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As filed with the Securities and Exchange Commission on July 31, 2003
Registration No. 333-
UNITED STATES 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 of (I.R.S. Employer Identification No.)
incorporation or organization)
10525 Willows Road N.E.
Redmond, Washington 98052
Address of Principal Executive Offices
DATA I/O CORPORATION 1982 EMPLOYEE STOCK PURCHASE PLAN, AS AMENDED AND RESTATED
(Full title of the plan)
Joel S. Hatlen
10525 Willows Road N.E.
Redmond, Washington 98052
(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 Maximum
Title of Each Class of Amount to Offering Price Per Aggregate Offering Amount of
Securities to be Registered be Registered Share(1) Price Registration Fee(1)
---------------------------------------------------------------------------------------------------------------------------------
Common Stock Without Par Value 300,000 shares $3.325 $997,500 $80.70
=================================================================================================================================
(1) The proposed maximum offering price per share and the registration fee were
calculated in accordance with rule 457(c) and (h) based on the average of the
high and low prices for shares of the registrant's common stock on July 28,
2003, as quoted by Nasdaq SmallCap Market, which was $3.325 per share.
Pursuant to Rule 429, the documents constituting a prospectus with respect to
this Registration Statement constitute a combined prospectus which also relates
to the Company's Form S-8 shares issuable under certain other plans, which
shares were previously registered under Registration Statements Nos. 333-20657,
33-26472, 33-42010, 33-66824, 33-95608 and 333-81986.
Page 1 of 5 pages. Exhibit Index
begins at page 5
REGISTRATION OF ADDITIONAL SECURITIES
Pursuant to General Instruction E, this Registration Statement on Form S-8 is
filed by Data I/O Corporation (the "Company") to register additional securities
under the Data I/O Corporation 1982 Employee Stock Purchase Plan, as amended and
restated (the "Plan"), covered by the Company's Registration Statements on Form
S-8 (Nos. 333-20657, 33-26472, 33-42010, 33-66824, 33-95608 and 333-81986). The
additional securities are to be issued pursuant to an amendment to the Plan
approved by the Company's Board of Directors on February 6, 2003 and by the
Company's shareholders on May 20, 2003. Registration Statement Nos. 333-20657,
33-26472, 33-42010, 33-66824, 33-95608 and 333-81986 are incorporated herein by
reference.
Item 8. Exhibits.
Exhibit Number Exhibit
4.1 Data I/O Corporation 1982 Employee Stock Purchase Plan, as
amended and restated
5.1 Opinion of Dorsey & Whitney LLP
23.1 Consent of Grant Thornton, Independent Auditors
23.2 Consent of Dorsey & Whitney LLP (Included in Exhibit 5.1)
24.1 Power of Attorney (See signature pages of this Registration
Statement)
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 or amendment to be signed on its behalf by the undersigned, thereunto
duly authorized, in Redmond, Washington, on July 31, 2003.
DATA I/O CORPORATION
By:/s/ Joel S. Hatlen
-------------------------------------
Joel S. Hatlen
Vice President, Chief Financial Officer,
Secretary and Treasurer
Power of Attorney
Each person whose signature appears below constitutes and appoints each of
Fredrick R. Hume and Joel S. Hatlen as his or her attorney-in-fact and agent,
with the full power of substitution and resubstitution, for them in any and all
capacities, to sign any and all amendments (including post-effective 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, or
their substitute or substitutes, may do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, as amended, this
Registration Statement has been signed by the following persons in the
capacities and on the date indicated.
Signature Title Date
July 24, 2003
/s/ Fredrick R. Hume Chief Executive Officer,
Fredrick R. Hume President and a director
(Principal Executive Officer)
/s/ Joel S. Hatlen Vice President of Finance, July 24, 2003
Joel S. Hatlen Chief Financial Officer,
Secretary and Treasurer
(Principal Financial Officer and Accounting
/s/ Glen F. Ceiley Director July 24, 2003
Glen F. Ceiley
/s/ Daniel A. DiLeo Director July 24, 2003
Daniel A. DiLeo
/s/ Paul A. Gary Director July 24, 2003
Paul A. Gary
/s/ Edward D. Lazowska Director July 24, 2003
Edward D. Lazowska
/s/ Steven M. Quist Director July 24, 2003
Steven M. Quist
Exhibit Index
Exhibit Exhibit Page
Number
4.1 Data I/O Corporation 1982 Employee Stock Purchase Plan, 6
as amended and restated
5.1 Opinion of Dorsey & Whitney LLP 10
23.1 Consent of Grant Thornton, Independent Audit 11
23.2 Consent of Dorsey & Whitney LLP (Included in Exhibit 5.1)
24.1 Power of Attorney (See signature pages of this Registration
Statement)
Exhibit 4.1
DATA I/O CORPORATION
1982 EMPLOYEE STOCK PURCHASE PLAN
AMENDED AND RESTATED APRIL 17, 2003
1.1 Purpose
This 1982 Employee Stock Purchase Plan (the "Plan") is intended as an
incentive and to encourage stock ownership by all eligible employees of Data I/O
Corporation (the "Company") and participating subsidiaries so that they may
share in the fortunes of the Company by acquiring or increasing their
proprietary interest in the Company. The Plan is designed to encourage eligible
employees to remain in the employ of the Company. It is intended that options
issued pursuant to this Plan shall constitute options issued pursuant to an
"employee stock purchase plan" within the meaning of Section 423 of the 1986
Internal Revenue Code as amended (the "Code").
1.2 Eligible Employees
All regular, full-time employees of the Company or any of its participating
subsidiaries shall be eligible to receive options under this Plan to purchase
the Company's common stock, no par value (the "Common Stock") (except employees
in countries whose laws make participating impractical). For purposes of this
Plan, the term employee shall include all employees of the Company or any of its
participating subsidiaries other than persons whose customary employment is
twenty (20) hours or less per week or not more than five (5) months per year.
Persons who are employees on the August 1 next following the date that this Plan
is approved by the stockholders of the Company shall receive their options as of
such August 1. Persons who become eligible to participate in the Plan after the
date on which the initial options are granted hereunder shall be granted options
on the next date on which options are granted to all eligible employees. In no
event may an employee participate in this Plan if such employee, immediately
after the option is granted, owns stock possessing five percent (5%) or more of
the total combined voting power or value of all classes of stock of the Company
or of its parent corporation or subsidiary corporation, as the terms "parent
corporation" and "subsidiary corporation" are defined in Section 425 (e) and (f)
of the Code. For purposes of determining stock ownership under this paragraph,
the rules of Section 425(d) of the Code shall apply and stock which the employee
may purchase under outstanding options shall be treated as stock owned by the
employee.
1.3 Stock Subject to the Plan
The stock subject to the options shall be shares of the Company's
authorized but unissued Common Stock or shares of Common Stock reacquired by the
Company including shares purchased in the open market. The aggregate number of
shares which may be issued pursuant to the Plan is two million one hundred fifty
thousand (2,150,000), subject to increase or decrease by reason of stock
split-ups, reclassifications, stock dividends, changes in par value and the
like.
1.4 Payment Periods and Stock Options
The period during which payroll deductions will accumulate under the Plan
shall be six (6) months (the "Payment Period") and there shall be two (2) such
Payment Periods in each calendar year, commencing August 1 and February 1 and
terminating on January 31 and July 31 of each year, respectively. Each Payment
Period includes only regular pay days falling within it.
On the first business day of each Payment Period, the Company will grant to
each eligible employee who is then a participant in the Plan an option to
purchase on the last day of such Payment Period at the option price hereinafter
provided such number of full shares of the Common Stock of the Company, reserved
for the purpose of the Plan, as his or her accumulated payroll deductions on the
last day of such Payment Period will pay for at such option price; provided and
on condition that such employee remains eligible to participate in the Plan
throughout such Payment Period; and provided further, that the maximum number of
shares granted to any eligible employee hereunder in any Payment Period shall
not exceed two (2) times the number of full shares of Common Stock as such
employee's accumulated payroll deductions would pay for on the exercise date
assuming an exercise price equal to eighty-five percent (85%) of the fair market
value of the Company's Common Stock on the first day of such Payment Period. The
option price for each Payment Period shall be the lesser of (i) eighty five
percent (85%) of the fair market value of the Company's Common Stock on the
first business day of the Payment Period; or (ii) eighty five percent (85%) of
the fair market value of the Company's Common Stock on the last business day of
the Payment Period (the "Option Price"). In the event of an increase or decrease
in the number of outstanding shares of Common Stock of the Company through stock
split-ups, reclassifications, stock dividends, changes in par value and the
like, an appropriate adjustment shall be made in the number of shares and Option
Price per share provided for under the Plan, either by a proportionate increase
in the number of shares and a proportionate decrease in the Option Price per
share, or by a proportionate decrease in the number of shares and a
proportionate increase in the Option Price per share, as may be required to
enable an eligible employee who is then a participant in the Plan as to whom an
option is exercised on the last day of any then current Payment Period to
acquire such number of full shares as his accumulated payroll deductions on such
date will pay for at the adjusted Option Price.
For purposes of this Plan the term "fair market value" on any given day
means: (i) if the Common Stock is listed on a national securities exchange, the
average of the high and low prices of the Common Stock of the Company on such
exchange or such other national securities exchange as shall be designated by
the Board of Directors; or (ii) if the Common Stock is traded in the
over-the-counter securities market, the last sale price of the Common Stock as
quoted by NASDAQ National Market or SmallCap Market System or, if the Common
Stock is not quoted in the National Market System, the mean between the closing
bid and asked prices of the Common Stock as quoted by NASDAQ.
For purposes of this Plan the term "business day" as used herein means a
day on which there is trading on any national securities exchange as shall be
designated by the Board of Directors pursuant to the preceding paragraph.
No employee shall be granted an option which permits his or her rights to
purchase Common Stock under the Plan and any similar plans of the Company or any
parent or subsidiary corporations to accrue at a rate which exceeds twenty five
thousand dollars ($25,000) of fair market value of such stock (determined at the
time such option is granted) for each calendar year which such option is
outstanding at any time. The purpose of the limitation in the preceding sentence
is to comply with Section 423(b)(8) of the Code.
1.5 Exercise of Option
Each eligible employee who continues to be a participant in the Plan on the
last business day of a Payment Period shall be deemed to have exercised his or
her option on such date and shall be deemed to have purchased from the Company
such number of full shares of Common Stock reserved for the purpose of the Plan
as his or her accumulated payroll deductions on such date will pay for at such
Option Price. If a participant is not an employee on the last business day of a
Payment Period, such participant shall not be entitled to exercise his or her
option.
1.6 Unused Payroll Deductions
Only full shares of Common Stock may be purchased. Any balance remaining in
an employee's account after a purchase will be reported to the employee and will
be carried forward to the next Payment Period.
1.7 Authorization for Entering Plan
An employee may enter the Plan by filling out, signing and delivering to
the Corporate Secretary's office an authorization (the "Authorization"):
(a) specifying the exact payroll deduction;
(b) authorizing the purchase of stock in each Payment Period in
accordance with the terms of the Plan; and
(c) specifying the exact name in which stock purchased is to be issued
as provided under 1.11 hereof.
Such Authorization must be received by the Corporate Secretary's office at
least ten (10) days before the beginning date of such next succeeding Payment
Period.
Unless an employee files a new Authorization or withdraws from the Plan,
his deductions and purchases under the Authorization on file will continue so
long as the Plan remains in effect.
All payroll deductions made for an employee shall be deposited in the
Company's general corporate account and shall not bear interest. An employee may
not make any separate cash payment into such account and may reduce the amount
of the deduction once during the Payment Period (see Section 1.9). The Company
will maintain complete records showing the amount of payroll deductions of each
employee.
1.8 Maximum Amount of Payroll Deductions
An employee may authorize payroll deductions in any whole dollar amount up
to but not more than ten percent (10%) of his or her regular base pay, provided,
however, that the minimum deduction in respect of any payroll period shall be
five dollars ($5.00) (or such lesser amount as the Committee shall establish).
The base pay of each Participant for each payroll period is the regular
straight time compensation earned during such payroll period, before any
deductions or withholdings, but excluding overtime, bonuses, amount paid as
reimbursement of expenses and other additional compensation.
1.9 Change in Payroll Deductions
Deductions may be decreased only once in a Payment Period. A new
Authorization will be required and must be received in the Corporate Secretary's
office no later than six (6) days prior to the individual's pay date.
1.10 Withdrawal from the Plan
An employee may withdraw from the Plan, in whole but not in part, at any
time prior to the last business day of each Payment Period by delivering a
Withdrawal Notice to the Corporate Secretary's office, in which event the
Company will refund the entire balance of his or her deductions not theretofore
used to purchase stock under the Plan within thirty (30) days following receipt
of the Withdrawal Notice.
An employee who withdraws from the Plan will be treated like an employee
who has never entered the Plan. To re-enter, an employee must file a new
Authorization at least ten (10) days before the beginning date of the next
Payment Period which cannot, however, become effective before the beginning of
the next Payment Period following withdrawal.
1.11 Issuance of Stock
Certificates for stock issued to participants, or to a broker for benefit
of participants, will be delivered as soon as practicable after each Payment
Period.
Stock purchased under the Plan will be issued only in the name of the
employee, or if the Authorization so specifies, in the name of the employee and
another person of legal age as joint tenants with rights of survivorship.
In order to obtain the tax treatment provided by the Code for employee
stock purchase plans within the meaning of Section 423 of the Code, the shares
of stock received after the end of each Payment Period may not be sold by the
employee until after a date which is the later of two (2) years from the date
that the option to purchase such shares is granted (pursuant to Section 1.4
hereof) and one (1) year from the date that the shares are transferred to the
employee. Sale or other disposition of such shares prior to such date may give
rise to federal income tax and Federal Insurance Contribution Act ("FICA")
withholding obligations on the part of the Company. Accordingly, if certificates
representing shares are issued to employees upon exercise of options granted
hereunder, they will bear a legend restricting transfer prior to such date,
unless the employee shall have reimbursed the Company for any federal income tax
and FICA withholding obligations arising out of the transaction.
1.12 No Transfer or Assignment of Employee's Rights
An employee's rights under the Plan are the employee's alone and may not be
transferred or assigned to, or availed of by, any other person. Any option
granted to an employee may be exercised only by such employee.
1.13 Termination of Employee's Rights
An employee's rights under the Plan will terminate when he ceases to be an
employee because of resignation, retirement, lay-off, discharge, or change of
status. A Withdrawal Notice will be considered as having been received from the
employee on the day his or her employment ceases, and all payroll deductions not
used will be refunded.
If an employee's employment shall be terminated by reason of death or
disability prior to the end of the current Payment Period, the employee (his or
her designated beneficiary, in the event of his death, or if none, his or her
legal representative) shall have the right, within ninety (90) days thereafter,
to elect to have the balance in his or her account either refunded in cash or
applied at the end of the current Payment Period toward the purchase of Common
Stock.
1.14 Termination and Amendments to Plan
The Plan may be terminated at any time by the Company's Board of Directors.
It will terminate in any case when all or substantially all of the unissued
shares of Common Stock reserved for the purpose of the Plan have been purchased.
If at any time shares of stock reserved for the purposes of the Plan remain
available for purchase but not in sufficient number to satisfy all then unfilled
purchase requirements, the available shares shall be apportioned among
participants in proportion to their options and the Plan shall terminate. Upon
such termination or any other termination of the Plan, all payroll deductions
not used to purchase stock will be refunded.
The Board of Directors also reserves the right to amend the Plan from time
to time, in any respect, provided, however, that no amendment shall be effective
without prior approval of the stockholders, which would (a) except as provided
in Paragraphs 1.3 and 1.4, increase the number of shares of Common Stock to be
offered above or (b) change the class of employees eligible to receive options
under the Plan.
1.15 Limitations on Sale of Stock Purchased Under the Plan
The Plan is intended to provide Common Stock for investment and not for
resale. The Company does not, however, intend to restrict or influence any
employee in the conduct of his own affairs. An employee may, therefore, sell
stock purchased under the Plan at any time, provided, however, that because of
certain Federal tax requirements, each employee will agree by signing the
Authorization to promptly give the Company notice of any such stock disposed of
within one (1) year after the date of the last day of the Payment Period during
which the stock was purchased indicating the number of such shares disposed. The
employee assumes the risk of any market fluctuations in the price of such stock.
1.16 Company's Payment of Expenses Related to the Plan
The Company will bear all costs of administering and carrying out the Plan.
1.17 Participating Subsidiaries
The term "participating subsidiaries" shall mean any subsidiary of the
Company which is designated by the Board of Directors to participate in the
Plan. The Board of Directors shall have the power to make such designation
before or after the Plan is approved by the stockholders.
1.18 Administration of the Plan
The Plan shall be administered by a committee appointed by the Board of
Directors of the Company (the "Committee"). The Committee shall consist of not
less than three (3) members of the Company's Board of Directors. The Board of
Directors may from time to time remove members from, or add members to, the
Committee. Vacancies on the Committee, however caused, shall be filled by the
Board of Directors. The Committee shall select one of its members as Chairman,
and shall hold meetings at such times and places as it may determine. Acts by a
majority of the Committee, or acts reduced to or approved in writing by a
majority of the members of the Committee, shall be the valid acts of the
Committee. No member of the Committee shall be eligible to participate in the
Plan while serving as a member of the Committee.
The interpretation and construction by the Committee of any provisions of
the Plan or of any option granted under it shall be final unless otherwise
determined by the Board of Directors. The Committee may from time to time adopt
such rules and regulations for carrying out the Plan as it may deem best. No
member of the Board of Directors or the Committee shall be liable for any action
or determination made in good faith with respect to the Plan or any option
granted under it.
1.19 Optionees Not Stockholders
Until such time as the applicable Common Stock is actually purchased by and
issued to an employee pursuant to the Plan, no employee shall be considered a
shareholder or have shareholder rights merely by reason of tendering to the
Company an Authorization and, therefore, instituting payroll deductions and
related actions.
1.20 Application of Funds
The proceeds received by the Company from the sale of Common Stock pursuant
to options granted under the Plan will be used for general corporate purposes.
1.21 Governmental Regulation
The Company's obligation to sell and deliver shares of the Company's Common
Stock under this Plan is subject to the approval of any governmental authority
required in connection with the authorization, issuance or sale of such Common
Stock.
1.22 Withholding of Additional Federal Income Tax
In accordance with Section 3402(a) of the Code and the regulations and
rulings promulgated thereunder, the Company will withhold from the wages of
participating employees, in all payroll periods following and in the same
calendar year as the date on which compensation is deemed received by the
employee, additional income taxes in respect of amounts deemed compensation to
be included as includible gross income reported by the employee.
1.23 Approval of Stockholders
The Plan shall not take effect until approved by the holders of a majority
of the outstanding shares of Common Stock of the Company, which approval must
occur within the period beginning twelve (12) months before and ending twelve
(12) months after the date the Plan is adopted by the Board of Directors.
Exhibit 5.1
Dorsey & Whitney LLP
U.S. Bank Centre
1420 Fifth Avenue, Suite 3400
Seattle, WA 98101
Telephone (206) 903-8800
Fax (206) 903-8820
www.dorsey.com
July 29, 2003
Data I/O Corporation
10525 Willows Road N.E.
Redmond, Washington 98052
Re: Registration Statement on Form S-8
Ladies and Gentlemen:
We have acted as counsel to Data I/O Corporation, a Washington corporation
(the "Company"), in connection with a Registration Statement on Form S-8 (the
"Registration Statement") relating to the sale by the Company of up to an
additional 300,000 shares of the Company's common stock, without par value per
share (the "Shares"), pursuant to the Data I/O Corporation 1982 Employee Stock
Purchase Plan, as amended (the "Plan").
We have examined such documents and have reviewed such questions of law as
we have considered necessary and appropriate for the purposes of the opinions
set forth below.
In rendering our opinions set forth below, we have assumed the authenticity
of all documents submitted to us as originals, the genuineness of all signatures
and the conformity to authentic originals of all documents submitted to us as
copies. We have also assumed the legal capacity for all purposes relevant hereto
of all natural persons and, with respect to all parties to agreements or
instruments relevant hereto other than the Company, that such parties had the
requisite power and authority (corporate or otherwise) to execute, deliver and
perform such agreements or instruments, that such agreements or instruments have
been duly authorized by all requisite action (corporate or otherwise), executed
and delivered by such parties and that such agreements or instruments are the
valid, binding and enforceable obligations of such parties. As to questions of
fact material to our opinions, we have relied upon certificates of officers of
the Company and of public officials.
Based on the foregoing, we are of the opinion that the Shares have been
duly authorized and, upon issuance, delivery and payment therefor in accordance
with the terms of the Plan, will be validly issued, fully paid and
nonassessable.
Our opinions expressed above are limited to the laws of the State of
Washington.
We hereby consent to the filing of this opinion as an exhibit to the
Registration Statement.
Very Truly Yours,
/s/ Dorsey & Whitney LLP
Exhibit 23.1
Consent of Independent Certified Public Accountants
We have issued our report dated February 3, 2003, accompanying the consolidated
financial statements and schedule incorporated by reference in the Annual Report
of Data I/O Corporation on Form 10-K for the year ended December 31, 2002. We
hereby consent to the incorporation by reference of said report in this
Registration Statement of Data I/O Corporation on Form S-8 (File No. 333-20657,
No. 33-26472, No. 33-42010, No. 33-66824, No. 33-95608, and No. 333-81986)
pertaining to the Company's 1982 Employee Stock Purchase Plan.
/s/GRANT THORNTON LLP
Seattle, Washington
July 31, 2003