8-K

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, DC 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): September 30, 2013

ION Geophysical Corporation

(Exact name of registrant as specified in its charter)

Delaware	1-12691	22-2286646
(State or other jurisdiction of incorporation)	(Commission file number)	(IRS Employer Identification No.)

2105 CityWest Blvd, Suite 400
Houston, Texas 77042-2839(Address of principal executive offices, including zip code)

(281) 933-3339(Registrant’s telephone number, including area code)

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:

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))

Item 3.03    Material Modification to Rights of Security Holders.

The text set forth in Item 5.03 of this Current Report on Form 8-K is incorporated into this item by reference.

Item 5.03    Amendment to Articles of Incorporation or Bylaws; Change in Fiscal Year.

Pursuant to a Conversion Agreement ION Geophysical Corporation (the “Company”) entered into with D. E. Shaw Valence Portfolios, L.L.C. (the “Holder”) on September 30, 2013, the Holder converted (the “Conversion”) (i) 22,000 shares of the Company’s Series D-1 Cumulative Convertible Preferred Stock, par value $0.01 per share (the “Series D-1 Preferred Stock”), representing 100% of the Company’s outstanding Series D-1 Preferred Stock, and (ii) 5,000 shares of the Company’s Series D-2 Cumulative Convertible Preferred Stock, par value $0.01 per share (the “Series D-2 Preferred Stock”, and together with the Series D-1 Preferred Stock, the “Preferred Stock”), representing 100% of the Company’s outstanding Series D-2 Preferred Stock, into an aggregate amount of 6,065,075 shares of the Company’s common stock, par value $0.01 per share (the “Common Stock”). Concurrently with the Holder’s conversion of its shares of Preferred Stock, the Company paid the Holder a cash payment of $5,337,500.00, representing dividends in respect of the Preferred Stock and the estimated present value of certain future dividends in respect of the Preferred Stock.

On September 30, 2013, the Company filed with the Office of the Secretary of State of the State of Delaware (i) a Certificate of Elimination with respect to the Series D-1 Preferred Stock and (ii) a Certificate of Elimination with respect to the Series D-2 Preferred Stock. The Certificates of Elimination eliminated the Certificates of Rights and Preferences relating to the Preferred Stock and all references to the Preferred Stock from the Company’s Restated Certificate of Incorporation.

As a result of the Conversion, all outstanding shares of Preferred Stock were converted into shares of Common Stock. Upon the filing of the Certificates of Elimination, all shares of Preferred Stock reverted back to authorized but unissued shares of the Company’s preferred stock. Copies of the Certificates of Elimination as filed with the Secretary of State of the State of Delaware are attached hereto as Exhibit 3.1 and Exhibit 3.2 and are incorporated herein by reference.

Item 9.01    Financial Statement and Exhibits.

Exhibit No.	Description
3.1	Certificate of Elimination of Series D-1 Cumulative Convertible Preferred Stock, effective September 30, 2013.
3.2	Certificate of Elimination of Series D-2 Cumulative Convertible Preferred Stock, effective September 30, 2013.

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.

Date: September 30, 2013

ION GEOPHYSICAL CORPORATION
By:    /s/ DAVID L. ROLAND        David L. Roland    Senior Vice President, General Counsel and    Corporate Secretary

EXHIBIT INDEX

Exhibit No.	Description
3.1	Certificate of Elimination of Series D-1 Cumulative Convertible Preferred Stock, effective September 30, 2013.
3.2	Certificate of Elimination of Series D-2 Cumulative Convertible Preferred Stock, effective September 30, 2013.

EX-3.1

Exhibit 3.1

CERTIFICATE OF ELIMINATION
OF THE
SERIES D-1 CUMULATIVE CONVERTIBLE PREFERRED STOCK
OF
ION GEOPHYSICAL CORPORATION

Pursuant to Section 151(g)
of the General Corporation Law
of the State of Delaware

ION Geophysical Corporation, a corporation organized and existing under the laws of the State of Delaware (the “Corporation”), in accordance with the provisions of Section 151(g) of the General Corporation Law of the State of Delaware, hereby certifies as follows:

1.That, pursuant to Section 151 of the General Corporation Law of the State of Delaware and the authority granted in the Restated Certificate of Incorporation of the Corporation, as amended (the “Certificate of Incorporation”), the Board of Directors of the Corporation by resolution duly adopted, authorized the issuance of a series of thirty thousand (30,000) shares of Series D-1 Cumulative Convertible Preferred Stock, par value $0.01 per share, of the Corporation (the “Series D-1 Preferred Stock”) and established the voting powers, designations, preferences and relative, participating and other rights, and the qualifications, limitations or restrictions thereof, and, on February 17, 2005, filed a Certificate of Rights and Preferences (the “Series D-1 Certificate of Rights and Preferences”) with respect to the Series D-1 Preferred Stock in the Office of the Secretary of State of the State of Delaware.

2.    That the Board of Directors of the Corporation at a meeting held on September 25, 2013, duly adopted the following resolutions:

RESOLVED, that no shares of Series D-1 Preferred Stock are outstanding and no shares of Series D-1 Preferred Stock will be issued subject to the Series D-1 Certificate of Rights and Preferences;

RESOLVED FURTHER, that all matters set forth in the Series D-1 Certificate of Rights and Preferences with respect to the Series D-1 Preferred Stock be eliminated from the Certificate of Incorporation, and the shares of Series D-1 Preferred Stock heretofore reserved for issuance under such Series D-1 Certificate of Rights and Preferences shall again be available for issuance hereafter under Article Five, Fourth, Section 2 of the Certificate of Incorporation in one or more series as the Board of Directors shall hereafter from time to time determine;

RESOLVED FURTHER, that the officers of the Corporation be, and hereby are, authorized and directed to file a Certificate of Elimination (the “Series D-1 Certificate of Elimination”) with the Office of the Secretary of State of the State of Delaware setting forth a copy of these resolutions whereupon all matters set forth in the Series D-1 Certificate of Rights and Preferences with respect to the Series D-1 Preferred Stock shall be eliminated from the Certificate of Incorporation; and

RESOLVED FURTHER, that the Corporation is hereby authorized to pay any and all expenses and fees arising in connection with the filing of the Series D-1 Certificate of Elimination.

3.    That, accordingly, all matters set forth in the Series D-1 Certificate of Rights and Preferences with respect to the Series D-1 Preferred Stock be, and hereby are, eliminated from the Certificate of Incorporation, and all shares of Series D-1 Preferred Stock shall resume the status of authorized but unissued shares of preferred stock, $0.01 par value per share, of the Corporation.

[Signature on next page]

IN WITNESS WHEREOF, ION Geophysical Corporation has caused this Certificate to be executed by its duly authorized officer on this 30th day of September.

ION GEOPHYSICAL CORPORATION

By:    /s/ David L. Roland    
    Name:    David L. Roland

Office:    Senior Vice President, General Counsel and        Corporate Secretary

EX-3.2

Exhibit 3.2

CERTIFICATE OF ELIMINATION
OF THE
SERIES D-2 CUMULATIVE CONVERTIBLE PREFERRED STOCK
OF
ION GEOPHYSICAL CORPORATION

Pursuant to Section 151(g)
of the General Corporation Law
of the State of Delaware

ION Geophysical Corporation, a corporation organized and existing under the laws of the State of Delaware (the “Corporation”), in accordance with the provisions of Section 151(g) of the General Corporation Law of the State of Delaware, hereby certifies as follows:

1.    That, pursuant to Section 141(f) of the General Corporation Law of the State of Delaware and the authority granted in the Restated Certificate of Incorporation of the Corporation, as amended (the “Certificate of Incorporation”), the Board of Directors of the Corporation by unanimous written consent duly adopted, authorized the issuance of a series of five thousand (5,000) shares of Series D-2 Cumulative Convertible Preferred Stock, par value $0.01 per share, of the Corporation (the “Series D-2 Preferred Stock”) and established the voting powers, designations, preferences and relative, participating and other rights, and the qualifications, limitations or restrictions thereof, and, on December 6, 2007, filed a Certificate of Rights and Preferences (the “Series D-2 Certificate of Rights and Preferences”) with respect to such Preferred Stock in the Office of the Secretary of State of the State of Delaware.

2.    That the Board of Directors of the Corporation at a meeting held on September 25, 2013, duly adopted the following resolutions:

RESOLVED, that no shares of Series D-2 Preferred Stock are outstanding and no shares of Series D-2 Preferred Stock will be issued subject to the Series D-2 Certificate of Rights and Preferences;

RESOLVED FURTHER, that all matters set forth in the Series D-2 Certificate of Rights and Preferences with respect to the Series D-2 Preferred Stock be eliminated from the Certificate of Incorporation, and the shares of Series D-2 Preferred Stock heretofore reserved for issuance under such Series D-2 Certificate of Rights and Preferences shall again be available for issuance hereafter under Article Five, Fourth, Section 2 of the Certificate of Incorporation in one or more series as the Board of Directors shall hereafter from time to time determine;

RESOLVED FURTHER, that the officers of the Corporation be, and hereby are, authorized and directed to file a Certificate of Elimination (the “Series D-2 Certificate of Elimination”) with the Office of the Secretary of State of the State of Delaware setting forth a copy of these resolutions whereupon all matters set forth in the Series D-2 Certificate of Rights and Preferences with respect to the Series D-2 Preferred Stock shall be eliminated from the Certificate of Incorporation; and

RESOLVED FURTHER, that the Corporation is hereby authorized to pay any and all expenses and fees arising in connection with the filing of the Series D-2 Certificate of Elimination.

3.    That, accordingly, all matters set forth in the Series D-2 Certificate of Rights and Preferences with respect to the Series D-2 Preferred Stock be, and hereby are, eliminated from the Certificate of Incorporation, and all shares of Series D-2 Preferred Stock shall resume the status of authorized but unissued shares of preferred stock, $0.01 par value per share, of the Corporation.

[Signature on next page]

IN WITNESS WHEREOF, ION Geophysical Corporation has caused this Certificate to be executed by its duly authorized officer on this 30th day of September.

ION GEOPHYSICAL CORPORATION

By:    /s/ David L. Roland    
    Name:    David L. Roland

Office:    Senior Vice President, General Counsel and        Corporate Secretary