Obligation ION Geoscience 8.125% ( US462044AE87 ) en USD

ION Geoscience

100 % ⇌

Etas-Unis

US462044AE87 ( en USD )

8.125% par an ( paiement semestriel )

15/05/2018 - Obligation échue

Prospectus brochure de l'obligation ION Geophysical US462044AE87 en USD 8.125%, échue

2 000 USD

175 000 000 USD

462044AE8

ION Geophysical est une société de géophysique fournissant des produits et services d'acquisition, de traitement et d'interprétation de données sismiques pour l'exploration et la production d'hydrocarbures.

L'Obligation émise par ION Geoscience ( Etas-Unis ) , en USD, avec le code ISIN US462044AE87, paye un coupon de 8.125% par an.
Le paiement des coupons est semestriel et la maturité de l'Obligation est le 15/05/2018

L'Obligation émise par ION Geoscience ( Etas-Unis ) , en USD, avec le code ISIN US462044AE87, a été notée NR par l'agence de notation Moody's.

L'Obligation émise par ION Geoscience ( Etas-Unis ) , en USD, avec le code ISIN US462044AE87, a été notée NR par l'agence de notation Standard & Poor's ( S&P ).

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424B3 1 a14-6582_1424b3.htm 424B3
Table of Contents

Filed pursuant to Rule 424(b)(3)
Registration No. 333-194110

PROSPECTUS

ION Geophysical Corporation

EXCHANGE OFFER FOR
$175,000,000
8.125% SENIOR SECURED SECOND PRIORITY NOTES DUE 2018
AND RELATED GUARANTEES

The exchange offer will expire at 5:00 p.m., New York City time, on May 9, 2014 (the "expiration date"), unless we
extend the exchange offer in our sole and absolute discretion.

We are offering to exchange up to $175.0 million aggregate principal amount of our 8.125% senior secured second priority
notes due 2018 (the "Exchange Notes"), the issuance of each of which has been registered under the Securities Act of 1933, as
amended (the "Securities Act"), for up to $175.0 million aggregate principal amount of our outstanding 8.125% senior secured
second priority notes due 2018 (the "Restricted Notes," and together with the Exchange Notes, the "notes") that have not been
registered under the Securities Act. We are offering to exchange the Exchange Notes for the Restricted Notes in order to satisfy our
obligations under the registration rights agreement that we entered into when the Restricted Notes were issued and sold in a
transaction exempt from registration under the Securities Act.

Material Terms of the Exchange Offer:

·
The form and terms of the Exchange Notes are substantially the same as the form and terms of the Restricted Notes, except

that the Exchange Notes to be issued in the exchange offer have been registered under the Securities Act and will not bear
legends restricting their transfer or contain special interest provisions.
·
The exchange offer is subject to customary conditions discussed under "The Exchange Offer--Conditions to the Exchange

Offer."
·
We will exchange all outstanding Restricted Notes that are validly tendered and not withdrawn prior to the expiration or

termination of the exchange offer for an equal principal amount of Exchange Notes.
·
You may withdraw tenders of Restricted Notes at any time prior to the expiration or termination of the exchange offer.

·
Restricted Notes may be tendered only in minimum denominations of $2,000 and any integral multiple of $1,000 in excess

thereof.

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·
We will not receive any cash proceeds from the exchange offer or the issuance of the Exchange Notes. Accordingly, neither

the exchange offer nor the issuance of the Exchange Notes will result in any increase in our outstanding indebtedness or
change in our capitalization.
·
There is no existing public market for the Restricted Notes or the Exchange Notes offered hereby.

·
We do not intend to list the Exchange Notes on any securities exchange or seek approval for quotation through any

automated trading system.

Results of the Exchange Offer:

·
The Exchange Notes may be sold in the over-the-counter market, in negotiated transactions or through a combination of such

methods.
·
All outstanding Restricted Notes not tendered will continue to be subject to the restrictions on transfer set forth in the

outstanding Restricted Notes and the indenture governing the notes. In general, outstanding Restricted Notes may not be
offered or sold, unless registered under the Securities Act, except pursuant to an exemption from, or in a transaction not
subject to, the Securities Act and applicable state securities laws.
·
Other than in connection with the exchange offer, we do not plan to register the outstanding Restricted Notes under the

Securities Act.

Each broker-dealer that receives Exchange Notes for its own account in exchange for Restricted Notes that were acquired by
it as a result of market-making activities or other trading activities must acknowledge that it will deliver a prospectus in connection
with any resale of the Exchange Notes. The letter of transmittal states that by so acknowledging and by delivering a prospectus, a
broker-dealer will not be deemed to admit that it is an "underwriter" within the meaning of the Securities Act. This prospectus, as it
may be amended or supplemented from time to time, may be used by a broker-dealer in connection with resales of Exchange Notes
received in exchange for Restricted Notes that were acquired by the broker-dealer as a result of market-making activities or other
trading activities. We have agreed that, for a period ending on the earlier of the expiration of the 270th day after the exchange offer
has been completed or such time as such participating broker-dealers no longer hold Restricted Notes, we will keep the exchange
offer registration statement effective and will make this prospectus, as amended or supplemented, available to any broker-dealer for
use in connection with any such resale. See "Plan of Distribution."

See "Risk Factors" beginning on page 13 of this prospectus for a discussion of certain risks that you
should consider before participating in the exchange offer.

Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of
these securities or determined if this prospectus is truthful or complete. Any representation to the contrary is a criminal
offense.

The date of this prospectus is April 10, 2014.

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TABLE OF CONTENTS

Page
INDUSTRY AND MARKET DATA
ii
TRADEMARKS
ii
CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING STATEMENTS
iii
PROSPECTUS SUMMARY
1
RISK FACTORS
13
RATIO OF EARNINGS TO FIXED CHARGES
24
THE EXCHANGE OFFER
24
USE OF PROCEEDS
37
CAPITALIZATION
38
DESCRIPTION OF THE EXCHANGE NOTES
39
DESCRIPTION OF CERTAIN INDEBTEDNESS
108
MATERIAL UNITED STATES FEDERAL INCOME TAX CONSIDERATIONS
109
CERTAIN CONSIDERATIONS FOR ERISA AND OTHER U.S. EMPLOYEE BENEFIT PLANS
110
PLAN OF DISTRIBUTION
111
LEGAL MATTERS
112
EXPERTS
112
WHERE YOU CAN FIND MORE INFORMATION
112
INCORPORATION BY REFERENCE
113

Unless we have indicated, or the context otherwise requires, references in this prospectus to "ION Geophysical," "ION,"
"the Company," "we," "our," "ours" and "us" refer to ION Geophysical Corporation and its consolidated subsidiaries. References to
"INOVA" or "INOVA Geophysical" refer to INOVA Geophysical Equipment Limited, a joint venture in which we own a 49% equity
interest. References to "OceanGeo" refer to OceanGeo B.V. (formerly GeoRXT B.V.), a joint venture in which we own a 70% equity
interest. References to "guarantors" refer to our subsidiaries, GX Technology Corporation, ION Exploration Products (U.S.A.), Inc.
and I/O Marine Systems, Inc., which have fully and unconditionally guaranteed, jointly and severally, ION's obligations under the
notes. References to the "subsidiary guarantees" refer to the guarantees by each guarantor of our obligations under the notes.
References to "Commission" or "SEC" refer to the U.S. Securities and Exchange Commission.

This prospectus incorporates important business and financial information about us that is not included or delivered
with this prospectus. Such information is available without charge to holders of the Restricted Notes upon written or oral
request made to ION Geophysical Corporation, 2105 CityWest Blvd., Suite 400, Houston, Texas 77042-2839 (Telephone:
(281) 933-3339). To obtain timely delivery of any requested information, holders of the Restricted Notes must make any
request no later than five (5) business days prior to the expiration of the exchange offer.

You should rely only on the information contained or incorporated by reference in this prospectus. We have not authorized
any other person to provide you with different information. If anyone provides you with different or inconsistent information, you
should not rely on it. This prospectus is not an offer to sell or a solicitation of an offer to buy securities anywhere or to anyone where
or to whom we are not permitted to offer or sell securities under applicable law. The delivery of this prospectus does not, under any
circumstances, mean that there has not been a change in our affairs since the date of this prospectus. You should assume that the
information appearing in this prospectus and any other document incorporated by reference is accurate only as of their respective
dates, and in the event any previously disclosed information is updated, amended or supplemented in this prospectus or any of the
documents incorporated by reference herein, you should rely on the most recent disclosure contained in this

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prospectus or any of the documents incorporated by reference herein. Our business, financial condition, results of operations and
prospects may have changed since those dates.

Prospective participants should not construe anything in this prospectus as legal, business or tax advice. Each prospective
participant should consult its own advisors as needed to determine whether it is legally permitted to participate in the exchange offer
under applicable legal investment or similar laws or regulations.

The communication of any documents or materials relating to the exchange offer is not being made, and such documents
and/or materials have not been approved by an "authorised person" for the purposes of section 21 of the U.K. Financial Services and
Markets Act 2000, as amended (the "FSM"). Accordingly, such documents and/or materials are not being distributed to, and must not
be passed on to, the general public in the United Kingdom. The communication of such documents and/or materials as a financial
promotion is only being made to those persons in the United Kingdom falling within the definition of "investment professionals" (as
defined in Article 19(5) of the FSM (Financial Promotion) Order 2005 (the "Order")) or any other persons to whom it may otherwise
lawfully be made under the Order. All applicable provisions of the FSM must be complied with in respect of anything done in
relation to the notes in, from or otherwise involving or having an effect in the United Kingdom.

INDUSTRY AND MARKET DATA

We have obtained the industry and market-share data used in this prospectus from third-party sources that we believe are
reliable. In many cases, however, we have made statements in this prospectus (or in documents incorporated by reference in this
prospectus) regarding our industry and our position in the industry based on estimates made from our experience in the industry and
our own investigation of market conditions. We believe these estimates to be accurate as of the date of this prospectus. However, this
information may prove to be inaccurate because of the method by which we obtained some of the data for our estimates or because
this information cannot always be verified with complete certainty due to the limits on the availability and reliability of raw data, the
voluntary nature of the data gathering process and other limitations and uncertainties. As a result, you should be aware that the
industry and market data included or incorporated by reference in this prospectus, and estimates and beliefs based on that data, may
not be reliable. We cannot guarantee the accuracy or completeness of any such information.

TRADEMARKS

The information contained in this prospectus contains references to trademarks, service marks and registered marks of ION
and our subsidiaries, as indicated. Except where stated otherwise or unless the context otherwise requires, the terms "GeoVentures,"
"VectorSeis," "ARIES II," "DigiSHOT," "DigiFIN," "XVib," "DigiCOURSE," "Gator," "Spectra," "Orca," "Sprint," "Scorpion,"
"Reflex," "G3i" "Calypso" and "UNIVIB" refer to the GEOVENTURES ,
® VECTORSEIS ,
® ARIES ® II, DIGISHOT , D
®
IGIFIN®,
XVIB®, DIGICOURSE®, GATOR®, SPECTRA®, ORCA®, SPRINT®, SCORPION®, REFLEX®, G3i®, Calypso® and
UNIVIB® registered marks owned by ION or INOVA Geophysical, and the terms "AZIM," "BasinSPAN," "DigiSTREAMER,"
"AHV-IV," "Vib Pro," "Shot Pro," "Optimiser," "ResSCAN," "Hawk," "Connex," "WiBand," "Narwhal" and "AccuSeis" refer to the
AZIMTM, BasinSPANTM, DigiSTREAMERTM, AHV-IVTM, Vib ProTM, Shot ProTM, OptimiserTM, ResSCANTM, HawkTM, ConnexTM,
WiBandTM, NarwhalTM and AccuSeisTM trademarks and service marks owned by ION or INOVA Geophysical. Solely for
convenience, the trademarks, service marks and trade names referred to in this prospectus may appear without the ®, TM or SM
symbols, but such references are not intended to indicate, in any way, that we will not assert, to the fullest extent under applicable
law, our rights or the right of the applicable licensor to these trademarks, service marks and trade names. This prospectus may also
contain trademarks, service marks and trade names of third parties. Our use or display of third parties' trademarks, service marks,
trade names or products in this prospectus is not intended to, and does not imply a relationship with, or endorsement or sponsorship
by us. Other trademarks and trade names used in this prospectus or incorporated by reference herein are the property of their
respective owners.

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CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING STATEMENTS

This prospectus contains or incorporates by reference statements concerning our future results and performance and other
matters that are "forward-looking" statements within the meaning of Section 27A of the Securities Act and Section 21E of the
Securities and Exchange Act of 1934, as amended (the "Exchange Act"). The safe harbor protections provided in Section 27A of the
Securities Act and Section 21E of the Exchange Act do not apply to statements made in connection with this exchange offer. These
statements involve known and unknown risks, uncertainties and other factors that may cause our or our industry's results, levels of
activity, performance or achievements to be materially different from any future results, levels of activity, performance or
achievements express or implied by such forward-looking statements. In some cases, you can identify forward-looking statements by
terminology such as "may," "will," "would," "should," "intend," "expect," "plan," "anticipate," "believe," "estimate," "predict,"
"potential," or "continue" or the negative of such terms or other comparable terminology. Examples of other forward-looking
statements contained or incorporated by reference in this prospectus include statements regarding:

·
the expected outcome of the WesternGeco litigation (see "Item 1.A. Risk Factors--An unfavorable judgment in our

pending litigation matter with WesternGeco could have a materially adverse effect on our financial results and liquidity"
in our Annual Report on Form 10-K for the year ended December 31, 2013) and future potential adverse effects on our
liquidity in the event that we must post and collateralize an appeal bond for the full amount of damages entered in a
judgment or are unsuccessful in our appeal of an adverse judgment in this matter;

·
predictions of future industry-wide increases or decreases in capital expenditures for seismic activities;

·
the timing of anticipated revenues and the recognition of those revenues for financial accounting purposes;

·
future levels of spending by our customers;

·
the effects of current and future unrest in the Middle East, North Africa and other regions;

·
the effects of current and future worldwide economic conditions (particularly in developing countries) and demand for oil

and natural gas and seismic equipment and services;

·
the effects of ongoing and future industry consolidation, including, in particular, the effects of consolidation and vertical

integration in the towed-marine-seismic-streamers market;

·
future oil and gas commodity prices;

·
the timing of future revenue realization of anticipated orders for multi-client seismic-survey projects and data processing

work in our Solutions segment;

·
future levels of our capital expenditures;

·
expected net revenues, income from operations and net income;

·
expected gross margins for our products and services;

·
future benefits to be derived from our INOVA Geophysical and OceanGeo joint ventures;

·
future seismic industry fundamentals, including future demand for seismic services and equipment;

·
future benefits to our customers to be derived from new products and services;

·
future benefits to be derived from our investments in technologies, joint ventures and acquired companies;

·
future growth rates for our products and services;

·
the degree and rate of future market acceptance of our new products and services;

·
expectations regarding oil and gas exploration and production ("E&P") companies and seismic contractor end-users

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purchasing our more technologically-advanced products and services;

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·
anticipated timing and success of commercialization and capabilities of products and services under development and

start-up costs associated with their development;

·
future cash needs and future availability of cash to fund our operations and pay our obligations;

·
potential future acquisitions;

·
future opportunities for new products and projected research and development expenses;

·
expected continued compliance with our debt financial covenants;

·
expectations regarding realization of deferred tax assets;

·
anticipated results with respect to certain estimates we make for financial accounting purposes; and

·
the other factors indentified under the caption "Risk Factors" in this prospectus.

These forward-looking statements reflect our best judgment about future events and trends based on the information currently
available to us. Our results of operations can be affected by inaccurate assumptions we make or by risks and uncertainties known or
unknown to us. Therefore, we cannot guarantee the accuracy of the forward-looking statements. Actual events and results of
operations may vary materially from our current expectations and assumptions. These and other risks are detailed in this prospectus
and the documents that we incorporate by reference into this prospectus and in other documents that we file with the SEC. See "Risk
Factors," "Where You Can Find More Information" and "Incorporation by Reference" below.

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PROSPECTUS SUMMARY

This summary highlights some of the information contained in this prospectus and does not contain all of the
information that may be important to you. This summary is not complete and does not contain all of the information that you
should consider before deciding whether to exchange your Restricted Notes for Exchange Notes. For a more complete
understanding of ION and this exchange offer, we encourage you to read this entire document, including the section entitled
"Risk Factors" and the financial and other information included or incorporated by reference in this prospectus, the section
entitled "Risk Factors" in our Annual Report on Form 10-K for the year ended December 31, 2013, and the other documents to
which we have referred.

Our Business

We are a global, technology-focused company that provides geophysical technology, services and solutions to the global
oil & gas industry. Our offerings are designed to allow E&P companies to obtain higher resolution images of the earth's subsurface
during exploration, exploitation and production operations to reduce the risk in exploration and reservoir development, and to enable
seismic contractors to acquire geophysical data safely and efficiently. We acquire and process seismic data from seismic surveys in
regional data programs, which then become part of our seismic data library. The seismic surveys for our data library business are
pre-funded, or underwritten, in part by our customers, and, with the exception of our new seabed acquisition joint venture, OceanGeo,
we contract with third-party seismic-data-acquisition companies to shoot and acquire the seismic data, all of which is intended to
minimize our risk exposure in offshore and onshore operations around the world. We serve customers in all major energy producing
regions of the world from strategically located offices in 21 cities on six continents.

Seismic imaging plays a fundamental role in hydrocarbon exploration and reservoir development by delineating structures,
rock types and fluid locations in the subsurface. Our services, technologies and products are used by E&P companies and seismic-
acquisition contractors to generate high-resolution images of the Earth's subsurface to identify sources of hydrocarbons and pinpoint
drilling locations for wells, which can be costly and involve high risk.

We provide our services and products through three business segments - Solutions, Systems and Software. In addition, we
have a 49% ownership interest in our INOVA Geophysical joint venture and an ownership interest in our OceanGeo joint venture,
which we increased from 30% to 70% in January 2014.

For over 45 years we have been engaged in providing innovative seismic-data-acquisition technology, such as full-wave
imaging capability with VectorSeis® products, the ability to record seismic data from basins that underlie ice fields in polar regions
and cableless seismic techniques. The advanced technologies we currently offer include Orca®, our WiBandTM data processing
technology, Calypso®, NarwhalTM and INOVA Geophysical's cableless HawkTM land system and new G3i®cabled system, and other
technologies, each of which is designed to deliver improvements in both image quality and productivity. We have over 550 patents
and pending patent applications in various countries around the world, approximately 51% of our employees are involved in
technical roles and approximately 22% of our employees have advanced degrees.

Corporate Information

The following diagram depicts our organizational structure as of February 24, 2014. ION Geophysical Corporation is the
issuer of the notes and the borrower under that certain credit agreement, dated as of March 25, 2010, as amended (the "senior secured
credit facility") by and among ION Geophysical Corporation, as borrower, the guarantors party thereto, the lenders party thereto and
China Merchants Bank Co., Ltd., New York Branch ("CMB"). The notes are fully and unconditionally guaranteed, jointly and
severally, on a senior-secured basis by each of our material domestic subsidiaries.

In 2013, ION Geophysical Corporation and the guarantors had total net revenues of approximately $337.6 million, or 61.5%
of our total consolidated revenues, excluding intercompany revenues. At December 31, 2013, ION Geophysical Corporation and the
guarantors had total assets of approximately $668.9 million, or approximately 77.4% of our total consolidated assets, excluding
intercompany investments and receivables. Our senior secured

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credit facility is guaranteed by a standby letter of credit issued by CMB on behalf of INOVA Geophysical. The notes will not receive
the benefit of this letter of credit or the related guarantee.

Our executive headquarters are located at 2105 CityWest Boulevard, Suite 400, Houston, Texas 77042-2839. Our telephone
number is (281) 933-3339, and our website is www.iongeo.com. We make our website content available for information purposes
only. Our website should not be relied upon for investment purposes, and it is not incorporated by reference in this prospectus.

Summary of Risk Factors

Participation in this exchange offer involves risks. You should carefully consider all the information contained and
incorporated by reference in this prospectus and, in particular, should evaluate the specific factors set forth under the "Risk
Factors" section of this prospectus and the "Risk Factors" section of our Annual Report on Form 10-K for the year ended
December 31, 2013, together with all of the other information included or incorporated by reference in this prospectus, and, to
the extent applicable, any subsequently filed reports.

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Summary of the Terms of the Exchange Offer

On May 13, 2013, we completed the private offering of $175.0 million aggregate principal amount of our Restricted
Notes. In connection with the offering of the Restricted Notes, we entered into a registration rights agreement in which we agreed,
among other things, to deliver this prospectus and to use commercially reasonable efforts to consummate an exchange offer for
the Restricted Notes. The following is a summary of the exchange offer.

Registration Rights Agreement
Under the registration rights agreement, we are obligated to offer to exchange the
Restricted Notes for Exchange Notes with substantially identical terms. The exchange offer
is intended to satisfy that obligation. After the exchange offer is complete, holders of the
Restricted Notes will no longer be entitled to any exchange or registration rights with
respect to their Restricted Notes.

Restricted Notes
8.125% senior secured second priority notes due 2018, which were issued on May 13,
2013.

Exchange Notes
8.125% senior secured second priority notes due 2018. The form and terms of the
Exchange Notes are substantially the same as the form and terms of the Restricted Notes,
except that the Exchange Notes to be issued in the exchange offer have been registered
under the Securities Act and will not bear legends restricting their transfer or contain
special interest provisions. The Exchange Notes will evidence the same debt as the
Restricted Notes and will be issued under and entitled to the benefits of the same indenture
as the Restricted Notes. See "The Exchange Offer" and "Description of the Exchange
Notes."

Exchange Offer
We are offering to exchange up to $175.0 million aggregate principal amount of our
Exchange Notes, which will be registered under the Securities Act, for a like principal
amount of our Restricted Notes, which have not been registered under the Securities Act.
We are offering to exchange the Exchange Notes for the Restricted Notes in order to satisfy
our obligations under the registration rights agreement that we entered into when the
Restricted Notes were issued and sold in transactions exempt from registration under the
Securities Act.

If we fail to satisfy our registration obligations under the registration rights agreement,
including, if required, our obligation to have an effective shelf registration statement for the
Restricted Notes, we may be required to pay special interest to the holders of the
Restricted Notes, up to a maximum of 1.00% per year. See "The Exchange Offer--Interest
and Special Interest."

In order to be exchanged, Restricted Notes must be properly tendered and accepted. All
Restricted Notes that are validly tendered and not validly withdrawn will be accepted and
exchanged. If all outstanding Restricted Notes are tendered for exchange, there will be
$175.0 million principal amount of Exchange Notes outstanding.

We will issue the Exchange Notes promptly after the expiration of the exchange offer.

Resale of Exchange Notes
We believe that the Exchange Notes to be issued in the exchange offer may be offered for
resale, resold and otherwise transferred by you without compliance with the registration
and prospectus delivery provisions of the Securities Act. This interpretation, however, is
based on your representation to us that:

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