- Current report filing (8-K)
October 14 2010 - 5:21PM
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
October 14, 2010
(Date of earliest event
reported:
October 13, 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.
Effective
October 13, 2010, Geokinetics Inc. (Geokinetics) appointed Gary L.
Pittman as Executive Vice President and Chief Financial Officer.
Prior
to joining Geokinetics, Mr. Pittman, 55, served as the Executive Vice
President and Chief Financial Officer of Edge Petroleum Corporation, a publicly
held independent oil and gas exploration company, from January 2009 to December 2009,
when Edge was sold to Mariner Energy, Inc.. Prior to that, he served as Vice President of
Special Projects of Tronox Incorporated, a publicly held chemical company, from
September 2008 to January 2009, as Vice President, Chief Financial
Officer, Treasurer and Secretary of Vermilion Companies, privately owned oil
and gas exploration companies, from March 2008 to August 2008. Mr. Pittman also served as Senior Vice
President, Chief Financial Officer, Treasurer and Secretary of Pioneer
Companies, Inc., a publicly held chemical company, from 2002 to 2007, when
Pioneer was sold to Olin Corporation.
There is no family relationship between Mr. Pittman and any of the
executive officers or directors of Geokinetics.
For clarification purposes, Gary L. Pittman is not related to Gary M.
Pittman, a current member of Geokinetics Board of Directors.
On
October 13, 2010, Geokinetics also entered into an employment agreement
with Gary L. Pittman. Mr. Pittmans
employment agreement provides for an annual base salary of $312,000 and a
discretionary bonus with a target of 66% of his base salary. If Geokinetics terminates Mr. Pittmans
employment without cause or Mr. Pittman resigns from his employment for
good reason, Mr. Pittman is entitled to twelve months severance pay. The employment agreement provides that Mr. Pittman
is not entitled to severance pay if his employment is terminated due to death,
disability, his resignation (other than for good reason), or termination for
cause, unless Geokinetics advises Mr. Pittman of its intention to enforce
certain non-compete obligations. In the
event Geokinetics undergoes a change in control, Mr. Pittman has the right
to receive certain additional equity vesting provisions. The agreement also contains various
non-compete and non-solicitation provisions.
The foregoing description of the employment agreement is qualified in
its entirety by reference to the Employment Agreement, a copy of which is filed
as Exhibit 10.1 to this Current
Report on Form 8-K.
Additionally,
Mr. Pittman was granted stock options to purchase 50,000 shares of
Geokinetics common stock. Such options
will have an exercise price equal to the closing price of Geokinetics common
stock on October 13, 2010. Options
to purchase 30,000 shares will vest in three (3) equal annual installments
beginning on November 15, 2011, and options to purchase the remaining
20,000 shares will vest on November 15, 2013.
SECTION 7 Regulation FD
Item 7.01.
Regulation FD Disclosure.
On
October 13, 2010, Geokinetics issued a press release announcing that Gary
L. Pittman was named Executive Vice President and Chief Financial Officer of
Geokinetics. 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 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.
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SECTION 9 Financial Statements and Exhibits
Item 9.01.
Financial Statements and Exhibits.
(d) Exhibits.
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Exhibit Number
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Title of Document
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10.1
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Employment
Agreement dated October 13, 2010
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99.1
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Press
release dated October 13, 2010
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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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October 14,
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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Exhibit Index
Exhibit Number
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Title of Document
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(d) Exhibits:
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10.1
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Employment
Agreement dated October 13, 2010.
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99.1
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Press
release dated October 13, 2010.
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