8-K 1 h11095e8vk.txt INPUT/OUTPUT, INC.- DECEMBER 5, 2003 ================================================================================ 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): DECEMBER 5, 2003 INPUT/OUTPUT, INC. (Exact Name of Registrant As Specified In Its Charter) DELAWARE 1-12691 22-2286646 (State or Other Jurisdiction (Commission File No.) (I.R.S. Employer of Incorporation) Identification No.) 12300 PARC CREST DRIVE STAFFORD, TEXAS 77477 (Address of Principal Executive Offices) (Zip Code) ( 281) 933-3339 (Registrant's Telephone Number, Including Area Code) ================================================================================ ITEM 5. OTHER EVENTS AND REGULATION FD DISCLOSURE. On December 5, 2003, Input/Output, Inc., a Delaware corporation ("IO"), issued a press release pursuant to Rule 135c under the Securities Act of 1933, as amended (the "Securities Act"), announcing the pricing of its private offering of $50 million aggregate principal amount of its Convertible Senior Notes due 2008 pursuant to Rule 144A under the Securities Act. The sale of the notes is expected to close on December 10, 2003. IO also granted the initial purchaser of the notes a 30-day option to purchase up to an additional $10 million aggregate principal amount of the notes. The notes will bear interest at the rate of 5.50% per annum. The notes are convertible into shares of I/O common stock at a conversion rate of 231.4815 shares of common stock per $1,000 principal amount of notes, which is equivalent to an initial conversion price of $4.32 per share of common stock, subject to adjustment in certain circumstances. The foregoing is qualified by reference to the press release which is attached as Exhibit 99.1 to this Current Report on Form 8-K, which is incorporated herein by reference. The information contained in this Current Report on Form 8-K, including the exhibit hereto, is neither an offer to sell nor a solicitation of an offer to purchase any of the notes or any shares of common stock of IO and shall not constitute an offer, solicitation or sale in any jurisdiction in which such offer, solicitation or sale is unlawful. The notes and any shares of common stock of IO issuable upon conversion of the notes have not been registered under the Securities Act or the securities or blue sky laws of any jurisdiction and, unless registered, may not be offered or sold except pursuant to an applicable exemption from the registration requirements of the Securities Act and applicable securities laws of any other jurisdiction. ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS. (a) Financial statements of businesses acquired Not applicable (b) Pro forma financial information Not applicable (c) Exhibits 99.1 Press release of Input/Output Inc. dated December 5, 2003. ITEM 9. REGULATION FD DISCLOSURE. A. LIMITATION BY INCORPORATION BY REFERENCE In accordance with General Instruction B.2 of Form 8-K, the information set forth in this Item 9 shall not be deemed to be "filed" for purposes of Section 18 of the Securities Exchange Act of 1934, as amended or otherwise subject to the liabilities of that section, nor shall such information be deemed incorporated by reference in any filing under the Securities Act or the Exchange Act, except as shall be expressly set forth by specific reference in such a filing. B. SUPPLEMENTAL INFORMATION SCF NOTE AND WARRANT A portion of the net proceeds from the offering of notes referred to above will be used to repay in full the approximately $16.0 million in outstanding indebtedness under an unsecured promissory note payable to SCF-IV, L.P., which is scheduled to mature in May 2004. We had granted to SCF-IV, L.P. a warrant to purchase 2,673,517 shares of our common stock at $8.00 per share, which is scheduled to expire on August 5, 2005 (the SCF Warrant). Concurrently with the consummation of the notes offering, we expect to exchange 125,000 shares of our common stock with SCF-IV, L.P. for the SCF Warrant, in a transaction exempt from the registration requirements under the Securities Act. SIGNATURE 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, thereunto duly authorized. INPUT/OUTPUT, INC. (Registrant) /s/ [Brad Eastman] ---------------------------------------- [Brad Eastman] Vice President, Chief Administrative Officer and Secretary Date: December 5, 2003 EXHIBIT INDEX
EXHIBIT NO. DESCRIPTION 99.1 Press release of Input/Output, Inc. dated December 5, 2003.