0001659213-18-000002.txt : 20180403 0001659213-18-000002.hdr.sgml : 20180403 20180403125715 ACCESSION NUMBER: 0001659213-18-000002 CONFORMED SUBMISSION TYPE: SC 13D PUBLIC DOCUMENT COUNT: 3 FILED AS OF DATE: 20180403 DATE AS OF CHANGE: 20180403 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: GEOSPACE TECHNOLOGIES CORP CENTRAL INDEX KEY: 0001001115 STANDARD INDUSTRIAL CLASSIFICATION: MEASURING & CONTROLLING DEVICES, NEC [3829] IRS NUMBER: 760447780 STATE OF INCORPORATION: TX FISCAL YEAR END: 0930 FILING VALUES: FORM TYPE: SC 13D SEC ACT: 1934 Act SEC FILE NUMBER: 005-52075 FILM NUMBER: 18732398 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 FORMER COMPANY: FORMER CONFORMED NAME: OYO GEOSPACE CORP DATE OF NAME CHANGE: 19950919 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: Lemelson Capital Management LLC CENTRAL INDEX KEY: 0001659213 IRS NUMBER: 460610458 STATE OF INCORPORATION: MA FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D BUSINESS ADDRESS: STREET 1: 225 CEDAR HILL STREET STREET 2: SUITE 200 CITY: MARLBOROUGH STATE: MA ZIP: 01752 BUSINESS PHONE: 508-63-2281 MAIL ADDRESS: STREET 1: 225 CEDAR HILL STREET STREET 2: SUITE 200 CITY: MARLBOROUGH STATE: MA ZIP: 01752 SC 13D 1 lemelsongeos2018form13dexv1.txt SC 13D FILING STATEMENT UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. ) GEOSPACE TECHNOLOGIES CORPORATION (Name of Issuer) Common Stock, par value $0.01 per share (Title of Class of Securities) 37364X109 (CUSIP Number) Craig R. Lerman Lemelson Capital Management, LLC Chief Compliance Officer 225 Cedar Hill Street, Suite 200 Marlborough, MA 01752 (770) 420-8448 (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) February 8, 2018 (Date of Event Which Requires Filing of This Statement) If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of Section 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box. [x] Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See Rule 13d-7 for other parties to whom copies are to be sent. *The remainder of this cover page shall be filled out for a reporting person's initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page The information required on the remainder of this cover page shall not be deemed to be "filed" for the purpose of section 18 of the Securities Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes). SCHEDULE 13D CUSIP No. 37364X109 1 Names of reporting persons Lemelson Capital Management, LLC 2 Check the appropriate box if a member of a group (see instructions) [ ] 3 SEC use only 4 Source of funds (see instructions) 00 5 Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e) [ ] 6 Citizenship or place of organization MA Number of shares beneficially owned by each reporting person with: 7 Sole voting power 0 8 Shared voting power 1,144,212 shares of Common Stock 9 Sole dispositive power 0 10 Shared dispositive power 1,144,212 shares of Common Stock 11 Aggregate amount beneficially owned by each reporting person 1,144,212 shares of Common Stock 12 Check if the aggregate amount in Row (11) excludes certain shares (see instructions) 13 Percent of class represented by amount in Row (11) 8.4% 14 Type of reporting person (see instructions) IA ITEM 1. SECURITY AND ISSUER Common Stock, $0.01 par value Geospace Technologies Corporation 7007 Pinemont Drive Houston, Texas 77040-6601 ITEM 2. IDENTITY AND BACKGROUND This statement is filed by the entities and persons listed below, who are collectively referred to herein as "Reporting Persons" with respect to the shares of Common Stock defined in Item 5 below of the Company Identity of Reporting Persons Lemelson Capital Management, LLC ("Investment Manager"), a Massachusetts Limited Liability Company, with respect to the shares of Common Stock held by The Amvona Fund, LP (the "Fund") and Gregory (Emmanuel) Lemelson, and underlying the Reported Common Stock (as defined below), held by, the Fund and individual to which the Investment Manager serves as investment manager. Gregory Lemelson is a citizen of the United States and is an investor. Address of Principal Business Office or Residence Lemelson Capital Management, LLC 225 Cedar Hill Street, Suite 200 Marlborough, MA 01752 Gregory (Emmanuel) Lemelson 225 Cedar Hill Street, Suite 200 Marlborough, MA 01752 ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION The Fund utilized its own available net assets to purchase the securities referred to in this Schedule. ITEM 4. PURPOSE OF TRANSACTION The securities referred to in this Schedule were originally acquired by the Fund for investment purposes and not with the purpose or effect of changing or influencing control of the Issuer. The Fund had acquired the securities in the ordinary course of business and is holding the securities for the benefit of its investors. The securities referred to in this Schedule have been previously reported on SC13G/A, however, this SC13D is being filed due to a certain letter issued by Lemelson Capital Management, LLC which called for replacement of the management of the Company and exploration of strategic alternatives with an investment bank, a copy of which is attached to this Schedule as an Exhibit under Item 7. As a result of the attached letter, the investment intent had changed from a passive investor to attempting to influence a change in the direction of the Company. ITEM 5. INTEREST IN SECURITIES OF THE ISSUER The Amvona Fund, LP owns 1,144,212 shares of Common Stock or 8.4% of the shares outstanding and Gregory (Emmanuel) Lemelson owns 0 shares of Common Stock or 0% of the shares outstanding. Lemelson Capital, LLC has the power to vote and direct the disposition of all shares of Common Stock owned by the Fund. Lemelson Capital Management, LLC is deemed to beneficially own a total of 1,144,212 shares of Common Stock or 8.4% of the outstanding shares. ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT TO SECURITIES OF THE ISSUER No contracts, arrangements, understandings or similar relationships exist with respect to the securities of the Company between Lemelson Capital, LLC, The Amvona Fund, LP, or Gregory (Emmanuel) Lemelson and any other individual or entity. ITEM 7. MATERIAL TO BE FILED AS EXHIBITS Joint Filing Exhibit February 8, 2018 letter from Lemelson Capital Management, LLC to the Company SIGNATURE After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct. 04/02/2018 Date /s/ John Zoraian Signature John Zoraian, Chief Financial Officer Name/Title The original statement shall be signed by each person on whose behalf the statement is filed or his authorized representative. If the statement is signed on behalf of a person by his authorized representative (other than an executive officer or general partner of the filing person), evidence of the representative's authority to sign on behalf of such person shall be filed with the statement: provided, however, that a power of attorney for this purpose which is already on file with the Commission may be incorporated by reference. The name and any title of each person who signs the statement shall be typed or printed beneath his signature. This is a joint filing by Lemelson Capital Management, LLC and Gregory Lemelson share sole voting and investment power over 1,144,212 shares of Common Stock. See Items 2 and 5 of this Schedule 13D for additional information. This is a joint filing by Lemelson Capital Management, LLC and Gregory Lemelson share sole voting and investment power over 1,144,212 shares of Common Stock. See Items 2 and 5 of this Schedule 13D for additional information. Based on 13,560,000 shares of Common Stock outstanding filed by the Issuer with the Securities and Exchange Commission (the "SEC") on their most recent quarterly filing statement. Page 1 of 1 EX-1 2 lemelsongeospacejointfiling.txt JOINT FILING STATEMENT EXHIBIT 1 JOINT FILING AGREEMENT This Joint Filing Agreement dated April 2, 2018 between Lemelson Capital Management, LLC, a Massachusetts limited liability company, and Gregory Lemelson, an individual (the foregoing are collectively referred to herein as the "Filers"). Each of the Filers may be required to file with the United States Securities and Exchange Commission a statement on Schedule 13D with respect to common shares of Geospace Technologies Corporation, $0.01 par value, beneficially owned by them from time to time. Pursuant to and in accordance with Rule 13(d)(1)(k) promulgated under the Securities Exchange Act of 1934, as amended, the Filers hereby agree to file a single statement on Schedule 13D and/or 13G (and any amendments thereto) on behalf of each of such parties, and hereby further agree to file this Joint Filing Agreement as an exhibit to such statement, as required by such rule. This Joint Filing Agreement may be terminated by any of the Filers upon one week's prior written notice or such lesser period of notice as the Filers may mutually agree. Executed and delivered as of the date first above written. LEMELSON CAPITAL MANAGEMENT, LLC By: /s/ John Zoraian John Zoraian Chief Financial Officer GREGORY LEMELSON By: /s/ Gregory Lemelson EX-2 3 lettertobodgeosmanagement.txt LETTER TO BOARD OF DIRECTORS February 08, 2018 Board of Directors Geospace Technologies Corporation 7007 Pinemont Drive Houston, Texas 77040 Dear Directors: Lemelson Capital Management LLC, as the beneficial owner of approximately 10 percent of Geospace Technologies ("Geospace") outstanding shares is calling for the immediate removal, for cause, of Mr. Rick Wheeler, CEO and Mr. Tom McEntire, CFO of Geospace Technologies and the for the board to immediately explore a sale of the company. We are extremely troubled by the following conduct of Messrs. Wheeler and McEntire, including but not limited to: 1. Knowingly filing a materially misleading form 8-K with the Securities and Exchange Commission (SEC) regarding the tally of votes at the annual shareholder meeting held on February 8, 2018. 2. The recent material weakness in the Company's internal control over financial reporting, including management's failure to design and maintain controls over the classification of inventory, as of September 30, 2017 and 2016 that led to the restatement of previously filed annul and interim reports and adverse audit opinions. 3. The dysfunction and incompetence being exhibited in the process of maximizing stockholder value that the Board is purportedly "handling" and which has led to the loss of major contracts. The failed management of Mr. Wheeler and Mr. McEntire has caused the stock price of Geospace to recently hit a new 52-week low, (plummeting nearly 90 percent since Mr. Wheeler took over as CEO in January 2014), despite the extraordinary industry-wide recovery in the oil and gas sector which has led to the stock price of several of the company's competitors recently achieving new 52- week highs. We are disturbed but not surprised by this mismanagement given the recent history of strategic bungling by Mr. Wheeler and Mr. McEntire, which has been chronicled in our previous letters and that has recently lead to the loss of two major PRM contracts with Statoil, an existing customer, to an obscure and relatively inexperienced provider in the industry. As significant shareholders who take our fiduciary duties to investors seriously, we cannot stand by silently if Geospace, a company with vast under-reported and unencumbered assets, including near-record cash and liquidity, plans to engage in a campaign of cash preservation and cost cutting measures which will serve only to entrench Mr. Wheeler and Mr. McEntire and the current board while massively disenfranchising public shareholders and permanently robbing us of the opportunity to unlock the value in our stake in the company . We are not alone in our concerns. Other shareholders are now publicly questioning the integrity and ability of this management team. As stewards of our assets you are charged with a duty to place stockholder interests above personal gain or other motives. To allay the legitimate concerns and uncertainty now flooding the marketplace and provide much needed transparency we ask that you immediately take the following actions: 1. Make public any correspondence or process in which Geospace invited or directed third parties to make motions or alter the vote count (the "process letters") at the most recent annual meeting. 2. Remove Mr. Wheeler and Mr. McEntire for clearly breaching their fiduciary responsibilities to shareholders and for violating securities laws and regulations by knowing filing a false and materially misleading form 8-K on February 7, 2018. 3. Engage an investment bank to explore strategic alternatives for a sale of the company. We assume that Geospace as part of its corporate governance process at its most recent annual meeting did not place any artificial restrictions on the proposals or voting rights that the Geospace board was willing to consider, such as discouraging, or even prohibiting the accurate tally of votes cast at the meeting. Of course, we appreciate the need for confidential correspondence, and therefore stockholders need not know at this stage who received the Process Letters. However, stockholders do need to know that the board's actions are consistent with their chief duty to maximize stockholder value. Additionally, Lemelson Capital does not seek and does not expect to receive material non-public information and thus requests that you file such letters publicly with the Securities and Exchange Commission via Form 8-K with all deliberate speed. Considering the serious concerns recently expressed by many Geospace stakeholders and interested parties, undertaking these proposed actions is the only responsible thing to do. Sincerely, + Emmanuel Lemelson Chief Investment Officer Lemelson Capital Management, LLC SPECIAL NOTE REGARDING THIS RELEASE THIS REPORT INCLUDES INFORMATION BASED ON DATA FOUND IN FILINGS WITH THE SECURITIES AND EXCHANGE COMMISSION, INDEPENDENT INDUSTRY PUBLICATIONS AND OTHER SOURCES. ALTHOUGH WE BELIEVE THAT THE DATA IS RELIABLE, WE HAVE NOT SOUGHT, NOR HAVE WE RECEIVED, PERMISSION FROM ANY THIRD-PARTY TO INCLUDE THEIR INFORMATION IN THIS PRESENTATION. MANY OF THE STATEMENTS IN THIS PRESENTATION REFLECT OUR SUBJECTIVE BELIEF. EMMANUEL LEMELSON'S VIEWS AND HIS HOLDINGS OF THE SECURITIES MENTIONED IN THIS RELEASE COULD CHANGE AT ANY TIME. HE MAY SELL ANY OR ALL OF HIS HOLDINGS OR INCREASE HIS HOLDINGS BY PURCHASING ADDITIONAL SECURITIES. HE MAY TAKE ANY OF THESE OR OTHER ACTIONS REGARDING ANY OF SUCH SECURITIES WITHOUT UPDATING THIS RELEASE OR PROVIDING ANY NOTICE WHATSOEVER OF ANY SUCH CHANGES. THE INFORMATION CONTAINED ABOVE IS NOT AND SHOULD NOT BE CONSTRUED AS INVESTMENT ADVICE, AND DOES NOT PURPORT TO BE AND DOES NOT EXPRESS ANY OPINION AS TO THE PRICE AT WHICH THE SECURITIES OF GEOSPACE TECHNOLOGIES MAY TRADE AT ANY TIME. THE INFORMATION AND OPINIONS PROVIDED ABOVE SHOULD NOT BE TAKEN AS SPECIFIC ADVICE ON THE MERITS OF ANY INVESTMENT DECISION. INVESTORS SHOULD MAKE THEIR OWN DECISIONS REGARDING GEOSPACE TECHNOLOGIES AND ITS PROSPECTS BASED ON SUCH INVESTORS' OWN REVIEW OF PUBLICALLY AVAILABLE INFORMATION AND SHOULD NOT RELY ON THE INFORMATION CONTAINED ABOVE. NEITHER LEMELSON CAPITAL MANAGEMENT, LLC NOR ANY OF ITS AFFILIATES ACCEPTS ANY LIABILITY WHATSOEVER FOR ANY DIRECT OR CONSEQUENTIAL LOSS HOWSOEVER ARISING, DIRECTLY OR INDIRECTLY, FROM ANY USE OF THE INFORMATION CONTAINED ABOVE. FORWARD-LOOKING STATEMENTS Certain statements contained in this letter are forward-looking statements including, but not limited to, statements that are predications of or indicate future events, trends, plans or objectives. Undue reliance should not be placed on such statements because, by their nature, they are subject to known and unknown risks and uncertainties. Forward-looking statements are not guarantees of future performance or activities and are subject to many risks and uncertainties. Due to such risks and uncertainties, actual events or results or actual performance may differ materially from those reflected or contemplated in such forward-looking statements. Forward- looking statements can be identified by the use of the future tense or other forward-looking words such as "believe," "expect," "anticipate," "intend," "plan," "estimate," "should," "may," "will," "objective," "projection," "forecast," "management believes," "continue," "strategy," "position" or the negative of those terms or other variations of them or by comparable terminology. Important factors that could cause actual results to differ materially from the expectations set forth in this letter include, among other things, the factors identified under the section entitled "Risk Factors" in Geospace Technologies Annual Report on Form 10-K for the year ended September 30, 2017. Such forward-looking statements should therefore be construed in light of such factors, and Lemelson Capital is under no obligation, and expressly disclaims any intention or obligation, to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise, except as required by law. See Lemelson Capital Management announces 10 percent stake in Geospace Technologies (NASDAQ: GEOS), urges immediate share repurchase www.lemelsoncapital.com PO Box 403 - Southborough, MA 01772 - Tel. 508-485-0607 1