-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, JCKEw/3ESKBO8XRgw0qKLVf7J7wxYhjerwMS55c1btz+6uba+/BcHxNwSQtAjSMg GhzA+YopqBRNfoXfU3CX0w== 0000769409-96-000010.txt : 19960202 0000769409-96-000010.hdr.sgml : 19960202 ACCESSION NUMBER: 0000769409-96-000010 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 19960118 ITEM INFORMATION: Changes in control of registrant FILED AS OF DATE: 19960201 SROS: NASD FILER: COMPANY DATA: COMPANY CONFORMED NAME: GEODYNAMICS CORP CENTRAL INDEX KEY: 0000769409 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-COMPUTER INTEGRATED SYSTEMS DESIGN [7373] IRS NUMBER: 952502865 STATE OF INCORPORATION: CA FISCAL YEAR END: 0531 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 000-15034 FILM NUMBER: 96509918 BUSINESS ADDRESS: STREET 1: 21171 WESTERN AVE STE 110 CITY: TORRANCE STATE: CA ZIP: 90501 BUSINESS PHONE: 3107827277 MAIL ADDRESS: STREET 1: GEODYNAMICS CORPORATION STREET 2: 21171 WESTERN AVENUE - SUITE 110 CITY: TORRANCE STATE: CA ZIP: 90501 8-K 1 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): January 17, 1996 ---------------- GEODYNAMICS CORPORATION ------------------------------------------------------ (Exact name of registrant as specified in its charter) California 0-15034 95-2502865 - --------------- ------------ -------------- (State or other (Commission (IRS Employer jurisdiction of File Number) Identification incorporation) Number) 21171 Western Avenue, Suite 110, Torrance, California ----------------------------------------------------- (Address of Principal Executive Offices) 90501 ---------- (Zip Code) Registrant's telephone number, including area code (310) 782-7277 -------------- N/A - -------------------------------------------------------------- (Former name or former address, if changed since last report.) This report, including exhibits, contains 4 pages. The Exhibit Index is located on page 2. 1 Item 2. Acquisition or Disposition of Assets - --------------------- On January 18, 1996, Geodynamics Corporation, a California Corporation (the "Registrant"), announced that it had sold its interest in its LaFehr & Chan Technologies, Inc. ("LCT") subsidiary. The sale was made to employees and former shareholders of LCT, together with the Tudor Trust, a New York investment fund. A copy of the press release is attached as an exhibit hereto and is incorporated by reference herein. Item 7. Financial Statements and Pro Forma Financial Information - --------------------- Required pro forma financial information will be filed as an amendment to this Form 8-K as soon as practicable, and within 60 days of the due date for this Form 8-K. INDEX TO EXHIBITS The following exhibit is filed as part of this report: Exhibit Sequential Number Exhibit Description Page Number - ---------- ------------------------------------ ----------- 99.1 Press Release 4 2 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. GEODYNAMICS CORPORATION ----------------------- Registrant Date: February 1, 1996 By: /s/ David P. Nelson --------------------------- David P. Nelson Vice President and Chief Financial Officer Date: February 1, 1996 By: /s/ Robert G. Cook --------------------------- Robert G. Cook Corporate Controller and Chief Accounting Officer 3 Exhibit 99.1 Geodynamics Corporation FOR IMMEDIATE RELEASE 21171 Western Avenue, Suite 120 Torrance, CA 90501(310) 781-3612 Company Contact: Joanne M. Dunlap GEODYNAMICS CORPORATION SELLS ITS LAFEHR AND CHAN TECHNOLOGIES, INC.SUBSIDIARY Torrance, CA, January 18, 1996--Geodynamics Corporation (NASDAQ- NMS:GDYN) announced today that it had sold its LaFehr and Chan Technologies, Inc. (LCT) subsidiary to an investor group composed of LCT employees and former shareholders of LCT, together with the Tudor Trust, a New York investment fund. The sale was for cash of $4.9 million which was funded partially through the redemption of Geodynamics shares held by certain of those parties. A Special Committee of the Board of Directors of Geodynamics had negotiated and approved this transaction which involved one existing Geodynamics Director, Thomas R. LaFehr, a former principal shareholder of LCT and a Director of LCT. The Tudor trust is also a significant shareholder of Geodynamics, owning approximately 14.8% of Geodynamics' outstanding shares. Geodynamics also announced that it resolved and concluded a definitive agreement on the amount of earnout due the former LCT shareholders, which will be payable on February 1, 1996 in an amount of $1.6 million. The purpose of these transactions was to facilitate the pending acquisition of Geodynamics by Logicon, Inc. Geodynamics is engaged in high technology remote sensing, software development, and image processing with a wide variety of applications in both government and commercial markets. For further information, contact Joanne M. Dunlap at (310) 781-3612. 4 -----END PRIVACY-ENHANCED MESSAGE-----