SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM 8-A/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
(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
Not Applicable
Securities to be registered pursuant to Section 12(g) of the Act:
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Preferred Share Purchase Rights
Pursuant to Rights Agreement
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(Title of Class)
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Item 1. Description of Securities to be Registered.
Effective February 10, 1999, Data I/O Corporation (the "Corporation")
and ChaseMellon Shareholder Services, L.L.C. ("ChaseMellon") amended the
Rights Agreement, dated as of April 4, 1998, between the Corporation and
ChaseMellon (the "Rights Agreement"). The amendment to the Rights Agreement
is attached hereto as Exhibit 4.1 and forms an integral part hereof.
Item 2. Exhibits.
4.1 Amendment No. 1, dated as of February 10, 1999, to Rights
Agreement, dated as of April 4, 1998, between Data I/O Corporation and
ChaseMellon Shareholder Services, L.L.C. as Rights Agent.
[REST OF PAGE INTENTIONALLY LEFT BLANK]
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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:
David C. Bullis
President and
Chief Executive Officer
Date: February 10, 1999
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EXHIBIT INDEX
Exhibit Description
4.1 Amendment No. 1, dated as of February 10, 1999, to
Rights Agreement, dated as of April 4, 1998, between
Data I/O Corporation and ChaseMellon Shareholder
Services, L.L.C. as Rights Agent.
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3
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DATA I/O CORPORATION
and
CHASEMELLON SHAREHOLDER SERVICES L.L.C., AS RIGHTS AGENT
Amendment No. 1 to
RIGHTS AGREEMENT
DATED AS OF APRIL 4, 1998
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AMENDMENT NO. 1 TO
RIGHTS AGREEMENT
THIS AMENDMENT NO. 1 TO RIGHTS AGREEMENT ("this Amendment") is made as
of February 10, 1999 by and between Data I/O Corporation, a Washington
corporation (the "Corporation"), and ChaseMellon Shareholder Services, L.L.C., a
New Jersey limited liability company (the "Rights Agent"), with respect to the
following facts and circumstances.
A. The Corporation and the Rights Agent entered into a Rights Agreement
dated as of April 4, 1998 (the "Rights Agreement").
B. The Corporation and the Rights Agent now wish to amend the Rights
Agreement in the manner set forth below.
C. This Amendment has been approved by the Board of Directors of the
Corporation.
D. All capitalized terms used and not defined in this Amendment have the
respective meanings assigned to them in the Rights Agreement.
NOW, THEREFORE, in consideration of the foregoing and the mutual
agreements herein set forth, the parties hereby agree as follows:
1. The definition of "Acquiring Person" set forth in Section 1.1 of the
Rights Agreement is hereby amended by the deletion of the period that currently
appears at the end of said Section 1.1, the replacement of such period with a
semicolon and the addition of the following words after such semicolon:
"and further provided, that none of Glen F. Ceiley ("Mr. Ceiley"), Bisco
Industries, Inc., an Illinois corporation ("Bisco"), nor the Bisco
Industries, Inc. Profit Sharing and Savings Plan (the "Plan" and,
collectively with Mr. Ceiley and Bisco, the "Bisco Parties") shall be
treated for any purpose of this Agreement as an Acquiring Person unless
and until any one or more of the Bisco Parties, individually or in the
aggregate with any one or more of the other Bisco Parties, Beneficially
Owns at least 20% of the then outstanding shares of Common Stock, it
being expressly intended, however, that (i) each of the Bisco Parties
shall be deemed an Acquiring Person in the event that any Bisco Party
Beneficially Owns any other shares of Common Stock, which other shares,
when aggregated with any shares of Common Stock Beneficially Owned by
any of the Bisco Parties, represent 20% or more of the then outstanding
Common Stock and (ii) the foregoing exception to the general definition
of the term "Acquiring Person" set forth in this Agreement is
exclusively for the benefit of the Bisco Parties and any determination
regarding the status of any other Person as an Acquiring Person for any
purpose of this Agreement shall be made without reference to such
exception.
2. Except as specifically modified by this Amendment, the Rights
Agreement shall remain in full force and effect in all respects.
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IN WITNESS WHEREOF, the parties have caused this Amendment to be
duly executed and attested, all as of the date and year first above written.
DATA I/O CORPORATION
By: /s/ David C. Bullis
David C. Bullis
President
CHASEMELLON SHAREHOLDER SERVICES, L.L.C.
By: /s/ Dianna Rausch
Dianna Rausch
Vice President
