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 3, 2010
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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| Item 2.02. |
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Results of Operations and Financial Condition |
On November 3, 2010, ION Geophysical Corporation (the “Company”) issued a press release
containing information regarding the Company’s results of operations for the quarter ended
September 30, 2010. A copy of the press release is furnished as Exhibit 99.1 hereto.
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| Item 7.01. |
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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 Thursday, November 4 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 BGP joint venture transactions 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 BGP joint
venture; 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; 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, 2009, and its Quarterly Reports on Form
10-Q filed during 2010.
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| Item 9.01. |
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Financial Statements and Exhibits. |
(a) Financial statements of businesses acquired.
Not applicable.