Document

0000866609-17-000003.txt : 20170502 0000866609-17-000003.hdr.sgml : 20170502 20170502160629 ACCESSION NUMBER: 0000866609-17-000003 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20170502 ITEM INFORMATION: Termination of a Material Definitive Agreement FILED AS OF DATE: 20170502 DATE AS OF CHANGE: 20170502 FILER: COMPANY DATA: COMPANY CONFORMED NAME: ION GEOPHYSICAL CORP CENTRAL INDEX KEY: 0000866609 STANDARD INDUSTRIAL CLASSIFICATION: OIL AND GAS FIELD EXPLORATION SERVICES [1382] IRS NUMBER: 222286646 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-12691 FILM NUMBER: 17805013 BUSINESS ADDRESS: STREET 1: 2105 CITYWEST BLVD STREET 2: SUITE 100 CITY: HOUSTON STATE: TX ZIP: 770422855 BUSINESS PHONE: 281.933.3339 MAIL ADDRESS: STREET 1: 2105 CITYWEST BLVD STREET 2: SUITE 100 CITY: HOUSTON STATE: TX ZIP: 770422855 FORMER COMPANY: FORMER CONFORMED NAME: INPUT OUTPUT INC DATE OF NAME CHANGE: 19930328 8-K 1 a8katmprogramterm.htm 8-K Document

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 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): May 2, 2017

ION Geophysical Corporation

(Exact Name of Registrant as Specified in Charter)




Delaware	1-12691	22-2286646
(State or Other Jurisdiction of Incorporation)	(Commission File Number)	(I.R.S. Employer Identification No.)

2105 CityWest Boulevard, Suite 100, Houston, Texas		77042-2855
(Address of Principal Executive Offices)		(Zip Code)

Registrant’s Telephone Number, Including Area Code: (281) 933-9339

(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 (see General Instruction A.2. below):



	☐	Written communication 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 communication pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
	☐	Pre-commencement communication pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR §230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 1.02 Termination of a Material Definitive Agreement.

On May 2, 2017, ION Geophysical Corporation (the “Company”) today announced that its board of directors has authorized the Company to terminate, effective immediately, the Distribution Agreement (the “Agreement”) with Evercore Group L.L.C. (the “Agent”) providing for the Company’s “at-the-market” equity offering program (the “ATM Program”). The Agreement allowed the Company under the ATM Program to issue and sell, from time to time, through the Agent, shares of the Company’s common stock, par value $0.01 per share, having an aggregate gross sales price of up to $20,000,000 (the “Shares”). No Shares were sold under the ATM Program and the Company has no further obligations thereunder.

Item 9.01. Financial Statements and Exhibits



Exhibit Number		Description

99.1		Press release dated May 2, 2017

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: May 2, 2017




			ION GEOPHYSICAL CORPORATION

			By:	/s/ Jamey S. Seely
				Jamey S. Seely
				Executive Vice President, General Counsel and Corporate Secretary

EXHIBIT INDEX



Exhibit Number		Description

99.1		Press release dated May 2, 2017

EX-99.1 2 exhibit991pressreleaseatmt.htm EXHIBIT 99.1 Exhibit

Exhibit 99.1

ION announces termination of "at-the-market" equity offering program

HOUSTON - May 2, 2017 - ION Geophysical Corporation (NYSE: IO) today announced that its board of directors has authorized the Company to terminate, effective immediately, the Distribution Agreement (the “Agreement”) with Evercore Group L.L.C. (the “Agent”) providing for the Company’s “at-the-market” equity offering program (the “ATM Program”). The Agreement allowed the Company under the ATM Program to issue and sell, from time to time, through the Agent, shares of the Company’s common stock, par value $0.01 per share, having an aggregate gross sales price of up to $20,000,000 (the “Shares”). No Shares were sold under the ATM Program and the Company has no further obligations thereunder.

“The intent behind our ‘at-the-market’ offering was to put a program in place to give us the ability to be opportunistic if opportunities that require additional capital present themselves. Unfortunately it was not well received by the markets as our short interest increased 50%. Given the pricing pressure on the stock, we do not feel it’s in the best interests of ION’s shareholders to continue the program,” stated Brian Hanson, ION’s President and Chief Executive Officer. “As a result, we are terminating the program.”

About ION

ION is a leading provider of technology-driven solutions to the global oil and gas industry. ION’s offerings are designed to help companies reduce risk and optimize assets throughout the E&P lifecycle. For more information, visit iongeo.com.

Contact

Jamey Seely

Executive Vice President and General Counsel

+1.281.552.3011

jamey.seely@iongeo.com

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 information and other statements that are not 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. Risk factors, which could affect actual results, are disclosed by each Company from time to time in their filings with the Securities and Exchange Commission (“SEC”), including their Annual Report on Form 10-K for the year ended December 31, 2016 and other subsequent filings.

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