ION Geophysical Corporation (NASDAQ:IO) Files An 8-K Entry into a Material Definitive Agreement
Item 1.01.Entry into a Material Definitive Agreement.
On December22, 2016,ION Geophysical Corporation (the Company)
entered into an Equity Distribution Agreement (the Agreement)
with Evercore Group L.L.C. (the Agent) to which the Company may
issue and sell, from time to time, shares of the Companys common
stock, par value $0.01 per share, having an aggregate gross sales
price of up to $20,000,000 (the Shares), through the Agent, in
its capacity as either agent or principal for its own account.
Subject to the terms and conditions of the Agreement, the Agent
will sell, on the Companys behalf, the shares of common stock
offered by the Company under the Agreement. The sales, if any, of
the Shares under the Agreement may be made in sales deemed to be
at-the-market offerings, as defined in Rule415 under the
Securities Act of 1933, as amended, including by sales made
directly on or through the New York Stock Exchange or sales made
to or through a market other than on an exchange at market prices
prevailing at the time of sale, at prices related to prevailing
market prices or negotiated prices. Under the terms of the
Agreement, the Company may also sell Shares to the Agent, as
principal for its own account, at a price agreed upon at the time
of such sale. If the Company sells Shares to the Agent, as
principal, the Company will enter into a separate terms agreement
with the Agent, and it will describe this agreement in a separate
prospectus supplement or pricing supplement. Actual sales will
depend on a variety of factors to be determined by the Company
from time to time.
The Company intends to use the net proceeds from this offering
for general corporate purposes. Under the Agreement, the
commission payable to the Agent for sales of Shares with respect
to sales made by the Agent shall equal 2.0% of the gross sales
price for such Shares. The Company has no obligation to sell any
of the Shares under the Agreement and may at any time suspend
offers and sale under the Agreement.
The Agreement may be terminated for any reason, at any time, by
either the Company or the Agent, upon prior written notice. The
Agreement contains customary representations, warranties and
agreements of the Company and the Agent, indemnification rights
and obligations of the parties.
The Shares will be issued to the Companys shelf registration
statement on Amendment No.1 to FormS-3 (File No.333-213769) and a
prospectus supplement of the Company, filed with the Securities
and Exchange Commission on November23, 2016 and December22, 2016,
respectively.
The description of the Agreement included above does not purport
to be complete and is qualified in its entirety by reference to
the full text of the Agreement, a copy of which is filed herewith
as Exhibit1.1 to this Current Report on Form8-K.
A copy of the opinion of Locke Lord LLP relating to the validity
of the Shares that may be issued to the Agreement is filed as
Exhibit5.1 to this Current Report on Form8-K.
This Current Report on Form 8-K shall not constitute an offer to
sell or solicitation of an offer to buy these securities, not
shall there be any sale of these securities in any state in which
such offer, solicitation or sale would be unlawful prior to
registration or qualification under the securities laws of any
such state.
Item 8.01.Other Events.
On December22, 2016, the Company issued a press release
announcing that it had established the at-the-market equity
program as set forth in the Agreement. A copy of the press
release is attached hereto as Exhibit99.1 and is incorporated
by reference herein.
Item 9.01.Financial Statements and Exhibits
|
Exhibit Number |
|
Description |
|
1.1 |
Equity Distribution Agreement, dated as of December22, |
|
|
5.1 |
Opinion of Locke Lord LLP |
|
|
23.1 |
Consent of Locke Lord LLP (included in Exhibit5.1 hereto) |
|
|
99.1 |
Press release dated December22, 2016 |
About ION Geophysical Corporation (NASDAQ:IO)