- Current report filing (8-K)
March 26 2010 - 2:18PM
Edgar (US Regulatory)
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
March 26, 2010 (March 22, 2010)
(Date of earliest event reported)
GEOKINETICS
INC.
(Exact name of registrant as specified in its charter)
Delaware
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001-33460
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94-1690082
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(State or other jurisdiction of
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(Commission File Number)
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(I.R.S. Employer
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incorporation or organization)
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Identification Number)
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1500 CityWest Blvd., Suite 800
Houston, Texas, 77042
(Address of principal executive offices)
(713) 850-7600
(Registrants telephone number, including area code)
N/A
(Former name or former address, if changed since last report)
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))
SECTION 5
Corporate Governance and Management
Item
5.02. Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On March 22, 2010,
Geokinetics Inc. (Geokinetics) appointed Gottfred Langseth and Anthony
Tripodo to its Board of Directors. As
previously reported, on December 3, 2009, Geokientics Inc. (Geokinetics)
and certain of its subsidiaries entered into a definitive purchase agreement,
as amended, with Petroleum Geo-Services ASA and certain of its subsidiaries (PGS)
under which Geokinetics acquired the onshore seismic data acquisition and
multi-client data library business of PGS (PGS Onshore) in a cash and stock
transaction. The transaction closed on February 12,
2010. Pursuant to the terms of the
purchase agreement, Geokinetics was to use its reasonable best efforts to cause
two individuals nominated by PGS to Geokinetics to be appointed as members of
Geokinetics Board of Directors, subject to certain additional
requirements. Messrs. Langseth and
Tripodo were PGSs nominees and will serve as
directors for a term expiring at Geokinetics next annual meeting of
stockholders, at which time it is expected that they will be nominated for
election to a full term on the Board of Directors, or until their successors
are elected and qualified. Neither Messrs. Langseth
nor Tripodo is currently expected to be named to any committees of the Board of
Directors of Geokinetics.
On March 22, 2010,
Geokinetics and Mark A. Hess, Vice President and Chief Accounting Officer,
mutually agreed that Mr. Hess would leave Geokinetics to pursue other
opportunities, effective immediately.
On March 22, 2010,
Geokinetics also entered into employment agreements with Scott A. McCurdy,
Geokinetics current Senior Vice President and Chief Financial Officer, and Lee
Parker, Geokinetics current Executive Vice President of Operations.
Mr. McCurdys
employment agreement provides for an annual base salary of $275,040 and a
discretionary bonus with a target of 60% of his base salary. If Geokinetics terminates Mr. McCurdys
employment without cause, Mr. McCurdy is entitled to twelve months
severance pay. Additionally, if Mr.
McCurdys employment with Geokinetics is severed for any reason within three
years of the date of the agreement, the restricted stock awarded on July 29,
2009 will automatically vest. The
employment agreement provides that Mr. McCurdy is not entitled to severance pay
if his employment is terminated due to death, disability, his resignation, or
termination for cause, unless Geokinetics advises Mr. McCurdy of its
intention to enforce certain non-compete obligations. In the event Geokinetics undergoes a change
in control resulting in a reduced salary or job function, Mr. McCurdy has
the right to resign from Geokinetics within six months of the date of event, in
addition to receiving twelve months salary and certain additional equity
vesting provisions. The agreement also
contains various non-compete and non-solicitation provisions.
Mr. Parkers
employment agreement provides for an annual base salary of $285,000 and a
discretionary bonus with a target of 66% of his base salary. If Geokinetics terminates Mr. Parkers
employment without cause, Mr. Parker is entitled to twelve months
severance pay. Additionally, if Mr.
Parkers employment with Geokinetics is severed for any reason within three
years of the date of the agreement, the restricted stock awarded on July 29,
2009 will automatically vest. The
employment agreement provides that Mr. Parker is not entitled to severance pay
if his employment is terminated due to death, disability, his resignation, or
termination for cause, unless Geokinetics advises Mr. Parker of its
intention to enforce certain non-compete obligations. In the event Geokinetics undergoes a change
in control resulting in a reduced salary or job function, Mr. Parker has
the right to resign from Geokinetics within six months of the date of event, in
addition to receiving twelve months salary and certain additional equity
vesting provisions. The agreement also
contains various non-compete and non-solicitation provisions.
The foregoing summaries
of the employment agreements for Messrs. McCurdy and Parker are qualified
in their entirety by reference to the employment agreements, which will be
filed as exhibits to Geokinetics Quarterly Report on Form 10-Q for the
quarter ended March 31, 2010.
SECTION 7
Regulation FD
Item 7.01. Regulation FD Disclosure.
On March 22, 2010,
Geokinetics issued a press release announcing that Mark A. Hess, Vice President
and Chief Accounting Officer, was leaving Geokinetics, effective
immediately. A copy of the press release
is furnished as Exhibit 99.1 and is incorporated herein by reference.
2
On March 23, 2010,
Geokinetics issued a press release announcing the appointment to the Board of
Directors of
Messrs. Langseth
and Tripodo
.
A copy of the press release is furnished as Exhibit 99.2 hereto and
is incorporated herein by reference.
In accordance with General
Instruction B.2 of Form 8-K, the information set forth in the attached
Exhibits 99.1 and 99.2 is deemed to be furnished and shall not be deemed
to be filed for purposes of Section 18 of the Securities Exchange Act of
1934, as amended.
SECTION 9
Financial Statements and Exhibits
Item 9.01. Financial Statements and Exhibits.
(d)
Exhibits.
99.1
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Press Release dated
March 22, 2010, announcing departure of Mark A. Hess, Vice President and
Chief Accounting Officer.
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99.1
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Press Release dated
March 23, 2010, announcing appointment to Board of Directors of
Messrs. Langseth and Tripodo
.
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3
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 hereunto
duly authorized.
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GEOKINETICS
INC.
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March 26
,
2010
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By:
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/s/
Scott A. McCurdy
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Scott A. McCurdy
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Senior Vice President
and Chief Financial Officer
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4
Exhibit Index
Exhibit Number
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Title of Document
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(d) Exhibits:
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99.1
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Press Release dated
March 22, 2010, announcing departure of Mark A. Hess, Vice President and
Chief Accounting Officer.
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99.1
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Press Release dated
March 23, 2010, announcing appointment to Board of Directors of
Messrs. Langseth and Tripodo
.
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5
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