UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
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Date of Report (Date of earliest event reported):
November 8, 2016
SAEXPLORATION HOLDINGS, INC.
(Exact name of registrant as specified in its charter)
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Delaware
(State or other jurisdiction of incorporation)
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001-35471
(Commission file number)
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27-4867100
(IRS Employer Identification No.)
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1160 Dairy Ashford Rd., Suite 160, Houston, Texas 77079
(Address of principal executive offices) (Zip Code)
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(281) 258-4400
(Company's telephone number, including area code)
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(Former Name or Former Address, if Changed Since Last Report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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Pre-commencement communications pursuant to Rule 14(d)-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
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Item 1.01 Entry into a Material Definitive Agreement.
On November 10, 2016, SAExploration Holdings, Inc. (the “Company”) entered into a First Amendment to Executive Employment Agreement (the “First Amendment”) with Ryan Abney (“Mr. Abney”), which amends the Executive Employment Agreement between Mr. Abney and the Company dated as of August 3, 2016 (the “Executive Employment Agreement,” and as amended by the First Amendment, the “Amended Employment Agreement”).
The Amended Employment Agreement appoints Mr. Abney, who previously served as Vice President - Capital Markets and Investor Relations, to the position of Vice President – Finance. The Amended Employment Agreement also provides Mr. Abney with an initial base salary of $215,000.00. As previously reported, commencing with the Company’s 2017 fiscal year, Mr. Abney’s base salary may be increased annually (but not decreased without his written consent) in the discretion of the Board of Directors.
The summary of the Amended Employment Agreement, set forth in this Item 1.01 does not purport to be complete and is qualified in its entirety by reference to the text of the Amended Employment Agreement, a copy of which is filed as Exhibit 10.1 hereto and is incorporated herein by reference, and the text of the Executive Employment Agreement, a copy of which was filed as Exhibit 10.6 to the Company’s Current Report on Form 8-K filed on August 9, 2016 and is incorporated herein by reference.
Item 1.02. Termination of a Material Definitive Agreement.
The information in Item 5.02 is incorporated into this Item 1.02 by reference.
Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On November 10, 2016, the Company and Trisha Gerber (“Ms. Gerber”), who has served as the Company’s Chief Accounting Officer, mutually agreed to the termination of her Executive Employment Agreement with the Company dated as of September 29, 2014, following the change of control of the Company that occurred in connection with its comprehensive restructuring in July 2016, so that she may pursue other endeavors. The effective date of Ms. Gerber’s departure is November 10, 2016. Pursuant to her Executive Employment Agreement, in addition to her base salary and other amounts earned by her through her last day of her employment, certain severance benefits, including an amount equal to one year's base salary, provided that Ms. Gerber executes a release of claims. The provisions of Ms. Gerber’s Executive Employment Agreement that survive the termination, including the confidentiality provisions, shall continue as set forth in the Employment Agreement. Brent Whiteley, the Company’s Chief Financial Officer, General Counsel and Secretary, will perform the functions of principal accounting officer for the Company.
Item 8.01. Other Events.
On November 8, 2016, the Company issued a press release announcing a new project award in West Africa for seismic data acquisition services valued at approximately $35 million. The Company expects to initiate the project in late 2016 and complete it in the first quarter of 2017.
The information in this Item 8.01, including Exhibit 99.1 attached hereto, is being furnished and shall not be deemed “filed” for the purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liabilities of that Section. The information in this Item 8.01 shall not be incorporated by reference into any registration statement or other document pursuant to the Securities Act of 1933, as amended, except as otherwise expressly stated in such filing.
CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS
This report contains “forward-looking statements” within the meaning of the U.S. federal securities laws, with respect to the Company’s financial condition, results of operations, cash flows and business, and expectations or beliefs
concerning future events. These forward-looking statements can generally be identified by phrases such as “expects,” “anticipates,” “believes,” “estimates,” “intends,” “plans to,” “ought,” “could,” “will,” “should,” “likely,” “appears,” “projects,” “forecasts,” “outlook” or other similar words or phrases. There are inherent risks and uncertainties in any forward-looking statements. Although the Company believes that its expectations are reasonable, it can give no assurance that these expectations will prove to have been correct, and actual results may vary materially. Except as required by law, the Company undertakes no obligation to update, amend or clarify any forward-looking statements to reflect events, new information or otherwise. Some of the important factors that could cause actual results to differ materially from the Company’s expectations are discussed below. All written and oral forward-looking statements attributable to the Company, or persons acting on its behalf, are expressly qualified in their entirety by these cautionary statements.
You should refer to the risk factors from the Company’s Quarterly Report on Form 10-Q filed on November 4, 2016, for the period ended September 30, 2016, for specific risks which would cause actual results to be significantly different from those expressed or implied by any of the Company’s forward-looking statements. It is not possible to identify all of the risks, uncertainties and other factors that may affect future results. In light of these risks and uncertainties, the forward-looking events and circumstances discussed in this report may not occur and actual results could differ materially from those anticipated or implied in the forward-looking statements. Accordingly, readers of this report are cautioned not to place undue reliance on the forward-looking statements.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits.
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Exhibit No.
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Description
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10.1
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First Amendment to Executive Employment Agreement, dated November 10, 2016, by and between the Company and Ryan Abney.
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10.2
99.1
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Executive Employment Agreement, dated August 3, 2016, by and between the Company and Ryan Abney (incorporated by reference to the Company’s Current Report on Form 8-K filed on August 9, 2016).
Press Release dated November 8, 2016.
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SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
Date: November 15, 2016 SAExploration Holdings, Inc.
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By:
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/s/ Brent Whiteley
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Name:
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Brent Whiteley
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Title:
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Chief Financial Officer, General Counsel and Secretary
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EXHIBIT INDEX
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Exhibit No.
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Description
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10.1
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First Amendment to Executive Employment Agreement, dated November 10, 2016, by and between the Company and Ryan Abney.
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10.2
99.1
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Executive Employment Agreement, dated August 3, 2016, by and between the Company and Ryan Abney (incorporated by reference to the Company’s Current Report on Form 8-K filed on August 9, 2016).
Press Release dated November 8, 2016.
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FIRST AMENDMENT TO EXECUTIVE EMPLOYMENT AGREEMENT
This First Amendment to Executive Employment Agreement (“Amendment”) is entered into between
SAExploration Holdings, Inc. (“Employer” or the “Company”)
, a corporation incorporated under the laws of the State of Delaware and
Ryan Abney (“Executive”)
, an individual residing in Houston, Texas, is signed as of November 10, 2016 ("Effective Date"). The Company and Executive may be referred to herein individually as “Party” and collectively as the “Parties”.
WHEREAS, effective on August 3, 2016, the Company and the Executive entered into an Executive Employment Agreement (the “Employment Agreement”); and
WHEREAS, the Parties desire to amend certain provisions of the Employment Agreement;
NOW, THEREFORE, for and in consideration of this Amendment and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties hereto agree to amend the terms of the Employment Agreement as more particularly set forth below:
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1.
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The fourth recital and paragraph 2 of the Employment Agreement is hereby amended as follows:
Executive shall serve in the position of Vice President, Finance. The remaining provisions of paragraph 2 remain unchanged.
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2.
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Paragraph 4(a) of the Employment Agreement is hereby amended in its entirety as follows:
“receive payment of the Executive’s annual base salary at the rate of not less than US$215,000.00 a year (the “Base Salary”), less deductions required by law, payable in accordance with the Employer’s standard payroll schedule, but not less frequently than monthly;
provided
, that commencing with the Company’s 2017 fiscal year, the Executive’s Base Salary may be increased annually (but not decreased without the written consent of the Executive) in the discretion of the Board.”
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3.
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Except as provided in this Amendment, all terms used in this Amendment that are not otherwise defined shall have the respective meanings ascribed to such terms in the Employment Agreement.
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4.
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This Amendment embodies the entire agreement between the Company and the Executive with respect to the amendment of the Employment Agreement. In the event of any conflict or inconsistency between the provisions of the Employment Agreement and this Amendment, the provisions of this Amendment shall control and govern.
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5.
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Except as specifically modified and amended herein, all of the terms, provisions, requirements and specifications contained in the Employment Agreement remain in full force and effect. Except as otherwise expressly provided herein, the Parties do not intend to, and the execution of this Amendment shall not, in any manner impair the Employment Agreement, the purpose of this Amendment being simply to amend and ratify the Employment Agreement, as hereby amended and ratified, and to confirm and carry forward the Employment Agreement, as hereby amended, in full force and effect.
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6.
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THIS AMENDMENT SHALL BE CONSTRUED AND GOVERNED BY THE LAWS OF THE STATE OF DELAWARE.
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IN WITNESS WHEREOF, the Company and Executive have executed and delivered this Amendment effective as of the Effective Date.
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SAExploration Holdings, Inc.
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Ryan Abney
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By: /s/ Brent Whiteley
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/s/ Ryan Abney
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Name: Brent Whiteley
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Printed Name: Ryan Abney
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Title: CFO & General Counsel
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Date: 11/10/2016
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Date: 11/10/2016
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Exhibit 99.1
FOR IMMEDIATE RELEASE
SAEXPLORATION ANNOUNCES NEW $35 MILLION DEEP WATER OCEAN-BOTTOM MARINE PROJECT AWARD
November 8, 2016 – Houston, TX –
SAExploration Holdings, Inc. (NASDAQ: SAEX)
, or SAE, today announced a new project award for seismic data acquisition services valued at approximately $35 million.
The award is for a 3D deep water ocean-bottom marine project in West Africa. SAE expects to initiate this project in late 2016 and complete it in the first quarter of 2017. This project will be performed using an advanced remotely-operated-vehicle deployment method in conjunction with ocean-bottom nodal seismic recording technology equipped to successfully operate in water depths ranging from zero to 3,000 meters deep.
SAE will utilize its currently available equipment and other external resources to execute the project with no new capital expenditures required.
About SAExploration Holdings, Inc.
SAE is an internationally-focused oilfield services company offering a full range of vertically-integrated seismic data acquisition and logistical support services in remote and complex environments throughout Alaska, Canada, South America and Southeast Asia. In addition to the acquisition of 2D, 3D, time-lapse 4D and multi-component seismic data on land, in transition zones and offshore in depths reaching 3,000 meters, SAE offers a full suite of logistical support and in-field data processing services, such as program design, planning and permitting, camp services and infrastructure, surveying, drilling, environmental assessment and reclamation and community relations. SAE operates crews around the world, performing major projects for its blue-chip customer base, which includes major integrated oil companies, national oil companies and large independent oil and gas exploration companies. Operations are supported through a multi-national presence in Houston, Alaska, Canada, Peru, Colombia, Bolivia, Brazil, New Zealand and Malaysia. For more information, please visit SAE’s website at www.saexploration.com.
The information in SAE’s website is not, and shall not be deemed to be, a part of this notice or incorporated in filings SAE makes with the Securities and Exchange Commission.
Forward Looking Statements
This press release contains certain "forward-looking statements" within the meaning of the U.S. federal securities laws with respect to SAE. These statements can be identified by the use of words or phrases such as “expects,”
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Safety. Acquisition. Experience
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saexploration.com
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“estimates,” “projects,” “budgets,” “forecasts,” “anticipates,” “intends,” “plans,” “may,” “will,” “could,” “should,” “believes,” “predicts,” “potential,” “continue,” and similar expressions. These forward-looking statements include statements regarding SAE's financial condition, results of operations and business and SAE's expectations or beliefs concerning future periods and possible future events. These statements are subject to significant known and unknown risks and uncertainties that could cause actual results to differ materially from those stated in, and implied by, this press release. Risks and uncertainties that could cause actual results to vary materially from SAE’s expectations are described under “Risk Factors” and “Cautionary Note Regarding Forward-Looking Statements” in SAE’s Form 10-Q filed on November 4, 2016, for the period ended September 30, 2016. Except as required by applicable law, SAE is not under any obligation to, and expressly disclaims any obligation to, update or alter its forward looking statements, whether as a result of new information, future events, changes in assumptions or otherwise.
Contact
SAExploration Holdings, Inc.
Ryan Abney
Vice President, Capital Markets & Investor Relations
(281) 258-4409
rabney@saexploration.com
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Safety. Acquisition. Experience
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saexploration.com
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