3DX TECHNOLOGIES INC

3DX deregistered its securities, completing its merger into Esenjay Exploration, Inc. and ending its three-year life as a standalone public company.

listing compliance notice

Following the failed Fortune Natural Resources deal, 3DX signed a definitive Plan and Agreement of Merger with Esenjay Exploration, Inc. (NASDAQ: ESNJ) to merge 3DX into Esenjay; 3DX shareholders could choose either 3.25 Esenjay common shares or 2.75 shares of a new Esenjay convertible preferred stock for each 3DX share, subject to both companies' shareholder approval.

business combination

Nasdaq removed 3DX from the SmallCap Market effective April 7, 1999, after the company failed to maintain the required $1.00 minimum closing bid price under a conditional listing exception granted just two weeks earlier; the stock was expected to move to the OTC Bulletin Board.

listing compliance notice

3DX terminated its letter of intent to merge with Fortune Natural Resources Corporation after the parties failed to sign a definitive merger agreement by the December 31, 1998 deadline - the company's first attempted exit from its financial distress fell through.

material agreement termination

3DX signed a non-binding letter of intent to merge into Fortune Natural Resources Corporation: Fortune would issue 0.75 of its own share for each 3DX share (up to 6,865,431 Fortune shares, plus up to 100,000 more), pursuing the "sale or merger" alternative management had flagged two months earlier.

business combination

3DX re-filed its FY1997 financial statements with a new note and an updated audit opinion from Arthur Andersen adding a going-concern qualification: an April 1998 bank covenant violation (forcing $2.0 million of long-term debt to be reclassified as current), a further $6.4 million loss in the first half of 1998, and a $2.8 million working-capital deficit had created "substantial doubt about the Company's ability to continue as a going concern." Management said it might need to cut capital spending or "pursue other financial alternatives, which could include a sale or merger of the Company."

annual report

With cash running low, 3DX sold 1,462,044 shares in a private placement at $1.50/share (about $2.2 million raised) to CWS Limited-Liability Company, Minnowburn Corp. and Susan Morrice, among others - a steep 86% discount to the $11 IPO price 18 months earlier, with antidilution protection for the buyers if the company later sold shares even cheaper.

capital raising announcement

FY1997: net loss widened sharply to $11.0 million (from $2.7 million), driven mainly by a $9,061,240 fourth-quarter impairment of oil and gas properties under full-cost accounting. Cash fell to $1.57 million from $17.5 million a year earlier - the IPO proceeds had been largely spent within one year.

annual report

3DX's IPO priced at $11/share (below the original $13-15 range): 2,400,000 new shares sold by the company plus 100,000 shares sold by existing shareholder Landmark Graphics Corporation (a 3-D seismic software company and technology partner), raising the company about $24.55 million net of underwriting discount, before expenses.

securities registration

3DX Technologies Inc. (Houston, Delaware corp) registered its IPO: 2,500,000 shares at an estimated $13-15/share. 3DX describes itself as a "knowledge-based" oil and gas exploration company built around 3-D seismic imaging technology, pursuing exploration through joint ventures.

securities registration