- Current report filing (8-K)
20 July 2010 - 6:59AM
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
July 19, 2010
(Date of earliest event
reported:
July 16, 2010
)
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.
As
previously announced, on May 24, 2010, Scott A. McCurdy informed the board
of directors and senior management of Geokinetics Inc. (Geokinetics or the Company)
of his intention to resign from his position as the Companys Senior Vice
President and Chief Financial Officer for personal reasons and to pursue other
opportunities outside of the seismic services industry. On July 16, 2010,
Geokinetics and Mr. McCurdy entered into an Amended and Restated
Confidential Release and Separation Agreement (the Amended Separation
Agreement), amending that certain Confidential Release and Separation
Agreement dated May 24, 2010 (the Original Separation Agreement and
collectively with the Amended Separation Agreement, the Separation Agreement).
Under the Amended Separation Agreement, Mr. McCurdy has agreed to remain
with the Company in his present capacities through August 18, 2010 to
enable an orderly transition. The Original Separation Agreement had provided
that Mr. McCurdy would remain with the Company through July 15, 2010.
The
terms of the Separation Agreement provide that from July 16, 2010 through August 18,
2010, Mr. McCurdy will receive a monthly salary of $55,000. Pursuant to
the Separation Agreement, in exchange for a general release of claims, a
non-compete agreement expiring on July 15, 2011 and certain other
consideration, the Company agreed to pay Mr. McCurdy $275,040 in cash
along with certain other consideration including the vesting on May 24,
2010 of 24,000 shares of previously awarded restricted stock. The foregoing
description of the Separation Agreement is qualified in its entirety by
reference to the Separation Agreement, the form of which is filed as Exhibit 10.1
to this Current Report on Form 8-K.
SECTION 7 Regulation FD
Item 7.01.
Regulation FD Disclosure.
On
July 19, 2010, Geokinetics issued a press release announcing that Mr. McCurdy
has agreed to delay his departure date from the company and remain with
Geokinetics in his present capacity until at least August 18, 2010. A copy
of the press release is furnished as Exhibit 99.1 and is incorporated
herein by reference. In accordance with General Instruction B.2 of Form 8-K,
the information set forth in the attached Exhibit 99.1 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.
Exhibit Number
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Title of Document
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10.1
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Amended
and Restated Confidential Release and Separation Agreement dated
July 16, 2010
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99.1
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Press
release dated July 19, 2010
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2
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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July 19,
2010
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By:
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/s/
William L. Moll, Jr.
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William L. Moll, Jr., Vice President, General
Counsel and Corporate Secretary
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3
Exhibit Index
Exhibit Number
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Title of Document
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10.1
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Amended
and Restated Confidential Release and Separation Agreement dated
July 16, 2010
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99.1
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Press
release dated July 19, 2010
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4
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