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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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SCHEDULE 13D (AMENDMENT NO.5)
Under the Securities Exchange Act of 1934
Data I/O Corporation
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(Name of Issuer)
Common Stock, No Par Value
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(Title of Class of Securities)
CUSIP Number: 237690102
Glen F. Ceiley
Bisco Industries, Inc.
704 W. Southern Ave.
Orange, CA 92865
(714) 283-7140
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(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
November 18, 1998
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(Date of Event which Requires Filing of this Statement)
If the filing person has previously filed a statement on Schedule
13G to report the acquisition which is subject of this Schedule 13D,
and is filing this statement because of Rule 13d-1(b)(3) or (4),
check the following box: ( )
Page 1 of 12 Pages
Exhibit Index on Page 7.
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SCHEDULE 13D
CUSIP No. 237690102
1. Name of Reporting Person
Mr. Glen F. Ceiley
2. Check the Appropriate Box if a Member of a group (a) (X)
(b) ( )
3. SEC Use Only
4. Source of Funds
PF
5. Check Box if Disclosure of Legal Proceedings is Required
Pursuant to Items 2(d) or 2(e) ( )
6. Citizenship or Place of Organization
U.S.A.
Number of 7. Sole Voting Power
Shares
Beneficially 0
Owned By
Each 8. Shared Voting Power
Reporting
Person 798,825 shares of Common Stock (See Item 5)
With
9. Sole Dispositive Power
0
10. Shared Dispositive Power
798,825 shares of Common Stock (See Item 5)
11. Aggregate Amount Beneficially Owned by Each Reporting Person
798,825 shares of Common Stock (See Item 5)
12. Check Box if the Aggregate Amount in Row (11) Excludes
Certain Shares ( )
13. Percent of Class Represented by Amount in Row (11)
11.11%
14. Type of Reporting Person
IN
Page 2 of 12 Pages
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SCHEDULE 13D
CUSIP No. 237690102
1. Name of Reporting Person
Bisco Industries, Inc.
2. Check the Appropriate Box if a Member of a Group (a) (X)
(b) ( )
3. SEC Use Only
4. Source of Funds
WC
5. Check Box if Disclosure of Legal Proceedings is Required
Pursuant to Items 2(d) or 2(e) ( )
6. Citizenship or Place of Organization
Illinois
Number of 7. Sole Voting Power
Shares
Beneficially 410,000 shares of Common Stock (See Item 5)
Owned By
Each
Reporting 8. Shared Voting Power
Person
With 0
9. Sole Dispositive Power
410,000 shares of Common Stock (See Item 5)
10. Shared Dispositive Power
0
11. Aggregate Amount Beneficially Owned by Each Reporting Person
410,000 shares of Common Stock (See Item 5)
12. Check Box if the Aggregate Amount in Row (11) Excludes
Certain Shares ( )
13. Percent of Class Represented by Amount in Row (11)
5.7%
14. Type of Reporting Person
CO
Page 3 of 12 Pages
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SCHEDULE 13D
CUSIP No. 237690102
1. Name of Reporting Person
Bisco Industries, Inc. Profit Sharing and Savings Plan
2. Check the Appropriate Box if a Member of a Group (a) (X)
(b) ( )
3. SEC Use Only
4. Source of Funds
00
5. Check Box if Disclosure of Legal Proceedings is Required
Pursuant to Items 2(d) or 2(e) ( )
6. Citizenship or Place of Organization
U.S.A.
Number of 7. Sole Voting Power
Shares
Beneficially 388,825 shares of Common Stock (See Item 5)
Owned By
Each
Reporting 8. Shared Voting Power
Person
With 0
9. Sole Dispositive Power
388,825 shares of Common Stock (See Item 5)
10. Shared Dispositive Power
0
11. Aggregate Amount Beneficially Owned by Each Reporting Person
388,825 shares of Common Stock (See Item 5).
12. Check Box if the Aggregate Amount in Row (11) Excludes
Certain Shares ( )
13. Percent of Class Represented by Amount in Row (11)
5.4%
14. Type of Reporting Person
EP
Page 4 of 12 Pages
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Item 1. Security and Issuer
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This statement relates to shares of common stock, no par value per
share (the "Shares"), of Data I/O Corporation, a Washington corporation (the
"Issuer"). The principal executive offices of the Issuer are located at 10525
Willows Road N.E., Redmond, Washington, 98052.
Item 2. Identity and Background
-----------------------
(a)-(c), (f). This Amendment NO. 5 To Schedule 13D is being filed by
Mr. Glen F. Ceiley ("Mr. Ceiley"), Bisco Industries, Inc., an Illinois
corporation ("Bisco"), and the Bisco Industries, Inc. Profit Sharing and Savings
Plan (the "Plan"). Mr. Ceiley, Bisco, and the Plan are hereinafter collectively
referred to as the "Reporting Persons", to amend the schedule 13D which was
originally dated August 29, 1998.
Mr. Ceiley's principal employment is President of Bisco and his
business address is 704 W. Southern Ave., Orange, CA 92865. Mr. Ceiley is a
citizen of the United States of America.
Bisco's principal business is the distribution of fasteners and
electronic components. Bisco is an Illinois corporation. Its principal office is
located at 704 W. Southern Ave., Orange, CA 92865. Mr. Ceiley owns 100% of the
voting common stock of Bisco.
The Plan was adopted by the Board of Directors of Bisco for the
exclusive benefit of eligible Bisco employees. The Plan's business address is
704 W. Southern Ave., Orange, CA 92865. Mr. Ceiley is the sole trustee of the
Plan.
(d) and (e). During the last five years, none of the Reporting Persons
has (i) been convicted in a criminal proceeding (excluding traffic violations or
similar misdemeanors) or (ii) been a party to a civil proceeding of a judicial
or administrative body of competent jurisdiction and as a result of such
proceeding was or is subject to a judgment, decree or final order enjoining
future violations of, or prohibiting or mandating activities subject to, federal
or state securities laws or finding any violation with respect to such laws.
Item 3. Source and Amount of Funds or Other Consideration
-------------------------------------------------
Bisco purchased 410,000 shares for a total consideration of
$959,231.13. Bisco paid for such Shares from its working capital, including
funds made available in the ordinary course of business under its working
capital credit facility. The Plan purchased 388,825 shares for a total
consideration of $1,100,158.32 using funds held in the Plan for investment
purposes.
Page 5 of 12 Pages
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Item 4. Purpose of Transaction
----------------------
The Reporting Persons acquired the Shares to obtain an equity position
in the Issuer. The Reporting Persons presently consider the Shares an attractive
investment and intend to review their investment on an ongoing basis. Such
continuing review may result in the Reporting Persons acquiring additional
Shares in the open market or in privately negotiated transactions, maintaining
their holdings at current levels or selling all or a portion of their holdings
in the open market or in privately negotiated transactions. Any such actions the
Reporting Persons undertake will be dependent upon, among other things, the
availability of Shares for purchase and the price levels of such Shares; general
market and economic conditions; on-going evaluation of the Issuer's business,
financial condition, operations and prospects; the relative attractiveness of
alternative business and investment opportunities; the availability of funds for
the purchase of additional Shares; the actions of the management and Board of
Directors of the Issuer; and other future developments.
The Reporting Persons also are presently assessing whether to acquire a
more significant equity stake or controlling interest in the Issuer, with a view
toward proposing to the Issuer's Board of Directors strategic alternatives to
improve the Issuer's performance and enhance shareholder value. Depending on
their ability to increase their ownership of Shares and their continuing
assessment of the factors enumerated above (including the Issuer's financial
condition, market conditions and the actions of the management and Board of
Directors of the Issuer), the Reporting Persons may seek to propose an
acquisition of all or part of the Issuer or another extraordinary corporate
transaction involving the Issuer or the sale of a material amount of assets of
the Issuer or solicit proxies or consents for the election of one or more of
their representatives as directors of the Issuer. As part of their ongoing
review, the Reporting Persons may have discussions with third parties, including
other shareholders, or with management of the Issuer regarding any or all of the
foregoing matters. There can be no assurance that the Reporting Persons (or any
of there affiliates) will take any of the actions described above with respect
to the Shares or the Issuer.
Although the foregoing reflects activities presently contemplated by
the Reporting Persons with respect to the Issuer, the foregoing is subject to
change at any time. Except as set forth above, the Reporting Persons have no
present plans or intentions which would result in or relate to any of the
transactions described in subparagraphs (a) through (j) of Item 4 of Schedule
13D.
Page 6 of 12 Pages
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Item 5. Interest in Securities of the Issuer
------------------------------------
Item 5 to Schedule 13D is amended as follows;
(a) As of the close of business on November 25, 1998, the Reporting
Persons owned in the aggregate, 798,825 Shares, which represent approximately
11.11% of the 7,186,851 Shares outstanding as of August 4, 1998 as reported in
the Issuer's Quarterly Report on Form 10-Q for the quarter ended June 25,
1998. In accordance with Rule 13d-5(b)(1) of the General Rules and regulations
under the Securities Exchange Act of 1934, as amended, each of Mr. Ceiley,
individually and as Trustee of the Plan, the Plan and Bisco may be deemed to
have acted as a group and such group may be deemed to have acquired beneficial
ownership of Shares beneficially owned by any of such persons.
As of the close of business on November 25, 1998, Mr. Ceiley
beneficially owned an aggregate of 798,825 Shares, of which 410,000 Shares were
owned by Bisco, of which Mr. Ceiley is the sole stockholder and President, and
388,825 Shares were held by Mr. Ceiley as sole Trustee of the Plan.
(b) Mr. Ceiley has the sole power to vote and to dispose of the Shares
owned by the Plan and Bisco.
(c) The reporting persons purchased and sold Shares in the manner, in
the amounts, on the dates and at the prices set forth on Schedule 1 attached
hereto and incorporated herein by reference.
(d) Not applicable
(e) Not applicable
Item 6. Contracts, Arrangements, Understandings or Relationships with Respect
to Securities of the Issuer.
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Not Applicable
Item 7. Material to be Filed as Exhibits
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Exhibit 1. Joint Filing Agreement dated as of Page Number
December 1, 1998 12
Page 7 of 12 Pages
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SIGNATURE
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After reasonable inquiry and to the best of its knowledge and belief, the
undersigned certifies that the information set forth in this statement is true,
complete and correct.
Dated: December 1, 1998
Glen F. Ceiley
--------------------------
Name: Glen F. Ceiley
Page 8 of 12 pages
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SIGNATURE
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After reasonable inquiry and to the best of its knowledge and belief, the
undersigned certifies that the information set forth in this statement is true,
complete and correct.
Dated: December 1, 1998
Bisco Industries, Inc.
Glen F. Ceiley
---------------------------------
Name: Glen F. Ceiley
Title: President
Page 9 of 12 pages
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SIGNATURE
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After reasonable inquiry and to the best of its knowledge and belief, the
undersigned certifies that the information set forth in this statement is true,
complete and correct.
Dated: December 1, 1998
Bisco Industries, Inc.
Profit Sharing And Savings Plan
Glen F. Ceiley
_______________________________
Name: Glen F. Ceiley
Title: Trustee
Page 10 of 12 Pages
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SCHEDULE 1
The Reporting Persons have engaged in the following transactions in Shares since
November 5, 1998, the last day on which a transaction in the shares by the
reporting persons was reported on the Schedule 13D. All transactions involved
purchases of Shares on the NASDAQ.
<TABLE>
<CAPTION>
Transaction Number of Price
Date Shares Per Share* Purchaser
- ----------- ----------- ----------- ----------------------
<S> <C> <C> <C>
06-NOV-98 14,000 1.5513 PLAN
06-NOV-98 9,000 1.5139 BISCO
10-NOV-98 6,000 1.5625 PLAN
10-NOV-98 6,000 1.6250 BISCO
11-NOV-98 7,125 1.6677 PLAN
12-NOV-98 12,000 1.5937 PLAN
17-NOV-98 12,000 1.5937 PLAN
18-NOV-98 6,000 1.5625 PLAN
20-NOV-98 12,000 1.5937 PLAN
24-NOV-98 6,000 1.5625 PLAN
25-NOV-98 3,200 1.5605 BISCO
</TABLE>
* Excluding commissions
Page 11 of 12 pages
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JOINT FILING AGREEMENT
----------------------
In accordance with rule 13d-(f) promulgated under the Securities Exchange Act of
1934, as amended, the undersigned hereby agree to the joint filing with all
other Reporting Persons (as such term is defined in the Schedule 13D referred to
below) on behalf of each of them of a statement on Schedule 13D (including
amendments thereto) with respect to the common stock. no par value (the "Common
Stock"), of Data I/O Corporation, a Washington corporation, and that this
Agreement be included as an Exhibit to such joint filing. This Agreement may be
executed in any number of counterparts, all of which taken together shall
constitute one and the same instrument.
IN WITNESS WHEREOF, the undersigned hereby execute this Agreement as of
December 1, 1998.
/s/ GLEN F. CEILEY
----------------------
Glen F. Ceiley
Bisco Industries, Inc.
/s/ GLEN F. CEILEY
----------------------
Name: Glen F. Ceiley
Title: President
Bisco Industries, Inc.
Profit Sharing and Savings Plan
/s/ GLEN F. CEILEY
----------------------
Name: Glen F. Ceiley
Title: Trustee
Page 12 of 12 Pages
