AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON MARCH 24, 1998
REGISTRATION NO. 33-______
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
DATA I/O CORPORATION
--------------------
(Exact name of registrant as specified in its charter)
Washington 91-0864123
---------- ----------
(STATE OR OTHER JURISDICTION (I.R.S. EMPLOYER
OF INCORPORATION OR ORGANIZATION) IDENTIFICATION NO.)
10525 Willows Road N.E., Redmond, Washington 98073-9746
- -------------------------------------------- ----------
(ADDRESS OF PRINCIPAL EXECUTIVE OFFICES) (ZIP CODE)
DATA I/O CORPORATION 1986 STOCK OPTION PLAN,
AMENDED AND RESTATED AS OF MAY 13, 1997
---------------------------------------
(FULL TITLE OF THE PLAN)
JOEL S. HATLEN
VICE PRESIDENT OF FINANCE AND CHIEF FINANCIAL OFFICER
DATA I/O CORPORATION
10525 WILLOWS ROAD N.E.
REDMOND, WASHINGTON 98073-9746
------------------------------
(NAME AND ADDRESS OF AGENT FOR SERVICE)
(425) 881-6444
--------------
(TELEPHONE NUMBER, INCLUDING AREA CODE, OF AGENT FOR SERVICE)
CALCULATION OF REGISTRATION FEE
PROPOSED MAXIMUM PROPOSED
TITLE OF OFFERING PRICE MAXIMUM AMOUNT OF
SECURITIES AMOUNT TO BE PER AGGREGATE REGISTRATION
TO BE REGISTERED REGISTERED SHARE (2) OFFERING PRICE FEE (1)
- ----------------------------------------------------------------------------------------------------------------------------
common stock, 300,000
without par value shares $5.35 $1,605,000 $473.48
============================================================================================================================
(1) THE PROSPECTUS WHICH CONSTITUTES PART OF THIS REGISTRATION STATEMENT ALSO
RELATES TO SHARES OF DATA I/O CORPORATION COMMON STOCK COVERED BY EARLIER
REGISTRATION STATEMENTS (REGISTRATION STATEMENT NOS. 33-02254, 33-03958, 33-
54422 AND 33-95608).
(2) THE PROPOSED MAXIMUM OFFERING PRICE PER SHARE AND THE REGISTRATION FEE WERE
CALCULATED IN ACCORDANCE WITH RULE 457(H) UNDER THE ACT BASED ON THE AVERAGE
OF THE HIGH AND LOW PRICES FOR DATA I/O CORPORATION COMMON STOCK ON MARCH
23, 1998, AS QUOTED BY THE NASDAQ NATIONAL MARKET SYSTEM, WHICH WAS $5.35
PER SHARE.
Page 1 of 20 pages
Exhibit Index is located on page II-5.
PART II
INFORMATION REQUIRED IN THE REGISTRATION
STATEMENT
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE.
The following documents filed or to be filed with the Commission by the
registrant are incorporated by reference in this registration statement.
(a) The Company's Annual Report on Form 10-K for the fiscal year ended
December 25, 1997, filed with the Commission pursuant to Section
13(a) of the Securities Exchange Act of 1934, as amended (the
"Exchange Act").
(b) All other reports filed pursuant to Section 13(a) or 15(d) of the
Exchange Act since end of the fiscal year covered by the Company's
Annual Report on Form 10-K referred to in (a) above.
(c) The description of the Company's Common Stock contained in a
registration statement on Form 8-A filed pursuant to Section 12 of the
Exchange Act (Registration No. 0-10394).
(d) All documents filed by the Company pursuant to Sections 13(a), 13(c),
14 or 15(d) of the Exchange Act after the date hereof and prior to the
filing of a post-effective amendment which indicates that all
securities offered have been sold or which deregisters all securities
then remaining unsold shall be deemed to be incorporated by reference
herein and to be a part hereof from the date of filing of such
documents.
ITEM 4. DESCRIPTION OF SECURITIES.
Not Applicable
ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL.
None
ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
The Washington Business Corporation Act includes a provision (Section 23B.08.320
of the Revised Code of Washington) that permits a corporation to limit a
director's liability to the corporation or its shareholders for monetary damages
for his acts or omissions as a director, except for those acts or omissions
involving intentional misconduct or a knowing violation of law, certain unlawful
distributions or a transaction whereby the director received a personal benefit
to which he was not legally entitled. The Company's Restated Articles of
Incorporation includes a provision implementing the allowed limitations on a
director's liability to the Company or its shareholders.
The Washington Business Corporation Act (Sections 23B.08.500 through 23B.08.600
of the Revised Code of Washington) authorizes a court to award, or a
corporation's Board of Directors to grant, indemnity to directors and officers
in terms sufficiently broad to permit such indemnification under certain
circumstances for liabilities arising under the Securities Act of 1933, as
amended. Pursuant to its Amended & Restated Bylaws, the Company will indemnify
its officers, directors and other persons described in Section 23B.08.510 of the
Washington Business Corporation Act to the full extent permitted by law. The
Company maintains insurance for this purpose. Such insurance generally insures
the directors and officers against claims due to any breach of duty, neglect,
error, misstatement, misleading statement, omission or other act solely by
reason of their being directors and officers, and for acts, errors and omissions
by them in the provision of professional services to the Company.
II-1
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED.
Not Applicable
ITEM 8. EXHIBITS.
Exhibit Number Exhibit
- -------------- -------
4.1 Data I/O Corporation 1986 Stock Option Plan, Amended and Restated
as of May 13, 1997
5.1 Opinion of Heller Ehrman White & McAuliffe
23.1 Consent of Heller Ehrman White & McAuliffe (See Exhibit 5.1)
23.2 Consent of Ernst & Young LLP, Independent Auditors
24 Power of Attorney (See page II-4 of this Registration Statement)
ITEM 9. UNDERTAKINGS.
(a) The undersigned registrant hereby undertakes:
(1) To file, during any period in which offers or sales are being
made, a post-effective amendment to this registration statement:
(i) To include any prospectus required by section 10(a)(3) of
the Securities Act of 1933;
(ii) To reflect in the prospectus any facts or events arising
after the effective date of the registration statement (or the most recent post-
effective amendment thereof) which, individually or in the aggregate, represent
a fundamental change in the information set forth in the registration statement;
(iii) To include any material information with respect to the
plan of distribution not previously disclosed in the registration statement or
any material change to such information in the registration statement;
Provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) do not apply if
the registration statement is on Form S-3, Form S-8 or Form F-3, and the
information required to be included in a post-effective amendment by those
paragraphs is contained in periodic reports filed by the registrant pursuant to
section 13 or section 15(d) of the Securities Exchange Act of 1934 that are
incorporated by reference in this registration statement.
(2) That, for the purpose of determining any liability under the
Securities Act of 1933, each such post-effective amendment shall be deemed to be
a new registration statement relating to the securities offered therein, and the
offering of such securities at that time shall be deemed to be the initial bona
fide offering thereof.
(3) To remove from registration by means of a post-effective amendment
any of the securities being registered which remain unsold at the termination of
the offering.
(b) The undersigned registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act of 1933, each filing of the
registrant's annual report pursuant to section 13(a) or section 15(d) of the
Securities Exchange Act of 1934 (and, where applicable, each filing of an
employee benefit plan's annual report pursuant to Section 15(d) of the
Securities Exchange Act of 1934) that is incorporated by
II-2
reference in the registration statement shall be deemed to be a new registration
statement relating to the securities offered therein, and the offering of such
securities at that time shall be deemed to be the initial bona fide offering
thereof.
(e) The undersigned registrant hereby undertakes to deliver or cause to be
delivered with the prospectus, to each person to whom the prospectus is sent or
given, the latest annual report to security holders that is incorporated by
reference in the prospectus and furnished pursuant to and meeting the
requirements of Rule 14a-3 or Rule 14c-3 under the Securities Exchange Act of
1934; and, where interim financial information required to be presented by
Article 3 of Regulations S-X is not set forth in the prospectus, to deliver, or
cause to be delivered to each person to whom the prospectus is sent or given,
the latest quarterly report that is specifically incorporated by reference in
the prospectus to provide such interim financial information.
(h) Insofar as indemnification for liabilities arising under the
Securities Act of 1933 may be permitted to directors, officers and controlling
persons of the registrant pursuant to the foregoing provisions, or otherwise,
the registrant has been advised that in the opinion of the Securities and
Exchange Commission such indemnification is against public policy as expressed
in the Act and is, therefore, unenforceable. In the event that a claim for
indemnification against such liabilities (other than the payment by the
registrant of expenses incurred or paid by a director, officer or controlling
person of the registrant in the successful defense of any action, suit or
proceeding) is asserted by such director, officer or controlling person in
connection with the securities being registered, the registrant will, unless in
the opinion of its counsel the matter has been settled by controlling precedent,
submit to a court of appropriate jurisdiction the question of whether such
indemnification by it is against public policy as expressed in the Act and will
be governed by the final adjudication of such issue.
II-3
SIGNATURES
The Registrant. Pursuant to the requirements of the Securities Act of
1933, the registrant certifies that it has reasonable grounds to believe that it
meets all of the requirements for filing on Form S-8 and has duly caused this
registration statement to be signed on its behalf by the undersigned, thereunto
duly authorized, in the City of Redmond, State of Washington, on the 24th day of
March, 1998.
DATA I/O CORPORATION
By: /s/ Joel S. Hatlen
-----------------------------------------
Joel S. Hatlen, Vice President of Finance
and Administration
POWER OF ATTORNEY
Each person whose signature appears below constitutes and appoints James J.
David and Joel S. Hatlen, or either of them, his attorney-in-fact, with the
power of substitution for him, in any and all capacities, to sign any amendments
to this Registration Statement, and to file the same, with exhibits thereto and
other documents in connection therewith, with the Securities and Exchange
Commission, hereby ratifying and confirming all that said attorneys-in-fact and
their substitute or substitutes, may lawfully do or cause to be done by virtue
hereof.
Pursuant to the requirements of the Securities Act of 1933, this
registration statement has been signed by the following persons in the
capacities and on the date indicated.
Signature Title Date
--------- ----- ----
/s/ James J. David President (Principal Executive Officer) March 24, 1998
- --------------------------------
James J. David
/s/ Frances M. Conley Chairman of the Board March 24, 1998
- --------------------------------
Frances M. Conley
/s/ Edward D. Lazowska Director March 24, 1998
- --------------------------------
Edward D. Lazowska
/s/ Keith L. Barnes Director March 24, 1998
- --------------------------------
Keith L. Barnes
/s/ Paul A. Gary Director March 24, 1998
- --------------------------------
Paul A. Gary
/s/ Joel S. Hatlen Vice President of Finance, Chief Financial Officer, March 24, 1998
- -------------------------------- Secretary and Treasurer (Principal Financial and
Joel S. Hatlen Principal Accounting Officer)
II-4
EXHIBIT INDEX
-------------
Exhibit Number Exhibit Page
- -------------- ------- ----
4.1 Data I/O Corporation 1986 Stock Option Plan, Amended and
Restated May 13, 1997
5.1 Opinion of Heller Ehrman White & McAuliffe
23.1 Consent of Heller Ehrman White & McAuliffe (see Exhibit 5.1)
23.2 Consent of Ernst & Young LLP, Independent Auditors
24 Power of Attorney (See page II-4 of this Registration Statement)
II-5