0001104659-06-072925.txt : 20061108 0001104659-06-072925.hdr.sgml : 20061108 20061108172951 ACCESSION NUMBER: 0001104659-06-072925 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20061102 ITEM INFORMATION: Departure of Directors or Principal Officers; Election of Directors; Appointment of Principal Officers ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20061108 DATE AS OF CHANGE: 20061108 FILER: COMPANY DATA: COMPANY CONFORMED NAME: GEOKINETICS INC CENTRAL INDEX KEY: 0000314606 STANDARD INDUSTRIAL CLASSIFICATION: CRUDE PETROLEUM & NATURAL GAS [1311] IRS NUMBER: 941690082 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 000-09268 FILM NUMBER: 061198642 BUSINESS ADDRESS: STREET 1: 8401 WESTHEIMER STREET 2: SUITE 150 CITY: HOUSTON STATE: TX ZIP: 77063 BUSINESS PHONE: 7138507600 MAIL ADDRESS: STREET 1: 8401 WESTHEIMER STREET 2: SUITE 150 CITY: HOUSTON STATE: TX ZIP: 77063 8-K 1 a06-23663_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 2, 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 5.02. Departure, Election, or Appointment of Directors or Officers

Effective November 2, 2006, the Board of Directors (the “Board”) of Geokinetics Inc. (the “Company” or “Geokinetics”) appointed Robert J. Cabes, Jr. to serve as a director of the Company.

Mr. Cabes, a partner of Avista Capital Holdings, L.P, an affiliate of Avista Capital Partners, L.P. and Avista Capital Partners (Offshore), L.P. (collectively referred to as “Avista”), was appointed pursuant to the Senior Subordinated Loan Agreement dated September 8, 2006, among Geokinetics, Avista Capital Partners, L.P. and Avista Capital Partners (Offshore), L.P., which was attached as Exhibit 10.6 to the Current Report on Form 8-K filed by Geokinetics with the Securities and Exchange Commission (the “SEC”) on September 14, 2006.

Avista currently owns 439,501 shares (on a post-reverse stock split basis) of Geokinetics Common Stock, $.01 par value (“Common Stock”), and has contracted to purchase 2,000,000 shares of Series B Senior Convertible Preferred Stock, $10.00 par value, for an aggregate purchase price of $50,000,000.

In accordance with the Board Compensation Plan approved at the 2006 Annual Meeting of Stockholders held on November 1, 2006 (the “Plan”), Mr. Cabes was granted 30,303 shares of restricted Common Stock. Under the Plan, Mr. Cabes will also be entitled to receive compensation for his service on the Board.

A Press Release announcing the appointment of Robert J. Cabes, Jr. is attached hereto as Exhibit 99.1.

ITEM 9.01. Exhibits

The following exhibit is filed with this report.

99.1 Press Release dated November 8, 2006, announcing the appointment of Robert J. Cabes, Jr. as a director.

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 8, 2006

				GEOKINETICS INC.
		By:		/s/ Scott A. McCurdy
				Scott A. McCurdy
				Vice President and Chief Financial Officer

EX-99.1 2 a06-23663_1ex99d1.htm EX-99

Exhibit 99.1

FOR IMMEDIATE RELEASE

PRESS RELEASE

GEOKINETICS INC. NAMES ROBERT L. CABES, JR. DIRECTOR

Houston, TX, November 8, 2006 — Geokinetics Inc. (OTCBB:GKNT) has named Robert L. Cabes, Jr. as the newest member of its Board of Directors effective November 2, 2006, bringing the total number of directors to six.

Mr. Cabes, 37, is currently a Partner of Avista Capital Holdings, L.P., a private equity firm focused on investments in the energy, media and healthcare sectors. Prior to joining Avista, Mr. Cabes served as a Principal of Global Energy Partners, a specialty group within Credit Suisse’s asset management business that invested in energy companies. Mr. Cabes worked previously as an investment banker at Credit Suisse and Donaldson, Lufkin and Jenrette. He also spent six years with Prudential Securities in its energy corporate finance group before joining Donaldson, Lufkin and Jenrette. Mr. Cabes is currently a Director of Celtique Energie, Ltd, MedServe, Inc. and Pinnacle Gas Resources, Inc. He holds a B.B.A. from Southern Methodist University and is a CFA charterholder.

Geokinetics Chairman of the Board, William R. Ziegler commented: “We are extremely pleased to have Robert join the Geokinetics Board of Directors. His corporate finance and energy industry experience will bring additional depth to our board as we work to build shareholder value.”

About Geokinetics Inc.

Geokinetics Inc., based in Houston, Texas, is a leading global provider of seismic acquisition and high-end seismic data processing services to the oil and gas industry. Geokinetics has strong operating presence in North America and is focused on key markets internationally. Geokinetics operates in some of the most challenging locations in the world from the Arctic to mountainous jungles to the transition zone environments. More information about Geokinetics is available at www.geokineticsinc.com.

SOURCE:		Geokinetics Inc.
CONTACT:		Scott McCurdy
		Vice President and Chief Financial Officer
		(281) 848-6823
		(281) 398-9996 FAX

This press release includes “forward-looking statements” within the meaning of Section 21E of the Securities Exchange Act of 1934, as amended. All statements, other than statements of historical facts, included in this press release that address activities, events or developments that Geokinetics expects, believes or anticipates will or may occur in the future are forward-looking statements. These statements include but are not limited to statements about the acquisition announced in this press release, the related financing plans and statements with respect to future benefits. These statements are based on certain assumptions made by Geokinetics based on

management’s experience and perception of historical trends, current conditions, anticipated future developments and other factors believed to be appropriate. Such statements are subject to a number of assumptions, risks and uncertainties, many of which are beyond the control of Geokinetics, which may cause actual results to differ materially from those implied or expressed by the forward-looking statements. These include risks relating to financial performance and results, availability of sufficient cash flow to execute our business plan and other important factors that could cause actual results to differ materially from those projected as described in the Company’s reports filed with the Securities and Exchange Commission.

Any forward-looking statement speaks only as of the date on which such statement is made and the Company undertakes no obligation to correct or update any forward-looking statement, whether as a result of new information, future events or otherwise.

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