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GEOS > SEC Filings for GEOS > Form 8-K on 6-Jun-2013All Recent SEC Filings

Show all filings for GEOSPACE TECHNOLOGIES CORP | Request a Trial to NEW EDGAR Online Pro



Notice of Delisting or Failure to Satisfy a Continued Listing Rule or

Item 3.01. Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing

On May 30, 2013, Geospace Technologies Corporation (the "Company") received a notification from The NASDAQ Stock Market LLC ("NASDAQ") that the Company had violated the shareholder approval requirements of Listing Rule 5635(c) (the "Rule"). The Company granted options under its 1997 Key Employee Stock Option Plan (the "Plan") after the Plan's original expiration date of November 14, 2007 on three separate occasions. On December 5, 2008, the Company granted 292,000 options; on February 25, 2010, the Company granted 40,000 options; and on August 5, 2010 the Company granted 86,000 options (collectively, the "Relevant Options"), each as adjusted for the Company's two-for-one stock split in the form of a dividend in October of 2012. Based on the NASDAQ Staff's review of the information the Company provided to them after the Company discovered the issue, the NASDAQ Staff determined that the Company violated the Rule.

The Relevant Options have been consistently reported in each of the Company's periodic reports and proxy statements since the dates of grant of the Relevant Options, but were granted after the Plan's original expiration date.

To regain compliance with the Rule, the Company plans to call a special meeting of the Company's stockholders to seek stockholder approval of an amendment to the Plan extending its term.

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