-----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, QQX6ybIJmfC5JsG/T+WKFvojpR+0nbE+ZomULZftEOIK/ex737ILV8wkS9qY0dAC iwZ72lwOiIOP9leHRxI0eA== 0000950123-09-073121.txt : 20091223 0000950123-09-073121.hdr.sgml : 20091223 20091223165220 ACCESSION NUMBER: 0000950123-09-073121 CONFORMED SUBMISSION TYPE: SC TO-C PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20091223 DATE AS OF CHANGE: 20091223 SUBJECT COMPANY: 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: SC TO-C SEC ACT: 1934 Act SEC FILE NUMBER: 005-41602 FILM NUMBER: 091258660 BUSINESS ADDRESS: STREET 1: 2105 CITYWEST BLVD STREET 2: SUITE 400 CITY: HOUSTON STATE: TX ZIP: 770422839 BUSINESS PHONE: 281.933.3339 MAIL ADDRESS: STREET 1: 2105 CITYWEST BLVD STREET 2: SUITE 400 CITY: HOUSTON STATE: TX ZIP: 770422839 FORMER COMPANY: FORMER CONFORMED NAME: INPUT OUTPUT INC DATE OF NAME CHANGE: 19930328 FILED BY: 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: SC TO-C BUSINESS ADDRESS: STREET 1: 2105 CITYWEST BLVD STREET 2: SUITE 400 CITY: HOUSTON STATE: TX ZIP: 770422839 BUSINESS PHONE: 281.933.3339 MAIL ADDRESS: STREET 1: 2105 CITYWEST BLVD STREET 2: SUITE 400 CITY: HOUSTON STATE: TX ZIP: 770422839 FORMER COMPANY: FORMER CONFORMED NAME: INPUT OUTPUT INC DATE OF NAME CHANGE: 19930328 SC TO-C 1 h69159sctovc.htm SC TO-C sctovc
 
 
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE TO
TENDER OFFER STATEMENT UNDER SECTION 14(d)(1) OR 13(e)(1)
OF THE SECURITIES EXCHANGE ACT OF 1934
ION Geophysical Corporation
(Name of Subject Company (Issuer) and Filing Person (Offeror))
Options to Purchase Common Stock, $0.01 par value
(Title of Class of Securities)
462044108
(CUSIP Number of Class of Securities (Underlying Common Stock))
David L. Roland, Esq.
Senior Vice President, General Counsel and Corporate Secretary
ION Geophysical Corporation
2105 CityWest Blvd.
Suite 400
Houston, Texas 77042-2839
(281) 933-3339
(Name, address and telephone number of person authorized to receive notices and communications on behalf of filing persons)
Copies to:
Marc H. Folladori
Mayer Brown LLP
700 Louisiana, Suite 3400
Houston, Texas 77002-2730
(713) 238-3000
CALCULATION OF FILING FEE
     
     
Transaction Valuation   Amount of Filing Fee*
     
N/A   N/A
     
     
*
  Pursuant to General Instruction D to Schedule TO, a filing fee is not required in connection with this filing as it relates solely to preliminary communications made before the commencement of a tender offer.
 
    
o
  Check the box if any part of the fee is offset as provided by Rule 0-11(a)(2) and identify the filing with which the offsetting fee was previously paid. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing.
     
Amount Previously Paid: N/A   Form or Registration No.: N/A
Filing Party: N/A   Date Filed: N/A
þ Check the box if the filing relates solely to preliminary communications made before the commencement of a tender offer.
Check the appropriate boxes below to designate any transactions to which the statement relates:
o third-party tender offer subject to Rule 14d-1.
þ issuer tender offer subject to Rule 13e-4.
o going-private transaction subject to Rule 13e-3.
o amendment to Schedule 13D under Rule 13d-2.
Check the following box if the filing is a final amendment reporting the results of the tender offer: þ
 
 

 

 

On April 23, 2009, ION Geophysical Corporation (“ION”) filed with the Securities and Exchange Commission (“SEC”) its Definitive Proxy Statement for the Annual Meeting of Stockholders of ION to be held on May 27, 2009, which contained, among other things, a proposal submitted to ION’s stockholders to approve an employee equity replenishment program that would permit ION’s employees (other than its chief executive officer and directors) to exchange certain outstanding stock options having exercise prices substantially above the current market price of ION common stock, and receive shares of ION common stock (the “Replenishment Program”). As disclosed in the Definitive Proxy Statement, the Replenishment Program could have been implemented by ION’s Board of Directors at any time within six months after May 27, 2009, the date of stockholder approval of this proposal.ION is filing this Tender Offer Statement on Schedule TO with the SEC to report that it did not commence, and has no current plans to commence, the Replenishment Program or any similar option exchange program.
The legend required by the Instructions to Rule 13e-4(c) under the Securities Exchange Act of 1934 with regard to pre-commencement public communications is intentionally omitted. The legend is deemed not applicable because ION has not commenced any offer under the Replenishment Program and has no current plans to do so.
 

 

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