As
filed with the Securities and Exchange Commission on May 14, 2010
Registration
No. 333-
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington,
D.C. 20549
FORM S-8
REGISTRATION STATEMENT UNDERTHE SECURITIES ACT OF 1933
GEOKINETICS INC.
(Exact Name of
Registrant as Specified in Its Charter)
Delaware
|
|
94-1690082
|
(State or Other
Jurisdiction of Incorporation or
organization)
|
|
(I.R.S. Employer
Identification Number)
|
1500
CityWest Blvd., Suite 800
|
|
|
Houston,
Texas
|
|
77042
|
(Address of
Principal Executive Offices)
|
|
(Zip Code)
|
Geokinetics
Inc. 2010 Stock Awards Plan
(Full Title of the
Plan)
William
L. Moll, Jr., Esq.
Vice
President, General Counsel and Corporate Secretary
1500
CityWest Blvd., Suite 800
Houston,
Texas 77042
281-848-6920
(713)
850-7330 (facsimile)
(Name and address
of Agent for Service)
(713)
850-7600
(Telephone
Number, Including Area Code, of Agent for Service)
Copies to:
George
G. Young III
Haynes
and Boone, LLP
1221
McKinney Street, Suite 2100
Houston,
TX 77010
(713)
547-2081
(713)
236-5699 (facsimile)
Indicate by check mark
whether the registrant is a large accelerated filer, an accelerated filer, a
non-accelerated filer, or a smaller reporting company. See the definitions of large
accelerated filer, accelerated filer and smaller reporting company in Rule 12b-2
of the Exchange Act.
Large
Accelerated Filer
o
|
|
Accelerated
Filer
x
|
|
Non-Accelerated
Filer
o
|
|
Smaller
Reporting Company
o
|
CALCULATION
OF REGISTRATION FEE
|
|
|
|
|
|
|
|
|
|
Title of Securities to be Registered
|
|
Amount to be
Registered
(1)
|
|
Proposed Maximum
Offering Price Per
Share(2)
|
|
Proposed Maximum
Aggregate Offering
Price
|
|
Amount of
Registration
Fee
|
|
Common
Stock, par value $ 0.01 per share
|
|
1,600,000 shares
|
|
$
|
6.67
|
|
$
|
10,672,000
|
|
$
|
760.91
|
|
(1)
|
|
Pursuant to Rule 416(a) promulgated
under the Securities Act of 1933, as amended, this Registration Statement
shall be deemed to cover an indeterminate number of additional shares of
common stock that may become issuable as a result of stock splits, stock
dividends or similar transactions pursuant to anti-dilution and adjustment
provisions of the Geokinetics Inc. 2010 Stock Awards Plan described herein.
|
|
|
|
(2)
|
|
Computed pursuant to Rules 457(c) and
457(h) of the Securities Act of 1933, based on the average of the high
and low sale prices, as reported on the NYSE AMEX on May 11, 2010.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
PART I
INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS
Item 1.
Plan Information.*
Item 2.
Registrant Information and Employee Plan Annual Information.*
*The documents containing
the information specified in Part I of Form S-8 will be sent or given
to participants in the Geokinetics Inc. 2010 Stock Awards Plan as specified by Rule 428(b)(1) of
the Securities Act of 1933, as amended (the Securities Act). Such documents
need not be filed with the Securities and Exchange Commission (the Commission)
either as part of this Registration Statement or as prospectuses or prospectus
supplements pursuant to Securities Act Rule 424. These documents, which
include the statement of availability required by Item 2 of Form S-8 and
the documents incorporated by reference in this Registration Statement pursuant
to Item 3 of Form S-8 (Part II hereof), taken together, constitute a
prospectus that meets the requirements of Section 10(a) of the
Securities Act.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3.
Incorporation of Documents by Reference.
The following documents
filed by us with the Commission pursuant to Section 13 of the Securities
Exchange Act of 1934, are incorporated herein by reference:
·
Annual Report on Form 10-K for the year
ended December 31, 2009 filed on March 15, 2010.
·
Quarterly Report on Form 10-Q for
the quarter ended March 31, 2010 filed on May 7, 2010.
·
Current Reports on Form 8-K and Form 8-K/A
filed on January 6, 2010, January 15, 2010, February 16, 2010, February 22,
2010, February 23, 2010, March 16, 2010, March 24, 2010, March 26,
2010, April 14, 2010, April 28, 2010, April 29, 2010 and May 7, 2010,
in each case other than information furnished and not filed with the SEC.
·
The description of our common stock
contained in our Registration Statement on S-1 (File No. 333-140385) filed
on April 27, 2007, including any future amendment or report filed for the
purpose of updating such description.
All documents
subsequently filed by us pursuant to Sections 13(a), 13(c), 14 and 15(d) of
the Securities Exchange Act of 1934, prior to the filing of a post-effective
amendment which indicates that all securities offered under the plan have been
sold or which deregisters all securities then remaining unsold, shall be deemed
to be incorporated by reference herein and to be part hereof from the date of
the filing of such documents.
Any statement contained
in a document incorporated or deemed to be incorporated by reference herein
shall be deemed to be modified or superseded for purposes hereof to the extent
that a statement contained herein or in any other subsequently filed document
which also is or is deemed to be incorporated by reference herein modifies or
supersedes such statement. Any statement so modified or superseded shall not be
deemed, except as so modified or superseded, to constitute a part hereof.
Item 4.
Description of Securities.
Not applicable.
Item 5.
Interests of Named Experts and Counsel.
Not applicable.
Item 6.
Indemnification of Directors and Officers.
Section 145 of the
General Corporation Law of Delaware (DGCL) provides that a corporation may
indemnify any person who was or is a party or is threatened to be made a party
to any threatened, pending or completed action, suit or proceeding whether
civil, criminal, administrative or investigative (other than an action by or in
the right of the corporation) by reason of the fact that he is or was a
director, officer, employee or agent of the corporation, or is or was serving
at the request of the corporation as a director, officer, employee or agent of
another corporation, partnership, joint venture, trust or other enterprise,
against expenses (including attorneys fees), judgments, fines and amounts paid
in settlement actually and reasonably incurred by him in connection with such
action, suit or proceeding if he acted in good faith and in a manner he
reasonably believed to be in or not opposed to the best interests of the
corporation, and, with respect to any criminal action or proceeding, had no
reasonable cause to believe his conduct was unlawful. Section 145 further
provides that a corporation similarly may indemnify any such person serving in
any such capacity who was or is a party or is threatened to be made a party to
any threatened, pending or completed action or suit by or in the right of the
corporation to procure a judgment in its favor by reason of the fact that he is
or was a director, officer, employee or agent of the corporation or is or was
serving at the request of the corporation as a director, officer, employee or
agent of another corporation, partnership, joint venture, trust or other
enterprise, against expenses (including attorneys fees) actually and
reasonably incurred in connection with the defense or settlement of such action
or suit if he acted in good faith and in a manner he reasonably believed to be
in or not opposed to the best interests of the corporation and except that no
indemnification shall be made in respect of any claim, issue or matter as to
which such person shall have been adjudged to be liable to the corporation
unless and only to the extent that the Delaware Court of Chancery or such other
court in which such action or suit was brought shall determine upon application
that, despite the adjudication of liability but in view of all of the
circumstances of the case, such person is fairly and reasonably entitled to
indemnity for such expenses which the Delaware Court of Chancery or such other
court shall deem proper.
In accordance with Section 102(b)(7) of
the Delaware Law, the Certificate of Incorporation of Geokinetics Inc. contains
a provision to limit the personal liability of the directors of the Company for
violations of their fiduciary duty. Article 12 of Geokinetics Certificate
of Incorporation provides as follows:
(1)
The corporation shall have power to
indemnify any person who was or is a party or is threatened to be made a party
to any threatened, pending or completed action, suit or proceeding, whether
civil, criminal, administrative or investigative (other than an action by or in
the right of the corporation) by reason of the fact that he is or was a
director, officer, employee or agent of the corporation, or is or was serving
at the request of the corporation as a director, officer, employee or agent of
another corporation, partnership, joint venture, trust or other enterprise,
against expenses (including attorneys fees), judgment, fines and amounts paid
in settlement actually and reasonably incurred by him in connection with such
action, suit or proceeding if he acted in good faith and in a manner he
reasonably believed to be in or not opposed to the best interests of the
corporation, and, with respect to any criminal action or proceeding, had no
reasonable cause to believe his conduct was unlawful. The termination of any
action, suit or proceeding by judgment, order, settlement, conviction, or upon
a plea of nolo contendere or its equivalent, shall not, of itself create a
presumption that the person did not act in good faith and in a manner which he
reasonably believed to be in or not opposed to the best interests of the
corporation, and, with respect to any criminal action or proceeding, had
reasonable cause to believe that his conduct was unlawful.
(2)
The corporation shall have power to
indemnify any person who was or is a party or is threatened to be made a party
to any threatened, pending or completed action or suit by or in the right of
the corporation to procure a judgment in its favor by reason of the fact that
he is or was a director, officer, employee or agent of the corporation, or is
or was serving at the request of the corporation as a director, officer,
employee or agent of another corporation, partnership, joint venture, trust or
other enterprise against expenses (including attorneys fees) actually and
reasonably incurred by him in connection with the defense or settlement of such
action or suit if he acted in good faith and in a manner he reasonably believed
to be in or not opposed to the best interests of the corporation and
2
except that no
indemnification shall be made in respect of any claim, issue or matter as to
which such person shall have been adjudged to be liable for negligence or
misconduct in the performance of his duty to the corporation unless and only to
the extent that the Court of Chancery or the court in which such action or suit
was brought shall determine upon application that, despite the adjudication of
liability but in view of all the circumstances of the case, such person is
fairly and reasonably entitled to indemnity for such expenses which the Court
of Chancery or such other court shall deem proper.
(3)
To the extent that a director, officer,
employee or agent of the corporation has been successful on the merits or
otherwise in defense of any action, suite or proceeding referred to in this
Article, or in defense of any claim, issue or matter therein, he shall be
indemnified against expenses (including attorneys fees) actually and
reasonably incurred by him in connection therewith.
(4)
Any indemnification under parts (1) and
(2) of this Article (unless ordered by a court) shall be made by the
corporation only as authorized in the specific case upon a determination that
indemnification of the director, officer, employee or agent is proper in the
circumstances because he has met the applicable standard of conduct set forth
herein. Such determination shall be made (a) by the Board of Directors by
a majority vote of a quorum consisting of directors who were not parties to
such action, suit or proceeding, or (b) if such quorum is not obtainable,
or, even if obtainable a quorum of disinterested directors so directs, by
independent legal counsel in a written opinion, or (c) by the stockholders.
(5)
Expenses incurred in defending a civil or
criminal action, suit or proceeding may be paid by the corporation in advance
of the final disposition of such action, suit or proceeding as authorized by
the Board of Directors in the specific case upon receipt of an undertaking by
or on behalf of the director, officer, employee or agent to repay such amount
unless it shall ultimately be determined that he is entitled to be indemnified
by the corporation as authorized in this Article.
(6)
The indemnification provided by this Article shall
not be deemed exclusive of any other rights to which those seeking
indemnification may be entitled under any bylaw, agreement, vote of
stockholders or disinterested directors or otherwise, both as to action in his
official capacity and as to action in another capacity while holding such
office, and shall continue as to a person who has ceased to be a director,
officer, employee or agent and shall inure to the benefit of the heirs,
executors and administrators of such a person.
(7)
The corporation shall have power to
purchase and maintain insurance on behalf of any person who is or was, a
director, officer, employee or agent of the corporation, or is or was serving
at the request of the corporation as a director, officer, employee or agent of
another corporation, partnership, joint venture, trust or other enterprise
against any liability asserted against him and incurred by him in any such
capacity, or arising out of his status as such, whether or not the corporation would
have the power to indemnify him against such liability under the provisions of
this Article.
(8)
For purposes of this Article, references
to the corporation shall include, in addition to the resulting corporation,
any constituent corporation (including any constituent of a constituent)
absorbed in a consolidation or merger which, if its separate existence had
continued, would have had power and authority to indemnify its directors,
officers, and employees or agents, so that any person who is or was a director,
officer, employee or agent of such constituent corporation, or is or was
serving at the request of such constituent corporation as a director, officer,
employee or agent of another corporation, partnership, joint venture, trust or
other enterprise, shall stand in the same position under the provisions of this
Article with respect to the resulting or surviving corporation as he would
have with respect to such constituent corporation if its separate existence had
continued.
Article 6 of the
Registrants Bylaws, provides, in substance, that any current or former
directors, officers, employees and agents, or any person who served or is
serving at our request as a director, officer employee or agent of another
corporation, partnership, joint venture, trust or other enterprise, shall be
indemnified to the fullest extent permitted by Section 145 of the General
Corporation Law of Delaware. In addition, the Bylaws provide that such
indemnification shall not be deemed exclusive of any other rights to which such
person may be entitled under any bylaw, agreement, vote of stockholders or
disinterested directors, or otherwise, both as to action in his official
3
capacity and as to action
in another capacity while holding such office, and shall inure to the benefit
of the heirs, executors and administrators of such person.
We maintain directors
and officers liability and corporation reimbursement insurance for the benefit
of the company and its directors and officers. The policy provides coverage for
certain amounts paid as indemnification pursuant to the provisions of Delaware
law and the Companys Bylaws.
Item 7.
Exemption from Registration Claimed.
Not applicable.
Item 8.
Exhibits.
Exhibit
Number
|
|
Description
|
|
|
|
5.1
|
|
Opinion of Haynes and
Boone, LLP, counsel for the Company (filed herewith).
|
|
|
|
23.1
|
|
Consent of UHY, LLP
(filed herewith).
|
|
|
|
23.3
|
|
Consent of Haynes and
Boone, LLP (included in Exhibit 5.1).
|
|
|
|
99.1
|
|
Geokinetics Inc. 2010
Stock Awards Plan (incorporated by reference to Exhibit A of our Proxy
Statement on Schedule 14A filed on March 29, 2010).
|
Item 9.
Undertakings.
(a) We hereby
undertake:
(1)
To file, during any period in which
offers or sales are being made, a post-effective amendment to this Registration
Statement:
(i) To
include any prospectus required by Section 10(a)(3) of the Securities
Act of 1933;
(ii) To
reflect in the prospectus any facts or events arising after the effective date
of the Registration Statement (or the most recent post-effective amendment
thereof) which, individually or in the aggregate, represent a fundamental
change in the information set forth in the Registration Statement.
Notwithstanding the foregoing, any increase or decrease in volume of securities
offered (if the total dollar value of securities offered would not exceed that
which was registered) and any deviation from the low or high end of the
estimated maximum offering range may be reflected in the form of a prospectus
filed with the Commission pursuant to Rule 424(b) if, in the
aggregate, the changes in volume and price represent no more than a 20% change
in the maximum aggregate offering price set forth in the Calculation of
Registration Fee table in the effective Registration Statement;
(iii) To
include any material information with respect to the plan of distribution not
previously disclosed in the Registration Statement or any material change to
such information in the Registration Statement;
4
provided,
however
, that
paragraphs (a)(1)(i) and (a)(1)(ii) do not apply if the registration
statement is on Form S-3, Form S-8 or Form F-3 and the
information required to be included in a post-effective amendment by those
paragraphs is contained in periodic reports filed with or furnished to the
Commission by us pursuant to Section 13 or Section 15(d) of the
Securities Exchange Act of 1934 that are incorporated by reference in the
Registration Statement.
(2)
That, for the purpose of determining any
liability under the Securities Act of 1933, each such post-effective amendment
shall be deemed to be a new registration statement relating to the securities
offered therein, and the offering of such securities at that time shall be deemed
to be the initial bona fide offering thereof.
(3)
To remove from registration by means of a
post-effective amendment any of the securities being registered which remain
unsold at the termination of the offering.
(b) We hereby
undertake that, for purposes of determining any liability under the Securities
Act of 1933, each filing of our annual report pursuant to Section 13(a) or
Section 15(d) of the Securities Exchange Act of 1934 (and, where
applicable, each filing of an employee benefit plans annual report pursuant to
Section 15(d) of the Securities Exchange Act of 1934) that is
incorporated by reference in the Registration Statement shall be deemed to be a
new registration statement relating to the securities offered therein, and the
offering of such securities at that time shall be deemed to be the initial bona
fide offering thereof.
(h) Insofar as
indemnification for liabilities arising under the Securities Act of 1933 may be
permitted to our directors, officers and controlling persons pursuant to the
foregoing provisions, or otherwise, we have been advised that in the opinion of
the Commission such indemnification is against public policy as expressed in
the Securities Act of 1933 and is, therefore, unenforceable. In the event that
a claim for indemnification against such liabilities (other than the payment by
us of expenses incurred or paid by a director, officer or controlling person in
the successful defense of any action, suit or proceeding) is asserted by such
director, officer or controlling person in connection with the securities being
registered, we will, unless in the opinion of our counsel the matter has been
settled by controlling precedent, submit to a court of appropriate jurisdiction
the question whether such indemnification by us is against public policy as
expressed in the Securities Act of 1933 and will be governed by the final
adjudication of such issue.
5
SIGNATURES
Pursuant to the
requirements of the Securities Act of 1933, the registrant certifies that it
has reasonable grounds to believe that it meets all the requirements for filing
on Form S-8 and has duly caused this Registration Statement to be signed
on its behalf by the undersigned, thereunto duly authorized, in the City of
Houston, State of Texas, on May 14, 2010.
|
|
GEOKINETICS INC.
|
|
|
|
|
By:
|
/s/ SCOTT A.
MCCURDY
|
|
|
|
|
|
Scott A. McCurdy
|
|
|
Senior
Vice President and
Chief Financial Officer
|
6
Pursuant to the
requirements of the Securities Act of 1933, this Registration Statement has
been signed by the following persons in the capacities and on the dates
indicated.
Signature
|
|
Title
|
|
Date
|
|
|
|
|
|
/s/ RICHARD
F. MILES
|
|
President, Chief
Executive Officer, and Director (Principal Executive Officer)
|
|
May 14,
2010
|
Richard F. Miles
|
|
|
|
|
|
|
|
|
|
/s/ SCOTT
A. MCCURDY
|
|
Senior Vice President
and Chief Financial Officer
|
|
May 14,
2010
|
Scott A. McCurdy
|
|
(Principal Financial
Officer and Principal Accounting Officer)
|
|
|
|
|
|
|
|
/s/ WILLIAM
R. ZIEGLER
|
|
Director (Non-executive
Chairman)
|
|
May 14,
2010
|
William R.
Ziegler
|
|
|
|
|
|
|
|
|
|
/s/ STEVEN
A. WEBSTER
|
|
|
|
|
Steven A.
Webster
|
|
Director
|
|
May 14,
2010
|
|
|
|
|
|
/s/ CHRISTOPHER
M. HARTE
|
|
|
|
|
Christopher M.
Harte
|
|
Director
|
|
May 14,
2010
|
|
|
|
|
|
/s/ GARY M.
PITTMAN
|
|
|
|
|
Gary M. Pittman
|
|
Director
|
|
May 14,
2010
|
|
|
|
|
|
/s/ ROBERT
L. CABES, JR.
|
|
|
|
|
Robert L.
Cabes, Jr.
|
|
Director
|
|
May 14,
2010
|
|
|
|
|
|
/s/ CHRISTOPHER
D. STRONG
|
|
|
|
|
Christopher D.
Strong
|
|
Director
|
|
May 14,
2010
|
|
|
|
|
|
/s/ GOTTFRED
LANGSETH
|
|
|
|
|
Gottfred
Langseth
|
|
Director
|
|
May 14,
2010
|
|
|
|
|
|
/s/ ANTHONY
TRIPODO
|
|
|
|
|
Anthony Tripodo
|
|
Director
|
|
May 14,
2010
|
7
EXHIBIT
INDEX
Exhibit
Number
|
|
Description
|
|
|
|
5.1
|
|
Opinion of Haynes and
Boone, LLP, counsel for the Company (filed herewith).
|
|
|
|
23.1
|
|
Consent of UHY, LLP
(filed herewith).
|
|
|
|
23.3
|
|
Consent of Haynes and
Boone, LLP (included in Exhibit 5.1).
|
|
|
|
99.1
|
|
Geokinetics Inc. 2010
Stock Awards Plan (incorporated by reference to Exhibit A of our
Definitive Proxy Statement on Schedule 14A filed on March 29, 2010).
|
8
Geokinetics, Inc. (AMEX:GOK)
Historical Stock Chart
From Jun 2024 to Jul 2024
Geokinetics, Inc. (AMEX:GOK)
Historical Stock Chart
From Jul 2023 to Jul 2024