SEC Comment Letter for GEOKINETICS INC (CIK 0000314606) — Dec 30, 2005
GEOKINETICS INC (CIK 0000314606)
Date: Dec. 30, 2005 · CIK: 0000314606 · Accession: 0000000000-05-064616
AI Filing Summary & Sentiment
Letter
December 29, 2005 Via U.S. Mail and Facsimile David A. Johnson Chief Executive Officer Geokinetics Inc. One Riverway, Suite 2100 Houston, Texas 77056
RE: Geokinetics Inc. Form 10-KSB for the fiscal year ended December 31, 2004 Form 8-K dated November 30, 2005 File No. 0-9268
Dear Mr. Johnson:
We have limited our review of your Form 10-KSB for the fiscal year ended December 31, 2004, and Form 8-K dated November 30, 2005, to disclosures relating to your contacts with countries that have been identified as state sponsors of terrorism, and will make no further review of those forms. Our review with respect to this issue does not preclude further review by the Assistant Director group with respect to other issues. At this juncture, we are asking you to provide us with supplemental information, so that we may better understand your disclosure. Please be as detailed as necessary in your response. After reviewing this information, we may raise additional comments.
Please understand that the purpose of our review process is to assist you in your compliance with the applicable disclosure requirements and to enhance the overall disclosure in your filings. We look forward to working with you in these respects. We welcome any questions you may have about our comments or on any other aspect of our review. Feel free to call us at the telephone numbers listed at the end of this letter.
General -
We note that page 25 of the investor presentation attached as Exhibit 99.2 to your November 30, 2005, 8-K indicates that seismic data was processed from Iran and Syria by your wholly owned subsidiary Geophysical Development Corporation. In light of the fact that Iran and Syria have been identified by the U.S. State Department as state sponsors of terrorism, and are subject to economic sanctions administered by the U.S. Treasury Department`s Office of Foreign Assets Control, please describe for us the extent and nature of your past, current, and anticipated contacts with Iran and Syria. Address for us the materiality to you of your contacts with Iran and Syria, and whether those contacts, individually or in the aggregate, constitute a material investment risk for your security holders.
In preparing your response please consider that evaluations of materiality should not be based solely on quantitative factors, but should include consideration of all factors that a reasonable investor would deem important in making an investment decision, including the potential impact of corporate activities upon a company`s reputation and share value. In this regard, we note that Arizona and Louisiana have adopted legislation requiring their state retirement systems to prepare reports regarding state pension fund assets invested in, and/or permitting divestment of state pension fund assets from, companies that do business with countries designated as state sponsors of terrorism. Your materiality analysis should address the potential impact of the investor sentiment evidenced by these actions.
Closing Comments
Please respond to this comment within 10 business days or tell us when you will provide us with a response. Please file your response letter on EDGAR.
We urge all persons who are responsible for the accuracy and adequacy of the disclosure in the filings to be certain that the filings include all information required under the Exchange Act of 1934 and that they have provided all information investors require for an informed investment decision. Since the company and its management are in possession of all facts relating to the company`s disclosure, they are responsible for the accuracy and adequacy of the disclosures they have made.
In connection with responding to our comment, please provide, in writing, a statement from the company acknowledging that:
the company is responsible for the adequacy and accuracy of the disclosure in the filings;
staff comments or changes to disclosure in response to staff comments do not foreclose the Commission from taking any action with respect to the filings; and
the company may not assert staff comments as a defense in any proceeding initiated by the Commission or any person under the federal securities laws of the United States.
In addition, please be advised that the Division of Enforcement has access to all information you provide to the staff of the Division of Corporation Finance in our review of your filings or in response to our comments on your filings.
Please understand that we may have additional comments after we review your response to our comment. Please contact Jack Guggenheim at (202) 551-3523 if you have any questions about the comment or our review. You may also contact me at (202) 551-3470.
Sincerely,
Cecilia D. Blye, Chief
Office of Global Security
Risk
Show Raw Text
<DOCUMENT>
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<TEXT>
December 29, 2005
Via U.S. Mail and Facsimile
David A. Johnson
Chief Executive Officer
Geokinetics Inc.
One Riverway, Suite 2100
Houston, Texas 77056
RE: Geokinetics Inc.
Form 10-KSB for the fiscal year ended December 31, 2004
Form 8-K dated November 30, 2005
File No. 0-9268
Dear Mr. Johnson:
We have limited our review of your Form 10-KSB for the
fiscal
year ended December 31, 2004, and Form 8-K dated November 30,
2005,
to disclosures relating to your contacts with countries that have
been identified as state sponsors of terrorism, and will make no
further review of those forms. Our review with respect to this
issue
does not preclude further review by the Assistant Director group
with
respect to other issues. At this juncture, we are asking you to
provide us with supplemental information, so that we may better
understand your disclosure. Please be as detailed as necessary in
your response. After reviewing this information, we may raise
additional comments.
Please understand that the purpose of our review process is
to
assist you in your compliance with the applicable disclosure
requirements and to enhance the overall disclosure in your
filings.
We look forward to working with you in these respects. We welcome
any questions you may have about our comments or on any other
aspect
of our review. Feel free to call us at the telephone numbers
listed
at the end of this letter.
General -
We note that page 25 of the investor presentation attached as
Exhibit
99.2 to your November 30, 2005, 8-K indicates that seismic data
was
processed from Iran and Syria by your wholly owned subsidiary
Geophysical Development Corporation. In light of the fact that
Iran
and Syria have been identified by the U.S. State Department as
state
sponsors of terrorism, and are subject to economic sanctions
administered by the U.S. Treasury Department`s Office of Foreign
Assets Control, please describe for us the extent and nature of
your
past, current, and anticipated contacts with Iran and Syria.
Address
for us the materiality to you of your contacts with Iran and
Syria,
and whether those contacts, individually or in the aggregate,
constitute a material investment risk for your security holders.
In preparing your response please consider that evaluations of
materiality should not be based solely on quantitative factors,
but
should include consideration of all factors that a reasonable
investor would deem important in making an investment decision,
including the potential impact of corporate activities upon a
company`s reputation and share value. In this regard, we note
that
Arizona and Louisiana have adopted legislation requiring their
state
retirement systems to prepare reports regarding state pension fund
assets invested in, and/or permitting divestment of state pension
fund assets from, companies that do business with countries
designated as state sponsors of terrorism. Your materiality
analysis
should address the potential impact of the investor sentiment
evidenced by these actions.
Closing Comments
Please respond to this comment within 10 business days or
tell
us when you will provide us with a response. Please file your
response letter on EDGAR.
We urge all persons who are responsible for the accuracy and
adequacy of the disclosure in the filings to be certain that the
filings include all information required under the Exchange Act of
1934 and that they have provided all information investors require
for an informed investment decision. Since the company and its
management are in possession of all facts relating to the
company`s
disclosure, they are responsible for the accuracy and adequacy of
the
disclosures they have made.
In connection with responding to our comment, please
provide,
in writing, a statement from the company acknowledging that:
the company is responsible for the adequacy and accuracy of the
disclosure in the filings;
staff comments or changes to disclosure in response to staff
comments
do not foreclose the Commission from taking any action with
respect
to the filings; and
the company may not assert staff comments as a defense in any
proceeding initiated by the Commission or any person under the
federal securities laws of the United States.
In addition, please be advised that the Division of Enforcement
has
access to all information you provide to the staff of the Division
of
Corporation Finance in our review of your filings or in response
to
our comments on your filings.
Please understand that we may have additional comments after
we
review your response to our comment. Please contact Jack
Guggenheim
at (202) 551-3523 if you have any questions about the comment or
our
review. You may also contact me at (202) 551-3470.
Sincerely,
Cecilia D. Blye, Chief
Office of Global Security
Risk
cc: Roger Schwall
Barry Stem
Lily Dang
Division of Corporation Finance
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David A. Johnson
Geokinetics Inc.
December 29, 2005
Page 1
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549-5546
DIVISION OF
CORPORATION FINANCE
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