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): November 27, 2007
ION Geophysical Corporation
(Exact name of registrant as specified in its charter)
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| Delaware
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1-12691
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22-2286646 |
| (State or other jurisdiction of incorporation)
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(Commission file number)
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(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))
Item 3.02 Unregistered Sales of Equity Securities.
On November 27, 2007, ION Geophysical Corporation (the “Company”), in privately negotiated
transactions, completed induced conversions of approximately $52.76 million in aggregate principal
amount of its outstanding 5.50% Convertible Senior Notes due
December 2008 (the “Notes”), into
12,212,964 shares of the Company’s common stock based on the $4.32 per share conversion price under
the Notes. The issuance of the Company’s common stock upon conversion of the Notes was made in
reliance on the exemption from the registration requirements provided under Section 3(a)(9) of the
Securities Act of 1933, as amended.
As a result of these conversions, the Company reduced the outstanding principal amount of the
Notes to approximately $7.24 million. The Company also paid to the converting holders of the
Notes approximately $1.3 million of interest accrued on the
converted Notes. In addition, a supplemental payment of approximately $2.9 million was made to the holders in
lieu of future interest payments on the Notes, resulting in cost savings of approximately $100,000 when compared to the interest payments due in 2008. This
supplemental payment will be charged to expense in the fourth quarter of 2007. After giving effect
to these transactions, the Company’s common shares outstanding
total approximately 93,573,967
shares, which exclude 758,679 shares of unvested restricted
stock held by employees.
A copy of the Company’s press release relating to this event is attached to this Current
Report on Form 8-K as Exhibit 99.1 and is incorporated herein by reference.
The information included in this Current Report on Form 8-K contains forward-looking
statements within the meaning of Section 27A of the Securities Act of 1933 and Section 21E of the
Securities Exchange Act of 1934. These forward-looking statements include statements regarding
estimated amounts of expected charges to be taken in the fourth quarter of fiscal 2007 and interest
savings resulting from the transactions described above. Actual results may vary fundamentally
from those described in these forward-looking statements. All forward-looking statements reflect
numerous assumptions and involve a number of risks and uncertainties. These risks and
uncertainties include the timing and development of the Company’s products and services and market
acceptance of the Company’s new and revised product offerings;
risks associated with competitors’
product offerings and pricing pressures resulting therefrom; the relatively small number of
customers that the Company currently relies upon; the fact that a significant portion of the
Company’s revenues is derived from foreign sales; the risks that sources of capital may not prove
adequate; the Company’s inability to produce products to preserve and increase market share;
collection of receivables; and technological and marketplace changes affecting the Company’s
product line. Additional risk factors, which could affect actual results, are disclosed by the
Company from time to time in its filings with the Securities and Exchange Commission, including its
Annual Report on Form 10-K for the year ended December 31, 2006 and its Quarterly Report on Form
10-Q for the quarter ended June 30, 2007.
Item 9.01 Financial Statements and Exhibits.
(a) Financial statements of businesses acquired.
Not applicable.
(b) Pro forma financial information.
Not applicable.
(c) Exhibits.
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Description |
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99.1
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Press Release dated November 27, 2007. |
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