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 17, 2010
ION Geophysical Corporation
(Exact name of registrant as specified in its charter)
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| Delaware
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1-12691
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22-2286646 |
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(Commission file number)
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(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:
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR
240.14d-2(b)) |
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR
240.13e-4(c)) |
Item 2.02. Results of Operations and Financial Condition
On February 17, 2010, ION Geophysical Corporation (the “Company”) issued a press release
containing information regarding the Company’s results of operations for the quarter and year ended
December 31, 2009. A copy of the press release is furnished as Exhibit 99.1 hereto.
The information contained in Item 2.02 and Exhibit 99.1 of this report (i) is not to be
considered “filed” under the Securities Exchange Act of 1934, as amended (the “Exchange Act”) and
(ii) shall not be incorporated by reference into any previous or future filings made by or to be
made by the Company with the Securities and Exchange Commission (“SEC”) under the Securities Act of
1933, as amended, or the Exchange Act.
The information contained in this report and the attached exhibit 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 include
statements concerning future sales and market growth, future cash needs and future sources of cash,
including availability under our revolving line of credit facility, future compliance with our debt
financial covenants, benefits expected to result from the BGP transactions and other statements
that are not of 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. These risks and uncertainties include risks of audit
adjustments and other modifications to the Company’s financial statements not currently foreseen;
risks associated with the timing and development of the Company’s products and services and market
acceptance of the Company’s new and revised product offerings; risks associated with the economic
downturn and the volatile credit environment; risks associated with required regulatory approvals
for and completion of the BGP transactions; risks associated with the Company’s level of
indebtedness, including compliance with debt covenants; risks associated with competitors’ product
offerings and pricing pressures resulting therefrom; risks that sources of capital may not prove
adequate; risks related to collection of receivables; and risks related to technological and
marketplace changes affecting the Company’s product line. Additional risk factors, which could
affect actual results, are disclosed by the Company from time to time in its filings with the
Securities and Exchange Commission, including its Annual Report on Form 10-K for the year ended
December 31, 2008, its Quarterly Reports on Form 10-Q filed during 2009 and its Annual Report on
Form 10-K for the year ended December 31, 2009.
Item 9.01 Financial Statements and Exhibits.
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Financial statements of businesses acquired. |
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Not applicable. |
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Pro forma financial information. |
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Not applicable. |
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Shell company transactions. |
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