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): February 10, 2012
ION Geophysical Corporation
(Exact name of registrant as specified in its charter)
| Delaware | 1-12691 | 22-2286646 | ||
| (State or other jurisdiction of incorporation) |
(Commission file number) |
(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 3.03 | Material Modification to Rights of Security Holders. |
The text set forth in Item 5.03 of this Current Report on Form 8-K is incorporated into this item by reference.
| Item 5.03 | Amendment to Articles of Incorporation or Bylaws; Change in Fiscal Year. |
On February 10, 2012, ION Geophysical Corporation (the “Company”) filed a Certificate of Elimination (the “Certificate of Elimination”) to eliminate all references in the Company’s Restated Certificate of Incorporation to its Series A Junior Participating Preferred Stock (the “Preferred Stock”). The Preferred Stock had been previously authorized for issuance in order to be available upon exercise of certain rights (the “Rights”) to purchase shares of the Preferred Stock under a shareholder rights plan adopted by the Company in December 2008. As previously disclosed, the shareholder rights plan had been scheduled to expire by its terms on December 29, 2011, and on that date the plan expired and was terminated. The Rights had accompanied shares of the Company’s common stock and had been granted pursuant to a Rights Agreement dated December 30, 2008 between the Company and Computershare Trust Company, N.A., as rights agent, which also terminated pursuant to its terms on December 29, 2011.
As a result of the expiration of the Rights, the Rights have no further force or effect. All shares of Preferred Stock that had been reserved for issuance under the Rights Plan resumed the status of authorized and unissued shares of the Company’s preferred stock. A copy of the Certificate of Elimination as filed with the Secretary of State of the State of Delaware is attached hereto as Exhibit 3.1 and incorporated herein by reference.
| Item 9.01 | Financial Statement and Exhibits. |
(d) Exhibits.
| Exhibit No. |
Description | |
| 3.1 | Certificate of Elimination of Series A Junior Participating Preferred Stock, effective February 10, 2012. | |
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: February 13, 2012 | ION GEOPHYSICAL CORPORATION | |||||
| By: | /s/ DAVID L. ROLAND | |||||
| David L. Roland | ||||||
| Senior Vice President, General Counsel and Corporate Secretary | ||||||
Exhibit 3.1
CERTIFICATE OF ELIMINATION
OF THE
SERIES A JUNIOR PARTICIPATING PREFERRED STOCK
OF
ION GEOPHYSICAL CORPORATION
Pursuant to Section 151(g)
of the General Corporation Law
of the State of Delaware
ION Geophysical Corporation, a corporation organized and existing under the laws of the State of Delaware (the “Corporation”), in accordance with the provisions of Section 151(g) of the General Corporation Law of the State of Delaware, hereby certifies as follows:
1. That, pursuant to Section 151 of the General Corporation Law of the State of Delaware and the authority granted in the Restated Certificate of Incorporation of the Corporation, as amended (the “Certificate of Incorporation”), the Board of Directors of the Corporation by resolution duly adopted, authorized the issuance of a series of two hundred thousand (200,000) shares of Series A Junior Participating Preferred Stock, par value $0.01 per share, of the Corporation (the “Preferred Stock”) and established the voting powers, designations, preferences and relative, participating and other rights, and the qualifications, limitations or restrictions thereof, and, on December 31, 2008, filed a Certificate of Designations (the “Certificate of Designations”) with respect to such Preferred Stock in the office of the Secretary of State of the State of Delaware.
2. That no shares of the Preferred Stock are outstanding and no shares thereof will be issued subject to the Certificate of Designations.
3. That the Board of Directors of the Corporation by unanimous written consent of its members dated February 1, 2012, filed with the minutes of the Board, duly adopted the following resolutions:
WHEREAS, by resolution of the Board of Directors of the Corporation and by a Certificate of Designations (the “Certificate of Designations”) filed in the office of the Secretary of State of the State of Delaware on December 31, 2008, the Corporation authorized the issuance of a series of two hundred thousand (200,000) shares of Series A Junior Participating Preferred Stock, par value $0.01 per share, of the Corporation (the “Preferred Stock”) and established the voting powers, designations, preferences and relative, participating and other rights, and the qualifications, limitations or restrictions thereof; and
WHEREAS, as of the date hereof, no shares of such Preferred Stock are outstanding and no shares of such Preferred Stock will be issued subject to the Certificate of Designations; and
WHEREAS, it is desirable that all matters set forth in the Certificate of Designations with respect to such Preferred Stock be eliminated from the Restated Certificate of Incorporation, as heretofore amended, of the Corporation.
NOW, THEREFORE, BE IT, AND IT HEREBY IS, RESOLVED, that all matters set forth in the Certificate of Designations with respect to such Preferred Stock be eliminated from the Restated Certificate of Incorporation, as heretofore amended, of the Corporation, and the shares of Preferred Stock heretofore reserved for issuance under such Certificate of Designations shall again be available for issuance hereafter under Article “Fourth” of the Corporation’s Certificate of Incorporation in one or more series as the Board of Directors shall hereafter from time to time determine; and it is further
RESOLVED, that the officers of the Corporation be, and hereby are, authorized and directed to file a Certificate of Elimination with the office of the Secretary of State of the State of Delaware setting forth a copy of these resolutions whereupon all matters set forth in the Certificate of Designations with respect to such Preferred Stock shall be eliminated from the Restated Certificate of Incorporation, as heretofore amended, of the Corporation.
4. That, accordingly, all matters set forth in the Certificate of Designations with respect to the Preferred Stock be, and hereby are, eliminated from the Certificate of Incorporation, and all shares of Preferred Stock shall resume the status of authorized but unissued shares of preferred stock, $0.01 par value per share, of the Corporation.
[Signature on next page]
IN WITNESS WHEREOF, ION Geophysical Corporation has caused this Certificate to be executed by its duly authorized officer on this 1st day of February, 2012.
| ION Geophysical Corporation | ||
| By: | /s/ David L. Roland | |
| Name: | David L. Roland | |
| Office: | Senior Vice President, General Counsel and Corporate Secretary | |