8-K

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 29, 2014

ION Geophysical Corporation

(Exact name of registrant as specified in its charter)

Delaware (State or other jurisdiction of incorporation) 1-12691 (Commission file number) 22-2286646 (I.R.S. Employer Identification No.)

2105 CityWest Blvd, Suite 400

Houston, Texas 77042-2839

(Address of principal executive offices, including Zip Code)

(281) 933-3339(Registrant’s telephone number, including area code)

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:

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

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

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

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

Item 7.01.    Regulation FD Disclosure

On January 29, 2014, ION Geophysical Corporation (the “Company”) issued a press release announcing that the Company had increased its equity ownership in OceanGeo B.V. from 30% ownership to 70% ownership. OceanGeo is a geophysical company specializing in multicomponent ocean bottom seismic acquisition.Formerly named GeoRXT B.V., OceanGeo is owned by the Company and Georadar Levantamentos Geofisicos S/A. A copy of the press release is furnished as Exhibit 99.1 hereto.

In the same press release, the Company announced that Oceangeo was awarded a 510 square km ocean-bottom 3D seismic survey by the Petroleum Company of Trinidad and Tobago Limited (Petrotrin). The survey has already commenced offshore Trinidad.

In conjunction with the above press release, the Company has scheduled a conference call for Thursday, January 30, at 11:00 a.m. Eastern Time (10:00 a.m. Central). The information for accessing the conference call is included in the press release.

The information contained in Item 7.01 and the exhibit of this report (i) is not to be considered “filed” under the Securities Exchange Act of 1934, as amended (the “Exchange Act”) and (ii) shall not be incorporated by reference into any previous or future filings made by or to be made by the Company with the Securities and Exchange Commission (“SEC”) under the Securities Act of 1933, as amended (the “Securities Act”), or the Exchange Act.

The information contained in this report and the attached exhibit contains certain forward-looking statements within the meaning of Section 27A of the Securities Act and Section 21E of the Exchange Act. These forward-looking statements may include statements concerning benefits expected to result from the joint venture, prospects for business development and backlog and other statements that are not of historical fact. Actual results may vary materially from those described in these forward-looking statements. All forward-looking statements reflect numerous assumptions and involve a number of risks and uncertainties. These risks and uncertainties include risks associated with known and unknown liabilities related to the OceanGeo business; risks of integration and operation of the OceanGeo business; risks of economic downturns and volatile credit environments; risks of international political and economic events and turmoil; risks related to future OceanGeo performance; market risks; and risks that sources of capital may not prove adequate. Additional risk factors, which could affect actual results, are disclosed by the Company from time to time in its filings with the Securities and Exchange Commission, including its Annual Reports on Form 10-K and its Quarterly Reports on Form 10-Q.

Item 9.01.    Financial Statements and Exhibits

(a)    Financial statements of businesses acquired.

Not applicable.

(b)    Pro forma financial information.

2

Not applicable.

(c)    Shell company transactions.

Not applicable.

(d)    Exhibits.

Exhibit NumberDescription

99.1        Press Release dated January 29, 2014.

3

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.

Date: January 29, 2014	ION GEOPHYSICAL CORPORATION
	By: /s/ DAVID L. ROLAND   David L. Roland   Senior Vice President, General Counsel and    Corporate Secretary

4

EXHIBIT INDEX

Exhibit Number	Description
99.1	Press Release dated January 29, 2014.

5

EX-99.1

ION Announces Increased Ownership in OceanGeo

Joint Venture for Ocean Bottom Seismic Acquisition

OceanGeo Receives Contract Award

Company Schedules Conference Call for January 30 at 10 AM Central

HOUSTON– January 29, 2014 – ION Geophysical Corporation (NYSE: IO) today announced that it has increased its ownership interest in OceanGeoB.V., a geophysical company specializing in multicomponent ocean bottom seismic acquisition. ION now owns 70% of OceanGeo, up from the 30% the Company acquired in February 2013. Formerly known as GeoRXT, OceanGeo is owned by ION and Georadar Levantamentos Geofisicos S/A.

OceanGeo was awarded a 510 square km ocean bottom 3D seismic survey offshore Trinidad for Petroleum Company of Trinidad and Tobago Limited (Petrotrin). Work commenced in December 2013 and is expected to be complete in April or May 2014.

Brian Hanson, ION’s President and CEO, commented, “Our ownership increase in OceanGeo is a key milestone in executing our strategic shift from being a seismic equipment company to leveraging our technologies to provide higher-value solutions directly to E&P companies. Through OceanGeo, we will be putting our next generation, industry leading Calypso^TM ocean bottom seismic acquisition system to work in a service model.

“The ocean bottom seismic market has grown tremendously over the past six years, and we see this trend continuing as oil and gas companies seek higher quality seismic data to better locate wells and manage their reservoirs. OceanGeo provides a full suite of ocean bottom seismic services, including survey design, planning, and optimization, data acquisition, geophysical QC and, through ION, can provide data processing, interpretation, and reservoir services.”

Celso Magalhaes, Georadar’s Chairman of the Board, added, “We are pleased to partner with ION to bring to the growing seabed seismic market the most advanced ocean bottom seismic acquisition services in the industry. While we have a new name and new ownership, we have a proven track record of successfully acquiring ocean bottom seismic data, safely and efficiently, with over five years of operation offshore Brazil. Now we bring that expertise to the global marketplace.”

ION has scheduled a conference call for Thursday, January 30, 2014 at 11 AM Eastern Time / 10 AM Central Time. Interested parties may participate by dialing 866-225-8754 and asking for the ION call a few minutes prior to start time. For those who cannot listen to the live call, a telephone replay will be available through February 13, 2014 and may be accessed by calling 800-406-7325 using passcode 4666023#. A replay of the call will also be available on the Company’s website at http://investorrelations.i-o.com for approximately 12 months.

Headquartered in Houston and Rio de Janeiro, OceanGeo is led by Colin Hulme, Chief Executive Officer, formerly ION Senior Vice President.

To learn more about OceanGeo, visit oceangeo.co.

About ION

ION Geophysical Corporation is a leading provider of geophysical technology, services, and solutions for the global oil & gas industry. ION's offerings are designed to allow E&P companies to obtain higher resolution images of the subsurface to reduce the risk of exploration and reservoir development, and to enable seismic contractors to acquire geophysical data safely and efficiently. Additional information about ION is available at iongeo.com.

About Georadar

A Brazilian company, Georadar specializes in the provision of onshore and offshore services for geophysical surveying, environmental diagnosis and geotechnical data collection for the petroleum and mining industries.

Contacts

ION (Investor relations)

Greg Heinlein

Senior Vice President and Chief Financial Officer

+1 281.552.3011

ION (Media relations)

Karen Abercrombie

Vice President - Corporate Marketing & Communications

+1 713.366.7281

karen.abercrombie@iongeo.com

Georadar (Investor relations)

Milson Mundim

Chief Financial Officer

+55 31 2104-7171

milson.mundim@georadar.com.br

Georadar (Media relations)

Karem Cybele Zeca

Marketing Coordinator

+55 21 3194-7400

karem.zeca@georadar.com.br

OceanGeo

Colin Hulme

Chief Executive Officer

+1 281.879.3630

The information included herein contains certain forward-looking statements within the meaning of Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934. These forward-looking statements may include benefits expected to result from the joint venture and other statements that are not of historical fact. Actual results may vary materially from those described in these forward-looking statements. All forward-looking statements reflect numerous assumptions and involve a number of risks and uncertainties. These risks and uncertainties include risks associated with known and unknown liabilities related to the OceanGeo business; risks of integration and operation of the OceanGeo business; and risks that sources of capital may not prove adequate. Additional risk factors, which could affect actual results, are disclosed by the Company from time to time in its filings with the Securities and Exchange Commission (“SEC”), including its Annual Report on Form 10-K for the year ended December 31, 2012 and its Quarterly Reports on Form 10-Q and Current Reports on Form 8-K filed during 2013.