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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM 8 - K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): May 9, 1997
Data I/O Corporation
(Exact name of registrant as specified in its charter)
Washington
(State of other jurisdiction of incorporation)
0-10394 91-0864123
(Commission File Number) (IRS Employer Identification No.)
10525 Willows Road N.E., Redmond, WA 98073-9746
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (206) 881-6444
Not Applicable
(Former name or former address, if changed since last report)
Page 1 of 7 Pages
Exhibit Index at Page 4
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ITEM 2. ACQUISITION OR DISPOSITION OF ASSETS
On May 9, 1997, Data I/O Corporation closed the sale of the land and building
comprising its corporate headquarters in Redmond, Washington. The sale included
a 10 year leaseback of the building to Data I/O Corporation, with options to
renew the lease for up to an additional 10 years. The assets sold consisted of
an approximately 96,000 square foot building on approximately 79 acres.
The selling price of approximately $13.8 million was determined based on arms-
length negotiations between the Company and the buyer. Data I/O will realize
approximately $12 million in cash after payment of transaction fees and taxes.
The sale represents an overall pre-tax gain to the company of approximately $5.5
million. Of this amount, approximately $2 million will be recognized
immediately, with the remainder to be amortized over the initial ten-year lease
term.
The buyer is CarrAmerica Realty Corporation, a national real estate company.
There is no relationship between the buyer and Data I/O Corporation, other than
the leaseback agreement wherein Data I/O will lease the corporate headquarters
building from CarrAmerica.
ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS
( c ) EXHIBITS
2.1 Purchase and Sale Agreement dated as of July 9, 1996 (Relating to the
sale of Data I/O Corporation's headquarters property in Redmond,
Washington consisting of approximately 79 acres of land and an
approximately 96,000 square foot building.) (Confidential treatment has
been requested for certain portions of this exhibit) (Incorporated by
reference to Exhibit 10.32 of the Company's 1996 Annual Report on Form
10K (File No. 0-10394)).
2.2 Letter dated as of December 20, 1996, First Amendment and extension of
the Closing Date under that certain Purchase and Sale Agreement dated
as of July 9, 1996. (Confidential treatment has been requested for
certain portions of this exhibit) (Incorporated by reference to Exhibit
10.33 of the Company's 1996 Annual Report on Form 10K (File No. 0-
10394)).
2.3 Letter dated as of February 17, 1997, Second Amendment and extension of
the Closing Date under that certain Purchase and Sale Agreement dated
as of July 9, 1996. (Confidential treatment has been requested for
certain portions of this exhibit) (Incorporated by reference to Exhibit
10.34 of the Company's 1996 Annual Report on Form 10K (File No. 0-
10394)).
99.1 Press release dated May 13, 1997.
Page 2
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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.
Data I/O Corporation
May 13, 1997 By /s/Alan J. Beauchamp
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Alan J. Beauchamp
Vice President - Finance and Administration
Chief Financial Officer
Secretary and Treasurer
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EXHIBIT INDEX
Data I/O Corporation
Current Report on Form 8 - K
Description of Exhibit Page No.
- --------------------------------------------------------------------------------
2.1 Purchase and Sale Agreement dated as of July 9, 1996
(Relating to the sale of Data I/O Corporation's headquarters
property in Redmond, Washington consisting of approximately
79 acres of land and an approximately 96,000 square foot
building.) (Confidential treatment has been requested for
certain portions of this exhibit) (Incorporated by reference
to Exhibit 10.32 of the Company's 1996 Annual Report on Form
10K (File No. 0-10394)). N/A
2.2 Letter dated as of December 20, 1996, First Amendment and
extension of the Closing Date under that certain Purchase
and Sale Agreement dated as of July 9, 1996. (Confidential
treatment has been requested for certain portions of this
exhibit) (Incorporated by reference to Exhibit 10.33 of the
Company's 1996 Annual Report on Form 10K (File No. 0-
10394)). N/A
2.3 Letter dated as of February 17, 1997, Second Amendment and
extension of the Closing Date under that certain Purchase
and Sale Agreement dated as of July 9, 1996. (Confidential
treatment has been requested for certain portions of this
exhibit) (Incorporated by reference to Exhibit 10.34 of the
Company's 1996 Annual Report on Form 10K
(File No. 0-10394)). N/A
99.1 Press release dated May 13, 1997. 5
Page 4
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EXHIBIT 99.1
For more information, contact:
Alan J. Beauchamp
CFO/Vice President, Finance
Data I/O Corporation
425-881-6444 ext 2224
Email: [email protected]
DATA I/O COMPLETES SALE OF REDMOND CAMPUS
REDMOND, WASH. (MAY 13, 1997) -- Data I/O Corporation (NASDAQ:DAIO) today said
that it has completed the sale of the land and building comprising its Redmond,
Wash., corporate headquarters for approximately $13.8 million to CarrAmerica
Realty Corporation, a national real estate company. The sale includes a 10 year
lease-back of the building to Data I/O Corporation, with an option for Data I/O
to renew the lease for an additional 10 years.
Data I/O will realize approximately $12 million in cash after payment of
transaction fees and taxes. The sale represents an overall pre-tax gain to
Data I/O of approximately $5.5 million. Of this amount, approximately $2
million will be recognized immediately, with the remainder to be amortized over
the life of the lease.
The sale of Data I/O's corporate headquarters, which consists of an
approximately 96,000 square foot building on approximately 79 acres in Redmond,
Wash., was facilitated by Cushman and Wakefield on behalf of the Company.
-more -
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LAND SALE
PAGE TWO
The Company also announced that it has engaged Needham & Company, Inc., a
leading investment banking firm, to advise the Company on the utilization of
cash and possible strategic alternatives to enhance shareholder value which
might include the sale of one or more divisions of the Company, mergers, and
acquisitions.
The Company said that its Board of Directors has authorized an additional share
repurchase program in which the Company may repurchase up to 1 million shares
(approximately 14.5 percent) of its outstanding shares of common stock. The
purchases may be executed through open market purchases at prevailing market
prices; through block purchase; or in privately-negotiated transactions. The
purchases may commence or be discontinued at any time.
Data I/O, now celebrating its 25th anniversary, is the world leader in device
programming, handling, and marking providing the most comprehensive product
offerings for design through manufacturing of programmable devices. It is the
first and only device programming system supplier to receive ISO 9001
certification. Via its Synario Design Automation division, the Company is also
a leader in Windows-Registered Trademark-/EDA software, providing superior
ready-to-use design solutions based on tightly integrated best-of-class tools.
Reel-Tech, a Data I/O subsidiary, designs, manufactures and sells IC handling
and marking equipment.
-more-
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LAND SALE
PAGE THREE
Data I/O products are sold through an international network of value-added
resellers (VARs) and technical sales representative firms, which it supports
with local sales offices. Data I/O is headquartered in Redmond, Wash., and is
publicly traded (NASDAQ:DAIO). The Company's Worldwide Web page address is
http://www.data-io.com.
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