S-8

As filed with the Securities and Exchange Commission on August 27, 2021

Registration No. 333-                

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM S-8

REGISTRATION STATEMENT

UNDER

THE SECURITIES ACT OF 1933

GEOSPACE TECHNOLOGIES CORPORATION

(Exact name of registrant as specified in its charter)

Texas	76-0447780
(State or other jurisdiction of incorporation or organization)	(I.R.S Employer Identification No.)

7007 Pinemont

Houston, Texas 77040

(713) 986-4444

(Address, including zip code and telephone number, including area code, of registrant’s principal executive offices)

GEOSPACE TECHNOLOGIES CORPORATION 2014 LONG-TERM INCENTIVE PLAN, as amended

(Full title of the plan)

Robert L. Curda

Vice President, Chief Financial Officer and Secretary

Geospace Technologies Corporation

7007 Pinemont

Houston, Texas 77040

Telephone: (713) 986-4444

(Name, address, including zip code, and telephone number, including area code, of agent for service)

Copies to:

Brian P. Fenske

Trevor G. Pinkerton

Norton Rose Fulbright US LLP

1301 McKinney, Suite 5100

Houston, Texas 77010

Telephone: (713) 651-5557

Facsimile: (713) 651-5246

(Name, address, and telephone number, including area code, of agent for service)

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See definition of “large accelerated filer,” “accelerated filer,” “smaller reporting company” and “emerging growth company” in in Rule 12b-2 of the Exchange Act.

Large accelerated filer	☐	Accelerated filer	☐
Non-accelerated filer	☒	Smaller reporting company	☒
		Emerging growth company	☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 7(a)(2)(B) of the Securities Act.  ☐

CALCULATION OF REGISTRATION FEE

Title of securities to be registered	Amount to be registered (1)	Proposed maximum offering price per share	Proposed maximum aggregate offering price	Amount of registration fee
Common Stock, $0.01 par value per share	1,500,000 shares(2)	$9.73(3)	$14,595,000	$1,592.31

(1) This Registration Statement also includes such additional number of shares of Geospace Technologies Corporation common stock, par value $0.01 (“Common Stock”), issuable under the Geospace Technologies Corporation 2014 Long-Term Incentive Plan, as amended (the “2014 Plan”), as may be required in the event of a stock split, stock dividend or similar transaction in accordance with Rule 416 of the Securities Act of 1933, as amended (the “Securities Act”).

(2) Represents 1,500,000 additional shares of Common Stock reserved for future issuances under the 2014 Plan.

(3) Estimated solely for purposes of calculating the registration fee in accordance with Rules 457(c) and 457(h) of the Securities Act, based upon the average of the high and low prices of Common Stock on August 23, 2021, as reported on the Nasdaq Global Select Market, of $9.73.

EXPLANATORY NOTE

On February 4, 2021, at the 2021 Annual Meeting of Stockholders of Geospace Technologies Corporation (the “Company”), the Company’s stockholders approved an amendment (the “Amendment”) to the Geospace Technologies Corporation 2014 Long-Term Incentive Plan, as amended (the “2014 Plan”). The Amendment provides that an additional 1,500,000 shares of the Company’s common stock, par value $0.01 per share (the “Common Stock”) may be issued under the Plan (the “Additional Shares”).

This Registration Statement on Form S-8 (this “Registration Statement”) is being filed by the Company to register the Additional Shares. These shares are in addition to the 1,500,000 shares of Common Stock, that may be issued under the 2014 Plan pursuant to the Company’s Registration Statement on Form S-8 (File No. 333-196149) filed with the Securities and Exchange Commission (the “Commission”) on May 21, 2014, (the “Prior Registration Statement”). Pursuant to General Instruction E to Form S-8 under the Securities Act of 1933, as amended (the “Securities Act”), the contents of the Prior Registration Statement is incorporated by reference into this Registration Statement, except to the extent supplemented, amended and superseded by the information set forth herein.

PART II

INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

ITEM 8. Exhibits.

Exhibit No.	Exhibit Description
4.1	Amended and Restated Certificate of Formation of Geospace Technologies Corporation (incorporated by reference to Exhibit 3.1 to the Registrant’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2015, filed May 8, 2015).
4.2	Amended and Restated Bylaws of Geospace Technologies Corporation (incorporated by reference to Exhibit 3.2 to the Registrant’s Current Report on Form 8-K filed August 12, 2019).
5.1*	Opinion of Norton Rose Fulbright US LLP regarding legality of securities being registered.
23.1*	Consent of RSM US LLP, Independent Registered Public Accounting Firm.
23.2*	Consent of Norton Rose Fulbright US LLP (contained in Exhibit 5.1).
24.1*	Power of Attorney (included as part of signature page to this Registration Statement).
99.1	Geospace Technologies Corporation 2014 Long-Term Incentive Plan (incorporated by reference to Appendix A to the Company’s Proxy Statement on Schedule 14A filed on December 11, 2013).
99.2*	Amendment to the Geospace Technologies Corporation 2014 Long-Term Incentive Plan, approved by the stockholders on February 4, 2021.

* Filed herewith.

SIGNATURES

Pursuant to the requirements of the Securities Act, Geospace Technologies Corporation certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-8 and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Houston, State of Texas, on August 27, 2021.

GEOSPACE TECHNOLOGIES CORPORATION
By:	/s/ Robert L. Curda
	Robert L. Curda
	Vice President, Chief Financial Officer and Secretary

POWER OF ATTORNEY

KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears below, the undersigned officers and directors of Geospace Technologies Corporation, hereby severally constitute and appoint Walter R. Wheeler and Robert L. Curda, and each of them singly (with full power to each of them to act alone), his true and lawful attorneys-in-fact and agents, with full power of substitution and resubstitution in each of them for him and in his name, place and stead, and in any and all capacities, to sign any and all amendments (including post-effective amendments) to this Registration Statement, and to file the same, with all exhibits thereto and other documents in connection therewith, with the Commission, granting unto said attorneys-in-fact and agents, and each of them, full power and authority to do and perform each and every act and thing requisite or necessary to be done in and about the premises, as fully to all intents and purposes as he might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents or any of them, or their or his substitute or substitutes, may lawfully do or cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Act, this Registration Statement has been signed by the following persons in the capacities and on the dates indicated.

Name	Title	Date
/s/ Walter R. Wheeler Walter R. Wheeler	Director, President and Chief Executive Officer (principal executive officer)	August 27, 2021
/s/ Robert L. Curda Robert L. Curda	Vice President, Chief Financial Officer and Secretary (principal financial officer and principal accounting officer)	August 27, 2021
/s/ Gary D. Owens Gary D. Owens	Chairman of the Board	August 27, 2021
/s/ Thomas L. Davis Thomas L. Davis	Director	August 27, 2021
/s/ Edgar R. Giesinger, Jr. Edgar R. Giesinger, Jr.	Director	August 27, 2021

/s/ Tina M. Langtry Tina M. Langtry	Director	August 27, 2021
/s/ Richard F. Miles Richard F. Miles	Director	August 27, 2021
/s/ Kenneth Asbury Kenneth Asbury	Director	August 27, 2021
/s/ Margaret Sidney Ashworth Margaret Sidney Ashworth	Director	August 27, 2021

EX-5.1

Exhibit 5.1

	Norton Rose Fulbright US LLP 1301 McKinney, Suite 5100 Houston, Texas 77010-3095 United States
August 27, 2021	Tel +1 713 651 5151 Fax +1 713 651 5246 nortonrosefulbright.com

Geospace Technologies Corporation

7007 Pinemont

Houston, TX 77040

Ladies and Gentlemen:

We have acted as counsel to Geospace Technologies Corporation, a Texas corporation (the “Company”), in connection with the registration under the Securities Act of 1933, as amended (the “Securities Act”), of an additional 1,500,000 shares (the “Shares”) of the Company’s common stock, par value $0.01 per share, that are reserved for issuance under the Geospace Technologies Corporation 2014 Long-Term Incentive Plan, as amended (the “Plan”), as described in the Company’s Registration Statement on Form S-8 (as may subsequently be amended, the “Registration Statement”), which was filed with the Securities and Exchange Commission (the “SEC”) on August 27, 2021.

In connection with the foregoing, we have examined the Plan and originals or copies of certain corporate records of the Company, certificates and other communications of public officials, certificates of officers of the Company and such other documents as we have deemed relevant or necessary for the purpose of rendering the opinions expressed herein. As to questions of fact material to those opinions, we have, to the extent we deemed appropriate, relied on certificates of officers of the Company and on certificates and other communications of public officials. We have assumed that the persons identified to us as officers of the Company are actually serving as such and that any certificates representing the Shares will be properly executed by one or more such persons. We have assumed the effectiveness of the Registration Statement pursuant to the Securities Act. We have assumed the genuineness of all signatures on, and the authenticity of, all documents submitted to us as originals, the conformity to authentic original documents of all documents submitted to us as copies thereof, the due authorization, execution and delivery by the parties thereto other than the Company of all documents examined by us, that the Company will receive any required consideration for such Shares and the legal capacity of each individual who signed any of those documents.

Geospace Technologies Corporation

August 27, 2021

Page 2

Based upon the foregoing, we are of the opinion that the Shares, when issued and sold in the manner referred to in the Plan and pursuant to the agreements that accompany the Plan, will be validly issued, fully paid and nonassessable.

The opinions expressed herein are limited exclusively to applicable laws of the State of Texas and the federal laws of the United States of America, and reported judicial interpretations of such law, in each case as currently in effect, and we are expressing no opinion as to the effect of the laws of any other jurisdiction.

We hereby consent to the filing of this opinion as an exhibit to the Registration Statement and the reference to this firm wherever it appears in the Registration Statement. This consent is not to be construed as an admission that we are a party whose consent is required to be filed with the Registration Statement under the provisions of the Securities Act or the rules and regulations of the SEC promulgated thereunder.

Very truly yours,

/s/ Norton Rose Fulbright US LLP

Norton Rose Fulbright US LLP

Norton Rose Fulbright US LLP is a limited liability partnership registered under the laws of Texas.

Norton Rose Fulbright US LLP, Norton Rose Fulbright LLP, Norton Rose Fulbright Australia, Norton Rose Fulbright Canada LLP and Norton Rose Fulbright South Africa Inc are separate legal entities and all of them are members of Norton Rose Fulbright Verein, a Swiss verein. Norton Rose Fulbright Verein helps coordinate the activities of the members but does not itself provide legal services to clients. Details of each entity, with certain regulatory information, are available at nortonrosefulbright.com.

EX-23.1

Exhibit 23.1

CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

We consent to the incorporation in this Registration Statement on Form S-8 of Geospace Technologies Corporation of our report dated November 20, 2020, relating to the consolidated financial statements and financial statement schedule of Geospace Technologies Corporation appearing in the Annual Report on Form 10-K of Geospace Technologies Corporation for the year ended September 30, 2020.

/s/ RSM US LLP

Houston, Texas

August 27, 2021

EX-99.2

Exhibit 99.2

FIRST AMENDMENT TO THE

GEOSPACE TECHNOLOGIES CORPORATION

2014 LONG TERM INCENTIVE PLAN

THIS AMENDMENT is made by Geospace Technologies Corporation. (the “Company”),

WITNESSETH:

WHEREAS, the Company sponsors and maintains the “Geospace Technologies Corporation 2014 Long Term Incentive Plan” (the “Plan”);

WHEREAS, unless the context clearly requires the contrary, capitalized terms that are used in this Amendment that are not otherwise defined herein shall have the respective meanings that the Plan ascribes to those terms;

WHEREAS, Section 11.1 of the Plan authorizes the amendment of the Plan at any time;

WHEREAS, Section 4.2 of the Plan provides that the aggregate number of Shares that may be issued under the Plan shall be 1,500,000 Shares; and

WHEREAS, subject to and contingent upon the approval of the Company’s shareholders, the Board and the Compensation Committee have resolved, on November 19, 2020, to amend the Plan to increase the aggregate number of Shares that may be issued under the Plan from 1,500,000 Shares to 3,000,000 Shares.

NOW, THEREFORE, the Board and the Compensation Committee agree that, subject to and contingent upon the approval of the Company’s shareholders, the provisions of Section 4.2 set forth below are amended effective as of the date the shareholders of the Company approve such amendments:

1. The first paragraph of Section 4.2 of the Plan is hereby amended and restated in its entirety to provide as follows:

Subject to adjustment as provided in Section 4.5, the aggregate number of Shares that may be issued under the Plan shall be 3,000,000 Shares (“Plan Share Limit”). The Shares that are available for issuance under the Plan may be issued in any form of Award authorized under the Plan. Any Shares that are the subject of Awards under the Plan that are forfeited or terminated, expire unexercised, are settled in cash in lieu of Shares or in a manner such that all or some of the Shares covered by an Award are not issued to a Participant or are exchanged for Awards that do not involve Shares shall again immediately become available to be issued pursuant to Awards granted under the Plan. If Shares are withheld from payment of an Award to satisfy tax obligations with respect to the Award, such Shares shall be treated as Shares that have been issued under the Plan, and the number of any such Shares shall not again be available for issuance under the Plan. If Shares are tendered in payment of an exercise price of an Option or the exercise price of a SAR, any such Shares shall not be available for issuance under the Plan.

Approved by the Compensation Committee of the Board of Directors

On November 19, 2020

Approved by the Board of Directors

On November 19, 2020

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