As filed with the Securities and Exchange Commission on August 27, 2021
Registration
No. 333-
UNITED STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-8
REGISTRATION STATEMENT
UNDER
THE
SECURITIES ACT OF 1933
GEOSPACE TECHNOLOGIES CORPORATION
(Exact name of registrant as specified in its charter)
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Texas
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76-0447780
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(State or other jurisdiction of
incorporation or organization)
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(I.R.S Employer
Identification No.)
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7007 Pinemont
Houston, Texas 77040
(713) 986-4444
(Address, including zip code and telephone number, including area code, of registrant’s principal executive offices)
GEOSPACE TECHNOLOGIES CORPORATION 2014 LONG-TERM INCENTIVE PLAN, as amended
(Full title of the plan)
Robert L. Curda
Vice
President, Chief Financial Officer and Secretary
Geospace Technologies Corporation
7007 Pinemont
Houston,
Texas 77040
Telephone: (713) 986-4444
(Name, address, including zip code, and telephone number, including area code, of agent for service)
Copies to:
Brian
P. Fenske
Trevor G. Pinkerton
Norton Rose Fulbright US LLP
1301 McKinney, Suite 5100
Houston, Texas 77010
Telephone: (713) 651-5557
Facsimile: (713) 651-5246
(Name, address, and telephone number, including area code, of agent for service)
Indicate by check mark whether the registrant is a large accelerated filer, an
accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See definition of “large accelerated filer,” “accelerated filer,” “smaller
reporting company” and “emerging growth company” in in Rule 12b-2 of the Exchange Act.
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Large accelerated filer
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☐
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Accelerated filer
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☐
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Non-accelerated filer
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☒
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Smaller reporting company
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☒
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Emerging growth company
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☐
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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 7(a)(2)(B) of the Securities Act. ☐
CALCULATION
OF REGISTRATION FEE
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Title of securities
to be registered
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Amount
to be
registered
(1)
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Proposed
maximum
offering price
per
share
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Proposed
maximum
aggregate
offering price
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Amount of
registration fee
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Common Stock, $0.01 par value per share
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1,500,000 shares(2)
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$9.73(3)
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$14,595,000
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$1,592.31
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(1)
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This Registration Statement also includes such additional number of shares of Geospace Technologies Corporation
common stock, par value $0.01 (“Common Stock”), issuable under the Geospace Technologies Corporation 2014 Long-Term Incentive Plan, as amended (the “2014 Plan”), as may be required in the event of a stock split, stock dividend or
similar transaction in accordance with Rule 416 of the Securities Act of 1933, as amended (the “Securities Act”).
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(2)
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Represents 1,500,000 additional shares of Common Stock reserved for future issuances under the 2014 Plan.
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(3)
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Estimated solely for purposes of calculating the registration fee in accordance with Rules 457(c) and 457(h) of
the Securities Act, based upon the average of the high and low prices of Common Stock on August 23, 2021, as reported on the Nasdaq Global Select Market, of $9.73.
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