of Common Stock and Dividend Policy; Dilution; Capitalization; Selected Consolidated Financial Data; Management's Discussion and Analysis of Financial Condition and Results of Operations; Business and Properties; Management; Principal Stockholders; Legal Matters; Change of Accountants; Experts; Consolidated Financial Statements 12. Disclosure of Commission Posi- tion on Indemnification for * Securities Act Liabilities....
- -------- * Omitted from the Prospectus because item is inapplicable. ++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++ +INFORMATION CONTAINED HEREIN IS SUBJECT TO COMPLETION OR AMENDMENT. A + +REGISTRATION STATEMENT RELATING TO THESE SECURITIES HAS BEEN FILED WITH THE + +SECURITIES AND EXCHANGE COMMISSION. THESE SECURITIES MAY NOT BE SOLD NOR MAY + +OFFERS TO BUY BE ACCEPTED PRIOR TO THE TIME THE REGISTRATION STATEMENT + +BECOMES EFFECTIVE. THIS PROSPECTUS SHALL NOT CONSTITUTE AN OFFER TO SELL OR + +THE SOLICITATION OF AN OFFER TO BUY NOR SHALL THERE BE ANY SALE OF THESE + +SECURITIES IN ANY STATE IN WHICH SUCH OFFER, SOLICITATION OR SALE WOULD BE + +UNLAWFUL PRIOR TO REGISTRATION OR QUALIFICATION UNDER THE SECURITIES LAWS OF + +ANY SUCH STATE. + ++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++ SUBJECT TO COMPLETION, DATED , 1997 PROSPECTUS 2,000,000 SHARES ZYDECO ENERGY, INC. COMMON STOCK ----------- All of the 2,000,000 shares (the "Shares") of common stock, par value $0.001 per share (the "Common Stock"), offered hereby are being sold by Zydeco Energy, Inc. ("Zydeco" or the "Company"). Since December 21, 1995, the Common Stock has been included on The Nasdaq Stock Market's SmallCap Market (the "Nasdaq SmallCap Market") under the trading symbol "ZNRG." From December 21, 1993 until December 21, 1995, the Common Stock was quoted on the OTC Bulletin Board under the symbol "TNER." As of July 1, 1997, the last reported sale price for the Common Stock was $5.41 per share. See "Price Range of Common Stock." ----------- THE SHARES OFFERED HEREBY INVOLVE A HIGH DEGREE OF RISK. SEE "RISK FACTORS" BEGINNING ON PAGE 8 OF THIS PROSPECTUS. ----------- THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION NOR HAS THE SECURITIES AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION PASSED UPON THE ACCURACY OR ADEQUACY OF THIS PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE. - -------------------------------------------------------------------------------- - --------------------------------------------------------------------------------
UNDERWRITING PRICE TO DISCOUNTS AND PROCEEDS TO PUBLIC COMMISSIONS(1) COMPANY(2) - ------------------------------------------------------------------------------- Per Share....................... $ $ $ - ------------------------------------------------------------------------------- Total(3)........................ $ $ $ - -------------------------------------------------------------------------------
- -------------------------------------------------------------------------------- (1) The Company has agreed to indemnify the several Underwriters against certain liabilities, including liabilities under the Securities Act of 1933, as amended. See "Underwriting." (2) Before deducting expenses of the offering payable by the Company estimated to be $ . (3) The Company has granted the Underwriters a 30-day option to purchase up to an aggregate of 300,000 additional shares of Common Stock on the same terms and conditions as the Shares offered hereby solely to cover over- allotments, if any. If the Underwriters exercise this option in full, the total Price to Public, Underwriting Discounts and Commissions and Proceeds to Company will be $ , $ and $ , respectively. See "Underwriting." The Shares offered hereby are offered by the Underwriters, subject to prior sale when, as and if delivered to and accepted by the Underwriters and subject to certain other conditions. The Underwriters reserve the right to withdraw, cancel or modify such offer and to reject orders in whole or in part. It is expected that delivery of the certificates representing the Shares will be made at the offices of Brean Murray & Co., Inc. in New York, New York on or about , 1997. ----------- BREAN MURRAY & CO., INC. ----------- The date of this Prospectus is , 1997. [Graphic--Map of Louisiana Transition Zone indicating location of the Company's West Cameron Seismic Project.] [Graphic--Seismic Image] High resolution 3D image from seismic data over Cameron Parish, Louisiana at depths ranging from 8,000 feet to 25,000 feet. The image was processed with Zydeco Energy's Wavefield Imaging Technology with a 220 x 220 foot input spacing that yielded an image with a 55 x 55 foot output spacing; included are the interpreted geologic structures, faults and stratigraphic features correlated with known well control information. ---------------- IN CONNECTION WITH THIS OFFERING THE UNDERWRITERS MAY OVER-ALLOT OR ENGAGE IN TRANSACTIONS THAT STABILIZE, MAINTAIN OR OTHERWISE AFFECT THE MARKET PRICE OF THE COMMON STOCK OF THE COMPANY, INCLUDING STABILIZING, SYNDICATE SHORT COVERING AND PENALTY BID TRANSACTIONS. SUCH TRANSACTIONS MAY BE EFFECTED THROUGH THE NASDAQ SMALLCAP MARKET OR OTHERWISE. SUCH STABILIZING, IF COMMENCED, MAY BE DISCONTINUED AT ANY TIME. SEE "UNDERWRITING." IN CONNECTION WITH THIS OFFERING, CERTAIN UNDERWRITERS MAY ENGAGE IN PASSIVE MARKET MAKING TRANSACTIONS IN THE COMMON SHARES ON THE NASDAQ SMALLCAP MARKET IN ACCORDANCE WITH RULE 103 OF REGULATION M. SEE "UNDERWRITING." 2 TABLE OF CONTENTS
PAGE ---- Prospectus Summary................................................... 4 Risk Factors......................................................... 8 Use of Proceeds...................................................... 14 Price Range of Common Stock and Dividend Policy...................... 15 Capitalization....................................................... 16 Dilution............................................................. 17 Selected Consolidated Financial Data................................. 18 Management's Discussion and Analysis of Financial Condition and Results of Operations............................................... 19 Business and Properties.............................................. 25 Management........................................................... 39 Description of Company's Securities.................................. 48 Principal Stockholders............................................... 50 Underwriting......................................................... 51 Legal Matters........................................................ 52 Change of Accountants................................................ 52 Experts.............................................................. 52 Available Information................................................ 53 Glossary of Certain Industry Terms................................... 54 Index to Consolidated Financial Statements........................... F-1
---------------- No dealer, sales representative or any other person has been authorized to give any information or to make any representations in connection with this offer other than those contained in this Prospectus, and, if given or made, such information or representations must not be relied upon as having been authorized by the Company or the Underwriters. This Prospectus does not constitute an offer to sell or a solicitation of an offer to buy any security other than in connection with the offer made by this Prospectus, nor does it constitute an offer to sell or a solicitation of any offer made by this Prospectus, nor does it constitute an offer to sell or a solicitation of any offer to buy the Common Shares offered hereby in any jurisdiction in which such an offer or solicitation is not authorized, or in which the person making such offer or solicitation is not qualified to do so, or to any person to whom it is unlawful to make such offer or solicitation. Neither the delivery of this Prospectus nor any sale made hereunder shall, under any circumstances, create any implication that the information contained herein is correct as of any time subsequent to its date. 3 PROSPECTUS SUMMARY The following is a summary of certain significant matters discussed elsewhere in this document. This Summary is qualified in its entirety by reference to the more detailed information appearing elsewhere in this Prospectus including information under "Risk Factors." Prospective investors are urged to read the entire Prospectus. Certain terms used in this Summary and elsewhere in this Prospectus are used as defined in the Summary or elsewhere in this Prospectus. See the "Glossary of Certain Industry Terms" appearing at the end of this Prospectus for the definitions of certain terms used herein. Unless otherwise indicated, all information contained in this Prospectus assumes that the Underwriters' over-allotment option as described in "Underwriting" is not exercised. The "Company" means Zydeco Energy Inc. and its wholly-owned subsidiaries, Zydeco Exploration Inc. and Wavefield Image, Inc., and, unless the context otherwise requires, such subsidiaries are also included in the description of the Company. The Shares offered hereby involve a high degree of risk and investors should carefully consider information set forth in "Risk Factors." THE COMPANY Zydeco Energy, Inc. ("Zydeco" or the "Company") is an independent energy company engaged in the exploration for oil and gas in areas utilizing advanced 3D seismic and computer aided exploration ("CAEX") techniques. The Company believes it is one of the few independent exploration companies with comprehensive in-house technology and expertise enabling it to use the most recent advances in such 3D seismic and CAEX technology. Zydeco's geophysicists design the seismic data acquisition survey, manage the acquisition of seismic data and process and interpret the resulting data. The Company believes that its technology and expertise enable it to acquire and analyze seismic data efficiently over large geographical areas. The Company attempts to concentrate its efforts in areas previously unexplored with advanced 3D seismic technology. Based upon analysis of processed data, Zydeco personnel identify and rank potential oil and gas prospects for leasehold acquisition. The Company intends to enter into agreements with experienced industry partners for the development of such prospects and retain significant non-operating production interests in those prospects. Zydeco's present exploration efforts are focused in the Louisiana Transition Zone, the region of land and shallow water extending several miles both onshore and offshore from the coastline of Louisiana. The Louisiana Transition Zone is part of a geologically complex trend in which large oil and natural gas reserves have been discovered and produced. However, the Company believes that the Louisiana Transition Zone has historically been underexplored with 3D seismic techniques relative to nearby and geologically related deeper waters and lands inland from the coastline, primarily due to characteristics that make seismic data acquisition difficult and expensive. The Company believes that the comparatively low levels of 3D seismic exploration in the Louisiana Transition Zone provide significant opportunities for prospect identification in a region with prolific historical oil and gas production. The Company's three senior executives have an average of 29 years experience in the oil and gas exploration business. In addition, the Company has assembled an experienced exploration team of geophysicists and geologists with substantial industry experience in exploration and advanced seismic technology and analysis. This team has successfully assembled an integrated hardware and software seismic processing system which allows the Company to capitalize on the most recent developments in 3D seismic and CAEX technology. These recent developments include a processing technique initially licensed and recently acquired by the Company ("Wavefield Imaging Technology") which substantially reduces the cost of seismic data acquisition for certain surveys while improving the resolution of the subsurface image. The Company recently acquired Wavefield Image, Inc. ("Wavefield"), the owner and licensor of the Wavefield Imaging Technology. On July 3, 1997, the Company received notice that a patent application in respect of Wavefield Imaging Technology has been allowed for patent issuance by the United States Patent and Trademark Office. The Company expects that the patent will be issued in a few months. The Company's primary objective is to discover and develop oil and gas reserves and increase cash flow through exploration, prospect identification and participation in projects to develop such prospects. Key elements of the Company's strategy include: (i) focusing its efforts in geologic areas that it believes are seismically underexplored and have the potential for substantial oil and gas reserves; (ii) continuing to develop and apply its advanced in- house 4 3D seismic technology and expertise; and (iii) pursuing joint ventures with industry partners to drill and develop producing properties from such prospects. To date, the Company has not generated net income primarily because of the significance and timing of its exploration expenditures and the substantial investments in advanced supercomputing processors and software required to keep pace with the most recent advances in CAEX technologies. In August 1996, the Company commenced an extensive 3D seismic exploration program in a part of the Louisiana Transition Zone in western Cameron Parish, Louisiana (the "West Cameron Seismic Project") utilizing the Wavefield Imaging Technology. As of July 1, 1997, the Company had acquired seismic permits and exclusive seismic options on approximately 151,000 contiguous acres onshore and in state and federal waters, including 51,000 acres with respect to which the Company has an exclusive seismic permit and 36,000 acres with respect to which the Company has lease options. As of July 1, 1997, seismic data acquisition has been completed over approximately 90% of the West Cameron Seismic Project acreage. The Company presently expects to complete data acquisition in the summer of 1997 and commence lease acquisition for identified prospects in late 1997. While the Company believes the preliminary analysis of the data acquired from the West Cameron Seismic Project is promising for prospect identification, no assurances can be made as to the results of further processing and analysis of such data or as to the existence of recoverable hydrocarbons on the West Cameron Seismic Project acreage. No assurances can be made as to the existence of recoverable hydrocarbons on the West Cameron Seismic Project acreage or in any other areas in which the Company explores. The Company is financing the West Cameron Seismic Project in part through an exploration agreement (the "Cheniere Exploration Agreement") with Cheniere Energy Operating Co., Inc. ("Cheniere"). Pursuant to the Cheniere Exploration Agreement, Cheniere agreed to pay for all of the costs of permits, options and seismic data acquisition and processing for the West Cameron Seismic Project up to a maximum of $13.5 million, plus 50% of such costs in excess of $13.5 million, in exchange for an interest of up to 50% in the West Cameron Seismic Project. As of July 1, 1997, Cheniere had paid $12.0 million. Under the terms of the Cheniere Exploration Agreement, Cheniere may elect to cease payment of costs at any time, in which case its interest in the West Cameron Seismic Project would be proportionately reduced. In addition to its interests in the West Cameron Seismic Project, the Company has identified a number of other potential prospects in the Louisiana Transition Zone, most of which were identified prior to conducting any 3D seismic surveys. As of March 31, 1997, the Company held oil and gas leases covering approximately 21,480 gross acres (11,326 net acres) in Louisiana State and Federal waters. Approximately two-thirds of these potential prospects are owned equally by Fortune Petroleum Corp. ("Fortune") pursuant to an agreement (the "Fortune Exploration Agreement") between the Company and Fortune. In June 1997, Fortune exercised its right under the Fortune Exploration Agreement to have returned to it $2.2 million in unexpended funds which it had previously advanced to the Company to cover anticipated lease acquisition and exploration expenses relating to the co-owned prospects. Although the Company plans to pursue further evaluation of certain of these potential prospects, including the possible sale of some of these prospects, there can be no assurance that any of the potential prospects will be drilled or will contain any commercially recoverable amounts of oil and gas. The Company's principal offices are located at Two Allen Center, 1200 Smith Street, Suite 1710, Houston Texas 77002. Its telephone number is (713) 659- 2222. THE OFFERING Common Stock Offered by the Company......................... 2,000,000 shares Common Stock Outstanding after the Offering(1)................. 8,707,098 shares Use of Proceeds.................. To finance leasehold acquisition costs, seismic data acquisition costs, and processing and analysis costs principally in respect of the Company's West Cameron Seismic Project, drilling participation costs, and, to a lesser extent, for general corporate purposes, including working capital. Nasdaq SmallCap Market Symbol.... "ZNRG"
- -------- (1) Excludes 5,885,799 shares issuable upon exercise of outstanding options, unit options and warrants. See "Capitalization." 5 SUMMARY CONSOLIDATED FINANCIAL AND OPERATING DATA (1) (DOLLARS IN THOUSANDS, EXCEPT PER SHARE AND SALES PRICE DATA)
PERIOD FROM INCEPTION (MARCH 17, THREE MONTHS YEAR ENDED 1994) ENDED MARCH 31, DECEMBER 31, THROUGH -------------------- -------------------- DECEMBER 31, 1997 1996 1996 1995 1994 --------- --------- --------- --------- ------------ CONSOLIDATED STATEMENT OF OPERATIONS DATA: Operating revenues...... $ 374 $ 252 $ 1,470 $ 587 $ -- Operating expenses...... 991 713 3,577 1,737 110 --------- --------- --------- --------- --------- Operating loss.......... (617) (461) (2,107) (1,150) (110) Other income (expense).. 51 72 249 (24) (23) --------- --------- --------- --------- --------- Net loss................ $ (566) $ (389) $ (1,858) $ (1,174) $ (133) ========= ========= ========= ========= ========= Net loss per share of Common Stock and Common Stock equivalent ...... $ (0.09) $ (0.07) $ (0.30) $ (0.30) $ (0.03) ========= ========= ========= ========= ========= Weighted average shares of Common Stock and Common Stock equivalents outstanding............ 6,593,648 5,799,117 6,168,798 3,906,706 4,468,777 ========= ========= ========= ========= =========
AT MARCH 31, 1997 -------------------- ACTUAL AS ADJUSTED(2) ------ ------------- CONSOLIDATED BALANCE SHEET DATA: Cash, cash equivalents and marketable securities.......... $7,645 $17,280 Working capital........................................... 4,149 13,784 Total assets.............................................. 9,539 19,174 Stockholders' equity...................................... 5,774 15,409
PERIOD FROM INCEPTION THREE MONTHS (MARCH 17, ENDED MARCH YEAR ENDED 1994) 31, DECEMBER 31, THROUGH -------------- -------------- DECEMBER 31, 1997 1996 1996 1995 1994 ------- ------ ------- ------ ------------ OPERATING DATA: Production: Oil (Bbls)......................... 3,280 3,481 20,186 1,118 -- Natural gas (Mcf).................. 103,241 74,278 372,678 84,546 -- Average sales prices: Oil ( per Bbl)..................... $ 23.37 $19.64 $ 22.39 $18.37 $-- Natural gas ( per Mcf)............. $ 2.88 $ 2.47 $ 2.60 $ 1.76 $--
- -------- (1) On December 20, 1995, TN Acquisition Corp. ("TN Acquisition"), a wholly- owned subsidiary of the Company, merged with and into Zydeco Exploration, Inc. ("Zydeco Exploration") in a reverse triangular merger (the "Merger"). As a result, Zydeco Exploration became a wholly-owned subsidiary of the Company and the Company, formerly known as "TN Energy Services Acquisition Corp." changed its name to "Zydeco Energy, Inc." Under accounting rules applicable to the Merger, the historical financial statements of Zydeco Exploration became the historical financial statements of the Company. For the years ended December 31, 1996 and 1995 and the period from Inception (March 17, 1994) through December 31, 1994, the historical financial data has been derived from financial statements audited by independent public accountants as indicated in their report included in this Prospectus. The financial data set forth above should be read in conjunction with the consolidated financial statements of the Company together with the related notes thereto included elsewhere herein and "Management's Discussion and Analysis of Financial Condition and Results of Operations." (2) Adjusted to reflect the sale of 2,000,000 Shares offered hereby at an assumed offering price of $5.41 per share after deducting underwriting discounts and commissions and estimated offering expenses and the application of the estimated net proceeds therefrom. See "Use of Proceeds" and "Capitalization." 6 SUMMARY OIL AND GAS RESERVE INFORMATION The following table sets forth summary information with respect to the Company's estimated proved oil and gas reserves as of December 31, 1996. The reserve and present value data as of December 31, 1996 have been prepared by Ryder Scott Company Petroleum Engineers, independent petroleum engineering consultants. For additional information relating to the Company's proved reserves, see "Business and Properties--Oil and Gas Reserves."
RESERVES ------------------ PROVED TOTAL DEVELOPED PROVED --------- -------- Oil (Bbls)............................................. 10,052 10,052 Natural gas (Mcf)...................................... 243,000 243,000 Net equivalent Mcf's................................... 303,312 303,312 Present value of estimated future net cash flows, discounted at 10%...................................... $999,818 $999,818
7 RISK FACTORS Statements contained in this Prospectus concerning expected results or estimates of future capital expenditures, production volumes, reserve volumes, reserve values, number of development and exploration projects, total assets, cash flow and earnings are forward-looking statements. When used in this Prospectus the words "expect," "estimate," "project" and similar expressions are also intended to identify forward-looking statements. All such statements are based on assumptions concerning, among other things, the timing and completion of projects, commodity prices, recompletion and drilling results, lease operating expenses, administrative expenses, interest, and other financing costs that management believes are reasonable based on currently available information. The Company's assumptions and the Company's actual future performance, however, are both subject to a wide range of business risks and there is no assurance that these goals and projections can or will be met. The securities offered hereby involve a high degree of risk. Each prospective investor should carefully consider, among other factors, the following risks inherent in, and affecting the business of the Company and the securities offered hereby before making an investment decision. Some of these risks are described in summary form below. Investors should read the section or sections of this Prospectus cross-referenced below for a more complete discussion of certain of these risks. LIMITED OPERATING HISTORY AND SIGNIFICANT HISTORICAL OPERATING LOSSES The Company has a limited operating history. Potential investors, therefore, have limited historical financial and operating information upon which to base an evaluation of the Company's performance and an investment in the Shares. The Company's potential must be considered in light of the risks, expenses and difficulties frequently experienced by companies in the early stages of their development. As a result of operating expenses, the Company has incurred significant operating and net losses to date. Net losses for the period from inception on March 17, 1994 through December 31, 1994, and for the years ended December 31, 1995 and 1996 were approximately $0.1 million, $1.2 million and $1.9 million respectively. Net loss for the three month period ended March 31, 1997 was approximately $0.6 million. At March 31, 1997, the Company had accumulated a deficit of $3.7 million. The Company's future financial results will depend primarily on its ability to locate hydrocarbons economically in commercial quantities, to identify drillable prospects that result in profitable productive wells and on the market prices for oil and gas. There can be no assurance that the Company will achieve or sustain profitability or positive cash flows from operating activities in the future. See "Management's Discussion and Analysis of Financial Condition and Results of Operations." NEED FOR ADDITIONAL FINANCING Most of the Company's operations are in the early stages of oil and gas exploration. The Company's operations have not generated and, in the near future, are not expected to generate, cash flows sufficient to fund operations and exploration expenditures. Accordingly, the Company expects that it will need substantial additional capital in order to sustain operations, to fund anticipated expenditures for the acquisition of additional oil and gas leases and to drill wells on the Company's prospects, if any. The Company incurred capital expenditures of $11.2 million (including exploration costs of approximately $1.8 million) in the six months ended June 30, 1997 and plans to incur capital expenditures of approximately $4.5 million (including exploration costs of approximately $2.7 million) in the remaining two quarters of 1997. Management believes that the Company will have sufficient cash, including the net proceeds of the offering made by this Prospectus (the "Offering"), to fund planned expenditures to January 1, 1999. Additional capital may be secured from a combination of funding sources that may include borrowings from financial institutions, joint venture partnerships, vendor financings, production payment financings, debt offerings, or additional offerings of the Company's stock. The timing and extent of the need for additional financing will depend, in part, on whether Cheniere elects to continue to provide funds pursuant to the Cheniere Exploration Agreement. The Company's ability to access additional capital will depend on its success in acquiring and developing oil and gas exploration prospects with commercial oil and gas reserve potential and on the productivity of the oil and gas leases which the Company owns, or controls or acquires in the future. The Company's ability to meet its needs for additional financing will also depend on the 8 status of various capital markets and industry conditions at the time such additional capital is sought. There is no assurance that capital will be available to the Company from any source or that, if available, it will be on terms acceptable to the Company. There can be no assurance that the Company will be able to generate or raise sufficient capital to enable it to realize fully all of its strategic objectives. Should sufficient financing not be available because costs are higher than estimated, a partner on a project fails to meet its financing obligations or otherwise, the development and exploration of any prospect developed by the Company would be delayed or possibly lost and, accordingly, the implementation of the Company's business strategy could be adversely affected. See "Management's Discussion and Analysis of Financial Condition and Results of Operations" and "Business and Properties--Strategy." OIL AND GAS INDUSTRY CONDITIONS AND PRICE VOLATILITY As an independent energy company, the Company's revenues and profits will be substantially dependent on the oil and gas industry in general and the prevailing prices for oil and gas in particular. Historically, the markets for oil and gas have been volatile and are likely to continue to be volatile in the future. Prices for oil and gas are subject to wide fluctuations in response to small changes in supply of and demand for oil and gas, market uncertainty and a variety of additional factors that are beyond the control of the Company. These factors include political conditions in the Middle East, the domestic and foreign supply of oil and gas, the price of foreign imports, the level of consumer demand, weather conditions, domestic and foreign government regulations, the price and availability of alternative fuels and overall economic conditions. It is impossible to predict future oil and gas price movements with any certainty. Declines in oil and gas prices would adversely affect the Company's cash flow, liquidity and profitability, and will reduce the amount of the Company's oil and gas reserves that can be economically produced or make some potential prospects uneconomical to develop. In addition, various factors, including the availability and capacity of gas gathering systems and pipelines, the effect of federal regulations on production and transportation, general economic conditions and changes in supply and demand, may materially adversely affect the Company's ability to market its oil and gas production. See "Business and Properties--Competition and Markets" and "--Governmental Regulation." RELIANCE ON TECHNOLOGY The Company uses its recently developed Wavefield Imaging Technology to gather and analyze the seismic data it acquires. The Company has recently acquired Wavefield, the owner of the Wavefield Imaging Technology. The Wavefield Imaging Technology has not yet been used to identify a prospect which was then drilled and shown to have proved reserves. On July 3, 1997, the Company received notice that a patent application in respect of the Wavefield Imaging Technology has been allowed for patent issuance by the United States Patent and Trademark Office. The Company expects that the patent will be issued in a few months. Prior to the acquisition, Wavefield granted licenses for the Wavefield Imaging Technology to one major oil company and one foreign company and offered a license to another foreign company. A number of other companies are engaged in the research and development of seismic acquisition and analysis technology. In the future, such companies may develop more advanced seismic imaging and analysis technology which could be made available to the Company's competitors, but may not be made available to the Company. If the Company is unable to utilize the most advanced commercially available technology, the Company's business, financial condition and results of operations could be materially and adversely affected. See "Business and Properties--Technology." DEPENDENCE UPON SUCCESSFUL IDENTIFICATION OF PROSPECTS The Company will, for the near future, dedicate substantial capital resources to identifying and developing potential prospects on existing or future acquired leases utilizing its enhanced 3D seismic technology. A significant investment will be required to obtain, process and interpret the additional geophysical and geological data necessary to complete this analysis, particularly with respect to the West Cameron Seismic Project. There 9 can be no assurance that after such expenditures the Company will identify any prospects suitable for drilling on its current leases or on future acquired leases. Because of the inherent uncertainties in developing specific exploratory prospects pursuant to this analysis, there is also no assurance as to the timing or amount of drilling operations that the Company may undertake. The inability to identify sufficient prospects suitable for drilling will have a material adverse effect on the Company's business, financial position and results of operations. See "Business and Properties." DEPENDENCE UPON SUCCESSFUL LEASE ACQUISITION ACTIVITIES If the Company identifies areas with significant potential for oil and gas reserves, the success of the Company's business plan will be dependent upon the successful acquisition of leasehold or other drilling rights in the identified properties. Governmental entities generally award oil and gas leases on a competitive bidding basis. For example, while the Company has retained the exclusive right to nominate for bid any acreage covered by its state waters seismic permit relating to the West Cameron Seismic Project until February 1998, the bidding for such acreage will be competitive. The acquisition of onshore oil and gas leaseholds and related seismic rights is often extremely competitive. The Company expects that other major and independent oil and gas companies having financial resources significantly greater than those of the Company will compete with the Company for the acquisition of oil and gas leases in areas targeted by the Company. Accordingly, there can be no assurance that the Company will be successful in acquiring any leases on which it bids even after incurring significant expenditures. See "Business and Properties." EXPLORATION AND OPERATING RISKS OF OIL AND GAS OPERATIONS The Company's oil and gas operations are subject to all of the risks and hazards typically associated with the exploration for, and the development and production of, oil and gas in the Louisiana Transition Zone and any other areas in which the Company may conduct such activities. Risks in exploratory drilling include the risk that no commercially productive oil and gas reservoirs will be encountered. Risks in exploration also include liability to landowners for damage caused by seismic charges and delays due to weather and sea conditions. The cost of drilling, completing and operating wells is often uncertain and drilling operations may be curtailed, delayed or canceled as a result of a variety of factors including unexpected formation and drilling conditions, pressure or other irregularities in formations, equipment failures or accidents and delays in the delivery of equipment. Risks in drilling operations also include blowouts, oil spills, fires and offshore risks such as capsizing, collision, hurricanes and other adverse weather and sea conditions. Such risks can result in personal injury, loss of life, substantial damage to or destruction of oil and gas wells, platforms, production facilities or other property, suspension of operations and liabilities to third parties, any or all of which could adversely affect the Company. The Company's operations could also result in liability for oil spills, discharge of hazardous materials, other environmental damages and other property damage. In accordance with customary industry practices, the Company intends to maintain insurance against some, but not all, of such risks and some, but not all, of such losses. There can be no assurance, however, that any insurance coverage the Company intends to carry will be available to the Company when applied for or, if available and carried, will be adequate to cover the Company's liability in all circumstances. See "Business and Properties--Operational Risks and Insurance." The occurrence of an event not fully covered by insurance could have a material and adverse effect on the financial position and results of operations of the Company. In addition, the Company may be liable for environmental damages caused by previous owners of any property which may be purchased by the Company, which liabilities would not be covered by insurance. See "Business and Properties--Governmental Regulation." Most of the oil and gas leases the Company has acquired or currently expects to acquire are or will be located offshore in water depths of less than 130 feet. Drilling operations offshore in such water depths are by their nature more remote, exposed and, consequently, more susceptible to the risks described above. COMPETITION The exploration for and production of oil and gas are highly competitive. Many companies and individuals are engaged in the business of exploring for, acquiring interests in and developing onshore and near onshore oil and gas properties in the United States. The Company competes with major and independent oil and gas 10 companies for the acquisition of oil and gas leases and producing properties as well as for the capital, equipment and experienced labor required to locate, develop and operate such properties. Many of these competitors have financial, technical, human and other resources substantially greater than those of the Company. Such competitive disadvantages could affect the Company's ability to successfully identify, obtain rights to, and develop prospects. See "Business and Properties--Competition and Markets" FLUCTUATIONS IN QUARTERLY OPERATING RESULTS The Company may experience significant fluctuations in its quarterly operating results. The Company's future operating results are dependent upon a number of factors, including, but not limited to, the success of the exploration and drilling activities of the Company and its industry partners, the timing of the expenses incurred for such activities, the demand for oil and gas and economic conditions, both generally and in the oil and gas industry. In particular, a dry hole or failure to obtain a lease for a prospect on which the Company has incurred substantial exploration costs could have an almost immediate impact on the Company's business, financial condition and results of operations. See "Management's Discussion and Analysis of Financial Condition and Results of Operation." CONFLICTS OF INTEREST Certain of the Company's officers, directors, employees and stockholders own working and overriding royalty interests in leases owned by the Company or that adjoin, or are in the vicinity of, some of the potential prospects described herein. Such officers, directors, employees and stockholders will continue to conduct operations on such leases, including, without limitation, acquiring or shooting, processing and/or reprocessing seismic data, remediating or recompleting existing wells and/or the drilling of new wells. Hence, a conflict of interest may exist if the Company proposes to drill or farmout for the drilling of a well or wells upon leases it currently owns and leases immediately offsetting the leases owned by its officers, directors, employees or stockholders. Certain members of the Company's management team are also investors, executive officers and/or directors of other small privately owned independent oil companies with limited operations. Though these members of the Company's management team intend to spend the substantial majority of their business time managing the affairs of the Company, there may be a conflict of interest in the apportionment of management time between the business matters of the Company and any other positions they hold. Company transactions with related parties have been and will be subject to the approval of the independent directors. See "Management--Conflicts of Interest." DEPENDENCE ON MANAGEMENT AND KEY PERSONNEL The Company believes that its success will be highly dependent upon its continued ability to attract and retain skilled senior management and key personnel, including Sam B. Myers, Jr., Chairman and Chief Executive Officer, Edward R. Prince, Jr., Vice Chairman, John O. Smith, President and Chief Operating Officer and Norman S. Neidell, Vice President--Innovation, and skilled exploration personnel. Furthermore, due to the recent increase in exploration activity in the Gulf Coast, it is becoming increasingly more difficult to attract and retain experienced and skilled exploration personnel. Although the Company's employees intend to devote substantially all of their time to the Company, they may devote a minor portion of their business time to other business ventures. In the event that the Company loses the services of any of its key personnel, there could be a material adverse effect on the Company's business and prospects. The Company has not entered into employment agreements with any of the foregoing individuals (other than Dr. Neidell), or obtained key-man insurance on any officers or employees of the Company. The Company does have employment agreements with three of its other employees. See "Management." COMPLIANCE WITH GOVERNMENTAL REGULATIONS The Company's business is regulated by certain federal, state and local laws and regulations relating to the development, production, marketing and transportation of oil, gas and related products as well as certain environmental and safety matters. These laws may be changed from time to time in response to economic or 11 political conditions. Matters subject to regulation include permits for drilling operations, drilling and abandonment bonds, reports concerning operations, the spacing of wells, unitization and forced pooling of properties and taxation. From time to time, regulatory agencies have imposed price controls and limitations on production by restricting the rate of flow of oil and gas wells below actual production capacity in order to conserve supplies of oil and gas. In addition, the production, handling, storage, transportation and disposal of oil and gas, by-products therefrom and other substances and materials produced or used in connection with oil and gas operations are subject to regulation under federal, state and local laws and regulations primarily relating to the protection of human health and the environment. These laws and regulations have imposed increasingly strict requirements for water and air pollution control and solid waste management. The Company believes the trend of more expansive and stricter environmental legislation and regulations will continue and such legislation may result in increasing costs to the Company in the future. Amendments to laws regulating the disposal of oil and gas exploration and production wastes have been considered by Congress and may be adopted. Moreover, new and additional taxes have been proposed on energy consumption in the form of a BTU tax or a gasoline tax. Any new legislation or taxes, if enacted, could have a significant adverse impact on the Company's operating costs. See "Business and Properties--Governmental Regulation." UNCERTAINTY OF ESTIMATES OF OIL AND GAS RESERVES There are numerous uncertainties inherent in estimating oil and gas reserves and in projecting future rates of production. Petroleum engineering is a subjective process of estimating underground accumulations of oil and gas that cannot be measured in an exact manner. Estimates of economically recoverable oil and gas reserves and of future net cash flows depend upon a number of variable factors and assumptions, such as historical production from the area compared with production from other producing areas, the assumed effects of regulations by governmental agencies, and assumptions concerning future oil and gas prices, future operating costs, severance and excise taxes, development costs, and workover and remedial costs, all which may vary considerably from actual results. For these reasons, estimates of the economically recoverable quantities of oil and gas attributable to any particular group of properties, classifications of such reserves based on risk of recovery and estimates of the future net cash flows, expected therefrom prepared by different engineers or by the same engineers at different times may vary substantially. Actual production, revenues and expenditures with respect to the Company's reserves will likely vary from estimates, and such variances may be material. See "Business and Properties--Oil and Gas Reserves." SHARES ELIGIBLE FOR FUTURE SALES; POTENTIAL ADVERSE EFFECT ON MARKET PRICE AND DILUTION FROM EXERCISE OF WARRANTS AND OPTIONS The Company's Certificate of Incorporation authorizes the issuance of 50,000,000 shares of Common Stock, of which 8,707,098 shares would be outstanding as of the date of this Prospectus after giving effect to completion of the Offering. In addition, as of the date of this Prospectus, the Company had outstanding (i) unit options and warrants to acquire 4,005,668 shares of Common Stock exercisable at an average price of $5.50 per share; (ii) options to acquire 993,131 shares of Common Stock at an average price of $1.60 per share, granted by Zydeco Exploration to its employees and assumed by the Company; and (iii) 995,000 shares eligible for issuance pursuant to the Company's 1996 Incentive Equity Plan and the Company's 1996 Non-employee Directors Stock Option Plan, of which options for the purchase of 887,000 shares have been granted and currently remain outstanding as of the date of this Prospectus and are exercisable at an average price of $5.92 per share. See "Description of the Company's Securities." Most of the shares issuable upon the exercise of outstanding options and warrants will become immediately available for resale in the public market. In addition, the Company expects to issue 150,000 additional shares to the shareholders of Wavefield pursurant to the issuance of a patent of the Wavefield Imaging Technology. See "Business and Properties--Technology." The Company and its officers, directors and certain stockholders have agreed to not offer, sell, grant any option (except pursuant to stock option plans) to purchase or otherwise dispose of a total of 4,436,470 shares held by such parties during the 180 days following the sale of the shares being offered hereby without the prior consent of Brean Murray & Co., Inc. See "Underwriting" and "Principal Stockholders." Sales of substantial numbers of such shares in the public market could adversely affect the market price of the Common Stock. 12 STOCK PRICE VOLATILITY; LIMITED MARKET FOR THE COMPANY'S COMMON STOCK Factors such as announcements of technological innovations by the Company or its competitors, as well as market conditions generally or in the oil and gas industry, or changes in earnings estimates by securities analysts may cause the market price of the Common Stock to fluctuate significantly. In addition, the stock market in recent years has experienced significant price and volume fluctuations which have particularly affected the market prices of equity securities of many high technology and oil and gas exploration companies and which often have been unrelated to the operating performance of such companies. These market fluctuations may adversely affect the price of the Common Stock. See "Price Range of Common Stock and Dividend Policy." In addition, although the Common Stock is listed on the Nasdaq SmallCap Market, the public market for the Common Stock has been relatively small. Stocks with small markets and limited liquidity may experience fluctuations in their prices due to imbalances between orders to buy and orders to sell the stock. There can be no assurance as to when an active public market for the Common Stock will develop, if at all. If, during the time in which the Common Stock is quoted on the Nasdaq SmallCap Market, the Common Stock in any transaction is priced below $5.00 per share, trading of the Common Stock may become subject to federal regulations governing "penny stocks" (the "Penny Stock Rules"). Application of the Penny Stock Rules may make it more difficult for brokers to sell the Common Stock, and purchasers of the Common Stock offered hereby may have difficulty in selling their shares in the future in the secondary trading market. POTENTIAL ADVERSE IMPACT OF ANTI-TAKEOVER PROVISIONS The Company's Certificate of Incorporation and Bylaws and the provisions of Delaware General Corporation Law contain provisions which may be deemed to have the effect of discouraging a third party from pursuing a non-negotiated takeover of the Company because they have the effect of delaying, deterring or preventing a change in control of the Company. The Company's Certificate of Incorporation authorizes the issuance of "blank check" preferred stock with such rights and preferences as may be determined from time to time by the Board of Directors without stockholder approval. In the event of issuance, the preferred stock could be used, under certain circumstances, to discourage, delay or prevent a change in control of the Company even though such an attempt might be economically beneficial to the stockholders of the Company. Such provisions may have an adverse impact on the price of the securities of the Company that are traded in the public market. See "Description of Company's Securities." 13 USE OF PROCEEDS The net proceeds to the Company from the sale of the 2,000,000 Shares offered hereby are estimated to be approximately $9,634,600, ($11,143,990 if the Underwriters' over-allotment option is exercised in full) based on an assumed public offering price of $5.41 per share, after deducting underwriting discounts and commissions and estimated offering expenses payable by the Company. The Company currently intends to use such net proceeds to finance leasehold acquisition costs, seismic data acquisition costs, processing and analysis costs primarily in connection with the West Cameron Seismic Project, and, to a lesser extent, for general corporate purposes, including working capital. The Company may use a portion of the net proceeds from the Offering to participate in the drilling of oil and gas wells if an opportunity to do so arises. Pending such uses, the Company intends to invest the net proceeds in short- term, interest bearing, investment grade securities. The Company expects to require funds, in addition to the proceeds from this Offering, to complete all of the leasehold acquisitions for the West Cameron Seismic Project. There can be no assurance that the Company will be able to generate or raise sufficient capital to enable it to realize fully all of its strategic objectives. The timing of the need for additional funds will depend, in part, on whether or not Cheniere continues to provide funds for the West Cameron Seismic Project. See "Risk Factors--Need for Additional Financing" and "Management's Discussion and Analysis of Financial Condition and Results of Operations--Liquidity and Capital Resources." 14 PRICE RANGE OF COMMON STOCK AND DIVIDEND POLICY Shares of the Company's Common Stock and warrants (the "Warrants"), each entitling the holder thereof to purchase one share of Common Stock for $5.50 per share ,were quoted on the OTC Bulletin Board under the symbols "TNER," and "TNERW," respectively, from December 21, 1993 until December 21, 1995 and on the Nasdaq SmallCap Market under the symbols "ZNRG" and "ZNRGW" respectively since that time. The following table sets forth the range of high and low bid quotations of the Common Stock for each of the fiscal quarters or portion thereof for the period from January 1, 1995 through December 21, 1995, as reported by the OTC Bulletin Board and since December 22, 1995 as reported by the Nasdaq SmallCap Stock Market. The quotes represent "inter-dealer" prices without retail markups, markdowns or commissions and may not necessarily represent actual transactions.
HIGH LOW ----- ----- Year Ended December 31, 1995 First Quarter.............................................. $4.66 $4.25 Second Quarter............................................. 4.84 4.62 Third Quarter.............................................. 5.00 4.76 Fourth Quarter............................................. 6.00 4.94 Year Ended December 31, 1996 First Quarter.............................................. $7.00 $5.12 Second Quarter............................................. 8.00 5.75 Third Quarter.............................................. 7.25 4.50 Fourth Quarter............................................. 6.87 4.37 Year Ending December 31, 1997 First Quarter.............................................. $7.87 $6.12 Second Quarter ............................................ 6.75 4.50
As of July 1, 1997, the last reported sales price for the Company's Common Stock on the Nasdaq SmallCap Market was $5.41 per share. At July 1, 1997, the Company had approximately 56 stockholders of record. The Company believes that certain holders of record hold a substantial number of shares of Common Stock as nominees for a significant number of beneficial owners. The Company has not paid any dividends on its shares of Common Stock to date and the payment of future dividends is in the discretion of the Board of Directors. It is the present intention of the Board of Directors to retain all earnings, if any, for use in the Company's business operations and, accordingly, the Board does not anticipate declaring any dividends in the foreseeable future. 15 CAPITALIZATION The following table sets forth the actual capitalization of the Company as of March 31, 1997 and as adjusted to reflect the issuance and sale of the 2,000,000 Shares offered hereby at an assumed offering price of $5.41 per share and after deducting underwriting discounts and commissions and estimated offering expenses as if the Offering had occurred March 31, 1997. This table should be read in conjunction with "Management's Discussion and Analysis of Financial Condition and Results of Operations" and the Consolidated Financial Statements and Notes to Consolidated Financial Statements included elsewhere in this Prospectus.
AT MARCH 31, 1997(1) -------------------- ACTUAL AS ADJUSTED ------- ----------- (IN THOUSANDS) Long-term debt........................................... $ -- $ -- Stockholders' equity: Convertible preferred stock; $.001 par value; 1,000,000 shares authorized; no shares outstanding................................. -- -- Common Stock, $.001 par value; 50,000,000 shares authorized; 7,374,903 (9,374,903 as adjusted) shares issued; and 6,593,648 (8,593,648 as adjusted) shares outstanding........................................... 7 9 Additional paid-in capital............................. 9,504 19,137 Accumulated deficit.................................... (3,730) (3,730) Less treasury stock (at cost, 781,255 shares).......... (7) (7) ------- ------- Total stockholders' equity............................. 5,774 15,409 ------- ------- Total capitalization................................. $ 5,774 $15,409 ======= =======
- -------- (1) As of March 31, 1997, the Company had outstanding (i) options to acquire 150,000 units, exercisable at $6.60 per unit, composed of one share of Common Stock and two warrants to purchase one share of Common Stock each for $5.50; (ii) warrants to acquire 3,558,129 shares of Common Stock exercisable at an average price of $5.45 per share; (iii) options to acquire 1,004,693 shares of Common Stock at an average price of $1.60 per share, granted by Zydeco Exploration to its employees and assumed by the Company; and (iv) 995,000 shares of Common Stock eligible for issuance pursuant to the Company's 1996 Incentive Equity Plan and the Company's 1996 Non-employee Director Stock Option Plan, of which options for the purchase of 615,000 shares of Common Stock were outstanding with a weighted average exercise price of $6.06 per share. Since March 31, 1997, the Company has (i) issued 13,450 shares of Common Stock as a result of the exercise of 11,562 employee options and 1,888 Zydeco Exploration Warrants (net of 573 Zydeco Exploration Warrants tendered as payment of the exercise price); (ii) granted options to purchase 272,000 shares of Common Stock pursuant to the 1996 Incentive Equity Plan, and (iii) the Company acquired all the outstanding stock of Wavefield Image, Inc., in exchange for 100,000 shares of Common Stock and an additional 150,000 shares contingent upon the issuance of the U.S. patent in respect of the Wavefield Imaging Technology, which patent application has been allowed for patent issuance by the United States Patent and Trademark Office. 16 DILUTION The net tangible book value of the Company as of March 31, 1997 was $5,766,290 or $0.87 per share of Common Stock. Net tangible book value per share of Common Stock represents the net tangible assets, less the total liabilities, divided by the number of shares of Common Stock outstanding. After giving effect to the sale by the Company of the 2,000,000 Shares offered hereby at an assumed public offering price of $5.41 per share, and after deducting underwriting discounts and commissions and estimated offering expenses, the net tangible book value of the Company as of March 31, 1997 would have been $15,401,290 or $1.79 per share of Common Stock. This represents an immediate increase in such net tangible book value of $0.92 per share to existing stockholders and an immediate dilution of $3.62 per share to new investors. The following table illustrates this per share dilution: Assumed public offering price per share...................... $5.41 Net tangible book value per share at March 31, 1997........ $0.87 Increase in net tangible book value per share attributable to new investors.......................................... 0.92 ----- Net tangible book value per share after giving effect to this offering............................................. 1.79 ----- Dilution per share to new investors........................ $3.62 =====
The foregoing assumes no exercise of the Underwriters over-allotment option or options, unit options and warrants after March 31, 1997. As of March 31, 1997, there were outstanding options, unit options or warrants to purchase an aggregate of 5,627,822 shares of Common Stock, and the Company had also reserved up to an additional 380,000 shares of Common Stock for issuance upon the exercise of options which had not yet been granted under the Company's 1996 Incentive Equity Plan and 1996 Non-employee Director Stock Option Plan. To the extent options, unit options or warrants are exercised, there will be further dilution to new investors. See "Capitalization." 17 SELECTED CONSOLIDATED FINANCIAL DATA The following table sets forth the selected consolidated financial data with respect to the Company, for the periods and at the dates indicated, which have been derived from the audited financial statements, except for the interim financial statements, of the Company included in this Prospectus. On December 20, 1995, TN Acquisition, Corp. a wholly-owned subsidiary of the Company, merged with and into Zydeco Exploration in a reverse triangular merger. As a result, Zydeco Exploration became a wholly-owned subsidiary of the Company. Under accounting rules applicable to the Merger, the historical financial statements of Zydeco Exploration became the historical financial statements of the Company. The data set forth below should be read in conjunction with the consolidated financial statements of the Company together with the related notes thereto and "Management's Discussion and Analysis of Financial Condition and Results of Operations," each included elsewhere herein.
PERIOD FROM INCEPTION (MARCH 17, THREE MONTHS YEAR ENDED DECEMBER 1994) ENDED MARCH 31, 31, THROUGH -------------------- -------------------- DECEMBER 31, 1997 1996 1996 1995 1994 --------- --------- --------- --------- ------------ (IN THOUSANDS, EXCEPT SHARE AND PER SHARE DATA) CONSOLIDATED STATEMENTS OF OPERATIONS DATA: Operating revenues Oil and gas sales...... $ 374 $ 252 $ 1,422 $ 169 $ -- Gain on sales of properties............ -- -- 16 118 -- Seismic services....... -- -- 32 300 -- --------- --------- --------- --------- --------- 374 252 1,470 587 -- Operating costs and expenses Exploration expenses Geological and geophysical expenses.. 445 209 968 399 -- Dry hole costs......... 16 -- 700 262 30 Production costs....... 5 7 22 28 -- Seismic services costs. -- -- -- 200 -- Depreciation, depletion, and amortization.......... 169 110 631 392 7 General and administrative expenses.............. 356 387 1,256 456 73 --------- --------- --------- --------- --------- 991 713 3,577 1,737 110 Operating loss.......... (617) (461) (2,107) (1,150) (110) Other income (expense) Interest income........ 58 86 293 46 49 Interest expense....... (7) (14) (44) (70) (72) --------- --------- --------- --------- --------- 51 72 249 (24) (23) --------- --------- --------- --------- --------- Net loss................ $ (566) $ (389) $ (1,858) $ (1,174) $ (133) ========= ========= ========= ========= ========= Net loss per share of Common Stock and Common Stock equivalent....... $ (0.09) $ (0.07) $ (0.30) $ (0.30) $ (0.03) ========= ========= ========= ========= ========= Weighted average shares of Common Stock and Common Stock equivalents outstanding............ 6,593,648 5,799,117 6,168,798 3,906,706 4,468,777 ========= ========= ========= ========= ========= AT DECEMBER 31, AT MARCH 31, ---------------------------------- 1997 1996 1995 1994 ------------ --------- --------- ------------ (IN THOUSANDS) CONSOLIDATED BALANCE SHEET DATA: Cash, cash equivalents and marketable securities............ $ 7,645 $ 7,753 $ 11,456 $ 876 Working capital........ 4,149 4,660 7,334 564 Total assets........... 9,539 9,912 12,582 2,696 Long-term capital lease obligation............ -- -- 158 304 Total stockholders' equity................ 5,774 6,339 8,189 2,068
18 MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS OVERVIEW The Company (formerly "TN Energy Services Acquisition Corp.") was incorporated in June 1993. Other than raising capital and reviewing acquisition candidates, the Company did not engage in any significant business activities prior to December 1995. Zydeco Exploration, the Company's wholly owned subsidiary, was incorporated as an independently owned corporation in March 1994. Zydeco Exploration immediately commenced exploration activities in the Louisiana Transition Zone. On December 20, 1995, the Company acquired all the outstanding common stock and preferred stock of Zydeco Exploration pursuant to a merger (the "Merger") and changed its name to Zydeco Energy, Inc. For accounting purposes, the Merger has been treated as a recapitalization of Zydeco Exploration with Zydeco Exploration as the acquiror (a reverse acquisition). Accordingly, the historical financial statements prior to December 20, 1995, are those of Zydeco Exploration. No pro forma information giving earlier effect to the transaction has been presented since the transaction was accounted for as a recapitalization. In May 1996, the Company entered into a license agreement with Dr. Norman Neidell ("Neidell") for the use of the Wavefield Imaging Technology, the benefits of which may substantially reduce the Company's total costs of seismic data acquisition for certain surveys. On July 1, 1997, the Company acquired Wavefield, the owner and licensor of the rights to the Wavefield Imaging Technology. On July 3, 1997, the Company received notice that a patent application in respect of the Wavefield Imaging Technology was allowed for issuance by the United States Patent and Trademark Office. The Company expects that the patent will be issued in a few months. See "Business and Properties-- Technology." In February 1996, the Company obtained an exclusive seismic permit from the State of Louisiana covering approximately 51,000 acres of state waters in western Cameron Parish, Louisiana, which will expire on August 18, 1997. The Company paid a fee of $783,754 for the permit. The Company may extend the permit period to February 18, 1998 by payment of an additional fee of $391,877. During such period the Company has the exclusive right to nominate parcels of such area for competitive bidding for drilling rights. Under the permit, the State of Louisiana is required to keep the information obtained from the survey confidential for a period of ten years. See "Business and Properties--West Cameron Seismic Project." In April 1996, the Company executed the Cheniere Exploration Agreement with Cheniere, for the West Cameron Seismic Project, covering an area of land and waters in western Cameron Parish, Louisiana, including the area covered by the seismic permit described above. Cheniere holds an interest of 50% in the West Cameron Seismic Project. In exchange for such interest, Cheniere has agreed to fund the costs of seismic acquisition up to $13.5 million and 50% of such costs in excess of $13.5 million. Such costs include the purchase of seismic rights, the cost of lease options on the related onshore acreage of the West Cameron Seismic Project, and data acquisition and processing of a 3D seismic survey of the onshore and offshore areas. Cheniere may elect to discontinue funding of the West Cameron Seismic Project at any time, in which case its interest would be reduced pro rata in relation to total project costs. As of July 1, 1997, Cheniere had made payments of $12.0 million against costs incurred on the West Cameron Seismic Project of approximately $15.5 million. See "Risk Factors--Need for Additional Financing." In connection with the West Cameron Seismic Project, the Company began onshore leasing and permitting in February 1996. Seismic data acquisition commenced in August 1996 and was discontinued in early December due to weather conditions and recommenced in April 1997. As of July 1, 1997, approximately 132,000 acres, out of a total of 146,000 acres to be surveyed, had been surveyed and seismic data acquired. The Company had originally negotiated a turnkey seismic services agreement with a survey contractor, Grant Geophysical, Inc. ("Grant"), in an effort to control some of the costs and risks associated with the West Cameron Seismic Project survey. In December 1996, after Grant informed the Company it was ceasing survey operations due to winter weather conditions, Grant filed for protection and reorganization under Chapter 11 of 19 the U. S. Bankruptcy Code and is currently restructuring its operations. In March 1997, the Company and Grant executed a new Master Geophysical Data Acquisition Agreement (the "Grant Agreement"), providing for reimbursement of Grant under a "cost plus" services arrangement, which could have the effect of increasing seismic data acquisition costs. See "--Liquidity and Capital Resources." The Company accounts for its oil and gas exploration and production activities using the successful efforts method of accounting. Under this method, acquisition costs for proved and unproved properties are capitalized when incurred. Exploration costs, including geological and geophysical costs and the costs of carrying and retaining unproved properties, are expensed. Exploratory drilling costs are initially capitalized, but charged to expense if and when the well is determined not to have found proved reserves. Costs of productive wells, developmental dry holes, and productive leases are capitalized and amortized on a property-by-property basis using the unit-of- production method. The estimated costs of future plugging, abandonment, restoration, and dismantlement are considered as a component of the calculation of depreciation, depletion and amortization. Unproved properties with significant acquisition costs are assessed periodically on a property-by- property basis and any impairment in value is charged to expense. RESULTS OF OPERATIONS THREE MONTHS ENDED MARCH 31, 1997 COMPARED TO THREE MONTHS ENDED MARCH 31, 1996 Oil and Gas Sales. Oil and gas sales increased by $122,459, or 49%, to $373,994 for the quarter ended March 31, 1997 from $251,535 for the quarter ended March 31, 1996. The increase was attributable to an increase in production volumes of $67,482 and an increase in the average prices for oil and natural gas of $54,977. The increased prices and volumes from oil and gas in first quarter 1997, compared to the same quarter in 1996, demonstrate the sensitivity of the Company's operations to price fluctuations and its current dependence on a small number of producing wells. The following table sets forth information concerning crude oil, and natural gas sales volumes, average sales prices, and per barrel oil equivalent ("NBOE") operating costs (excluding depreciation, depletion, and amortization hereinafter referred to as "DD&A") for the Company's exploration and production activities for the indicated periods:
THREE MONTHS ENDED MARCH 31, -------------- 1997 1996 ------- ------ Sales volumes: Natural gas (mcf)............................................. 103,241 74,278 Crude oil (bbl)............................................... 3,280 3,481 NBOE (bbl).................................................... 20,487 15,861 Average sales prices: Natural gas ($/mcf)........................................... $ 2.88 $ 2.47 Crude oil ($/bbl)............................................. $ 23.37 $19.64 Lease operating expense ($/NBOE)................................ $ 0.28 $ 0.41 DD&A ($/NBOE) (1)............................................... $ 1.66 $ 2.00
- -------- (1) Excludes depreciation on seismic computer hardware and software of $136,640 and $78,686 for the three months ended March 31, 1997 and 1996 respectively. Operating Expenses. Exploration expenses increased $252,088, or 121%, to $460,688 for the quarter ended March 31, 1997 from $208,600 for the quarter ended March 31, 1996. The increase was primarily a result of increased personnel associated with the Company's two exploration projects. Production costs from the one working interest well decreased 13% to $5,690. DD&A expense in the first quarter of 1997 increased $58,278, or 53%, to $168,643 from $110,365 for the first quarter of 1996. The increase was principally a result of additional depreciation and amortization on additions of computer equipment and geophysical software. 20 Other Income (Expense). Net other income decreased $21,280, or 29%, to $51,531 for the three months ended March 31, 1997 compared to net other income of $72,811, for the three months ended March 31, 1996, principally as a result of decreased interest income due to the decrease in available cash. Net Loss. For the quarter ended March 31, 1997, operations resulted in a net loss of $565,617 ($.09 per share) compared to a net loss of $388,566 ($.07 per share) for the comparable period in 1996. The increase in net loss of $177,051, or 46%, was due to increased revenue of $122,459, increased operating expenses of $278,230, and a decrease in net other income of $21,280. The $.02 increase in per share loss was also affected by the increased number of shares of common stock outstanding in the first quarter of 1997, principally due to the conversion of the preferred stock in July 1996. YEAR ENDED DECEMBER 31, 1996 COMPARED TO YEAR ENDED DECEMBER 31, 1995 During 1996 and 1995, the Company's primary operations consisted of the acquisition of federal and state oil and gas leases, the acquisition of 3D seismic analysis hardware and software, the purchase of an interest in a gas well which commenced production in January 1995, and the farmout of two leases (one of which resulted in commercial production commencing in December 1995). Exploration activities in 1995 also included a one-eighth participation in the drilling of an exploratory well which resulted in a dry hole in March 1995. Exploration activities in 1996 included a joint venture participation in the drilling of one well that was abandoned in September 1996 without reaching the well's primary objectives. The Company also initiated two seismic exploration joint ventures, one in 1995 and one in 1996, with industry partners who are required under the agreements to fund substantially all the Company's share of the seismic project costs, up to certain limits. See "Note 2--Exploration Agreements" in Notes to Consolidated Financial Statements. The following table sets forth information concerning crude oil and natural gas sales volumes, average sales prices, and per NBOE operating costs (excluding DD&A) for the Company's exploration and production activities for the indicated periods:
YEAR ENDED PERIOD FROM INCEPTION DECEMBER 31, (MARCH 17, 1994) -------------- THROUGH 1996 1995 DECEMBER 31, 1994 ------- ------ --------------------- Sales volumes: Natural gas (mcf)................... 372,678 84,546 -- Crude oil (bbl)..................... 20,186 1,118 -- NBOE (bbl).......................... 82,299 15,209 -- Average sales prices: Natural gas ($/mcf)................. $ 2.60 $ 1.76 $-- Crude oil ($/bbl)................... $ 22.39 $18.37 $-- Lease operating expense ($/NBOE)...... $ 0.27 $ 1.81 $-- DD&A ($/NBOE) (1)..................... $ 1.73 $ 7.50 $--
- -------- (1) Excludes depreciation on seismic computer hardware and software of $488,521 and $278,297 for the years ended December 31, 1996 and 1995 respectively. Oil and Gas Sales. Oil and gas sales increased by $1,252,992, or 740%, to $1,422,227 for the year ended December 31, 1996 from $169,235 for the year ended December 31, 1995. Of this increase, $856,961 was attributable to an increase in production volumes and $396,031 was due to increases in the average prices for oil and gas. Of the increase in oil and gas sales, production from one well aggregated $1,007,613. This well commenced initial production in December 1995 from a completion by Bois D'Arc Resources in which 21 the Company has an overriding royalty interest of 7.33% after payout (4.33% before payout). Payout on this well occurred in June 1996. The Company's share of production from this well was 229,501 mcf and 18,866 barrels of oil in 1996. The increased prices and volumes from oil and gas in 1996, compared to 1995, demonstrate the sensitivity of the Company's operations to price fluctuations and its current dependence on a small number of producing wells. Operating Expenses. Exploration expenses increased $1,006,964, or 152%, to $1,667,523 for the year ended December 31, 1996 from $660,559 for the year ended December 31, 1995. The increase was primarily a result of one well abandoned in September 1996 ($647,355) and increased exploration expense ($569,354) related to increased personnel associated with the Company's two exploration projects. Production costs from the one working interest well decreased 18% to $22,508. DD&A expense increased $238,478, or 61%, to $630,865 in 1996 from $392,387 in 1995. DD&A expense on oil and gas properties was $142,344 in 1996 compared to $114,090 in 1995 and represented a significant per equivalent barrel decrease as a result of increased reserves due to revisions in engineering estimates (34,952 net equivalent barrels) principally associated with the Bois D'Arc well. Depreciation and amortization expense of equipment and software increased $210,224, or 76%, to $488,521 in 1996 from $278,297 in 1995 principally as a result of additions aggregating $818,497 in computer equipment and geophysical software. General and administrative expense increased $800,343, or 175%, to $1,256,489 in 1996 from $456,146 in 1995 principally due to increases in personnel of $262,587 and estimated additional costs of being a public company of approximately $172,549. Other Income (Expense). Net other income increased $273,021 for the year ended December 31, 1996 compared to a net expense of $23,814, for the year ended December 31, 1995, principally as a result of increased interest income due to the increase in available cash resulting from the Merger in December 1995. Net Loss. For the year ended December 31, 1996, operations resulted in a net loss of $1,858,132 ($.30 per share) compared to a net loss of $1,173,646 ($.30 per share) for the year ended December 31, 1995. The increase in net loss of $684,486 is comprised of increased revenue of $883,294, increased expenses of $1,840,801, and increased other income of $273,021. PERIOD FROM INCEPTION, MARCH 17, 1994, TO DECEMBER 31, 1995 From March 17, 1994, (the inception of Zydeco Exploration) through December 31, 1995, Zydeco Exploration's primary operations consisted of the acquisition of federal and state oil and gas leases, the acquisition of 3D seismic analysis hardware and software, the purchase of an interest in a gas well which commenced production in early 1995, the farmout of two leases (one of which resulted in commercial production in late 1995), and a one-eighth participation in the drilling of an exploratory well, which resulted in a dry hole. Due to its limited operations and because Zydeco Exploration had completed only one full fiscal year, analysis of comparable interim periods is not meaningful. Oil and Gas Sales. The Company had no revenue or oil and gas reserves during 1994. The Company's primary operations, prior to January 1, 1995, related to (i) an initial capitalization, primarily through a private placement of 781,255 shares of convertible preferred stock at $3.20 per share which closed on December 2, 1994; (ii) the acquisition of computer hardware equipment and software; and (iii) the acquisition of certain oil and gas leases. Operating Costs and Expenses. Expenses incurred from inception through December 31, 1994, consisted primarily of $72,981 of general and administrative expenses and $71,268 of interest expense on advances to the Company totaling approximately $1.3 million from related parties. These advances were repaid with proceeds from the issuance of convertible preferred stock. For the year ended December 31, 1995, the Company had revenues of $586,752 consisting of seismic services revenue of $300,000, oil and gas sales, primarily from one gas well which began production in January 1995 of $169,235, and gains on sales of unproved leases of $117,517. Seismic services revenue of $200,000 and the related cost of service were recognized under an exchange agreement between the Company and a related party. Under this agreement, the Company agreed to 22 provide 3D seismic analysis services in exchange for a license to use the underlying seismic data owned by the related party. As this exchange agreement represented an exchange of dissimilar goods, income and expense for 1995 reflects the gross value of seismic service revenues and related data costs associated with this transaction. The remaining $100,000 of seismic services revenue was realized in connection with performing certain seismic analysis services under the Fortune Exploration Agreement. The Company had no revenues for the comparable period from inception (March 17, 1994,) to December 31, 1994, since it had not yet commenced revenue producing activities following organization. During the year ended December 31, 1995, the Company had exploration costs of $261,956 primarily related to dry hole costs and related costs of plugging and abandoning a well in which the Company participated in drilling in March 1995. Geological and geophysical expense of $398,603 was composed principally of salaries and related personnel cost of $275,399 and geological and geophysical software maintenance expense of $91,593. Production from the one working interest well commenced in January 1995 and represented the increase in production costs of $27,492 compared to 1994. The principal components of the $456,146 of general and administrative expenses for 1995 included $294,527 of employee salaries and related costs, $41,225 of legal and accounting costs, and $43,149 of office and facilities rent. DD&A expense totaling $392,387 for 1995 was comprised of DD&A of $114,090 on oil and gas properties and depreciation of $278,297 primarily related to geophysical software (which is depreciated over two years because of rapid changes in seismic-analysis technology) and related equipment (which is depreciated over three to seven years). General and administrative expenses for the comparable period from inception (March 17, 1994) to December 31, 1994, were $72,981 consisting primarily of legal and office expense related to initial office operations. The Company paid no salaries in 1994. Increased revenues and expenses for the year ended December 31, 1995, reflect increased operations resulting from lease prospecting activities under the Fortune Exploration Agreement and increased expense from the addition of employees. Other Income (Expense). Net other expense increased $1,175, or 5%, to $23,814 for the year ended December 31, 1995 compared to net other expense of $22,639 for the period from inception (March 17, 1994) through December 31, 1994. Net Loss. For the year ended December 31, 1995, operations resulted in a net loss of $1,173,646 ($.30 per share) compared to a net loss of $132,881 ($.03 per share) for the prior period. The increase in net loss of $1,040,765 was due to increased revenue of $586,752, increased operating expenses of $1,626,342 and increased net other expenses of $1,175. LIQUIDITY AND CAPITAL RESOURCES The Company has generated funds from public and private equity offerings, cash flow from the Company's operations, and cash payments made to it under the Fortune Exploration Agreement and the Cheniere Exploration Agreement. The Company may use its cash for any general corporate purposes except for the funds advanced by Fortune and Cheniere, which are committed to the project operations for which they were intended. Sources of funds include approximately $10.1 million from the sale of securities in 1993, 1994 and 1995, advances in 1995 under the Fortune Exploration Agreement and $12.0 million, as of July 1, 1997, provided under the Cheniere Exploration Agreement. The Company expects that capital needs for 1997 will be satisfied through cash on hand (including the proceeds from this Offering and internal cash reserves) and cash available under the Cheniere Exploration Agreement. Although Cheniere may elect to discontinue its funding of the remaining payment of $1.5 million due on July 22, 1997, and thus substantially reduce its interest in the West Cameron Seismic Project, Cheniere 23 is responsible for funding 50% of the costs in excess of $13.5 million. The Company believes that the Company has adequate existing cash to meet its obligations incurred in connection with the West Cameron Seismic Project. The Company has estimated approximately $13.2 million of costs in 1997 related to the West Cameron Seismic Project, of which, Cheniere had advanced $6.7 million as of July 1, 1997 and is expected to advance an additional $4.0 million. The Company's share of 1997 costs budgeted for the West Cameron Seismic Project is $2.5 million, which is included in its capital expenditure budget discussed below. The Company's share of the budgeted costs could increase if Cheniere elects to discontinue funding of the West Cameron Seismic Project. Such additional costs and other capital needs may be funded from available cash of the Company, the issuance of additional equity securities, including the exercise of outstanding warrants and options of the Company, securing additional project partners, or the sale of prospects, if any, identified by the Company's projects. Depending upon the results of the West Cameron Seismic Project, the Company may need additional funds in the future, principally in order to undertake leasehold acquisitions, exploratory drilling or other related costs. The Company does not maintain any credit facilities. The Company may in the future explore the possibility of obtaining such a facility in the event the Company increases oil and gas production through the successful completion of oil and gas wells drilled by the Company. There can be no assurance that the Company will be successful in securing additional partners or additional project financing or credit financing. See "Risk Factors--Need for Additional Financing." The Company's current budget for its capital expenditures for 1997 is approximately $3.0 million, including $2.5 million of West Cameron Seismic Project costs (prior to any revisions for seismic acquisition costs) and $393,000 related to the purchase of computer equipment and software. Other significant additional capital expenditures may include the acquisition of additional oil and gas leases, the drilling of prospects identified by the Company, the acquisition of interests in producing wells, and other oil and gas exploration and production related investment opportunities determined by management and the Board of Directors to be in the interest of the Company. The amount and timing of these expenditures will be dependent upon numerous factors including the availability of capital to the Company, availability of seismic data, the number and type of drilling prospects, if any, identified as a result of the Company's 3D seismic analysis, the terms under which industry partners may participate in the Company's prospects and the cost of drilling and completing wells in the Louisiana Transition Zone and the Timbalier Trench. Although the Company has incurred net losses since its inception in 1994, cash flow from operating activities was $342,668 for the year ended December 31, 1996. The Company does not expect to generate operating cash flow or net income in 1997. The Company expects to generate a net loss in 1997, including its 50% share of geological and geophysical costs of approximately $2.5 million which it expects to incur on the West Cameron Seismic Project primarily during the third quarter. The successful efforts method of accounting generally requires that geological and geophysical expenses be expensed when incurred. The Company currently maintains a $300,000 bond required to hold its present federal oil and gas leases. This bond is collateralized by a United States Treasury Note. In the event the Company determines to act as operator on a federal offshore lease or is otherwise required to increase its bonding by federal or state authorities, such additional bonding may require significant amounts of capital as collateral. 24 BUSINESS AND PROPERTIES THE COMPANY Zydeco Energy, Inc. is an independent energy company engaged in the exploration for oil and gas utilizing advanced 3D seismic and computer aided exploration ("CAEX") techniques. The Company believes it is one of the few independent exploration companies with comprehensive in-house technology and expertise enabling it to use the most recent advances in such 3D seismic and CAEX technology. Such technology includes the Wavefield Imaging Technology, a data processing technique designed to substantially reduce the cost of 3D seismic data acquisition for certain surveys while improving the resolution of the subsurface image. Zydeco's geophysicists design the seismic data acquisition survey, manage the acquisition of seismic data and process and interpret the resulting data. The Company believes that its technology and expertise enable it to acquire and analyze seismic data efficiently over large geographical areas. The Company attempts to concentrate its efforts in areas previously unexplored with advanced 3D seismic applications. Based upon analysis of processed data, Zydeco personnel identify and rank potential oil and gas drilling prospects for leasehold acquisition. The Company intends to enter into agreements with experienced industry partners for the development of its prospects and retain significant non-operating production interests in those prospects. Zydeco's current exploration efforts are focused on the Louisiana Transition Zone. STRATEGY The Company's primary objective is to discover and develop oil and gas reserves and increase cash flow through exploration, prospect identification and participation in projects to develop such prospects. In pursuing this strategy the Company intends to: Continue Focused Exploration Activities. The Company focuses its efforts in geologic areas worldwide that it believes are underexplored with 3D seismic techniques and have the potential for substantial oil and gas reserves. Such areas include geologically complex trends with characteristics that have discouraged exploration in the past due to difficult seismic data acquisition and analysis using conventional methods. The Company believes that use of its Wavefield Imaging Technology and the most advanced available 3D seismic processing techniques provides it with the capability to economically collect and evaluate seismic data for such areas. Continue Development of Industry Leading Seismic Technology and Expertise. The Company believes the seismic data collection, processing and analysis techniques it employs are significantly more advanced than those commonly used in the industry. The Company intends to continue to expand its exploration expertise through acquisition of high speed computers and parallel processing software as they become available, integration of in-house capabilities and, when appropriate, collaboration with individuals and other companies in the development of new seismic technologies. The Company believes its Wavefield Imaging Technology gives it a current advantage over exploration companies that do not have access to it by substantially reducing the costs of seismic data acquisition for certain surveys and improving spacial resolution in the seismic imaging process. The Company may exploit its Wavefield Imaging Technology by application to both its own seismic surveys and, through joint ventures or similar arrangements, to seismic surveys by other companies. Pursue Joint Ventures. The Company intends to pursue exploration and development joint ventures with strategic industry partners in order to (i) obtain funds necessary to explore for and identify potential prospects; (ii) control and reduce the Company's exposure to the risks related to the drilling, completion, production operation, and abandonment of properties; and, where applicable, (iii) utilize the bonding and insurance capabilities of experienced operating partners in order to be able to purchase leases and drill wells in the offshore federal domain without having to collateralize these activities with the substantial bonding and insurance amounts required pursuant to governmental legislation. IMPLEMENTATION Identify Areas Believed to Have Underexplored Potential. The Company intends to continue to identify areas that it believes have underexplored potential for substantial oil and gas reserves. Such areas include coastal transition zones and similar areas that have characteristics that make seismic data acquisition and analysis 25 difficult and expensive using conventional methods. For example, seismic data in the coastal transition zones is difficult and expensive to acquire due to the combinations of land and marine recordings that must be obtained across the marshlands, bays, highland, and open water areas. Different types of sources and receivers may be required for a true transition survey over a beach area which complicates the processing and quality control of a seismic survey. Surf related noise creates additional complications for a coastal transition zone seismic survey. The Company's West Cameron Seismic Project in the Louisiana Transition Zone is an example of such a survey. Acquire Seismic Rights or Proprietary Data. Once the Company has identified an area of interest, it then seeks to obtain the rights to acquire seismic data and engages a contractor to shoot 3D seismic data in a survey designed by the Company for processing with the Wavefield Imaging Technology. The Company may also purchase existing seismic data if it is available and can be usefully processed with the Company's technical resources. The ability to assemble the rights to shoot seismic data over large areas may be important to the success of a 3D survey. A seismic survey for 3D analysis must gather data over an area broader than the subsurface area intended for analysis, especially for deeper objectives. Data from a broader area is necessary because the data from the edges of a seismic survey cannot produce 3D imaging of the immediate subsurface. To effect a proper 3D image requires a significant distance between the sources and receivers which is not available at the edges of the survey. In its West Cameron Seismic Project, the Company has assembled survey rights over approximately 151,000 acres from highly fragmented ownership. Identify Prospects. The seismic data is then processed or reprocessed and then interpreted to identify potential prospects. Such processing includes correlating the seismic data with subsurface well control and historical production data from similar properties, and integrating all such available data with enhanced 3D structural and stratigraphic imaging and attribute analysis techniques by the Company's expert geophysicists and geologists. The decision to drill any exploratory prospect is based on an analysis of the economic risk associated with the potential return. Such analysis involves a number of factors, including: (i) the availability of leases on reasonable terms and permits for the prospect; (ii) the results of the review and analysis of the seismic data, including the results of 3D seismic surveys; (iii) the availability of sufficient capital resources to the Company and the other participants for the drilling of the prospect; (iv) the approval of other participants in the drilling of the prospect after additional data has been compiled; (v) rig availability; and (vi) economic conditions at the time of drilling, including prevailing and anticipated prices for crude oil and natural gas. Acquire Leases and Drilling Rights. The Company acquires leases and concessions for the potential prospects it identifies. Depending on whether governmental or private individuals own the property in the area of interest to the Company, the Company may be able, or required, to acquire such rights prior to acquisition of the seismic data or it may wait until after identifying potential prospects before acquiring any leases or drilling rights. In the case of state properties, an interested party must nominate a property for bid. The right to survey and/or lease the property is then publicly auctioned by the state government. Leases for federal properties available for drilling are publicly auctioned at least once each year. In the case of privately held land or foreign concessions the right to explore the property is normally privately negotiated. Establish Exploration Joint Ventures and Partnerships. Once the Company has identified potential prospects and obtained leases and drilling rights for the potential prospects, the Company may enter into agreements with experienced industry partners for drilling and development. The Company may enter into a joint venture for the drilling and development of the prospect or it may farmout or sell the prospect for a combination of cash and/or a retained interest. The Company will seek partners with proven records at managing drilling and production activities in the area of the prospect. Generally, the Company intends to retain only a nonoperating production interest with respect to its prospects. TECHNOLOGY Traditionally, seismic analysis involved the acquisition, processing and interpretation of seismic data collected along a single line of seismic detectors and sources. Processing of the resulting data created a two dimensional cross section of the earth's subsurface beneath this line. This technique constitutes 2D seismic 26 surveying ("2D seismic"). The advent of high speed, large storage capacity computers and advanced geophysical software development has permitted the acquisition, processing and interpretation of seismic data collected in an areal array, usually from multiple relatively closely spaced lines of seismic detectors and sources. Processing of the resulting data creates a three dimensional image of the earth's subsurface. This technique constitutes 3D seismic surveying ("3D seismic"). 3D seismic provides a substantially improved image for interpretation and analysis than the cross section created by 2D seismic. As a result, the industry's success rate with respect to the drilling of prospects has risen with the adoption of 3D seismic technology. Basic 3D seismic imaging and analysis are now routinely used in oil and gas exploration. The goal of 3D seismic processing is to image the subsurface for detailed structural and stratigraphic interpretation. When sound waves from seismic sources move through various strata of rock, the speed and the angle of transmission of these waves change from one strata to another. If the strata is tilting or "dipping", the path of the sound waves is further complicated. These factors will cause the seismic events indicating structural changes to be misplaced from their true locations unless the data is corrected by processing. The basic processes used in 3D seismic processing are Dip- Moveout ("DMO"), Common Depth Point stacking ("CDP") and poststack migration. Each of these processes is intended to adjust the collected seismic data to more accurately image the subsurface. Migration is an imaging process that "relocates" seismic events to account for changes in the dip of the underlying strata and moves those events into their proper location. This process requires knowledge of the velocity of the sound waves as they are transmitted and reflected through the strata. For approximately the past thirty-five years, the most commonly used technique to improve the signal quality of seismic data has been CDP stacking. This technique simply adds or "stacks" the seismic traces which have a common mid-point between each source and receiver after time correcting the data for the offset or distance between the sources and the receivers. Dip-Moveout (DMO) is a more recently developed process to correct the CDP data so that dipping events will stack or focus better using a common velocity. This technique is sometimes referred to as a partial migration. Nevertheless, migration is a necessary process applied poststack, i.e. after summation of the common midpoint traces. Continuing improvements in computing speed and capacity resulted in the development of more advanced 3D processing techniques. These advanced 3D processing techniques include prestack migration which migrates the individual data traces prior to any summation of the data with respect to either time or depth. Prestack migration requires a more accurate analysis of sound velocity through the various subsurface strata present in the area surveyed than the more commonly used sequence of CDP and poststack migration. Determining an accurate velocity model is an iterative process requiring close coordination between the processing and interpretation experts. Not all oil and gas exploration companies are capable of performing prestack migration processing. Most recently, the Wavefield Imaging Technology, developed by Dr. Norman S. Neidell, an independent researcher, represents a further advancement of 3D seismic processing and analysis. Wavefield Imaging is a method of producing a more finely resolved image of the subsurface than is possible with previously existing 3D processing techniques. Consequently, Wavefield Imaging Technology permits the Company to use more broadly spaced seismic receivers in its surveys thereby reducing the cost of data acquisition for certain surveys and improving the resolution of the subsurface image. Under the present survey configuration used by the Company in its West Cameron Seismic Survey, the Wavefield Imaging Technology is limited to analysis of seismic objectives below 8,000 feet. The Company believes the technology may also be applied in the analysis of shallower objectives by increasing receiver and sound source densities, although with diminishing cost advantages. In May 1996, the Company entered into a license with Dr. Neidell for the Wavefield Imaging Technology. On July 1, 1997, the Company acquired all of the outstanding capital stock of Wavefield, the owner of the Wavefield Imaging Technology. Pursuant to the acquisition, the Company issued 100,000 shares of Common Stock to shareholders of Wavefield Image, Inc., including its principal shareholder, Dr. Norman S. 27 Neidell, inventor of the Wavefield Imaging Technology. In addition, the Company expects to issue an additional 150,000 shares of Common Stock to the shareholders of Wavefield for a patent of the Wavefield Imaging Technology which the Company received notice that the patent application has been allowed for issuance by the United States Patent and Trademark Office. The Company also entered into a four year agreement with Dr. Neidell regarding his employment with the Company. In addition, the Company granted Dr. Neidell options, vesting over four years, to purchase 150,000 shares of the Company's Common Stock. As a result of the acquisition, the Company owns the Wavefield Imaging Technology subject to licenses granted previously by Wavefield. Prior to the acquisition, Wavefield granted licenses for the Wavefield Imaging Technology to one major oil company and one foreign company and offered a license to another foreign company. In addition, Dr. Neidell's employment agreement with the Company grants Dr. Neidell an option to obtain a limited, nontransferable license to the Wavefield Imaging Technology under certain conditions. Currently, the Company is not aware of any company, including the licensees, employing Wavefield Imaging Technology in the design of its seismic surveys and processing of its seismic data. The Company and Dr. Neidell have also agreed to negotiate in good faith to form a joint venture between them to own and exploit any non-seismic applications of the Wavefield Imaging Technology. The Company believes it is one of the few independent exploration companies to perform both 3D seismic data processing and seismic interpretation in- house. As described above, prestack migration involves an iterative process. Most independent exploration companies use outside contractors to process their 3D data in this iterative process. However, this iterative process requires continual free exchange of information between the data processing experts and the interpretation experts. Use of outside contractors can result in slower turn-around time for processing. In addition, exploration companies are often reluctant, for confidentiality reasons, to disclose more than the necessary data to the outside processing experts and this may further limit the effectiveness of the process. Finally, outside processing contractors generally do not specialize in processing data from any particular area. The Company believes processes such as prestack migration analysis can be most effectively and efficiently accomplished by performing seismic survey design, data processing and interpretation in-house. The Company believes performance of such work in-house allows the Company to integrate all of those processes and thereby produce a more accurate image of the subsurface to identify prospects for leasing and drilling. The Company has selected and assembled the computers and software necessary to perform this advanced 3D seismic imaging and analysis. This equipment is specifically designed to handle the scale and complexity of large scale seismic projects such as the Company's West Cameron Seismic Project. The Company has also assembled a team of geophysicists and geologists with expertise in these advanced 3D processes. The Company believes its personnel, software and Wavefield Imaging Technology combined with its hardware processing capacity represents unique in-house capabilities with respect to advanced 3D seismic analysis leading to more accurate 3D images at a reduced cost. See "Risk Factors--Technology." GEOLOGIC AND GEOPHYSICAL EXPERTISE The Company has employed a group of talented and experienced geologists and geophysicists. The Company currently employs three geologists and eight geophysicists. These experts have an average of 20 years of experience in seismic imaging and analysis. As discussed above, the Company believes this in-house expertise is a critical factor in enabling the Company to effectively and efficiently use the most recent developments in 3D seismic imaging. LOUISIANA TRANSITION ZONE AND OTHER AREAS OF INTEREST The Company has identified and is evaluating numerous potential prospects offshore in the Louisiana Transition Zone and the Timbalier Trench, the Company's current principal areas of concentration. Louisiana Transition Zone. The Louisiana Transition Zone is a narrow trend paralleling the coastline of Louisiana. It is approximately six miles wide (three miles on either side of the beach) and extends approximately 300 miles from the Sabine River eastward to the Mississippi River. Water depths in the Louisiana Transition Zone range up to approximately 40 feet. The Louisiana Transition Zone contains the Miocene Trend which has produced many of the largest oil and gas fields developed in the continental United States and its territorial waters. Productive zones within the Miocene Trend have excellent reservoir characteristics and have historically exhibited multiple pay zones, which allow a single strategically placed well bore to drain multiple reservoirs. The western portion of the Louisiana Transition Zone contains the gas prolific Planulina sands. 28 The Louisiana Transition Zone is populated with salt domes with numerous radial and tangential faults surrounding the salt domes. The use of advanced 3D seismic technology is essential to the exploration of such salt features and fault blocks. Historically, there have been relatively few 3D surveys conducted in the Louisiana Transition Zone because of the relatively high cost of such surveys compared to land or deepwater surveys. The high cost is a result of the problems associated with seismic surveys in coastal transition zones discussed in "Implementation" above. Seismic activity has also been limited due to wildlife sanctuaries. Leases in this area are controlled by sophisticated land owners onshore and the State of Louisiana within three miles of the beach offshore. Permits for 3D acquisition require the consent of all landholders and all leaseholders. Such consents are not required in Federal waters. Thus, seismic contractors have been reluctant to conduct speculative 3D surveys due to the difficulty of permitting acreage in the Louisiana Transition Zone. Due to these limitations, this zone is considered a "seismically blind" area and is thus reflected on virtually every onshore and offshore 2D seismic coverage map for the State of Louisiana as an area of "no seismic coverage." Given this low level of historical exploration and the high recovery factors characterizing the Louisiana Transition Zone, the Company believes that this zone has the potential for containing substantial undeveloped oil and gas reserves. Many of these prospective areas in the Louisiana Transition Zone are located in shallow waters near existing pipeline infrastructure. As a result, reserves underlying these areas are generally less costly to develop and connect to pipeline infrastructure than reserves in deeper water areas. Timbalier Trench. The Timbalier Trench is a narrow, circuitous channel approximately seven miles wide and situated 600 feet beneath the floor of the Gulf of Mexico. This trench is an ancestral channel of the Mississippi River. Water depths range from 40 to 130 feet in the Company's prospect areas. The Timbalier Trench contains an irregular shale section deposited over a normal sedimentary section. The differences in the reflective qualities of these sections cause a distortion in the penetration and recording of energy from a seismic source which results in a lack of data continuity and resolution. This lack of continuity and resolution with respect to seismic shot in the Timbalier Trench has historically been considered a "poor quality data" area because abnormally low seismic velocities in the shale "Trench" create data processing problems. WEST CAMERON SEISMIC PROJECT In August 1996, the Company commenced the West Cameron Seismic Project, an extensive 3D seismic exploration program in a part of the Louisiana Transition Zone in western Cameron Parish, Louisiana. The Company anticipates the West Cameron Seismic Project will encompass approximately 146,000 gross acres. At the core of the West Cameron Seismic Project is a 51,000 acre exclusive seismic permit on state waters obtained by the Company from the State of Louisiana. Options and Permits. In connection with the West Cameron Seismic Project, the Company has negotiated seismic options covering approximately 35,775 gross acres (32,398 net acres) and has secured seismic permits covering approximately 98,454 gross acres (97,762 net acres). Options and permits aggregating 57,913 gross acres (54,325 net acres) are located onshore in Cameron Parish, Louisiana, including the exclusive seismic permit with the State of Louisiana. In connection with the exclusive seismic permit, for eighteen months, commencing February 1996, the Company has the exclusive right to acquire seismic data on the State's acreage and nominate any of the acreage for competitive lease bids. In Louisiana, a public auction of leases is held approximately 90 days after the property is nominated for bid and the auction is generally announced only 30 days prior to the auction date. A bidder at the auction may bid on all or only a portion of the property nominated for bid. The Company is obligated to deliver to the State of Louisiana a copy of a 3D seismic survey over the state acreage included in the permit or pay a substantial penalty. Under the Company's seismic permit, the State of Louisiana is required to keep the information obtained from the survey confidential for a period of ten years. The Company can, and currently intends to, extend the time period for delivery of the survey for a six month period ending February 14, 1998 for an additional payment of $391,877. Exploration Agreement. In April, 1996, the Company executed the Cheniere Exploration Agreement covering the West Cameron Seismic Project. See "Management's Discussion and Analysis of Financial Condition and Results of Operations--General". The Cheniere Exploration Agreement provides for aggregate payments to Zydeco of at least $13.5 million to fund the costs of seismic acquisition, including the purchase of 29 seismic rights or lease options on the related onshore acreage of the West Cameron Seismic Project, and to complete data acquisition and processing of a 3D seismic survey of the onshore and offshore areas. The Cheniere Exploration Agreement, as amended, provides that Cheniere may receive a 50% interest in the West Cameron Seismic Project and any leases acquired as a result thereof through May 2001, based on Cheniere completing its funding of the initial $13.5 million and 50% of any costs incurred thereafter. As of July 1, 1997, Cheniere had funded a total of $12.0 million pursuant to the Cheniere Exploration Agreement. The Cheniere Exploration Agreement provides that Cheniere may discontinue funding at any time and its interest would then be reduced pro rata based on the West Cameron Seismic Project's total cost. Cheniere has the right to farm out a portion or all of its interest in each prospect identified in the project to Zydeco under a put arrangement in the Cheniere Exploration Agreement. In the event of such a farmout, Cheniere would retain a 1% overriding royalty interest, as to its interest in the project, convertible into a 10% working interest as to its interest in the project, after Zydeco, or its partners, has recouped the cost of drilling, completion, and hook-up of completed wells. Should Cheniere farm out a smaller working interest to Zydeco, the overriding royalty and after-payout working interests would be proportionately reduced. Zydeco has similar farmout rights under the Cheniere Exploration Agreement. Seismic Data Acquisition. In September 1996, seismic data acquisition commenced under a turnkey seismic contract with Grant. Data acquisition operations were suspended for the winter in December 1996. In December 1996, Grant filed for protection under Chapter 11 of the U. S. Bankruptcy statutes. The Company executed a new contract with Grant in March 1997, and seismic data acquisition operations recommenced in April 1997. See "Management's Discussion and Analysis of Financial Condition and Results of Operations--Liquidity and Capital Resources." Data Analysis. In January 1997, the Company completed the assembly of an exploration team of geophysicists, geologists, and seismic analysts and the integration of its 3D seismic interpretive hardware and software. As of July 1, 1997, the Company had collected seismic data for analysis and interpretation on approximately 90% of the original West Cameron contract acreage. The Company is presently analyzing such data and applying various advanced 3D seismic processing techniques to improve data resolution and to develop routines for more complicated processes, including pre-stack migration and velocity analyses. These techniques will also be used in analyzing future data obtained for the West Cameron Seismic Project. While the Company believes the preliminary data results are promising, the exploration potential of the data is still not known and identification of prospects would be premature. The analysis of the exploration potential of the data will be dependent on further seismic processing and analysis and the availability of additional data covering the West Cameron Seismic Project area. FORTUNE PROJECT In February 1995, Zydeco Exploration entered into the Fortune Exploration Agreement with a predecessor of Fortune. Pursuant to the Fortune Exploration Agreement Fortune advanced to Zydeco $4.8 million and agreed to advance 50% of any additional funds necessary for the acquisition and processing of seismic data and acquiring leases on certain of the potential prospects described in "Potential Prospects and Leases" below in exchange for Fortune's right to maintain up to a 50% interest in such prospects. Fortune's interest in such potential prospects may drop below 50% if it elects not to contribute to development costs for such potential prospects. Since the inception of the Fortune Exploration Agreement, Zydeco has spent approximately $2.6 million to acquire and maintain leases and to purchase and process seismic data. In June 1997, Fortune exercised its right under the Fortune Exploration Agreement to have returned to it $2.2 million in unexpended funds which it had previously advanced to the Company to cover anticipated lease acquisition and exploration expenses relating to the co-owned prospects. In addition to the initial potential prospects, Zydeco and Fortune have established areas of mutual interest ("AMIs") adjoining each potential prospect. No assurance can be given that any new projects within the AMIs will be identified. Fortune has the right to farm out a portion or all of its interest in each prospect to Zydeco under a put arrangement in the Fortune Exploration Agreement. In the event of such a farmout, Fortune would retain a 1% overriding royalty interest, as to its interest in the prospect, convertible into a 10% working interest in its interest in the prospect after Zydeco or its partners, have recouped the cost of drilling, completion, and hook-up 30 of the well. Should Fortune farm out a smaller working interest to Zydeco, the overriding royalty and after-payout working interests would be proportionately reduced. Zydeco has similar farmout rights under the Fortune Exploration Agreement. POTENTIAL PROSPECTS AND LEASES Undeveloped Properties. The Company has identified and is evaluating a number of potential prospects outside of the West Cameron Seismic Project under oil and gas leases in which the Company has an interest. These leases are located primarily in the Miocene Trend of southern Louisiana. The potential prospects have generally been identified by shooting or purchasing certain 2D and 3D seismic data; processing or reprocessing thereof, and correlating the seismic data with subsurface well control and historical production data from similar properties. As of July 1, 1997, the Company held oil and gas leases covering approximately 21,480 gross acres (11,326 net acres) in the Louisiana Transition Zone and the Timbalier Trench. The Company owns 100% of the interest in five of the potential prospects in the Bay Marchand and Timbalier Bay areas. The Company owns a 50% interest in 17 of the potential prospects in which Fortune owns the remaining 50% interest, and the Company owns limited interests in the four other potential prospects which are all located in the Louisiana Transition Zone. The Company is currently offering to sell interests or farmout five of the potential prospects in which it has an interest in the Bay Marchand area. The Company is currently in the process of acquiring 3D seismic data and analyzing such data for certain of the other potential prospects. As of December 31, 1996, the Company had licensed 3D seismic data covering approximately 88,320 acres offshore Louisiana encompassing approximately 10,366 gross acres in which the Company has leases covering all or portions of the potential prospects. In addition, during 1997, the Company licensed 3D seismic data covering approximately 55,000 acres over federal and state waters adjacent to the Company's West Cameron Seismic Project. The Company does not have any leases in the area covered by the recently acquired data. The Company is in the process of collecting and analyzing the seismic data for the West Cameron Seismic Project. As a result, the Company has not commenced any lease acquisitions in that area. The Company acquired Fortune's interest in a 116 acre potential prospect in the area of the West Cameron Seismic Project to eliminate any conflict between the AMIs for the West Cameron Seismic Project and the Fortune project. Lease Terms. All the leases currently held by the Company are Federal or State of Louisiana offshore leases. The Company's leases have expiration dates ranging from 1997 to 2001. Federal offshore leases generally provide for a minimum royalty of 16.67%, have a primary lease term of five years, comprise an approximately 5,000 acre lease block, and are administered by the U.S. Department of Interior Minerals Management Service (the "MMS"). Annual rentals on Federal leases are $5.00 per acre. In general, the Company's federal leases consist of portions of 5,000 acre lease blocks. If production is not established or an extension is not obtained during the primary term, the lease terminates. Louisiana state leases are administered by the State Mineral Board of the State of Louisiana and generally provide for: (i) a minimum royalty of 20%; (ii) a five year primary term; and (iii) annual rentals in an amount equal to 50% of the original lease acquisition cost. Generally, title to state and federal leases is merchantable in all respects and operations thereon are not normally subject to litigation resulting from the legal doctrine of adverse possession or any other similar challenge to title. DRILLING ACTIVITIES In May 1994, Zydeco purchased a 10% working interest in a tested but unproven well in the Falcon Prospect. In January 1995, the well began production of natural gas. In April 1995, Bois D'Arc Exploration successfully tested a well in the Thunder West prospect as a farmout from Zydeco. Zydeco has a 7.33% overriding royalty interest in the well. In October 1994, Zydeco purchased a one-eighth working interest and participated in an exploratory well in the Bon Ton Prospect. In March 1995, the well was determined to be a dry hole and was plugged and abandoned. Subsequently in August 1995, the Company acquired a 50% interest in an adjacent state lease in the Bon Ton Prospect. In March 1996, Zydeco and Fortune farmed out the Polaris Prospect to FW Oil Interests, Inc. ("FW"). FW commenced drilling a well in July 1996, which was unsuccessful and abandoned in October 1996. In August 1996, the Company purchased certain non-producing leasehold interests from Neomar Resources, Inc., an affiliate of Mr. Sam B. Myers, Jr., Chief Executive Officer of the Company, and participated in the 31 drilling of an exploratory well located in Timbalier Bay in state waters offshore Louisiana. See "Management--Certain Relationships and Related Transactions." The Company paid $187,500 for a 37.5% working interest in the prospect leases, subject to a 25% back-in interest by Neomar after payout. Drilling of the exploratory well commenced in August 1996 and was abandoned in September 1996 for mechanical reasons without testing the well's primary objectives. Neomar Resources, Inc. participated for a 41.2% working interest in the well. The Company incurred $647,355 in exploration expense in 1996 in connection with the drilling and abandonment of the well. At December 31, 1996, the Company had undertaken to sell or farm out all or a portion of its interest in this prospect. OIL AND GAS RESERVES The Company engaged Ryder Scott Company, Petroleum Engineers ("Ryder Scott") to estimate the proved oil and gas reserves of the Company as of December 31, 1996, for all of the Company's proved properties. Ryder Scott is an independent oil and gas reserve engineering firm. Prior to 1995, the Company had no proved oil and gas reserves. Ryder Scott was also engaged to estimate the future net revenues to be derived from such properties. In preparing their report, Ryder Scott reviewed and examined such geological, economic, engineering, and other data provided by the Company as considered necessary under the circumstances, and examined the reasonableness of certain economic assumptions regarding estimated operating and development costs and recovery rates in light of economic circumstances as of December 31, 1996. As of December 31, 1996, the proved oil reserves were estimated to be 10,052 Bbls. and the proved natural gas reserves were estimated to be 243,000 Mcf. There are numerous uncertainties inherent in estimating quantities of reserves and in projecting future rates of production and timing of development expenditures, including many factors beyond the control of the producer. The reserve data set forth in this Prospectus represent only estimates. Reserve engineering is a subjective process of estimating underground accumulations of oil and gas that cannot be measured in an exact way, and the accuracy of any reserve estimate is a function of the quality and quantity of available data and of engineering and geological interpretation and judgment. As a result, estimates of different engineers often vary. In addition, results of drilling, testing, and production subsequent to the date of an estimate may justify revision of such estimate. Accordingly, reserve estimates at a specific point in time are often different from the quantities of oil and gas that are ultimately recovered, which differences may be significant. Additionally, the estimates of future net revenues from proved reserves of the Company and the present value of future net revenues are based upon certain assumptions about future production levels, prices, and costs that may not prove correct over time. The meaningfulness of such estimates is highly dependent upon the accuracy of the assumptions upon which they were based. INFORMATION RELATING TO OIL AND GAS PROPERTIES Production. The Company had no oil and gas reserves or production prior to 1995. The following table summarizes the sales volumes of the Company's net oil and gas production in the United States in barrels of oil and thousands of cubic feet of natural gas for each of the periods indicated:
THREE MONTHS YEAR ENDED ENDED DECEMBER 31, MARCH 31, -------------- 1997 1996 1995 --------- ------- ------ Crude oil and natural gas liquids (Bbls)............... 3,280 20,186 1,118 Natural gas (Mcf)...................................... 103,241 372,678 84,546
The sales volumes in the table represent sales of "net production", i.e., production which is net to the Company and produced to its interest after deducting royalty and other similar interests. 32 Average Prices and Production Costs. Average unit prices and unit production costs are set forth below with respect to the Company's net share of production of oil and gas in the United States:
AVERAGE AVERAGE OPERATING SALES PRICE COSTS PER NBOE(1) ------------ ----------------- PER PER BBL MCF PRODUCTION OIL GAS (LIFTING) DD&A(2) ------ ----- ---------- ------ Three Months Ended March 31, 1997............... $23.37 $2.88 $0.28 $1.66 Year Ended December 31, 1996.................... $22.39 $2.60 $0.27 $1.73 Year Ended December 31, 1995.................... $18.37 $1.76 $1.81 $7.50
- -------- (1) Net barrel of oil equivalent (NBOE) assuming natural gas converted at six mcf per equivalent barrel. (2) Excludes depreciation of seismic computer hardware and software of $136,640 for the three months ended March 31, 1997 and $488,521 and $278,297 for the years ended December 31, 1996 and 1995, respectively. Acreage and Well Summary. The information presented below relates to properties in the United States in which the Company has "working interests" which bear the cost of operations. The Company's total gross and net interests in productive wells and in developed and undeveloped acres at December 31, 1996, are summarized as follows:
GROSS NET ------- ------- OIL GAS OIL GAS --- --- --- --- Productive wells(1)............................................. -- 1 -- .10 Developed acres(2).............................................. 349 35 Undeveloped acres(3)............................................ 21,479 11,326
- -------- (1) "Productive Wells" are producing wells and wells capable of production, and include gas wells awaiting pipeline connections or necessary governmental certifications to commence deliveries and oil wells to be connected to production facilities. (2) "Developed Acres" include all acreage (on a leasehold basis in the United States) as to which proved reserves are attributed, whether or not currently producing, but exclude all producing acreage as to which the Company's interest is limited to royalty, overriding royalty, and other similar interests. (3) "Undeveloped Acres" are considered to be those lease acres on which wells have not been drilled or completed to a point that would permit the production of commercial quantities of oil or gas regardless of whether such acreage contains proved reserves. 33 Drilling Activities. The following table summarizes the oil and gas drilling activities of the Company in the United States for each of the two years ended December 31, 1996 and 1995, respectively:
YEAR ENDED DECEMBER 31, --------------------- 1996 1995 ---------- ---------- GROSS NET GROSS NET ----- ---- ----- ---- DEVELOPMENT WELLS DRILLED(1)(2): Productive.............................................. -- -- -- -- Dry..................................................... -- -- -- -- EXPLORATORY WELLS DRILLED(1)(2): Productive -- -- -- -- Dry..................................................... 1.0 .375 1.0 .125 --- ---- --- ---- Total................................................. 1.0 .375 1.0 .125 === ==== === ====
- -------- (1) "Wells Drilled" refers to the number of wells completed at any time during the fiscal year, regardless of when drilling was initiated. The term "completed" refers to the installation of permanent equipment for the production of oil or gas, or, in the case of a dry hole, to the reporting of abandonment to the appropriate agency. (2) A dry well is an exploratory or a development well found to be incapable of producing either oil or gas in sufficient quantities to justify completion as an oil or gas well. A productive well is an exploratory or a development well that is not a dry well. At December 31, 1996, the Company was not participating in any drilling wells. PROPRIETARY RIGHTS AND LICENSES The Company believes that its success depends primarily on the innovative skills, technical competence, and sales and marketing abilities of its personnel rather than upon the ownership of patents or other intellectual property. The Company has obtained licenses to use all software necessary to its business. On July 3, 1997, the Company received notice that an application in respect of the Wavefield Imaging Technology has been allowed for issuance of a patent by the United States Patent and Trademark Office. The Company expects that the patent will be issued in a few months. As discussed above, the Company has acquired a non-exclusive license to use the Wavefield Imaging Technology throughout the world and an exclusive license to use it in the Louisiana Transition Zone. See "--Strategy" and "--Technology." COMPETITION AND MARKETS Competition in the Louisiana Transition Zone and the Timbalier Trench is intense, particularly with respect to the acquisition of producing properties and proved undeveloped acreage. The Company competes with the major oil companies and other independent producers of varying sizes, all of which are engaged in the exploration, development, and acquisition of leases and producing properties. Many of the Company's competitors have financial resources and exploration and development budgets that are substantially greater than those of the Company, which may adversely affect the Company's ability to compete, particularly in regions other than the Gulf Coast. The availability of a ready market for and the price of any hydrocarbons produced will depend on many factors beyond the control of the Company, including the extent of domestic production and imports of foreign oil, the marketing of competitive fuels, the proximity and capacity of natural gas pipelines, the availability of transportation and other market facilities, the demand for hydrocarbons, the political conditions in the Middle East, the effect of federal and state regulation of allowable rates of production, taxation and the conduct of drilling operations, and federal regulation of natural gas. In the past, as a result of excess deliverability of natural gas, many pipeline companies have curtailed the amount of natural gas taken from producing wells, shut-in some producing wells, significantly reduced gas taken under existing contracts, refused to make payments under applicable "take-or- pay" provisions, and have not contracted for gas available from some newly completed 34 wells. The Company can give no assurance that such problems will not arise again. In addition, the ongoing restructuring of the natural gas pipeline industry will eliminate the gas purchasing activity of traditional interstate gas transmission pipeline buyers. See "--Governmental Regulation" and "Risk Factors--Competition." Producers of natural gas, therefore, will be required to develop new markets among gas marketing companies, end users of natural gas, and local distribution companies. All of these factors, together with economic factors in the marketing area, generally may affect the supply and/or demand for oil and gas and thus the prices available for sales of oil and gas. GOVERNMENTAL REGULATION The Company's oil and gas exploration, development, production, and related operations are subject to extensive rules and regulations promulgated by Federal and state agencies. Failure to comply with such rules and regulations can result in substantial penalties. The regulatory burden on the oil and gas industry increases the Company's cost of doing business and affects its profitability. Because such rules and regulations are frequently amended or reinterpreted, the Company is unable to predict the future cost or impact of complying with such rules and regulations. Production. In most, if not all, areas where the Company may conduct activities, there may be statutory provisions regulating the production of oil and natural gas under which administrative agencies may promulgate rules in connection with the operation and production of both oil and gas wells, determine the reasonable market demand for oil and gas, and establish allowable rates of production. Such regulations may restrict the rate at which the Company's wells produce oil or gas below the rate at which such wells would be produced in the absence of such regulations, with the result that the amount or timing of the Company's revenues could be adversely affected. Louisiana State Regulation. The State of Louisiana requires permits for seismic or drilling operations, drilling bonds, and reports concerning operations and imposes other requirements relating to the exploration and production of oil and gas. The State of Louisiana also has statutes or regulations addressing conservation matters, including provisions for the unitization or pooling of oil and gas properties, the establishment of maximum rates of production from wells, and the regulation of spacing, plugging, and abandonment of such wells. Offshore Leasing. The Company has acquired and plans to acquire additional oil and gas leases in the Gulf of Mexico, which will be granted by the Federal government and administered by the MMS. Such leases are issued through competitive bidding, contain relatively standardized terms, and require compliance with detailed MMS regulations and orders pursuant to the Outer Continental Shelf Lands Act ("OCSLA") (which are subject to change by the MMS). For offshore operations, lessees must obtain MMS approval for exploration plans and development and production plans prior to the commencement of such operations. In addition to permits required from other agencies such as the Coast Guard, the Army Corps of Engineers, and the Environmental Protection Agency (the "EPA"), lessees must obtain a permit from the MMS prior to the commencement of drilling. The MMS has promulgated regulations requiring offshore production facilities located on the Outer Continental Shelf to meet stringent engineering and construction specifications. Similarly, the MMS has promulgated other regulations governing the plugging and abandoning of wells located offshore and the removal of all production facilities. With respect to any Company operations conducted on offshore federal leases, liability may generally be imposed under the OCSLA for the costs of clean-up and damages caused by pollution resulting from such operations, other than damages caused by acts of war or the negligence of third parties. Under certain circumstances, including but not limited to, conditions deemed a threat or harm to the environment, the MMS may also require any Company operations on federal leases to be suspended or terminated in the affected area. Under the OCSLA, all oil and natural gas pipelines operating on the Outer Continental Shelf must provide "open and non-discriminatory" access to both owner and non-owner shippers. Consequently, the Company's gathering and transportation facilities located on the Outer Continental Shelf must be made available to third parties. 35 Bonding and Financial Responsibility Requirements. The Company is required to obtain bonding, or otherwise demonstrate financial responsibility, at varying levels by governmental agencies in connection with obtaining state or federal leases or acting as operator on such leases. These bonds may cover such obligations as plugging and abandonment of unproductive wells, removal of related production facilities, and pollution liabilities on federal and state leases. A substantially larger bond than the current $300,000 bond currently issued on behalf of the Company is required in order to act as operator on federal offshore leases. The Company will have to satisfy these increased bonding requirements in the event that it elects to operate any wells on federal leases. The Company expects to be able to enter into participation arrangements on its prospects with industry partners who are qualified to act as operators on Federal leases. In addition, the State of Louisiana recently adopted financial responsibility requirements with respect to plugging and abandonment liabilities on Louisiana leases. Natural Gas Marketing and Transportation. The Federal Energy Regulatory Commission ("FERC") regulates the transportation and sale for resale of natural gas in interstate commerce pursuant to the Natural Gas Act of 1938 ("NGA") and the Natural Gas Policy Act of 1978 ("NGPA"). In the past, the Federal government has regulated the prices at which oil and gas could be sold. Deregulation of wellhead sales in the natural gas industry began with the enactment of the NGPA in 1978. In 1989, Congress enacted the Natural Gas Wellhead Decontrol Act (the "Decontrol Act"). The Decontrol Act removed all NGA and NGPA price and nonprice controls affecting wellhead sales of natural gas effective January 1, 1993. While sales by producers of natural gas can currently be made at uncontrolled market prices, Congress could reenact price controls in the future. On April 8, 1992, the FERC issued Order No. 636, as amended by Order No. 636-A (issued in August 1992) and Order No. 636-B (issued in November 1992) as a continuation of its efforts to improve the competitive structure of the interstate natural gas pipeline industry and maximize the consumer benefits of a competitive wellhead gas market. The FERC proposed to generally require interstate pipelines to "unbundle," or separate their traditional merchant sales services from their transportation and storage services and to provide comparable transportation and storage services with respect to all gas supplies whether purchased from the pipeline or from other merchants such as marketers or producers. The pipelines must now separately state the applicable rates for each unbundled service (e.g., for natural gas transportation and for storage). This unbundling process has been implemented through negotiated settlement in individual pipeline services restructuring proceedings. On July 16, 1996, the Court of Appeals for the District of Columbia Circuit ("D.C. Circuit") issued its opinion on review of Order No. 636. The opinion upheld most elements of Order No. 636 including the unbundling of sales and transportation services, curtailment of pipeline capacity, implementation of the capacity release program and the mandatory imposition of straight-fixed- variable ("SFV") rate design for interstate pipeline companies. The D.C. Circuit did remand certain aspects of Order No. 636 to the FERC for further explanation including, inter alia, the FERC's decision to exempt pipelines from sharing in gas supply realignment ("GSR") costs caused by restructuring; FERC's selection of a twenty-year term matching cap for the right -of-first- refusal mechanism; the FERC's restriction on the entitlement of no-notice transportation service to only those customers receiving bundled sales service at the time of restructuring; and FERC's determination that pipelines should focus on individual customers, rather than customer classes, in mitigating the effects of SFV rate design. On February 27, 1997, the FERC issued its order on remand. The order reaffirmed the holding of Order No. 636 that pipelines should be entitled to recover 100 percent of their prudently incurred GSR costs. Moreover, since Order No. 636, few, if any, pipeline customers have been willing, or required, to commit to twenty-year contracts for existing capacity. Thus, FERC reduced the contract-matching cap for the right-of-first- refusal mechanism to five years. In light of the varied post-restructuring experience with no-notice service, the FERC also decided to no longer limit a pipeline's no-notice service to its bundled sales customers at the time of restructuring. Finally, the FERC reaffirmed that pipelines should focus on individual customers, rather than customer classes, in mitigating the effects of SFV rate design. Four petitions were filed with the Supreme Court on January 27, 1997 for writ of certiorari to review those portions of the D.C. Circuit's opinion which affirmed the capacity release and right-of-first- refusal provisions adopted in Order No. 636. Those petitions are still pending before the Court. 36 Although the Company is unable to predict the consequences of Order No. 636, the Company believes that Order No. 636 could have a significant effect on all segments of the natural gas industry. While Order No. 636 will not directly regulate the production and sale of gas that may be produced from the Company's properties, the FERC has stated that the order was intended primarily to foster increased competition in the natural gas industry and to allow for the transmission of more accurate price signals. Thus, the order could affect the market conditions in which the gas is sold and the availability of transportation services to deliver the gas to market. Oil Sales and Transportation Rates. The FERC regulates the transportation of oil in interstate commerce pursuant to the Interstate Commerce Act. Sales of crude oil, condensate, and gas liquids by the Company are not regulated and are made at market prices. However, the price a company receives from the sale of these products is affected by the cost of transporting the products to market. Effective as of January 1, 1995, the FERC implemented regulations establishing an indexing system for transportation rates for oil pipelines, which would generally index such rates to inflation, subject to certain conditions and limitations. Under the new regulations petroleum pipelines are able to change their rates within prescribed ceiling levels that are tied to the Producer Price Index for Finished Goods, minus one percent. Rate increases made pursuant to the index will be subject to protest, but such protests must show that the portion of the rate increase resulting from application of the index is substantially in excess of the pipeline's increase in costs. The new indexing methodology can be applied to any existing rate, even if the rate is under investigation. If such rate is subsequently adjusted, the ceiling level established under the index must be likewise adjusted. In the order adopting the new regulations the FERC said that as a general rule pipelines must utilize the indexing methodology to change their rates. FERC indicated, however, that it was retaining cost-of-service ratemaking, market-based rates, and settlements as alternatives to the indexing approach. A cost-of-service proceeding will be instituted to determine just and reasonable initial rates for new services. A pipeline can also follow a cost- of-service approach when seeking to increase its rates above index levels for uncontrollable circumstances. A pipeline can seek to charge market-based rates if it can establish that it lacks market power. Finally, a pipeline can establish rates pursuant to settlement if agreed upon by all current shippers. On May 10, 1996, the D.C. Circuit affirmed the new regulations. The Court held that by establishing a general indexing methodology along with limited exceptions to indexed rates, FERC had reasonably balanced its dual responsibilities of ensuring just and reasonable rates and streamlining ratemaking through generally applicable procedures. Because of the novelty and uncertainty surrounding the indexing methodology, as well as the possibility of the use of cost-of-service ratemaking and market-based rates, the Company is not able to predict with certainty what effect, if any, these regulations will have on it. However, other factors being equal, the regulations may tend to increase transportation costs or reduce wellhead prices for such commodities. Environmental. The Company's operations are subject to numerous laws and regulations governing the discharge of materials into the environment or otherwise relating to environmental protection. These laws and regulations may require the acquisition of a permit before drilling commences, restrict the types, quantities, and concentration of various substances that can be released into the environment in connection with drilling and production activities, limit or prohibit drilling activities on certain lands lying within wilderness, wetlands, and other protected areas, and impose substantial liabilities for pollution resulting from the Company's operations. Moreover, the recent trend toward stricter standards in environmental legislation and regulation is likely to continue. For instance, legislation has been proposed in Congress from time to time that would reclassify certain oil and gas exploration and production wastes as "hazardous wastes" which would make the reclassified wastes subject to much more stringent handling, disposal, and clean-up requirements. If such legislation were to be enacted, it could have a significant impact on the operating costs of the Company, as well as the oil and gas industry in general. State initiatives to further regulate the disposal of oil and gas wastes are also pending in certain states, and these various initiatives could have a similar impact on the Company. See "-- Governmental Regulations." The Comprehensive Environmental Response, Compensation, and Liability Act ("CERCLA"), also known as the "Superfund" law, imposes liability, without regard to fault or the legality of the original conduct, on 37 certain classes of persons that are considered to have contributed to the release of a "hazardous substance" into the environment. These persons include the owner or operator of the disposal site or sites where the release occurred and companies that disposed of or arranged for the disposal of the hazardous substances found at the site. Persons who are or were responsible for releases of hazardous substances under CERCLA may be subject to joint and several liability for the costs of cleaning up the hazardous substances that have been released into the environment and for damages to natural resources. It is not uncommon for neighboring landowners and other third parties to file claims for personal injury and property damage. OPERATIONAL RISKS AND INSURANCE The drilling of wells is subject to the usual drilling hazards such as cratering, explosions, uncontrollable flows of oil, gas or well fluids, fires, pollution, and other environmental risks. The Company's activities are also subject to perils specific to marine operations, such as capsizing, collision, and damage or loss from severe weather. These hazards can cause personal injury and loss of life, severe damage to and destruction of property and equipment, pollution or environmental damage, and suspension of operations. In accordance with customary industry practices, the Company maintains insurance against some, but not all, of such risks and some, but not all, of such losses. The occurrence of a significant event not fully insured or indemnified against could materially and adversely affect the Company's financial condition and operations. Moreover, no assurance can be given that the Company will be able to maintain adequate insurance in the future at rates it considers reasonable. See "Risk Factors--Exploration and Operating Risks of National Gas and Oil Operations." FACILITIES The Company leases approximately 12,600 square feet of office space in Houston, Texas under a lease expiring in 1999. EMPLOYEES As of July 1, 1997, the Company had 25 full-time employees, including three geologists, eight geophysicists and three landmen. The Company considers its relations with its employees to be good. 38 MANAGEMENT DIRECTORS AND EXECUTIVE OFFICERS The executive officers and directors of the Company are as follows:.
NAME AGE POSITION - ---- --- -------- Sam B. Myers, Jr................. 59 Chairman of the Board, Chief Executive Officer and Director Edward R. Prince, Jr............. 67 Vice Chairman and Director John O. Smith.................... 48 President, Chief Operating Officer and Director Norman S. Neidell................ 58 Vice President W. Kyle Willis................... 49 Vice President, Treasurer, Chief Financial Officer and Secretary John W. McTigue, Jr.............. 41 Vice President Charles E. Bradley, Sr........... 67 Director Harry C. Johnson................. 64 Director Philip A. Tuttle................. 55 Director
Sam B. Myers, Jr. has served, since December 1995, as Chairman of the Board of the Company and Chief Executive Officer and, until October 1996, President of the Company and in the same capacity for Zydeco Exploration since its formation in March, 1994. Mr. Myers has been an independent oil and gas operator and private investor since 1961. In addition, Mr. Myers has served as Chairman of the Board of Directors of Search Capital Group, Inc. ("Search"), a publicly held specialty financial services company, from August 1985 until May 1995 when he voluntarily resigned and as President and Chief Executive Officer from August 1985 until August 1993 and from November 1994 to January 1995. Mr. Myers served as interim President and Chief Executive Officer of Search, and certain of its finance subsidiaries, for 30 days commencing December 1994, after the resignation of Search's former President and Chief Executive Officer. After Mr. Myers' departure, eight finance subsidiaries, whose assets consist primarily of automobile loan portfolios, voluntarily filed for protection under Chapter 11 of the federal bankruptcy code in August 1995. Mr. Myers graduated from Texas A & M University with a BBA in Finance. Edward R. Prince, Jr. has served as Vice Chairman of the Board of the Company since December 1995 and served in the same capacity for Zydeco Exploration since August 1994. Mr. Prince has been involved in the geophysical service and exploration industry for 37 years. Mr. Prince was a founder of Digicon Inc., a publicly held geophysical contractor, which is now part of Veritas DGC, Inc. In 1994, he retired as Chief Executive Officer of Digicon, a position he held for more than 24 years. Mr. Prince has served the geophysical industry in various capacities including Chairman of the International Association of Geophysical Contractors and as a director of the National Ocean Industries Association. Mr. Prince also serves as a director of GeoScience Corporation, a publicly held designer and manufacturer of seismic data acquisition systems, geoscientific software and related products, and as a director of JetFax, Inc. Mr. Prince graduated with a BS from the U.S. Military Academy at West Point and received his MS in Applied Mathematics from North Carolina State College. John O. Smith joined the Company as President and Chief Operating Officer in October 1996. In January 1997, Mr. Smith was named a Director of the Company. Mr. Smith has 26 years experience in the exploration and production sector of the oil and gas business. Since 1984, Mr. Smith has been President and owner of JOS Energy Corp., an independent operator in the domestic Gulf Coast and Mid-Continent areas. Additionally, since 1984, Mr. Smith has provided oil and gas project management and consulting services to selected domestic and foreign clients. Prior to 1984 he held positions of increasing responsibility with independent oil and gas companies (Inexco Oil Company 1974-75; Tomlinson Interests, Inc. 1975-78; Longhorn Oil & Gas Company 1978-83). From 1971-1974 he was employed as a landman for Mobil Oil Corporation. Mr. Smith is a 1970 graduate of the University of Texas with a BBA in Petroleum Land Management. 39 Norman S. Neidell joined the Company as Vice President of Research and Development in July 1997. Dr. Neidell founded Wavefield Image, Inc. in 1995 and served as Chairman and President. In 1989, he co-founded Gandalf Explorers International, Ltd. (now MMS Petroleum PLC), a public company traded on the London AIM Stock Exchange in Ireland and the United Kingdom, where he serves as a director and technical advisor. In 1989, he co-founded GeoQuest International, Inc. (now Petroleum Information), where he served as a director, and in 1977, Zenith Exploration Co., Inc., where he has served as President, Chairman, and Chief Executive Officer. Dr. Neidell was a lecturer and an Adjunct Professor in the Geology Department of the University of Houston from 1971 to 1987. He is a Past President and Honorary Member of the Geophysical Society of Houston, a Distinguished Lecturer of the SEG, a Past Associate Editor of Geophysics, and a member of several AAPG and SEG committees. He graduated with a BS in mathematics from New York University, a Post Graduate Diploma in Applied Geophysics from Imperial College, and a Ph.D in Geodesy and Geophysics from Cambridge University. W. Kyle Willis joined the Company in January 1996 as Vice President, Treasurer, and Chief Financial Officer. From July 1992 to January 1996 Mr. Willis was a director, Executive Vice President, and Chief Financial Officer of Reunion Resources Company (formerly Buttes Gas & Oil Co.). From 1977 to 1996, Mr. Willis' executive experience included more than 14 years with public companies engaged in the energy industry where he served nine of those years as the principal financial officer. For the period from 1983 to 1990, Mr. Willis was engaged by four national venture capital firms where he conducted financial restructurings and operational workouts of technology investments and assisted emerging technology business startups. During this period, he served as President of TCS Software, Inc., a software developer, Vice President of Image Data Corporation, a video imaging communications manufacturer, and Southwest Network Services, a wide-area data network services company. Mr. Willis is a certified public accountant and practiced with Deloitte, Haskins & Sells for four years. Mr. Willis received his BBA in Accounting from Texas A & M University. John W. McTigue, Jr. has served as Vice President of the Company since December 1995. He has served in the same position for Zydeco Exploration since August 1994. Mr. McTigue has been involved in developing 3D seismic workstation technology and interpretation techniques for over ten years while working in various capacities with Paradigm Geophysical Corp. (1993 to 1994), INEXS, Inc. (1992 to 1993), GeoQuest Systems, Inc. (1990 to 1992) and Shell Development Company (1984 to 1990). Mr. McTigue holds BS and MS in Geology/Geophysics from Yale University and the University of Arizona, respectively. Charles E. Bradley, Sr. has served as a Director of the Company since December 1995. He is one of the founders of Stanwich Partners, Inc., a private investment firm which engages in leveraged buyouts, and has been President, a director and a shareholder of that company since its formation in 1982. Mr. Bradley serves in executive capacities for numerous companies, including Chairman of the Board of Consumer Portfolio Services, Inc., Reunion Industries Corp. (also Chief Executive Officer), DeVlieg-Bullard, Inc., Chatwins Group, Inc., Texon Energy Corporation (also President), Sanitas, Inc. (also President) and as a director of General Housewares Corp. and Audit & Survey's, Inc., all of which are publicly-held corporations. Mr. Bradley's previous experience also includes a position as a general partner at Price Waterhouse. Mr. Bradley received a BS in Economics from Yale University and an MBA from the New York University Graduate School of Business. Harry C. Johnson has served as a Director of the Company since December 1995. He has over 40 years experience in the oil and gas industry. He was founder and served as Chief Executive Officer of Red Eagle Resources Corporation until February 1995. Mr. Johnson has also been actively involved as a principal in various businesses, including banking, agriculture and aviation. Mr. Johnson was formerly a registered principal with the National Association of Securities Dealers, Inc. and was an allied member of The New York Stock Exchange. Mr. Johnson is a registered professional engineer with a degree in petroleum engineering from the University of Oklahoma. Philip A. Tuttle served as President, Chief Executive Officer, Chairman of the Board and a Director of the Company from its formation in June 1993 to December 1995. Mr. Tuttle has continued to serve as a Director. Since June 1989, he has been a general partner of Davis Tuttle Venture Partners, L.P., a private investment partnership. From November 1990 to October 1995, Mr. Tuttle was a director of Quality Tubing, Inc., a 40 manufacturer of steel coil tubing for the energy services industry, becoming Chairman of the Board in May 1992. Mr. Tuttle is a founder and was formerly President of the Houston Venture Capital Association. He was also President and a director of the Houston Chapter of the Association for Corporate Growth, Chairman of the Accounting Council at Rice University-Jones Graduate School of Administration and a member of the Board of Governors of the National Association of Small Business Investment Companies. In addition, Mr. Tuttle serves on the Board of Drypers Corp., a publicly traded company that manufactures and distributes disposable diapers. He is a Certified Public Accountant and Fellow of the Institute of Directors, London, England. Mr. Tuttle received a BA in Economics from Rice University and a MBA from Northwestern University. The directors named above were elected at the Company's 1997 Annual Meeting to serve in such capacities until the Company's 1998 Annual Meeting or until their respective successors have been duly elected and have been qualified, or until their earlier death, resignation, disqualification or removal from office. There is no family relationship between any of the directors and executive officers of Zydeco. GEOSCIENTISTS In addition to Mr. Prince and Mr. McTigue the Company has employed a group of talented and experienced geologists and geophysicists. Information with respect to those experts is set forth below. Stephen W. Knecht. Mr. Knecht is a geologist and was a co-founder of Zydeco Exploration. Mr. Knecht has over 22 years experience in oil and gas exploration. Prior to the formation of Zydeco Exploration, Mr. Knecht worked as an exploration geologist for privately held exploration companies and Standard Oil Company of Ohio, Williams Exploration Company and NRG Resources, Inc. Mr. Knecht holds a BS in Geology from Texas A&M University. William L. Weibel. Mr. Weibel joined the Company as a geophysicist in 1996. Mr. Weibel has over 15 years experience in oil and gas exploration. Prior to joining the Company, Mr. Weibel worked as a geophysicist for Amoco Production Company and Landmark Graphics, Inc. Mr. Weibel holds a BS in Geology from Northern Illinois University and an MS in Geosciences from the University of Arizona. Stephen H. Allen. Mr. Allen is a geologist and joined the Company in 1996. He has 27 years experience in oil and gas exploration. Mr. Allen has worked as a geologist at Atlantic Richfield Company, Hanson Minerals, Cockrell Oil Corporation and other small and medium sized oil and gas exploration companies. Mr. Allen holds a BS in Geology from Southern Methodist University and an MS in Geology from Louisiana State University. Charles Gartmann. Mr. Gartmann joined the Company as a geophysicist in 1996. Prior to joining the Company Mr. Gartmann worked as a geophysicist at Energy Development Corporation, Apache Corporation, Placid Oil Company and Amoco Production Company. Mr. Gartmann holds a BA in Geology and an MS in Geology/Geophysics from the University of Wisconsin--Milwaukee. James Sobczak. Mr. Sobczak joined the Company as a geophysicist in 1997. Mr. Sobczak has over 16 years experience in oil and gas exploration and related businesses at Digicon Inc., CogniSeis Development, Inc. and Texaco, Inc. Mr. Sobczak holds a BS in Mechanical Engineering from Purdue University and a BS in Geophysical Engineering from Colorado School of Mines. Jim Taylor. Mr. Taylor joined the Company as a geologist in 1997. Mr. Taylor has over 22 years experience in oil and gas exploration. He has worked as a geologist at Union Oil of California, Quintana Corporation, Apache Corporation and JAPEX (US) Corp. Mr. Taylor holds a BS and an MS in Geology from the University of Memphis. Margaret Smith. Ms. Smith joined the Company as a geophysicist in 1997. Ms. Smith has over 20 years experience in seismic data processing in the oil and gas industry. Before joining the Company, she was employed by Seismograph Service Ltd., Digicon Geophysical Corp., and N. S. Neidell and Associates. Ms. Smith holds a BS in Geology from the University of Glasgow, Scotland. Rosemary P. Mullin. Ms. Mullin joined the Company as a geologist in 1997. Ms. Mullin has over 21 years experience in the oil and gas industry. She has worked as a geologist for Shell Oil Company and N. S. Neidell and Associates. Ms. Mullin holds a BS in Mathematics and Earth Sciences and a MS in Geology from the University of Michigan. 41 COMPENSATION The following table reflects all forms of compensation for services to the Company and its subsidiaries for the years ended December 31, 1996, and 1995, of those individuals who were at December 31, 1996, (i) the Chief Executive Officer and (ii) each of the five other most highly compensated executive officers of the Company (the "Named Executives"): SUMMARY COMPENSATION TABLE
LONG TERM ANNUAL COMPENSATION COMPENSATION(1) AWARDS --------------------------------- SECURITIES NAME AND PRINCIPAL OPTIONS ALL OTHER POSITION YEAR SALARY BONUS UNDERLYING COMPENSATION - ------------------ ---- ---------- ------------------- ------------ Sam B. Myers, Jr........ 1996 $ 150,000 $ -- -- $9,651(2) Chief Executive Officer 1995 69,500 -- -- 724(2) Edward R. Prince, Jr.... 1996 150,000 -- -- -- Vice Chairman 1995 -- -- -- -- John O. Smith........... 1996 37,500(3) -- 200,000 28,670(2)(4) President and Chief Operating Officer 1995 -- -- -- -- W. Kyle Willis.......... 1996 100,000 -- 150,000 8,841(2) Vice President, 1995 -- -- -- -- Treasurer and Chief Financial Officer Stephen W. Knecht(5).... 1996 150,000 -- -- 8,159(2) Vice President 1995 39,250 -- -- 701(2) John W. McTigue, Jr..... 1996 100,000 -- -- 6,656(2) Vice President 1995 18,665 -- -- 518(2)
- -------- (1) From January 1, 1995, to December 20, 1995, no officer received any compensation other than reimbursement for any reasonable business expense incurred in connection with activities on behalf of the Company. After December 20, 1995, the date of the acquisition by merger of Zydeco Exploration (the "Merger"), the Company paid all officers' salaries for the remainder of 1995 in amounts which did not exceed $6,250 for any one person. In addition, after December 20, 1995, Zydeco Exploration paid accrued compensation which had been deferred from earlier in 1995 to Messrs. Myers, Knecht, and McTigue in the amounts of $66,000, $33,000, and $12,498 respectively. (Prior to December 20, 1995, Zydeco Exploration was an independent, privately held company.) (2) Includes the Company's portion of expenses incurred under the Company's health and long-term disability plans under the same terms and conditions as available to all employees. (3) Mr. Smith's salary for 1997 is anticipated to be $150,000. (4) Includes $27,156 in consulting fees paid to Mr. Smith in 1996 for services rendered prior to his employment by the Company. (5) Mr. Knecht ceased to be an executive officer of the Company as of May 15, 1997. The Company's Named Executives receive health and disability insurance benefits which do not exceed 10% of their respective salaries. These benefits are also provided to all other employees of the Company. The Company's 1996 Incentive Equity Plan is described below. AGREEMENTS WITH DIRECTORS AND EXECUTIVE OFFICERS In 1995, Zydeco Exploration entered into employment agreements with Messrs. Knecht and McTigue. Each of the agreements provides: (i) for a five year term ending December 31, 1999 (the "Primary Term"); (ii) that 42 Zydeco Exploration may terminate employment with or without cause during the Primary Term; (iii) for a base salary of $150,000 and $100,000 for Messrs. Knecht and McTigue, respectively, subject to the Zydeco Exploration Board's discretion to elect to defer up to 50% of the base salary for not more than one year; (iv) for the payment of base salary for the entirety of the Primary Term if the employee is terminated other than for death, disability or for cause; (v) if terminated for "cause" during the Primary Term, the agreement is terminated immediately and Zydeco Exploration shall have no further payment obligations; and (vi) that the employee will retain confidentiality of certain information and will not compete in the Timbalier Trench or Louisiana Transition Zone with Zydeco Exploration for a period ending one year after the expiration of the Primary Term or the termination of the agreement, whichever occurs first. Mr. McTigue's agreement also provided for the issuance of certain employee stock options under the employee stock option plan then in effect for Zydeco Exploration. Mr. Knecht's agreement entitles him to receive a 1% overriding royalty interest in Zydeco Exploration's interest in all oil and gas prospects generated for Zydeco Exploration by Mr. Knecht. Mr. Knecht relinquished 500,000 shares of Zydeco Exploration Common Stock to Zydeco Exploration in exchange for the right to receive the overriding royalties under this agreement. On July 1, 1997, Zydeco Energy entered into an employment agreement with Dr. Neidell. Dr. Neidell's agreement provided (i) for a four year term (the "Neidell Term") ending July 1, 2001; (ii) that Zydeco may terminate employment with or without cause; (iii) for a base salary of $150,000; (iv) for the payment of base salary for the entirety of the Neidell Term if he is terminated other than for death, disability or for cause; (v) that if terminated for "cause" during the Primary Term, the agreement is terminated immediately and Zydeco Energy shall have no further payment obligations; and (vi) that the employee will retain confidentiality of certain information and will not compete with the Company for one year after termination. The Company has not entered into any other employment agreements. The Company has entered into confidentiality agreements with all of its employees. COMPENSATION OF DIRECTORS The Company does not compensate its directors, who are executive officers, for their services other than their compensation as officers and employees of the Company. The Company pays an annual fee of $12,000, in equal monthly amounts, to directors who are not executive officers or employees. In 1996 the Company adopted the 1996 Non-employee Directors Stock Option Plan (the "Directors Plan"). The Board has granted 15,000 options to each of Messrs. Tuttle, Bradley and Johnson, pursuant to the Directors Plan. The options granted vest in one-third increments annually with the first one-third vesting April 1, 1997. The exercise price of the options granted is $6.69, the average of the high bid price and low asked price for the Common Stock on the date of grant. 1996 NON-EMPLOYEE DIRECTORS STOCK OPTION PLAN The Directors Plan was adopted by the Company in 1996. Pursuant to the Directors Plan, each Non-employee Director is granted an option (a "Director Option") to purchase 15,000 shares of Common Stock at the average of the closing bid price and asked price on the date appointed or elected. As of July 1, 1997, three persons were eligible for, and had been granted, Director Options covering 45,000 shares under the Directors Plan. Each Director Option that is vested may be exercised in full at one time or in part from time to time. The exercise price may be paid in cash or shares of Common Stock. Unless sooner terminated, the Directors Plan will expire on December 31, 2005, and any Director Option outstanding on such date will remain outstanding until it has either expired or has been fully exercised. 43 The Directors Plan provides for adjustments to the maximum number of shares for which Director Options may be granted, the number of shares subject to outstanding Director Options and the exercise price of such outstanding Director Options in the event of a declaration of a stock dividend or any recapitalization resulting in a stock split-up, combination or exchange of shares of Common Stock in order to prevent dilution or enlargement of the rights of optionee. In the event of a "Change in Control," as defined in the Directors Plan, options granted more than six months prior to the "Change in Control" will be canceled in exchange for a cash payment equal to the value of such options. The Company has filed a registration statement registering the sale of the shares of Common Stock acquired upon exercise of the Directors Options. EMPLOYEE STOCK OPTIONS 1995 Zydeco Exploration Employee Options. Zydeco Exploration adopted as of February 22, 1995, the Zydeco 1995 Employee Stock Option Plan (the "1995 Plan"). Pursuant to the 1995 Plan, the Company granted the options summarized in the table under "1995 Employee Options" on March 3, 1995. These Zydeco Exploration options (the "1995 Employee Options") were assumed by the Company pursuant to the Merger. The following table summarizes the 1995 Employee Options granted by Zydeco Exploration and which have been assumed by the Company pursuant to the Merger. The Company did not assume or adopt the Zydeco 1995 Employee Stock Option Plan. ZYDECO EXPLORATION EMPLOYEE STOCK OPTIONS GRANTED PURSUANT TO THE 1995 PLAN
INDIVIDUAL GRANTS --------------------------------------------------------------- POTENTIAL REALIZABLE VALUE AT ASSUMED ANNUAL NUMBER OF PERCENT OF EXERCISE RATES OF STOCK SECURITIES TOTAL OR BASE PRICE APPRECIATION UNDERLYING OPTIONS PRICE FOR OPTION TERM(1) OPTIONS GRANTED PER EXPIRATION ------------------- NAME GRANTED TO EMPLOYEES SHARE DATE 5% 10% ---- ---------- ------------ -------- ---------- -------- ---------- John W. McTigue, Jr..... 625,004 62.1% $1.60 3/03/05 $628,899 $1,593,753 Edward R. Prince, Jr.... 312,502 31.1 1.60 3/03/05 314,449 796,876
- -------- (1) These amounts represent assumed rates of appreciation in the price of the Company's Common Stock during the terms of the options. Actual gains, if any, on stock option exercises will depend on the future price of the Common Stock and overall stock market conditions. There is no representation that the rates of appreciation reflected in this table will be achieved. The exercise price of a 1995 Employee Option may be paid in cash or delivery of already owned shares of Common Stock having a fair market value equal to the exercise price. Thirty days prior to certain major corporate events such as, among other things, certain changes in control, mergers or sales of substantially all of the assets of Zydeco, each 1995 Employee Option shall immediately become exercisable in full. All the 1995 Employee Options expire on March 3, 2005. The number of shares subject to the 1995 Employee Options and the exercise price of the 1995 Employee Options are subject to adjustment in the event of a declaration of a stock dividend or any recapitalization resulting in a stock split-up, combination or exchange of shares of Common Stock. The shares issuable pursuant to the exercise of the 1995 Employee Options are registered under the Securities Act of 1933, as amended (the "Securities Act"). 1996 Incentive Equity Plan. In 1996, the Company adopted the 1996 Incentive Equity Plan (the "1996 Incentive Plan"). The 1996 Incentive Plan provides for the granting of stock options, stock appreciation rights, phantom shares, restricted stock, performance units and bonus shares. The aggregate amount of Common Stock with respect to which awards may be made may not exceed 950,000 shares of Common Stock. The 1996 Incentive Plan is administered by the Compensation Committee of the Board of Directors (the "Committee"). Subject to the terms of the 1996 Incentive Plan, the Committee determines to whom discretionary awards will be made and the terms and conditions of such awards. 44 No awards other than stock options have been granted under the 1996 Incentive Plan. The following table sets forth information with respect to the options to purchase shares of Common Stock granted under all stock option plans to each executive officer named in the Summary Compensation Table in the fiscal year ended December 31, 1996: OPTIONS GRANTED PURSUANT TO THE 1996 INCENTIVE PLAN
INDIVIDUAL GRANTS ---------------------------------------------------------------- POTENTIAL REALIZABLE VALUE AT ASSUMED ANNUAL NUMBER OF PERCENT OF RATES OF STOCK SECURITIES TOTAL EXERCISE PRICE APPRECIATION UNDERLYING OPTIONS OR BASE FOR OPTION TERM(3) OPTIONS GRANTED PRICE PER EXPIRATION ------------------- NAME GRANTED(1) TO EMPLOYEES SHARE(2) DATE 5% 10% ---- ---------- ------------ --------- ---------- -------- ---------- John O. Smith........... 200,000 40.4% $5.22 10/7/06 $656,440 $1,663,548 W. Kyle Willis.......... 150,000 30.3 6.69 1/4/06 630,860 1,598,723
- -------- (1) One fourth of these options vest on the first anniversary of the date of grant and on each of the succeeding three anniversary dates. Options are exercisable within the ten-year period from the date of grant subject to the vesting schedule. (2) The exercise price of all options granted during 1996 was equal to the market value of the underlying Common Stock on the date of grant. (3) These amounts represent assumed rates of appreciation in the price of the Company's Common Stock during the terms of the options. Actual gains, if any, on stock option exercises will depend on the future price of the Common Stock and overall stock market conditions. There is no representation that the rates of appreciation reflected in this table will be achieved. In the event of a "change in control" (as defined in the 1996 Incentive Plan), all awards that have been granted under the 1996 Incentive Plan more than six months prior to the date of such event may be canceled by action of the Board, effective on the date of such event. Upon cancellation a participant would be paid in cash an amount equal to the net value of the cancelled award. The Board may make or provide for such adjustments in the numbers of shares of Common Stock covered by outstanding option rights, appreciation rights and phantom shares granted hereunder, in the option price or grant price applicable to any such option rights and appreciation rights, and/or in the kind of shares covered thereby (including shares of another issuer), as the Board may determine is equitably required to prevent dilution or enlargement of the rights of participants that otherwise would result from any stock dividend, stock split, combination of shares, recapitalization or other change in the capital structure of the Company, merger, consolidation, reorganization, partial or complete liquidation, issuance of rights or warrants to purchase securities or any other corporation transaction or event having an effect similar to any of the foregoing. The Company has filed a registration statement under the Securities Act registering the sale of the shares of Common Stock granted or acquired upon exercise of awards granted pursuant to the 1996 Incentive Plan. 45 YEAR-END OPTIONS VALUE TABLE The following table summarizes the options granted by the Company to the Named Executives pursuant to the 1995 Plan and the 1996 Incentive Plan. All of the options granted pursuant to the 1996 Incentive Plan have an exercise price equal to the fair market value of a share of Common Stock on the date granted. The value of the in-the-money options in the following table was determined using the closing bid price of the Company's Common Stock, which was $6.25 per share, as of December 31, 1996 less the exercise price of such option. OPTION VALUES AT DECEMBER 31, 1996
NUMBER OF SECURITIES UNDERLYING UNEXERCISED VALUE OF UNEXERCISED OPTIONS AT IN-THE-MONEY OPTIONS AT DECEMBER 31, 1996 DECEMBER 31, 1996 ------------------------- ------------------------- NAME EXERCISABLE UNEXERCISABLE EXERCISABLE UNEXERCISABLE ---- ----------- ------------- ----------- ------------- Sam B. Myers, Jr............ -- -- $ -- $ -- Edward R. Prince, Jr........ 156,251 156,251 726,567 726,567 John O. Smith............... -- 200,000 -- 206,000 Stephen W. Knecht........... -- -- -- -- John W. McTigue, Jr......... 312,502 312,502 1,453,134 1,453,134 W. Kyle Willis.............. -- 150,000 -- --
CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS In June 1996, the Company, with the approval of the Board of Directors (Mr. Sam B. Myers, Jr. abstaining), purchased all the working interest in certain unproved properties consisting of five non-producing offshore oil and gas leases from entities (the "Myers Family Interests") owned by the adult children of the Company's Chief Executive Officer, Mr. Sam B. Myers, Jr., who subsequently became an officer of certain of the entities. At the time of the purchase, Mr. Knecht and Mr. Reed were President and Vice President, respectively, of one of the sellers. The Company paid $302,464 (represented by the Myers Family Interests as their accumulated cost in the property interests) for the leases which are located in state waters offshore Louisiana. The leases are subject to a 7.5% working interest back-in after payout by the Myers Family Interests. The Myers Family Interests also own an aggregate of between 4.5% and 7.5% overriding royalty interest in these leases, which interests were owned by the Myers Family Interests prior to this transaction with the Company. In addition, Messrs. Knecht and Reed and an employee of the Company own overriding royalty interests under the leases and Mr. Knecht received an additional 1.0% overriding royalty interest in three of the leases pursuant to his employment contract. In addition, at the time of purchase of the property interests, Messrs. Knecht and Reed also received an aggregate one-half percent overriding royalty interest in two of the leases directly from the Myers Family Interests. In May 1996, the Company purchased certain proprietary geologic and geophysical data and computer equipment which was being utilized by the Company from a Myers Family Interest for $145,490 (represented by the seller to the Company as the depreciated book value of the purchased property). In August 1996, the Company, with the approval of the Board of Directors (Mr. Sam B. Myers, Jr. abstaining), purchased non-producing leasehold interests owned by certain Myers Family Interests and agreed to participate with a Myers Family Interest in the drilling of an exploratory well located in Timbalier Bay in state waters offshore Louisiana. Mr. Myers was at the time of the sale, and remains, President of both of the selling entities. The Company paid $187,500 for a 37.5% working interest in the drilling prospect. The Myers Family Interests own an aggregate of between 33.1% and 37.3% net revenue interest in the prospect leases and Mr. Myers owns an approximate 1.6% overriding royalty interest under portions of the leases. The Myers Family Interests participated in the well with a working interest of 41.2% and paid their proportionate share of the estimated cost of drilling and well completion. The Myers Family Interests can also back-in for a 25.0% working interest of a well after payout. In addition, an affiliate of a director of the Company also purchased a 5.0% working interest in the properties on the same basis as the terms of the Company's participation. Messrs. Knecht and 46 Reed also own net revenue interests in the prospect leases, one of which also purchased an additional 1% working interest participation in the property at the same time and on the same basis as the terms of the Company's participation. Drilling of the exploratory well commenced in August 1996 and was abandoned in September 1996 for mechanical reasons without testing the well's primary objectives. The Company has undertaken to sell a portion or farmout its interest in this prospect and at December 31, 1996, reflected $187,500 in unproved and unevaluated properties related to the prospect. The Company charged $647,355 to exploration expense in 1996 in connection with the drilling and abandonment of the well. In 1996, the Company licensed software and purchased related software maintenance services aggregating $325,768 from a subsidiary of GeoScience Corporation. Subsequently, in October 1996, Mr. Prince became a director of GeoScience Corporation. In connection with the acquisition of Wavefield, the Company agreed to lease certain office furniture and equipment owned by Dr. Neidell which was and is used by Wavefield. Dr. Neidell is a director of MMS Petroleum PLC, a licensee of the Wavefield Imaging Technology. The license was negotiated and executed prior to the Company's acquisition of Wavefield. The Company believes all of the transactions with related parties have been on terms no less favorable to the Company than those terms which may have been obtained from unrelated third parties. None of the officers or directors of the Company is related to any other executive officer or director of the Company. CONFLICTS OF INTEREST Certain of the Company's officers, directors, employees and stockholders own working and overriding royalty interests in leases owned by the Company or that adjoin, or are in the vicinity of, some of the potential prospects described herein. Such officers, directors, employees and stockholders will continue to conduct operations on such leases, including, without limitation, acquiring or shooting, processing and/or reprocessing seismic data, remediating or recompleting existing wells and/or the drilling of new wells. Hence, a conflict of interest may exist if the Company proposes to drill or farmout for the drilling of a well or wells upon leases it currently owns and leases immediately offsetting the leases owned by its officers, directors, employees or stockholders. Certain members of the Company's management team are also investors, executive officers and/or directors of small privately owned companies with limited oil and gas operations. Though the Company's management team intends to devote their full time to managing the affairs of the Company, they may occasionally devote a minimal amount of time to other positions they hold. Company transactions with related parties have been and will be subject to the approval of the independent directors. See "Risk Factors--Conflicts of Interest." 47 DESCRIPTION OF THE COMPANY'S SECURITIES GENERAL The Company is authorized to issue 50,000,000 shares of Common Stock, par value $.001 per share, and 1,000,000 shares of Preferred Stock, par value $.001 per share. As of the date of this Prospectus, 6,707,098 shares of Common Stock are outstanding, and such shares are owned by approximately 56 persons of record and are owned beneficially by approximately 750 persons. As of the date of this Prospectus, there are no shares of Preferred Stock outstanding. COMMON STOCK The holders of shares of Common Stock are entitled to one vote for each share held of record on all matters to be voted on by stockholders. There is no cumulative voting with respect to the election of directors, with the result that the holders of more than 50% of the shares voting for the election of directors can elect all of the directors then being elected. The holders of shares of Common Stock are entitled to receive dividends when, as and if declared by the Board of Directors out of funds legally available therefor. In the event of liquidation, dissolution or winding up of the Company, the holders of shares of Common Stock are entitled to share ratably in all assets remaining available for distribution to them after payment of liabilities and after provision has been made for each class of stock, if any, having preference over the shares of Common Stock. Holders of shares of Common Stock, as such, have no conversion, redemption, preemptive or other subscription rights. All of the outstanding shares of Common Stock and the shares of Common Stock included in the Units, described below, are fully paid and nonassessable. PREFERRED STOCK The Company's Certificate of Incorporation authorizes the issuance of 1,000,000 shares of Preferred Stock with such designations, rights and preferences as may be determined from time to time by the Board of Directors. Accordingly, the Board of Directors is empowered, without stockholder approval, to issue shares of Preferred Stock with dividend, liquidation, conversion, voting or other rights which could adversely affect the voting power or other rights of the holders of shares of Common Stock. In addition, the shares of Preferred Stock could be utilized, under certain circumstances, as a method of discouraging, delaying or preventing a change in control of the Company. In July 1996, all 781,255 shares of Preferred Stock then outstanding were converted into 781,255 shares of Common Stock. There are no shares of Preferred Stock currently outstanding. REDEEMABLE COMMON STOCK PURCHASE WARRANTS Each Redeemable Common Stock Purchase Warrant (a "Redeemable Warrant") entitles the registered holder to purchase one share of Common Stock for $5.50, subject to adjustment in certain circumstances. The Redeemable Warrants expire on December 13, 2000. The Company may call the Redeemable Warrants for redemption, in whole and not in part, at a price of $.01 per Redeemable Warrant at any time if the last sale price of the shares of Common Stock has been at least $10.00 per share for the 20 consecutive trading days ending on the third day prior to the date on which the notice of redemption is given. The notice of redemption must be given at least 30 days in advance of the redemption date. The holders of Redeemable Warrants have exercise rights until the close of business on the redemption date. The exercise price, number of shares of Common Stock issuable on exercise of the Redeemable Warrants and redemption price are subject to adjustment in certain circumstances including in the event of a stock dividend, recapitalization, reorganization, merger or consolidation of the Company. However, the Redeemable Warrants are not subject to adjustment for issuances of shares of Common Stock at a price below their exercise price. The Company has the right, in its sole discretion, to decrease the exercise price of the Redeemable Warrants for a period of not less than 30 days on not less than 30 days prior written notice to the warrant holders. In addition, 48 the Company has the right, in its sole discretion, to extend the expiration date of the Redeemable Warrants on five business days prior written notice to the holders of the Redeemable Warrants. The Redeemable Warrants are quoted on the Nasdaq SmallCap Market. As of the date of this Prospectus there are 3,300,000 Redeemable Warrants outstanding. UNIT OPTIONS The Company's Unit Options are currently exercisable at $6.60 per Unit. Each Unit consists of one share of Common Stock and two Common Stock Purchase Warrants ("Unit Option Warrants"). Each Unit Option Warrant will entitle the holder to purchase one share of Common Stock under terms similar to the terms of the Redeemable Warrants except that the Unit Option Warrants are not redeemable. The exercise price of the Unit Options and the number of Units issuable upon exercise of a Unit Option are subject to adjustment in the event Common Stock (or warrants, options or convertible securities exercisable or convertible into Common Stock) (including the Shares offered hereby) are issued at less than either the Unit Option exercise price or trading price of the Common Stock. The holders of Unit Options may elect to convert Unit Options into a number of Units equal to the difference between the trading price of Common Stock and the then current Unit Option exercise price, divided by the exercise price. The result of the foregoing provisions is that the number of Unit Options will adjust upward and the related exercise price will adjust downward in the event the Shares are sold in the Offering at a Price to the Public of less than $6.60 per share. The foregoing provisions could, under certain circumstances, afford the holders of the Unit Options the opportunity to purchase a substantial amount of the Company's securities at a price significantly below market. The holders of Unit Options are entitled to demand and piggyback registration rights with respect to the Unit Options and all underlying securities. The demand registration rights expire December 13, 1998 and the piggyback registration rights expire on December 13, 2000. As of the date of this Prospectus there were 150,000 Unit Options outstanding. 1995 BRIDGE WARRANTS In connection with certain private financing, the Company issued a total of 225,028 warrants (the "1995 Bridge Warrants") to certain persons. The terms and conditions of the 1995 Bridge Warrants are substantially the same as the terms and conditions of the $5.50 Warrants except as described in this paragraph. The exercise price for the 1995 Bridge Warrants is $5.33 per share, and they include a "cashless" exercise right pursuant to which 1995 Bridge Warrants may be surrendered in order to pay the exercise price on other 1995 Bridge Warrants. In addition, the 1995 Bridge Warrants may not be redeemed by the Company. The 1995 Bridge Warrants were not registered with the Securities and Exchange Commission (the "Commission"). One of the Underwriters owns 75,000 of the 1995 Bridge Warrants. ZYDECO EXPLORATION WARRANTS Certain Company warrants (the "Zydeco Exploration Warrants") were issued by Zydeco Exploration, Inc. prior to the Merger with TN Energy and assumed by the Company in connection with the Merger. Each Zydeco Exploration Warrant entitles the registered holder to purchase one share of Common Stock for $1.60, subject to adjustment in certain circumstances, at any time ending on December 1, 1999, at which time the Warrants will expire. The Zydeco Exploration Warrants are not redeemable. The exercise price and the number of shares of Common Stock issuable on exercise of the Zydeco Exploration Warrants are subject to adjustment in certain circumstances including in the event of a stock dividend, recapitalization, reorganization, merger or consolidation of the Company. The exercise price may be paid in cash or with shares of Common Stock. The holders of Zydeco Exploration Warrants do not have the rights or privileges of holders of shares of Common Stock prior to the exercise of the Zydeco Exploration Warrants. The Company has registered the resale of the shares of Common Stock issuable upon exercise of the Zydeco Exploration Warrants with the Commission. As of the date of this Prospectus there were 30,640 Zydeco Exploration Warrants outstanding. 49 PRINCIPAL STOCKHOLDERS The following table sets forth certain information as of July 1, 1997, regarding beneficial ownership of Common Stock and as adjusted to reflect the sale of the Shares offered hereby of (i) each stockholder who is known by the Company to beneficially own more than 5% of Common Stock; (ii) each Director; (iii) each Named Executive; and (iv) all directors and executive officers as a group.
PERCENTAGE BENEFICIALLY OWNED NUMBER OF SHARES ----------------------- OF COMMON STOCK BEFORE THE AFTER THE NAME OF BENEFICIAL OWNER BENEFICIALLY OWNED OFFERING(1) OFFERING(2) - ------------------------ ------------------ ----------- ----------- Richard L. Morgan................... 1,562,510(3) 23.3% 17.9% David M. Fender..................... 1,544,018(4) 23.0% 17.7% Elizabeth I. Magness................ 390,627(5) 5.8% 4.5% John W. McTigue, Jr................. 312,502(6) 4.5% 3.5% Sam B. Myers, Jr.................... 269,925 4.0% 3.1% Edward R. Prince, Jr................ 171,876(6) 2.5% 1.9% Norman S. Neidell................... 75,000 1.1% 0.9% Philip A. Tuttle.................... 57,512(6) 0.9% 0.7% W. Kyle Willis...................... 37,500(6) 0.6% 0.4% Charles E. Bradley, Sr.............. 10,000(6) 0.1% 0.1% Harry C. Johnson.................... 5,000(6) 0.1% 0.1% John O. Smith....................... -- -- -- Directors and Officers as a group (9 persons)........................... 939,315(6) 13.0% 10.2%
- -------- (1) Based on 6,707,098 shares of Common Stock outstanding as of July 1, 1997. (2) Based on 8,707,098 shares of Common Stock, assuming all 2,000,000 Shares offered hereby are sold to third parties. (3) Includes 781,255 shares owned by The SBM III Trust and 781,255 shares owned by The MFM Trust; Mr. Morgan is trustee of both trusts. The SBM III Trust was established for the benefit of the children of Sam B. Myers, III. The MFM Trust was established for the benefit of the children of Melanie F. Myers. Mr. Morgan has sole voting and dispositive power with respect to such shares. Mr. Sam B. Myers, Jr. disclaims any beneficial ownership of the shares owned by the trusts. Mr. Morgan's address is 700 N. Pearl Street, Suite 2170, Dallas, Texas 75201. (4) Includes 15,625 shares owned personally by Mr. Fender and 1,528,393 shares owned by The Bon Temps Trust for which Mr. Fender is trustee. The Bon Temps Trust is a trust established for the benefit of the children of Sam B. Myers, Jr. Mr. Fender has sole voting and dispositive power with respect to such shares. Mr. Myers disclaims any beneficial ownership of the shares owned by the trust. Mr. Fender's address is 116 East Front Street, Tyler, Texas 75702. (5) Includes 390,627 shares held by The Knecht 1994 Descendants Trust, a trust established for the benefit of the children of Stephen W. Knecht. Mrs. Magness has sole voting and dispositive power with respect to such shares. Mr. Knecht disclaims any beneficial ownership of the shares owned by the trust. Mrs. Magness' address is 3202 Wild Candle, Spring, Texas 77388. (6) These amounts include shares of Common Stock covered by options exercisable within 60 days. 50 UNDERWRITING Subject to the terms and conditions set forth in an underwriting agreement (the "Underwriting Agreement"), the Company has agreed to sell to each of the underwriters named below (the "Underwriters"), for which Brean Murray & Co., Inc. is acting as representative (the "Representative"), and each of the Underwriters severally has agreed to purchase from the Company the aggregate number of shares of Common Stock set forth opposite its name below:
UNDERWRITERS NUMBER OF SHARES ------------ ---------------- Brean Murray & Co., Inc.................................. --------- Total.................................................. 2,000,000 =========
Upon the terms and subject to the conditions of the Underwriting Agreement, the Company is obligated to sell, and the Underwriters are obligated to purchase, all of the Common Shares set forth in the above table if any of the Common Shares are purchased. The Underwriters propose to offer the Shares to the public initially at the public offering price set forth on the cover page of this Prospectus, and to selected dealers at such public offering price less a concession not to exceed $ per share. The Underwriters or such dealers may reallow a commission to certain other dealers not to exceed $ per share. After the Offering to the public, the offering price, the concession to selected dealers and the reallowance to other dealers may be changed by the Representative. The Company has granted to the Underwriters an option, exercisable for 30 days from the date of this Prospectus, to purchase up to 300,000 additional Shares to cover over-allotment, if any, at the public offering price, less underwriting discounts and commissions, as set forth on the cover page of this Prospectus. If the Underwriters exercise this option, then each of the Underwriters will have a firm commitment, subject to certain conditions, to purchase a number of option shares proportionate to such Underwriters' initial commitment as indicated in the table above. The Underwriters may exercise such option only to cover over-allotments made in connection with the sale of the Shares offered hereby. The Company, its officers and directors and certain stockholders (who beneficially hold in the aggregate 4,361,470 shares of Common Stock) have agreed not to sell, offer to sell, issue, distribute or otherwise dispose of any shares of Common Stock of the Company for a period of 180 days from the date of this Prospectus (subject to certain limited exceptions) without the prior written consent of the Representative. The Company has agreed to reimburse the Underwriters for up to $150,000 of the Underwriters' out-of-pocket expenses (including fees of their counsel) in connection with the sale of the Shares offered hereby. The Company has also agreed to indemnify the Underwriters or contribute to losses arising out of certain liabilities that may be incurred in connection with this Offering, including liabilities under the Securities Act. In connection with this Offering, certain Underwriters may engage in passive market making transactions in the Common Stock on the Nasdaq SmallCap Market immediately prior to the commencement of sales in this Offering, in accordance with Rule 103 of Regulation M. Passive market making consists of displaying bids on the Nasdaq SmallCap Market limited by the bid prices of independent market makers and purchases limited by such prices and effected in response to order flow. Net purchases by a passive market maker on each day are limited to a specified percentage of the passive market maker's average daily trading volume in the Common Stock during a specified period and must be discontinued when such limit is reached. Passive market making 51 may stabilize the market price of the Common Stock at a level above that which might otherwise prevail and, if commenced, may be discontinued at any time. In connection with this offering, the Underwriters may engage in stabilizing, syndicate short covering transactions, penalty bids or other transactions during the offering that may stabilize, maintain or otherwise affect the market price of the Common Stock at a level above that which might otherwise prevail in the open market. Stabilizing transactions are bids for and purchases of the Common Stock for the purpose of preventing or retarding a decline in the market price of the Common Stock to facilitate the Offering. Syndicate short covering transactions are bids to purchase and actual purchases of Common Stock on behalf of the Underwriters to provide them with enough Common Stock to deliver to those purchasing Common Stock in the Offering. A penalty bid is an arrangement that permits the Representative to reclaim a selling concession when the Common Stock originally sold by the syndicate member are purchased in a syndicate covering transaction. Such stabilizing, syndicate short covering transactions, penalty bids and other transactions, if commenced, may be discontinued at any time. LEGAL MATTERS Andrews & Kurth L.L.P., Houston, Texas, has passed upon certain matters with respect to the validity of shares of Common Stock offered hereby, as counsel for the Company. A partner of that firm who has rendered services to the Company in connection with this Registration Statement is the son of Mr. Edward R. Prince, Jr., Vice Chairman of the Company. Certain legal matters will be passed upon for the Underwriters by Stroock & Stroock & Lavan LLP, New York, New York. CHANGE OF ACCOUNTANTS On January 17, 1996, the Company advised BDO Seidman, LLP that its services would no longer be required as independent accountants for auditing the annual financial statements of the Company. As a result of the Merger of the Company with Zydeco Exploration, the historical financial statements of Zydeco Exploration became the financial statements of the Company. Arthur Andersen LLP were the independent accountants for Zydeco Exploration prior to the Merger and became the independent accountants of the Company commencing with the audit of the Company's consolidated financial statements for the year ended December 31, 1995. During the two most recent fiscal years prior to January 17, 1996, there were no disagreements with BDO Seidman, LLP on any matter of accounting principles or practices, financial statement disclosure, auditing scope or procedure, or any reportable events. The report of BDO Seidman, LLP for fiscal years 1993 and 1994 contained no adverse opinion or disclaimer of opinion and was not qualified or modified as to uncertainty, audit scope or accounting principles. BDO Seidman, LLP, at the request of the Company, furnished a letter addressed to the Commission stating their agreement with the above statements. A copy of the BDO Seidman letter to the Commission, dated January 19, 1996, was filed as Exhibit 16.1 to the Company's Form 8-K, dated January 22, 1996. EXPERTS The audited financial statements included in this Prospectus, and elsewhere in the registration statement, have been audited by Arthur Andersen LLP, independent public accountants, as indicated in their report with respect thereto, and are included herein in reliance upon the authority of said firm as experts in accounting and auditing in giving said report. The information regarding proved reserves in the "Summary" and in "Management's Discussion and Analysis of Financial Condition and Results of Operations" is based on a Reserve Report by Ryder Scott and has been included herein in reliance upon the authority of that firm as an expert in petroleum engineering. 52 AVAILABLE INFORMATION The Company is subject to the informational requirements of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), and, accordingly, files reports, proxy statements and other information with the Commission. Such reports, proxy statements and other information filed with the Commission are available for inspection and copying at the public reference facilities maintained by the Commission at Room 1024, Judiciary Plaza, 450 Fifth Street, N.W., Washington, DC 20549, and at the Commission's Regional Offices located at Citicorp Center, 500 West Madison Street, Suite 1400, Chicago, Illinois 60661; 1801 California Street, Suite 4800, Denver, Colorado 80202; 5670 Wilshire Blvd., 11th Floor, Los Angeles, California 90036; 1401 Brickell Ave., Suite 200, Miami, Florida 33131; and at Seven World Trade Center, Suite 1300, New York, New York 10048 or may be obtained on the Internet at http:www.sec.gov. Copies of such documents may also be obtained from the Public Reference Section of the Commission at Judiciary Plaza, 450 Fifth Street, N.W., Washington, DC 20549, at prescribed rates. In addition, such materials and other information concerning the Company can be inspected at the National Association of Securities Dealers, Inc., 1735 K Street, N.W., Washington, DC 20006. The Company has filed with the Commission a registration statement (the "Registration Statement") under the Securities Act on Form S-1 (Reg. No. 333- 27679) with respect to the securities offered hereby. This Prospectus does not contain all of the information set forth in the Registration Statement and the exhibits thereto, certain parts of which are omitted in accordance with the rules and regulations of the Commission. Statements made in this Prospectus as to the contents of any contract, agreement or other document referred to are not necessarily complete. With respect to each such contract, agreement or other document filed as an exhibit to the Registration Statement, reference is made to the exhibit for a more complete description of the matter involved. The Registration Statement and any amendments thereto, including exhibits filed or incorporated by reference as a part thereof, are available for inspection and copying at the Commission's offices as described above. ---------------- 53 GLOSSARY OF CERTAIN INDUSTRY TERMS The definitions set forth below shall apply to the indicated terms as used in this Prospectus. All volumes of natural gas referred to herein are stated at the legal pressure base of the state or area where the reserves exist and at 60 degrees Fahrenheit and in most instances are rounded to the nearest major multiple. Area of Mutual Interest. An area designated by exploration contract or other oil and gas agreement in which the contract parties have mutual and exclusive rights to conduct exploration and development for oil and gas. 2-D Seismic. The method by which a cross-section of the earth's subsurface is created through the processing of reflected seismic data collected along a single source profile. 3-D Seismic. The method by which a three dimensional image of the earth's subsurface is created through the processing of reflected seismic data collected over surface grid. 3-D seismic surveys allow for a more detailed understanding of the subsurface than do 2-D seismic surveys and contribute significantly to field appraisal, development and production. Back-in Interest. A portion of an economic interest in an oil and gas lease that may be returned to its former owner after a predetermined amount of production or income has been produced. Bbl. One stock tank barrel, or 42 U.S. gallons liquid volume, used herein in reference to crude oil or other liquid hydrocarbons. CAEX. Computer aided exploration for oil and gas. Completion. The installation of permanent equipment for the production of oil or gas, or in the case of a dry hole, the reporting of abandonment to the appropriate agency. Common Depth Point stacking or CDP. A method of improving the signal quality of seismic data by adding or "stacking" the seismic traces which have a common midpoint between each source and receiver after time-correcting the data for the offset or distance between the sources and receivers. Dip-Moveout or DMO. A process to correct CDP data so that dipping events will stack or focus better using a common velocity. Discounted Present Value. A method of determining the present value of proved reserves in accordance with Commission requirements. Under the Commission method, the future net revenues before income taxes from proved reserves are estimated assuming that oil and natural gas prices and production costs remain constant. The resulting stream of revenues is then discounted at the rate of 10% per year to obtain the present value. Dry hole or well. A well found to be incapable of producing hydrocarbons in sufficient quantities such that proceeds from the sale of such production exceed production expenses and taxes. Exploratory well. A well drilled to find and produce oil or gas reserves not classified as proved, to find a new reservoir in a field previously found to be productive of oil or gas in another reservoir, or to extend a known reservoir. Farmout. An agreement whereunder the owner of a working interest in an oil and gas lease assigns the working interest or a portion thereof to another party who desires to drill on the leased acreage. Generally, the assignee is required to drill one or more wells in order to earn its interest in the acreage. The assignor usually retains a royalty or reversionary interest in the lease. The interest transferred by the assignor is a "farmout." Field. An area consisting of a single reservoir or multiple reservoirs all grouped on or related to the same individual geological structural feature and/or stratigraphic condition. 54 Gross acres or gross wells. The total acres or wells, as the case may be, in which a working interest is owned. Lease Option. An option which gives the holder a right to obtain a lease allowing the holder to drill and develop oil and gas wells on the subject property. Nonoperating Interest. An interest in a well which does not include the responsibility for the development and operation of the well. Operating Interest. An interest in a well which includes responsibility for the development and operation of the well. MBbls. One thousand barrels of crude oil or other liquid hydrocarbons. Mcf. One thousand cubic feet of natural gas. Mcf/d. One thousand cubic feet of natural gas per day. Mcfe. One thousand cubic feet equivalent, determined using the ratio of six Mcf of natural gas to one Bbl of crude oil, condensate or natural gas liquids. Migration. An imaging process that "relocates" seismic events to account for changes in the dip of the underlying strata. Net acres or net wells. The sum of the fractional working interests owned in gross acres or gross wells. Pay or Pay Zone. An industry term used to describe reservoirs in the subsurface which contain hydrocarbons. Poststack Migration. Migration applied to seismic traces after the traces have been "stacked." Present Value. When used with respect to oil and gas reserves, the estimated future gross revenue to be generated from the production of proved reserves, net of estimated production and future development costs, using prices and costs in effect as of the date indicated, without giving effect to non- property related expenses such as general and administrative expenses, debt service and future income tax expense or to depreciation, depletion and amortization, discounted using an annual discount rate of 10%. Prestack Migration. Migration applied to individual seismic traces prior to "stacking." Productive Well. A well that is found to be capable of producing hydrocarbons in sufficient quantities such that proceeds from the sale of such production exceed production expenses and taxes. Proved developed producing reserves. Proved developed reserves that are expected to be recovered from completion intervals currently open in existing wells and able to produce to market. Proved developed reserves. Proved reserves that can be expected to be recovered from existing wells with existing equipment and operating methods. Proved developed nonproducing reserves. Proved developed reserves expected to be recovered from zones behind casing in existing wells. Proved reserves. The estimated quantities of crude oil, natural gas and natural gas liquids which geological and engineering data demonstrate with reasonable certainty to be recoverable in future years from known reservoirs under existing economic and operating conditions. Proved undeveloped reserves. Proved reserves that are expected to be recovered from new wells on undrilled acreage or from existing wells where a relatively major expenditure is required for recompletion. 55 Recompletion. The completion for production of an existing well bore in another formation from that in which the well has been previously completed. Reservoir. A porous and permeable underground formation containing a natural accumulation of producible oil and/or gas that is confined by impermeable rock or water barriers and is individual and separate from other reservoirs. Seismic Permit. A permit which grants the holder the right to acquire seismic data over the subject property. Stacking. A seismic processing technique involving the addition of seismic traces. Transition Zone. The area of land and water extending several miles both onshore and offshore of a coastline. Undeveloped acreage. Lease acreage on which wells have not been drilled or completed to a point that would permit the production of commercial quantities of oil and gas regardless of whether such acreage contains proved reserves. Working interest. The operating interest which gives the owner the right to drill, produce and conduct operating activities on the property and a share of production. 56 INDEX TO CONSOLIDATED FINANCIAL STATEMENTS
PAGE ---- REPORT OF INDEPENDENT PUBLIC ACCOUNTANTS................................... F-2 CONSOLIDATED FINANCIAL STATEMENTS Consolidated Balance Sheets.............................................. F-3 Consolidated Statements of Operations.................................... F-4 Consolidated Statements of Stockholders' Equity.......................... F-5 Consolidated Statements of Cash Flows.................................... F-6 Notes to Consolidated Financial Statements............................... F-7 Supplemental Information on Oil and Gas Producing Activities............. F-19
F-1 REPORT OF INDEPENDENT PUBLIC ACCOUNTANTS TO THE STOCKHOLDERS AND THE BOARD OF DIRECTORS OF ZYDECO ENERGY, INC.: We have audited the accompanying consolidated balance sheets of Zydeco Energy, Inc. (a Delaware corporation) and subsidiary as of December 31, 1996, and 1995, and the related consolidated statements of operations, stockholders' equity and cash flows for the years then ended and the period from inception (March 17, 1994) through December 31, 1994. These financial statements are the responsibility of the Company's management. Our responsibility is to express an opinion on these financial statements based on our audits. We conducted our audits in accordance with generally accepted auditing standards. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion. In our opinion, the financial statements referred to above present fairly, in all material respects, the financial position of Zydeco Energy, Inc. and subsidiary as of December 31, 1996 and 1995, and the results of its operations and its cash flows for the years ended December 31, 1996, and 1995, and the period from inception (March 17, 1994) through December 31, 1994, in conformity with generally accepted accounting principles. ARTHUR ANDERSEN LLP Houston, Texas February 28, 1997 (except with respect to the matter discussed in Note 10, as to which the date isMarch 14, 1997) F-2 ZYDECO ENERGY, INC. AND SUBSIDIARY CONSOLIDATED BALANCE SHEETS
MARCH 31, DECEMBER 31, ----------- ------------------------ ASSETS 1997 1996 1995 ------ ----------- ----------- ----------- (UNAUDITED) Current Assets Cash and Cash Equivalents............. $ 6,382,058 $ 6,906,650 $ 517,781 Marketable Securities................. 1,262,753 845,852 10,938,674 Oil and Gas Revenue Receivables....... 177,662 327,975 67,024 Other Receivables..................... 12,524 21,244 46,546 Prepaid Expenses...................... 78,969 130,495 -- ----------- ----------- ----------- Total Current Assets................ 7,913,966 8,232,216 11,570,025 Oil & Gas Properties, Using Successful Efforts Method of Accounting Proved Properties..................... 302,472 300,784 309,110 Unproved Properties................... 488,290 488,290 -- Equipment and Software, at Cost......... 1,719,645 1,608,207 789,710 ----------- ----------- ----------- 2,510,407 2,397,281 1,098,820 Less: Accumulated Depreciation, Depletion, and Amortization............ (1,193,600) (1,026,046) (399,541) ----------- ----------- ----------- 1,316,807 1,371,235 699,279 Operating Bond and Other Assets......... 308,062 308,151 313,101 ----------- ----------- ----------- Total Assets........................ $ 9,538,835 $ 9,911,602 $12,582,405 =========== =========== =========== LIABILITIES AND STOCKHOLDERS' EQUITY ------------------------------------ Current Liabilities Accounts Payable...................... $ 351,244 $ 692,188 $ 284,219 Accrued Liabilities................... 235,559 232,738 355,833 Exploration Obligations............... 3,065,542 2,489,732 3,210,477 Short-Term Bridge Financing Notes Payable.............................. -- -- 225,028 Capital Lease Obligation--Current Portion.............................. 112,700 157,537 160,693 ----------- ----------- ----------- Total Current Liabilities........... 3,765,045 3,572,195 4,236,250 Capital Lease Obligation................ -- -- 157,537 Commitments and Contingencies (Note 10) Stockholders' Equity Convertible Preferred Stock, Par Value $.001 Per Share; 1,000,000 Shares Authorized; 781,255 Shares Issued and Outstanding at December 31, 1995..... -- -- 781 Common Stock, Par Value $.001 Per Share; Authorized 50,000,000 Shares; Issued 7,374,903 and 7,374,905 and 6,562,530 Shares; Outstanding 6,593,648 and 6,593,650 and 5,781,275 Shares, Respectively................. 7,375 7,375 6,563 Additional Paid-In Capital............ 9,503,943 9,503,943 9,495,053 Accumulated Deficit................... (3,730,276) (3,164,659) (1,306,527) Less: Treasury Stock, at Cost; 781,255 Shares............................... (7,252) (7,252) (7,252) ----------- ----------- ----------- Total Stockholders' Equity.......... 5,773,790 6,339,407 8,188,618 ----------- ----------- ----------- TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY................................. $ 9,538,835 $ 9,911,602 $12,582,405 =========== =========== ===========
The accompanying notes are an integral part of these financial statements. F-3 ZYDECO ENERGY, INC. AND SUBSIDIARY CONSOLIDATED STATEMENTS OF OPERATIONS
THREE MONTHS ENDED YEARS ENDED DECEMBER PERIOD FROM INCEPTION MARCH 31, 31, (MARCH 17, 1994) -------------------- ------------------------ THROUGH 1997 1996 1996 1995 DECEMBER 31, 1994 --------- --------- ----------- ----------- --------------------- (UNAUDITED) Operating Revenues Oil and Gas Sales ..... $ 373,994 $ 251,535 $ 1,422,227 $ 169,235 $ -- Gain on Sales of Properties............ -- -- 16,319 117,517 -- Seismic Services....... -- -- 31,500 300,000 -- --------- --------- ----------- ----------- --------- 373,994 251,535 1,470,046 586,752 -- Operating Costs and Expenses Exploration Expenses Geological and Geophysical Expenses. 444,839 208,600 967,957 398,603 -- Dry Hole Costs........ 15,849 -- 699,566 261,956 30,108 Production Costs....... 5,690 6,549 22,508 27,492 -- Seismic Service Costs.. -- -- -- 200,000 -- Depreciation, Depletion, and Amortization.......... 168,643 110,365 630,865 392,387 7,153 General and Administrative Expenses.............. 356,121 387,398 1,256,489 456,146 72,981 --------- --------- ----------- ----------- --------- 991,142 712,912 3,577,385 1,736,584 110,242 Operating Loss.......... (617,148) (461,377) (2,107,339) (1,149,832) (110,242) Other Income (Expense) Interest Income........ 57,919 86,499 293,414 46,555 48,629 Interest Expense....... (6,388) (13,688) (44,207) (70,369) (71,268) --------- --------- ----------- ----------- --------- 51,531 72,811 249,207 (23,814) (22,639) Net Loss................ $(565,617) $(388,566) $(1,858,132) $(1,173,646) $(132,881) ========= ========= =========== =========== ========= Per Share of Common Stock and Common Stock Equivalent -- Weighted Average Number of Shares of Common Stock and Common Stock Equivalents Outstanding............ 6,593,648 5,799,117 6,168,798 3,906,706 4,468,777 ========= ========= =========== =========== ========= Loss Per Share of Common Stock Equivalent ...... $ (0.09) $ (0.07) $ (0.30) $ (0.30) $ (0.03) ========= ========= =========== =========== =========
The accompanying notes are an integral part of these financial statements. F-4 ZYDECO ENERGY, INC. AND SUBSIDIARY CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY
CONVERTIBLE PREFERRED STOCK COMMON STOCK ----------------- ------------------ ADDITIONAL TOTAL PAID-IN ACCUMULATED TREASURY STOCKHOLDERS' SHARES AMOUNT SHARES AMOUNT CAPITAL DEFICIT STOCK EQUITY --------- ------ ---------- ------ ---------- ----------- -------- ------------- Balance at Inception (March 17, 1994)....... -- $ -- -- $ -- $ -- $ -- $ -- $ -- Net Loss................ -- -- -- -- -- (132,881) -- (132,881) Issuance of Common Stock.................. -- -- 4,468,777 4,469 (3,514) -- -- 955 Issuance of Convertible Preferred Stock........ 781,255 781 -- -- 2,499,219 -- -- 2,500,000 Convertible Preferred Stock Issuance Costs... -- -- -- -- (300,427) -- -- (300,427) --------- ---- ---------- ------ ---------- ----------- ------- ---------- Balance at December 31, 1994................... 781,255 781 4,468,777 4,469 2,195,278 (132,881) -- 2,067,647 Net Loss................ -- -- -- -- -- (1,173,646) -- (1,173,646) Issuance of Common Stock Prior to Merger........ -- -- 218,753 219 (175) -- -- 44 Acquisition of Treasury Stock.................. -- -- (781,255) -- -- -- (7,252) (7,252) Issuance of Common Stock to Acquire TN Energy... -- -- 1,875,000 1,875 7,969,650 -- -- 7,971,525 Costs of the Merger..... -- -- -- -- (669,700) -- -- (669,700) --------- ---- ---------- ------ ---------- ----------- ------- ---------- Balance at December 31, 1995................... 781,255 781 5,781,275 6,563 9,495,053 (1,306,527) (7,252) 8,188,618 Net Loss................ -- -- -- -- -- (1,858,132) -- (1,858,132) Options and Warrants Exercised for Common Stock.................. -- -- 31,154 31 8,890 -- -- 8,921 Adjustment for Fractional Shares Paid in Cash................ -- -- (34) -- -- -- -- -- Conversion of Preferred Stock to Common Stock.. (781,255) (781) 781,255 781 -- -- -- -- --------- ---- ---------- ------ ---------- ----------- ------- ---------- Balance at December 31, 1996................... -- -- 6,593,650 7,375 9,503,943 (3,164,659) (7,252) 6,339,407 Unaudited: Net Loss................ -- -- -- -- -- (565,617) -- (565,617) Adjustment for Fractional Shares Paid in Cash................ -- -- (2) -- -- -- -- -- --------- ---- ---------- ------ ---------- ----------- ------- ---------- Balance at March 31, 1997................... -- $ -- 6,593,648 $7,375 $9,503,943 $(3,730,276) $(7,252) $5,773,790 ========= ==== ========== ====== ========== =========== ======= ==========
The accompanying notes are an integral part of these financial statements. F-5 ZYDECO ENERGY, INC. AND SUBSIDIARY CONSOLIDATED STATEMENTS OF CASH FLOWS
THREE MONTHS ENDED PERIOD FROM INCEPTION MARCH 31, YEARS ENDED DECEMBER 31, (MARCH 17, 1994) ---------------------- -------------------------- THROUGH 1997 1996 1996 1995 DECEMBER 31, 1994 ----------- --------- ------------ ------------ --------------------- --- (UNAUDITED) Cash Flows from Operating Activities: Net Loss................ $ (565,617) $(388,566) $ (1,858,132) $ (1,173,646) $ (132,881) Adjustments to Reconcile Net Loss to Net Cash Provided by (Used in) Operating Activities: Depreciation, Depletion, and Amortization.......... 168,643 110,365 630,865 392,387 7,153 Abandonment of Unproved Leases................ -- -- 28,005 -- -- Gain on Sales of Properties............ -- -- (16,319) (117,517) -- Exploration and Dry Hole Costs............ 460,688 208,600 1,639,519 660,559 30,108 Changes in Operating Assets and Liabilities (Increase) Decrease in Oil & Gas Revenue Receivables.......... 150,313 (83,077) (260,951) (67,024) -- (Increase) Decrease in Other Current Assets. 60,246 (6,390) (105,193) (34,638) -- Increase (Decrease) in Accounts Payable..... (340,944) 82,245 407,969 183,070 101,149 Increase (Decrease) in Accrued Liabilities.. 2,821 (103,232) (123,095) (145,487) -- Other................. (1,000) (4,088) -- 3,040 -- ----------- --------- ------------ ------------ ----------- Net Cash Provided by (Used in) Operating Activities............ (64,850) (184,143) 342,668 (299,256) 5,529 Cash Flows from Investing Activities: Additions to Oil and Gas Properties........ $ (1,688) $ (10,072) $ (507,377) $ (77,573) $ (870,000) Exploration and Dry Hole Costs............ (460,688) (208,600) (1,639,519) (660,559) (30,108) Proceeds from the Sale of Properties......... -- -- 16,319 100,000 -- Cost Recovery on Exploration Agreement. -- (936,683) -- 628,547 -- Advances on Exploration Obligations........... 2,000,000 -- 6,000,000 4,171,453 -- Net Expenditures against Exploration Obligations........... (1,406,220) (90,266) (6,503,043) (960,976) -- Distributions to Exploration Partner... (17,970) -- (217,704) -- -- Purchases of Equipment and Software.......... (111,438) (205,916) (818,497) (140,352) (131,849) Proceeds from the Sale of (Investment in) Marketable Securities, Net................... (416,901) 1,855,751 10,092,822 (10,938,674) (298,173) ----------- --------- ------------ ------------ ----------- Net Cash Provided by (Used in) Investing Activities............ (414,905) 404,214 6,423,001 (7,878,134) (1,330,130) Cash Flows from Financing Activities: Common Stock Issued in Reverse Acquisition of TN Energy............. $ -- $ -- $ -- $ 8,196,553 $ -- Costs of Acquisition of TN Energy............. -- -- -- (168,380) -- Principal Payments of Capital Lease Obligations........... (44,837) (37,537) (160,693) (208,973) -- Borrowings of Short- Term Debt............. -- -- -- -- 1,330,000 Repayments of Short- Term Debt............. -- (225,028) (225,028) -- (1,330,000) Convertible Preferred Stock Proceeds........ -- -- -- -- 2,500,000 Convertible Preferred Stock Offering Costs.. -- -- -- -- (300,427) Proceeds from Options and Warrants Exercised............. -- -- 8,921 -- -- Proceeds from Common Stock Issuances....... -- -- -- 44 955 ----------- --------- ------------ ------------ ----------- Net Cash Provided by (Used in) Financing Activities............ (44,837) (262,565) (376,800) 7,819,244 2,200,528 ----------- --------- ------------ ------------ ----------- Net Increase (Decrease) in Cash and Cash Equivalents............ $ (524,592) $ (42,494) $ 6,388,869 $ (358,146) $ 875,927 Cash and Cash Equivalents at Beginning of Period.... 6,906,650 517,781 517,781 875,927 -- ----------- --------- ------------ ------------ ----------- Cash and Cash Equivalents at End of Period................. $ 6,382,058 $ 475,287 $ 6,906,650 $ 517,781 $ 875,927 =========== ========= ============ ============ =========== Cash Paid during the Period for: Interest............... $ 6,388 $ 13,688 $ 46,296 $ 70,369 $ 71,268 Income Taxes........... $ -- $ -- $ -- $ -- $ --
The accompanying notes are an integral part of these financial statements. F-6 ZYDECO ENERGY, INC. AND SUBSIDIARY NOTES TO CONSOLIDATED FINANCIAL STATEMENTS 1. ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES. Organization. Zydeco Energy, Inc. was incorporated in Delaware in June 1993, as a "special purpose acquisition corporation" under the name TN Energy Services Acquisition Corp. ("TN Energy"), for the purpose of raising funds and acquiring an operating business engaged in the energy services industry. Other than its efforts to acquire an energy services business, TN Energy did not engage in any business activities prior to December 1995. On December 20, 1995, the Company acquired all the outstanding common stock and preferred stock of Zydeco Exploration, Inc. ("Zydeco") pursuant to a merger (the "TN Acquisition") and changed its name to Zydeco Energy, Inc. As used herein, unless the context indicates otherwise, the term "Company" refers to Zydeco Energy, Inc. and Zydeco, its wholly-owned subsidiary. See "Note 3--Reverse Acquisition by Zydeco". The Company is engaged in identifying drilling prospects, acquiring leases, drilling, and producing reserves from those properties and utilizing focused geologic concepts and advanced 3D seismic technology. In addition to utilizing advanced 3D seismic technology to evaluate and analyze prospects for the Company, the Company performs advanced geophysical seismic analysis services for third parties, principally for its exploration partners. The Company's current focus is to explore for oil and gas in the Louisiana Transition Zone, the region of land and shallow waters within a few miles of the shoreline. The Company's future operations are dependent upon a variety of factors, including, but not limited to, successful application of 3D seismic evaluation and interpretation expertise in developing oil and gas prospects, future generation of 3D seismic analysis fees, profitable exploitation of future prospects, and the Company's ability to access capital sources necessary for continued growth. Significant Accounting Policies Basis of Presentation. For accounting purposes the TN Acquisition has been treated as a recapitalization of Zydeco with Zydeco as the acquiror (reverse acquisition). Accordingly, the historical financial statements prior to December 20, 1995, are those of Zydeco. The consolidated financial statements at December 31, 1996, and 1995, include the accounts of the Company and Zydeco Exploration, Inc., the wholly-owned subsidiary of the Company. All significant intercompany transactions have been eliminated in consolidation. In connection with the Company's two exploration agreements (See "Note 2-- Exploration Agreements"), advances to the Company are treated as exploration obligations and expenditures made by the Company pursuant to the exploration agreements are charged against the related exploration obligation. No costs or expenses incurred pursuant to the exploration agreements are recognized by the Company until the Company, pursuant to the terms of the exploration agreements, begins sharing in such costs. Cash and Cash Equivalents. The Company considers all highly liquid investments purchased with original maturities of three months or less to be cash equivalents. Marketable Securities. The Company's investments in marketable securities primarily consisted of short-term U. S. Treasury bills at December 31, 1996, and short-term investments in federal agency obligations under guaranteed bank repurchase agreements at December 31, 1995. As the Company's investments in marketable securities are all short-term in nature, their carrying values at December 31, 1996 and 1995 approximate fair value. Such investments are classified as trading securities since they are generally invested for periods of thirty days or less with no intent of holding to maturity. As a result of their short-term nature, any unrealized gains or losses are not significant. F-7 ZYDECO ENERGY, INC. AND SUBSIDIARY NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(CONTINUED) Oil and Gas Properties. The Company accounts for its oil and gas exploration and production activities using the successful efforts method of accounting. Under this method, acquisition costs for proved and unproved properties are capitalized when incurred. Exploration costs, including geological and geophysical costs and the costs of carrying and retaining unproved properties, are expensed. Exploratory drilling costs are initially capitalized, but charged to expense if and when the well is determined not to have found proved reserves. Costs of productive wells, developmental dry holes and productive leases are capitalized and amortized on a property-by-property basis using the unit-of-production method. The estimated costs of future plugging, abandonment, restoration and dismantlement are considered as a component of the calculation of depreciation, depletion, and amortization. Unproved properties with significant acquisition costs are assessed periodically on a property-by-property basis and any impairment in value is charged to expense. Equipment. Hardware and software associated with the 3D seismic technology equipment, office furniture, and leasehold improvements are recorded at cost, and the related depreciation is calculated on a straight-line basis over the estimated useful lives of the assets, which range from 2 to 7 years. Impairment of Long-Lived Assets. The Company elected to adopt Statement of Financial Accounting Standards (SFAS) No. 121 "Accounting for the Impairment of Long-Lived Assets and for Long-Lived Assets to be Disposed of" effective in 1994. Management reviews its long-lived assets (i.e., oil and gas properties and equipment) whenever events or changes in circumstances indicate that the carrying amounts of such assets may not be recoverable. If the carrying amounts of any of the Company's oil and gas properties or equipment are greater than their projected undiscounted future cash flows, an impairment loss to adjust the properties or equipment to fair value is recognized. Through December 31, 1996, no such provision for impairment was necessary. This determination of future cash flows from proved properties is based on current proved oil and gas reserve estimates and current oil and gas prices and costs. Management's estimates of fair value also reflect a discount factor on future cash flows consistent with the rate used by the Company in other fair-value determinations. Income Taxes. The Company accounts for income taxes under SFAS No. 109 which requires the asset and liability approach to accounting for income taxes. Under this approach, deferred income taxes are determined based upon differences between the financial statement and tax bases of the Company's assets and liabilities and operating loss carryforwards using enacted tax rates in effect for the years in which the differences are expected to reverse. Deferred tax assets are recognized if it is more likely than not that the future tax benefit will be realized. Oil and Gas Revenues. Oil and gas revenues are recorded using the entitlements method of accounting, whereby the Company recognizes oil and gas revenues as their entitlement share is produced. Individually and in the aggregate, the Company has no material gas imbalances as of December 31, 1996. Seismic Service Revenues. Seismic service revenues are recognized as services are performed. Earnings Per Share. Earnings per share of common stock and common stock equivalent (primary earnings per share) is based on the weighted average number of shares of common stock and common stock equivalents outstanding during the period. The common stock options, common stock warrants, and convertible preferred stock are common stock equivalents but were anti- dilutive in all periods presented. In February 1997, the Financial Accounting Standards Board (FASB) issued Statement of Financial Accounting Standards (SFAS) No. 128--"Earnings per Share" effective for interim and annual periods after December 15, 1997. This statement replaces primary earnings per share ("EPS") with a newly defined basic EPS and modifies the computation of diluted EPS. The Company's basic and diluted EPS computed using the requirements of SFAS 128, are the same as the currently disclosed primary EPS. Treasury Stock. Treasury stock is recorded at cost and represents the value of 781,255 common shares purchased in January 1995, from an officer of the Company in consideration for an overriding royalty interest in certain properties in which the Company had an interest at the time of the treasury stock purchase. The Company F-8 ZYDECO ENERGY, INC. AND SUBSIDIARY NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(CONTINUED) had no proved reserves at the time of the transaction. The cost of treasury stock of $7,252 was determined on the basis of a pro-rata allocation of the Company's accumulated cost in unproved properties at the time of the transaction in comparison to the net revenue interest transferred. Use of Estimates. The preparation of financial statements in conformity with generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates. Significant estimates with regard to these financial statements include the estimate of proved oil and gas reserve volumes and the related discounted future net cash flows therefrom. See "Supplemental Information on Oil and Gas Producing Activities". Reclassifications. Certain reclassifications of prior period amounts have been made to conform with current year presentation. Unaudited Interim Financial Information. The consolidated financial statements for the three months ended March 31, 1997 and 1996 included herein have been prepared by the Company without audit pursuant to the rules and regulations of the Securities and Exchange Commission. Accordingly, these statements reflect all adjustments (consisting only of normal recurring entries) which are, in the opinion of management, necessary for a fair statement of the financial results for the interim periods. Certain information and notes normally included in financial statements prepared in accordance with generally accepted accounting principles have been condensed or omitted pursuant to such rules and regulations, although management believes that the disclosures are adequate to make the information presented not misleading. Interim period results are not necessarily indicative of the results to be achieved for an entire year. 2. EXPLORATION AGREEMENTS. Fortune Exploration Agreement--In February 1995, Zydeco entered into an Exploration Agreement (the "Fortune Agreement") with a predecessor of Fortune Petroleum Corporation ("Fortune"). Under the Fortune Agreement, Fortune advanced $4.8 million in a series of payments to purchase a 50% interest in certain potential prospects ("Prospects") owned by the Company and to fund the initial development of the potential Prospects. Pursuant to the Fortune Agreement, $628,547 represented a reimbursement of certain of the costs previously incurred by the Company on the potential Prospects. The remaining funds are designated for all third-party costs of preparing the potential Prospects for evaluation, including lease acquisition, lease maintenance, and the acquisition, processing and interpretation of seismic data. Thereafter, the Fortune Agreement provides that the parties shall bear any additional costs equally. At December 31, 1996, and 1995, the portion not yet expended is recorded as an exploration obligation and classified as a current liability. Future expenditures incurred on Prospect leads will be charged against the obligation. No expenditures incurred pursuant to the Fortune Agreement will be recognized by the Company until the parties begin sharing equally in such costs, if any. At December 31, 1996, inception-to-date expenditures under the Fortune Agreement aggregated approximately $2,352,770, net of interest earned of $161,758 and revenue from farmout of interests of $66,319. Inception-to- date expenditures through March 31, 1997, aggregated $2,393,498 (unaudited) net of interest earned of $185,279 (unaudited). The Fortune Agreement provides that the Company may, at its option, perform seismic data or well log processing on the Prospects utilizing its own facilities rather than engaging third parties. Revenues related to in-house processing of the Prospects were $31,500 and $100,000 for the years ended December 31, 1996, and 1995, respectively. Cheniere Exploration Agreement--In April 1996, the Company executed an Exploration Agreement (the "Cheniere Agreement") with Cheniere Energy Operating Co., Inc. ("Cheniere") covering an area of land and waters in western Cameron Parish, Louisiana ("West Cameron Seismic Project"). The Cheniere Agreement F-9 ZYDECO ENERGY, INC. AND SUBSIDIARY NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(CONTINUED) provides for aggregate payments to Zydeco of $13.5 million to fund the costs of seismic acquisition, including the purchase of seismic rights or lease options on the related onshore acreage of the West Cameron Seismic Project, and to complete data acquisition and processing of a 3D seismic survey of the onshore and offshore areas. The Cheniere Agreement, as amended, provides that Cheniere may receive up to a 50% interest in the West Cameron Seismic Project and in any leases acquired as a result thereof through May 2001, based on Cheniere completing its funding of the entire $13.5 million. The Cheniere Agreement provides that Cheniere may discontinue funding at any time and its interest would then be reduced pro rata based on the West Cameron Seismic Project's total cost. Seismic operations commenced in August 1996. At December 31, 1996, the Company had incurred costs of approximately $5,806,113 in connection with the West Cameron Seismic Project net of interest earned of $31,067 on the unused project funds. Inception-to-date expenditures through March 31, 1997, aggregated $7,171,605 (unaudited) net of interest earned of $41,471 (unaudited). As amended, the Cheniere Agreement provides for the remaining payments to be paid by Cheniere consistent with the Company's current expectations of the timing of costs to be incurred on the Project. At December 31, 1996, Cheniere had advanced $6 million under the Cheniere Agreement. Each of the above exploration agreements contains provisions whereby either party to the agreement has the right to "farmout" a portion or all of its interest in a prospect under a put arrangement. In the event of such a farmout, the farmor would retain a two percent of eight eighths overriding royalty interest in the project, convertible into a 20% of eight eighths working interest after the other party recouped its drilling, completion, and hook-up costs of the well from production. Should either party farmout a smaller working interest, the overriding royalty and after-payout working interests would be proportionately reduced. 3. REVERSE ACQUISITION BY ZYDECO. On December 20, 1995, the shareholders of TN Energy approved a merger with Zydeco ("the Merger"). Pursuant to the Merger Agreement, each outstanding share of common stock of Zydeco, par value $.000333 per share, was converted into the right to receive 1.56251 shares of Common Stock of TN Energy, par value $.001 per share; each share of convertible preferred stock of Zydeco, par value $5.00 per share, was converted into the right to receive 1.56251 shares of Convertible Preferred Stock of TN Energy, par value $.001 per share, and any fractional shares settled in cash. In addition, TN Energy assumed Zydeco's existing stock options issued in connection with Zydeco's 1995 Employee Stock Option Plan (the "Plan"), substituting shares of Common Stock of TN Energy as the shares subject to purchase under the Plan. Further, TN Energy assumed each existing common stock warrant issued by Zydeco, substituting Common Stock of TN Energy as the shares subject to purchase under the warrants. The number of shares subject to purchase under option and warrant agreements was adjusted by multiplying the number of Zydeco option or warrant shares by the exchange ratio of 1.56251 shares. The exercise prices for Zydeco options and warrants were adjusted by dividing the stated exercise price by the exchange ratio. After completion of the Merger, TN Energy changed its name to Zydeco Energy, Inc. At the conclusion of the Merger on December 21, 1995, Zydeco Energy, Inc. had 5,781,275 shares of Common Stock outstanding and 781,255 shares of Convertible Preferred Stock outstanding. The Merger was treated as a reverse acquisition for accounting purposes with Zydeco as the acquiror and TN Energy as the acquiree based upon Zydeco's then current officers and directors assuming management control of the resulting entity and the value and ownership interest being received by current Zydeco stockholders exceeding that received by TN Energy stockholders. The Merger, for accounting purposes, was treated as if Zydeco issued additional capital stock to TN Energy shareholders for cash. The net assets of TN Energy on the date of the Merger were $7,971,525 and, accordingly, the shares of common stock of TN Energy on such date were recorded as an increase in common stock and additional paid-in capital. The costs incurred in connection with the Merger of approximately $669,700 were charged to additional paid-in capital at December 31, 1995. F-10 ZYDECO ENERGY, INC. AND SUBSIDIARY NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(CONTINUED) 4. INCOME TAXES Significant components of the Company's deferred tax liabilities and assets are as follows:
DECEMBER 31, ---------------------- 1996 1995 ----------- --------- Deferred Tax Liability $ -- $ -- =========== ========= Deferred Tax Assets Net Operating Loss Carryforwards.................. $ 845,499 $ 272,513 Book/Tax Differences in Bases of Oil and Gas Assets........................................... $ 211,457 $ 138,263 Less Valuation Allowance.......................... $(1,056,956) $(410,776) ----------- --------- Total Deferred Tax Assets........................... $ -- $ -- =========== ========= Net Deferred Tax Liability.......................... $ -- $ -- =========== =========
As of December 31, 1996, the Company had a net operating loss carryforward for federal income tax purposes approximately equal to the accumulated deficit recognized for book purposes, which will be available to reduce future taxable income. The full realization of the tax benefit associated with the carryforward depends predominantly upon the Company's ability to generate taxable income during the carryforward period. Because of the current uncertainty of realizing such tax asset in the future, a valuation allowance has been recorded equal to the amount of the net deferred tax asset, which caused the Company's effective tax rate to differ from the statutory income tax rate. The net operating loss carryforward, if not utilized, will begin to expire in the year 2009. 5. INDEBTEDNESS. Long-term Obligations. Balances of the Company's long-term obligations at December 31, 1996 and 1995 consist of the following:
1996 1995 ------------------ ----------------- LONG- CURRENT LONG-TERM CURRENT TERM -------- --------- -------- -------- Computer Hardware Lease.................... $157,537 $ -- $160,693 $157,537 ======== ========= ======== ========
Capital Lease--Computer Hardware. Amortization is calculated on a three- year, straight-line basis and aggregated $316,747 as of December 31, 1996. This lease has a stated interest rate of 19.45%. The lease is collateralized by the computer equipment utilized under the lease. Bridge Financing. In connection with the Merger, TN Energy entered into a financing arrangement ("Bridge Financing") and ultimately borrowed $225,028 from three investors ("Bridge Lenders") to finance TN Energy's share of legal, accounting, and printing costs of the Merger. The notes, including accrued interest at 10%, were repaid in January 1996. In December 1995, in connection with arranging the Bridge Financing, the Company issued to the Bridge Lenders warrants to purchase 225,028 shares of Common Stock ("Non-Redeemable Bridge Warrants") at a purchase price of $5.33 per share. See "Note 6--Convertible Preferred Stock, Common Stock, and Warrants". In addition, options to purchase 225,000 outstanding shares of the Company were granted in December 1995, by certain stockholders of the Company. The options were granted by the stockholders for 150,000 shares to the Bridge Lenders as an inducement to make the Bridge Financing and for 75,000 shares to other Principals in connection with discussions with TN Energy that resulted in the introduction of Zydeco. The aggregate F-11 ZYDECO ENERGY, INC. AND SUBSIDIARY NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(CONTINUED) exercise price for all the options granted was approximately $30. The cost of such options was reflected as a financing expense and capital contribution, respectively, by the Company prior to the Merger. Maturities. The Company's existing indebtedness matures in 1997. The aggregate amount of the remaining lease payments for the Company's capital lease obligation discussed above is $170,750 in 1997, including interest of $13,213. Operating Leases. The Company incurred rental expense of $125,734 and $37,465 in 1996, and 1995, respectively, in connection with its office leases. See "Note 7--Related-Party Transactions". At December 31, 1996, future minimum lease payments for leases having initial or remaining noncancelable lease terms in excess of one year are presented below:
YEAR AMOUNT ---- -------- 1997 $126,481 1998 123,947 1999 11,851
6. CONVERTIBLE PREFERRED STOCK, COMMON STOCK, AND WARRANTS. In connection with a $2.5 million private placement in December 1994 (the "1994 Private Placement"), Zydeco issued 781,255 shares of convertible preferred shares. During the six month period ended June 30, 1995, Zydeco issued 218,753 common shares for nominal consideration. In connection with the Merger, 1,875,000 shares of Common Stock were effectively issued to the shareholders of TN Energy with entries to common stock and additional paid-in capital totaling $7,971,525, the net assets of TN Energy on the date of the Merger (comprised primarily of cash and marketable securities). Conversion of Preferred Stock. Shares of Convertible Preferred Stock, par value $.001, were subject to conversion at a rate of one share of Common Stock for each share of Convertible Preferred Stock upon either (i) the occurrence of a successful public offering or (ii) in the event the closing price for the Common Stock equaled or exceeded $6.50 for a period of 30 consecutive trading days. The price of the Common Stock exceeded the minimum price for the required period in June 1996, and, accordingly, the Company exercised its option to convert all shares of Convertible Preferred Stock to Common Stock effective July 15, 1996. Placement Warrants. In connection with the 1994 Private Placement, Zydeco issued 72,268 Common Stock purchase warrants ("Placement Warrants") to the participating placement agents, each of which entitles the holder to purchase one share of Common Stock at an exercise price of $1.60 per share at any time prior to their expiration on December 1, 1999. These warrants are subject to a cashless exercise provision (i.e., the exercise price may be satisfied by canceling a number of unexercised warrants valued by the difference between the exercise price and the market value of the shares). The initial value of such warrants issued in connection with the private placement was immaterial. No Placement Warrants had been exercised prior to 1996. In 1996, Placement Warrants were exercised for 29,592 shares of Common Stock, net of 9,575 warrant shares tendered in satisfaction of the exercise price. At December 31, 1996, there were 33,101 unexercised Placement Warrants outstanding. Redeemable Warrants. On December 21, 1993, the Company sold 1,500,000 units ("Units") in its initial public offering ("IPO"). Each Unit consists of one share of the Company's Common Stock, $.001 par value, and two redeemable Common Stock Purchase Warrants ("Redeemable Warrants"). Each Redeemable Warrant entitles the holder to purchase from the Company one share of Common Stock at an exercise price of $5.50, during the period commencing on the later of the consummation by the Company of a Business Combination or F-12 ZYDECO ENERGY, INC. AND SUBSIDIARY NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(CONTINUED) one year from the effective date of the IPO, effectively December 20, 1995, and ending seven years from the effective date of the IPO, effectively December 13, 2000. The Merger constituted a business combination under the terms of the Redeemable Warrants. The Redeemable Warrants will be redeemable at a price of $.01 per warrant upon 30 days' notice at any time, only in the event that the last sale price of the Common Stock is at least $10.00 per share for 20 consecutive trading days ending on the third day prior to the date on which notice of redemption is given. The Company also issued, in connection with the IPO, an aggregate of $150,000 of promissory notes to certain accredited investors. These notes bore interest at the rate of 10% per annum and were repaid on the consummation of the Public Offering with accrued interest thereon. In addition, the investors were issued 300,000 Redeemable Warrants valued at a nominal amount. At December 31, 1996, no Redeemable Warrants had been exercised. Unit Purchase Options. Also on December 21, 1993, the Company sold to the underwriters in the IPO and their designees, for nominal consideration, the right to purchase up to 150,000 units ("Unit Purchase Options"). The Unit Purchase Options are exercisable initially at $6.60 per Unit ("Option Exercise Price") until December 13, 1998, when they expire. The Unit Purchase Options contain anti-dilution provisions providing for adjustment of the Option Exercise Price upon the occurrence of certain events, including the issuance of shares of Common Stock or other securities convertible into or exercisable for shares of Common Stock at a price per share less than the Option Exercise Price or the market price of the Common Stock, or in the event of any recapitalization, reclassification, stock dividend, stock split, stock combination, or similar transaction. The Unit Purchase Options grant to the holders thereof certain "piggyback" and demand registration rights for periods of seven and five years, respectively, from the date of the IPO. The underwriters' units issuable upon the exercise of the Unit Purchase Options are identical to the Units discussed above, except that the warrants contained therein expire five years from the effective date of the IPO, or December 13, 1998, and cannot be redeemed. At December 31, 1996, no Unit Purchase Options had been exercised. Non-Redeemable Bridge Warrants. In December 1995, in connection with arranging the Bridge Financing, the Company issued to the Bridge Lenders warrants to purchase 225,028 shares of Common Stock ("Non-Redeemable Bridge Warrants"), at an exercise price of $5.33 per share. The terms of the Non- Redeemable Bridge Warrants are identical to the terms of the Redeemable Warrants, except that they are not redeemable and are subject to a cashless exercise provision. At December 31, 1996, no Non-Redeemable Bridge Warrants had been exercised. 7. RELATED-PARTY TRANSACTIONS. In June 1996, the Company, with the approval of the Board of Directors (Mr. Sam B. Myers, Jr. abstaining), purchased all the working interest in certain unproved properties consisting of five non-producing offshore oil and gas leases from entities beneficially owned or controlled by affiliates (the "Myers Affiliates") of the Company's Chief Executive Officer, Mr. Sam B. Myers, Jr. The Board of Directors, then composed of a majority of three outside directors, reviewed the related-party transactions discussed above, including the geological and geophysical studies prepared by the Company's geologist and exploration vice president. Two of the three independent directors are experienced chief executive officers of publicly traded companies with oil and gas operations and negotiated the transactions, including certain terms regarding price and the amount of retained interests. The information reviewed and discussed by the Board included analysis of possible reserves, typical reservoir economics, representative costs of drilling and completion of wells and costs of production platform construction. The Company paid $302,464 (represented by the Myers Affiliates as its accumulated cost in the property interests) for the leases which are located in state waters offshore Louisiana. The leases are subject to 7.5% back-in after payout by the Myers Affiliates. The Myers Affiliates also own an aggregate of between 4.5% and 7.5% overriding royalty interest in these leases, which interests were owned by the Myers Affiliates prior to F-13 ZYDECO ENERGY, INC. AND SUBSIDIARY NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(CONTINUED) this transaction with the Company. In addition, two Vice Presidents and an employee of the Company (formerly officers of certain Myers Affiliates) own overriding royalty interests under the leases and one such employee received an additional 1% overriding royalty interest pursuant to an employment contract. In addition, at the time of purchase of the property interests, the two Vice Presidents also received an aggregate one-half percent overriding royalty interest in the properties directly from the Myers Affiliate. In May 1996, the Company purchased certain proprietary geologic and geophysical data and computer equipment which was being utilized by the Company from a Myers Affiliate for $145,490. In August 1996, the Company, with the approval of the Board of Directors (Mr. Sam B. Myers, Jr. abstaining), purchased non-producing leasehold interests owned by a Myers Affiliate and agreed to participate in the drilling of an exploratory well located in Timbalier Bay in state waters offshore Louisiana. The Company paid $187,500 for a 37.5% working interest in the drilling prospect. The Myers Affiliate owns an aggregate of between 33.1% and 37.25 % net revenue interest in the prospect leases and Mr. Myers owns an approximate 1.6% net revenue interest under portions of the leases. The Myers Affiliates participated in the well with a working interest of 41.2% and paid their proportionate share of the estimated cost of drilling and completion of the well. The Myers Affiliates can also back-in for 25% of the well after payout. In addition, an affiliate of a director of the Company also purchased a 5% working interest in the properties on the same basis as the terms of the Company's participation. Two of the Company's Vice Presidents also own net revenue interests in the prospect leases, one of which also purchased an additional 1% working interest participation in the property at the same time and on the same basis as the terms of the Company's participation. Drilling of the well commenced in August 1996. In September 1996 while drilling for hydrocarbon objectives at a depth over 10,000 feet, the drillstring encountered caving of the wellbore due to the high angle of drillstring bend designed to reach multiple objectives and the inability of the drilling mud system to control the wellbore's condition. The well was abandoned as a result of the increasing risk of losing the drilling contractor's drillstring in the wellbore for which the interest owners were financially responsible. The Company has undertaken to sell a portion or farmout its interest in this prospect and at December 31, 1996, reflected $187,500 in unproved and unevaluated properties related to the prospect. The Company charged $647,355 to exploration expense in 1996 in connection with the drilling and abandonment of the well. In 1996, the Company licensed software and purchased related software maintenance services aggregating $325,768 from an unaffiliated vendor. Subsequently, in October 1996, an officer and director of the Company became a director of the vendor. The Company engaged the services of a law firm, including the services of a partner in the firm who is a relative of an officer and director of the Company. The Company incurred expenses of approximately $109,902 and $118,970 to this firm during the years ended December 31, 1996, and 1995, respectively. Zydeco entered into an exchange agreement, dated January 1, 1995, with an entity beneficially owned by certain Myers Affiliates where certain officers and/or directors are officers and/or directors of the Company, and agreed to provide 3D seismic analysis services in exchange for a license to such data. The value of this exchange was determined by the parties to be $200,000. As this exchange agreement represents an exchange of dissimilar goods, income and expense reflects the gross value of seismic service revenues and related data costs associated with this transaction for 1995. Effective January 1, 1995, Zydeco assumed an obligation for office facilities under an operating lease agreement expiring in March 1997, from a Myers Affiliate where certain officers of the Company were, at the time, also officers and/or directors of the Myers Affiliate. The lease agreement required base monthly payments of $3,122. In connection with the relocation of the Company's offices in June 1996, the Company bought out the remaining nine month term under this lease for $24,615. Rental expense related to this lease was $44,887 and $37,340 which is included in general and administrative expenses for the years ended 1996, and 1995, respectively. F-14 ZYDECO ENERGY, INC. AND SUBSIDIARY NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(CONTINUED) Effective December 15, 1994, Zydeco assumed an obligation related to certain computer equipment and related software under a capital financing lease expiring October 1997, from a Myers Affiliate where certain officers of the Company were, at the time, also officers and/or directors of the Myers Affiliate. The leased equipment was assigned to the Company by such entity, and the original lender has released the entity from all liability in the event of the Company's non-performance. 8. STOCK OPTION PLANS. At December 31, 1996, the Company had three stock-based compensation plans, which are described below. Each Plan provides for the granting of options generally at not less than the per share market price on the date of grant. The Company applies APB Opinion 25 and related Interpretations in accounting for its plans. Accordingly, no compensation cost has been recognized for its fixed stock option plans. Had compensation cost for the Company's three stock- based compensation plans been determined based on the fair value at the grant dates for awards under those plans consistent with the method of SFAS No. 123 "Accounting for Stock-Based Compensation", the Company's net loss and loss per share would have been reduced to the pro forma amounts indicated below:
1996 1995 ----------- ----------- Net Loss As Reported $(1,858,132) $(1,173,646) Pro Forma $(2,296,904) $(1,291,163) Loss Per Equivalent Share of Common Stock As Reported $ (0.30) $ (0.30) Pro Forma $ (0.37) $ (0.33)
For purposes of the above pro forma disclosure, the fair value of each option grant is estimated on the date of grant using the Black-Scholes option- pricing model with the following weighted average assumptions used for grants in 1996 and 1995, respectively: no dividend yield for both years, expected volatility of .52 and .10, risk-free interest rates of 5.2% for both years, and expected lives of 10 years for all options. In connection with the above assumptions, the estimated weighted average fair value of options granted in 1996 and 1995 is $4.07 and $.56 per share, respectively. In February 1995, Zydeco's board of directors approved the 1995 Employee Stock Option Plan (the "Zydeco Plan") for certain employees of the Company and any subsequently incorporated subsidiaries of the Company. The Zydeco Plan provides for the granting of stock options to purchase up to an aggregate of one million (pre-Merger) shares of common stock. Options to purchase 1,006,256 (post-Merger) shares of stock at a price of $1.60 per share, as adjusted pursuant to the Merger, were granted in March 1995. Such options are non- compensatory, vest over a four-year period and terminate no later than March 2005. Pursuant to the terms of the Merger, options granted pursuant to the Zydeco Plan were assumed by the Company and an equivalent number of shares of Common Stock are reserved for issuance upon exercise of the assumed Zydeco Plan options. See "Note 3--Reverse Acquisition by Zydeco". Common Stock was issued in the amount of 1,562 shares in connection with stock options exercised in 1996, under the Zydeco Plan. Shares exercisable under vested options issued under the Zydeco Plan aggregated 501,565 shares and 251,564 shares at December 31, 1996, and 1995, respectively. On January 4, 1996 the Board of Directors approved and adopted the Zydeco Energy, Inc. 1996 Incentive Equity Plan (the "1996 Incentive Plan"). The 1996 Incentive Plan authorizes the grant of various stock and stock-related awards to key management and other personnel on the basis of individual and corporate performance. The 1996 Incentive Plan provides for the granting of stock options to purchase an aggregate of 350,000 shares of Common Stock, which are reserved for such purpose. In 1996, options to purchase 495,000 shares were granted to employees at exercise prices ranging between $5.22 and $6.69 per share. Options for F-15 ZYDECO ENERGY, INC. AND SUBSIDIARY NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(CONTINUED) 100,000 shares of Common Stock granted in January 1996, expired in February 1996, upon termination of an employee. The net 45,000 option shares granted in excess of the authorized limit of the 1996 Incentive Plan were granted subject to the approval of shareholders at the Company's next Annual Meeting scheduled in May 1997. At December 31, 1996, no options had been exercised or were exercisable under the 1996 Incentive Plan. The weighted average exercise price of stock options outstanding under the 1996 Incentive Plan at December 31, 1996, was $5.83 per share. Such options are non-compensatory, vest over a four-year period and terminate no later than ten years after the date of grant unless otherwise determined by the Compensation Committee. Also on January 4, 1996, the Board of Directors adopted the 1996 Non- employee Directors Stock Option Plan (the "1996 Directors Plan") and granted an aggregate of 45,000 shares of Common Stock to three non-employee directors. The options vest, one third on April 1, 1997, 1998, and 1999, and have an exercise price of $6.69 per share. The options terminate no later than ten years after the date of grant. Both the 1996 Incentive Plan and the 1996 Directors Plan were approved by the Company's shareholders at the Annual Meeting on July 9, 1996. 9. SEGMENT INFORMATION. The Company operates principally in one industry segment--oil and gas exploration and production ("E&P"). In 1995, the Company also had operations in one other reportable segment: 3D seismic analysis services. The assets reported in the 3D seismic analysis services segment in 1995 were used in both segments and are included in the oil and gas E&P segment in 1996. During 1994, the Company had limited operations and no revenue, other than interest income. The following table sets forth key operating information for each business segment:
PERIOD FROM INCEPTION YEAR ENDED DECEMBER 31, (MARCH 17, 1994) ------------------------ THROUGH 1996 1995 DECEMBER 31, 1994 ----------- ----------- --------------------- Operating Revenues Oil and Gas E&P............. $ 1,470,046 $ 286,752 $ -- 3D Seismic Analysis Services................... -- 300,000 -- ----------- ----------- ---------- Consolidated Total.......... $ 1,470,046 $ 586,752 $ -- =========== =========== ========== Operating (Loss) Oil and Gas E&P............. $ (812,981) $ (555,009) $ (30,108) 3D Seismic Analysis Services................... -- (108,716) -- Corporate General & Administrative............. (1,294,358) (486,107) (80,134) ----------- ----------- ---------- Consolidated Total.......... $(2,107,339) $(1,149,832) $ (110,242) =========== =========== ========== Capital Expenditures Oil and Gas E&P............. $ 1,077,350 $ 226,770 $ 870,000 3D Seismic Analysis Services................... -- -- 468,162 Corporate General & Administrative............. 248,524 -- 178,982 ----------- ----------- ---------- Consolidated Total.......... $ 1,325,874 $ 226,770 $1,517,144 =========== =========== ========== Depreciation, Depletion and Amortization Oil and Gas E&P............. $ 592,996 $ 153,710 $ -- 3D Seismic Analysis Services................... -- 208,716 -- Corporate General & Administrative............. 37,869 29,961 7,153 ----------- ----------- ---------- Consolidated Total.......... $ 630,865 $ 392,387 $ 7,153 =========== =========== ==========
F-16 ZYDECO ENERGY, INC. AND SUBSIDIARY NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(CONTINUED)
AT DECEMBER 31, ------------------------------------------- 1996 1995 1994 ---------- ----------- ---------- Identifiable Assets Oil and Gas E&P.................. $5,048,109(1) $ 3,501,290(1) $1,168,173 3D Seismic Analysis Services..... -- 364,770 468,162 Corporate General & Administrative.................. 4,863,493 8,716,345 1,059,664 ---------- ----------- ---------- Consolidated Total............... $9,911,602 $12,582,405 $2,695,999 ========== =========== ==========
- -------- (1) Identifiable assets of the Oil and Gas E&P segment include $3,172,378 and $3,210,477 at December 31, 1996 and 1995, respectively, related to the Exploration Agreements. See "Note 2--Exploration Agreements". Major Customers. Oil and gas sales to two customers of $1,030,424 and $391,803, respectively, in 1996, and $133,589 to one customer in 1995, each constituted more than 10% of consolidated revenue for such years. In addition, 3D seismic services revenue of $100,000 in 1995, from one customer represented more than 10% of consolidated revenue for 1995. 10. COMMITMENTS AND CONTINGENCIES. In February 1996, the Company purchased an exclusive seismic option permit from the state of Louisiana covering approximately 51,000 acres of state waters in western Cameron Parish, Louisiana. The Company paid $783,754 for the permit. Under the Agreement with the state of Louisiana, the Company is obligated to deliver within 18 months a 3D seismic survey over the state acreage included in the permit or pay a penalty equivalent to the initial payment for the permit and/or unspecified damages. Under the option, the State of Louisiana is required to keep the information obtained from the survey confidential for a period of ten years. The Company can extend the time period for delivery of the survey for a six month period for an additional payment of $391,877. In August, 1996, the Company commenced operations for a 3D survey project (the "West Cameron Seismic Project") which includes the area covered by the permit and additional contiguous land acreage. In May 1996, the Company entered into a license agreement with an individual to use a proprietary 3D seismic processing and wavefield imaging technology ("Wavefield Imaging"). The Company is authorized to use Wavefield Imaging worldwide and exclusively in certain transition zone areas of the Gulf of Mexico, including the area covered by the West Cameron Seismic Project. The Company paid the first year's royalty fee of $40,000 in May 1996, and can, at its option, renew the license annually by payment of annual royalties as follows: 1997 $40,000 1998 $60,000 1999 $80,000 2000 $80,000 Thereafter $100,000
In August 1996, the Company negotiated and executed a turnkey seismic services agreement with its survey contractor Grant Geophysical, Inc. ("Grant") in an effort to control some of the risks associated with a survey as large as the West Cameron Seismic Project. In December 1996, after Grant informed the Company it was ceasing survey operations due to winter weather conditions, Grant filed for protection and reorganization under Chapter 11 of the U. S. Bankruptcy statutes and currently is attempting to restructure its operations. On March 14, 1997, the Company and Grant executed a new Master Geophysical Data Acquisition Agreement ("the Agreement") to commence survey operations in mid-April 1997 under a "cost plus" services arrangement. The F-17 ZYDECO ENERGY, INC. AND SUBSIDIARY NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(CONTINUED) nature of such an agreement increases both the risks and the management efforts associated with the seismic acquisition phase of the West Cameron Seismic Project. The current estimates of the cost to complete the survey (assuming no reduction in the survey area) are substantially higher than the estimates or the actual costs incurred (approximately $44,000 per square mile) under the former turnkey contract with Grant. The Company paid a commitment fee of $150,000 and advanced $350,000 upon execution of the Agreement. Management currently believes that it will be able to meet its obligations under the Permit. 11. QUARTERLY RESULTS OF OPERATIONS (UNAUDITED). Results of operations by quarter for the year ended December 31, 1996, are set forth in the following table. The Company had no operations prior to the Merger in December 1995.
1996 QUARTER ENDED ---------------------------------------------- MARCH 31 JUNE 30 SEPTEMBER 30 DECEMBER 31 --------- --------- ------------ ----------- OPERATING REVENUES Oil and Gas Sales.............. $ 251,535 $ 305,211 $ 461,038 $ 404,443 Gain on Sales of Properties.... -- 16,319 -- -- Seismic Services............... -- 31,500 -- -- --------- --------- --------- --------- 251,535 353,030 461,038 404,443 OPERATING COSTS AND EXPENSES Exploration Expenses Geological and Geophysical Expenses..................... 208,600 192,969 224,895 341,493 Dry Hole Costs................ -- 17,074 669,351 13,141 Production Costs............... 6,549 4,684 6,073 5,202 Depreciation, Depletion and Amortization.................. 110,365 151,364 181,763 187,373 General and Administrative Expenses...................... 387,398 261,513 322,290 285,288 --------- --------- --------- --------- 712,912 627,604 1,404,372 832,497 OPERATING LOSS.................. (461,377) (274,574) (943,334) (428,054) OTHER INCOME (EXPENSE) Interest Income................ 86,499 82,610 58,869 65,436 Interest Expense............... (13,688) (11,983) (10,200) (8,336) --------- --------- --------- --------- 72,811 70,627 48,669 57,100 NET LOSS........................ $(388,566) $(203,947) $(894,665) $(370,954) ========= ========= ========= ========= LOSS PER COMMON EQUIVALENT SHARE.......................... $ (0.07) $ (0.04) $ (0.14) $ ( 0.05) ========= ========= ========= =========
12. SUBSEQUENT EVENT (UNAUDITED) On June 20, 1997, at the request of Fortune, the Company returned $2,153,645 to Fortune representing the unexpended funds previously advanced to the Company under the Fortune Agreement. The funds returned to Fortune were reported as an exploration liability on the Company's balance sheet and their return will be accounted for as a reduction of such balance, with no effect on working capital. The Company will retain its current undivided 50% working interest in each of the existing properties. F-18 ZYDECO ENERGY, INC. AND SUBSIDIARY NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(CONTINUED) On July 1, 1997, the Company acquired Wavefield Image, Inc. ("Wavefield"), a privately held company that develops and licenses a seismic data processing technique known as Wavefield Imaging Technology. The Company is utilizing Wavefield Imaging Technology in its West Cameron Seismic Project pursuant to a license negotiated in May 1996. The Company issued 100,000 shares of Common Stock to stockholders of Wavefield, including its founder, Dr. Norman S. Neidell, in exchange for all of the outstanding stock of Wavefield. An additional 150,000 shares of Common Stock are expected to be issued to Wavefield's stockholders with respect to a patent for the Wavefield Imaging Technology, for which the Company received notice on July 3, 1997, that the application has been allowed for issuance of a patent by the United States Patent and Trademark Office. The historical operations of Wavefield are not significant to the Company's financial position or results of operations. F-19 ZYDECO ENERGY, INC. AND SUBSIDIARY SUPPLEMENTAL INFORMATION ON OIL AND GAS PRODUCING ACTIVITIES The following unaudited information has been provided pursuant to Statement of Financial Accounting Standards No. 69 "Disclosures about Oil and Gas Producing Activities". There are numerous uncertainties inherent in estimating quantities of proved reserves and in projecting future rates of production and timing of development expenditures, including many factors beyond the control of the Company. Reserve engineering is a subjective process of estimating underground accumulations of oil and gas that cannot be measured in an exact way. Accordingly, reserve estimates are often different from quantities of oil and gas that are ultimately recovered. The Company's proved oil and gas reserves were estimated by Ryder Scott Company, Petroleum Engineers. PROVED DEVELOPED RESERVE QUANTITIES The Company's oil and gas producing activities have been conducted solely in the United States. The Company had no proved undeveloped reserves at December 31, 1996, 1995, or 1994. The following table sets forth the changes in the Company's total proved reserves (all of which are developed) for the periods ended December 31, 1996, 1995, and 1994:
DECEMBER 31, -------------------------- 1996 1995 1994 -------- ------- ------- OIL (BBLS) Total Proved Reserves: Proved Oil Reserves at the Beginning of the Period........................................ 15,899 -- --(1) Extensions, Discoveries, and Other Additions... -- 17,017 -- Revisions of Previous Estimates................ 14,339 -- -- Production..................................... (20,186) (1,118) -- -------- ------- ------- Proved Oil Reserves at the End of the Period... 10,052 15,899 -- ======== ======= ======= GAS (MCF) Proved Gas Reserves at the Beginning of the Period........................................ 492,000 -- --(1) Extensions, Discoveries, and Other Additions... -- 576,546 -- Revisions of Previous Estimates................ 123,678 -- -- Production..................................... (372,678) (84,546) -- -------- ------- ------- Proved Gas Reserves at the End of the Period... 243,000 492,000 -- ======== ======= ======= Proved Developed Reserves: End of Period--Oil (Bbls)...................... 10,052 15,899 -- ======== ======= ======= Gas (Mcf)...................................... 243,000 492,000 -- ======== ======= =======
- -------- (1) At Inception, March 17, 1994. F-20 RESULTS OF OPERATIONS FOR OIL AND GAS PRODUCING ACTIVITIES The results of operations for oil and gas producing activities for the periods indicated are presented below:
YEAR ENDED DECEMBER PERIOD FROM INCEPTION 31, (MARCH 17, 1994) --------------------- THROUGH 1996 1995 DECEMBER 31, 1994 ---------- --------- --------------------- Oil and Gas Sales................. $1,422,227 $169,235 $ -- Production (Lifting) Costs........ (22,508) (27,492) -- Dry Hole Costs.................... (699,566) (261,956) (30,108) Geological and Geophysical Expenses......................... (967,957) (398,603) -- Depreciation, Depletion, and Amortization..................... (592,996) (153,710) -- Income Tax Provision (Benefit).... -- -- -- ---------- --------- -------- Results of Operations from Oil and Gas Producing Activities......... $ (860,800) $(672,526) $(30,108) ========== ========= ========
CAPITALIZED COSTS RELATING TO OIL AND GAS PRODUCING ACTIVITIES The following table presents total capitalized costs of proved and unproved oil and gas properties and associated accumulated depreciation, depletion and amortization:
DECEMBER 31, -------------------- 1996 1995 ---------- -------- Proved Oil and Gas Properties, at Cost................... $ 300,784 $309,110 Unproved Oil and Gas Properties, at Cost................. 488,290 -- Equipment and Software................................... 1,343,655 -- Less--Accumulated Depreciation, Depletion, and Amortization............................................ (955,422) (114,090) ---------- -------- Net Capitalized Costs.................................... $1,177,307 $195,020 ========== ========
COSTS INCURRED IN OIL AND GAS PROPERTY ACQUISITION, EXPLORATION AND DEVELOPMENT ACTIVITIES Presented below are costs incurred in oil and gas property acquisition, exploration and development activities:
YEAR ENDED DECEMBER PERIOD FROM INCEPTION 31, (MARCH 17, 1994) ------------------- THROUGH 1996 1995 DECEMBER 31, 1994 ---------- -------- --------------------- Proved Property Acquisition Costs..... $ 7 $ 77,573 $ -- Unproved Property Acquisition Costs... 507,370 -- 726,030 Exploration Costs..................... 1,639,519 660,559 174,078 Equipment and Software Additions...... 569,973 -- -- ---------- -------- -------- Total for Period...................... $2,716,869 $738,132 $900,108 ========== ======== ========
F-21 STANDARDIZED MEASURE OF DISCOUNTED FUTURE NET CASH FLOWS RELATING TO PROVED OIL AND GAS RESERVE QUANTITIES Future cash inflows from the sale of production of proved reserves, net of estimated production and development costs, as calculated by the Company's independent reserve engineers, are discounted at 10%. The calculations are based on year-end prices and costs and statutory tax rates that relate to existing proved oil and gas reserves in which the Company has mineral interests. Actual oil and gas sales prices continue to be subject to wide fluctuations due to market changes. The standardized measure is not intended to represent the market value of reserves and, in view of the uncertainties involved in the reserve estimation process, including the instability of energy markets, may be subject to material future revisions. See "Note 1-- Organization and Summary of Significant Accounting Policies".
YEAR ENDED DECEMBER PERIOD FROM INCEPTION 31, (MARCH 17, 1994) ---------------------- THROUGH 1996 1995 DECEMBER 31, 1994 ---------- ---------- --------------------- (UNAUDITED) (UNAUDITED) Future Cash Inflows.............. $1,116,568 $1,496,181 $ -- Future Production and Development Costs(1)........................ (72,225) (76,500) -- Future Income Tax Expense........ -- -- -- ---------- ---------- ------ Undiscounted Future Net Cash Flows........................... $1,044,343 $1,419,681 $ -- Discount......................... (44,525) (112,344) -- ---------- ---------- ------ Standardized Measure of Discounted Future Net Cash Flows........................... $ 999,818 $1,307,337 $ -- ========== ========== ======
- -------- (1) Estimated future costs associated with property development and plugging, abandonment, site restoration and dismantlement requirements at December 31, 1996 and 1995 were approximately $32,500. PRINCIPAL SOURCES OF CHANGE IN THE STANDARDIZED MEASURE OF DISCOUNTED FUTURE NET CASH FLOWS
YEAR ENDED DECEMBER PERIOD FROM INCEPTION 31, (MARCH 17, 1994) ----------------------- THROUGH 1996 1995 DECEMBER 31, 1994 ----------- ---------- --------------------- (UNAUDITED) (UNAUDITED) Balance at the Beginning of the Period......................... $ 1,307,337 $ -- $ -- Sales, Net of Operating Costs... (1,399,719) (141,743) -- Net Changes in Prices and Production Costs............... 343,316 -- -- Extensions, Discoveries and Improved Recovery.............. -- 1,449,080 -- Revisions of Quantity Estimates. 685,619 -- -- Accretion of Discount........... 130,734 -- -- Other .......................... (67,469) -- -- ----------- ---------- ------ Balance at the End of the Period......................... $ 999,818 $1,307,337 $ -- =========== ========== ======
F-22 INSIDE BACK COVER [GRAPHIC- PICTURE OF SEISMIC WORKSTATION] ZYDECO ENERGY, INC. PART II INFORMATION NOT REQUIRED IN PROSPECTUS ITEM 13. OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION Set forth below are the expenses expected to be incurred in connection with the issuance and distribution of the securities registered hereby. With the exception of the Securities and Exchange Commission registration fee and the NASD filing fee, the amounts set forth below are estimates: Securities and Exchange Commission registration fee............. $ 3,572 NASD filing fee................................................. 1,679 Nasdaq listing fee and expenses................................. 30,000 Printing and engraving expenses................................. 65,000 Blue Sky fees and expenses...................................... 23,000 Underwriting expenses........................................... 25,000 Legal fees and expenses......................................... 180,000 Accounting fees and expenses ................................... 60,000 Miscellaneous fees and expenses................................. 40,000 -------- Total......................................................... $428,251 ========
ITEM 14. INDEMNIFICATION OF DIRECTORS AND OFFICERS Section 145 of the Delaware General Corporation Law ("Section 145") permits indemnification of directors, officers, agents and controlling persons of a corporation under certain conditions and subject to certain limitations. Article Eighth of the Company's Certificate of Incorporation and Section 8.1 of the Company's Bylaws) provide for the indemnification of directors, officers and other authorized representatives of the Company to the maximum extent permitted by the Delaware General Corporation Law. Section 145 empowers a corporation to indemnify any person who was or is a party or is threatened to be made a party to any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative, by reason of the fact that he is or was a director, officer, employee or agent of the corporation, or is or was serving at the request of the corporation as a director, officer, employee or agent of another corporation or enterprise. Depending on the character of the proceeding, a corporation may indemnify against expenses (including attorneys' fees), judgments, fines and amounts paid in settlement actually and reasonably incurred in connection with such action, suit or proceeding if the person seeking indemnification acted in good faith and in a manner he reasonably believed to be in or not opposed to the best interests of the corporation, and, with respect to any criminal action or proceeding, had no reasonable cause to believe his conduct was unlawful. In the case of an action by or in the right of the corporation, no indemnification may be made in respect of any claim, issue or matter as to which such person shall have been adjudged to be liable to the corporation unless and only to the extent that the Court of Chancery or the court in which such action or suit was brought shall determine that despite the adjudication of liability such person is fairly and reasonably entitled to indemnity for such expenses which the court shall deem proper. Section 145 further provides that to the extent a director or officer of a corporation has been successful in defense of any action, suit or proceeding referred to above or in defense of any claim, issue or matter therein, he shall be indemnified against expenses (including attorneys' fees) actually and reasonably incurred by him in connection therewith. Section 8.6 of the Company's Bylaws permits it to purchase and maintain insurance on behalf of any such person who is or was a director, officer, employee or agent of the Company or is or was serving at the request of the Company, as a director, officer, employee or agent of another corporation or enterprise against any liability asserted against him and incurred by him in such capacity, or arising out of his status as such, whether or not the Company would have the power to indemnify him against such liability under the foregoing provisions of the Bylaws. II-1 ITEM 15. RECENT SALES OF UNREGISTERED SECURITIES Set forth below is certain information concerning all sales of securities by the Company during the last three years that were not registered under the Securities Act. In the opinion of the Company, each of these transactions were exempt from registration pursuant to Section 4(2) of the Securities Act as transactions not involving a public offering. (a) In September 1995, the Company issued and sold promissory notes and warrants aggregating $225,028 and 225,028 warrants to the following investors:
AMOUNT PURCHASE NAME OF INVESTOR OF NOTE WARRANTS PRICE ---------------- ------- -------- -------- BSR Investments................................. $75,014 75,014 $75,014 W. Forster & Co., Inc........................... $75,014 75,014 $75,014 Brean Murray, Foster Securities Inc............. $75,000 75,000 $75,000
(b) The Company has issued to its employees options to purchase a total of 842,000 shares of the Company's Common Stock pursuant to the 1996 Incentive Equity Plan adopted by the Company in 1996. 350,000 of such options were granted to two executive officers of the Company. (c) The Company has issued options to purchase a total of 45,000 shares of the Company's Common Stock pursuant to the 1996 Nonemployee Directors Stock Option Plan adopted by the Company in 1996. All such options were granted to the three nonemployee directors of the Company. (d) On July 1, 1997, the Company issued 100,000 shares of Common Stock in exchange for all of the outstanding stock of Wavefield Image, Inc., a privately held company. ITEM 16. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES (a) The following exhibits are filed as part of this Registration Statement:
EXHIBIT NO. DESCRIPTION ----------- ----------- 1.1+ --Underwriting Agreement and exhibits thereto (filed as Exhibit 1.1 to this Registration Statement) 3.1+ --Certificate of Incorporation of the Company and Certificates of Amendment thereto (filed as Exhibit 3.1 to the Company's Annual Report on Form 10-K for the year ended December 31, 1995) 3.2+ --Form of Amended and Restated Bylaws (filed as Exhibit 3.2 to the Company's Registration Statement on Form S-1 (Reg. No. 33-65286)) 4.1+ --Form of Certificate representing shares of Common Stock (filed as Exhibit 4.1 to the Company's Annual Report on Form 10-K for the year ended December 31, 1995) 4.2+ --Form of Certificate evidencing Common Stock Purchase Warrants (filed as Exhibit 4.2 to the Company's Annual Report on Form 10-K for the year ended December 31, 1995) 4.3+ --Unit Purchase Option Granted to Underwriters by the Company (filed as Exhibit 4.3 to the Company's Registration Statement on Form S-1 (Reg. No. 33-65286)) 4.4+ --Warrant Agreement between Continental Stock Transfer & Trust Company and the Company (filed as Exhibit 4.4 to the Company's Registration Statement on Form S-1 (Reg. No. 33-65286)) 4.5+ --Certificate of Designation evidencing shares of Preferred Stock (filed as Exhibit 4.5 to the Company's Annual Report on Form 10-K for the year ended December 31, 1995) 4.6+ --Form of Certificate evidencing shares of Preferred Stock (filed as Exhibit 4.6 to the Company's Annual Report on Form 10-K the year ended December 31, 1995) 4.7+ --Form of Stock Purchase Warrant granted by Zydeco Exploration, Inc. and Letter to holders from the Company (filed as Exhibit 4.7 to the Company's Annual Report on Form 10-K for the year ended December 31, 1995) 5.1* --Opinion of Andrews & Kurth L.L.P. 10.1+ --Share Escrow Agreement between the Company and Continental Stock Transfer & Trust Company (filed as Exhibit 10.6 to the Company's Registration Statement on Form S-1 (Reg. No. 33-65286))
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EXHIBIT NO. DESCRIPTION ----------- ----------- 10.2+ --Warrant Agreement for Redeemable Warrants (filed as Exhibit 4.4 to the Company's Registration Statement on Form S-1 (Reg. No. 33- 65286)) 10.3+ --Zydeco 1995 Employee Stock Option Plan and form of letter to Optionees from the Company (filed as Exhibit 10.3 to the Company's Annual Report on Form 10-K for the year ended December 31, 1995) 10.4+ --Employment Agreement between Zydeco Exploration, Inc. and Stephen W. Knecht (filed as Exhibit 10.4 to the Company's Annual Report on Form 10-K for the year ended December 31, 1995) 10.5+ --Employment Agreement between Zydeco Exploration, Inc. and John W. McTigue, Jr. (filed as Exhibit 10.5 to the Company's Annual Report on Form 10-K for the year ended December 31, 1995) 10.6+ --Exploration Agreement between Zydeco Exploration, Inc. and Lagniappe Exploration, Inc. (predecessor to Fortune Petroleum, Inc.) (filed as Exhibit 10.6 to the Company's Annual Report on Form 10-K for the year ended December 31, 1995) 10.7+ --Farmout Agreement between Zydeco Exploration, Inc. and Bois D'Arc Exploration (filed as Exhibit 10.7 to the Company's Annual Report on Form 10-K for the year ended December 31, 1995) 10.8+ --Farmout Agreement between Zydeco Exploration, Inc., Fortune and Southern Gas Company of Delaware (filed as Exhibit 10.8 to the Company's Annual Report on Form 10-K for the year ended December 31, 1995) 10.9+ --Option Agreement dated February 7, 1996, between the Company and Norman S. Neidell concerning certain wavefield imaging technology including, as an exhibit, the form of License Agreement between the Company and Mr. Neidell (filed as Exhibit 10.1 to the Company's Quarterly Report on Form 10-Q for the three months ended March 31, 1996) 10.10+ --Exploration Agreement between Zydeco Exploration, Inc. and Cheniere Energy Operating Co., Inc. (formerly FX Energy, Inc.) dated April 4, 1996 (filed as Exhibit 10.10 to the Company's Quarterly Report on Form 10-Q for the three months ended June 30, 1996) 10.11+ --Master Geophysical Data Acquisition Agreement dated June 12, 1996, (executed August 5, 1996) between Zydeco Exploration, Inc. and Grant Geophysical, Inc. (filed as Exhibit 10.11 to the Company's Quarterly Report on Form 10-Q for the three months ended September 30, 1996) 10.12+ --Second Amendment to the Exploration Agreement between Zydeco Exploration, Inc. and Cheniere Energy Operating Co., Inc. (formerly FX Energy, Inc.) dated August 5, 1996 (filed as Exhibit 10.12 to the Company's Quarterly Report on Form 10-Q for the three months ended September 30, 1996) 10.13+ --Third Amendment to the Exploration Agreement between Zydeco Exploration, Inc. and Cheniere Energy Operating Co., Inc. (formerly FX Energy, Inc.) dated October 31, 1996 (filed as Exhibit 10.13 to the Company's Quarterly Report on Form 10-Q for the three months ended September 30, 1996) 10.14+ --Fourth Amendment to the Exploration Agreement between Zydeco Exploration, Inc. and Cheniere Energy Operating Co., Inc. (formerly FX Energy, Inc.) dated November 29, 1996 (filed as Exhibit 11.1 to the Company's Annual Report on Form 10-K for the year ended December 31, 1996) 10.15+ --Master Geophysical Data Acquisition Agreement dated March 14, 1997 between Zydeco Exploration, Inc. and Grant Geophysical, Inc. (filed as Exhibit 10.15 to the Company's Quarterly Report on Form 10-Q for the three months ended March 31, 1997) 10.16+ --1996 Incentive Equity Plan (filed on May 20, 1997 as Exhibit 99.1 to the Company's Registration Statement on Form S-8) 10.17+ --1996 Non-employee Directors Stock Option Plan (filed on May 20, 1997 as Exhibit 99.1 to the Company's Registration Statement on Form S-8) 10.18 --Agreement and Plan of Merger dated July 1, 1996 by and between the Company, Wavefield Image, Inc. and certain stockholders of Wavefield Image, Inc. 10.19 --Employment Agreement between Zydeco Energy, Inc. and Norman S. Neidell 11.1+ --Statement regarding computation of per share earnings. 21.1+ --List of Subsidiaries (filed as Exhibit 21.1 to the Company's Annual Report on Form 10-K for the year ended December 31, 1995)
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EXHIBIT NO. DESCRIPTION ----------- ----------- 23.1 --Consent of Arthur Andersen LLP 23.2 --Consent of Ryder Scott Company Petroleum Engineers 23.3* --Consent of Andrews & Kurth L.L.P. (included in Exhibit 5.1)
- -------- + Incorporated herein by reference to the indicated filing. * To be filed by amendment. (b) Financial Statement Schedules: Schedules for which provision is made in the applicable accounting regulations of the Commission are not required under the related instructions or are not applicable, and therefore have been omitted. ITEM 17. UNDERTAKINGS (1) Insofar as indemnification for liabilities arising under the Securities Act of 1933 may be permitted to directors, officers and controlling persons of the registrant pursuant to the foregoing provisions, or otherwise, the registrant has been advised that in the opinion of the Securities and Exchange Commission such indemnification is against public policy as expressed in the Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the registrant of expenses incurred by paid by a director officer or controlling person in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, the registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by its against public policy as expressed in the Act and will be governed by the final adjudication of such issue. (2) The undersigned registrant hereby undertakes that: (a) For purposes of determining any liability under the Securities Act of 1933, the information omitted from the form of prospectus filed as part of this registration statement in reliance upon Rule 430A and contained in a form of prospectus filed by the registrant pursuant to Rule 424(b)(1) or (4) or 497(h) under the Securities Act shall be deemed to be part of this registration statement as of the time it was declared effective. (b) For the purpose of determining any liability under the Securities Act of 1933, each post-effective amendment that contains a form of prospectus shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof. II-4 SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1933, the Registrant has duly caused this Amendment No. 1 to the registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Houston, State of Texas on the 3rd day of July, 1997. Zydeco Energy, Inc. /s/ Sam B. Myers, Jr. By:__________________________________ Sam B. Myers, Jr. Chairman of the Board and Chief Executive Officer Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed by the following persons in the capacities and on the dates indicated.
SIGNATURE TITLE DATE --------- ----- ---- /s/ Sam B. Myers, Jr. Director, Chairman of the July 3, 1997 ____________________________________ Board and Chief Executive Sam B. Myers, Jr. Officer (Principal Executive Officer) /s/ W. Kyle Willis* Vice President, Treasurer, July 3, 1997 ____________________________________ and Chief Financial Officer W. Kyle Willis (Chief Accounting Officer) /s/ Edward R. Prince, Jr.* Director, Vice Chairman of July 3, 1997 ____________________________________ the Board Edward R. Prince, Jr. /s/ John O. Smith* Director, President and July 3, 1997 ____________________________________ Chief Operating Officer John O. Smith /s/ Philip A. Tuttle* Director July 3, 1997 ____________________________________ Philip A. Tuttle /s/ Harry C. Johnson* Director July 3, 1997 ____________________________________ Harry C. Johnson /s/ Charles E. Bradley, Sr.* Director July 3, 1997 ____________________________________ Charles E. Bradley, Sr.
*By /s/ Sam B. Myers, Jr. _________________________ Attorney-in-Fact (under power of attorney filed as part of the initial registration statement) II-5 EX-10.18 2 AGREEMENT AND PLAN OF MERGER EXHIBIT 10.18 AGREEMENT AND PLAN OF MERGER THIS AGREEMENT AND PLAN OF MERGER is made as of June 30, 1997 by and among Zydeco Energy, Inc., a Delaware corporation ("Zydeco"), WFI Acquisition Corp., a Texas corporation (the "Merger Subsidiary," and together with Zydeco, the "Zydeco Parties"), Wavefield Image, Inc., a Texas corporation ("Wavefield") and the persons executing this Agreement as stockholders of Wavefield (collectively, "Stockholders"). Certain terms are used herein as defined below in Article I or elsewhere in this Agreement. BACKGROUND ---------- Zydeco owns all of the outstanding capital stock of the Merger Subsidiary. The Zydeco Parties and Wavefield desire to merge Merger Subsidiary with and into Wavefield (the "Merger") in accordance with the Texas Business Corporation Act (the "TBCA") and on the terms and conditions set forth herein. In consideration of the respective covenants contained herein and intending to be legally bound hereby, the parties hereto agree as follows: ARTICLE I DEFINITIONS For convenience, certain terms used in more than one part of this Agreement are listed in alphabetical order and defined or referred to below (such terms, as well as any other terms defined elsewhere in this Agreement, shall apply equally to both the singular and plural of the terms defined). "AFFILIATES" means, with respect to a particular party, persons or entities controlling, controlled by or under common control with that party, as well as any officers, directors and majority-owned entities of that party and of its other Affiliates. "AGREEMENT" means this Agreement of Merger and the exhibits and schedules hereto. "ARTICLES OF MERGER" is defined in Section 2.1. "ASSETS" means all of the assets, properties, goodwill and rights of every kind and description, real and personal, tangible and intangible, wherever situated and whether or not reflected in the most recent financial statements, that are owned or possessed by the representing party. "BENEFIT PLANS" means all employee benefit plans of a representing party within the meaning of Section 3(3) of ERISA and any related or separate contracts, plans, trusts, programs, policies, arrangements, practices, customs, and understandings, in each case whether formal or informal, that provide benefits of economic value to any present or former employee of a representing party, or present or former beneficiary, dependent or assignee of any such employee or former employee. "BUSINESS" means the entire business, operations, facilities and prospects of the representing party unless otherwise specified. "CHARTER DOCUMENTS" means an entity's certificate or articles of incorporation, certificate defining the rights and preferences of securities, articles of organization, general or limited partnership agreement, certificate of limited partnership, joint venture agreement or similar document governing the entity. "CLOSING" means the Closing of the Merger and the other Transactions. "CLOSING DATE" is defined in Section 2.6. "CODE" means the Internal Revenue Code of 1986, as amended, and the Regulations promulgated thereunder. "COMMISSION" means the United States Securities and Exchange Commission. "CONTINGENT RIGHTS"is defined in Section 3.1(a). "CONTINGENT SHARES"is defined in Section 3.1(a). "COURT ORDER" means any judgment, decree, injunction, order or ruling of any federal, state, local or foreign court or governmental or regulatory body or authority that is binding on any Person or its property under applicable law. "DGCL" means the Delaware General Corporation Law. "DEFAULT" means (i) a breach, default or violation; or (ii) the occurrence of an event that with the passage of time or the giving of notice, or both, would constitute a breach, default or violation. "EFFECTIVE TIME" is defined in Section 2.2. "ENCUMBRANCES" means any lien, mortgage, security interest, pledge, restriction or transferability, defect or title or other claim, charge or encumbrance of any nature whatsoever on any property or property interest. "ENVIRONMENTAL CONDITION" is defined in Section 4.14. -2- "ENVIRONMENTAL LAW" is defined in Section 4.14. "ERISA" means the Employee Retirement Income Security Act of 1974, as amended. "EXCHANGE ACT" is defined in Section 5.3. "EXCHANGE AGENT" is defined in Section 3.2. "GAAP" means United States generally accepted accounting principles. "GOVERNMENT PERMITS" is defined in Section 4.10. "HAZARDOUS SUBSTANCE" means any substance, waste, material or product defined as hazardous, radioactive, extremely hazardous or toxic under any Environmental Law. "INTELLECTUAL PROPERTY" is defined in Section 4.15. "IRS" is the Internal Revenue Service. "KNOWLEDGE" or any similar phrase when used in the context of matters within the knowledge of Wavefield or either or both Zydeco Parties means the actual knowledge of Wavefield or either or both Zydeco Parties, as the case may be, or of any director or executive officer of Wavefield or a Zydeco Party, respectively. "LIABILITY" means any direct or indirect liability, indebtedness, obligation, expense, claim, loss, damage, deficiency, guaranty or endorsement of or by any Person, absolute or contingent, accrued or unaccrued, due or to become due, liquidated or unliquidated. "LITIGATION" means any lawsuit, action, arbitration, administrative or other proceeding, criminal prosecution or governmental investigation or inquiry. "MATERIAL ADVERSE EFFECT" means a material adverse effect on the financial condition, results of operations, liquidity and products of any representing party, taken as a whole with all of its subsidiaries. "MERGER" is defined in the "Background" section on page 1. "MERGER CONSIDERATION" is defined in Section 3.1(a). "MERGER SUBSIDIARY" is defined in the preamble on page 1. "ORDINARY COURSE" or "ORDINARY COURSE OF BUSINESS" means the ordinary course of business that is consistent with past practices. -3- "PATENT ISSUANCE EVENT" shall mean the issuance of Letters Patent by the United States Patent and Trademark Office in respect of the Wavefield Patent Application which includes claims of substantially comparable commercial impact to those claims made in the initial Wavefield Patent Application filed with the United States Patent and Trademark Office on June 10, 1996. "PERSON" means any natural person, corporation, partnership, proprietorship, association, trust or other legal entity. "PLANS" is defined in Section 5.4. "PLAN OPTIONS" is defined in Section 5.4. "REGISTRATION STATEMENT" means that certain Registration Statement of Zydeco on Form S-1 (No.333-27685) filed by Zydeco with the Commission in connection with a proposed public offering of Zydeco Common Stock, as amended. "REGULATION" means any statute, law, ordinance, regulation, order or rule of any federal, state, local, foreign or other governmental agency or body or of any other type of regulatory body, including those covering environmental, energy, safety, health, transportation, bribery, recordkeeping, zoning, antidiscrimination, antitrust, wage and hour, and price and wage control matters. "SECURITIES ACT" means the Securities Act of 1933, as amended. "SUBSIDIARY" means any corporate entity the voting capital stock of which is majority owned by such other Person, and any non-corporate entity the equity capital of which is majority owned by such other Person. "SURVIVING CORPORATION" is defined in Section 2.1. "TERMINATION DATES" is defined in Section 10.1(b). "TRANSACTION DOCUMENTS" means this Agreement, the Articles of Merger and the other agreements and documents contemplated hereby and thereby. "TRANSACTIONS" means the Merger and the other transactions contemplated by the Transaction Documents. "WAVEFIELD FINANCIALS" is defined in Section 4.5. "WAVEFIELD BALANCE SHEET" is defined in Section 4.5. "WAVEFIELD BALANCE SHEET DATE" is defined in Section 4.5. -4- "WAVEFIELD COMMON STOCK" means the Common Stock, $.01 par value per share, of Wavefield. "WAVEFIELD DESIGNEES" is defined in Section 7.7. "WAVEFIELD YEAR-END FINANCIAL STATEMENTS" is defined in Section 4.5. "WAVEFIELD HOLDERS" means all of the record holders of Wavefield Shares as of the Effective Time. "WAVEFIELD IMAGING TECHNOLOGY" means (a) all technical information, data, know- how and inventions (patented or unpatented), including without limitation software programs, existing associated screen and menu designs, routines and related documentation, which (i) utilize or incorporate an algorithm called the Kirchoff-Neidell Computational Algorithm, including any utility or service programs or routines which Wavefield owns or licenses or has the right to license, and all user documentation associated with such utility or service programs or (ii) which relates to the specifications, drawings and claims set forth in the initial Wavefield Patent Application claims made in the initial Wavefield Patent Application filed with the United States Patent and Trademark Office on June 10, 1996 and (b) all rights, titles and interests in and to the Wavefield Patent Application and any Letters Patent that may be issued in connection therewith. "WAVEFIELD INTERIM FINANCIALS" is defined in Section 4.5. "WAVEFIELD OPTION PLAN" is defined in Section 4.4. "WAVEFIELD PATENT APPLICATION" shall mean that certain Application for Letters Patent (Serial No. 08/661,189) filed with the United States Patent and Trademark Office by Norman S. Neidell, inventor, titled "Sampling and Reconstruction of Propagating Wavefields", which has been assigned to Wavefield. "WAVEFIELD SHARES" means shares of Wavefield Common Stock. "ZYDECO BALANCE SHEET" is defined in Section 5.5. "ZYDECO BALANCE SHEET DATE" is defined in Section 5.5. "ZYDECO COMMON STOCK" means the Common Stock, $0.001 par value per share, of Zydeco. "ZYDECO DESIGNEES" is defined in Section 7.7. "ZYDECO MINOR CONTRACTS" is defined in Section 5.11(a). "ZYDECO PARTIES" is defined in the preamble on page 1. -5- "ZYDECO PROSPECTUS" means the final Zydeco Prospectus dated December 13, 1993 relating to the initial public offering of securities of Zydeco. "ZYDECO SHARES" means the shares of Zydeco Common Stock to be issued in connection with the Merger. "ZYDECO WARRANTS" means common stock purchase warrants for Zydeco Common Stock. ARTICLE II THE MERGER 2.1 THE MERGER. Upon the terms and subject to the conditions hereof, and in accordance with the relevant provisions of the TBCA, Wavefield and the Merger Subsidiary shall consummate the plan of Merger, which provides for the merger of Merger Subsidiary with and into Wavefield at the Effective Time (defined below). Following the Merger, Wavefield shall continue as the surviving corporation (the "Surviving Corporation") and shall continue its existence under the laws of the State of Texas and the separate corporate existence of Merger Subsidiary shall cease. 2.2 EFFECTIVE TIME. As soon as practicable after the satisfaction or waiver of all conditions to the Merger, but in any event on or prior to the first to occur thereafter of (i) the passage of two business days or (ii) July 3, 1997, Wavefield and the Merger Subsidiary shall file with the Secretary of State of the State of Texas Articles of Merger to effect the plan of Merger in accordance with the TBCA (the "Articles of Merger"). The Merger shall become effective at such time as the Articles of Merger are so filed (the "Effective Time"). 2.3 EFFECTS OF THE MERGER. The Merger shall have the effects set forth in Article 5.06 of the TBCA. 2.4 ARTICLES OF INCORPORATION AND BYLAWS OF SURVIVING CORPORATION. The Articles of Incorporation of Wavefield and the bylaws of Wavefield shall be the Articles of Incorporation and bylaws, respectively, of the Surviving Corporation at the Effective Time. 2.5 DIRECTORS AND OFFICERS OF THE SURVIVING CORPORATION. After the Effective Time, the directors and officers of Wavefield shall be as set forth on Exhibit A hereto. Such persons shall hold such positions as directors and officers until their successors are elected or appointed in accordance with the Articles of Incorporation and the bylaws of the Surviving Corporation. 2.6 CLOSING. Unless this Agreement shall have been terminated and the Transactions abandoned pursuant to Article X, subject to satisfaction or waiver of the conditions to the Merger set forth in Article IX, immediately prior to the Effective Time the Closing shall take place, at the offices of Andrews & Kurth L.L.P., 4200 Texas Commerce Tower, Houston, Texas, unless the parties hereto agree in writing to another date or place. The date on which the Closing occurs is referred to herein as the "Closing Date." -6- ARTICLE III CONVERSION OF SHARES AND OTHER MATTERS 3.1 CONVERSION OF THE WAVEFIELD SHARES. (a) Except as otherwise provided in Section 3.1(c) or 3.1(d), at the Effective Time, each Wavefield Share outstanding immediately prior to the Effective Time, shall be converted into (i) a number of Zydeco Shares determined by dividing 100,000 by the aggregate number of Wavefield Shares outstanding (exclusive of treasury shares) immediately prior to the Effective Time and (ii) a contingent right (collectively, the "Contingent Rights") to receive an additional number of Zydeco Shares determined by dividing 150,000 by the aggregate number of Wavefield Shares (exclusive of treasury shares) outstanding immediately prior to the Effective Time in the event the Patent Issuance Event occurs on or prior to June 30, 1999 (such Zydeco Shares that may be issued pursuant to the Contingent Rights are herein referred to as the "Contingent Shares"). The consideration to be received by the Wavefield shareholders in respect of each Wavefield Share pursuant to this Section 3.1 is hereinafter referred to as the "Merger Consideration." (b) Each share of capital stock of the Merger Subsidiary outstanding immediately prior to the Effective Time shall be converted into one share of Wavefield Common Stock at the Effective Time. (c) At the Effective Time, each Wavefield Share owned by Wavefield as treasury stock and any shares of Wavefield Common Stock owned by Zydeco, Merger Subsidiary or any other wholly owned Subsidiary of Zydeco or Wavefield shall be canceled and retired and shall cease to exist and no capital stock of Zydeco or other consideration shall be delivered in exchange therefor. (d) No fractional Zydeco Shares shall be issued in the Merger. All fractional Zydeco Shares (other than Contingent Shares) that a holder would otherwise be entitled to receive as a result of the Merger shall be aggregated and, if a fractional Zydeco Share results from such aggregation, cash in lieu thereof shall be paid in respect of such fractional Zydeco Share. If and when issued pursuant to the terms of the Contingent Rights, all fractional Contingent Shares that a holder may otherwise be entitled to receive as a result of the Merger and the Contingent Rights shall be aggregated and, if a fractional Contingent Share results from such aggregation, cash in lieu thereof shall be paid in respect of such fractional Contingent Share. In the case of a fractional Zydeco Share or a Contingent Share, such holder shall be entitled to receive, in lieu thereof, an amount in cash determined by multiplying the average of the closing trade price of a share of Zydeco Common Stock, as reported on the NASDAQ SmallCap Market for the last five trading days prior to the Effective Time, by the fraction of a Zydeco Share or Contingent Share, as the case may be, to which such holder would otherwise have been entitled pursuant to this Agreement. -7- 3.2 SURRENDER; PAYMENT AND ISSUANCE OF CERTIFICATES. (a) Each holder of Wavefield Shares that shall have been converted into a right to receive the Merger Consideration, upon surrender to Zydeco of a certificate or certificates formerly representing such Wavefield Shares, together with (if requested by Zydeco or its transfer agent ) a properly completed letter of transmittal covering such certificates, will receive the Merger Consideration payable in respect of such Wavefield Shares. Until so surrendered, each such certificate shall, after the Effective Time, represent for all purposes, only the right to receive such Merger Consideration. In no event will a holder of Wavefield Shares be entitled to interest on the Merger Consideration payable in respect of such Wavefield Shares. (b) If any portion of the Merger Consideration is to be paid to a Person other than the registered holder of the Wavefield Shares formerly represented by the certificate or certificates surrendered in exchange for the Merger Consideration, it shall be a condition to such payment that the certificate or certificates so surrendered shall be properly endorsed or otherwise be in proper form for transfer and that the Person requesting such payment shall pay to Zydeco any transfer or other taxes required as a result of such payment to a Person other than the registered holder of such Wavefield Shares or establish to the satisfaction of Zydeco that such tax has been paid or is not payable. (c) Upon proper surrender of certificates evidencing the Wavefield Shares in accordance with the other provisions of this Section 3.2, the Company shall cause its transfer agent to promptly issue stock certificates evidencing the Zydeco Shares (other than Contingent Shares) to be received as Merger Consideration. In the event the surrendering holder becomes entitled to receive the Contingent Shares, the Company shall cause its transfer agent to promptly issue stock certificates evidencing the Contingent Shares (other than Contingent Shares) to be received as Merger Consideration. All such stock certificates evidencing the Zydeco Shares or the Contingent Shares shall bear such restrictive legends as Zydeco believes are appropriate to indicate that the shares evidenced by such certificate have not been registered under the Securities Act or qualified under applicable state securities laws and may not be sold or otherwise transferred except pursuant to an effective registration statement under the Securities Act and qualification under applicable state securities laws or in reliance upon an exemption from such registration and qualification. Such legend may require an opinion of counsel reasonably acceptable to Zydeco in the event of any transfer in reliance upon such exemptions. Stockholders agree to be bound by the terms of such restrictive legend. The Contingent Rights shall not be evidenced by any certificate. (d) After the Effective Time, there shall be no further registration of transfers of Wavefield Shares. If, after the Effective Time, certificates formerly representing Wavefield Shares are presented to the Surviving Corporation, they shall be canceled and exchanged for the consideration provided for, and in accordance with the procedures set forth, in this Article III. (e) Any portion of the Merger Consideration made available by Zydeco pursuant to this Section 3.2 that remains unclaimed by the holders of Wavefield Shares shall be retained to Zydeco until such Person exchanges his or her certificate or certificates for the Merger Consideration in accordance -8- with this Article III. Notwithstanding the foregoing, Zydeco shall not be liable to any Person for any amount paid to a public official pursuant to applicable abandoned property laws. Any amounts remaining unclaimed under this Article III two years after the Effective Time (or such earlier date immediately prior to such time as such amounts would otherwise escheat to or become property of any governmental entity) shall, to the extent permitted by applicable law, become the property of Zydeco free and clear of any claims or interest of any Person previously entitled thereto. (f) No dividends or other distributions otherwise payable by Zydeco with respect to securities constituting part of the Merger Consideration shall be paid to any Wavefield Holder who has not surrendered his certificates formerly representing Wavefield Shares until such certificates are surrendered as provided in this Article III. Upon such surrender, there shall be paid, without interest, to the Person in whose name the certificates representing the securities of Zydeco into which such Wavefield Shares were converted are registered, all dividends and other distributions payable in respect of such securities on a date subsequent to, and in respect of a record date after, the Effective Time. 3.3. ADJUSTMENTS. If at any time during the period between the date of this Agreement and the Effective Time, the outstanding shares of capital stock of Zydeco shall have been changed into a different number of shares or a different class by reason of any stock dividend, subdivision, reclassification, recapitalization, split, combination or exchange of shares, the Merger Consideration shall be correspondingly adjusted to reflect such stock dividend, subdivision, reclassification, recapitalization, split, combination or exchange of shares. ARTICLE IV REPRESENTATIONS AND WARRANTIES OF WAVEFIELD Wavefield hereby represents and warrants to the Zydeco Parties as follows: 4.1 CORPORATE STATUS. Wavefield is a corporation duly organized, validly existing and in good standing under the laws of the State of Texas. Wavefield is qualified to do business as a foreign corporation in all jurisdictions where it is required to be so qualified, except where the failure to so qualify would not have a Material Adverse Effect. The Charter Documents and bylaws of Wavefield that have been delivered to Zydeco have been duly adopted and are current, correct and complete. 4.2 AUTHORIZATION. Wavefield has the requisite power and authority to execute and deliver the Transaction Documents to which it is or will be a party and to perform the Transactions to be performed by it. Such execution, delivery and performance by Wavefield has been duly authorized by all necessary corporate action, except for approval by the Wavefield stockholders in accordance with its Articles of Incorporation and the TBCA. The Transaction Documents executed on or before the date hereof constitute, and the Transaction Documents to be executed after the date hereof will constitute, valid and binding obligations of Wavefield, enforceable against it in accordance with their -9- terms, except as such enforcement may be limited by applicable bankruptcy, insolvency or similar laws affecting the enforcement of creditors' rights generally or the availability of equitable remedies. 4.3 CONSENTS AND APPROVALS. Neither the execution and delivery by Wavefield of the Transaction Documents to which it is or will be a party, nor the performance of the Transactions to be performed by Wavefield, will require any filing, consent or approval or constitute a Default under (a) any Regulation or Court Order to which Wavefield is subject, (b) the Charter Documents or bylaws of Wavefield or (c) any contract, Government Permit or other document to which Wavefield is a party or by which the properties or other assets of Wavefield may be subject, except for the filing of the Articles of Merger in accordance with the TBCA. 4.4 CAPITALIZATION AND STOCK OWNERSHIP. As of the date hereof, the authorized capital stock of Wavefield consists of 1,000 shares of common stock, par value $ .01 per share. As of the date of this Agreement, 800 shares of Wavefield Common Stock were outstanding and owned beneficially and of record by each of the Stockholders as set forth in Exhibit B hereto free and clear of all liens claims and encumbrances. All the outstanding shares of capital stock of Wavefield are validly issued, fully paid and nonassessable and not issued subject to any preemptive rights. As of the date of this Agreement, except for this Agreement, there are no options, warrants, calls, rights, or agreements to which Wavefield is a party or by which it is bound obligating Wavefield to issue, deliver or sell, or cause to be issued, delivered or sold, additional shares of capital stock of Wavefield or obligating Wavefield to grant, extend or enter into any such option, warrant, call, right or agreement. After the Effective Time, there will be no option, warrant, call, right or agreement obligating Wavefield to issue, deliver or sell, or cause to be issued, delivered or sold, any shares of capital stock of Wavefield, or obligating Wavefield to grant, extend or enter into any such option, warrant, call, right or agreement. Wavefield is not a party to any voting trust or shareholder agreement with respect to its shares of capital stock, nor, as of the date of this Agreement, are there any voting agreements or voting trusts known to Wavefield to which any of the Wavefield Shares are subject. Wavefield does not own, beneficially or of record, any shares of capital stock of a corporation or any other equity interest in a partnership, trust or other business entity. 4.5 FINANCIAL STATEMENTS. The unaudited financial statements of Wavefield as of and for the respective periods ended December 31, 1996 (the "Wavefield Year- End Financials") and Wavefield's unaudited financial statements consisting of a balance sheet of Wavefield as of the end of the five-month period ended May 31, 1997 and the related statement of income for the period then ended (the "Wavefield Interim Financials") have been delivered to Zydeco. All such Wavefield Year-End Financials and Wavefield Interim Financials are referred to herein collectively as the "Wavefield Financial Statements." Although not in accordance with GAAP, the Wavefield Financial Statements fairly present, in all material respects, the financial position and Assets and Liabilities of Wavefield as of the dates thereof and Wavefield's results of operations for the periods then ended. The balance sheet as of May 31, 1997 included as a part of the Wavefield Interim Financials is referred to herein as the "Wavefield Balance Sheet," and the date thereof is referred to herein as the "Wavefield Balance Sheet Date." Wavefield is not a successor to any entity which engaged in any operations prior to the date of incorporation of Wavefield. -10- 4.6 LIABILITIES. Wavefield has no Liabilities, and none of the Assets of Wavefield is subject to any Liabilities, except (a) those Liabilities listed on Schedule 4.6; or (b) Liabilities incurred since the Wavefield Balance Sheet Date that are approved in writing by Zydeco. 4.7 TAXES. Wavefield has duly filed all foreign, federal, state, local and other tax returns that are required to be filed and that were due as of the date hereof, and has paid or established adequate reserves for all material taxes (including penalties and interest) that have become due pursuant to such returns or pursuant to any assessment received. All taxes and other assessments and levies that Wavefield has been required by law to withhold or to collect have been duly withheld and collected and have been paid over to the proper governmental authorities or are properly held by Wavefield for such payment. There are no proceedings or other actions pending, and to the knowledge of Wavefield no proceedings or other actions are threatened, for the assessment and collection of additional taxes of any kind for any period for which returns have or should have been filed. 4.8 LEGAL PROCEEDINGS. As of the date of this Agreement, there is no (i) Litigation that is pending or, to Wavefield's knowledge, threatened, against or related to Wavefield or (ii) Court Order issued and effective and known to Wavefield that is specifically applicable to Wavefield or any of its properties, including without limitation the Wavefield Imaging Technology. As of the Effective Time, there will be no (x) Litigation that is pending or, to Wavefield's knowledge at such time, threatened, against or related to Wavefield or (y) Court Order issued and effective and known to Wavefield that is specifically applicable to Wavefield or any of its properties, including without limitation the Wavefield Imaging Technology. 4.9 CONTRACTS. Schedule 4.9 lists all contracts, licenses, leases and other agreements to which Wavefield is a party or to which its Assets are subject, including without limitation the Wavefield Imaging Technology. Wavefield has furnished true and accurate copies of each of the documents listed in Schedule 4.9. All of such agreements are in effect and enforceable in accordance with their terms, and no party to any such agreement is in Default thereunder. Except as provided in Schedule 4.9 or as provided or contemplated under this Agreement, Wavefield is not a party to any written or oral (i) contract with, or obligation to, any officer, director or key employee of Wavefield or any Affiliate of the foregoing (a) for any term of employment or guaranteed compensation of such person by Wavefield, (b) for the provision of any services or the reimbursement of any material expense or cost by Wavefield or (c) the benefits of which are contingent, or the terms of which are materially altered, upon the occurrence of a transaction involving Wavefield of the nature contemplated in this Agreement, or (ii) agreement or plan, the benefits of which will be increased, or the vesting of benefits of which will be accelerated, by the occurrence of the transactions contemplated in this Agreement or the value of which benefits will be calculated on the basis of the transactions contemplated by this Agreement. 4.10 GOVERNMENTAL PERMITS. Wavefield has obtained all governmental permits, licenses, registrations, certificates of occupancy, approvals and other authorizations that are required for the complete operation of the Business of Wavefield as currently operated except such items as to which -11- the failure to obtain or to comply, in the aggregate, would not have a Material Adverse Effect (the "Government Permits"). 4.11 ERISA. No benefit Plans are sponsored or maintained by Wavefield or under which Wavefield may be obligated. Wavefield has no Benefit Plan that is intended to be qualified under Section 401(a) of the Code and exempt from tax under Section 501(a) of the Code. Wavefield does not have a defined benefit plan subject to Title IV of ERISA and does not have a current or contingent obligation to contribute to any multiemployer plan (as defined in Section 3(37) of ERISA). Wavefield has no liability with respect to any employee benefit plan (as defined in Section 3(3) of ERISA). There are no pending or, to Wavefield's knowledge, threatened claims by or on behalf of any Benefit Plans, or by or on behalf of any individual participants or beneficiaries of any Benefit Plans, alleging any breach of fiduciary duty on the part of Wavefield or any of its officers, directors or employees under ERISA or any other applicable regulations, or claiming benefit payments other than those made in the ordinary operation of such plans, nor is there, to Wavefield's knowledge, any basis for such claim. All Benefit Plans conform (and at all times have conformed) in all material respects to, and are being administered and operated (and have at all time been administered and operated) in material compliance with, the requirements of ERISA, the Code and all other applicable Regulations. All returns, reports and disclosure statements required to be made under ERISA and the Code with respect to all Benefit Plans have been timely filed or delivered. There have not been any "prohibited transactions," as such term is defined in Section 4975 of the Code or Section 406 of ERISA involving any of the Benefit Plans, that could subject Wavefield to any material penalty or tax imposed under the Code or ERISA. 4.12 INSURANCE. Schedule 4.12 contains a list of all material insurance policies currently in effect related to Wavefield. 4.13 TITLE TO ASSETS. All of Wavefield's Assets are listed on Schedule 4.13. Wavefield owns all of its Assets free and clear of all mortgages, liens, loans and encumbrances, except for the encumbrances and liens listed on Schedule 4.6. With respect to the Assets it leases, as indicated on Schedule 4.13, Wavefield is in compliance with such leases and, to the best of its knowledge, holds a valid leasehold interest free of any liens, claims or encumbrances. 4.14 NO ENVIRONMENTAL CONDITIONS. There has not occurred any Environmental Condition (defined below), at any property owned, leased or operated at any time by Wavefield, any Person controlled by Wavefield or any predecessor thereof during the time of Wavefield's or any such person's possession or occupation thereof; provided that the foregoing representation shall in no event apply to non-operated oil and gas interests owned or leased by Wavefield. To Wavefield's knowledge, there has not occurred any Environmental Condition (i) on any oil and gas leasehold in which Wavefield owns an interest or at any premises at which the Business of Wavefield has been conducted or (ii) at any property at which wastes have been deposited or disposed by or at the behest or direction of Wavefield, any Person controlled by Wavefield or any predecessor thereof. -12- Wavefield has not received written notice of any Environmental Conditions that, in the aggregate, would have a Material Adverse Effect. "Environmental Condition" means any condition or circumstance, including the presence of Hazardous Substances, whether created by any third party or otherwise, at or relating to any such property or premises that would (i) require abatement or correction under an Environmental Law (defined below); (ii) give rise to any civil or criminal liability, penalty or fine under an Environmental Law; or (iii) create a public or private nuisance. "Environmental Law" means all Regulations and Court Orders relating to pollution or protection of the environment as well as any principles of common law under which a party may be held liable for the release or discharge of any materials into the environment. 4.15 PATENTS AND TRADEMARKS. All patents, trademarks, service marks, trade names, copyrights, applications or registrations for any of the foregoing, trade secrets, information, proprietary rights and processes, including without limitation the Wavefield Imaging Technology, (collectively, "Intellectual Property") owned by Wavefield are listed on Schedule 4.13. Wavefield does not use or require any intellectual property rights, other than the Intellectual Property, to use and/or license the Wavefield Imaging Technology throughout the world or to otherwise operate its business. The use of the Intellectual Property does not infringe on, or constitute a misappropriation of, the rights of others. The Wavefield Patent Application is the only patent application Wavefield or Norman S. Neidell ("Neidell") has filed with respect to the Intellectual Property. Wavefield has not filed any trademark registrations or copyright registrations. Except as disclosed in Schedule 4.9, there are no outstanding licenses, options or agreements of any kind relating to the Intellectual Property, including without limitation the Wavefield Imaging Technology, nor is the Company bound by or a party to any options, licenses or agreements of any kind with respect to any intellectual property of any other Person. Wavefield has not received any notice of any claim of infringement or any other claim or proceeding, with respect to any such Intellectual Property owned or claimed by another Person. To Wavefield's knowledge, no employee or consultant of Wavefield or other third Person has used, in the course of his work for Wavefield, any information that is confidential or owned by any other Person 4.16 ABSENCE OF CERTAIN CHANGES. Since the Wavefield Balance Sheet Date, Wavefield has conducted its Business in the ordinary course and there has not been: (a) any material adverse change in its Business or Liabilities; (b) any distribution or payment declared or made in respect of its capital stock by way of dividends, purchase or redemption of shares or otherwise, other than distributions of available cash; (c) any increase in the compensation payable or to become payable to any director, officer, employee or agent, except for merit and seniority increases for employees made in the ordinary course of business, nor any other change that is material to any employment or consulting agreement; -13- (d) any sale, assignment or transfer of Assets, or any additions to or transactions involving any Assets, other than those made in the ordinary course of business and other than distributions of available cash; (e) other than in the ordinary course of business, any waiver or release of any claim or right or cancellation of any debt held; or (f) any contract, license, lease or other agreement made by Wavefield in respect of the Wavefield Imaging Technology; or (g) any payments to any Affiliate of Wavefield, other than distributions of available cash. 4.17 FINDER'S FEES. No Person has been retained by Wavefield who is or will be entitled to any commission or finder's or similar fee in connection with the Transactions. 4.18 ACCURACY OF INFORMATION. Wavefield has delivered to Zydeco the Schedules referred to in this Article IV and has delivered true and accurate copies of the Charter Documents and all other documents of Wavefield identified in such Schedules. No representation or warranty by Wavefield herein or in any Transaction Document, and no information contained therein, contains any untrue statement of a material fact or omit to state any material fact necessary in order to make the statements contained herein or therein not misleading. ARTICLE V REPRESENTATIONS AND WARRANTIES OF THE ZYDECO PARTIES Zydeco and the Merger Subsidiary jointly and severally hereby represent and warrant to Wavefield as follows: 5.1 CORPORATE STATUS. Each Zydeco Party is a corporation duly organized, validly existing and in good standing under the laws of the state which it was incorporated. Each of the Zydeco Parties is qualified to do business as a foreign corporation in each jurisdiction where it is required to be qualified, except where the failure to so qualify would not have a Material Adverse Effect. 5.2 AUTHORIZATION. Each Zydeco Party has the requisite power and authority to execute and deliver the Transaction Documents to which it is or will be a party and to perform the Transactions to be performed by it. Such execution, delivery and performance by each Zydeco Party has been duly authorized by all necessary corporate action. The Transaction Documents executed on or before the date hereof constitute, and the Transaction Documents to be executed after the date hereof will constitute, valid and binding obligations of each Zydeco Party that is or will be a party thereof, enforceable against each such party in accordance with their terms, except as such enforcement may be limited by applicable bankruptcy, insolvency or similar laws affecting the enforcement of creditors' rights generally or the availability of equitable remedies. It is not necessary under DGCL -14- to obtain stockholder approval in connection with the Merger and the transactions contemplated under this Agreement. 5.3 CONSENTS AND APPROVALS. Neither the execution and delivery by either Zydeco Party of the Transaction Documents to which it is or will be a party, nor the performance of the Transactions to be performed by either Zydeco Party, will require any filing, consent or approval or constitute a Default under (a) any Regulation or Court Order to which either Zydeco Party is subject, (b) the Charter Documents or bylaws of either Zydeco Party or (c) any contract, Government Permit or other document to which either Zydeco Party is a party or by which the properties or other assets of either Zydeco Party may be subject, except for (i) the filing of the Articles of Merger in accordance with the TBCA, (ii) compliance with any applicable requirements of the Securities Act, (iii) compliance with any applicable requirements of the Securities Exchange Act of 1934, as amended, and the Regulations promulgated thereunder (the "Exchange Act"), (iv) approval by Zydeco, as the sole stockholder of the Merger Subsidiary, in accordance with the DGCL and (v) those cases where the aggregate effect of any such Defaults would not have a Material Adverse Effect. 5.4 CAPITALIZATION. (a) The authorized capital stock of Zydeco consists of 50,000,000 shares of Zydeco Common Stock and 1,000,000 shares of preferred stock, par value $.001 per share. As of the date of this Agreement, (i) 6,607,098 shares of Zydeco Common Stock were outstanding, (ii) no shares of preferred stock of Zydeco were outstanding, (iii) 3,577,668 shares of Zydeco Common Stock were reserved for issuance upon the exercise of outstanding Zydeco Warrants, (iv) 450,000 shares of Zydeco Common Stock were reserved for issuance in the event of the exercise of 150,000 Unit Purchase Options, each Unit consisting of one share of Zydeco Common Stock and two Warrants each for one share of Zydeco Common Stock, (iv) 1,658,131 shares of Zydeco Common Stock were reserved for issuance upon the exercise of stock options ("Plan Options") granted and outstanding under Zydeco's 1996 Incentive Equity Plan, as amended, its 1996 Non-employee Directors Stock Option Plan or pursuant to certain options assumed by Zydeco under the Zydeco Exploration Inc. 1995 Employee Stock Option Plan (collectively, the "Plans") and (v) 781,255 shares of Zydeco Preferred Stock were held by Zydeco in its treasury or by a wholly owned Subsidiary. Merger Subsidiary is the sole Subsidiary of Zydeco. The authorized capital stock of Merger Subsidiary consists of 100 shares of common stock, par value $.01 per share, of which 100 shares are issued and outstanding, validly issued, fully paid and nonassessable and not issued subject to any preemptive rights, and owned beneficially and of record by Zydeco, free and clear of all Encumbrances. Except for this Agreement, the Unit Purchase Options, the Zydeco Warrants, awards or grants made pursuant to the Plans, including without limitation the Plan Options, and except pursuant to the transactions contemplated in the Registration Statement, there are no options, warrants, calls, rights, or agreements to which Zydeco or any Subsidiary of Zydeco is a party or by which it is bound obligating Zydeco or any Subsidiary of Zydeco to issue, deliver or sell, or cause to be issued, delivered or sold, additional shares of capital stock of Zydeco or of any Subsidiary of Zydeco or obligating Zydeco or any Subsidiary of Zydeco to grant, extend or enter into any such option, warrant, call, right or agreement, except pursuant to the transactions contemplated -15- in the Registration Statement. Except for this Agreement and awards or grants made pursuant to the Plans, including without limitation the Plan Options and except pursuant to the transactions contemplated in the Registration Statement, after the Effective Time, there will be no option, warrant, call, right or agreement obligating Zydeco or any Subsidiary of Zydeco to issue, deliver or sell, or cause to be issued, delivered or sold, any shares of capital stock of Zydeco or any Subsidiary of Zydeco, or obligating Zydeco or any Subsidiary of Zydeco to grant, extend or enter into any such option, warrant, call, right or agreement. (b) All of the Zydeco Shares to be issued as Merger Consideration will, upon issuance in accordance with the terms thereof and the terms of this Agreement, constitute validly authorized and issued, fully paid and non- assessable shares of Zydeco Common Stock. 5.5 FINANCIAL STATEMENTS. The audited financial statements of Zydeco and the unaudited interim financial statements of Zydeco included in the Registration Statement fairly present in conformity with GAAP applied on a consistent basis the financial position and Assets and Liabilities of Zydeco as of the dates thereof and Zydeco's statements of operations and cash flows for the periods then ended (subject, in the case of unaudited interim financial statements, to normal, recurring year-end adjustments). The balance sheet of Zydeco as of March 31, 1997 that is included in such financial statements is referred to herein as the "Zydeco Balance Sheet," and the date thereof is referred to herein as the "Zydeco Balance Sheet Date." 5.6 SECURITIES FILINGS. (a) Each of (i) Zydeco's Annual Report on Form 10-K for the fiscal year ended December 31, 1996 (the "Annual Report"), (ii) Zydeco's Quarterly Report on Form 10-Q for the quarter ended March 31, 1997, (iii) the Registration Statement and (iv) all other reports filed by Zydeco under the Exchange Act (all of the foregoing materials, together with any amendments thereto and documents incorporated by reference therein are referred to herein as the "SEC Filings") have been filed with the Commission and true and correct copies of which have been delivered to Wavefield. (b) As of its filing date, or if applicable, its effective date, each SEC Filing complied in all material respects with the requirements of the Regulations applicable to such SEC Filing, including the Securities Act and the Exchange Act. (c) As of its filing date or, if applicable, its effective date, each SEC Filing filed pursuant to the Securities Act or the Exchange Act did not contain any untrue statement of a material fact or omit to state any material fact necessary in order to make the statements made therein, in the light of the circumstances under which they were made, not misleading. Zydeco has filed all reports under the Exchange Act that were required to be filed as of the date hereof and will have filed all such reports required to have been filed through the Effective Time. (d) Zydeco has filed, or caused to be filed, all filings with governmental authorities required under the Securities Act or applicable state securities or "blue sky" laws in order to perfect registration or qualification, or an exemption from such registration or qualification, for the offer and sale of all securities of Zydeco, except where the omission of such filing will not (i) affect the availability of an applicable exemption from registration or qualification, (ii) materially and -16- adversely impact the marketability of the outstanding Zydeco Common Stock or (iii) otherwise have a Material Adverse Effect. 5.7 TITLE TO ASSETS AND RELATED MATTERS. Each Zydeco Party has good and marketable title to all of its assets, free from any Encumbrances, except for such Encumbrances as disclosed in the financial statements included in the SEC Filings or that, in the aggregate, are not material to the Zydeco Parties taken as a whole. The use of each Zydeco Party's assets is not subject to any Encumbrances (other than those specified in the preceding sentence). 5.8 LIABILITIES. Except as specified in Schedule 5.8, none of the Zydeco Parties has any Liabilities, and none of the assets of either Zydeco Party is subject to any Liabilities, except (a) to the extent specifically disclosed or provided for in the Zydeco Balance Sheet; (b) Liabilities incurred since the Zydeco Balance Sheet Date; (c) Liabilities under any contracts, copies of which were delivered to Wavefield, that were not required under GAAP to have been specifically disclosed or reserved for on the Zydeco Balance Sheet; (d) Liabilities under or contemplated by this Agreement; and (e) Liabilities incurred since the Zydeco Balance Sheet Date that are approved in writing by Wavefield. 5.9 TAXES. Except as set forth in Schedule 5.1, each Zydeco Party has duly filed all foreign, federal, state, local and other tax returns that are required to be filed and that were due as of the date hereof, and has paid all material taxes and assessments that have become due pursuant to such returns or pursuant to any assessment received. All taxes and other assessments and levies that either Zydeco Party has been required by law to withhold or to collect have been duly withheld and collected and have been paid over to the proper governmental authorities or are property held by such Zydeco Party for such payment. There are no proceedings or other actions pending, and to the knowledge of either Zydeco Party no proceedings or other actions are threatened, for the assessment and collection of additional taxes of any kind or any period for which returns have or should have been filed. 5.10 LEGAL PROCEEDINGS AND BUSINESS ACTIVITIES. (a) Except as set forth on Schedule 5.10, there is no Litigation that is pending or, to either Zydeco Party's knowledge, threatened against or related to either Zydeco Party. There has been no Default with respect to any Court Order applicable to either Zydeco Party. (b) At all times since its incorporation, Zydeco has engaged in business activities in accordance with the description set forth in the Zydeco Prospectus and to its knowledge, there has not occurred any event which could give rise to a claim by a Zydeco stockholder for fraud or material misrepresentation as to its business activities or the description of such business activities in its Prospectus. Since its incorporation, the Merger Subsidiary has not engaged in any substantial business activities. 5.11 ABSENCE OF CERTAIN CHANGES. Since the Zydeco Balance Sheet Date and the date of organization of Merger Subsidiary, there has not been with respect to Zydeco or Merger Subsidiary, respectively: -17- (a) except as described on Schedule 5.8 , any material adverse change in its Liabilities; (b) any distribution or payment declared or made in respect of its capital stock by way of dividends, purchase or redemption of shares or otherwise, other than distributions of available cash either to Stockholders or to employees as bonuses on or prior to the Effective Time; (c) any increase in the compensation payable or to become payable to any director, officer, employee or agent, except for merit and seniority increases for employees made in the ordinary course of business, nor any other change in any employment or consulting arrangement that is material; (d) any sale, assignment or transfer of its assets, or any additions to or transactions involving any of its assets, other than (i) the transfer to Fortune Petroleum Corporation of approximately $2,151,000 of exploration funds pursuant to an Exploration Agreement with Fortune Petroleum Corporation, (ii) those made in the ordinary course of business and (iii) distributions of available cash either to Stockholders or to employees as bonuses on or prior to the Effective Time; (e) other than in the ordinary course of business, any waiver or release of any claim or right or cancellation of any debt held; or (f) any payments to any Affiliate of either Zydeco Party except as specified in Schedule 5.11 other than distributions of available cash either to Stockholders or to employees as bonuses on or prior to the Effective Time. 5.12 FINDER'S FEES. No Person has been retained by either Zydeco Party who is or will be entitled to any commission or finder's or similar fee from either Zydeco Party in connection with the Transactions. 5.13 ACCURACY OF INFORMATION. On or prior to the date of this Agreement, Zydeco has delivered to Wavefield and each of the Stockholders a private placement memorandum of Zydeco (the "Private Placement Memorandum") together with (i) the Schedules referred to in this Article V, (ii) true and correct copies of the Charter Documents and other organizational documents of Zydeco and (iii) the SEC Filings. No representation or warranty by either Zydeco Party herein or in any Transaction Document, and no information contained in the Private Placement Memorandum contains any untrue statement of a material fact or omits to state any material fact necessary in order to make the statements contained herein or therein not misleading. ARTICLE VI COVENANTS OF WAVEFIELD AND STOCKHOLDERS 6.1 OPERATION OF THE BUSINESS. From the date hereof to the earlier of the Effective Time or the termination of this Agreement, Wavefield shall conduct its Business solely in the ordinary course, -18- and shall refrain from the following actions in furtherance of and in addition to such restriction (except as contemplated by this Agreement or as approved by Zydeco in writing): amending its Charter Documents or bylaws; merging or consolidating with, or acquiring all or substantially all of, or otherwise acquiring any business operations of, any Person; selling or otherwise disposing of any Assets other than in the ordinary course; or issuing any securities other than in connection with the exercise of any options, warrants or other rights that are outstanding on the date hereof; entering into any contract, license, lease or other agreements in respect of the Wavefield Imaging Technology (or entering into negotiations for any of the foregoing); provided, however, that the foregoing shall not restrict Wavefield's ability to perform any contract or incur any liability that is described in any Schedule delivered pursuant to Article IV hereof. 6.2 STOCKHOLDER CONSENTS. Each of the Stockholders agrees to deliver a written consent in favor of the Merger on or prior to the Effective Time for the purpose of voting on the adoption of this Agreement and the Merger as required by the TBCA. The directors of Wavefield shall recommend such adoption of this Agreement and the Merger by Wavefield's stockholders. In connection with such meeting, Wavefield will (a) use all reasonable efforts to obtain the necessary approvals by its shareholders of this Agreement and the Transactions; and (b) otherwise comply with all legal requirements applicable to such meeting. 6.3 ACCESS. Wavefield shall give Zydeco and its accountants, counsel and other representatives full access, without unreasonably interfering with business operations, to all properties, books, contracts and records of Wavefield and shall furnish to Zydeco all such documents, records and information as Zydeco shall from time to time reasonably request. 6.4 MAINTENANCE OF THE ASSETS. Wavefield shall continue to maintain and service the Assets consistent with past practice. Wavefield shall not, directly or indirectly, sell or encumber all or any material part of the Assets, other than sales in the ordinary course of business, or initiate or participate in any discussions or negotiations or enter into any agreement to do any of the foregoing. 6.5 EMPLOYEES AND BUSINESS RELATIONS. Wavefield shall use commercially reasonable efforts to keep available the services of its current employees and agents and to maintain its relations and goodwill with its customers and licensees and any others having business relations with it. 6.6 CONFIDENTIALITY. Prior to the Effective Time and for three years from any termination of this Agreement, Wavefield will hold, and will use commercially reasonable efforts to cause its officers, directors, employees, accountants, counsel, consultants, advisors and agents to hold, in confidence, unless compelled to disclose by judicial or administrative process or by other requirements of law, all confidential documents and information concerning either Zydeco Party furnished to Wavefield in connection with the Transactions, except to the extent that such information can be shown to have been (a) previously known by Wavefield and not acquired, directly or indirectly, from either Zydeco Party; (b) at the time of disclosure, in the public domain or after disclosure, part of the public domain through no fault of Wavefield; (c) later acquired by Wavefield from sources other than Zydeco so long as, to the knowledge of Wavefield, such sources are not subject to a contractual or fiduciary -19- duty of confidentiality with respect to such information; or (d) developed by or for Wavefield independent of the confidential information in question; provided, that Wavefield may disclose such information to its officers, directors, employees, accountants, counsel, consultants, advisors and agents in connection with the Transactions so long as such Persons are informed by Wavefield of the confidential nature of such information and are directed by Wavefield to treat such information confidentially. The obligation of Wavefield to hold any such information in confidence shall be satisfied if it exercises the same care with respect to such information as it would take to preserve the confidentiality of its own similar information. If this Agreement is terminated, Wavefield will, and will use commercially reasonable efforts to cause its officers, directors, employees, accountants, counsel, consultants, advisors and agents to, destroy or deliver to Zydeco all documents and other materials, and all copies thereof, obtained by Wavefield or on its behalf from either Zydeco Party in connection with this Agreement that are subject to such confidence. 6.7 EXPENSES. Wavefield and Stockholders agree to pay all of the legal, accounting and other expenses incurred by Wavefield in connection with the Transactions. In the event the Merger is consummated, Stockholders agree to pay, and indemnify Wavefield against, and Wavefield shall have no liability for (a) the fees and expenses of Baker & Hostetler and any other law firm engaged by Wavefield in connection with the Transaction, (b) all incentive bonuses and other amounts payable to employees of Wavefield as a result of the consummation of the Transaction, if any and (c) the fees and expenses of any financial advisor or consultant engaged by Wavefield in connection with the Transactions; provided that Wavefield may pay such liabilities out of its available cash prior to the Effective Time. 6.8 FULFILLMENT OF CONDITIONS. From the date hereof to the Closing, Wavefield shall use commercially reasonable efforts to fulfill the conditions specified in Article IX to the extent that the fulfillment of such conditions is within its control. The foregoing obligation includes the (a) execution and delivery of the Transaction Documents; (b) completion of all corporate authorizations to enable Wavefield to effect the Merger; and (c) taking or refraining from such actions as may be necessary to fulfill such conditions (including conducting the Business in such manner that on the Closing Date the representation and warranties of Wavefield contained herein shall be accurate as though then made, except as contemplated by the terms hereof). 6.9 DISCLOSURE OF CERTAIN MATTERS. During the period from the date hereof through the Effective Time, Wavefield shall give Zydeco prompt written notice of any event or development that occurs that (a) had it existed or been known on the date hereof would have been required to be disclosed under this Agreement; (b) would cause any of the representations and warranties of Wavefield contained herein to be inaccurate or otherwise misleading; (c) give Wavefield any reason to believe that any of the conditions set forth in Article IX will not be satisfied prior to the Termination Date; or (d) is of a nature that is or may be materially adverse to the operations, prospects or condition (financial or otherwise) of Wavefield. 6.10 NO OTHER NEGOTIATIONS. Until the earlier of the Closing or the termination of this Agreement, neither Wavefield nor any of the Stockholders shall (a) solicit or encourage, directly or -20- indirectly, any inquiries, discussions or proposals for, (b) continue, propose or enter into any negotiations or discussions looking toward, or (c) enter into any agreement or understanding providing for, any acquisition of any capital stock of Wavefield or of the Wavefield Imaging Technology other than as contemplated or authorized hereby, nor shall Wavefield provide any information to any Person for the purposes of evaluating or determining whether to make or pursue any such inquiries or proposals with respect to any such acquisition. Wavefield shall immediately notify Zydeco of any such inquiries or proposals or requests for information for such purpose. Wavefield shall use commercially reasonably efforts to cause the directors, officers, employees, agents and other representatives of Wavefield to comply, with the provisions of this Section 6.10. ARTICLE VII COVENANTS OF THE ZYDECO PARTIES 7.1 OPERATION OF THE BUSINESS. From the date hereof to the Effective Time, Zydeco shall conduct its business solely in the ordinary course, and shall refrain and cause the Merger Subsidiary to refrain from the following actions in furtherance of and in addition to such restriction (except as contemplated by this Agreement or as approved by Wavefield in writing): amending its Charter Documents or bylaws; merging or consolidating with, or acquiring all or substantially all of, or otherwise acquiring any business operations of, any Person; or issuing any securities other than in connection with the exercise of any options, warrants or other rights that are outstanding on the date hereof and other than grants of stock options in accordance with the Plans; provided, however, that the foregoing shall not limit the incurrence by Zydeco of any liability incurred in furtherance of any of the transactions contemplated by this Agreement or restrict Zydeco's ability to perform any contract or incur any Liability. 7.2 ACCESS. From the date hereof to the Effective Date, Zydeco shall give Wavefield and its counsel and other representatives full access, without unreasonably interfering with business operations, to all properties, books, Contracts and records of the Zydeco Group and shall furnish to Wavefield all such documents, records and information as Wavefield shall from time to time reasonably request. 7.3 MAINTENANCE OF THE ASSETS. From the date hereof to the Effective Date, Zydeco shall, and shall cause the Merger Subsidiary to, continue to maintain and service its assets consistent with past practice. Zydeco shall not, and shall cause the Merger Subsidiary not to, directly or indirectly, sell or encumber all or any material part of its assets or initiate or participate in any discussion or negotiations or enter into any agreement to do any of the foregoing. 7.4 CONFIDENTIALITY. Prior to the Effective Time and for three years from any termination of this Agreement, Zydeco will hold, and will use commercially reasonable efforts to cause the Merger Subsidiary and the officers, directors, employees, accountants, counsel, consultants, advisors and agents of each Zydeco Party to hold, in confidence, unless compelled to disclose by judicial or administrative process or by other requirements of law, all confidential documents and information -21- concerning Wavefield furnished to either Zydeco Party in connection with the Transactions except for information (a) previously known by either Zydeco Party and not acquired, directly or indirectly from Wavefield; (b) at the time of disclosure in the public domain or after disclosure, part of the public domain through no fault of either Zydeco Party; (c) later acquired by either Zydeco Party from sources other than Wavefield so long as, to the knowledge of either Zydeco Party, such sources are not subject to a contractual or fiduciary duty of confidentiality with respect to such information; or (d) developed by or for either Zydeco Party independent of the confidential information in question; provided, that either Zydeco Party may disclose such information to its officers, directors, employees, accountants, counsel, consultants, advisors and agents in connection with the Transactions so long as such Persons are informed by a Zydeco Party of the confidential nature of such information and are directed by a Zydeco Party to treat such information confidentially. The obligation of either Zydeco Party to hold any such information in confidence shall be satisfied if it exercises the same care with respect to such information as it would take to preserve the confidentiality of its own similar information. If this Agreement is terminated, Zydeco will, and will use commercially reasonable efforts to cause each other Zydeco Party and the officers, directors, employees, accountants, counsel, consultants, advisors and agents of each Zydeco Party to, destroy or deliver to Wavefield all documents and other materials, and all copies thereof, obtained by either Zydeco Party or on its behalf from Wavefield in connection with this Agreement that are subject to such confidence. 7.5 RESERVATION OF ZYDECO STOCK. Zydeco shall reserve for issuance out of its authorized but unissued capital stock, a sufficient number of shares of Zydeco Common Stock to be issued (i) upon consummation of the Merger and (ii) thereafter upon the issuance of any Contingent Shares.. 7.6 FULFILLMENT OF CONDITIONS. From the date hereof to the Closing, each Zydeco Party shall use commercially reasonable efforts to fulfill the conditions specified in Article IX to the extent that the fulfillment of such conditions is within its control. The foregoing obligation includes the (a) execution and delivery of the Transaction Documents; (b) completion of all corporate authorizations to enable Wavefield to effect the Merger; and (c) taking or refraining from such actions as may be necessary to fulfill such conditions (including conducting the Business of each Zydeco Party in such manner that on the Closing Date the representations and warranties of the Zydeco Parties herein shall be accurate as though then made, except as contemplated by the terms hereof). 7.8 DISCLOSURE OF CERTAIN MATTERS. During the period from the date hereof through the Effective Time, Zydeco shall give Wavefield prompt written notice of any event or development that occurs that (a) had it existed or been known on the date hereof would have been required to be disclosed under this Agreement; (b) would cause any of the representations and warranties of either Zydeco Party contained herein to be inaccurate or otherwise misleading; (c) gives Zydeco any reason to believe that any of the conditions set forth in Article IX will not be satisfied prior to the Termination Date; (d) is of a nature that is or may be materially adverse to the operations, prospects or condition (financial or otherwise) of the Zydeco Parties; or (e) would require any amendment or supplement to the Proxy Statement. -22- ARTICLE VIII ADDITIONAL AGREEMENTS OF THE ZYDECO PARTIES AND WAVEFIELD 8.1 COMMERCIALLY REASONABLE EFFORTS. Subject to the terms and conditions of this Agreement, each party shall use commercially reasonably efforts to take, or cause to be taken, all actions and to do, or cause to be done, all things necessary, proper or advisable under applicable Regulations to consummate the Transactions, including the execution and delivery of any additional instruments necessary to consummate the Transactions. 8.2 DEVELOPMENT OF NONSEISMIC APPLICATIONS OF WAVEFIELD IMAGING TECHNOLOGY. Zydeco shall offer, or shall cause Wavefield to offer, to enter into a joint venture with Neidell for the development and commercialization of nonseismic applications of the Wavefield Imaging Technology. Upon such offer Zydeco, or Wavefield, and Neidell shall negotiate diligently and in good faith to agree upon the formation and operation of the joint venture. The joint venture shall be owned by Neidell and Zydeco in proportion to their contributions to the joint venture, which the parties intend should be structured as nearly as possible to provide for equal ownership between Wavefield and Zydeco on the one hand, and Neidell on the other. If Zydeco and Wavefield fail to make such an offer, Neidell may require, by written notice, that they enter into negotiations to form the joint venture. If Zydeco and Wavefield do not desire to engage in such a joint venture, they shall give notice of such desire to Neidell and offer to grant Neidell a nonexclusive, worldwide, royalty free license for nonseismic applications of the Wavefield Imaging Technology. If, however, Neidell, upon receiving an offer to negotiate a joint venture, does not desire to enter into a joint venture, and rejects such offer, his rights to such application under this Section 8.2 shall terminate. This Section 8.2 shall survive the Closing. 8.3 COMMERCIALLY REASONABLE EFFORTS. Subject to the terms and conditions of this Agreement, each party shall use commercially reasonable efforts to take, or cause to be taken, all actions and to do, or cause to be done, all things necessary, proper or advisable to cause the Patent Issuance Event to occur. ARTICLE IX CONDITIONS PRECEDENT TO THE MERGER 9.1 CONDITIONS TO EACH PARTY'S OBLIGATIONS. The respective obligations of each party to consummate the Merger and the other Transactions shall be subject to the fulfillment at or prior to the Effective Time of the following conditions: (a) the negotiation of a mutually satisfactory employment or consulting arrangement or agreement shall have been completed by Zydeco and Dr. Norman S. Neidell. 9.2 CONDITIONS TO OBLIGATIONS OF THE ZYDECO PARTIES. The obligations of the Zydeco Parties to consummate the Merger and the Transactions shall be subject to the satisfaction or waiver, on or -23- before the Effective Time (or such earlier date as is specified below), of each of the following conditions: (a) REPRESENTATIONS AND WARRANTIES TRUE. Except for changes contemplated by this Agreement, (i) the representations and warranties of Wavefield contained herein shall be true and correct in all material respects at and as of the date hereof; and (ii) such representations and warranties shall be true and correct in all material respects at and as of the Effective Time as though such representations and warranties were made again at and as of the Effective Time, except to the extent that such representations and warranties are made herein as of a specific date prior to the Effective Time. (b) PERFORMANCE. Wavefield and the Stockholders shall have performed and complied in all material respects with the agreements and covenants contained in this Agreement required to be performed or complied with by it on or prior to the Effective Time. (c) CONSENTS AND APPROVALS. Wavefield shall have obtained all third party consents and approvals necessary, proper or advisable to consummate the Merger. (d) NO GOVERNMENTAL ORDER OR REGULATION. There shall not be in effect any order, decree or injunction (whether preliminary, final or appealable) of a United States federal or state court of competent jurisdiction, and no Regulation shall have been enacted or promulgated by any governmental authority or agency, that prohibits the consummation of the Merger. (e) ABSENCE OF CERTAIN LITIGATION. No action shall have been filed and remain undismissed in any court of competent jurisdiction against Wavefield. (f) RIGHTS TO WAVEFIELD IMAGING TECHNOLOGY. Zydeco shall have confirmed to its reasonable satisfaction that all rights, titles and interests in and to the Wavefield Imaging Technology shall have vested in Wavefield, subject only to existing licensing agreements disclosed in Schedule 4.9. (g) LEGAL OPINION. Zydeco shall have received an opinion of Baker & Hostetler, counsel to Wavefield, dated as of the Effective Time, in form and substance reasonably satisfactory to Zydeco. (h) CONFIDENTIALITY AGREEMENTS. Each Wavefield employee who will remain an employee after the Effective Time shall execute and deliver to Zydeco a standard confidentiality and non-disclosure agreement. (i) OTHER DOCUMENTS. Zydeco shall have received executed copies of all Transaction Documents to which Wavefield or any Wavefield Holder is a party to the extent that they shall not have been received prior to the Closing. Zydeco shall have received all other documents required under the terms of any of the Transaction Documents and any other documents reasonably requested on or prior to the Closing Date. -24- (j) CERTIFICATES. Wavefield shall have furnished to Zydeco a certificate of the President of Wavefield, dated the Effective Time, certifying compliance as of the Effective Time with the conditions set forth in paragraphs (a) and (b) of this Section 9.2 in all material respects. 9.3 CONDITIONS TO OBLIGATIONS OF WAVEFIELD. The obligations of Wavefield to consummate the Merger and the Transactions shall be subject to the satisfaction or waiver, on or before the Effective Time, of each of the following conditions: (a) REPRESENTATIONS AND WARRANTIES TRUE. Except for changes contemplated by this Agreement, (i) the representations and warranties of the Zydeco Parties contained herein shall be true and correct in all material respects at and as of the date hereof; and (ii) such representations and warranties shall be true and correct in all material respects at and as of the Effective Time as though such representations and warranties were made again at and as of the Effective Time, except to the extent that such representation and warranties are made herein as of a specific date prior to the Effective Time. (b) PERFORMANCE. The Zydeco Parties shall have performed and complied in all material respects with the agreements and covenants contained in this Agreement required to be performed or complied with by them on or prior to the Effective Time. (c) NO GOVERNMENTAL ORDER OR REGULATION. There shall not be in effect any order, decree or injunction (whether preliminary, final or appealable) of a United States federal or state court of competent jurisdiction, and no Regulation shall have been enacted or promulgated by any governmental authority or agency, that prohibits consummation of the Merger. (d) ABSENCE OF CERTAIN LITIGATION. No action shall have been filed and remain undismissed in any court of competent jurisdiction by any stockholder of Zydeco or purported stockholder of Zydeco, or any holder of a Zydeco Warrant or purported holder of Zydeco Warrant, or governmental authority, based upon allegations of (i) fraud, securities fraud, breach of fiduciary duty, non-compliance with DGCL, the TBCA or the provisions of the Charter Documents of Zydeco by Zydeco, its officers or its directors or (ii) illegality of the Merger and the Transactions. (e) LEGAL OPINION. Wavefield shall have received an opinion of Andrews & Kurth L.L.P., counsel to Zydeco, dated as of the Effective Time, to the effect that (a) the Merger has been effected under the TBCA and (b) upon surrender of the stock certificates evidencing the Wavefield Shares by Stockholders in accordance with this Agreement, the Zydeco Shares issued to Stockholders as Merger Consideration are validly issued, fully paid and non-assessable. (f) OTHER DOCUMENTS. Wavefield shall have received executed copies of all Transaction Documents to which either Zydeco Party is a party to the extent that they shall not have been received prior to the Closing. Wavefield shall have received all other documents required under the terms of any of the Transaction Documents and any other documents reasonably requested on or prior to the Closing Date. -25- (g) CERTIFICATES. Zydeco shall have furnished to Wavefield a certificate of the Chief Executive Officer of Zydeco, dated the Effective Time, certifying compliance as of the Effective Time with the conditions set forth in paragraphs (a) and (b) of this Section 9.3 in all material respects. ARTICLE X TERMINATION 10.1 GROUNDS FOR TERMINATION. This Agreement may be terminated at any time prior to the Closing Date: (a) by mutual written consent of Zydeco and Wavefield; (b) by Wavefield if any Zydeco Party shall have breached any of its covenants hereunder in any material respects or if the representations and warranties of any Zydeco Party contained in this Agreement shall not be true and correct, except for such changes as are contemplated by this Agreement, in all material respects, and in either event, if such breach is subject to cure, the Zydeco Parties have not cured such breach within 3 business days of Wavefield's notice of an intent to terminate; (c) by Zydeco, if Wavefield shall have breached any of its covenants hereunder in any material respect or if the representations and warranties of Wavefield contained in this Agreement shall not be true and correct, except for such changes as are contemplated by this Agreement, in all material respects, and in either event, if such breach is subject to cure, Wavefield has not cured such breach within 3 business days if Zydeco's notice of an intent to terminate; or (d) by either Zydeco or Wavefield, if any condition precedent contained in Section 9.2 (in the case of Zydeco) or 9.3 (in the case of Wavefield) shall not have been satisfied or waived on or before the Effective Date (or, if earlier, the date specified in such Section). 10.2 EFFECT OF TERMINATION. If this Agreement is terminated pursuant to Section 10.1, the agreements contained in Sections 6.6, 6.7, 7.4, 7.6 and 8.2 shall survive the termination hereof. In addition, any party may pursue any legal or equitable remedies that may be available if such termination is based on a breach of another party. ARTICLE XI MISCELLANEOUS 11.1 SURVIVAL OF REPRESENTATIONS AND WARRANTIES. The representations, warranties and covenants contained in this Agreement shall survive the closing of the Merger for a period of two years from the Effective Time (the "Survival Period"). In the event Zydeco determines during the Survival Period that a representation or warranty of Wavefield and the Stockholders contained is -26- determined to be untrue in any material respect at the Effective Time or a covenant contained in this Agreement is breached in any material respect by Wavefield or by any Stockholder prior to the Effective Time, then Zydeco shall be entitled to recover damages for such breach from Stockholders; provided that (a) written notice of such breach shall have been sent by Zydeco to each of the Stockholders on or prior to the expiration of the Survival Period and (b) any such damages may be satisfied by Stockholders by surrender to Zydeco of Zydeco Shares owned by such Stockholders (in the event of a breach by Wavefield, by each Stockholder in proportion to the number of Zydeco Shares received as a result of the Merger), which surrendered shares shall be valued for this purpose at the last reported closing trade price of a share of Zydeco Common Stock, as reported on the NASDAQ SmallCap Market on the Effective Date. In the event any Stockholder determines during the Survival Period that a representation or warranty of Zydeco contained is determined to be untrue in any material respect at the Effective Time or a covenant contained in this Agreement is breached in any material respect by Zydeco or by any Stockholder prior to the Effective Time, then Stockholder shall be entitled to recover damages for such breach from Zydeco, provided that written notice of such breach shall have been sent by such Stockholder to Zydeco on or prior to the expiration of the Survival Period. 11.2 PRIVATE PLACEMENT; RESTRICTED STOCK. Each Stockholder acknowledges and agrees that (a) he or she has received all information about Zydeco, and have been afforded the opportunity to ask questions of management of Zydeco, to the extent necessary to make an informed business judgment regarding investment in Zydeco Common Stock as a result of the Merger, (b) he or she is acquiring the shares of Zydeco Common Stock pursuant to this Agreement for investment purposes and without the present intention of engaging in a distribution of such shares, (c) when issued in accordance with this Agreement, the Zydeco Shares and the Contingent Shares have not been registered under the Securities Act or qualified under applicable state securities laws and may not be sold or otherwise transferred except pursuant to an effective registration statement under the Securities Act and qualification under applicable state securities laws or in reliance upon an exemption from such registration and qualification, and (c) stock certificates issued to Stockholders evidencing the Zydeco Shares and the Contingent Shares will bear a legend giving notice of the absence of such registration or qualification and requiring an opinion of counsel reasonably acceptable to Zydeco in the event of any transfer in reliance upon such exemptions, provided that at any time after two years from the Effective Time, in the case of the Zydeco Shares, and two years after the date of issuance of such shares, in the case of the Contingent Shares, Stockholders who are not Affiliates of Zydeco, and who have not been Affiliates of Zydeco for a period of 90 days prior to such request, may request removal of such legends and Zydeco shall arrange for such removal provided that is permitted to do so under then applicable securities laws. 11.3 PUBLIC ANNOUNCEMENTS. Zydeco and Wavefield will consult with each other before issuing any press release or making any public statement with respect to this Agreement and the Transactions and, except as may be required by applicable law or stock exchange regulations, will not issue any such press release or make any such public statement prior to such consultation. -27- 11.4 CONTENTS OF AGREEMENT, AMENDMENT, PARTIES IN INTEREST, ASSIGNMENT, ETC. This Agreement sets forth the entire understanding of the parties hereto with respect to the subject matter hereof. This Agreement may be amended, modified or supplemented only by a written instrument duly executed by each of the parties hereto. This Agreement shall be binding upon and inure to the benefit of and be enforceable by the respective heirs, legal representatives, successors and permitted assigns of the parties hereto. No party hereto may assign this Agreement or any right, benefit or obligation hereunder. Any term or provision of this Agreement may be waived at any time by the party entitled to the benefit thereof by a written instrument duly executed by such party. The parties hereto shall execute and deliver any and all documents and take any and all other actions that may be deemed reasonably necessary by their respective counsel to complete the Transactions. 11.5 INTERPRETATION. Unless the context of this Agreement clearly requires otherwise, (a) references to the plural include the singular, the singular the plural, the part the whole; (b) "or" has the inclusive meaning frequently identified with the phrase "and/or"; and (c) "including" has the inclusive meaning frequently identified with the phrase "but not limited to." The section and other headings contained in this Agreement are for reference purposes only and shall not control or affect the construction of this Agreement or the interpretation thereof in any respect. Section, subsection, schedule and exhibit references are to this Agreement unless otherwise specified. Each accounting term used herein that is not specifically defined herein shall have the meaning given to it under GAAP. 11.6 NOTICES. All notices that are required or permitted hereunder shall be in writing and shall be sufficient if personally delivered or sent by mail, facsimile message or Federal Express or other delivery service. Any notices shall be deemed given upon the earlier of the date when received at, or the second business day after the date when sent by registered or certified mail or the day after the date when sent by Federal Express to, the address or fax number set forth below, unless such address or fax number is changed by notice to the other party hereto: If to Zydeco or the Merger Subsidiary: Zydeco Energy, Inc. 1710 Two Allen Center 1200 Smith Street Houston, Texas 77002 Attention: Chief Financial Officer with a required copy to: Andrews & Kurth L.L.P. 4200 Texas Commerce Tower Houston, Texas 77002 Attention: James M. Prince Tel. No. (713) 220-4486 -28- If to Wavefield, to Dr. Norman S. Neidell at the address set forth on Exhibit A hereto, with a required copy to Richard Yount, Baker & Hostetler, 1000 Louisiana, Suite 2000, Houston, Texas 77002. If to Stockholders, at the address set forth on Exhibit A hereto, with a required copy to Richard Yount, Baker & Hostetler, 1000 Louisiana, Suite 2000, Houston, Texas 77002. 11.7 GOVERNING LAW. This Agreement shall be construed and interpreted in accordance with the laws of the State of Texas, without regard to its provisions concerning conflict of laws. 11.8 COUNTERPARTS. This Agreement may be executed in two or more counterparts, each of which shall be binding as of the date first written above, and all of which shall constitute one and the same instrument. Each such copy shall be deemed an original, and it shall no be necessary in making proof of this Agreement to produce or account for more than one such counterpart. -29- This Agreement has been executed by the parties hereto as of the day and year first written above. ZYDECO ENERGY, INC. By: /s/ EDWARD R. PRINCE, JR. ------------------------- Edward R. Prince, Jr. Vice Chairman WFI ACQUISITION CORP. By: /s/ EDWARD R. PRINCE, JR. ------------------------- Edward R. Prince, Jr. Vice Chairman WAVEFIELD IMAGE, INC. By: /s/ NORMAN S. NEIDELL ------------------------- Norman S. Neidell President STOCKHOLDERS OF WAVEFIELD IMAGE, INC.: /s/ NORMAN S. NEIDELL ------------------------- Norman S. Neidell /s/ K. BRUCE MEADOURS ------------------------- K. Bruce Meadours /s/ MARGARET SMITH ------------------------- Margaret Smith -30- EXHIBIT A DIRECTORS AND OFFICERS OF THE SURVIVING CORPORATION Directors: Sam B. Myers, Jr. Chairman Norman S. Neidell John O. Smith John McTigue Officers: Norman S. Neidell President W. Kyle Willis Vice President, Treasurer, and Secretary -31- EX-10.19 3 EMPLOYMENT AGREEMENT EXHIBIT 10.19 EMPLOYMENT AGREEMENT -------------------- THIS EMPLOYMENT AGREEMENT (the "Agreement") is made effective as of the 1st day of July, 1997 (the "Effective Date") by and between ZYDECO ENERGY, INC., a Delaware corporation (the "Company"), and NORMAN S. NEIDELL, an individual with an address of 10200 Richmond Avenue, Suite 200A, Houston, Texas 77042 (the "Employee"). WHEREAS, the Company has proposed to engage the Employee as its Vice President of Innovation ("VP of Innovation"); WHEREAS, the Company wishes to employ the Employee and the Employee desires to continue to work for the Company upon the terms and conditions set forth in this Agreement; NOW, THEREFORE, in consideration of the premises and the mutual promises hereinafter set forth, the Company and the Employee agree as follows: 1. Employment. The Company hereby agrees to employ the Employee and the Employee hereby agrees to work for the Company upon the terms and conditions set forth herein. 2. Term of Employment. Subject to Section 6 hereof, this Agreement shall have a term of four (4) years (the "Initial Term") commencing on the Effective Date. Thereafter this Agreement shall continue in effect on a year to year basis unless terminated in accordance with Section 6 or by either party on written notice to the other party given no less than sixty (60) days. 3. Scope of Duties; Representations and Warranties. (a) The Employee shall be employed by the Company as its VP of Innovation. At all times, the Employee shall serve under the direction of the Vice Chairman of the Company, or if there is no Vice Chairman, the Chairman of the Board, and shall perform such services as the Vice Chairman (or the Chairman of the Board, as the case may be), in his sole discretion, shall deem appropriate. (b) So long as he is employed by the Company, the Employee shall devote his skill, energy and best efforts to the faithful discharge of his duties as an employee of the Company. The Employee agrees that in the provision of all services to the Company, he will comply with and follow all generally applicable or reasonable directives, policies, standards and regulations from time to time established by the Board of Directors of the Company. (c) The Employee represents and warrants that he is under no contractual or other restrictions or obligations which will in any way limit his activities on behalf of the Company. 4. Compensation. (a) The Company shall pay the Employee a salary at a rate equal to $150,000 per year (payable at such regular intervals as other employees of the Company are compensated in accordance with the Company's employment practices). (b) All payments of salary and other compensation to the Employee shall be made after deduction of any taxes which are required to be withheld with respect thereto under applicable federal and state laws. 5. Fringe Benefits; Expenses. (a) The Company shall, without duplication, provide Employee with any non-cash benefits provided by the Company to its other officers and key employees as they may exist from time to time. Such benefits shall include leave or vacation time (not less than two (2) weeks per year), medical and dental insurance, life insurance and other health care benefits, retirement and disability benefits as may hereafter be provided by the Company in accordance with its policies. (b) The Company will reimburse the Employee for all reasonable business expenses incurred by the Employee in the scope of his employment. 6. Termination. The Employee's employment hereunder may be terminated without any breach of this Agreement only under the following circumstances: (a) Death. The Employee's employment hereunder shall terminate upon his death. (b) Disability. If, as a result of the Employee's incapacity due to physical or mental illness, the Employee shall have been absent from his duties hereunder on a substantial basis for a period of five consecutive months and within thirty (30) days after written notice of termination is given shall not have returned to the performance of his duties hereunder on a full-time basis, the Company may terminate the Employee's employment hereunder for "Disability." (c) Cause. The Company may terminate the Employee's employment hereunder for Cause. For purposes of this Agreement, the Company shall have "Cause" to terminate the Employee's employment hereunder upon the Employee's: (i) conviction of the commission of a felony; or -2- (ii) willful and continuing failure to substantially perform his duties hereunder (other than such failure resulting from the Employee's incapacity due to physical or mental illness or subsequent to the issuance of a notice of termination by the Employee for Good Reason) after demand for substantial performance is delivered by the Company in writing that specifically identifies the manner in which the Company believes the Employee has not substantially performed his duties and the Employee does not remedy such failure within thirty (30) days following receipt of such written notice; (iii) commission of fraud by the Employee against the Company, its affiliates or customers, including any misrepresentation on Employee's resume or regarding the terms of separation from any prior employer; or (iv) willful breach of any material provision of the Confidentiality Agreement dated the date hereof between the Company and Employee that is materially injurious to the Company or its subsidiaries, whether monetarily or otherwise. Cause shall not exist unless and until the Company has delivered to the Employee a copy of a resolution duly adopted by a majority of the Board at a meeting of the Board called and held for such purpose (after reasonable notice to the Employee and an opportunity for the Employee, together with his counsel, to be heard before the Board), finding that in the good faith opinion of the Board, the conduct set forth in this Section 6(c) occurred, and specifying the particulars thereof in detail. (d) Good Reason. The Employee may terminate his employment hereunder for "Good Reason" within ten (10) days after the expiration of the thirty (30) day period following written notice of such an occurrence, without the written consent of the Company, of one of the following events that has not been cured within thirty (30) days after written notice thereof has been given by the Employee to the Company: (i) the failure of a successor to the Company (whether direct or indirect, by purchase, merger, consolidation or otherwise) to all or substantially all of the Company's business and/or assets of the Company to expressly assume and agree to perform this Agreement in the same manner and to the same extent that the Company would be required to perform it if no such succession had taken place. Failure of the Company to obtain such assumption and agreement prior to the effectiveness of any such succession, without regard to the 30 day notice provision above, shall be a breach of this Agreement; or (ii) a failure of the Company to comply with any other material provision of this Agreement. -3- (e) Termination Without Cause. The Company may terminate the Employee without Cause at any time, subject to the terms of Sections 7(b) and 7(d) and any other applicable provisions of this Agreement. 7. Compensation Upon Termination or During Disability. (a) Disability Period. During any period that the Employee fails to perform his duties hereunder as a result of incapacity due to physical or mental illness ("Disability Period"), the Employee shall continue to receive his full base salary and annual bonus, if any, until his employment is terminated pursuant to Section 7(b), provided that payments so made to the Employee during the first 180 days of the Disability Period shall be reduced by the sum of the amounts, if any, payable to the Employee at or prior to the time of any such payment under the disability insurance policy provided for herein, under any disability benefit plans of the Company or under the Social Security disability insurance program, and which amounts were not previously applied to reduce any such payment. (b) Death, Disability Termination by Company (without Cause) or By Employee Pursuant to Section 6(d). If the Employee's employment is terminated by his death or his Disability then the Company shall continue to pay to the Employee (or his legal representatives or estate or as may be directed by the legal representatives of his estate, as the case may be) his then current salary, on the usual schedule for payment of the salary, for ninety (90) days after such termination. If the Employee's employment is terminated by the Company (without Cause) or by the Employee pursuant to Section 6(d), then the Company shall continue to pay to the Employee (or his legal representatives or estate or as may be directed by the legal representatives of his estate, as the case may be) his then current salary, on the usual schedule for payment of the salary, for the remainder of the Initial Term. The Company shall also continue to provide Employee, for the applicable period as indicated in the foregoing paragraph, the benefits then available to Employee and described in Section 5(a) above (to the extent the Company is legally able to provide such benefits). In the event that the Employee's participation in any such benefit plan is barred and the Employee is not otherwise entitled to be covered by a comparable benefit plan, the Company shall arrange to provide the Employee and his dependents with benefits substantially similar to those which the Employee and his dependents would otherwise have been entitled to receive under such plans and programs from which their continued participation is barred. The foregoing salary payments and benefits shall terminate prior to the time provided if Employee accepts employment, whether as an employee, a consultant or otherwise, during such period. The Company shall also pay Employee for any accrued and unpaid salary payments, expense reimbursements, and bonuses resulting from the occurrence of any performance milestones which have been achieved as of the date of termination and are owing as of the date of such termination; all of such above amounts shall be paid within thirty (30) days of such termination if not sooner. -4- With respect to a termination in accordance with Section 6 above (other than Section 6(c)), Company and Employee agree that the receipt of all of the salary payments and benefits under Sections 7(b) and 7(d) shall constitute and act as liquidated damages and not as a penalty and as the exclusive remedy for any such termination. Employee hereby waives all rights (i) under Federal, state, local or common law relating to discrimination based upon age, sex, race or disability, and (ii) to sue the Company for any additional amounts other than those identified above resulting from the termination of this Agreement. (c) Cause or By Employee Other than Pursuant to Section 6(d). If the Employee's employment shall be terminated by the Company for Cause or by the Employee (other than pursuant to Section 6(d)) then: (i) the Company shall pay the Employee within thirty (30) days if not sooner his base salary (at the rate in effect at the time notice of termination is given) through the date of termination; (ii) except as specifically provided herein (including Section 7(d) below), Employee shall receive no further base salary or annual bonus and the Company shall have no additional obligation to the Employee under this Agreement. (d) Compensation Plans. Following any termination of Employee's employment, the Company shall pay the Employee all unpaid amounts, if any, to which the Employee is entitled as of the date of termination under any compensation plan or program of the Company, at the time such payments are due. 8. No Mitigation. Nothing in Sections 6 and 7 of this Agreement shall require Employee to, or impose a duty on Employee to, seek alternative employment following a termination of his employment with the Company as a condition to the Company's obligation to pay the salary continuation payments and benefits provided in Sections 6 and 7 above. 9. Noncompetition. The Employee agrees that he will not for one year after the termination of his employment with the Company, directly or indirectly, solicit business, of the type in which the Company is then engaged, from any person (whether an individual or a business organization) who was, within two years prior to such termination, a customer (i.e., a party who paid funds to the Company other than investors) of the Company, or to whom the Employee was introduced during the course of his engagement. Employee acknowledges that (i) he is an officer of the Company, (ii) he is involved in the development of the Company's products and services, (iii) it is intended that such products and services will be sold nationally and internationally, (iv) a company producing products and services similar to those of the Company regardless of its geographic location is likely to jeopardize the Company's business and (v) the ability of the Company to attain its goals is likely to be materially jeopardized and its value -5- reduced if Employee competes with the Company or assist other persons in competing with the Company. Employee agrees that during the term of his engagement with the Company and for a period of one year after termination of his employment by the Company he will not, directly or indirectly (through one or more intermediaries), whether individually, or as an officer, director, employee or consultant, compete in whole or in part with, or assist any corporation or business enterprise in competing in whole or in part with, the business then engaged in by the Company, nor will Employee directly or indirectly interfere with employees of the Company or suppliers, manufacturers, distributors, wholesalers or other such companies with which the Company transacts business for any purpose. Notwithstanding anything contained herein to the contrary, this Section 9 shall not be applicable if Employee is terminated without Cause or if Employee terminates this Agreement for Good Reason. 10. Other Obligations. Notwithstanding anything contained herein to the contrary, Company and Employee agree that during the first six (6) months of the Initial Term Employee may devote a portion of his time to fulfilling Employee's existing obligations under various consulting agreements. Employee and Vice Chairman shall agree upon a monthly schedule regarding the proportion of Employee's time to be devoted to such obligations. Employee's salary shall be proportionately reduced during such period, and Employee agrees to pay to Company the same proportionate amount of the rent, utility, equipment costs and similar expenses, based on Wavefield Image, Inc.'s current obligations, incurred during such period. 11. Other Agreements. (a) Employee shall execute and comply with the Confidentiality Agreement in the form attached as Exhibit A hereto and incorporated herein by reference. Employee acknowledges that the terms of such Confidentiality Agreement are agreed to in consideration of the Company's agreement to employ Employee and the consideration set out in this Agreement. (b) The Company shall, to the fullest extent permitted by applicable Delaware law, and in accordance with the Company's Bylaws and Charter, indemnify Employee and hold him harmless from any cost, expense or liability arising out of or relating to any acts or decisions made by him in the course of performing his duties hereunder. Employee shall be added as an additional named insured under all appropriate insurance policies now in force or hereinafter obtained by the Company. Any termination of the Employee's employment or of this Agreement shall have no effect on the continuing operation of this Section. 12. License Option Grant. If Employee serves as an employee for the entire Initial Term, or is terminated by the Company without Cause prior to the end of the Initial Term, -6- then, upon termination of employment, Employee shall have an option to obtain a "Personal License," as defined below, to the "Wavefield Image Technology," as defined below, for a one time payment of Five Hundred Thousand Dollars ($500,000.00). The option must be exercised, and the payment made, within sixty (60) days of termination of the Employee's employment. If not exercised and paid within such period, the option shall terminate. The payment may be made in cash or by delivery of shares of Zydeco Energy, Inc. common stock. Such shares shall be valued at the average of the closing bid price on a national exchange, or if not traded on a national exchange, on a Nasdaq market, for the twenty days preceding the payment date; if shares of Zydeco Energy, Inc. common stock are not so listed or quoted, the payment must be made in cash. "Personal License" shall mean a personal, nonexclusive, worldwide license to use the Wavefield Image Technology for (i) analysis of seismic data as a service to third parties subject to the limitations below and (ii) analysis of seismic data from properties in which Employee has at least a twenty-five percent (25%) interest in the property or mineral rights or in the entity owning the property or mineral rights. If the licensed rights are used to provide services to third parties, such services may only be rendered in exchange for payment in cash and not in exchange for a property or royalty interest or any other form of consideration unless consented to in writing; provided further, Employee may not in any one year sell an amount of such services the "Net Price" of which exceeds One Million Dollars ($1,000,000). "Net Price" shall mean the gross price Employee charges for the service less any costs of required computer processing time included in the gross price. The Company shall be entitled to audit Employee's books and records relating to the sale of services and use of the licensed technology to confirm compliance with the restrictions herein. In addition to the foregoing limitations, whenever Employee desires to exercise its rights under (ii) above, it shall first notify the Company in writing of the country or U.S. state in which the property is located. If the Company is currently involved in a project using the Wavefield Image Technology (a "Project"), or is considering in good faith to commence a Project within one year of such notice, in such country or U.S. state, Employee may not exercise the licensed rights in such country or U.S. state unless the Company consents in writing. The Personal License shall not include the right to sublicense, assign or otherwise transfer, directly or indirectly, the licensed rights to any other person. The Personal License shall automatically terminate upon the earlier of Employee's breach of any of the license restrictions or his death. Within sixty (60) days of Employee's exercise of the foregoing option, the parties shall execute a license agreement memorializing the Personal License. Such license agreement shall include such other terms as are customary for such agreements. "Wavefield Image Technology" shall mean all technology owned by Wavefield Image, Inc. as of the date hereof and such improvements thereto as are developed primarily by Employee -7- during his employment, and the source code for software applying such technology to seismic analysis. 13. Notice. (a) All notices, requests, demands and other communications required by or permitted under this Agreement shall be in writing and shall be sufficiently delivered if delivered by hand, by courier service, or sent by registered or certified mail, postage prepaid, to the parties at their respective addresses listed below: (b) If to the Employee, to the address set out in the beginning of this Agreement; (c) If to the Company: Zydeco Energy, Inc. 1710 Two Allen Center Houston, Texas 77002 Attention: Chairman Either party may change such party's address by such notice to the other party. 14. Assignment. This Agreement is personal to the Employee, and he shall not assign any of his rights or delegate any of his duties hereunder without the prior written consent of the Company. The Company shall have the right to assign this Agreement, subject to the provisions of Section 6(d)(i) hereof, to a successor in interest in connection with a merger, sale of substantially all assets, or similar transaction. 15. Survival. The provisions of this Agreement shall survive the termination of the Employee's employment hereunder in accordance with their terms. 16. Governing Law. This Agreement shall be governed by, and construed and enforced in accordance with, the laws of Texas, without regard to its conflicts of laws principles. The parties agree that venue and jurisdiction shall be proper with the state and/or federal courts situated in Houston, Texas to hear any disputes arising under this Agreement. 17. Binding Upon Successors. This Agreement shall be binding upon, and shall inure to the benefit of, the parties hereto and their respective heirs, legal representatives, successors and permitted assigns. All rights of the Employee hereunder shall inure to the benefit -8- of and be enforceable by the Employee's personal and legal representatives, executors, administrators, successors, heirs, distributees, devices and legatees. 18. Entire Agreement. This Agreement and the exhibit hereto constitute the entire agreement between the Company and the Employee with respect to the terms of employment of the Employee by the Company and supersedes all prior agreements and understandings, whether written or oral, between them concerning such terms of employment except for any contemporaneous written letter agreements signed by the parties. 19. Waiver and Amendments; Cumulative Rights and Remedies. (a) This Agreement may be amended, modified or supplemented, and any obligation hereunder may be waived, only by a written instrument executed by the parties hereto. The waiver by either party of a breach of any provision of this Agreement shall not operate as a waiver of any subsequent breach. (b) No failure on the part of any party to exercise, and no delay in exercising, any right or remedy hereunder shall operate as a waiver thereof, nor shall any single or partial exercise of any such right or remedy by such party preclude any other or further exercise thereof or the exercise of any other right or remedy. All rights and remedies hereunder are cumulative and are in addition to all other rights and remedies provided by law, agreement or otherwise. 20. Severability. Wherever there is any conflict between any provision of this Agreement and any statute, law, regulation or judicial precedent, the latter shall prevail, but in such event the provisions of this Agreement thus affected shall be curtailed and limited only to the extent necessary to bring it within the requirement of the law. In the event that any part, section, paragraph or clause of this Agreement shall be held by a court of proper jurisdiction to be indefinite, invalid or otherwise unenforceable, the entire Agreement shall not fail on account thereof, but the balance of the Agreement shall continue in full force and effect unless such construction would clearly be contrary to the intention of the parties or would result in an unconscionable injustice. 21. Arbitration. Upon the demand of either party, whether made before or after the institution of any judicial proceeding, any Dispute shall be resolved by binding arbitration in accordance with the terms of the arbitration provisions contained on Annex "A" attached hereto and incorporated herein for all purposes. Either party to this Agreement may, by summary proceedings (e.g., a plea in abatement or motion to stay further proceedings), bring any action in court to compel arbitration of any Dispute. Either party who fails or refuses to submit to binding arbitration -9- following a lawful demand by the other party shall bear all costs and expenses incurred by such other party in compelling arbitration of any Dispute. 22. Counterparts. This Agreement may be executed in one or more counterparts each of which shall be an original but all of which taken together shall constitute one and the same instrument. IN WITNESS WHEREOF, the Company and the Employee have executed this Agreement effective as of the date first above written. ZYDECO ENERGY, INC. By: /s/ EDWARD R. PRINCE, JR. ---------------------------- Name: Edward R. Prince, Jr. --------------------------- Title: Vice Chairman --------------------------- EMPLOYEE: /s/ NORMAN S. NEIDELL --------------------------------- Norman S. Neidell -10- ANNEX "A" ARBITRATION PROVISIONS ---------------------- (a) All Disputes between the parties submitted to arbitration shall be resolved by binding arbitration administered by the American Arbitration Association (the "AAA") in accordance with, and in the following order of priority: (i) the terms of these arbitration provisions; (ii) the Commercial Arbitration Rules of the AAA; (iii) the Federal Arbitration Act (Title 9 of the United States Code); and (iv) to the extent the foregoing are inapplicable, unenforceable or invalid, the Laws of the State of Texas. The validity and enforceability of these arbitration provisions shall be determined in accordance with this same order of priority. In the event of any inconsistency between these arbitration provisions and such rules and statutes, these arbitration provisions shall control. Judgment upon any award rendered hereunder shall be entered in any court having jurisdiction. (b) All statutes of limitation applicable to any Dispute shall apply to any proceeding in accordance with these arbitration provisions. (c) Arbitrators are empowered to resolve Disputes by summary rulings substantially similar to summary judgments and motions to dismiss. Arbitrators shall resolve all Disputes in accordance with the applicable substantive Law. Any arbitrator selected shall be required to be experienced and knowledgeable in the substantive Laws applicable to the subject matter of the Dispute. A single arbitrator shall be chosen by mutual agreement of the parties and shall resolve the Dispute. In such case, the arbitrator shall be required (unless all parties to the proceeding shall otherwise agree in writing) to make specific, written findings of fact and conclusions of law and shall have the authority to issue monetary or other awards, including all amounts properly payable and costs, fees and expenses. In the event the parties cannot agree on the selection of a single arbitrator, each party shall select an arbitrator, which two arbitrators shall then select a third arbitrator, which panel of three arbitrators so selected (an "Arbitration Panel") shall resolve the Dispute. Disputes resolved by an Arbitration Panel shall be decided by a majority vote of a panel of three arbitrators, the determination of any two of the three arbitrators constituting the determination of the Arbitration Panel; provided, however, that all three arbitrators on the Arbitration Panel must actively participate in all hearings and deliberations. Arbitrators, including any Arbitration Panel, may grant any remedy or relief deemed just and equitable and within the scope of these arbitration provisions and may also grant such ancillary relief as is necessary to make effective any award. Arbitration Panels shall be required (unless all parties to the proceeding shall otherwise agree in writing) to make specific, written findings of fact and conclusions of law. The determination of an arbitrator or Arbitration Panel shall be binding on all parties and shall not be subject to review or appeal. -11- (d) To the maximum extent practicable, the AAA, the arbitrator (or the Arbitration Panel, as appropriate) and the parties shall take any action necessary to require that an arbitration proceeding hereunder shall be concluded within 60 days of the filing of the Dispute with the AAA. Unless the parties shall agree otherwise, arbitration proceedings hereunder shall be conducted in Houston, Texas. Arbitrators shall be empowered to impose sanctions, permit or order depositions and discovery and to take such other actions as they deem necessary to the same extent a judge could pursuant to the Federal Rules of Civil Procedure and applicable law. With respect to any Dispute, each party agrees that all discovery activities shall be expressly limited to matters directly relevant to the Dispute and any arbitrator, Arbitration Panel and the AAA shall be required to fully enforce this requirement. The provisions of these arbitration provisions shall survive any termination, amendment or expiration of this Agreement, unless the parties otherwise expressly agree in writing. To the extent permitted by applicable Law, arbitrators, including any Arbitration Panel, shall have the power to award recovery of all costs and fees (including attorneys' fees, administrative fees and arbitrators' fees) to the prevailing party or, if no clear prevailing party, as the arbitrator (or Arbitration Panel, if applicable) shall deem just and equitable. Each party agrees to keep all Disputes and arbitration proceedings strictly confidential, except for disclosures of information required by applicable Law. -12- EX-23.1 4 CONSENT OF ARTHUR ANDERSEN LLP EXHIBIT 23.1 CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS As independent public accountants, we hereby consent to the use of our report and to all other references to our Firm included in or made a part of this registration statement. ARTHUR ANDERSEN LLP Houston, Texas July 2, 1997 EX-23.2 5 CONSENT OF RYDER SCOTT COMPANY EXHIBIT 23.2 CONSENT OF INDEPENDENT PETROLEUM ENGINEERS We hereby consent to the reference to our firm in this Registration Statement on Form S-1, for Zydeco Energy, Inc. under the headings "Oil and Gas Reserves" and "Supplemental Information on Oil and Gas Producing Activities". /s/ Ryder Scott Company Petroleum Engineers RYDER SCOTT COMPANY PETROLEUM ENGINEERS Houston, Texas July 2, 1997 -----END PRIVACY-ENHANCED MESSAGE-----