<PAGE>
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
------------------------------------
SCHEDULE 13D (AMENDMENT NO.7)
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)
January 4, 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 18 Pages
Exhibit Index on Page 7.
<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 0
Owned By
Each 8. Shared Voting Power
Reporting
Person 968,425 shares of Common Stock (See Item 5)
With
9. Sole Dispositive Power
0
10. Shared Dispositive Power
968,425 shares of Common Stock (See Item 5)
11. Aggregate Amount Beneficially Owned by Each Reporting Person
968,425 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)
13.47%
14. Type of Reporting Person
IN
Page 2 of 18 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 571,600 shares of Common Stock (See Item 5)
Owned By
Each
Reporting 8. Shared Voting Power
Person
With 0
9. Sole Dispositive Power
571,600 shares of Common Stock (See Item 5)
10. Shared Dispositive Power
0
11. Aggregate Amount Beneficially Owned by Each Reporting Person
571,600 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)
7.95%
14. Type of Reporting Person
CO
Page 3 of 18 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 18 Pages
<PAGE>
Item 1. Security and Issuer
-------------------
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
-----------------------
Item 2 to Schedule 13D is amended as follows:
(a)-(c), (f). This Amendment NO. 7 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,
except that Bisco is subject to a Cease-And-Desist order which is attached as
Exhibit 2 to this Schedule 13D.
Item 3. Source and Amount of Funds or Other Consideration
-------------------------------------------------
Bisco purchased 571,600 shares for a total consideration of
$1,230,442.54. 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.
Page 5 of 18 Pages
<PAGE>
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 18 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 January 4, 1999 the Reporting
Persons owned in the aggregate, 968,425 Shares, which represent approximately
13.47% 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 January 4, 1999, Mr. Ceiley beneficially
owned an aggregate of 968,425 Shares, of which 571,600 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
January 6, 1999 12
Exhibit 2. Cease-And-Desist Order 13
Page 7 of 18 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 6, 1999
Glen F. Ceiley
--------------------------
Name: Glen F. Ceiley
Page 8 of 18 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 6, 1999
Bisco Industries, Inc.
Glen F. Ceiley
---------------------------------
Name: Glen F. Ceiley
Title: President
Page 9 of 18 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 6, 1999
Bisco Industries, Inc.
Profit Sharing And Savings Plan
Glen F. Ceiley
_______________________________
Name: Glen F. Ceiley
Title: Trustee
Page 10 of 18 Pages
<PAGE>
SCHEDULE 1
The Reporting Persons have engaged in the following transactions in Shares since
December 16, 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>
17-DEC-98 18,400 1.7792 BISCO
18-DEC-98 3,400 1.75 BISCO
21-DEC-98 4,000 1.75 BISCO
22-DEC-98 7,000 1.7438 BISCO
23-DEC-98 3,800 1.7286 BISCO
24-DEC-98 7,800 1.7195 BISCO
28-DEC-98 1,200 1.6875 BISCO
29-DEC-98 10,000 1.7375 BISCO
30-DEC-98 7,200 1.7483 BISCO
31-DEC-98 8,800 1.7230 BISCO
04-JAN-99 7,000 1.75 BISCO
</TABLE>
* Excluding commissions
Page 11 of 18 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
January 6, 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 12 of 18 Pages
<PAGE>
EXHIBIT 2
UNITED STATES OF AMERICA
Before the
SECURITIES AND EXCHANGE COMMISSION
SECURITIES EXCHANGE ACT OF 1934
Release No.
ADMINISTRATIVE PROCEEDING
File No.
- --------------------------------
In the Matter of : ORDER INSTITUTING PUBLIC
: ADMINISTRATIVE PROCEEDINGS
: PURSUANT TO SECTION 21C OF
BISCO INDUSTRIES, INC. : THE SECURITIES EXCHANGE ACT OF
: 1934, MAKING FINDINGS, AND
: IMPOSING A CEASE-AND-DESIST
: ORDER
:
Respondent. : ------------------------------
- --------------------------------
I.
The Securities and Exchange Commission ("Commission") deems it appropriate
that public administrative proceedings be, and hereby are, instituted pursuant
to Section 21C of the Securities Exchange Act of 1934 ("Exchange Act") against
Bisco Industries, Inc. (hereinafter "Bisco").
II.
In anticipation of the institution of these administrative proceedings, the
Respondent has submitted an Offer of Settlement (hereinafter the "Offer") which
the Commission has determined to accept. Solely for the purpose of these
proceedings and any other proceedings brought by or on behalf of the Commission
or in which the Commission is a party, and without admitting or denying the
findings set forth herein, Respondent consents to the entry of this Order
Instituting Public Administrative Proceedings Pursuant to Section 21C of the
Exchange Act of 1934, Making Findings, and Imposing A Cease-and-Desist Order
(hereinafter the "Order").
Page 13 of 18 Pages
<PAGE>
III.
On the basis of this Order and the Respondent's Offer, the Commission makes
the following findings:
A. Summary
-------
This matter arises under Rule 10b-13 of the Exchange Act, which prohibits,
among other things, any person who makes a cash tender offer for an equity
security from, directly or indirectly, purchasing that security otherwise than
pursuant to its tender offer.
Bisco, a privately-held, California-based company engaged in the business
of distributing fasteners and electronic components, violated Rule 10b-13 of
the Exchange Act by, directly and indirectly, purchasing 336,100 shares of
Family Steak Houses of Florida, Inc. ("Family Steak") during the pendency of a
cash tender offer it had made for Family Steak.
Bisco purchased Family Steak shares in two market purchases and one off the
market transaction. These purchases were made in Bisco's own account and in the
account of Bisco's owner and president. The last and largest purchase,
executed on May 19, 1997, was a purchase for Bisco's own account. In that
transaction, Bisco purchased 330,800 shares -- approximately 3% of the total
outstanding shares of family Steak -- in a privately-negotiated transaction
with a Family Steak investor.
B. Respondent
----------
During all relevant times, Bisco was a privately-held company incorporated
in Illinois in 1974, engaged in the distribution of fasteners and electronic
components. The company's principal place of business is located in Orange,
California.
C. Facts
-----
1. Bisco's Tender Offer for Family Steak
-------------------------------------
On March 6, 1997, Bisco filed with the Commission a tender offer on
Schedule 14D-1 in which the company offered to purchase up to 2,600,000 shares
of Family Steak at $0.90 per share in cash (the "Tender offer"). Family Steak is
a Florida corporation that owns a chain of 25 restaurants in Florida operating
under the name "Ryan's Family Steak House." The Tender Offer was originally
scheduled to expire an April 4, 1997. However, that date was extended several
times and, eventually, the offer was extended to October 30, 1997.
2
Page 14 of 18 pages
<PAGE>
Bisco's Tender Offer was conditioned on, among other things, its
determination that the Florida Control Share Act ("Control Act") -- which
removes the voting rights from all shares purchased pursuant to a "control share
acquisition" -- was inapplicable to the shares purchased pursuant to the Tender
Offer./1/ On March 19, 1997, the Board of Directors of Family Steak announced
that it recommended that shareholders reject the Tender Offer. The Family Steak
Board also refused to confer voting rights on shares that Bisco purchased in the
Tender Offer. In fact, the Board passed a "Rights Agreement" on March 18,
1997, designed to serve as a "poison pill" to deter Bisco's Tender Offer. As a
further anti-takeover measure, the Board of Family Steak adopted new corporate
bylaws that made changes in corporate control more difficult.
In response to Family Steak's actions, Bisco filed a consent solicitation
statement on April 30, 1997, for shareholder consents to nullify the poison
pill, repeal the new bylaws, and amend Family Steak's existing bylaws to waive
the applicability of the Control Act to the Tender Offer. Bisco, however, did
not receive enough shareholder consents to waive the applicability of the
Control Act. As a result, Bisco filed an amended Schedule 13D on July 24, 1997,
disclosing that on that day, it had made a written demand to Family Steak for a
special meeting of shareholders to vote in directors who would confer voting
rights on shares that Bisco purchased in the Tender Offer.
On September 26, 1997, approximately one month before its Tender Offer was
to expire, Bisco announced it was withdrawing its offer. As a result, Bisco did
not purchase any of the 2,237,548 shares that had been tendered into its offer
as of that date.
2. Bisco's Purchase of 336,100 Shares of
Family Steak Outside the Tender Offer
-------------------------------------
Bisco, directly and indirectly, purchased Family Steak common stock during
the pendency of its Tender Offer. These purchases were done both in and off the
market. Bisco's
______________
/1/ Under the Control Act, Bisco could not obtain voting rights for its
shares purchased in the Tender Offer unless either (1) the Family Steak Board of
Directors agreed to confer voting rights on those shares, or (2) a majority of
Family Steak's disinterested shareholders waived the applicability of the
Control Act to control share acquisitions of shares of the Company.
3
Page 15 of 18 pages
<PAGE>
president decided to purchase Family Steak stock on these occasions in order to
increase Bisco's holdings in Family Steak./2/
On April 7, 1997, Bisco's president purchased 5,000 shares of Family Steak
for his own account in the NASDAQ market for $0.75 per share. On April 9, 1997,
Bisco's president purchased another 300 shares in the NASDAQ market for his own
account for $0.75 per share.
The third purchase of Family Steak common stock outside the Tender Offer,
executed on May 19, 1997, was substantially larger than the two earlier
transactions. On that day, Bisco purchased 330,800 shares of Family Steak
(totaling approximately 3% of all outstanding shares), at $0.90 a share. This
purchase was made in a privately-negotiated transaction with a large Family
Steak shareholder and was executed away from the market./3/
The shareholder was aware of the existing Tender Offer and approached
Bisco's president in April 1997, to determine whether Bisco was interested in
purchasing his shares of Family Steak. During a dinner meeting in Phoenix,
Arizona, which was arranged to gain the shareholder's support of Bisco's efforts
to acquire Family Steak, the shareholder told Bisco's president that he did not
want to wait until the Tender Offer closed to sell his shares because he had
another business opportunity for which he immediately needed cash.
Bisco's president consulted the company's securities counsel about the
possible transaction with the large Family Steak shareholder. After being
advised that the transaction could be completed, Bisco purchased the shares.
This transaction, and the transactions in the NASDAQ market noted above
(concerning which Bisco did not consult counsel), were reported timely by Bisco
in its Schedule 13D filings with the Commission.
D. Violations
----------
Rule 10b-13 of the Exchange Act prohibits, among other things, any person
who makes a cash tender offer for any equity security from, directly or
indirectly, purchasing, or making any arrangement to purchase, any such security
otherwise than pursuant to the tender offer. The prohibition on purchases
extends from the time the tender offer is publicly announced
____________________
/2/ Bisco's president had the sole power to vote and dispose of the shares
he owned individually and the sole power to vote and dispose of the shares Bisco
owned.
/3/ At the time of this purchase, approximately 2.2 million shares had been
tendered into Bisco's Tender Offer.
4
Page 16 of 18 pages
<PAGE>
until the expiration of the period during which securities tendered pursuant to
the tender offer may, by the terms of such offer (or the terms of any extension
of the offer), be accepted or rejected. The purpose of Rule 10b-13 is, inter
-----
alia, to safeguard the interests of persons who have tendered their securities
- ----
in response to a tender offer. See Exchange Act Release No. 8712, October 8,
---
1969 (adopting release).
Bisco's direct and indirect purchases of 336,100 shares of Family Steak
outside its Tender Offer violated Rule 10b-13 of the Exchange Act. Bisco's
purchases did not comply with the unambiguous terms of Rule 10b-13 and unfairly
treated those Family Steak shareholders who had tendered into Bisco's offer by
conferring a number of special benefits to those shareholders who sold to Bisco
outside the Tender Offer.
First, those who tendered into Bisco's Tender Offer were subjected to the
risk, which became a reality on September 26, 1997, that Bisco would withdraw
its offer and not buy any of their shares. Those who sold to Bisco outside the
Tender Offer faced no such risk.
Second, those who tendered into Bisco's offer had to await the outcome of
the tender offer or withdraw their tendered shares. Those who sold to Bisco
outside the Tender Offer, however, received immediate cash for their stock early
in the Tender Offer.
Third, Bisco conferred a financial benefit upon the large Family Steak
shareholder that it did not confer upon any other shareholder. The two purchases
Bisco made outside the Tender Offer in the NASDAQ market were executed at market
price which, at the time, was below the Tender Offer price of $0.90 a share./4/
Bisco's purchase of 330,800 shares from the large Family Steak shareholder,
however, was done at the Tender Offer price of $0.90 which, at a time, was $0.09
above Family Steak's market price. As a result, Bisco paid this investor a $0.09
a share premium over the market price for his stock, something it did not do for
any other Family Steak shareholder.
Fourth, even though Bisco withdrew its Tender Offer on September 26, 1997,
during the pendency of the Tender Offer, those who had tendered into Bisco's
offer were subject to the risk of proration. Those who sold to Bisco outside
the Tender
____________
/4/ Family Steak only closed above $0.90 a share on 10 of the 144 days the
Tender Offer was open. The stock reached a high of $1.00 on March 7, 1997, the
day after the Tender Offer was made. After that, the price only closed above
$0.90 a share on nine days, all in March 1997, closing at $0.90625 seven times
and $0.9375 twice.
5
Page 17 of 18 pages
<PAGE>
Offer, however, were not. Finally, Bisco's purchases allowed it to raise its
own position in Family Steak to over 1,000,000 shares, creating the potential
that Bisco would need to purchase fewer shares through its Tender Offer.
IV.
Based on the foregoing, the Commission deems it appropriate to accept the
Respondent's Offer and to impose a Cease-and-Desist Order as specified in the
Offer.
Accordingly, IT IS HEREBY ORDERED, pursuant to Section 21C of the Exchange
Act, that Bisco cease-and-desist from committing or causing any violation, and
any future violations, of Rule 10b-13 of the Exchange Act.
By the Commission.
_________________________
Jonathan G. Katz
Secretary
6
Page 18 of 18 pages
