0001181431-12-008026.txt : 20120213 0001181431-12-008026.hdr.sgml : 20120213 20120213114858 ACCESSION NUMBER: 0001181431-12-008026 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20120213 ITEM INFORMATION: Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers: Compensatory Arrangements of Certain Officers ITEM INFORMATION: Other Events ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20120213 DATE AS OF CHANGE: 20120213 FILER: COMPANY DATA: COMPANY CONFORMED NAME: OYO GEOSPACE CORP CENTRAL INDEX KEY: 0001001115 STANDARD INDUSTRIAL CLASSIFICATION: MEASURING & CONTROLLING DEVICES, NEC [3829] IRS NUMBER: 760447780 STATE OF INCORPORATION: DE FISCAL YEAR END: 0930 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-13601 FILM NUMBER: 12596473 BUSINESS ADDRESS: STREET 1: 7007 PINEMONT DR. CITY: HOUSTON STATE: TX ZIP: 77040 BUSINESS PHONE: 7139864444 MAIL ADDRESS: STREET 1: 7007 PINEMONT DR. CITY: HOUSTON STATE: TX ZIP: 77040 8-K 1 rrd332993.htm OFFERING LAUNCH Prepared By R.R. Donnelley Financial -- Form 8-K
 
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):  02/13/2012
 
OYO GEOSPACE CORPORATION
(Exact name of registrant as specified in its charter)
 
Commission File Number:  001-13601
 
DE
  
76-0447780
(State or other jurisdiction of
  
(IRS Employer
incorporation)
  
Identification No.)
 
7007 Pinemont Drive, Houston, TX 77040
(Address of principal executive offices, including zip code)
 
(713) 986-4444
(Registrant’s telephone number, including area code)
 
(Former name or former address, if changed since last report)
 
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:
[  ]   Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

[  ]   Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

[  ]   Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

[  ]   Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
 

 
Item 5.02.    Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers
 
As a result of the offering of shares of common stock of OYO Geospace Corporation (the "Company") by OYO Corporation U.S.A., as described in Item 8.01 of this Current Report on Form 8-K and in the attached press release, and the anticipated sale of such shares, Mr. Takashi Kanemori, who has been a director of the Company since 2009, has declined to stand for re-election at the Company's upcoming Annual Meeting of Stockholders. Mr. Kanemori is the President of OYO Corporation U.S.A. and a senior executive officer of OYO Corporation, the sole stockholder of OYO Corporation U.S.A. Mr. Kanemori has agreed to finish the remainder of his term, which will expire on April 10, 2012 in connection with the Annual Meeting of Stockholders of the Company. Mr. Kanemori does not serve on any committees of the Board of Directors of the Company. A director nominee to replace Mr. Kanemori will be named in the proxy statement filed by the Company for the 2012 Annual Meeting of Stockholders, which will be held on April 10, 2012.
 
 
Item 8.01.    Other Events
 
On February 13, 2012, the Company issued a press release announcing the commencement of a registered, underwritten public offering by OYO Corporation U.S.A., a stockholder of the Company, of shares of common stock of the Company. A copy of the press release is attached hereto as Exhibit 99.1. The foregoing description is qualified in its entirety by reference to such exhibit.

This Current Report on Form 8-K and the press release is neither an offer to sell nor a solicitation of an offer to buy any of the securities described herein or therein, and shall not constitute an offer, solicitation or sale in any jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of such jurisdiction.

 
 
Item 9.01.    Financial Statements and Exhibits
 
Exhibit 99.1 Press Release dated February 13, 2012.
 

 

SIGNATURES
 
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
 
           
OYO GEOSPACE CORPORATION
 
 
Date: February 13, 2012
     
By:
 
/s/    Thomas T. McEntire
               
Thomas T. McEntire
               
Vice President, Chief Financial Officer and Secretary
 
 

 

EXHIBIT INDEX
 
Exhibit No.
  
Description
EX-99.1
  
Press Release dated February 13, 2012.
EX-99 2 rrd332993_37092.htm PRESS RELEASE DATED FEBRUARY 13, 2012. News Release

OYO Geospace News Release

7007 Pinemont Drive

Houston, Texas 77040 USA

Contact:

Gary D. Owens

Chairman, President and CEO

TEL: 713.986.4444

FAX: 713.986.4445

 

FOR IMMEDIATE RELEASE

 

OYO GEOSPACE ANNOUNCES PUBLIC OFFERING
OF COMMON STOCK BY SELLING STOCKHOLDER

Houston, Texas - February 13, 2012 - OYO Geospace (NASDAQ: OYOG) announced today the commencement of a public offering, subject to market conditions, of 1,122,565 shares of its common stock owned by OYO Corporation U.S.A., the selling stockholder, pursuant to an effective shelf registration statement on Form S-3 previously filed with the Securities and Exchange Commission. The underwriters are expected to be granted a 30-day option to purchase up to 168,385 additional shares of common stock from the selling stockholder. OYO Geospace will not receive any proceeds from the sale of the shares of common stock offered by the selling stockholder.

Goldman, Sachs & Co. and Credit Suisse Securities (USA) LLC will act as joint book-running managers for the offering.

The offering may be made only by means of a prospectus supplement and the accompanying prospectus, copies of which may be obtained, when available, by sending a request to: Goldman, Sachs & Co., 200 West Street, New York, New York 10282, Attn: Prospectus Department, 200 West Street, New York, NY, 10282, Phone: 1-866-471-2526, Fax: 212-902-9316, E-mail: prospectus-ny@ny.email.gs.com, or Credit Suisse Securities (USA) LLC, Attn: Prospectus Department, One Madison Avenue, New York, NY 10010, Phone: 1-800-221-1037, E-mail: prospectus@credit-suisse.com.

This news release does not constitute an offer to sell or a solicitation of an offer to buy the securities described herein, nor shall there be any sales of the securities in any state or jurisdiction in which such an offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such jurisdiction.

OYO Geospace designs and manufactures instruments and equipment used by the oil and gas industry in the acquisition and processing of seismic data as well as in reservoir characterization and monitoring activities. The company also designs and manufactures equipment and film for the thermal printing industry worldwide.

Except for the historical information contained herein, the matters discussed in this news release are forward-looking statements that involve certain risks and uncertainties. These risks and uncertainties include, among other things, the stability of the capital markets and other factors and uncertainties inherent in business of OYO Geospace discussed in its filings with the Securities and Exchange Commission.