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U.S. SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Form 8-K
Current Report Pursuant to Section 13 or 15(d) of
The Securities Act of 1934
Date of Report December 4, 2001
(Date of earliest event reported)
TGC Industries, Inc.
(Exact name of registrant as specified in its charter)
Texas 0-14908 74-2095844
(State or other (Commission (I.R.S. Employer
jurisdiction File Number) Identification No.)
of incorporation)
1304 Summit, Suite 2
Plano, Texas 75074
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (972) 881-1099
Item 5. Other Events
On December 4, 2001, the Board of Directors of TGC Industries, Inc.
("TGC") or (the "Company") announced that the conversion price per share
of Common Stock will be reduced from $2.00 per share to $1.61 per share
[resulting in each share of Preferred Stock being convertible into 3.10
shares of Common Stock] and the conversion price increase will be delayed
from December 31, 2001 until January 31, 2002, in an effort to encourage
the conversion of its outstanding Series C 8% Convertible Exchangeable
Preferred Stock. The December 4, 2001 Press Release is attached hereto as
Exhibit "A."
Item 7. Exhibits
A. Press Release disseminated on December 4, 2001.
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.
TGC INDUSTRIES, INC.
December 4th, 2001 By: /s/ WAYNE A. WHITENER
Wayne A. Whitener,
President and CEO
(Principal Executive Officer)
FOR IMMEDIATE RELEASE
NEWS RELEASE:
________________________________________________________________________
TGC INDUSTRIES, INC.
Contact: KEN USELTON (972) 881-1099
TGC INDUSTRIES, INC. REDUCES CONVERSION PRICE
TO ENCOURAGE CONVERSION OF ITS OUTSTANDING SERIES C 8%
CONVERTIBLE EXCHANGEABLE PREFERRED STOCK
PLANO, TEXAS, DECEMBER 4, 2001 TGC Industries, Inc. ("TGC" or the
"Company") (Nasdaq SmallCap: "TGCIP") announced today that its Board of
Directors at a Special Meeting held on November 30, 2001, determined that
the conversion price of the $5.00 per share Series C 8% Convertible
Exchangeable Preferred Stock (the "Preferred Stock") will be reduced from
$2.00 per share to $1.61 per share [resulting in each share of Preferred
Stock being convertible into 3.10 shares of Common Stock] and the
conversion price increase will be delayed until January 31, 2002, in an
effort to encourage the conversion of the Preferred Stock into shares of
Common Stock.
The date of the increase of the conversion price of the Preferred
Stock will be delayed from December 31, 2001 until January 31, 2002 and
the subsequent date of the increase of the conversion price of the
Preferred Stock will remain December 31, 2002. As a result, the
conversion price is $1.61 per share of Common Stock if converted prior to
the close of business on January 31, 2002. After January 31, 2002 and
prior to the close of business on December 31, 2002, the conversion price
per share of Common Stock shall be $3.75. Thereafter, the conversion
price per share of Common Stock shall be $6.00. The Preferred Stock is
currently being traded on the NASDAQ SmallCap Market under the symbol
"TGCIP."
TGC is in the geophysical services business, primarily conducting
Three-D ("3-D") surveys for clients in the oil and gas business.