SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM 8-A
FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES
PURSUANT TO SECTION 12(b) OR (g) OF THE
SECURITIES EXCHANGE ACT OF 1934
DATA I/O CORPORATION
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(Exact name of registrant as specified in its charter)
Washington 91-0864123
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(State of incorporation or organization) (I.R.S. Employer Identification No.)
10525 Willows Road N.E.
Redmond, Washington 98073-9746
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(Address of principal executive offices and zip code)
Securities to be registered pursuant to Section 12(b) of the Act:
Title of each class Name of each exchange on which
to be so registered each class is to be registered
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Not Applicable
Securities to be registered pursuant to Section 12(g) of the Act:
Preferred Share Purchase Rights
Pursuant to Rights Agreement
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(Title of Class)
Item 1. DESCRIPTION OF SECURITIES TO BE REGISTERED.
On March 12, 1998, the Board of Directors (the "Board") of Data I/O
Corporation (the "Corporation") declared a dividend distribution of one
preferred share purchase right (a "Right") for each outstanding share of
Common Stock (the "Common Stock") of the Corporation. The dividend is
payable to the shareholders of record on April 4, 1998 (the "Record Date"),
the expiration date of the Corporation's existing Shareholder Rights Plan,
and with respect to shares of Common Stock issued thereafter until the
Distribution Date (as defined below) and, in certain circumstances, with
respect to shares of Common Stock issued after the Distribution Date. Except
as set forth below, each Right, when it becomes exercisable, entitles the
registered holder to purchase from the Corporation one one-hundredth
(1/100th) of a share of Series A Junior Participating Preferred Stock of the
Corporation, having the relative rights, preferences and limitations set
forth in the Form of Certificate of Designation, Preferences and Rights of
Series A Junior Participating Preferred Stock (the "Preferred Stock") filed
as Exhibit A to Exhibit 1 to the Registration Statement on Form 8-A filed by
the Corporation with the Securities and Exchange Commission on April 5, 1988,
at a price of $30 per one one-hundredth (1/100th) of a share of Preferred
Stock (the "Purchase Price"), subject to adjustment. The description and
terms of the Rights are set forth in a Rights Agreement (the "Rights
Agreement") between the Corporation and ChaseMellon Shareholder Services,
L.L.C., as Rights Agent (the "Rights Agent"), dated as of April 4, 1998. The
Preferred Stock was authorized in connection with the adoption of the
Corporation's existing Shareholder Rights Plan and no shares of the Preferred
Stock have been issued.
Initially, the Rights will be attached to certificates representing
shares of Common Stock then outstanding, and no separate certificates
representing the Rights ("Right Certificates") will be distributed. The
Rights will separate from the Common Stock upon the earlier to occur of (i) a
person or group of affiliated or associated persons having acquired, without
the prior approval of the Corporation's Board of Directors, beneficial
ownership of 15% or more of the outstanding shares of Common Stock or (ii) 10
days, or such later date as the Board may determine, following the
commencement of or announcement of an intention to make, a tender offer or
exchange offer the consummation of which would result in a person or group of
affiliated or associated persons becoming an Acquiring Person (as hereinafter
defined) except pursuant to a Permitted Offer (as hereinafter defined) (the
"Distribution Date"). A person or group whose acquisitions of shares of
Common Stock cause a Distribution Date pursuant to clause (i) above is an
"Acquiring Person," with certain exceptions as set forth in the Rights
Agreement. The date that a person or group is first publicly announced to
have become such by the Corporation or such Acquiring Person is the "Shares
Acquisition Date."
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The Rights Agreement provides that, until the Distribution Date, the
Rights will be transferred with and only with the associated shares of Common
Stock. Until the Distribution Date (or earlier redemption or expiration of
the Rights), new Common Stock certificates issued after the Record Date upon
transfer or new issuance of shares of Common Stock will contain a notation
incorporating the Rights Agreement by reference. Until the Distribution Date
(or earlier redemption or expiration of the Rights), the surrender for
transfer of any certificates for shares of Common Stock outstanding as of the
Record Date, even without attaching thereto such notation or a copy of the
Summary of Rights attached to the Rights Agreement as Exhibit B, will also
constitute the transfer of the Rights associated with the shares of Common
Stock represented by such certificate. As soon as practicable following the
Distribution Date Right Certificates will be mailed to the holders of record
of shares of the Common Stock as of the Close of Business (as defined in the
Rights Agreement) on the Distribution Date (and to each initial record holder
of certain shares of Common Stock issued after the Distribution Date), and
such separate Right Certificates alone will evidence the Rights.
The Rights are not exercisable until the Distribution Date and will
expire at the close of business on April 4, 2008, unless earlier redeemed by
the Corporation as described below.
In the event that any person becomes an Acquiring Person (except
pursuant to a tender or exchange offer which is for all outstanding shares of
Common Stock at a price and on terms which a majority of certain members of
the Board determines to be adequate and in the best interests of the
Corporation, its shareholders and other relevant constituencies, other than
such Acquiring Person, its affiliates and associates (a "Permitted Offer")),
each holder of a Right will thereafter have the right (the "Flip-In Right")
to receive upon exercise the number of shares of Common Stock (or, in certain
circumstances, of one one-hundredths (1/100ths) of a share of Preferred Stock
or other securities of the Corporation) having a value (immediately prior to
such triggering event) equal to two times the then-applicable Purchase Price
of the Right. Notwithstanding the foregoing, following the occurrence of the
event described above, all Rights that are, or (under certain circumstances
specified in the Rights Agreement) were, beneficially owned by any Acquiring
Person or any affiliate or associate thereof will be null and void. The
Board has the option, at any time after any person becomes an Acquiring
Person, to exchange all or part of the then-exercisable Rights (excluding
those that have become void, as described in the immediately preceding
sentence) for shares of Common Stock, at an exchange ratio determined by
dividing the then-applicable Purchase Price by the then-current market price
per share of Common Stock as determined in accordance with the Rights
Agreement. However, this option generally terminates if any person becomes
the beneficial owner of 50% or more of the Common Stock.
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In the event that, at any time following the Shares Acquisition Date,
(i) the Corporation is acquired in a merger or other business combination
transaction in which the holders of all of the outstanding shares of Common
Stock immediately prior to the consummation of the transaction are not the
holders of all of the surviving corporation's voting power, or (ii) more than
50% of the Corporation's assets or earning power is sold or transferred, in
either case with or to (x) an Acquiring Person or any affiliate or associate
thereof or (y) any other person in which such Acquiring Person, affiliate or
associate has an interest or any person acting on behalf of or in concert
with such Acquiring Person, affiliate or associate, or (z) if, in such
transaction, all holders of shares of Common Stock are not treated alike, any
other person, then each holder of a Right (except Rights which previously
have been voided as set forth above) shall thereafter have the right (the
"Flip-Over Right") to receive, upon exercise, common shares of the acquiring
company (or, in certain circumstances, its parent) having a value equal to
two times the exercise price of the Right. The holder of a Right will
continue to have the Flip-Over Right whether or not such holder exercises or
surrenders the Flip-In Right.
The Purchase Price payable, and the number of shares of Preferred Stock,
shares of Common Stock or other securities issuable, upon exercise of the
Rights are subject to adjustment from time to time to prevent dilution (i) in
the event of a stock dividend on, or a subdivision, combination or
reclassification of, the Preferred Stock, (ii) upon the grant to holders of
shares of the Preferred Stock of certain rights or warrants to subscribe for
or purchase shares of Preferred Stock at a price, or securities convertible
into Preferred Stock with a conversion price, less than the then current
market price of the Preferred Stock or (iii) upon the distribution to holders
of shares of the Preferred Stock of evidences of indebtedness or assets
(excluding regular quarterly cash dividends) or of subscription rights or
warrants (other than those referred to above).
The number of outstanding Rights and the number of one one-hundredths
(1/100ths) of a share of Preferred Stock issuable upon exercise of each Right
are also subject to adjustment in the event of a stock split of the Common
Stock or a stock dividend on the Common Stock payable in Common Stock or
subdivisions, consolidations or combinations of the Common Stock occurring,
in any such case, prior to the Distribution Date.
With certain exceptions, no adjustment in the Purchase Price will be
required until cumulative adjustments require an adjustment of at least 1% in
such Purchase Price.
At any time prior to the earlier to occur of (i) a person becoming an
Acquiring Person or (ii) the expiration of the Rights, and under certain
other circumstances, the Corporation may redeem the Rights in whole, but not
in part, at a price (payable in cash or, at the Corporation's election, in
Common Stock) of $.001 per Right (the "Redemption Price"), which redemption
shall be effective upon the action of the Board. Additionally,
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following the Shares Acquisition Date, the Corporation may redeem the then
outstanding Rights in whole, but not in part, at the Redemption Price,
provided that such redemption is in connection with a merger or other
business combination transaction or series of transactions involving the
Corporation in which all holders of shares of Common Stock are treated alike
but not involving an Acquiring Person or its affiliates or associates.
Other than those provisions relating to the rights, duties and
obligations of the Rights Agent and certain principal economic terms of the
Rights, all of the provisions of the Rights Agreement may be amended by the
Board prior to the Distribution Date. After the Distribution Date, the
provisions of the Rights Agreement may be amended by the Board in order to
cure any ambiguity, defect or inconsistency, to make changes that do not
adversely affect the interests of holders of Rights (excluding the interests
of any Acquiring Person), or, subject to certain limitations, to shorten or
lengthen any time period under the Rights Agreement.
Until a Right is exercised, the holder thereof, as such, will have no
rights as a shareholder of the Corporation, including, without limitation,
the right to vote or to receive dividends. While the distribution of the
Rights will not be taxable to shareholders of the Corporation, shareholders
may, depending upon the circumstances, recognize taxable income should the
Rights become exercisable or upon the occurrence of certain events thereafter.
This summary description of the Rights does not purport to be complete
and is qualified in its entirety by reference to the Rights Agreement, which
is hereby incorporated herein by reference.
As of March 12, 1998, there were 7,135,157 shares of Common Stock
outstanding. Each share of Common Stock outstanding on the Record Date will
receive one Right. As long as the Rights are attached to the shares of
Common Stock, the Corporation will issue one Right with each new share of
Common Stock so that all such shares will have attached rights.
The Rights have certain anti-takeover effects. The Rights will cause
substantial dilution to a person or group that attempts to acquire the
Corporation without conditioning the offer on the Rights being redeemed or a
substantial number of Rights being acquired. However, the Rights should not
interfere with any tender offer or merger approved by the Corporation (other
than with an Acquiring Person) because the Rights do not become exercisable
in the event of a Permitted Offer or other acquisition exempted by the Board.
Attached hereto as Exhibit 4.1 and incorporated herein by reference are
copies of the Rights Agreement and the exhibits thereto, as follows:
Exhibit A -- Form of Right
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Certificate; and Exhibit B -- Summary of Rights to Purchase Series A Junior
Participating Preferred Stock. The foregoing description of the Rights is
qualified in its entirety by reference to the Rights Agreement and such
exhibits thereto.
Item 2. EXHIBITS.
4.1 Rights Agreement, dated as of April 4, 1998, between Data I/O
Corporation and ChaseMellon Shareholder Services, L.L.C. as Rights
Agent, which includes: as Exhibit A thereto, the Form of Right
Certificate; and, as Exhibit B thereto, the Summary of Rights to
Purchase Series A Junior Participating Preferred Stock.
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SIGNATURE
Pursuant to the requirements of Section 12 of the Securities Exchange Act
of 1934, the registrant has duly caused this registration statement to be signed
on its behalf by the undersigned, thereto duly authorized.
DATA I/O CORPORATION
By: /s/ Joel S. Hatlen
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Joel S. Hatlen
Vice President of Finance and
Chief Financial Officer
Date: March 13, 1998
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EXHIBIT INDEX
Exhibit Description
4.1 Rights Agreement, dated as of April 4, 1998, between
Data I/O Corporation and ChaseMellon Shareholder
Services, L.L.C. as Rights Agent, which includes: as
Exhibit A thereto, the Form of Right Certificate; and,
as Exhibit B thereto, the Summary of Rights to
Purchase Series A Junior Participating Preferred
Stock.