SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of the Securities Exchange
Act of 1934
Filed by the Registrant [X]
Filed by a Party other than the Registrant [ ]
Check the appropriate box:
[ ] Preliminary Proxy Statement
[ ] Confidential, for Use of the Commission Only (as permitted
by Rule 14a-6(e)(2))
[X] Definitive Proxy Statement
[ ] Definitive Additional Materials
[ ] Soliciting Material Pursuant to Section 240.14a-12
MITCHAM INDUSTRIES, INC.
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(Name of Registrant as Specified In Its Charter)
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(Name of Person(s) Filing Proxy Statement, if other than Registrant)
Payment of Filing Fee (Check the appropriate box):
[X] No fee required.
[ ] Fee computed on table below per Exchange Act Rules 14a-6(i)(4) and 0-11.
1) Title of each class of securities to which transaction applies:
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2) Aggregate number of securities to which transaction applies:
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3) Per unit price or other underlying value of transaction computed pursuant to
Exchange Act Rule 0-11 (set forth the amount on which the filing is calculated
and state how it was determined):
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4) Proposed maximum aggregate value of transaction:
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5) Total fee paid:
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[ ] Fee paid previously with preliminary materials
[ ] Check box if any part of the fee is offset as provided by Exchange Act Rule
0-11(a)(2) and identify the filing for which the offsetting fee was paid
previously. Identify the previous filing by registration statement number, or
the Form or Schedule and the date of its filing.
1) Amount Previously Paid:
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MITCHAM INDUSTRIES, INC.
8141 SH 75 SOUTH
P.O. BOX 1175
HUNTSVILLE, TEXAS 77342
NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
TO BE HELD JULY 17, 2003
To our Shareholders:
We will hold the Annual Meeting of Shareholders of Mitcham Industries,
Inc., a Texas corporation, on July 17, 2003, at the Houston Marriott North, 225
North Sam Houston Parkway East, Houston, Texas at 10:00 a.m., local time, for
the following purposes:
1. The election of five individuals to serve on our Board of Directors
until the next annual meeting of shareholders or until their respective
successors are elected and qualified.
2. The ratification of the selection of Hein + Associates LLP as our
independent auditors for the fiscal year ending January 31, 2004.
3. The transaction of such other business as may properly come before
the meeting and any adjournment thereof.
Our Board of Directors has established the close of business on May 23,
2003, as the record date for determining the shareholders entitled to notice of
and to vote at the Annual Meeting of Shareholders to be held July 17, 2003, and
any adjournment or postponement thereof.
YOU ARE CORDIALLY INVITED TO ATTEND THE ANNUAL MEETING. TO ASSURE YOUR
REPRESENTATION AT THE ANNUAL MEETING OF SHAREHOLDERS, EVEN IF YOU PLAN TO
ATTEND, PLEASE COMPLETE, SIGN AND MAIL THE ENCLOSED PROXY AS PROMPTLY AS
POSSIBLE IN THE ACCOMPANYING ENVELOPE.
Sincerely,
P. Blake Dupuis
Secretary
June 12, 2003
-----------------------------------------
MITCHAM INDUSTRIES, INC.
8141 SH 75 SOUTH
P.O. BOX 1175
HUNTSVILLE, TEXAS 77342
-----------------------------------------
PROXY STATEMENT
FOR
ANNUAL MEETING OF SHAREHOLDERS
TO BE HELD JULY 17, 2003
-----------------------------------------
SOLICITATION OF PROXIES
This Proxy Statement is furnished in connection with the solicitation
by the Board of Directors of Mitcham Industries, Inc., a Texas corporation, of
proxies from the holders of record of our common stock, par value $.01 per share
("Common Stock"), at the close of business on May 23, 2003, for use in voting at
the Annual Meeting of Shareholders (the "Annual Meeting") to be held at the
Houston Marriott North, 225 North Sam Houston Parkway East, Houston, Texas at
10:00 a.m., local time, on July 17, 2003, and any adjournment or postponement
thereof.
This Proxy Statement, the attached proxy card and our Annual Report for
the fiscal year ended January 31, 2003 are being mailed together on or about
June 12, 2003, to each of our shareholders entitled to notice of and to vote at
the Annual Meeting. Our principal place of business is located at 8141 SH 75
South, P.O. Box 1175, Huntsville, Texas 77342.
Properly executed proxies will be voted as directed. If no direction is
indicated therein, proxies received in response to this solicitation will be
voted FOR: (i) the election of each of the five individuals nominated for
election as directors; (ii) the ratification of the selection of Hein +
Associates LLP as our independent auditors for the fiscal year ending January
31, 2004; and (iii) as recommended by our Board of Directors with regard to any
other matters, or if no recommendation is given, at the discretion of the
appointed proxies.
Any proxy given on the enclosed proxy card may be revoked by the
applicable shareholder at any time before it is voted by (i) providing us with a
written revocation notice or another proxy card or other form of proxy bearing a
later date (in each case, delivered to our principal place of business at 8141
SH 75 South, P.O. Box 1175, Huntsville, Texas 77342, marked "Proxy Information
Enclosed, Attention: Corporate Secretary") or (ii) by attending and voting in
person at the Annual Meeting. Attendance at the Annual Meeting will not, in
itself, constitute revocation of a completed and delivered proxy card.
The solicitation of proxies will be conducted by mail and we will bear
all costs associated with such solicitation, which we anticipate will cost
approximately $9,000. In addition to the direct expenses of preparing and
mailing the solicitation materials in connection with the Annual Meeting, we
will reimburse brokerage houses, custodians, nominees and fiduciaries for all
reasonable out-of-pocket expenses incurred in connection with the forwarding of
our solicitation materials to the beneficial owners of Common Stock. In
addition, we may conduct further solicitations of proxies in person or by
telephone through our directors, officers and employees, none of whom will
receive any additional salary or compensation for assisting in the solicitation
of proxies.
VOTING OF SECURITIES
Our Board of Directors has fixed the close of business on May 23, 2003,
as the record date for determining the holders of shares of Common Stock
entitled to notice of and to vote at the Annual Meeting. As of the close of
business on May 23, 2003, there were 8,742,801 issued and outstanding shares of
Common Stock, each of which is entitled to one vote on each item of business to
be conducted at the Annual Meeting.
Our Amended and Restated Bylaws provide that the presence at the Annual
Meeting, either in person or by proxy, of the holders of a majority of the
outstanding shares of Common Stock will constitute a quorum for the transaction
of business. Assuming such a majority is present, the election of directors will
require a plurality of the votes cast at the Annual Meeting. The ratification of
the selected independent auditors will require the affirmative vote of a
majority of the total shares of Common Stock voting for or against or expressly
abstaining at the Annual Meeting. Abstentions from and broker non-votes on the
proposal to elect directors will be counted for purposes of determining the
presence of a quorum, but will not be included in the total shares voted for or
against any nominee. A broker non-vote occurs if a broker or other nominee
holding shares of Common Stock for a beneficial owner does not vote on a
proposal because the broker or nominee does not have discretionary authority to
vote the applicable shares of Common Stock and has not received instructions
from the beneficial owner with respect to how to vote such shares of Common
Stock on the particular item of business. Abstentions from any item of business
other than the election of directors will have the same legal effect as a vote
against the applicable proposal, but a broker non-vote will not be counted for
purposes of determining whether a majority vote is achieved with respect to the
ratification of the selected independent auditors or any other item of business
properly coming before the Annual Meeting.
For a period of 10 days prior to the Annual Meeting, a list of the
shareholders entitled to vote at the Annual Meeting will be available for
inspection during normal business hours at our principal place of business,
which is located at 8141 SH 75 South, P.O. Box 1175, Huntsville, Texas 77342.
2
PRINCIPAL HOLDERS OF SECURITIES AND SECURITY OWNERSHIP
OF MANAGEMENT
PRINCIPAL HOLDERS OF SECURITIES. The following table sets forth the
beneficial ownership of the outstanding shares of Common Stock as of May 23,
2003, with respect to each person we know to be the beneficial owner of 5% or
more of the outstanding shares of Common Stock. All persons listed have sole
disposition and voting power with respect to the indicated shares except as
otherwise indicated in the footnotes below the table.
NAME AND ADDRESS COMMON STOCK
OF BENEFICIAL OWNER BENEFICIALLY OWNED
------------------- --------------------------------------
NUMBER OF SHARES PERCENT OF CLASS
---------------- ----------------
Billy F. Mitcham, Jr. ........................ 648,216(1) 7.2%
P. O. Box 1175
Huntsville, Texas 77342
R. Chaney & Partners IV L.P. ................. 1,274,300(2) 14.6%
909 Fannin, Suite 1275
Two Houston Center
Houston, Texas 77010
Dimensional Fund Advisors, Inc. .............. 661,700(3) 7.6%
1299 Ocean Avenue, 11th Floor
Santa Monica, California 90401
Stuart Sternberg ............................. 929,000(4) 10.6%
c/o Spear Leeds & Kellogg
120 Broadway
New York, New York 10271
----------
(1) Includes 275,000 shares of Common Stock owned directly by Billy F. Mitcham,
Jr. and an aggregate of 134,634 shares owned by Billy F. Mitcham, Sr.
(77,040 shares) and two trusts established for the benefit of the sons of
Mr. Mitcham, Jr. (the "Mitcham Children's Trusts") (57,594 shares), as to
which Mr. Mitcham, Jr. has sole voting rights under a Voting Agreement.
Also includes shares underlying currently exercisable options, and options
that will become exercisable within 60 days, to purchase an aggregate of
238,582 shares of Common Stock, as follows: Billy F. Mitcham, Jr. (192,832
shares) and Billy F. Mitcham, Sr. (45,750 shares).
(2) As of November 6, 1998, based upon information contained in a Form 4, filed
jointly by R. Chaney & Partners IV L.P. ("Fund IV"), R. Chaney & Partners
III L.P. ("Fund III"), R. Chaney Investments, Inc. ("Investments") and R.
Chaney & Partners, Inc. ("Partners") with the United States Securities and
Exchange Commission (the "SEC"). The Form 4 indicates that Fund IV
beneficially owns and has sole disposition and voting power over 1,009,300
shares and Fund III beneficially owns and has sole disposition and voting
power over 265,000 shares. Investments is the sole general partner of Fund
IV, Partners is the sole general partner of Fund III and Robert H. Chaney
is the sole shareholder of Investments and Partners.
(3) As of December 31, 2002, based upon information contained in a Schedule
13G/A, dated February 3, 2003, filed with the SEC by Dimensional Fund
Advisors, Inc. ("Dimensional"). All securities reported in the Schedule
13G/A filed by Dimensional are owned by certain of its clients, none of
which is known by Dimensional to own more than 5% of the outstanding shares
of Common Stock.
(4) As of March 14, 2003, based upon information contained in a Schedule 13G,
dated March 19, 2003, filed with the SEC by Stuart Sternberg.
3
SECURITY OWNERSHIP OF MANAGEMENT. The following table sets forth the
beneficial ownership of Common Stock as of May 23, 2003, by (i) each executive
officer whose total annual salary and bonus exceeded $100,000 in the fiscal year
ended January 31, 2003; (ii) each director and nominee; and (iii) all directors
and executive officers as a group. All persons listed have sole disposition and
voting power with respect to the indicated shares except as otherwise indicated
in the footnotes below the table.
COMMON STOCK
BENEFICIALLY OWNED
--------------------------------------
NAME OF BENEFICIAL OWNER NUMBER OF SHARES PERCENT OF CLASS
---------------- ----------------
Billy F. Mitcham, Jr. ................................ 648,216(1) 7.2%
William J. Sheppard .................................. 50,427(2) *
P. Blake Dupuis ...................................... 145,500(3) 1.6%
Christopher C. Siffert ............................... 55,000(4) *
Paul Guy Rogers ...................................... 10,000(4) *
R. Dean Lewis ........................................ 42,000(4) *
John F. Schwalbe ..................................... 44,000(4) *
Peter H. Blum ........................................ 269,803(5) 3.1%
All directors and executive officers as a group
(8 persons) ....................................... 1,264,946(6) 13.5%
----------
*Less than 1%
(1) Includes 275,000 shares of Common Stock owned directly by Billy F.
Mitcham, Jr. and an aggregate of 134,634 shares owned by Billy F.
Mitcham, Sr. (77,040 shares) and the Mitcham Children's Trusts (57,594
shares), as to which Mr. Mitcham, Jr. has sole voting rights under a
Voting Agreement. Also includes shares underlying currently
exercisable options, and options that will become exercisable within
60 days of May 23, 2003, to purchase an aggregate of 238,582 shares of
Common Stock, as follows: Billy F. Mitcham, Jr. (192,832 shares) and
Billy F. Mitcham, Sr. (45,750 shares).
(2) Includes 50,000 shares underlying currently exercisable options.
(3) Includes 135,500 shares underlying currently exercisable options.
(4) Represents shares underlying currently exercisable options.
(5) Includes 30,000 shares underlying currently exercisable options,
22,624 shares underlying currently exercisable warrants, and 2,000
shares owned by Mr. Blum's spouse's IRA.
(6) Includes shares underlying currently exercisable options and warrants,
and options that will become exercisable within 60 days, to purchase
an aggregate of 627,706 shares of Common Stock, as follows: the
238,582 shares referred to in footnote (1) above, and an aggregate of
389,124 shares attributable to William J. Sheppard (50,000 shares), P.
Blake Dupuis (135,500 shares), Christopher C. Siffert (55,000 shares),
Paul Guy Rogers (10,000 shares), R. Dean Lewis (42,000 shares), John F.
Schwalbe (44,000 shares) and Peter H. Blum (30,000 shares - options; and
22,624 shares - warrants).
4
ELECTION OF DIRECTORS
Five individuals will be elected at the Annual Meeting to serve as
directors until the next annual meeting or until their respective successors are
elected and qualified. Shares or proxies may not be voted for more than five
director nominees. All of the director nominees are currently serving on our
Board of Directors.
Mr. William J. Sheppard, a valued member of our Board of Directors
since 1994, resigned as a director effective January 22, 2003. See "Certain
Transactions and Relationships - Resignation of William J. Sheppard." In
connection with Mr. Sheppard's resignation, on February 4, 2003, the remaining
members of our Board of Directors, acting pursuant to the board's authority
under Section 2 of Article III of our Amended and Restated Bylaws, adopted a
resolution decreasing the number of directorships comprising our Board of
Directors from six to five.
The persons appointed as proxies in the enclosed proxy card will vote
such proxy "FOR" the persons nominated for election to our Board of Directors,
except to the extent authority to vote is expressly withheld with respect to one
or more nominees. If any nominee is unable to serve as a director for any
reason, all shares represented by proxies pursuant to the enclosed proxy card,
absent contrary instructions, will be voted for any substitute nominee
designated by our Board of Directors.
OUR BOARD OF DIRECTORS RECOMMENDS A VOTE "FOR" THE ELECTION OF EACH OF
THE DIRECTOR NOMINEES IDENTIFIED BELOW.
INFORMATION ABOUT NOMINEES FOR DIRECTOR AND EXECUTIVE OFFICERS. The
following states the present position, principal occupation and age for each
director nominee and each of our executive officers, and, for our executive
officers serving as directors, the year in which each was first elected as a
director (each having continuously served since first being elected). Messrs.
Siffert and Rogers are not directors or nominees.
NAME PRINCIPAL OCCUPATION AGE DIRECTOR SINCE
---------------------- --------------------------------------------------------------- ------- --------------
Billy F. Mitcham, Jr. Chairman of the Board, President and Chief Executive 55 1987
Officer. Mr. Mitcham has more than 20 years of experience in
the geophysical industry. From 1979 to 1987, he served in
various management capacities with Mitcham Associates, an
unrelated equipment leasing company. From 1975 to 1979, Mr.
Mitcham served in various capacities with Halliburton
Services, primarily in oilfield services.
P. Blake Dupuis Chief Operating Officer, Chief Financial Officer and 49 2000
Secretary and a director. From September 1996 to July 1998,
Mr. Dupuis served as Chief Financial Officer of UTI Energy
Corp. From April 1996 to September 1996, Mr. Dupuis served
as Chief Financial Officer of Adcor-Nicklos Drilling Company
and from December 1993 to April 1996, he served as Chief
Financial Officer of Coastwide Energy Services, Inc. Mr.
Dupuis is a Certified Public Accountant.
5
NAME PRINCIPAL OCCUPATION AGE DIRECTOR SINCE
----------------------- --------------------------------------------------------------- ------- --------------
Peter H. Blum Since November 1998, Mr. Blum has been President of Bear 46 2000
Ridge Capital, L.L.C., a private investment banking firm.
From June 1998 until March 2003, Mr. Blum served as Director,
and from September 2001 until March 2003 as Executive Vice
President, of Mallon Resources Corporation, an oil and gas
exploration and production company that merged with Black
Hills Corporation on March 10, 2003. During 1997 and 1998,
Mr. Blum served as Senior Managing Director of GBI Capital
Management, now known as Landenburg Thalman Capital
Management. From December 1996 through 1997, Mr. Blum was a
Managing Director and head of the energy group at Rodman &
Renshaw.
R. Dean Lewis Dr. Lewis is the Dean of the Business School at Sam Houston 59 1995
State University and has served in this capacity since
October 1995. From 1987 to October 1995, Dr. Lewis was the
Associate Dean and Professor of Marketing at Sam Houston
State University. Prior to 1987, Dr. Lewis held a number of
executive positions in the banking and finance industries.
John F. Schwalbe Mr. Schwalbe has been a Certified Public Accountant in 59 1994
private practice since 1978, with primary emphasis on tax
planning, consultation, and compliance.
Christopher C. Siffert Vice President - Corporate Controller. From November 1994 to 35 ____
January 1998, Mr. Siffert served as Internal Audit Manager
for Houston Cellular Telephone Company and from July 1990 to
November 1994 he was employed by Arthur Andersen LLP as a
Senior Audit Supervisor. Mr. Siffert is a Certified Public
Accountant.
Paul Guy Rogers Vice President - Business Development. Mr. Rogers has 10 53 ____
years experience in the geophysical industry. Prior to
joining Mitcham, Mr. Rogers was employed by Geo Space LP, a
worldwide manufacturer of geophysical equipment, with
responsibilities for sales in the United States and Latin
America.
6
MEETINGS AND COMMITTEES OF THE BOARD
During the fiscal year ended January 31, 2003, our Board of Directors
held five meetings. Our Board of Directors has appointed an Audit Committee and
a Compensation Committee, but has not appointed a Nominating Committee.
AUDIT COMMITTEE. The Audit Committee, which is comprised of Messrs.
Schwalbe, Lewis and Blum, held four meetings during the fiscal year ended
January 31, 2003. The Audit Committee operates under a written charter adopted
by our Board of Directors. For more information regarding the functions of the
Audit Committee, see "Audit Committee Report."
COMPENSATION COMMITTEE. The Compensation Committee, which is comprised
of Messrs. Schwalbe, Lewis and Blum, held two meetings during the fiscal year
ended January 31, 2003. The functions of the Compensation Committee are to: (1)
review our general compensation strategy; (2) recommend the salaries and bonuses
of our executive officers; and (3) review and administer our stock option plans.
For more information regarding the Compensation Committee, see "Compensation
Committee Report on Executive Compensation."
ATTENDANCE AT MEETINGS. During the fiscal year ended January 31, 2003,
each director attended all meetings of the Board and all meetings of the
committees on which he served.
COMPENSATION OF DIRECTORS
CASH COMPENSATION. We pay each of our non-employee directors an annual
fee of $16,000 for their services as directors. Additionally, we reimburse our
directors for their reasonable out-of-pocket expenses incurred in connection
with their attendance at board and committee meetings.
STOCK OPTIONS. In addition to their cash compensation, our non-employee
directors are eligible, at the discretion of our full Board of Directors, to
receive discretionary grants of stock options under our 2000 Stock Option Plan.
For the fiscal year ending January 31, 2003, each of our non-employee directors
was awarded options to purchase 20,000 shares of Common Stock, which options
will vest in full on August 15, 2003 (the first anniversary of the grant date).
7
EXECUTIVE COMPENSATION
The following table shows all compensation earned for services rendered
during the fiscal years ended January 31, 2001, 2002 and 2003 by our Chief
Executive Officer and each of our other executive officers (collectively, the
"Named Executives").
SUMMARY COMPENSATION TABLE
LONG-TERM
ANNUAL COMPENSATION COMPENSATION
------------------------------------------------ --------------
SHARES
FISCAL YEAR UNDERLYING
NAME AND ENDED OPTIONS ALL OTHER
PRINCIPAL POSITION JANUARY 31, SALARY($) BONUS($) GRANTED(#) COMPENSATION($)
---------------------------------- -------------- -------------- -------------- -------------- ----------------
Billy F. Mitcham, Jr. 2003 245,931 0 85,000 0
Chairman of the Board, 2002 228,098 20,000 80,000 0
President and Chief 2001 201,379 50,000 45,000 0
Executive Officer
William J. Sheppard 2003 123,249 0 10,000 0
Executive Vice 2002 118,412 5,000 20,000 0
President - 2001 108,665 25,000 30,000 0
International Operations
P. Blake Dupuis 2003 160,833 0 45,000 0
Chief Operating Officer 2002 144,295 15,000 30,000 0
and Chief Financial 2001 128,373 35,000 45,000 0
Officer
Christopher C. Siffert 2003 100,417 0 15,000 0
Vice President - 2002 95,779 10,000 15,000 0
Corporate Controller 2001 86,373 20,000 20,000 0
Paul Guy Rogers(1) 2003 110,607 0 20,000 0
Vice President - 2002 27,397 5,000 10,000 0
Business Development
----------
(1) Mr. Rogers joined us on October 23, 2001.
8
OPTION GRANTS IN LAST FISCAL YEAR. The following table sets forth
information concerning stock option grants made in the fiscal year ended January
31, 2003 to the Named Executives. There were no grants of stock appreciation
rights to the Named Executives during the fiscal year ended January 31, 2003.
INDIVIDUAL GRANTS
----------------------------------------------------------------------
POTENTIAL REALIZABLE
VALUE AT ASSUMED ANNUAL
NUMBER OF % OF TOTAL RATE OF STOCK PRICE
SECURITIES OPTIONS APPRECIATION FOR OPTION
UNDERLYING GRANTED TO EXERCISE OR OPTION TERM(2)
OPTIONS EMPLOYEES IN BASE PRICE EXPIRATION ---------------------------
NAME GRANTED(#) FISCAL YEAR ($/SH) DATE 5%($) 10%($)
---- ---------------- ------------- -------------- ------------ ------------ ------------
Billy F. Mitcham, Jr. 85,000(1) 20.7 1.99 08/15/12 106,378 269,582
William J. Sheppard 10,000(1) 2.4 1.99 12/01/05(3) 12,515 31,715
P. Blake Dupuis 45,000(1) 11.0 1.99 08/15/12 56,318 142,720
Christopher C. Siffert 15,000(1) 3.7 1.99 08/15/12 18,773 47,573
Paul Guy Rogers 20,000(1) 4.9 1.99 08/15/02 25,030 63,431
----------
(1) The options terminate on the earlier of their expiration date, 10 years
after grant or three months after termination of employment, subject to
certain exceptions. The options become exercisable in three equal annual
installments beginning one year after the grant date, but vesting may be
accelerated on the consummation of a specified change of control.
(2) The indicated 5% and 10% rates of appreciation are provided to comply
with SEC regulations and do not necessarily reflect our views as to
the likely trend in our stock price. Actual gains, if any, on stock
option exercises and the sale of Common Stock holdings will depend on,
among other things, the future performance of our Common Stock and
overall stock market conditions.
(3) The vesting and expiration dates of the 10,000 options granted to Mr.
Sheppard during the fiscal year ended January 31, 2003, were
accelerated in connection with his resignation. See "Certain
Transactions and Relationships - Resignation of William J. Sheppard."
9
OPTION EXERCISES AND YEAR-END OPTION VALUES. The following table
provides information as to options exercised by the Named Executives in the 2003
fiscal year and year-end value of unexercised options held by the Named
Executives.
AGGREGATE OPTION EXERCISES IN 2003 FISCAL YEAR AND
JANUARY 31, 2003 OPTION VALUES
NUMBER OF
SECURITIES VALUE OF
UNDERLYING UNEXERCISED
UNEXERCISED IN-THE-MONEY
OPTIONS AT OPTIONS AT
JANUARY 31, JANUARY 31,
2003(#) 2003($)
---------------- ----------------
SHARES ACQUIRED VALUE EXERCISABLE/ EXERCISABLE/
NAME ON EXERCISE(#) REALIZED($) UNEXERCISABLE UNEXERCISABLE(1)
-------------------------- ---------------- ---------------- ---------------- ----------------
Billy F. Mitcham, Jr. 0 0 151,166/153,334 0 / 0
William J. Sheppard 0 0 152,166/ 23,334 0 / 0
P. Blake Dupuis 0 0 110,500/ 80,000 0 / 0
Christopher C. Siffert 0 0 43,332/ 31,668 0 / 0
Paul Guy Rogers 0 0 10,000/ 20,000 0 / 0
-----------
(1) Value is based on the $1.44 per share closing price of Common Stock on
January 31, 2003, less the exercise price.
10
EMPLOYMENT AGREEMENT. In January 1997, we entered into an employment
agreement with Billy F. Mitcham, Jr., our Chief Executive Officer and Chairman
of the Board. The term of the agreement, which was originally for a period of
five years, is automatically extended for successive one-year periods unless
either party gives written notice of termination at least 30 days prior to the
end of the then-current term. The agreement provides for an annual salary and a
bonus at the discretion of our Board of Directors.
Mr. Mitcham's employment agreement may be terminated prior to the end
of any extension period: upon his death; if it is determined that he has become
disabled (as defined in the agreement); if he provides three months prior notice
of his desire to resign; or if we provide him with notice of termination without
cause (as defined in the agreement). In addition, Mr. Mitcham's employment
agreement may be terminated before the end of the then-current term if our Board
of Directors determines that he has: breached the agreement in any material
respect; misappropriated a material business opportunity available to us;
engaged in fraud or dishonesty with respect to our business; or been convicted
of, or indicted for, any felony criminal offense or any crime punishable by
imprisonment. If Mr. Mitcham terminates his employment within 60 days following
(i) a material reduction in his duties and responsibilities occurring without
his consent or (ii) a reduction in, or our failure to pay when due, any portion
of his salary, Mr. Mitcham will be entitled to payments equal to $450,000,
payable ratably over the 24 months following his termination of his employment.
For a period of two years after the termination of the agreement, Mr.
Mitcham is prohibited from engaging in any business activities which are
competitive with our business and from diverting any of our customers to a
competitor. We have not entered into employment agreements with any of our other
executive officers.
CHANGE OF CONTROL AND SEVERANCE AGREEMENT. In February 1999, we entered
into a severance and change of control agreement with P. Blake Dupuis, our Chief
Operating Officer and Chief Financial Officer and a director. Under the terms of
the agreement, if Mr. Dupuis' employment terminates during the 24-month period
immediately following a change of control (as defined in the agreement) (such
period, the "Protection Period") other than as a result of (i) his voluntary
resignation, other than for "good reason" (as defined in the agreement), (ii)
his retirement, (iii) a termination for "cause" (as defined in the agreement) or
(iv) by reason of his death or disability, Mr. Dupuis will be entitled to
receive certain severance payments and other benefits. The severance payment
amount, payable ratably over the 24 months after termination, will be equal to
two times Mr. Dupuis' annual base salary on the effective date of the change of
control or the date of the termination of employment. In addition, Mr. Dupuis
will be entitled to receive continued medical and dental coverage under our
applicable employee benefit plans (to the extent permitted by law or by the plan
carriers) for the remaining portion of the Protection Period after the
termination of his employment is effective, subject to earlier termination of
such coverage if he becomes eligible to obtain comparable coverage from a
subsequent employer. In addition, any stock options and restricted stock awarded
to Mr. Dupuis that have not fully vested shall accelerate and immediately become
fully vested. The term of the agreement, which was originally through December
31, 2001, is automatically extended for successive one-year periods unless we
provide Mr. Dupuis with prior written notice that we are terminating the
agreement.
11
COMPENSATION COMMITTEE REPORT ON EXECUTIVE COMPENSATION
Our executive compensation program is designed to attract, motivate and
retain talented management personnel and to reward management for our successful
financial performance and for increasing shareholder value. Our executive
compensation has three components: base salaries, annual performance bonuses and
long-term incentive stock-based awards.
BASE SALARIES. We determine the salary ranges for our executive
officers based upon their responsibilities and the salary levels of similarly
positioned officers in comparable companies. Our philosophy has been to
establish base salaries in the median area of the range of such salaries at
comparable companies, because we consider long-term stock-based compensation to
be more important than annual base salaries in aligning the executive's
financial rewards to the shareholders' financial interests for the long term.
The Compensation Committee's practice has been to review the base salaries of
our officers at the regular July meeting of the Board of Directors. At our July
18, 2002 meeting, we increased Mr. Mitcham's base salary by 4%. Our
considerations regarding Mr. Mitcham's base salary level take into account his
unique and recognized leadership position in the seismic industry. We increased
the base salaries of the other Named Executives by an average of 12%.
Presently, the annual base salary for our named executive officers is
as follows:
Name Title Salary
------------------------ ---------------------------- ---------
Billy F. Mitcham, Jr. President and $ 250,000
Chief Executive Officer
P. Blake Dupuis Chief Operating Officer $ 190,000
and Chief Financial Officer
Christopher C. Siffert Vice President - $ 105,000
Corporate Controller
Paul Guy Rogers Vice President - $ 108,000
Business Development
ANNUAL PERFORMANCE BONUSES. Annual bonuses are awarded using a
qualitative analysis. In making our determination of whether to award an annual
bonus and the amount of the bonus, we consider several factors, including our
financial performance in relation to planned expectations and level of
responsibility or duties, successful completion of particular projects or
acquisition and implementation of new technical knowledge. For fiscal 2003, we
determined that uncertain future industry condition precluded us from granting
discretionary bonus awards.
LONG-TERM STOCK-BASED COMPENSATION. We believe that a substantial
percentage of executive compensation should be tied to equity-based plans and
thereby directly related to improvement in shareholder value over the long term.
In determining the number of options to grant, we make a subjective
determination based on the same factors as we do in determining bonuses. For
fiscal 2003, we approved the grant to executive officers of the options shown in
the Summary Compensation Table for that fiscal year, which vest ratably over
three years.
The Compensation Committee
John F. Schwalbe
R. Dean Lewis
Peter H. Blum
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PERFORMANCE GRAPH - CUMULATIVE TOTAL RETURN
The following graph compares our Common Stock's cumulative total return
for the period beginning January 31, 1998, through January 31, 2003, to the
cumulative total return on (i) the S&P's Smallcap 600 stock index and (ii) an
index of peer companies we selected. In the past, we have provided a comparison
of the cumulative total return on our Common Stock to the S&P Oil and Gas
(Drilling & Equipment) index, and the following performance graph compares the
cumulative total return on our Common Stock to the cumulative total return on
that index for the period from January 31, 1998, through January 31, 2002.
Because the S&P Oil and Gas (Drilling and Equipment) index was discontinued in
2002, we cannot provide a comparison of our Common Stock's cumulative total
return to the cumulative total return of the S&P Oil and Gas (Drilling and
Equipment) index for the period from January 31, 2002, to January 31, 2003, and
have substituted an index of peer companies for comparison purposes. The
cumulative total return assumes that the value of an investment in our Common
Stock and each index was $100 at January 31, 1998, and that all dividends were
reinvested.
COMPARISON OF CUMULATIVE TOTAL RETURNS
(PERFORMANCE GRAPH)
1/31/98 1/31/99 1/31/00 1/31/01 1/31/02 1/31/03
---------- ---------- ---------- ---------- ---------- ----------
Mitcham Industries, Inc. $ 100.00 $ 22.49 $ 20.07 $ 29.76 $ 23.53 $ 7.97
S&P Smallcap 600 $ 100.00 $ 99.39 $ 109.64 $ 131.92 $ 135.94 $ 111.10
S&P Oil & Gas (Drilling &
Equipment) $ 100.00 $ 64.95 $ 90.12 $ 120.37 $ 74.34 N/A
Peer Company Index $ 100.00 $ 37.07 $ 40.44 $ 60.07 $ 36.42 $ 16.87
The index of peer companies consists of: Compagnie Generale de
Geophysique (NYSE: GGY), Dawson Geophysical Company (NASDAQ: DWSN),
Input/Output, Inc. (NYSE: IO), Omni Energy Services Corp. (NASDAQ: OMNI) and
Veritas DGC, Inc. (NYSE: VTS).
13
CERTAIN TRANSACTIONS AND RELATIONSHIPS
VOTING AGREEMENT. Effective September 20, 1993, we entered into a
Voting Agreement (the "Voting Agreement") with Billy F. Mitcham, Jr., Billy F.
Mitcham, Sr., Paul C. Mitcham and the Mitcham Children's Trusts. Under the
Voting Agreement, Mr. Mitcham, Jr. has the authority to vote all shares of
Common Stock held by the parties to the agreement, which, as of May 23, 2003
includes 275,000 shares owned directly by Mr. Mitcham Jr. and an additional
134,634 shares owned by the other parties, representing 3.1% and 1.5%,
respectively (for an aggregate of 4.7%), of the shares of Common Stock
outstanding on such date. See "Principal Holders of Securities and Security
Ownership of Management."
The Voting Agreement will terminate on the first to occur of (i) the
agreement of the parties, (ii) the transfer by the parties thereto of their
shares or (iii) the expiration of 25 years. As of May 23, 2003, Paul C. Mitcham
no longer held any shares of Common Stock.
RESIGNATION OF WILLIAM J. SHEPPARD. William J. Sheppard resigned his
directorship on January 22, 2003, and resigned as an executive officer and
employee effective January 31, 2003. In connection with Mr. Sheppard's
separation from employment, we entered into an agreement with him pursuant to
which we engaged Mr. Sheppard as a consultant first, from February 1, 2003
through July 31, 2003, at a cost of $10,000 per month, which is substantially
equivalent to his base salary at the time of his resignation, and again, from
January 1, 2004 through December 31, 2004, at a cost of $5,000 per month, and
agreed to pay his COBRA premiums through January 31, 2004. In addition, we
agreed to extend the term of stock options previously granted to Mr. Sheppard to
purchase an aggregate of 50,000 shares to December 1, 2005, and to accelerate
the vesting of options to purchase 10,000 of those 50,000 shares that had not
yet vested at the effective date of his resignation.
AUDIT COMMITTEE REPORT
The primary purpose of the Audit Committee is to assist our Board of
Directors in the general oversight of our financial reporting process. The Audit
Committee's purpose is more fully described in its written charter, a copy of
which was attached to our Proxy Statement for the fiscal year ended January 31,
2001, which was filed with the SEC on May 31, 2001. The current members of the
Audit Committee are Messrs. Schwalbe, Lewis and Blum, all of which have been
determined by our Board of Directors to be independent directors for purposes of
the listing standards of the Nasdaq National Market.
Management is responsible for the preparation, presentation and
integrity of our financial statements and the internal controls and procedures
relating to the reporting process. Our independent auditors, Hein + Associates
LLP, are responsible for auditing our consolidated financial statements and
expressing an opinion as to the conformity of those financial statements to
generally accepted accounting principles.
In connection with its oversight function, the Audit Committee has:
o reviewed and discussed our audited financial statements as of and
for the year ended January 31, 2003, with our management;
o discussed with Hein + Associates LLP the matters required to be
discussed by Statement on Auditing Standards No. 61 (Communication
with Audit Committees);
o considered whether and determined that the provision by Hein +
Associates LLP of certain non-audit services during the year ended
January 31, 2003 was compatible with
14
maintaining the accountants' independence (See "Fees and Expenses
of Hein + Associates LLP" below); and
o received the written disclosures and the letter from Hein +
Associates LLP required by Independence Standards Board Standard
No. 1 (Independence Discussions with Audit Committee), and has
discussed with the accountants of Hein + Associates LLP the
accountants' independence.
Based on the reviews and discussions referred to above, the Audit
Committee recommended to our Board of Directors that our audited financial
statements be included in our Annual Report on Form 10-K for the year ended
January 31, 2003.
The Audit Committee
John F. Schwalbe
R. Dean Lewis
Peter H. Blum
FEES AND EXPENSES OF HEIN + ASSOCIATES LLP
Audit Fees. The aggregate fees for professional services rendered to us
by Hein + Associates LLP for the audit of our annual financial statements for
the fiscal year ended January 31, 2003, and for the reviews of the financial
statements included in our quarterly reports on Form 10-Q filed during such
fiscal year, were $100,375.
Financial Information Systems Design and Implementation Fees. During
the fiscal year ended January 31, 2003, Hein + Associates LLP did not provide us
with any information technology services relating to financial information
systems design and implementation.
All Other Fees. During the fiscal year ended January 31, 2003, the
aggregate fees billed by Hein + Associates LLP for services rendered to us,
other than the services described above under the caption Audit Fees, were
$92,264, all of which were incurred in connection with tax-related matters.
RATIFICATION OF SELECTION OF INDEPENDENT AUDITORS
Hein + Associates LLP has served as our independent auditors since
1993. In accordance with the recommendation of the Audit Committee, our Board of
Directors has selected Hein + Associates LLP as the independent auditors to
audit our books, records and accounts for the fiscal year ending January 31,
2004.
One or more representatives of Hein + Associates LLP are expected to be
present at the Annual Meeting and will have the opportunity to make a statement
if they desire to do so. The representatives of Hein + Associates LLP are
expected to be available to respond to appropriate questions.
OUR BOARD OF DIRECTORS RECOMMENDS A VOTE "FOR" THE RATIFICATION OF THE
SELECTION OF HEIN + ASSOCIATES LLP AS OUR INDEPENDENT AUDITORS FOR THE FISCAL
YEAR ENDING JANUARY 31, 2004.
ANNUAL REPORT
Our Annual Report covering the fiscal year ended January 31, 2003,
accompanies this Proxy Statement. Except for the financial statements included
in the Annual Report that are specifically
15
incorporated by reference herein, the Annual Report is not incorporated in this
Proxy Statement and is not to be deemed part of this proxy soliciting material.
Additional copies of the Annual Report are available upon request.
OTHER MATTERS
COMPLIANCE WITH SECTION 16(a) OF THE EXCHANGE ACT. Section 16(a) of the
Exchange Act requires our directors, executive officers and persons who own more
than 10% of our outstanding Common Stock to file initial reports of ownership
and changes in ownership of Common Stock with the SEC. Reporting persons are
required by SEC regulations to furnish us with copies of all Section 16(a) forms
they file. Based solely on our review of the copies of reports we received, we
believe that all filings required to be made under Section 16(a) were timely
made.
OTHER MATTERS. As of June 12, 2003, the Board of Directors knows of no
other business to be presented at the Annual Meeting. If any other matter
properly comes before the meeting, however, it is intended that the persons
named in the accompanying proxy will vote such proxy in accordance with the
discretion and instructions of our Board of Directors.
SUBMISSION OF SHAREHOLDER PROPOSALS
Shareholders wishing to submit proposals for consideration by our Board
of Directors at our 2004 Annual Meeting of Shareholders should submit them to us
in writing (marked "Shareholder Proposal, Attention: Corporate Secretary") no
later than February 10, 2004, so that we may consider the proposal for inclusion
in our proxy statement and form of proxy for that meeting.
A shareholder who wishes to make a proposal at the 2004 Annual Meeting
of Shareholders without complying with the requirements of Rule 14a-8 (and
therefore without including the proposal in our proxy materials) must notify us
of the proposal by April 28, 2004. If a shareholder fails to timely give notice
of a potential proposal, then the persons named as proxies in the proxy cards
solicited by our Board of Directors for that meeting will be entitled to vote
the proxy cards held by them regarding that proposal, if properly raised at the
meeting, in their discretion or as directed by our management.
By Order of the Board of Directors,
P. Blake Dupuis
Secretary
June 12, 2003
16
MITCHAM INDUSTRIES, INC.
PROXY SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS
FOR THE ANNUAL MEETING OF SHAREHOLDERS TO BE HELD JULY 17, 2003
P The proxies appointed on the following page are directed to vote as
specified below, and in their discretion, on all other matters coming
before the meeting. If no instructions are given, the proxy will vote
"FOR" all director nominees listed below and "FOR" the ratification of
the selection of independent auditors. This proxy is solicited by the
Board of Directors of Mitcham Industries, Inc.
R 1. ELECTION OF DIRECTORS -- Billy F. Mitcham, Jr., P. Blake
Dupuis, R. Dean Lewis, John F. Schwalbe and Peter H. Blum.
O [ ] Vote FOR all nominees listed above, except
vote withheld from (to withhold authority to
vote for any individual nominee, write in
the names on the line below:)
--------------------------------------------------------
X [ ] Vote WITHHELD from all nominees
Y 2. RATIFICATION OF SELECTION OF INDEPENDENT AUDITORS
[ ] FOR [ ] AGAINST [ ] ABSTAIN
[ ] I plan to attend the meeting.
PLEASE SIGN, DATE AND RETURN THE FOLLOWING PROXY CARD
PROMPTLY, USING THE ENCLOSED ENVELOPE.
MITCHAM INDUSTRIES, INC.
PROXY SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS
FOR THE ANNUAL MEETING OF SHAREHOLDERS TO BE HELD JULY 17, 2003
The undersigned hereby appoints Billy F. Mitcham, Jr. and P. Blake Dupuis, and
each of them, as attorneys and proxies of the undersigned, with power of
substitution, to represent the undersigned at the Annual Meeting of Shareholders
of Mitcham Industries, Inc. to be held July 17, 2003, and at any adjournment or
postponement thereof, and to vote all shares of common stock which the
undersigned is entitled to vote on all matters coming before said meeting.
Dated:________________________, 2003
-------------------------------------------
Signature
-------------------------------------------
Signature if held jointly
THIS PROXY MUST BE SIGNED EXACTLY
AS THE SHAREHOLDER'S NAME APPEARS HEREON.
Executors, administrators, trustees, etc.,
should give full title as such. If the
shareholder is a corporation, please sign
full corporate name by duly authorized
officer. If shareholder is a partnership,
please sign partnership name by authorized
person.