8-K
GEOSPACE TECHNOLOGIES CORP false 0001001115 0001001115 2020-11-09 2020-11-09

 

 

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): November 9, 2020

 

 

GEOSPACE TECHNOLOGIES CORPORATION

(Exact name of Registrant as Specified in Its Charter)

 

 

 

Texas   001-13601   76-0447780

(State or Other Jurisdiction

of Incorporation)

 

(Commission

File Number)

 

(IRS Employer

Identification No.)

 

7007 Pinemont,

Houston, Texas

  77040
(Address of Principal Executive Offices)   (Zip Code)

Registrant’s Telephone Number, Including Area Code: (713) 986-4444

Not Applicable

(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 (see General Instructions A.2. below):

 

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))

Securities registered pursuant to Section 12(b) of the Act:

 

Title of each class

 

Trading

Symbol(s)

 

Name of each exchange

on which registered

Common Stock   GEOS   The NASDAQ Global Select Market

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§ 230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§ 240.12b-2 of this chapter).

Emerging growth company  

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.  ☐

 

 

 


Item 5.02

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

(b) On November 9, 2020, the board of directors (the “Board”) of Geospace Technologies Corporation (the “Company”) appointed Kenneth Asbury and Margaret Sidney Ashworth as Class II directors of the Company, with effect from December 1, 2020 for an initial term expiring at the Company’s annual meeting in 2021, concurrently with the terms of the other Class II Directors.

Both Mr. Asbury and Ms. Ashworth will receive the same compensation as other non-employee Company directors, as described in the section titled “Compensation of Directors” of the Company’s definitive proxy statement on Schedule 14A, filed with the Securities and Exchange Commission on January 6, 2020, subject to a 10% reduction in non-employee director compensation, approved by the Board with effect from October 1, 2020.

Neither Mr. Asbury nor Ms. Ashworth are party to any transactions that would be reportable under Item 404(a) of Regulation S-K. There are no arrangements or understandings between either Mr. Asbury or Ms. Ashworth and any other person or entity pursuant to which either Mr. Asbury or Ms. Ashworth were appointed as directors of the Company.

The Board has not yet determined the committee(s) of the Board, if any, to which either Mr. Asbury or Ms. Ashworth will be named.

On November 10, 2020, the Company issued a press release announcing the appointment of Mr. Asbury and Ms. Ashworth to the Board. A copy of the press release is attached as Exhibit 99.1 to this Current Report on Form 8-K.

 

Item 9.01

Financial Statements and Exhibits

(d) Exhibits:

 

Exhibit   

Description

Exhibit 99.1    Press Release dated November 10, 2020
Exhibit 104    Cover Page Interactive Data File (embedded within the Inline XBRL document).


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.

 

   

GEOSPACE TECHNOLOGIES CORPORATION

Date: November 11, 2020      
    By:  

/s/ Robert L. Curda

      Robert L. Curda
      Vice President, Chief Financial Officer & Secretary

Exhibit 99.1

 

LOGO

   NEWS RELEASE

7007 Pinemont Drive

Houston, TX 77040 USA

Contact: Rick Wheeler

President & CEO

TEL: 713.986.4444

FAX: 713.986.4445

FOR IMMEDIATE RELEASE

Geospace Technologies Adds Board Directors from Global Defense Contractors

Houston, Texas – November 10, 2020 – Geospace Technologies (NASDAQ: GEOS) (“Geospace” or the “Company”) today announced the addition of Kenneth Asbury, former President and CEO of CACI International, Inc., a multinational defense and intelligence services company, and Margaret Sidney “Sid” Ashworth, former Vice President of Government Relations for Northrop Grumman, a global aerospace and defense contractor, to its board of directors effective December 1, 2020.

The new directors further support the Company’s expansion of its monitoring technologies in the security and surveillance markets served by Quantum Technology Sciences, a U.S. government contractor, and OptoSeis®, a fiber optic sensor technology, both acquired in 2018. These directors will bring a fresh perspective on leveraging Geospace’s existing core competencies, which have been decades in development and production, offering proven value within oil and gas and other industrial manufacturing areas.

“Geospace is thrilled to add two incredibly seasoned leaders from highly-respected corporations to our board of directors. Ken will bring more than three decades of executive leadership and deep experience in federal government business relations. Sid will offer valuable insight from her more than 25 years of experience in legislative affairs,” said Gary Owens, Geospace Chairman of the Board. “By adding these two new directors, Geospace fortifies its expansion into industries which benefit from our core competency in seismic-acoustic technologies.”

Mr. Asbury is the former President and Chief Executive Officer of CACI International, Inc., a $5.7 billion U.S. Government solutions provider serving defense, homeland security and intelligence. Previously, Mr. Asbury served as President and CEO of Arctic Slope Regional Corporation – Federal Holdings. Prior to each of these roles, he spent the majority of his career


at Lockheed Martin serving in various roles including President of three successful operating units and Vice President of capture excellence. Mr. Asbury served in the U.S. Army Security Agency as a translator/interpreter. He is a graduate of the University of Oklahoma.

Ms. Ashworth is the former Vice President of Government Relations for Northrop Grumman Corporation, a global leader in aerospace, cyberspace and defense. Previously, she was Vice President of Washington Operations for GE Aviation. Prior to that, she spent 14 years as a professional staff member with the U.S. Senate Committee on Appropriations. For more than a decade, Ms. Ashworth worked as a civilian in the Department of the Army, focused on resource management, force structure, and strategy. Ms. Ashworth earned a master’s degree in business administration from Campbell University and a bachelor’s degree in management from the University of Maryland.

About Geospace Technologies

Geospace Technologies principally designs and manufactures large-scale seismic-acoustic information systems. These seismic products are marketed to the oil and gas industry and used to locate, characterize, and monitor hydrocarbon producing reservoirs. The Company also markets seismic products to other industries for vibration monitoring, border and perimeter security, and various geotechnical applications. Geospace designs and manufactures other industrial products including smart water meter products, imaging equipment and offshore cables.

Forward-Looking Statements

This press release contains “forward-looking statements” within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. These forward-looking statements can be identified by terminology such as “may”, “will”, “should”, “could”, “intend”, “expect”, “plan”, “budget”, “forecast”, “anticipate”, “believe”, “estimate”, “predict”, “potential”, “continue”, “evaluating” or similar words. Statements that contain these words should be read carefully because they discuss our future expectations, contain projections of our future results of operations or of our financial position or state other forward-looking information. Examples of forward-looking statements include, among others, statements that we make regarding our expected operating results, the results and success of our transactions with Quantum and the OptoSeis® technology, the adoption and sale of our products in various geographic regions, potential tenders for PRM systems, future demand for OBX systems, the completion of new orders for channels of our GCL system, the fulfillment of customer payment obligations, the impact of the coronavirus (or COVID-19) pandemic, the Company’s ability to manage changes and the continued health or availability of management personnel, volatility and direction of oil prices, anticipated levels of capital expenditures and the sources of funding therefore, and our strategy for growth, product development, market position, financial results and the provision of accounting reserves. These forward-looking statements reflect our current judgment about future events and trends based on the information currently available to us. However, there will likely be events in the future that we are not able to predict or control. The factors listed under the caption “Risk Factors” and elsewhere in our most recent Annual Report on Form 10-K, which is on file with the Securities and Exchange Commission, as


well as other cautionary language in any subsequent Quarterly Report on Form 10-Q, or in our other periodic reports, provide examples of risks, uncertainties and events that may cause our actual results to differ materially from the expectations we describe in our forward-looking statements. Such examples include, but are not limited to, the failure of the Quantum or OptoSeis® technology transactions to yield positive operating results, decreases in commodity price levels, including risks related to the recent collapse in oil prices, which could reduce demand for our products, the failure of our products to achieve market acceptance, despite substantial investment by us, our sensitivity to short term backlog, delayed or canceled customer orders, product obsolescence resulting from poor industry conditions or new technologies, bad debt write-offs associated with customer accounts, lack of further orders for our OBX systems, failure of our Quantum products to be adopted by the border and security perimeter market, infringement or failure to protect intellectual property. The occurrence of the events described in these risk factors and elsewhere in our most recent Annual Report on Form 10-K or in our other periodic reports could have a material adverse effect on our business, results of operations and financial position, and actual events and results of operations may vary materially from our current expectations. We assume no obligation to revise or update any forward-looking statement, whether written or oral, that we may make from time to time, whether as a result of new information, future developments or otherwise.