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): February 26, 2009
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))
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TABLE OF CONTENTS
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| Item 2.02. |
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Results of Operations and Financial Condition |
On February 26, 2009, ION Geophysical Corporation (the “Company”) issued a press release
containing information regarding the Company’s results of operations for the quarter and year ended
December 31, 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 estimated revenues, earnings and earnings per share for fiscal 2009, expected
timing of revenues and growth rates in fiscal 2009, estimated gross margins and operating expenses
for fiscal 2009, future sales and market growth, future cash needs and future sources of cash,
including availability under our revolving line of credit facility, future compliance with our debt
financial covenants, 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, including compliance
with debt covenants; 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;
risks that sources of capital may not prove adequate; risks regarding the Company’s inability to
produce products to preserve and increase market share; risks related to collection of receivables;
and risks related to 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, its Quarterly Reports on Form 10-Q filed during
2008 and its Annual Report on Form 10-K for the year ended December 31, 2008.
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| Item 9.01 |
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Financial Statements and Exhibits. |
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Financial statements of businesses acquired. |
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Not applicable. |
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