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UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-QSB/A -------------------- (Mark One) [X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE PERIOD ENDED JULY 31, 1996 [ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE EXCHANGE ACT OF 1934 COMMISSION FILE NUMBER 81164-D -------------------- MITCHAM INDUSTRIES, INC. (Name of small business issuer as specified in its charter) TEXAS 76-0210849 (State or other jurisdiction of (I.R.S. Employer Incorporation or organization) Identification No.) 44000 HIGHWAY 75 SOUTH HUNTSVILLE, TEXAS 77340 (Address of principal executive offices) (409) 291-2277 (Issuer's telephone number) -------------------- Check whether the issuer (1) has filed all reports required to be filed by Section 13 or 15 (d) of the Exchange Act during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes X No --- --- State the number of shares outstanding of each of the issuer's classes of common equity, as of the latest practicable date: 4,378,650 shares of Common Stock, $.01 par value, were outstanding as of SEPTEMBER 6, 1996. Transitional Small Business Disclosure Format (check one): Yes No X --- --- 1 PART II. OTHER INFORMATION ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS Mitcham Industries, Inc. held its 1996 Annual Meeting of Stockholders on June 12, 1996. The purpose of the meeting was to elect seven directors to adopt an amendment to the 1994 Stock Option Plan increasing the number of shares subject to options granted under the plan and to ratify the appointment of Hein + Associates L.L.P. to examine the financial statements for the year ending January 31, 1997. The results of the voting were as follows: ELECTION OF DIRECTORS: FOR WITHHELD --- -------- Billy F. Mitcham, Jr. 2,195,852 400 Paul C. Mitcham 2,194,952 1,300 Roberto Rios 2,195,852 400 William J. Sheppard 2,193,310 2,942 Gordon M. Greve 2,194,852 1,400 Randal D. Lewis 2,194,552 1,700 John F. Schwalbe 2,194,552 1,700 ADOPTION OF AMENDMENT to the 1994 Stock Option Plan to increase the number of shares of Common Stock available for option grants by 100,000. FOR AGAINST ABSTAIN NON-VOTE --------- ------- ------- -------- 3,030,048 152,540 23,489 125,458 RATIFICATION OF APPOINTMENT OF HEIN + ASSOCIATES L.L.P. as the Company's independent certified public accountant 3,321,531 6,560 13,792 - --------- ----- ------ ----- FOR AGAINST ABSTAIN NON-VOTE ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K (a) Exhibits -------- Exhibit 11: Computation of Earnings Per Common and Common Equivalent Share for the six months ended July 31, 1996 and 1995. Exhibit 27: Financial Data Schedule (electronic filing only) 2 (b) Reports on Form 8-K ------------------- On May 14, 1996, the Company filed a Form 8-K on the call for redemption of its publicly traded Common Stock Purchase Warrants ("Warrants"). On June 26, 1996, the Company filed a Form 8-K on the number of warrants exercised and the amount of money raised from the exercise of the warrants. On July 18, 1996, the Company filed a Form 8-K reporting the extension and amendment of its Exclusive Lease Referral Agreement with Input/Output, Inc. ("I/O"). SIGNATURES In accordance with the requirements of the Securities Exchange Act of 1934, the registrant has caused this report to be signed on its behalf by the undersigned, thereunto duly authorized. MITCHAM INDUSTRIES, INC. DATE: NOVEMBER 5, 1996 ROBERTO RIOS CHIEF FINANCIAL OFFICER 3