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
SEPTEMBER 2, 1997
(DATE OF EARLIEST EVENT REPORTED)
GEOSCIENCE CORPORATION
(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
NEVADA 76-0497775
(STATE OR OTHER JURISDICTION OF (IRS EMPLOYER
IDENTIFICATION NO.)
INCORPORATION)
0-28422
(COMMISSION FILE NUMBER)
10500 WESTOFFICE DRIVE, SUITE 210
HOUSTON, TEXAS 77042-5326
(ADDRESS OF PRINCIPAL EXECUTIVE OFFICE AND ZIP CODE)
(713) 780-1881
(REGISTRANT'S TELEPHONE NUMBER, INCLUDING AREA CODE)
<PAGE>
ITEM 5. OTHER EVENTS.
The information set forth in the press release of the registrant dated
September 2, 1997, which is filed as an exhibit hereto, is incorporated hereby
by reference.
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS.
(c) The following exhibit is filed with this report:
99 -- Press Release, dated September 2, 1997, issued by GeoScience
Corporation.
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.
GEOSCIENCE CORPORATION
By: /S/RAY F. THOMPSON
Ray F. Thompson
(Vice President, Chief
Financial Officer and
Treasurer)
Date: September 3, 1997
PAGE 2
<PAGE>
EXHIBIT INDEX
EXHIBIT NUMBER DESCRIPTION
99 Press Release, dated September 2, 1997, issued by GeoScience
Corporation.
EXHIBIT 99
GEOSCIENCE COMMENTS ON EXPECTED RESULTS FOR 1997
HOUSTON, TEXAS, September 2, 1997 - GeoScience Corporation (NASDAQ:GSCI)
today announced preliminary results for its third quarter ended September 30,
1997 and commented on the outlook for the balance of the year.
Revenue from continuing operations for the quarter ended September 30,
1997 is expected to be approximately $17 million compared to revenue of $23.3
million for the quarter ended June 30, 1997 and revenue of $28 million for the
quarter ended September 30, 1996.
The decrease in revenue is primarily a result of approximately $16 million
of anticipated sales shifting to the fourth quarter of 1997 and first quarter of
1998. Changes in schedules and vessel availability of the Company's customers
have caused the delay in sales. Management does not believe that these sales
opportunities have been lost to competition.
Additionally, the Company anticipates an increase in manufacturing costs
during the third quarter as a result of design changes to the SYNTRAK 480-24(TM)
module, unfavorable manufacturing variances and other factors caused by the
Company's efforts to meet the growth in the business.
As a result of the decrease in sales and the increased manufacturing
costs, the Company anticipates a loss from continuing operations in the range of
$0.16 to $0.24 per share for the quarter ended September 30, 1997. Operating
results for the fourth quarter of 1997 are expected to improve compared to the
fourth quarter of 1996.
Richard F. Miles, President, stated, "Although we have always been
concerned that our quarterly financial results could be volatile due to the
historical reliance on large orders with unpredictable timing, the expected
results for the third quarter are truly disappointing given the continued strong
demand for our equipment. Our customers' requirements for our type of products
appear to be firm and we believe none of the sales originally projected in the
third quarter have been lost to competition. Design changes to the SYNTRAK
480-24(TM) module should improve the manufacturing process going forward. Given
the attainment of these orders and improvement in manufacturing efficiencies,
the Company should achieve improved operating results in future periods."
GeoScience Corporation designs, develops and manufactures seismic data
acquisition systems and provides services for the oil and gas exploration and
production industry.
***
FORWARD-LOOKING STATEMENTS IN THIS RELEASE ARE MADE PURSUANT TO THE SAFE HARBOR
PROVISIONS OF THE PRIVATE SECURITIES LITIGATION REFORM ACT OF 1995. INVESTORS
ARE CAUTIONED THAT ALL FORWARD-LOOKING STATEMENTS INVOLVE RISKS AND
UNCERTAINTIES, INCLUDING, WITHOUT LIMITATION, RISKS ASSOCIATED WITH THE
UNCERTAINTY OF MARKET ACCEPTANCE OF THE COMPANY'S PRODUCTS, LIMITED NUMBER OF
CUSTOMERS, AS WELL AS RISKS OF DOWNTURNS IN ECONOMIC CONDITIONS GENERALLY, RISKS
ASSOCIATED WITH COMPETITION AND COMPETITIVE PRICING PRESSURES, AND OTHER RISKS
DETAILED IN THE COMPANY'S FILINGS WITH THE SECURITIES AND EXCHANGE COMMISSION.
For further information contact:
Richard F. Miles Robert P. Jones / Vince Daniels
President Lee Foley - Media Relations
GeoScience Corporation Morgen-Walke Associates
10500 Westoffice Drive, Ste. 210 380 Lexington Avenue, 50th Floor
Houston, TX 77042 New York, NY 10168
(713) 780-1881 (212) 850-5600
