8-K 1 a06-23554_18k.htm CURRENT REPORT OF MATERIAL EVENTS OR CORPORATE CHANGES

 

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 Act of 1934

Date of Report (date of earliest event reported):  November 1, 2006

GEOKINETICS INC.

(Exact name of registrant as specified in its charter)

Delaware

 

 

 

94-1690082

(State or other jurisdiction of

 

(Commission

 

(I.R.S. Employer

incorporation or organization)

 

File Number)

 

Identification Number)

 

One Riverway, Suite 2100

Houston, Texas 77056

(Address of principal executive offices)

 

(713) 850-7600

(Registrant’s telephone number, including area code)

 

N/A

(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:

o               Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

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

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

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

 



ITEM 3.03             Material Modification to Rights of Security Holders

(a) On November 1, 2006 at the 2006 Annual Stockholders Meeting of Geokinetics Inc. (the “Company” or “Geokinetics”), the stockholders approved an amendment to the Company’s Certificate of Incorporation to (i) effect a 1-for-10 reverse split (the “Reverse Stock Split”) of Geokinetics’ outstanding shares of Common Stock, $.01 par value (“Common Stock”) and (ii) provide for the payment of cash in lieu of issuing any fractional shares in connection with the Reverse Stock Split. The Reverse Stock Split will be effective as of the close of business on November 3, 2006.

The Reverse Stock Split will not change the proportionate ownership interest of the stockholders in Geokinetics, nor will the voting rights and other rights of stockholders be changed (except for the rights of stockholders to receive cash payments in lieu of fractional shares).  As a result of the adoption of the reverse stock split, there will be a total of 86 record holders remaining and 32 record holders will be eliminated.

The Delaware General Corporation Law does not grant stockholders of a Delaware corporation dissenter’s rights or appraisal rights with respect to the Reverse Stock Split.

ITEM 5.03             Amendment to Articles of Incorporation, change in fiscal year

(a) On November 3, 2006, the Company filed a Certificate of Amendment of Certificate of Incorporation with the Secretary of State of the State of Delaware to (i) effect a 1-for-10 Reverse Stock Split of Geokinetics’ outstanding shares of Common Stock and (ii) provide for the payment of cash in lieu of issuing any fractional shares in connection with the Reverse Stock Split.

As a result of the amendment, there are: (i) 5,373,631 shares of Common Stock issued and outstanding; and 94,626,369 shares of Common Stock authorized but unissued.

ITEM 8.01             Other Events

On November 1, 2006, Geokinetics held its 2006 Annual Stockholders’ Meeting.  The total number of outstanding shares eligible to vote that were present at the meeting were 53,736,426.   The company stockholders were asked by Geokinetics to consider and vote upon the following:

·                  Election of five directors to the Board of Geokinetics, each to hold office for a term of one year;

·                  Approval of an amendment to Geokinetics’ 2002 Stock Awards Plan (the “2002 Plan”) to increase the number of shares authorized under the Plan to 8,000,000 shares of Common Stock on a pre-reverse split basis;

·                  A proposed amendment to Geokinetics’ Certificate of Incorporation to effect the Reverse Stock Split of the Common Stock at a ratio of 1–for–10;

·                  Approval of the appointment of UHY, LLP as Geokinetics’ independent public accountants; and

·                  Approval of a policy for the issuance of restricted shares of common stock as part of the compensation for Board members; and

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PROPOSAL 1 – ELECTION OF DIRECTORS

The following incumbent directors stood for re-election:

 

Name

 

Position

 

Director Since

William R. Ziegler

 

Chairman (non-executive) (since February 2, 1999 and Director)

 

1997

David A. Johnson

 

President, Chief Executive Officer and Director

 

2003

Christopher M. Harte

 

Director

 

1997

Steven A. Webster

 

Director

 

1997

Gary M. Pittman

 

Director

 

2006

 

The results of the vote were as follows:

 

Name

 

For

 

Withheld

 

William R. Ziegler

 

33,599,211

 

9,729

 

David A. Johnson

 

33,598,211

 

10.729

 

Christopher M. Harte

 

33,599,211

 

9.729

 

Steven A. Webster

 

33,599,201

 

9.739

 

Gary M. Pittman

 

33,598,601

 

10.339

 

 

PROPOSAL 2 – APPROVAL OF AMENDMENT OF GEOKINETICS’ 2002 STOCK AWARDS PLAN

On September 6, 2006, the Board approved a resolution to increase the total number of shares of Common Stock subject to the 2002 Plan to a total of 8,000,000 shares (on a pre-Reverse Stock Split basis), subject to stockholder approval.

The results of the vote were as follows:

 

For

 

Against

 

Abstain

33,323,481

 

14,622

 

528

 

PROPOSAL 3 – APPROVAL OF A 1-FOR-10 REVERSE STOCK SPLIT

The Board recommended an amendment to the Company’s Certificate of Incorporation to (i) effect a 1-for-10 Reverse Stock Split of Geokinetics’ outstanding shares of Common Stock and (ii) provide for the payment of cash in lieu of issuing any fractional shares in connection with the Reverse Stock Split.

The results of the vote were as follows:

 

For

 

Against

 

Abstain

33,587,971

 

20,451

 

518

 

PROPOSAL 4 – APPROVAL OF THE APPOINTMENT OF GEOKINETICS’ INDEPENDENT PUBLIC ACCOUNTANTS

Subject to the approval of the stockholders, on September 18, 2006, the Board appointed the firm of UHY, LLP, independent certified public accountants, to examine Geokinetics’ consolidated financial statements for the fiscal year ending December 31, 2006.

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The results of the vote were as follows:

 

For

 

Against

 

Abstain

33,601,402

 

6,525

 

513

 

PROPOSAL 5 – APPROVAL OF A POLICY FOR THE ISSUANCE OF STOCK AS PART OF THE COMPENSATION FOR BOARD MEMBERS

On September 6, 2006, subject to stockholder approval, the Board adopted a policy effective from May 17, 2006, under which each incumbent non-employee director receives an annual retainer of $15,000, with an additional stipend of $15,000 for the Chairman, $7,500 for the Chairman of the Audit Committee and $5,000 for the Chairman of the Compensation Committee. Each director is also entitled to receive $1,000 per Board meeting attended and $250 per committee meeting attended in person or by telephone.

Additionally, each incumbent non-employee director is entitled to receive a single $50,000 grant of restricted stock based on the fair market value of Geokinetics’ stock at the close of business on September 6, 2006.

The results of the vote were as follows:

 

For

 

Against

 

Abstain

33,326,838

 

11,276

 

17

 

ITEM 9.01.            Exhibits

(c)           Exhibits

The following exhibits are filed with this report.

99.1                           Press Release, Geokinetics Announces Reverse Stock Split dated November 2, 2006.

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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.

November 7, 2006

 

GEOKINETICS INC.

 

 

 

 

 

By:

 /s/ Scott A. McCurdy

 

 

 Scott A. McCurdy

 

 Vice President and

 

 Chief Financial Officer

 

0597462.01

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