<PAGE>
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
------------------------------------
SCHEDULE 13D (AMENDMENT NO.9)
Under the Securities Exchange Act of 1934
Data I/O Corporation
------------------------------------
(Name of Issuer)
Common Stock, No Par Value
------------------------------------
(Title of Class of Securities)
CUSIP Number: 237690102
Glen F. Ceiley
Bisco Industries, Inc.
704 W. Southern Ave.
Orange, CA 92865
(714) 283-7140
------------------------------------
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
February 10, 1999
------------------------------------
(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 23 Pages
Exhibit Index on Page 6.
<PAGE>
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 900 shares of Common Stock
Owned By
Each 8. Shared Voting Power
Reporting
Person 1,002,325 shares of Common Stock (See Item 5)
With
9. Sole Dispositive Power
900 shares of Common Stock
10. Shared Dispositive Power
1,002,325 shares of Common Stock (See Item 5)
11. Aggregate Amount Beneficially Owned by Each Reporting Person
1,002,325 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)
13.95%
14. Type of Reporting Person
IN
Page 2 of 23 Pages
<PAGE>
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 604,600 shares of Common Stock (See Item 5)
Owned By
Each
Reporting 8. Shared Voting Power
Person
With 0
9. Sole Dispositive Power
604,600 shares of Common Stock (See Item 5)
10. Shared Dispositive Power
0
11. Aggregate Amount Beneficially Owned by Each Reporting Person
604,600 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)
8.41%
14. Type of Reporting Person
CO
Page 3 of 23 Pages
<PAGE>
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 396,825 shares of Common Stock (See Item 5)
Owned By
Each
Reporting 8. Shared Voting Power
Person
With 0
9. Sole Dispositive Power
396,825 shares of Common Stock (See Item 5)
10. Shared Dispositive Power
0
11. Aggregate Amount Beneficially Owned by Each Reporting Person
396,825 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)
5.52%
14. Type of Reporting Person
EP
Page 4 of 23 Pages
<PAGE>
Item 3. Source and Amount of Funds or Other Consideration
-------------------------------------------------
Item 3 to Schedule 13D is amended as follows:
Mr. Ceiley purchased directly 900 shares for a total consideration of
$2,137.50 from his personal funds. Bisco purchased 604,600 shares for a total
consideration of $1,307,692.62. 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 396,825 shares for a
total consideration of $1,113,283.32 using funds held in the Plan for investment
purposes.
Item 4. Purpose of Transaction
----------------------
Item 4 to Schedule 13D is amended to include the following:
On February 10, 1999, the reporting persons entered into a Standstill
Agreement which is attached as Exhibit 2 to the Schedule 13D.
Page 5 of 23 Pages
<PAGE>
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 February 10, 1999 the Reporting
Persons owned in the aggregate, 1,002,325 Shares, which represent approximately
13.95% of the 7,186,851 Shares outstanding as of November 3, 1998 as reported in
the Issuer's Quarterly Report on Form 10-Q for the quarter ended September 29,
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 February 10, 1999, Mr. Ceiley
beneficially owned an aggregate of 1,002,325 Shares, of which 900 shares were
owned by Mr. Ceiley individually, 604,600 Shares were owned by Bisco, of which
Mr. Ceiley is the sole stockholder and President, and 396,825 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.
-----------------------------------------------------------------------
Not Applicable
Item 7. Material to be Filed as Exhibits
------------------------------------------
Exhibit 1. Joint Filing Agreement dated as of Page Number
February 12, 1999 11
Exhibit 2. Standstill Agreement dated February
10, 1999 12
Page 6 of 23 Pages
<PAGE>
SCHEDULE 1
The Reporting Persons have engaged in the following transactions in Shares since
January 4, 1999, 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-JAN-99 (5,000) 2.0 BISCO
11-JAN-99 4,900 2.125 BISCO
13-JAN-99 7,200 2.1701 BISCO
14-JAN-99 400 2.1875 BISCO
19-JAN-99 9,000 2.375 BISCO
21-JAN-99 1,500 2.3125 BISCO
28-JAN-99 5,000 2.4375 BISCO
29-JAN-99 800 2.375 MR. CEILEY
01-FEB-99 100 2.375 MR. CEILEY
01-FEB-99 6,500 2.35 BISCO
05-FEB-99 2,500 2.3125 BISCO
09-FEB-99 1,000 2.25 BISCO
</TABLE>
* Excluding commissions
Page 7 of 23 pages
<PAGE>
SIGNATURE
---------
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: February 12, 1999
Glen F. Ceiley
--------------------------
Name: Glen F. Ceiley
Page 8 of 23 pages
<PAGE>
SIGNATURE
---------
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: February 12, 1999
Bisco Industries, Inc.
Glen F. Ceiley
---------------------------------
Name: Glen F. Ceiley
Title: President
Page 9 of 23 pages
<PAGE>
SIGNATURE
---------
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: January 12, 1999
Bisco Industries, Inc.
Profit Sharing And Savings Plan
Glen F. Ceiley
_______________________________
Name: Glen F. Ceiley
Title: Trustee
Page 10 of 23 Pages
<PAGE>
EXHIBIT 1
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
February 12, 1999.
/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 11 of 23 Pages
<PAGE>
EXHIBIT 2
STANDSTILL AGREEMENT
This Standstill Agreement (this "Agreement") is made as of February 10,
1999 by and among Data I/O Corporation, a Washington corporation ("the
Company"), Bisco Industries, Inc., an Illinois corporation ("Bisco"), Bisco
Industries, Inc. Profit Sharing and Savings Plan (the "Plan") and Glen F. Ceiley
("GFC," and collectively with Bisco and the Plan, the "Reporting Persons").
RECITALS
A. The Reporting Persons are the owners of approximately 13.95% of the
outstanding common stock of the Company and have requested representation on the
Board of Directors of the Company (the "Board").
B. Conditioned on execution of this Agreement by the Reporting Persons, the
Board has agreed to appoint GFC to the Board on the terms set forth herein.
NOW, THEREFORE, in consideration of the mutual promises of the parties
contained herein and for other good and valuable consideration, the receipt and
sufficiently of which is hereby acknowledged, the parties hereby agree as
follows:
1. Definitions
"affiliate" has the meaning set forth in the 1934 Act.
"associate" has the meaning set forth in the 1934 Act, except that no
person will be deemed to be an associate of another person solely because the
first person is, directly or indirectly, the beneficial owner of 10% of more of
any class of equity securities of the other person unless such ownership causes
the first person to be an affiliate of the other person.
"beneficially own" has the meaning set forth in the regulations included in
Rule 13d-3 of the 1934 Act; provided that for purposes of this Agreement, any
option, warrant, right, conversion, privilege or arrangement to purchase,
acquire or vote Company Voting Securities regardless of the time period during
or at which it may be exercised and regardless of the consideration paid shall
be deemed to give the holder thereof beneficial ownership of the Company Voting
Securities to which it relates. Any Company Voting Securities which are subject
to such options, warrants, rights, conversion privileges or other arrangements
shall be deemed to be outstanding for purposes of computing the percentage of
outstanding securities owned by such Person but shall not be deemed to be
outstanding for purposes of computing the percentage of outstanding securities
owned by any other Person.
"Bylaw Notice Provisions" means Sections (13) and (14) of Article II of the
Company's Bylaws as in effect on the date hereof.
1
PAGE 12 OF 23 PAGES
<PAGE>
"Company Voting Securities" means all classes of capital stock of the
Company which are then entitled to vote generally in the election of directors
and any securities exchanged for such classes of capital stock and any
securities convertible into or exchangeable or exercisable for such classes of
capital stock. For purposes of determining the amount or percentage of
outstanding Company Voting Securities beneficially owned by a Person, and for
purposes of calculating the aggregate voting power relating to such Company
Voting Securities, securities that are deemed to be outstanding shall be
included to the extent provided in the definition of "beneficially own."
"1933 Act" means the Securities Act of 1933, as amended, and the
regulations promulgated under such statute.
"1934 Act" means the Securities Exchange Act of 1934, as amended, and the
regulations promulgated under such statute.
"Person" means a natural person or any legal, commercial or governmental
entity, including, but not limited to, a corporation, partnership, joint
venture, trust, limited liability company, group acting in consent or any person
acting in a representative capacity.
"Representatives" of a party means (i) the officers, directors or partners
of such party or (ii) the employees, agents or advisors of such party acting on
behalf of such party.
"Rights Agent" means ChaseMellon Shareholder Services, L.L.C.
"Rights Agreement" means that certain Rights Agreement between the Company
and the Rights Agent dated as of April 4, 1998.
"SEC" means the Securities and Exchange Commission.
"Securities Acts" means the 1933 Act and the 1934 Act.
"Term" means the period commencing on the date this Agreement is executed
and delivered by all of the parties hereto and continuing until midnight on the
day which is two business days before the deadline established by the Bylaw
Notice Provisions for submitting nominations of persons for election to the
Board of Directors of the Company at the 2000 Annual Meeting.
"1999 Annual Meeting" means the Company's annual meeting of shareholders to
be held in 1999.
"2000 Annual Meeting" means the Company's annual meeting of shareholders to
be held in 2000.
2. Board Composition and Related Matters
2.1. The Company agrees that promptly following the execution and
delivery of this Agreement by all of the parties hereto, the Board will appoint
GFC to the Board to serve until the
2
Page 13 of 23 pages
<PAGE>
1999 Annual Meeting. The Company further agrees to propose and support GFC to
stand for election to the Board at the 1999 Annual Meeting and to include GFC in
the Company's 1999 proxy statement. GFC acknowledges and agrees that the
foregoing right is for his exclusive and personal benefit and that, if at any
time GFC becomes unable or unwilling to serve as a member of the Board, the
Company shall have no obligation to nominate, elect or appoint a successor or
replacement to GFC.
2.2 GFC acknowledges and agrees that for so long as he shall serve as a
member of the Board, he shall have all of the same legal obligations as all
other directors of the Company in respect of their service as such under
Washington law, including, but not limited to, (i) the obligation to maintain
the confidentiality of all material nonpublic information that may be disclosed
to GFC or otherwise come into his possession as a director and (ii) the duty to
act in the best interests of all shareholders of the Company.
2.3 Nothing in this Agreement is intended to limit the discretion of the
Board to expand or reduce its size.
2.4 As soon as practicable following the execution of this Agreement by
all parties, the Company shall cause the Rights Agreement to be amended as set
forth in Exhibit 2.4, subject to such changes thereto not inconsistent with the
-----------
substance of Exhibit 2.4 as the Rights Agent shall require, if any.
-----------
3. 1999 Annual Meeting and 2000 Annual Meeting
3.1 The Reporting Persons shall provide to the Company such information as
the Company may from time to time reasonably request for inclusion in materials
to be disseminated in connection with the 1999 Annual Meeting and the 2000
Annual Meeting under the Securities Acts in order to comply with the disclosure
requirements of the Securities Acts. The Reporting Persons represent and warrant
to the Company that such information shall not contain any material misstatement
or omission.
3.2 At any meeting of the shareholders of the Company held during the
Term, the Reporting Persons shall (i) vote, or cause to be voted, all shares of
the Company Voting Securities beneficially owned by the Reporting Persons as of
the appropriate record date for such meeting in favor of the election to the
Board of the persons nominated by the Board for election to the Board at such
meeting (the "Company Nominees"), (ii) with respect to any matter other than the
matter described by clause (i) above and other than any proposal to amend the
articles of incorporation of the Company or any proposal to be voted on by the
shareholders of the Company that would require a two-thirds vote of shareholders
under the Washington Business Corporation Act (Chapter 23B of the Revised Code
of Washington)), (A) vote, or cause to be voted, all shares of the Company
Voting Securities beneficially owned by the Reporting Persons as of the
appropriate record date for such meeting in accordance with the recommendation
of a majority of the Board with respect to any proposal to be voted on by
shareholders at such meeting or (B) vote, or cause to be voted, all shares of
the Company Voting Securities beneficially owned by the Reporting Persons as of
the appropriate record date for such meeting in the same proportion as the
percentage of votes cast by the shareholders of the Company in
3
Page 14 of 23 pages
<PAGE>
favor of, opposing and abstaining from any proposal to be voted on by
shareholders at such meeting, (iii) ensure that all shares of Company Voting
Securities beneficially owned by the Reporting Persons or any of their
respective affiliates are voted and deemed to be present, in person or by proxy,
at any meeting of the shareholders of the Company held during the Term so that
all Company Voting Securities so beneficially owned may be counted for the
purpose of determining the presence of a quorum at each such meeting and (iv)
except as otherwise instructed by the Company, not vote (or cause to be voted)
any shares of the Company Voting Securities beneficially owned by the Reporting
Persons as of the appropriate record date for such meeting in favor of the
removal from the Board of any director.
3.3 As soon as practicable following the execution of this Agreement,
the Company shall issue a press release in the form of Exhibit 3.3 hereto (the
-----------
"Company Press Release"), (ii) the Company shall file with the SEC a Current
Report on Form 8-K to disclose this Agreement in a manner consistent with the
Company Press Release and (iii) the Reporting Persons shall file with the SEC an
amendment to the Schedule 13D (originally filed by the Reporting Persons on
August 29, 1998) to disclose this Agreement in a manner consistent with the
Company Press Release. None of the parties will make any public statement
(including any statement in any filing with the SEC or any other governmental
agency) regarding this Agreement or any event occurring prior to the date hereof
that is inconsistent with, or otherwise contrary to, the statements in the
Company Press Release or that is critical of any other party hereto or its
actions. Nothing herein shall limit, preclude or prevent either the Company or
any Reporting Person from making any public statement regarding this Agreement
or any event occurring prior to the date hereof that is neither inconsistent
with, not otherwise contrary to, the statements in the Company Press Release,
nor critical of any other party hereto or its actions, provided that all such
public statements shall be in compliance with applicable securities laws and
consistent with any such party's fiduciary duties to the Company.
4. Standstill and Related Matters
4.1 Each of the Reporting Persons agrees that, during the Term, neither
such Reporting Person nor its affiliates or associates will, directly or
indirectly, beneficially own any Company Voting Securities exceeding, in the
aggregate among the Reporting Persons (including its affiliates and associates),
19.99% of the Company's then outstanding Company Voting Securities, except
pursuant to any dividends or distributions of Company Voting Securities made on
or to the Company Voting Securities beneficially owned by such Person.
4.2 Provided that the Company is not in material default under this
Agreement, each of the Reporting Persons agrees that, during the Term, unless
such shall have been specifically invited in writing by the Company, neither
such Reporting Person nor any of its affiliates or Representatives will in any
manner, directly or indirectly: (a) effect or seek, offer or propose (whether
publicly or otherwise) to effect, or cause or participate in or in any way
assist any other person to effect or seek, offer or propose (whether publicly or
otherwise) to effect or participate in, (i) any acquisition of any securities
(or beneficial ownership thereof) or assets of the Company or any of its
subsidiaries (except as otherwise expressly provided by Section 2.4 or 4.1 of
this Agreement), (ii) any tender or exchange offer, merger or other business
combination
4
Page 15 of 23 pages
<PAGE>
involving the Company or any of its subsidiaries, (iii) any recapitalization,
restructuring, liquidation, dissolution or other extraordinary transaction with
respect to the Company or any of its subsidiaries, or (iv) any "solicitation" of
"proxies" (as such terms are used in the proxy rules of the SEC) or consents to
vote any voting securities of the Company; (b) form, join or in any way
participate in a "group" (as defined under the 1934 Act) with respect to the
Company (other than with the other Reporting Persons); (c) otherwise act, alone
or in concert with others, to seek to control or influence the management, Board
or policies of the Company, including, without limitation, by (i) initiating or
instituting a shareholder vote for any such purpose or (ii) nominating or
causing others to nominate or otherwise seeking to elect directors of the
Company other than those nominated by the Board; (d) initiate or institute, or
participate in the initiation or institution of any legal, regulatory or
administrative action or proceeding in any court or regulatory or administrative
body of agency with respect to the Company or any of its associates or
Representatives, which action or proceeding in any way contests, or otherwise
seeks to void, the validity of, or the enforceability of any provision of this
Agreement (provided that nothing herein shall prevent the Reporting Persons from
defending any such action or proceeding brought by or on behalf of the Company
or its affiliates or associates); (e) take any action which might force the
Company to make a public announcement regarding any of the types of matters
set forth in (a) above; or (f) enter into any discussions or arrangements with
any third party with respect to any of the foregoing. Each of the Reporting
Persons also agrees during the Term not to request the Company to amend, waive
or terminate any provision of this Agreement (including this sentence).
4.3. GFC further agrees that, following the expiration of the Term, if any
Reporting Person (i) nominates any person (other than GFC) for election to the
Board of Directors of the Company at the 2000 Annual Meeting or submits any
proposal to the Company for consideration at the 2000 Annual Meeting or (ii)
seeks to call, or participates in calling, a special meeting of the shareholders
of the Company, GFC will resign from the Board of Directors of the Company
effective concurrently with the delivery to the Company of such nomination or
proposal, or the initiation of the process of calling of a special meeting, as
the case may be. The Reporting Persons acknowledge and agree that if GFC fails
to resign as required by the preceding sentence, the nomination or proposal, or
the calling of a special meeting, as the case may be, which gives rise to the
obligation to resign will be invalid and not binding in any way on the Company.
Nothing in this Agreement shall constitute a waiver, extension or modification
of the Bylaw Notice Provisions.
5. Certain Representations and Warranties
5.1. The Company represents and warrants to the Reporting Persons that:
(a) its execution, delivery and performance of this Agreement has been approved
by the Board and does not violate its articles of incorporation, bylaws or any
agreement to which it is a party; and (b) this Agreement constitutes a valid and
binding obligation of the Company, enforceable against the Company in accordance
with its terms, except as such enforcement may be limited by bankruptcy,
insolvency or similar laws affecting the enforcement of creditor's rights
generally.
5
Page 16 of 23 pages
<PAGE>
5.2. GFC hereby represents to the Company that: (the execution, delivery
and performance of this Agreement does not violate any agreement to which he is
a party; (b) this Agreement constitutes a valid and binding obligation of GFC,
enforceable against him in accordance with its terms, except as such enforcement
may be limited by bankruptcy, insolvency or similar laws affecting the
enforcement of creditors' rights generally; (c) he has consulted with counsel of
his choice in connection with his decision to enter into and be bound by this
Agreement; and (d) there are no circumstances that would preclude him from
serving as a member of the Board.
5.3. Each of Bisco and the Plan represents and warrants to the Company
that: (a) its respective execution, delivery and performance of this Agreement
has been approved by its board of directors or board of trustees, as the case
may be, and does not violate its respective certificate of incorporation,
bylaws, trust agreement or any other agreement to which it is a party; and (b)
this Agreement constitutes a valid and binding obligation of Bisco or the Plan
(as the case may be), enforceable against Bisco or the Plan (as the case may be)
in accordance with its terms except as such enforcement may be limited by
bankruptcy, insolvency or similar laws affecting the enforcement of creditors'
rights generally.
5.4. Each of the Reporting Persons represents and warrants to the Company
that at the date of this Agreement, the Reporting Persons beneficially own
13.95% of the Company's outstanding Company Voting Securities.
6. Miscellaneous
6.1. This Agreement constitutes the entire agreement of the parties with
respect to its subject matter and supersedes any and all prior representations,
agreements or understandings, whether written or oral, between or among any of
them with respect to such subject matter. This Agreement may be amended only by
a written agreement duly executed by the parties.
6.2. All representations, warranties, covenants and agreements made by the
parties in this Agreement shall survive the date hereof until the end of the
Term.
6.3. This Agreement shall be governed by, and construed in accordance
with, the laws of the State of Washington without regard to its conflict of law
principles. Exclusive jurisdiction to resolve any dispute arising under or in
connection with this Agreement is hereby conferred on the Superior Court of King
County in the State of Washington or, if the dispute involves issues of federal
law or which such Superior Court lacks or declines jurisdiction, on the U.S.
federal district court located in King County, Washington. The Parties hereby
submit to the exclusive jurisdiction of said Courts.
6.4. This Agreement may not be assigned by any party without prior written
consent of the other parties. This Agreement shall be binding upon, and inure to
the benefit of, the respective successors and permitted assigns of the parties;
provided, however, that the provisions of this Agreement relating to the
- -------- -------
nomination of, election to and membership on the Board of GFC are for the
exclusive and personal benefit of GFC.
6
Page 17 of 23 pages
<PAGE>
6.5. In the event of litigation or any other proceeding to enforce any
right or remedy arising from this Agreement, the prevailing party shall be
entitled to its reasonable attorneys' fees and costs.
6.6. Any waiver by any party of a breach of any provision of this Agreement
shall not be deemed to be a waiver of any other breach of such provision or of
any breach of any other provision of this Agreement.
6.7. This Agreement may be executed in counterparts, each of which shall
constitute an original but all of which shall together constitute a single
instrument.
IN WITNESS WHEREOF, this Agreement has been executed by each of the Parties
as of the date first above written.
BISCO INDUSTRIES, INC. GLEN F. CEILEY
By: /s/ Glen F. Ceiley /s/ Glen F. Ceiley
--------------------------- ----------------------------
Glen F. Ceiley, President Glen F. Ceiley, individually
and Chief Executive Officer
BISCO INDUSTRIES PROFIT SHARING DATA I/O CORPORATION
AND SAVINGS PLAN
By: /s/ Glen F. Ceiley By: /s/ David C. Bullis
--------------------------- -------------------------
Glen F. Ceiley, Trustee Dave Bullis, President
and Chief Executive
Officer
7
Page 18 of 23 pages
<PAGE>
EXHIBIT 2.4
- --------------------------------------------------------------------------------
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
- --------------------------------------------------------------------------------
Page 19 of 23 pages
<PAGE>
AMENDMENT NO.1 TO
RIGHTS AGREEMENT
THIS AMENDMENT NO. 1 TO RIGHTS AGREEMENT ("This Amendment") is made as of
--------------
February 9, 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."
1
Page 20 of 23 pages
<PAGE>
2. Except as specifically modified by this Amendment, the Rights
Agreement shall remain in full force and effect in all respects.
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
Attest:
By: _______________________ By: ________________________
David C. Bullis Joel S. Hatlen
President Vice President of Finance and
Chief Financial Officer
CHASEMELLON SHAREHOLDER SERVICES, L.L.C.
By: ___________________________
Dianna Rausch
Vice President
2
Page 21 of 23 pages
<PAGE>
EXHIBIT 3.3
[LETTERHEAD OF DATA I/O CORPORATION]
For further information please contact:
Dave Bullis Joel Harlen
President & CEO VP/Finance
Data I/O Corporation Data I/O Corporation
425/881-6444 425/881-6444
DATA I/O REACHES AGREEMENT WITH BISCO
INDUSTRIES THAT WILL AVOID CONTEST OVER
BOARD REPRESENTATION
Data I/O to Add Bisco's President to its Board and Permit
Bisco to Buy up to 20% of Its Stock; Bisco Agrees to Support
Management for the Next Year Under "Standstill"
Arrangement
REDMOND, WA -- February 10, 1999. Data I/O Corporation (Nasdaq:DAIO) said
today that its has entered into a definitive agreement with Bisco Industries
that will resolve a potential proxy contest in connection with Bisco's request
for two seats on the Data I/O Board. Bisco is a privately-owned distributor of
fasteners and electronic components which has reported ownership of
approximately 14% of Data I/O's stock.
Under the agreement, Bisco's President, Glen F. Ceiley, is being added to
the Data I/O Board immediately and will be renominated at the 1999 Annual
Meeting of Shareholders. The Board, which was recently expanded from four to
five members to accommodate the appointment of Fred Hume, Data I/O's incoming
CEO, will be further expanded to six members to accommodate the appointment of
Mr. Ceiley.
The agreement calls for Bisco to vote its shares of Data I/O Common Stock
in favor of the Board's nominees at all meetings of shareholders during the term
of the agreement and not to pursue any unsolicited attempt to acquire Data I/O
or initiate a proxy contest. These "standstill" restrictions will expire two
business days before Data I/O's bylaw deadline for nominating directors in
connection with the year 2000 Annual Meeting of Shareholders. If Bisco decides
to nominate directors or propose other business at that Meeting, Mr. Ceiley will
be required to resign from the Data I/O Board immediately.
Page 22 of 23 Pages
<PAGE>
Under the agreement, Data I/O has given Bisco permission to acquire (but
not to transfer to a third party) up to 19.99% of its Common Stock without
triggering the Company's Shareholder Rights Plan, which has a 15% trigger legal.
Bisco currently owns approximately 14%.
"This agreement is good news for our shareholders," said Fred Hume, Data
I/O's incoming CEO. "It gives our largest shareholder appropriate Board
representation on terms that avoid a potentially disruptive proxy contest.
Management stability is essential to my goal of consolidating the
achievements of my predecessor Dave Bullis in building for the Company's
future. A contest over Board representation could have made my job much
more difficult. Now, I look forward to working with the entire Board,
including Mr. Ceiley, in the next phase of the Company's development.
Bisco's interest in increasing its investment in the Company is a welcome
gesture of confidence in our future."
The definitive agreement between Data I/O and Bisco will shortly be filed
with the Securities and Exchange Commission.
About Data I/O
The market leader for more than 25 years, Data I/O Corporation is the world
leader in device programming and handling solutions, providing the most
comprehensive product offering from design through manufacturing of programmable
integrated circuits. It is the first device programming systems supplier to
receive ISO 9001 certification. The company, which is publicly traded
(NASDAQ:DAIO), is headquartered in Redmond, Wash., and has sales and support
offices worldwide. The company's worldwide web address is
http://www.data-io.com.
###
Page 23 of 23 pages
