SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13D
UNDER THE SECURITIES EXCHANGE ACT OF 1934
GeoScience Corporation
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(Name of Issuer)
Common Stock, par value $.01 per share
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(Title of Class of Securities)
373636 10 9
------------------------------------
(CUSIP Number)
Richard F. Miles
President
10500 Westoffice Drive, Suite 200
Houston, Texas 77042
(713) 780-1881
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(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
August 23, 1999
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(Date of Event which Requires Filing of this
Statement)
If the filing person has previously filed a statement on Schedule 13G to report
the acquisition that is the subject of this Schedule 13D, and is filing this
schedule because of Rule 13d-1(e), Rule 13d-1(f) or Rule 13d-1(g), check the
following box [ ].
NOTE: Schedules filed in paper format shall include a signed original and five
copies of the schedule, including all exhibits. See Rule 13d-7(b) for other
parties to whom copies are to be sent.
*The remainder of this cover page shall be filled out for a reporting person's
initial filing on this form with respect to the subject class of securities, and
for any subsequent amendment containing information which would alter
disclosures provided in a prior cover page.
The information required on the remainder of this cover page shall not be deemed
to be "filed" for the purpose of Section 18 of the Securities Exchange Act of
1934 ("Act") or otherwise subject to the liabilities of that section of the Act
but shall be subject to all other provisions of the Act (however, see the
Notes).
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PAGE 2 OF 6 PAGES
SCHEDULE 13D
CUSIP NO. 373636 10 9
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| 1 | NAME OF REPORTING PERSON
| | S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
| |
| | Tech-Sym Corporation 74-1509818
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| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP * (a)[ ]
| | (b)[ ]
| |
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| 3 | SEC USE ONLY
| |
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| 4 | SOURCE OF FUNDS*
| |
| | WC; See Item 3
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| 5 | CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
| | ITEMS 2(d) or 2(e) [ ]
| |
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| 6 | CITIZENSHIP OR PLACE OF ORGANIZATION
| |
| | U.S.A.
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| 7 | SOLE VOTING POWER
NUMBER OF | | 7,995,000 shares of Common Stock of GeoScience Corporation
SHARES ------------------------------------------------------------------
BENEFICIALLY | 8 | SHARED VOTING POWER
OWNED BY EACH | | -0-
REPORTING ------------------------------------------------------------------
PERSON WITH | 9 | SOLE DISPOSITIVE POWER
| | 7,995,000 shares of Common Stock of GeoScience Corporation
------------------------------------------------------------------
|10 | SHARED DISPOSITIVE POWER
| | -0-
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| 11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
| |
| | 7,995,000 shares of Common Stock of GeoScience Corporation
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| 12 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
| | SHARES * [ ]
| |
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| 13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
| |
| | 80.1%
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| 14 | TYPE OF REPORTING PERSON
| |
| | CO
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*SEE INSTRUCTIONS BEFORE FILLING OUT!
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Page 3 of 6 Pages
ORIGINAL REPORT ON SCHEDULE 13D
ITEM 1. SECURITY AND ISSUER
This statement on Schedule 13D is being filed by Tech-Sym Corporation (the
"Reporting Person"). This statement relates to the common stock (the "Common
Stock"), of GeoScience Corporation, a Nevada corporation (the "Company"), which
has its principal executive offices at 10500 Westoffice Drive, Suite 200,
Houston, Texas 77042.
ITEM 2. IDENTITY AND BACKGROUND
(a) Name: Tech-Sym Corporation
(b) Business address: 10500 Westoffice Drive
Suite 200
Houston, Texas 77042
(c) Principal business: Electronics engineering and manufacturing
company involved in the design, development
and manufacture of products used for
communications, defense and weather
information. The executive officers and
directors are listed on Appendix A attached
hereto.
(d) Criminal Proceedings: None
(e) Civil Proceedings: None
(f) Place of organization: Nevada
ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION
The Reporting Person has been the beneficial owner of 7,900,000 shares of
Common Stock, which number of shares represents approximately 79.12% of the
outstanding Common Stock of the Company. During the week of August 27, 1999, the
Reporting Person acquired 95,000 additional shares of Common Stock of the
Company for aggregate consideration of approximately $707,750, or an average
price of $7.45 per share.
ITEM 4. PURPOSE OF TRANSACTION
The Reporting Person acquired the Common Stock reported herein for the
purpose of increasing its ownership to 80% in order to include the financial
performance of the Company in its consolidated federal tax returns for all tax
periods after achieving such level of ownership.
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Page 4 of 6 Pages
ITEM 5. INTEREST IN SECURITIES OF THE COMPANY
(a) There were 9,985,350 shares of Common Stock outstanding as of July 30,
1999, the date of the latest Form 10-Q. The Reporting Person is deemed to be the
beneficial owner of 7,995,000 shares of the Common Stock, which constitutes
approximately 80.1% of the total issued and outstanding shares of Common Stock
as of July 30, 1999.
(b) The number of shares of Common Stock as to which there is sole power
to vote or to direct the vote, sole power to dispose or to direct the
disposition, or shared power to dispose or direct the disposition for the
Reporting Person is set forth on the cover pages of this Statement on Schedule
13D, and such information is incorporated herein by reference.
(c) There have been no reportable transactions with respect to the Common
Stock within the last 60 days by the Reporting Persons except for the
acquisition of beneficial ownership of units being reported on this Schedule
13D.
(d) The Reporting Person has the right to receive dividends from, and the
proceeds from the sale of, the shares of Common Stock reported by such person on
the cover page of this Statement on Schedule 13D.
(e) Not applicable.
ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT TO
SECURITIES OF THE COMPANY
In 1996, the Reporting Person and the Company entered into the following
agreements:
(a) a Corporate Services Agreement pursuant to which the Reporting Person
will continue to provide certain corporate and administrative services
to the Company;
(b) a Tax Allocation Agreement to provide for the allocation and payment
of taxes, the conduct of tax audits, the allocation of responsibility
for filing tax returns and various related matters;
(c) a Shareholder Agreement that provides that each party shall cooperate
with the other party in connection with their respective reporting
requirements under federal and state securities laws, and limits
certain actions that the Company can take without the Reporting
Person's consent;
(d) an Intercompany Credit Agreement in order to establish the terms of
indebtedness that may be incurred by the Company from the Reporting
Person from time to time; and
(e) a Stock Restriction and Registration Agreement whereby the Company has
provided the Reporting Person with certain registration rights,
including three demand registration rights and "piggy-back"
registration rights with respect to the Common Stock owned by the
Reporting Person.
ITEM 7. MATERIAL TO BE FILED AS EXHIBITS
None.
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Page 5 of 6 Pages
SIGNATURE
After reasonable inquiry and to the best of our knowledge and belief, the
undersigned certifies that the information set forth in this statement is true,
complete and correct.
Date: September 2, 1999
TECH-SYM CORPORATION
/s/ J. RANKIN TIPPINS
Name: J. Rankin Tippins
Title: Vice President, Secretary
and General Counsel
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Page 6 of 6 Pages
APPENDIX A
Executive Officers and Directors of Tech-Sym Corporation.
NAME POSITION PRINCIPAL OCCUPATION
J. Michael Camp Chairman of the Board, Employee of Tech-Sym
President and Chief Corporation
Executive Officer
J. Rankin Tippins Vice President, General Employee of Tech-Sym
Counsel and Secretary Corporation
Paul L. Harp Treasurer and Controller Employee of Tech-Sym
(principal financial officer) Corporation
Kenneth R. Allstaff President of TRAK Employee of TRAK
Communications, Inc. Communications, Inc.
David F. Burkey President of Continental Employee of Continental
Electronics Corporation Electronics Corporation
Larry Collins President of Enterprise Employee of Enterprise
Electronics Corporation Electronics Corporation
Charles B. Johnson President of Metric Systems Employee of Metric
Corporation Systems Corporation
Richard F. Miles President and Director of Employee of GeoScience
GeoScience Corporation and Corporation
Chairman of the Board and
President of Syntron, Inc.
W. L. Creech Director Independent Business
Consultant
Michael C. Forrest Director Consultant to the
Petroleum Exploration
Industry
Richard S. Friedland Director Independent Business
Consultant
A. A. Gallotta, Jr. Director President of AAG
Associates, Inc.
Wendell W. Gamel Director Retired Chairman of the
Board of Tech-Sym
Corporation
James Henderson Director Consultant to Steel
Partners II, L.P.
Warren G. Lichtenstein Director Chairman of the Board,
Secretary and Managing
Member of Steel Partners,
L.L.C.
Coy J. Scribner Director Retired President of
Metric Systems
Corporation
Charles K. Watt Director Chairman of Scientific
Research Corporation;
Faculty Member and
Executive Assistant to
the President at Clemson
University
Each of the foregoing persons is a United States citizen except Messrs. Allstaff
and Miles, who are citizens of the United Kingdom.
