<PAGE>
As filed with the Securities and Exchange Commission on October 16, 1996.
REGISTRATION NO. 333-_______
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
___________________
FORM S-8
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
___________________
INPUT/OUTPUT, INC.
(Exact name of registrant as specified in its charter)
DELAWARE 22-2286646
(State or other jurisdiction (I.R.S. Employer
of incorporation or organization) Identification Number)
11104 WEST AIRPORT BOULEVARD
STAFFORD, TEXAS 77477
(713) 933-3339
(Address, including zip code, and telephone number, including area code, of
registrant's principal executive offices)
___________________
INPUT/OUTPUT, INC. 1996 NON-EMPLOYEE DIRECTOR STOCK OPTION PLAN
(Full Title of Plan)
GARY D. OWENS
INPUT/OUTPUT, INC.
11104 WEST AIRPORT BOULEVARD
STAFFORD, TEXAS 77477
(713) 933-3339
(Name, address, including zip code, and telephone number,
including area code, of agent for service)
WITH COPIES TO:
HAYNES AND BOONE, L.L.P.
1000 LOUISIANA, SUITE 4300
HOUSTON, TEXAS 77002
ATTN: MARC H. FOLLADORI
(713) 547-2000
___________________
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
PROPOSED
MAXIMUM PROPOSED MAXIMUM AMOUNT OF
TITLE OF AMOUNT TO BE OFFERING PRICE AGGREGATE OFFERING REGISTRATION
SECURITIES TO BE REGISTERED REGISTERED(1)(2) PER SHARE(2) PRICE(2) FEE
<S> <C> <C> <C> <C>
Common Stock, par value $0.01 per share 400,000 shares $28.00 $11,200,000.00 $3,395.00
</TABLE>
(1) Pursuant to Rule 416(a), also registered hereunder is an indeterminate
number of shares of Common Stock issuable as a result of the anti-dilution
provisions of the Plan.
(2) The 400,000 shares registered hereby represent shares issuable pursuant
to the Input/Output, Inc. 1996 Non-Employee Director Stock Option Plan.
With respect to the shares registered hereby, the offering price per share,
the aggregate offering price and the registration fee have been calculated
in accordance with paragraphs (c) and (h)(1) of Rule 457 on the basis of the
average high and low sale prices for the Company's Common Stock on October
14, 1996, as reported on the New York Stock Exchange composite tape ($28.00
per share).
<PAGE>
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE.
The contents of the following documents filed by Input/Output, Inc., a
Delaware corporation (the "Company"), with the Securities and Exchange
Commission (the "Commission") are incorporated into this registration
statement ("Registration Statement") by reference:
(a) The Company's Annual Report, dated July 12, 1996, as filed with the
Commission on Form 10-K, File No. 1-13402, for the fiscal year ended May 31,
1996;
(b) All other reports filed pursuant to Section 13(a) or 15(d) of the
Securities Exchange Act of 1934, as amended (the "Exchange Act"), since May
31, 1996; and
(c) The description of the Company's common stock, par value $0.01 per
share (the "Common Stock"), contained in the Company's registration statement
on Form 8-A filed under Section 12(b) of the Exchange Act dated October 14,
1994.
All documents filed by the Company with the Commission pursuant to
Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act subsequent to the
filing date of this Registration Statement and prior to the filing of a
post-effective amendment to this Registration Statement which indicates that
all securities offered have been sold or which deregisters all securities
then remaining unsold shall be deemed to be incorporated by reference in this
Registration Statement and to be a part hereof from the date of filing such
documents. The Company will provide, without charge, each participant in the
Company's 1996 Non-Employee Director Stock Option Plan (the "Plan"), upon
written or oral request of such person, a copy (without exhibits, unless such
exhibits are specifically incorporated by reference) of any or all of the
documents incorporated by reference pursuant to this Item 3.
ITEM 4. DESCRIPTION OF SECURITIES.
Not applicable.
ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL.
Not applicable.
ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
Section 145 of the Delaware General Corporation Law permits a
corporation to indemnify any person who was or is a party or is threatened to
be made a party to any threatened, pending or completed action, suit or
proceeding, whether civil, criminal, administrative or investigative, by
reason of the fact that he is or was a director, officer, employee or agent
of the corporation or is or was serving at the request of the corporation as
a director, officer, employee or agent of another corporation, partnership,
joint venture, trust or other enterprise, against expenses, judgments, fines
and amounts paid in settlement actually and reasonably incurred by him in
connection with such action.
In an action brought to obtain a judgment in the corporation's favor,
whether by the corporation itself or derivatively by a stockholder, the
corporation may only indemnify for expenses, including attorney's fees,
actually and reasonably incurred in connection with the defense or
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<PAGE>
settlement of such action, and the corporation may not indemnify for amounts
paid in satisfaction of a judgment or in settlement of the claim. In any
such action, no indemnification may be paid in respect of any claim, issue or
matter as to which such person shall have been adjudged liable to the
corporation except as otherwise approved by the Delaware Court of Chancery or
the court in which the claim was brought. In any other type of proceeding,
the indemnification may extend to judgments, fines and amounts paid in
settlement, actually and reasonably incurred in connection with such other
proceeding, as well as to expenses.
The statute does not permit indemnification unless the person seeking
indemnification has acted in good faith and in a manner reasonably believed
to be in, or not opposed to, the best interests of the corporation and, in
the case of criminal actions or proceedings, the person had no reasonable
cause to believe his conduct was unlawful. The statute contains additional
limitations applicable to criminal actions and to actions brought by or in
the name of the corporation. The determination as to whether a person
seeking indemnification has met the required standard of conduct is to be
made (1) by a majority vote of the disinterested directors, even though less
than a quorum, (2) if there are no disinterested directors or if the
disinterested directors so direct, by independent legal counsel in a written
opinion, or (3) by the stockholders.
The Company's Bylaws require the Company to indemnify its directors,
officers, employees, and agents to the fullest extent permitted under
Delaware law. The company's Certificate of Incorporation also requires the
Company to indemnify its directors and officers to the fullest extent
permitted under Delaware law. The Company's Certificate of Incorporation
provides that a director of the corporation shall not be held personally
liable to the corporation or its shareholders for monetary damages for breach
of a director's fiduciary duty of care, except that a director shall continue
to be held personally liable for (i) breach of the duty of loyalty, (ii)
failure to act in good faith, (iii) engaging in intentional misconduct or
knowingly violating a law, (iv) paying a dividend or approving a stock
repurchase which was illegal under Delaware law, or (v) obtaining an improper
personal benefit.
The Company has purchased insurance on behalf of its directors and
officers against certain liabilities that may be asserted against, or
incurred by, such persons in their capacities as directors or officers of the
registrant, or that may arise out of their status as directors or officers of
the registrant, including liabilities under the federal and state securities
laws.
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED.
Not applicable.
ITEM 8. EXHIBITS.
Exhibit Description
- ------- -----------
4.1 Specimen certificate for shares of the Company's common
stock, par value $0.01 per share. Exhibit F to the Company's
Registration Statement on Form 8-A dated October 14, 1994, is
incorporated herein by reference.
4.2 The Company's 1996 Non-Employee Director Stock Option Plan.
5.1 Opinion of Haynes and Boone, L.L.P.
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23.1 Consent of KPMG Peat Marwick LLP.
23.2 Consent of Haynes and Boone, L.L.P. (included in Exhibit
5.1 opinion).
24.1 Power of Attorney (included on the signature page hereto).
ITEM 9. UNDERTAKINGS.
A. UNDERTAKING TO UPDATE
The undersigned registrant hereby undertakes:
(1) To file, during any period in which offers or sales are
being made, a post-effective amendment to this registration statement:
(i) To include any prospectus required by section 10(a)(3)
of the Securities Act of 1933;
(ii) To reflect in the prospectus any facts or events
arising after the effective date of the registration statement
(or the most recent post-effective amendment thereof) which,
individually or in the aggregate, represent a fundamental change
in the information set forth in the registration statement;
(iii) To include any material information with respect to
the plan of distribution not previously disclosed in the
registration statement or any material change to such information
in the registration statement;
PROVIDED, HOWEVER, that paragraphs (a)(1)(i) and (a)(1)(ii) do not
apply if the information required to be included in a post-effective
amendment by those paragraphs is contained in periodic reports filed
by the registrant pursuant to Section 13 or Section 15(d) of the
Securities Exchange Act of 1934 that are incorporated by reference in
the registration statement.
(2) That, for the purpose of determining any liability under
the Securities Act of 1933, each such post-effective amendment
shall be deemed to be a new registration statement relating to the
securities offered therein, and the offering of such securities at
that time shall be deemed to be the initial bona fide offering
thereof.
(3) To remove from registration by means of a post-effective
amendment any of the securities being registered which remain
unsold at the termination of the offering.
B. UNDERTAKING WITH RESPECT TO DOCUMENTS INCORPORATED BY REFERENCE
The undersigned registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act of 1933, each
filing of the registrant's annual report pursuant to Section 13(a)
or Section 15(d) of the Securities Exchange Act of 1934 that is
incorporated by reference in the registration statement shall be
deemed to be a new registration statement relating to the
securities offered therein, and the offering of such securities at
that time shall be deemed to be the initial BONA FIDE offering
thereof.
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<PAGE>
C. UNDERTAKING WITH RESPECT TO DELIVERY OF DOCUMENTS
(1) The undersigned registrant hereby undertakes to deliver
or cause to be delivered with the documents constituting the
prospectus to each participant to whom such prospectus is sent or
given, a copy of the registrant's annual report to stockholders for
its last fiscal year, unless such participant otherwise has
received a copy of such report in which case the registrant shall
state in such prospectus that it will promptly furnish, without
charge, a copy of such report on written request of the participant.
(2) The undersigned registrant hereby undertakes to transmit
or cause to be transmitted to all participants who do not otherwise
receive such material as stockholders of the registrant, at the
time and in the manner such material is sent to its stockholders,
copies of all reports, proxy statements and other communications
distributed to its stockholders generally.
D. UNDERTAKING WITH RESPECT TO INDEMNIFICATION
Insofar as indemnification for liabilities arising under the
Securities Act of 1933 may be permitted to directors, officers and
controlling persons of the registrant pursuant to the foregoing
provisions, or otherwise, the registrant has been advised that in
the opinion of the Securities and Exchange Commission such
indemnification is against public policy as expressed in the Act
and is, therefore, unenforceable. In the event that a claim for
indemnification against such liabilities (other than the payment by
the registrant of expenses incurred or paid by a director, officer
or controlling person of the registrant in the successful defense
of any action, suit or proceeding) is asserted by such director,
officer or controlling person in connection with the securities
being registered, the registrant will, unless in the opinion of its
counsel the matter has been settled by controlling precedent,
submit to a court of appropriate jurisdiction the question whether
such indemnification by it is against public policy as expressed in
the Act and will be governed by the final adjudication of such
issue.
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<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the
Registrant certifies that it has reasonable grounds to believe that it meets
all the requirements for filing on Form S-8 and has duly caused this
Registration Statement to be signed on its behalf by the undersigned,
thereunto duly authorized in the City of Stafford, State of Texas, on October
10, 1996.
INPUT/OUTPUT, INC.
By: /s/ Robert P. Brindley
-----------------------------------------
Robert P. Brindley
Senior Vice President, Chief Financial Officer and Secretary
(Principal Financial Officer)
POWER OF ATTORNEY
Each of the undersigned hereby appoints Gary D. Owens and Robert P.
Brindley and each of them (with full power to act alone), as attorney and
agents for the undersigned, with full power of substitution, for and in the
name, place and stead of the undersigned, to sign and file with the
Securities and Exchange Commission under the Securities Act of 1933 any and
all amendments and exhibits to this Registration Statement and any and all
applications, instruments and other documents to be filed with the Securities
and Exchange Commission pertaining to the registration of the securities
covered hereby, with full power and authority to do and perform any and all
acts and things whatsoever requisite or desirable.
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities indicated on October 10, 1996.
SIGNATURE TITLE
- --------- -----
/s/ Charles E. Selecman
- ---------------------------- Director, Chairman of the Board of Directors
Charles E. Selecman
/s/ Gary D. Owens Director, President and
- ---------------------------- Chief Executive Officer
Gary D. Owens (Principal Executive Officer)
/s/ Robert P. Brindley Director, Senior Vice President, Chief Financial
- ---------------------------- Officer and Secretary (Principal
Robert P. Brindley Financial and Accounting Officer)
/s/ Michael J. Sheen Director, Senior Vice President and Chief
- ---------------------------- Technical Officer
Michael J. Sheen
/s/ Shelby H. Carter, Jr. Director
- ----------------------------
Shelby H. Carter, Jr.
/s/ Ernest E. Cook Director
- ----------------------------
Ernest E. Cook
/s/ Glen H. Denison Director
- ----------------------------
Glen H. Denison
/s/ Theodore H. Elliott, Jr. Director
- ----------------------------
Theodore H. Elliott, Jr.
/s/ Dr. Peter T. Flawn Director
- ----------------------------
Dr. Peter T. Flawn
/s/ G. Thomas Graves III Director
- ----------------------------
G. Thomas Graves III
<PAGE>
INDEX TO EXHIBITS
Exhibit Description
4.1 Specimen certificate for shares of the Company's common stock, par
value $0.01 per share. Exhibit F to the Company's Registration
Statement on Form 8-A dated October 14, 1994, is incorporated
herein by reference.
4.2 The Company's 1996 Non-Employee Director Stock Option Plan.
5.1 Opinion of Haynes and Boone, L.L.P.
23.1 Consent of KPMG Peat Marwick, LLP.
23.2 Consent of Haynes and Boone, L.L.P. (included in Exhibit 5.1 opinion).
24.1 Power of Attorney (included on the signature page hereto).
<PAGE>
EXHIBIT 4.2
INPUT/OUTPUT, INC.
1996 NON-EMPLOYEE DIRECTOR STOCK OPTION PLAN
PURPOSE
The purpose of the Plan is to promote the long-term growth of the Company
by increasing the proprietary interest of Non-Employee Directors in the Company,
and to attract and retain highly qualified and capable Non-Employee Directors by
allowing these Non-Employee Directors to participate in the long-term growth and
financial success of the Company.
ARTICLE I
DEFINITIONS
For the purpose of this Plan, unless the context requires otherwise, the
following terms shall have the meanings indicated:
1.1 "Board" means the board of directors of the Company.
1.2 "Change in Control" means the occurrence of any of the following
events: (i) there shall be consummated any merger or consolidation pursuant to
which shares of the Company's Common Stock would be converted into cash,
securities or other property, or any sale, lease, exchange or other disposition
(excluding disposition by way of mortgage, pledge or hypothecation), in one
transaction or a series of related transactions, of all or substantially all of
the assets of the Company (a "Business Combination"), in each case unless,
following such Business Combination, the holders of the outstanding Common Stock
immediately prior to such Business Combination beneficially own, directly or
indirectly, more than 51% of the outstanding common stock or equivalent equity
interests of the corporation or entity resulting from such Business Combination
(including, without limitation, a corporation which as a result of such
transaction owns the Company or all or substantially all of the Company's assets
either directly or through one or more subsidiaries) in substantially the same
proportions as their ownership, immediately prior to such Business Combination,
of the outstanding Common Stock, (ii) the stockholders of the Company approve
any plan or proposal for the complete liquidation or dissolution of the Company,
(iii) any "person" (as such term is defined in Section 3(a)(9) or
Section 13(d)(3) under the 1934 Act) or any "group" (as such term is used in
Rule 13d-5 promulgated under the 1934 Act), other than the Company, any
successor to the Company or any Subsidiary or any employee benefit plan of the
Company or any Subsidiary (including such plan's trustee), becomes a beneficial
owner for purposes of Rule 13d-3 promulgated under the 1934 Act, directly or
indirectly, of securities of the Company representing 40% or more of the
Company's then outstanding securities having the right to vote in the election
of directors, or (iv) during any period of two consecutive years, individuals
who, at the beginning of such period constituted the entire Board, cease for any
reason (other than death) to constitute a majority of the directors, unless the
election, or the nomination for election by the Company's stockholders, of each
new director was approved by a vote of at least a majority of the directors then
still in office who were directors at the beginning of the period.
1.3 "Code" means the Internal Revenue Code of 1986, as amended.
1.4 "Common Stock" means the common stock which the Company is currently
authorized to issue or may in the future be authorized to issue.
1.5 "Company" means Input/Output, Inc., a Delaware corporation.
<PAGE>
1.6 "Date of Grant" means the effective date on which an option is awarded
to a Participant as set forth in the relevant stock option agreement.
1.7 "Fair Market Value" of the Company's shares of Common Stock means (i)
the closing sale price per share on the principal securities exchange on which
the Common Stock is traded (or if there is no sale on the relevant date, then on
the last previous day on which a sale was reported), or (ii) the mean between
the closing or average (as the case may be) bid and asked prices per share of
Common Stock on the over-the-counter market, whichever is applicable.
1.8 "First Grant" shall have the meaning set forth in Section 4.2 hereof.
1.9 "1934 Act" means the Securities Exchange Act of 1934, as amended.
1.10 "Non-Employee Director" means a director of the Company who is not an
employee of the Company or any Subsidiary.
1.11 "Nonqualified Stock Option" or "Stock Option" means an option to
purchase shares of Common Stock granted to a Participant pursuant to Article IV
and which is not intended to qualify as an incentive stock option under Section
422 of the Code.
1.12 "Participant" means any Non-Employee Director who is, or who is
proposed to be, a recipient of a Stock Option pursuant to the terms of this
Plan.
1.13 "Plan" means the Input/Output, Inc. Non-Employee Director Stock Option
Plan, as it may be amended from time to time.
1.14 "Second Grant" shall have the meaning set forth in Section 4.2 hereof.
1.15 "Stock Dividend" means a dividend or other distribution declared on
the shares of Common Stock payable in (i) capital stock of the Company or any
Subsidiary of the Company, or (ii) rights, options or warrants to receive or
purchase capital stock of the Company or any Subsidiary of the Company, or
(iii) securities convertible into or exchangeable for capital stock of the
Company or any Subsidiary of the Company, or (iv) any capital stock received
upon the exercise, or with respect to, the foregoing.
1.16 "Subsidiary" means any corporation in an unbroken chain of
corporations beginning with the Company if, at the time of granting of the Stock
Option, each of the corporations other than the last corporation in the unbroken
chain owns stock possessing 50% or more of the total combined voting power of
all classes of stock in one of the other corporations in the chain, and
"Subsidiaries" means more than one of any such corporations.
1.17 "Third Grant" shall have the meaning set forth in Section 4.2 hereof.
ARTICLE II
ADMINISTRATION
Subject to the terms of this Article II, the Plan shall be administered by
the Compensation Committee (the "Committee") of the Board, which shall consist
of at least two members. Any member of the Committee may be removed at any
time, with or without cause, by resolution of the Board. Any vacancy occurring
in the membership of the Committee may be filled by appointment by the Board.
Each member of the Committee, at the time of his appointment to the Committee
and while he is a member thereof, must be a
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"disinterested person", as that term is defined in Rule 16b-3 promulgated
under the 1934 Act, and an "outside director" under Section 162(m) of the
Code.
The Board shall select one of its members to act as the Chairman of the
Committee, and the Committee shall make such rules and regulations for its
operation as it deems appropriate. A majority of the Committee shall constitute
a quorum, and the act of a majority of the members of the Committee present at a
meeting at which a quorum is present shall be the act of the Committee.
The Committee shall have full authority and responsibility to administer
the Plan, including authority to interpret and construe any provision of the
Plan and to adopt such rules and regulations for administering the Plan as it
may deem necessary. Except as provided below, any interpretation,
determination, or other action made or taken by the Committee shall be final,
binding, and conclusive on all interested parties, including the Company and all
Participants.
ARTICLE III
SHARES SUBJECT TO THE PLAN
Subject to the provisions of Articles X and XI of the Plan, the aggregate
number of shares which may be issued to Participants under grants of Stock
Options made by the Committee under the Plan shall not exceed 400,000. In the
event that shares of Common Stock are delivered to the Company in full or
partial payment of the exercise price for the exercise of a stock option granted
under the Plan in accordance with Article V of this Plan, the number of shares
available for future grants of options under the Plan shall be reduced only by
the net number of shares issued upon the exercise of the option.
Shares to be distributed and sold may be made available from either
authorized but unissued Common Stock or Common Stock held by the Company in its
treasury. Shares that by reason of the expiration or unexercised termination of
a Stock Option are no longer subject to purchase may be reoffered under the
Plan.
ARTICLE IV
NON-ELECTIVE STOCK OPTION GRANTS
4.1 ELIGIBILITY. Only Non-Employee Directors serving as such as of the
Date of Grant shall be eligible to receive grants of Stock Options under this
Plan.
4.2 GRANT OF STOCK OPTIONS. On the first business day of November 1996,
each person who is a then a Non-Employee Director shall be granted a
Nonqualified Stock Option to purchase 20,000 shares of Common Stock.
Thereafter, on the first business day of November 1997, each such Non-Employee
Director shall be granted a Nonqualified Stock Option to purchase 10,000 shares
and on the first business day of November 1998, each such Non-Employee Director
shall be granted a Nonqualified Stock Option to purchase 10,000 shares.
With respect to any Non-Employee Director who joins the Board after the
first business day of November 1996, on that date on which such person is first
elected or otherwise commences serving as a Non-Employee Director, such person
shall be granted a Nonqualified Stock Option to purchase 20,000 shares.
Thereafter, on the first business day of the immediately succeeding November
following such date, such Non-Employee Director shall be granted a Nonqualified
Stock Option to purchase 10,000 shares, and on the first business day of the
November immediately succeeding the date that such 10,000-share Stock Option was
granted, such Non-Employee Director shall be granted an additional Nonqualified
Stock Option to purchase 10,000 shares.
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The first grant of a Nonqualified Stock Option for 20,000 shares pursuant
to this Section 4.2 is herein referred to as the "First Grant"; the second grant
and third grant of Nonqualified Stock Options for 10,000 shares each pursuant to
this Section 4.2 is herein referred to as the "Second Grant" and the "Third
Grant," respectively.
Each grant of Stock Options shall be evidenced by a stock option agreement
setting forth the number of shares subject to the Stock Option, the option
exercise price, the option period of the Stock Option, and such other terms and
provisions as, except to the extent permitted herein, are not inconsistent with
the Plan.
4.3 EXERCISE PRICE. The exercise price for a Stock Option shall be equal
to the Fair Market Value per share of the Common Stock on the Date of Grant.
Notwithstanding anything to the contrary contained in this Section 4.3, the
exercise price of each Stock Option granted pursuant to the Plan shall not be
less than the par value per share of the Common Stock.
4.4 VESTING; OPTION PERIOD. Each Stock Option shall vest and be
exercisable as follows: The First Grant Stock Options shall vest in 33.33%
installments on the first, second and third anniversary dates of the First
Grant; the Second Grant Stock Options shall vest in 50% installments on the
first and second anniversary dates of the Second Grant; and the Third Grant
Stock Options shall be fully exercisable on and after the first anniversary date
of the Third Grant. In no event shall the period of time during which a
Nonqualified Stock Option may be exercised exceed ten years from the Date of
Grant of the Stock Option in question. No Stock Option may be exercised at any
time after the expiration of its option period. A Stock Option, or portion
thereof, may be exercised in whole or in part only with respect to whole shares
of Common Stock.
ARTICLE V
EXERCISE OF STOCK OPTIONS
Full payment for shares purchased upon exercise of a Stock Option shall be
made in cash or by the Participant's delivery to the Company of shares of Common
Stock which have a Fair Market Value equal to the exercise price (or in any
combination of cash and shares of Common Stock having an aggregate Fair Market
Value equal to the exercise price). No shares may be issued until full payment
of the purchase price therefor has been made, and a Participant will have none
of the rights of a stockholder until shares are issued to him. Additionally,
shares covered by a Stock Option may be purchased upon exercise, in whole or in
part, in accordance with the applicable stock option agreement, by authorizing a
third party to sell the shares (or a sufficient portion thereof) acquired upon
exercise of a Stock Option, and assigning the delivery to the Company of a
sufficient amount of the sale proceeds to pay for all the shares acquired
through such exercise and any tax withholding obligations resulting from such
exercise.
ARTICLE VI
TERMINATION OF EMPLOYMENT OR SERVICE
In the event a Participant shall cease to serve in his capacity as a
director of the Company for any reason other than death, disability or
retirement pursuant to Company policies, such Participant's Stock Options may be
exercised by the Participant for a period of one hundred eighty (180) days after
the Participant's termination of service, or until expiration of the applicable
Option Period (if sooner), to the extent of the shares with respect to which
such Stock Options could have been exercised by the Participant on the date of
termination, and thereafter to the extent not so exercised, such Stock Options
shall terminate. In addition, a Participant's Stock Options may be exercised as
follows in the event of such Participant's death, disability or retirement:
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(a) DEATH. In the event of death while serving as a director, all
unmatured installments of Stock Options outstanding shall thereupon
automatically be accelerated and become fully vested and exercisable in
full, and the Stock Option may be exercised for a period of twelve (12)
months after the Participant's death or until expiration of the Stock
Option period (if sooner), by the Participant's estate or personal
representative, or by the person who acquired the right to exercise the
Stock Option by bequest or inheritance or by reason of the Participant's
death; and
(b) DISABILITY OR RETIREMENT. In the event of termination of service
as a director as the result of a total and permanent disability (as defined
in Section 22(e) of the Code) or retirement as a director pursuant to
standard Company policies applicable to directors, then all unmatured
installments of Stock Options outstanding shall thereupon automatically be
accelerated and become fully vested and exercisable in full, and the Stock
Option may be exercised by the Participant or his guardian or legal
representative for a period of twelve (12) months after such termination or
until expiration of the Stock Option period (if sooner).
ARTICLE VII
AMENDMENT OR DISCONTINUANCE
The Board may at any time and from time to time, without the consent of the
Participants, alter, amend, revise, suspend, or discontinue the Plan in whole or
in part.
In addition, the Board shall have the power to amend the Plan in any manner
advisable in order for Stock Options granted under the Plan to qualify for the
exemption provided by Rule 16b-3 (or any successor rule relating to exemption
from Section 16(b) of the 1934 Act), including amendments as a result of changes
to Rule 16b-3 or the regulations thereunder to permit greater flexibility with
respect to Stock Options granted under the Plan, and any such amendment shall,
to the extent deemed necessary or advisable by the Committee, be applicable to
any outstanding Stock Options theretofore granted under the Plan,
notwithstanding any contrary provisions contained in any stock option agreement.
In the event of any such amendment to the Plan, the holder of any Stock Option
outstanding under the Plan shall, upon request of the Committee and as a
condition to the exercisability thereof, execute a conforming amendment in the
form prescribed by the Committee to any stock option agreement relating thereto
within such reasonable time as the Committee shall specify in such request.
Notwithstanding anything contained in this Plan to the contrary, unless required
by law, no action contemplated or permitted by this Article VII shall adversely
affect any rights of Participants or obligations of the Company to Participants
with respect to any Stock Options theretofore granted under the Plan without the
consent of the affected Participant.
ARTICLE VIII
EFFECT OF THE PLAN
Neither the adoption of this Plan nor any action of the Board or the
Committee shall be deemed to give any director any right to be granted a Stock
Option to purchase or receive Common Stock of the Company or any other rights
except as may be evidenced by a stock option agreement, or any amendment
thereto, duly authorized by and executed on behalf of the Company and then only
to the extent of and upon the terms and conditions expressly set forth therein.
ARTICLE IX
TERM
The Plan shall be submitted to the Company's stockholders for
their approval. Unless sooner terminated by action of the Board, the Plan will
terminate on the 12th day of July, 2006. Stock Options under
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the Plan may not be granted after that date, but Stock Options granted before
that date will continue to be effective in accordance with their terms and
conditions.
ARTICLE X
CAPITAL ADJUSTMENTS
If at any time while the Plan is in effect or unexercised Stock Options
are outstanding there shall be any increase or decrease in the number of
issued and outstanding shares of Common Stock through the declaration of a
Stock Dividend or through any recapitalization resulting in a stock split-up,
combination, or exchange of shares of Common Stock, then and in such event:
(i) An appropriate adjustment shall be made in the
maximum number of shares of Common Stock then subject to
being awarded under grants pursuant to the Plan, to the end
that the same proportion of the Company's issued and
outstanding shares of Common Stock shall continue to be
subject to being so awarded; and
(ii) Appropriate adjustments shall be made in the number
of shares of Common Stock and the exercise price per share
thereof then subject to purchase pursuant to each such Stock
Option previously granted and unexercised, to the end that
the same proportion of the Company's issued and outstanding
shares of Common Stock in each instance shall remain subject
to purchase at the same aggregate exercise price.
Any fractional shares resulting from any adjustment made pursuant to this
Article X shall be eliminated for the purposes of such adjustment. Except as
otherwise expressly provided herein, the issuance by the Company of shares of
its capital stock of any class, or securities convertible into shares of capital
stock of any class, either in connection with direct sale or upon the exercise
of rights or warrants to subscribe therefor, or upon conversion of shares or
obligations of the Company convertible into such shares or other securities,
shall not affect, and no adjustment by reason thereof shall be made with respect
to, the number of or exercise price of shares of Common Stock then subject to
outstanding Stock Options granted under the Plan.
ARTICLE XI
RECAPITALIZATION, MERGER AND CONSOLIDATION
(a) The existence of this Plan and Stock Options granted
hereunder shall not affect in any way the right or power of the
Company or its stockholders to make or authorize any or all
adjustments, recapitalizations, reorganizations or other changes
in the Company's capital structure or its business, or any merger
or consolidation of the Company, or any issue of bonds,
debentures, preferred or prior preference stocks ranking prior to
or otherwise affecting the Common Stock or the rights thereof (or
any rights, options or warrants to purchase same), or the
dissolution or liquidation of the Company, or any sale or transfer
of all or any part of its assets or business, or any other
corporate act or proceeding, whether of a similar character or
otherwise.
(b) Subject to any required action by the stockholders, if
the Company shall be the surviving or resulting corporation in any
merger or consolidation, any outstanding Stock Option granted
hereunder shall pertain to and apply to the securities or rights
(including cash, property or assets) to which a holder of the
number of shares of Common Stock subject to the Stock Option would
have been entitled. Notwithstanding any other provision of the
Plan, and without affecting the number of shares reserved or
available hereunder, the Committee shall authorize the issuance,
continuation or assumption of outstanding Stock Options or provide
for other equitable adjustments after changes in the shares of
Common Stock resulting from any merger, consolidation, sale of
assets, acquisition of property or stock, recapitalization,
reorganization, or similar occurrence in which the Company is the
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continuing or surviving corporation, upon such terms and
conditions as it may deem necessary in order to preserve
Participants' rights under the Plan.
(c) In the event of any reorganization, merger or
consolidation pursuant to which the Company is not the surviving
or resulting corporation, or of any proposed sale of substantially
all of the assets of the Company, there may be substituted for
each share of Common Stock subject to the unexercised portions of
such outstanding Stock Option that number of shares of each class
of stock or other securities or that amount of cash, property or
assets of the surviving or consolidated company which were
distributed or distributable to the stockholders of the Company in
respect of each share of Common Stock held by them, such
outstanding Stock Options to be thereafter exercisable for such
stock, securities, cash or property in accordance with their
terms.
(d) In the event of a Change in Control of the Company,
then, notwithstanding any other provision in the Plan to the
contrary, all unmatured installments of Stock Options outstanding
shall thereupon automatically be accelerated and exercisable in
full.
(e) Upon the occurrence of each event requiring an
adjustment of the exercise price and/or the number of shares
purchasable pursuant to Stock Options granted pursuant to the
terms of this Plan, the Company shall mail forthwith to each
Participant a copy of its computation of such adjustment which
shall be conclusive and shall be binding upon each such
Participant, except as to any Participant who contests such
computation by written notice to the Company within thirty (30)
days after receipt thereof by such Participant.
ARTICLE XII
OPTIONS IN SUBSTITUTION FOR STOCK OPTIONS
GRANTED BY OTHER CORPORATIONS
Stock Options may be granted under the Plan from time to time in
substitution for such stock options held by directors of a corporation who
become or are about to become directors of the Company as the result of a
merger or consolidation of the corporation with the Company or a Subsidiary
or the acquisition by either of the foregoing of stock of the corporation as
the result of which it becomes a Subsidiary.
ARTICLE XIII
MISCELLANEOUS PROVISIONS
13.1 EXERCISE OF STOCK OPTIONS. Stock Options granted under the Plan
may be exercised during the option period, at such times and in such amounts,
in accordance with the terms and conditions and subject to such restrictions
as are set forth herein and in the applicable stock option agreements.
Notwithstanding anything to the contrary contained herein, Stock Options may
not be exercised, nor may shares be issued pursuant to a Stock Option if any
necessary listing of the shares on a stock exchange or any registration or
qualification under state or federal securities laws required under the
circumstances has not been accomplished.
13.2 NON-ASSIGNABILITY. A Stock Option granted to a Participant may
not be transferred or assigned, other than (i) by will or the laws of descent
and distribution or (ii) pursuant to a qualified domestic relations order (as
defined in Section 401(a)(13) of the Code or Section 206(d)(3) of the
Employee Retirement Income Security Act of 1974, as amended ("ERISA")).
Subject to the foregoing, during a Participant's lifetime, Stock Options
granted to a Participant may be exercised only by the Participant or, if the
particular stock option agreement so provides, by the Participant's guardian
or legal representative.
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13.3 INVESTMENT INTENT. The Company may require that there be presented
to and filed with it by any Participant(s) under the Plan, such evidence as
it may deem necessary to establish that the Stock Options granted or the shares
of Common Stock to be purchased or transferred are being acquired for investment
and not with a view to their distribution.
13.4 STOCKHOLDERS' RIGHTS. The holder of a Stock Option shall have
none of the rights or privileges of a stockholder except with respect to
shares which have been actually issued.
13.5 INDEMNIFICATION OF BOARD AND COMMITTEE. No current or previous
member of the Board or the Committee, nor any officer or employee of the
Company acting on behalf of the Board or the Committee, shall be personally
liable for any action, determination, or interpretation taken or made in good
faith with respect to the Plan, and all such members of the Board or the
Committee and each and any officer or employee of the Company acting on their
behalf shall, to the extent permitted by law, be fully indemnified and
protected by the Company in respect of any such action, determination or
interpretation. The foregoing right of indemnification shall not be exclusive
of any other rights of indemnification to which such individuals may be
entitled under the Company's Certificate of Incorporation or Bylaws, as a
matter of law, or otherwise.
13.6 INTERPRETATION. Where the context permits, words in the masculine
gender shall include the feminine and neuter genders, the plural form of a
word shall include the singular form, and the singular form of a word shall
include the plural form. All references in this Plan to sections of the Code
or ERISA shall be deemed to include any successor provisions to such sections
as contained in any laws or regulations adopted or promulgated subsequent to
August 1, 1996.
ARTICLE XIV
EFFECTIVE DATE
This Plan will be submitted for approval by the stockholders of the Company
at the 1996 annual meeting of stockholders of the Company and, if approved by
the stockholders in accordance with applicable law, the Plan will be effective
as of the date of its approval by the Board and will continue in effect until
the expiration of its term or until earlier terminated, amended, or suspended
in accordance with the terms hereof. If stockholder approval is not obtained at
the 1996 annual meeting of stockholders, the Plan shall be nullified.
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Exhibit 5.1
HAYNES AND BOONE, L.L.P.
1000 Louisiana Street, Suite 4300
Houston, Texas 77002
(713) 547-2000
October 15, 1996
Input/Output, Inc.
11104 West Airport Blvd.
Suite 200
Stafford, Texas 77477
Gentlemen:
We have acted as counsel to Input/Output, Inc., a Delaware corporation (the
"Company"), in connection with the preparation of the Registration Statement
on Form S-8 (the "Registration Statement") filed with the Securities and
Exchange Commission under the Securities Act of 1933, as amended, relating to
the registration of 400,000 shares of Common Stock, par value $0.01 per share
(the "Common Stock"), of the Company that may be issued pursuant to the terms
of the Company's 1996 Non-Employee Director Stock Option Plan (the "Plan").
In connection therewith, we have examined (i) the Certificate of
Incorporation and the Bylaws of the Company, each as amended; (ii) minutes
and records of the corporate proceedings of the Company with respect to the
adoption of the Plan and the granting of stock options thereunder; (iii)
certificates of certain officers and directors of the Company; (iv) the Plan
and the forms of stock option agreements pertaining thereto; and (v) such
other documents as we have deemed necessary for the expression of the
opinions contained herein.
In making the foregoing examination, we have assumed the genuineness of all
signatures and the authenticity of all documents submitted to us as
originals, and the conformity to original documents of all documents
submitted to us as certified or photostatic copies. Furthermore, we have
assumed that all stock option exercise prices will equal or exceed the par
value per share of the Common Stock. As to questions of fact material to
this opinion, where such facts have not been independently established, and
as to the content and form of the Certificate of Incorporation (as amended),
Bylaws (as amended), minutes, records, resolutions and other documents or
writings of the Company, we have relied, to the extent we deem reasonably
appropriate, upon representations or certificates of officers or directors of
the Company and upon documents, records and instruments furnished to us by
the Company, without independent check or verification of their accuracy.
Based upon the foregoing, and having due regard for such legal considerations
as we deem relevant, we are of the opinion that the 400,000 shares of Common
Stock covered by the Registration Statement, which may be issued from time to
time pursuant to the exercise of options to be duly granted in accordance
with the terms of the Plan, have been duly authorized for issuance by the
Company, and, when so issued in accordance with the terms and conditions of
the Plan and the related option agreements upon the valid exercise of options
as provided in the Plan, will be validly issued, fully paid and nonassessable.
We hereby consent to the filing of this opinion with the Securities and
Exchange Commission as an exhibit to the Registration Statement.
Very truly yours,
/s/ Haynes and Boone, L.L.P.
Haynes and Boone, L.L.P.
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Exhibit 23.1
The Board of Directors
Input/Output, Inc.
We consent to incorporation by reference in the registration statement on
Form S-8 of Input/Output, Inc., of our report dated June 24, 1996, relating
to the consolidated balance sheets of Input/Output, Inc. and subsidiaries as
of May 31, 1996 and 1995, and the related consolidated statements of
operations, stockholders' equity, and cash flows for each of the years in the
three-year period ended May 31, 1996, which report appears in the May 31,
1996 annual report on Form 10-K of Input/Output, Inc.
/s/ KPMG Peat Marwick LLP
KPMG Peat Marwick LLP
Houston, Texas
October 15, 1996
