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 (Date of earliest event reported):
January 17, 1996
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GEODYNAMICS CORPORATION
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(Exact name of registrant as specified in its charter)
California 0-15034 95-2502865
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(State or other (Commission (IRS Employer
jurisdiction of File Number) Identification
incorporation)
Number)
21171 Western Avenue, Suite 110, Torrance, California
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(Address of Principal Executive Offices)
90501
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(Zip Code)
Registrant's telephone number, including area code
(310) 782-7277
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N/A
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(Former name or former address, if changed since last report.)
This report, including exhibits, contains 4 pages.
The Exhibit Index is located on page 2.
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Item 2. Acquisition or Disposition of Assets
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On January 18, 1996, Geodynamics Corporation, a California Corporation
(the "Registrant"), announced that it had sold its interest in its LaFehr
& Chan Technologies, Inc. ("LCT") subsidiary. The sale was made to
employees and former shareholders of LCT, together with the Tudor Trust,
a New York investment fund. A copy of the press release is attached as an
exhibit hereto and is incorporated by reference herein.
Item 7. Financial Statements and Pro Forma Financial Information
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Required pro forma financial information will be filed as an amendment
to this Form 8-K as soon as practicable, and within 60 days of the due
date for this Form 8-K.
INDEX TO EXHIBITS
The following exhibit is filed as part of this report:
Exhibit
Sequential
Number Exhibit Description Page Number
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99.1 Press Release 4
2
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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.
GEODYNAMICS CORPORATION
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Registrant
Date: February 1, 1996 By: /s/ David P. Nelson
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David P. Nelson
Vice President and Chief
Financial Officer
Date: February 1, 1996 By: /s/ Robert G. Cook
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Robert G. Cook
Corporate Controller and
Chief Accounting Officer
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Exhibit 99.1
Geodynamics Corporation FOR IMMEDIATE RELEASE
21171 Western Avenue, Suite 120
Torrance, CA 90501(310) 781-3612
Company Contact: Joanne M. Dunlap
GEODYNAMICS CORPORATION
SELLS ITS LAFEHR AND CHAN TECHNOLOGIES, INC.SUBSIDIARY
Torrance, CA, January 18, 1996--Geodynamics Corporation
(NASDAQ- NMS:GDYN) announced today that it had sold its
LaFehr and Chan Technologies, Inc. (LCT) subsidiary to an
investor group composed of LCT employees and former
shareholders of LCT, together with the Tudor Trust, a New
York investment fund. The sale was for cash of $4.9 million
which was funded partially through the redemption of
Geodynamics shares held by certain of those parties.
A Special Committee of the Board of Directors of Geodynamics
had negotiated and approved this transaction which involved
one existing Geodynamics Director, Thomas R. LaFehr, a
former principal shareholder of LCT and a Director of LCT.
The Tudor trust is also a significant shareholder of
Geodynamics, owning approximately 14.8% of Geodynamics'
outstanding shares.
Geodynamics also announced that it resolved and concluded a
definitive agreement on the amount of earnout due the former
LCT shareholders, which will be payable on February 1, 1996
in an amount of $1.6 million.
The purpose of these transactions was to facilitate the
pending acquisition of Geodynamics by Logicon, Inc.
Geodynamics is engaged in high technology remote sensing,
software development, and image processing with a wide
variety of applications in both government and commercial
markets.
For further information, contact Joanne M. Dunlap at (310)
781-3612.
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