Washington, D.C. 20549

FORM 12b-25




OMB Number: 3235-0058
Expires: March 31, 2006
Estimated average burden hours per response . . . 2.50




(Check one):


o Form 10-K


o Form 20-F


o Form 11-K


ý Form 10-Q


o Form 10-D



o Form N-SAR


o Form N-CSR




















For Period Ended:

  June 30, 2005



o Transition Report on Form 10-K







o Transition Report on Form 20-F







o Transition Report on Form 11-K







o Transition Report on Form 10-Q







o Transition Report on Form N-SAR







For the Transition Period Ended:



Read Instructions (on back page) Before Preparing Form. Please Print or Type.
Nothing in this form shall be construed to imply that the Commission has verified any information contained herein.


If the notification relates to a portion of the filing checked above, identify the Item(s) to which the notification relates: Not applicable




Input/Output, Inc.

Full Name of Registrant



Former Name if Applicable


12300 Parc Crest Drive

Address of Principal Executive Office (Street and Number)


Stafford, Texas  77477

City, State and Zip Code


PART II — RULES 12b-25(b) AND (c)


If the subject report could not be filed without unreasonable effort or expense and the registrant seeks relief pursuant to Rule 12b-25(b), the following should be completed. (Check box if appropriate)




The reason described in reasonable detail in Part III of this form could not be eliminated without unreasonable effort or expense



The subject annual report, semi-annual report, transition report on Form 10-K, Form 20-F, Form 11-K, Form N-SAR or Form N-CSR, or portion thereof, will be filed on or before the fifteenth calendar day following the prescribed due date; or the subject quarterly report or transition report on Form 10-Q or subject distribution report on Form 10-D, or portion thereof, will be filed on or before the fifth calendar day following the prescribed due date; and



The accountant’s statement or other exhibit required by Rule 12b-25(c) has been attached if applicable.





State below in reasonable detail why Forms 10-K, 20-F, 11-K, 10-Q, 10-D, N-SAR, N-CSR, or the transition report or portion thereof, could not be filed within the prescribed time period.


On August 3, 2005, Input/Output, Inc. (the “Company”) announced its results of operations for the three and six months ended June 30, 2005.  In its press release, the Company also announced that it had concluded that it would restate its financial statements for the first quarter of 2005.  The Company also discussed the restatement in its quarterly conference call held on August 4, 2005, regarding its results of operations for the second quarter of 2005.  The decision to restate was a result of the Company’s determination that approximately $795,000 of royalty expenses incurred by its subsidiary, GX Technology Corporation (GXT), relating to licenses of multi-client seismic survey data, had been miscalculated and should have been recorded in the first quarter of 2005.  On August 9, 2005, the Company filed a Form 8-K under Items 2.02 and 4.02 thereof, disclosing in more detail the circumstances regarding its conclusion to restate its first quarter 2005 financial statements. 


The identification of the potential need to restate 2005’s first quarter financial statements occurred following the end of the Company’s second quarter.  The error in question was detected as a result of certain enhanced internal control procedures implemented at the GXT level during the second quarter of 2005.  The Company intends to file restated first quarter 2005 financial statements by filing with the Securities and Exchange Commission an amendment on Form 10-Q/A to its Quarterly Report on Form 10-Q for the three months ended March 31, 2005.  The detection of this error and the conclusion to restate has created unanticipated delays in the review process for these filings.  The Company had been working diligently to complete all review procedures for both filings to be timely made.  However, under the current circumstances, the Form 10-Q/A for the first quarter of 2005 and the second quarter Form 10-Q cannot be completed and timely filed without unreasonable effort or expense, and in sufficient time for the Company to satisfactorily complete their review procedures for both filings.  The Company expects to file the Form 10-Q/A and its second quarter Form 10-Q by August 15, 2005.


SEC 1344 (03-05)

Persons who are to respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number.



(Attach extra Sheets if Needed)





Name and telephone number of person to contact in regard to this notification






David L. Roland, Esq.









(Area Code)


(Telephone Number)






Have all other periodic reports required under Section 13 or 15(d) of the Securities Exchange Act of 1934 or Section 30 of the Investment Company Act of 1940 during the preceding 12 months or for such shorter period that the registrant was required to file such report(s) been filed ? If answer is no, identify report(s).










ý Yes    o No










Is it anticipated that any significant change in results of operations from the corresponding period for the last fiscal year will be reflected by the earnings statements to be included in the subject report or portion thereof?










o Yes    ý No










If so, attach an explanation of the anticipated change, both narratively and quantitatively, and, if appropriate, state the reasons why a reasonable estimate of the results cannot be made.


Input/Output, Inc.

(Name of Registrant as Specified in Charter)


has caused this notification to be signed on its behalf by the undersigned hereunto duly authorized.



August 10, 2005



/s/ David L. Roland





David L. Roland, Vice President and General Counsel


INSTRUCTION: The form may be signed by an executive officer of the registrant or by any other duly authorized representative. The name and title of the person signing the form shall be typed or printed beneath the signature. If the statement is signed on behalf of the registrant by an authorized representative (other than an executive officer), evidence of the representative’s authority to sign on behalf of the registrant shall be filed with the form.





Intentional misstatements or omissions of fact constitute Federal Criminal Violations (See 18 U.S.C. 1001).




1.     This form is required by Rule 12b-25 (17 CFR 240.12b-25) of the General Rules and Regulations under the Securities Exchange Act of 1934.


2.     One signed original and four conformed copies of this form and amendments thereto must be completed and filed with the Securities and Exchange Commission, Washington, D.C. 20549, in accordance with Rule 0-3 of the General Rules and Regulations under the Act. The information contained in or filed with the form will be made a matter of public record in the Commission files.


3.     A manually signed copy of the form and amendments thereto shall be filed with each national securities exchange on which any class of securities of the registrant is registered.


4.     Amendments to the notifications must also be filed on Form 12b-25 but need not restate information that has been correctly furnished. The form shall be clearly identified as an amended notification.


5.     Electronic Filers: This form shall not be used by electronic filers unable to timely file a report solely due to electronic difficulties. Filers unable to submit reports within the time period prescribed due to difficulties in electronic filing should comply with either Rule 201 or Rule 202 of Regulation S-T (§232.201 or §232.202 of this chapter) or apply for an adjustment in filing date pursuant to Rule 13(b) of Regulation S-T (§232.13(b) of this chapter).