UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
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
SECURITIES EXCHANGE ACT OF 1934
Date of Report: (Date of earliest event reported): November 14, 2011
ION Geophysical Corporation
(Exact name of registrant as specified in its charter)
| Delaware (State or other jurisdiction of incorporation) |
1-12691 (Commission file number) |
22-2286646 (I.R.S. Employer Identification No.) |
2105 CityWest Blvd, Suite 400
Houston, Texas 77042-2839
(Address of principal executive offices, including Zip Code)
Houston, Texas 77042-2839
(Address of principal executive offices, including Zip Code)
(281) 933-3339
(Registrant’s telephone number, including area code)
(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:
| o | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) | |
| o | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) | |
| o | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) | |
| o | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Item 7.01. Regulation FD Disclosure
R. Brian Hanson, President and Chief Operating Officer of ION Geophysical Corporation (the
“Company”), will be presenting at the Bank of America Merrill Lynch 2011 Global Energy Conference
to be held in Miami, Florida, on November 15, 2011, commencing at approximately 11:15 a.m. Eastern
Time. A copy of the presentation slides will be available in the “Investor Relations” section of
the Company’s website at www.iongeo.com on the day of the presentation and will be archived there
for approximately 90 days.
The information contained in Item 7.01 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 SEC under the Securities Act of 1933, as amended, or the Exchange Act.
The presentation referenced in this report and any oral or written statements made in
connection with the presentation may contain certain forward-looking statements within the meaning
of Section 27A of the Securities Act of 1933 and Section 21E of the Exchange Act. These
forward-looking statements may include statements concerning estimated revenues, expected timing of
future revenues and growth rates, estimated gross margins and operating expenses for fiscal 2011
and other years, future sales and market growth, timing of product introduction and
commercialization, and other statements that are not statements of historical fact. Actual results
may vary materially from those described in the forward-looking statements. All forward-looking
statements will reflect numerous assumptions and involve a number of risks and uncertainties.
These risks and uncertainties include 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 economic downturns and volatile credit environments; risks
associated with the performance of the Company’s INOVA Geophysical Equipment Limited
joint venture; risks associated with the Company’s level of indebtedness and compliance with debt
covenants, including compliance by its guarantors; risks of audit adjustments and other
modifications to the Company’s financial statements not currently foreseen; 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; risks associated with
pending and future litigation; 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 Reports on Form 10-K and its Quarterly Reports on Form 10-Q.
2
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: November 14, 2011 | ION GEOPHYSICAL CORPORATION | |||||
| By: | /s/ DAVID L. ROLAND
|
|||||
| David L. Roland | ||||||
| Senior Vice President, General Counsel and Corporate Secretary | ||||||
3