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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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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): MARCH 24, 1999
GEOSCIENCE CORPORATION
(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
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NEVADA 76-0497775
(STATE OR OTHER JURISDICTION OF 0-28422 (I.R.S. EMPLOYER
INCORPORATION OR ORGANIZATION) (COMMISSION FILE NUMBER) IDENTIFICATION NO.)
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10500 WESTOFFICE DRIVE, SUITE 200
HOUSTON, TEXAS 77042-5391
(ADDRESS OF PRINCIPAL
EXECUTIVE OFFICES)
AND ZIP CODE)
(713) 785-7790
(REGISTRANT'S TELEPHONE NUMBER,
INCLUDING AREA CODE)
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ITEM 5. OTHER EVENTS
The information set forth in the press release of the registrant dated
March 24, 1999, which is filed as an exhibit hereto, is incorporated hereby
reference.
ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS
(C) EXHIBITS
Exhibit 99(a) -- Press release issued by the registrant
dated March 24, 1999.
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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
Date: March 24, 1999
By: /S/ RAY F. THOMPSON
Ray F. Thompson
VICE PRESIDENT AND CHIEF FINANCIAL OFFICER
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EXHIBIT INDEX
EXHIBIT NO.
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Exhibit 99(a) -- Press release issued by the registrant
dated March 24, 1999.
EXHIBIT 99(a)
TECH-SYM CORPORATION AND GEOSCIENCE CORPORATION ANNOUNCE TERMINATION OF MERGER
AGREEMENT OF GEOSCIENCE CORPORATION AND CORE LABORATORIES, N.V.
Houston, Texas, March 24, 1999--Tech-Sym Corporation (NYSE:TSY) and its
GeoScience Corporation (Nasdaq:GSCI) subsidiary today announced that the Merger
Agreement between GeoScience Corporation and Core Laboratories, N.V. (NYSE:CLB)
has been terminated. Recent indications that the continuing malaise among marine
oilfield service contractors may result in reduced orders at GeoScience's
Syntron, Inc., subsidiary caused Core Laboratories to reassess the proposed
transaction. As part of the termination, Core Laboratories will pay GeoScience
$3 million through the cancellation of an equal amount of working capital
advances previously made by Core to GeoScience.
Michael Camp, President and Chief Executive Officer of Tech-Sym
Corporation, stated, "We are disappointed that the merger was not completed.
However, we will continue to weigh opportunities to combine the products and
talents of GeoScience with another company, provided fair value is received by
the GeoScience stockholders. In the meantime, we are collaborating with
GeoScience to optimize earnings in anticipation of a reduced order book during
1999."
Tech-Sym Corporation is a high technology company that designs, develops
and manufactures electronic systems and components used in diverse markets
including communications, defense systems and environmental radar systems.
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.
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