UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
Date of Report: (Date of earliest event reported): June 4, 2009
ION Geophysical Corporation
(Exact name of registrant as specified in its charter)
| |
|
|
|
|
Delaware
(State or other jurisdiction of
incorporation)
|
|
1-12691
(Commission file number)
|
|
22-2286646
(I.R.S. Employer Identification No.) |
2105 CityWest Blvd, Suite 400
Houston, Texas 77042-2839
(Address of principal executive offices, including Zip Code)
(281) 933-3339
(Registrant’s telephone number, including area code)
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:
| o |
|
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| |
| o |
|
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| |
| o |
|
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17
CFR 240.14d-2(b)) |
| |
| o |
|
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17
CFR 240.13e-4(c)) |
TABLE OF CONTENTS
Item 7.01. Regulation FD Disclosure.
On June 4, 2009, ION Geophysical Corporation (the “Company”) issued a news release
announcing the closing of the private placement of an aggregate of 18,500,000 shares of the
Company’s common stock at a purchase price per share of $2.20, representing total gross proceeds of
approximately $40.7 million, and the Company’s view of its estimated ranges for 2009 results of
operations. A copy of the press release is attached as Exhibit 99.1.
The information contained in this Item 7.01 and Exhibit 99.1 of this report (i) is
not to be considered “filed” under the Securities Exchange Act of 1934, as amended, and (ii) shall
not be incorporated by reference into any previous or future filings made by or to be made by the
Company with the SEC under the Securities Act or the Exchange Act.
Item 9.01 Financial Statements and Exhibits.
| |
(a) |
|
Financial statements of businesses acquired. |
| |
| |
|
|
Not applicable. |
| |
| |
(b) |
|
Pro forma financial information. |
| |
| |
|
|
Not applicable. |
| |
| |
(c) |
|
Shell company transactions. |
| |
| |
|
|
Not applicable. |
| |
| |
(d) |
|
Exhibits. |
| |
|
|
|
|
| Exhibit Number |
|
Description |
| |
|
|
|
|
| |
99.1 |
|
|
Press Release dated June 4, 2009. |