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 4, 2008
ION Geophysical Corporation
(Exact name of registrant as specified in its charter)
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Delaware
(State or other jurisdiction of incorporation)
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1-12691
(Commission file number)
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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:
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR
240.14d-2(b)) |
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR
240.13e-4(c)) |
TABLE OF CONTENTS
Item 2.02. Results of Operations and Financial Condition
On November 4, 2008, ION Geophysical Corporation (the “Company”) issued a press release
containing information regarding the Company’s results of operations for the quarter ended
September 30, 2008. A copy of the press release is furnished as Exhibit 99.1 hereto.
The information contained in Item 2.02 and Exhibit 99.1 of this report (i) is not to be
considered “filed” under the Securities Exchange Act of 1934, as amended (the “Exchange Act”) 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 Securities and Exchange Commission (“SEC”) under the Securities Act of
1933, as amended, or the Exchange Act.
The information contained in this report and the attached exhibit contains certain
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 concerning the expected impact of restating historical results of operations for certain
accounting periods as described herein, estimated revenues, earnings and earnings per share for
fiscal 2008, expected timing of revenues and growth rates in fiscal 2008, estimated gross margins
and operating expenses for fiscal 2008, future sales and market growth, timing of product
introduction and commercialization, and other statements that are not statements of historical
fact. Actual results may vary materially 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 audit adjustments and other modifications to
the Company’s financial statements not currently foreseen; unanticipated delays in 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 the economic downturn and the volatile credit
environment; risks associated with the integration of ARAM’s business; risks associated with the
Company’s level of indebtedness; 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, 2007.
Item 9.01 Financial Statements and Exhibits.
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