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 2, 2011
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 |
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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:
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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)) |
Item 2.02. Results of Operations and Financial Condition
On November 2, 2011, ION Geophysical Corporation (the “Company”) issued a press release
containing information regarding the Company’s results of operations for the quarter ended
September 30, 2011. A copy of the press release is furnished as Exhibit 99.1 hereto.
Item 7.01. Regulation FD Disclosure
In conjunction with the above press release, the Company has scheduled a conference call,
which will be broadcast live over the Internet, for Wednesday, November 3, at 10:00 a.m. Eastern
Time (9:00 a.m. Central). The information for accessing the conference call is included in the
press release. The webcast of the conference call will be accompanied by a slide presentation, a
copy of which is furnished as Exhibit 99.2 hereto.
The information contained in Items 2.02 and 7.01 and the exhibits 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 exhibits 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 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, benefits expected to result from the INOVA Geophysical Equipment Limited joint
venture and other statements that are not 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 risks of audit adjustments and other modifications to the Company’s financial
statements not currently foreseen; risks associated with 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 performance of INOVA; 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; risks that sources of capital may not prove
adequate; risks related to collection of receivables; risks associated with pending and future
litigation; 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 Reports on Form 10-K and its Quarterly Reports on Form 10-Q.
Item 9.01. Financial Statements and Exhibits
(a) Financial statements of businesses acquired.
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