-----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, R9xdQiQNZNY86eKmFzK7gBH3hODJjoXAWfTKJdOeix4t2ffcHi4vK6tk+eakfTqV PI0JzKiRZVVeM7Czgx/GpQ== 0000950129-04-004059.txt : 20040615 0000950129-04-004059.hdr.sgml : 20040615 20040615083728 ACCESSION NUMBER: 0000950129-04-004059 CONFORMED SUBMISSION TYPE: 8-K/A PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20040510 ITEM INFORMATION: Acquisition or disposition of assets ITEM INFORMATION: Financial statements and exhibits FILED AS OF DATE: 20040615 FILER: COMPANY DATA: COMPANY CONFORMED NAME: INPUT OUTPUT INC CENTRAL INDEX KEY: 0000866609 STANDARD INDUSTRIAL CLASSIFICATION: MEASURING & CONTROLLING DEVICES, NEC [3829] IRS NUMBER: 222286646 STATE OF INCORPORATION: DE FISCAL YEAR END: 0531 FILING VALUES: FORM TYPE: 8-K/A SEC ACT: 1934 Act SEC FILE NUMBER: 001-12691 FILM NUMBER: 04862927 BUSINESS ADDRESS: STREET 1: 11104 W AIRPORT BLVD STREET 2: SUITE 200 CITY: STAFFORD STATE: TX ZIP: 77477 BUSINESS PHONE: 2819333339 MAIL ADDRESS: STREET 1: 11104 W AIRPORT BLVD STREET 2: SUITE 200 CITY: STAFFORD STATE: TX ZIP: 77477 8-K/A 1 h16158a2e8vkza.txt INPUT/OUTPUT, INC. - MAY 10, 2004 UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 ---------------------- FORM 8-K/A-2 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 10, 2004 INPUT/OUTPUT, INC. (Exact Name of Registrant as Specified in its Charter) DELAWARE 1-2691 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) EXPLANATORY NOTE This Amendment on Form 8-K/A-2 of Input/Output, Inc. amends the company's Current Report on Form 8-K which was filed with the Securities and Exchange Commission ("SEC") on May 11, 2004, and amended by Form 8-K/A-1 filed with the SEC on May 28, 2004 to add a new Item 2 and revise Item 7 thereof. The amendment modifies the company's prior disclosures concerning the company's proposed acquisition of GX Technology Corporation and the financing for such acquisition. These amendments describe the closing of the acquisition and the financing and modify the disclosures previously set forth in Item 5 and the pro forma financial data which give effect to this acquisition. No amendments were made to any historical financial data relating to either the company or GX Technology Corporation. This amendment is being filed in accordance with Rule 12b-15 under the Securities Exchange Act of 1934, as amended. For purposes of this Form 8-K/A-2, each item of the company's Form 8-K filed on May 11, 2004, as amended by its Form 8-K/A-1 filed on May 28, 2004 and that was affected by this amendment, has been amended and restated in its entirety. No attempt has been made in this Form 8-K/A-2 to modify or update other disclosures as presented in the original Form 8-K or the Form 8-K/A-1, except as required to reflect such amendments. ITEM 2. ACQUISITION OR DISPOSITION OF ASSETS. On June 14, 2004, in accordance with the terms of a Stock Purchase Agreement dated as of May 10, 2004, as amended by that certain First Amendment to Stock Purchase Agreement dated as of June 11, 2004, Input/Output, Inc., a Delaware corporation ("IO"), announced that it had purchased all of the equity interest of GX Technology Corporation, a Texas corporation ("GXT"), through a combination of cash and stock option value totaling approximately $150.0 million. The $150.0 million purchase price includes the assumption of approximately $4.5 million in debt and IO stock options having a value of approximately $14.6 million. The amount of the consideration paid was determined by arms' length negotiation among the parties. GXT, headquartered in Houston, Texas, is a leading provider of seismic imaging technology data processing and subsurface imaging services to oil and gas companies. The principal source of the cash component of the purchase price was the net proceeds of approximately $131.3 million to IO from an underwritten public offering of 20,209,631 shares of IO common stock, par value $0.01 per share, which were priced at $7.00 per share on June 8, 2004. Of the shares sold in the offering, 20,000,000 shares were sold by IO and 209,631 shares were sold by certain selling stockholders, none of whom were IO directors, officers, employees or their affiliates. IO did not receive any proceeds from the sale of the stock by the selling stockholders. In addition, IO granted the underwriters a 30-day option to purchase up to an additional 3,031,445 shares of IO common stock. The remainder of the cash consideration paid was from the company's cash on hand. In connection with the offering, IO terminated all or a portion of the outstanding GXT stock options and assumed certain outstanding GXT stock options, the terms of which now provide that such stock options represent options to purchase up to 2,916,590 shares of IO common stock at a weighted average exercise price of $1.98 per share. ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS. (a) Financial statements of business acquired * Consolidated financial statements of GX Technology Corporation and its subsidiaries as of March 31, 2004 (unaudited), June 30, 2003 and 2002 (audited), and for the years ended June 30, 2003, 2002 and 2001 (audited) and the nine-month periods ended March 31, 2004 and March 31, 2003 (unaudited), the notes thereto and independent auditors' report. (b) Pro forma financial information Unaudited Pro Forma Statement of Income for the year ended December 31, 2003 Unaudited Pro Forma Statement of Income for the three months ended March 31, 2004. Unaudited Pro Forma Balance Sheet as of March 31, 2004 Notes to Pro Forma Financial Information (c) Exhibits *10.1 Stock Purchase Agreement dated as of May 10, 2004, by and among GX Technology Corporation, Input/Output, Inc. and the Sellers that are parties thereto, filed as Exhibit 2.1 to the Company's Registration Statement on Form S-3 filed with the Securities and Exchange Commission on May 10, 2004, and incorporated herein by reference. 10.2 First Amendment to Stock Purchase Agreement dated as of June 11, 2004. *99.1 Consent of Deloitte & Touche LLP. * Previously filed with the company's Current Report on Form 8-K, filed with the SEC on May 11, 2004. SIGNATURE Pursuant to the requirements of the Securities and Exchange Act of 1934, the Registrant has duly caused this Current Report to be signed on its behalf by the undersigned, thereunto duly authorized. INPUT/OUTPUT, INC. (Registrant) By: /s/ David L. Roland ----------------------------------- David L. Roland Vice President - General Counsel and Corporate Secretary Date: June 14, 2004 EXHIBIT INDEX
EXHIBIT NO. DESCRIPTION - ----------- ----------- *10.1 Stock Purchase Agreement dated as of May 10, 2004, by and among GX Technology Corporation, Input/Output, Inc. and the Sellers that are parties thereto, filed as Exhibit 2.1 to the Company's Registration Statement on Form S-3 filed with the Securities and Exchange Commission on May 10, 2004, and incorporated herein by reference. 10.2 First Amendment to Stock Purchase Agreement dated as of June 11, 2004. *99.1 Consent of Deloitte & Touche LLP.
* Previously filed with the company's Current Report on Form 8-K, filed with the SEC on May 11, 2004. EX-10.2 2 h16158a2exv10w2.txt FIRST AMENDMENT TO STOCK PURCHASE AGREEMENT EXHIBIT 10.2 FIRST AMENDMENT TO STOCK PURCHASE AGREEMENT FINAL FIRST AMENDMENT TO STOCK PURCHASE AGREEMENT This is the first amendment ("First Amendment") to that certain Stock Purchase Agreement, dated as of May 10, 2004 (the "Agreement"), by and among GX Technology Corporation, Input/Output, Inc. and the Sellers listed on the signature pages of the Agreement. Capitalized terms not otherwise defined herein shall have the same meaning given to them in the Agreement. Section 1.1 Amendments to the Agreement. (a) The definition of "Closing Company Indebtedness" is hereby deleted and replaced with the following: "Closing Company Indebtedness" means the amount of Indebtedness of the Company on the Closing Date, plus (a) the amount of $2,697,114, which will be used by Sellers to satisfy certain transaction costs and will be paid out of the proceeds delivered to Sellers at Closing, (b) the amount of $317,995.00, representing the aggregate "Grantee Payments" approved by the Compensation Committee of the Company, by unanimous consent dated as of June 10, 2004, as described under the caption "Payment of Cash Consideration in Lieu of Options to Certain Intended Option Grantees" and (c) the amount of $2,516,533.85, representing accrued dividends and accrued interest thereon on the Company's preferred stock, which is required to be paid by the Company in cash upon conversion of such preferred stock to common stock (such amount shall be paid out of the proceeds delivered to Sellers at Closing). (b) The second sentence of Section 3.1(a) of the Agreement is hereby deleted and replaced with the following: "The amount of the Closing Company Indebtedness and the Closing Company Cash Amount shall be certified as of 11:00 a.m. CDT on June 11, 2004 by the chief executive officer or chief financial officer of the Company." (c) The fourth sentence of Section 3.3 of the Agreement is hereby deleted. (d) Schedule 5.7 of the Agreement is hereby replaced with Schedule 5.7 attached hereto. (e) Schedule 5.8 of the Agreement is hereby supplemented with the supplemental disclosures set forth in the Schedule 5.8 - Supplemental Disclosures attached hereto. (f) The parties acknowledge that Eileen M. Guyton, an optionholder of the Company, has not been located, and therefore has not executed and delivered an Option Termination Agreement as required by the Agreement. The parties agree that the Closing Cash Consideration shall be reduced by the amount which Ms. Guyton would have received had she executed and delivered an Option Termination Agreement, such amount following the Closing to be held by the Company or its Affiliates so long as necessary to satisfy any future payment obligation to Ms. Guyton. (g) The first sentence of Section 5.5(a) is hereby deleted and replaced with the following: "The authorized capital stock of the Company consists of 10,000,000 shares of common stock, par value $.01 per share, of which 1,550,379 are issued and outstanding, and 1,000,000 shares of preferred stock, par value $1.00 per share, 500,000 of which have been designated Series A Senior Convertible Preferred Stock, 481,696 of which are issued and outstanding, and 500,000 of which have been designated Series B Senior Convertible Preferred Stock, 480,000 of which are issued and outstanding." (h) Exhibit A to the Agreement is hereby deleted and replaced with Exhibit A attached hereto. (i) The amount $4,045,247 in Section 3.1(b) of the Agreement is deleted and replaced with $4,045,299.31. Section 1.2 Full Force and Effect. Except as expressly amended and modified pursuant to this First Amendment, the Agreement shall remain unchanged and in full force and effect and is hereby ratified and confirmed in all respects. Section 1.3 Counterpart; Facsimile Signatures. This First Amendment may be executed in several counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same First Amendment. Facsimile signatures on this First Amendment shall be deemed original signatures. [Signature page follows.] Agreed and accepted this 11th day of June, 2004. INPUT/OUTPUT, INC. BY: /S/ J. MICHAEL KIRKSEY ---------------------------------------------- NAME: J. MICHAEL KIRKSEY ------------------------------------------- TITLE: EXECUTIVE VP AND CFO ------------------------------------------- GX TECHNOLOGY CORPORATION BY: /S/ MICHAEL K. LAMBERT ---------------------------------------------- NAME: MICHAEL K. LAMBERT ------------------------------------------- TITLE: PRESIDENT AND CEO ------------------------------------------- SELLERS: BA CAPITAL COMPANY, L.P. BY: BA SBIC MANAGEMENT, LLC, ITS GENERAL PARTNER BY: BA EQUITY MANAGEMENT, L.P., ITS SOLE MEMBER BY: BA EQUITY MANAGEMENT GP, LLC, ITS GENERAL PARTNER BY: /S/ EDWARD A. BALOGH, JR. ---------------------------------------------- Edward A. Balogh, Jr., Chief Financial Officer TEBAK, INC. BY: /S/ THOMAS D. BARROW ---------------------------------------------- Thomas D. Barrow, President TEBAK PARTNERSHIP L.P. BY TEBAK, INC., Its General Partner BY: /S/ THOMAS D. BARROW --------------------------------------- Thomas D. Barrow, President THOMAS D. BARROW 2004 GRANTOR RETAINED ANNUITY TRUST BY: /S/ KENNETH T. BARROW --------------------------------------- Kenneth T. Barrow, Co-Trustee of the Thomas D. Barrow 2004 Grantor Retained Annuity Trust, solely in his fiduciary capacity and not in his individual capacity BY: /S/ ELIZABETH BARROW BRUEGGEMAN --------------------------------------- Elizabeth Barrow Brueggeman, Co-Trustee of the Thomas D. Barrow 2004 Grantor Retained Annuity Trust, solely in her fiduciary capacity and not in her individual capacity JANICE H. BARROW 2004 GRANTOR RETAINED ANNUITY TRUST BY::/S/ KENNETH T. BARROW --------------------------------------- Kenneth T. Barrow, Co-Trustee of the Janice H. Barrow 2004 Grantor Retained Annuity Trust, solely in his fiduciary capacity and not in his individual capacity BY: /S/ ELIZABETH BARROW BRUEGGEMAN --------------------------------------- Elizabeth Barrow Brueggeman, Co-Trustee of the Janice H. Barrow 2004 Grantor Retained Annuity Trust, solely in her fiduciary capacity and not in her individual capacity /S/ THOMAS D. BARROW -------------------------------------------------- Thomas D. Barrow -------------------------------------------------- Donald E. Larson -------------------------------------------------- G. David Dubois -------------------------------------------------- Robert S. Limbaugh, Jr. -------------------------------------------------- J. Pat Lindsey CHARLENE W. PATCH FAMILY TRUST BY: ---------------------------------------------- NAME: ------------------------------------------- TITLE: ------------------------------------------- -------------------------------------------------- Michael K. Lambert -------------------------------------------------- Randy G. Finch -------------------------------------------------- Susan E. Collins -------------------------------------------------- Marc de Buyl -------------------------------------------------- Christopher R. Dick -------------------------------------------------- Kevin D. Grove -------------------------------------------------- Karen A. Julien -------------------------------------------------- George Farmer -------------------------------------------------- Doyle Fouquet -------------------------------------------------- Jean-Paul Jeannot -------------------------------------------------- Phillip Wrangle As provided in Section 1 of the Sellers' Representative Agreement made as of June 11, 2004 among William J. Johnson, as Sellers' Representative, the Company, the Selling Shareholders and the Optionees party thereto and the Purchaser (the "Sellers' Rep Agreement"), William J. Johnson, as Sellers' Representative, is executing this First Amendment for and on behalf of each Seller (other than the Majority Holders, as defined in the Sellers' Rep Agreement), as the valid, binding and enforceable action and obligation of each. /S/ WILLIAM J. JOHNSON ------------------------------------------- William J. Johnson, as Sellers' Representative for each Seller listed above other than the Majority Holders, as defined in the Sellers' Rep Agreement -----END PRIVACY-ENHANCED MESSAGE-----