<PAGE>
As filed with the Securities and Exchange Commission on March 28, 1997.
REGISTRATION NO. 333-_______
- ----------------------------------------------------------------------------
- ----------------------------------------------------------------------------
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
(281) 933-3339
(Address, including zip code, and telephone number, including area code,
of registrant's principal executive offices)
-----------
INPUT/OUTPUT, INC. EMPLOYEE STOCK PURCHASE PLAN
(Full Title of Plan)
GARY D. OWENS
INPUT/OUTPUT, INC.
11104 WEST AIRPORT BOULEVARD
STAFFORD, TEXAS 77477
(281) 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>
- --------------------------------------------------------------------------------------------------------------
- --------------------------------------------------------------------------------------------------------------
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 1,500,000 $15.4375 $23,156,250 $7,018
- --------------------------------------------------------------------------------------------------------------
- --------------------------------------------------------------------------------------------------------------
</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 Input/Output, Inc. Employee Stock Purchase Plan (the
"Plan"). In addition, pursuant to Rule 416(c), under the Securities Act of
1933, this Registration Statement also covers an indeterminate amount of
interests to be offered or sold pursuant to the employee benefit plan
described herein.
(2) The 1,500,000 shares registered hereby represent shares issuable pursuant
to the 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 March 21, 1997, as reported on the New York Stock Exchange
composite tape ($15.4375 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"), and the Plan 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 and the Plan 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.
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 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
-2-
<PAGE>
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 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 Amended and Restated Certificate of Incorporation, filed as
Exhibit 3.1 to the Company's Annual Report on Form 10-K for the
fiscal year ended May 31, 1995 and incorporated herein by
reference.
4.2 Amended and Restated Bylaws, filed as Exhibit 3.2 to the Company's
Annual Report on Form 10-K for the fiscal year ended May 31, 1995
and incorporated herein by reference.
4.3 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.
4.4 The Company's Employee Stock Purchase Plan.
-3-
<PAGE>
Exhibit Description
- ------- ------------
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).
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
-4-
<PAGE>
pursuant to Section 13(a) or Section 15(d) of the Securities
Exchange Act of 1934 and each filing of the Plan's annual report
pursuant to 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.
C. 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.
-5-
<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 March 27, 1997.
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 March 27, 1997.
SIGNATURE TITLE
--------- -----
/s/ Charles E. Selecman
- --------------------------------- Director, Chairman of the Board of Directors
Charles E. Selecman
/s/ Gary D. Owens
- --------------------------------- Director, President and
Gary D. Owens Chief Executive Officer
(Principal Executive Officer)
/s/ Robert P. Brindley
- --------------------------------- Director, Senior Vice President, Chief
Robert P. Brindley Financial Officer and Secretary
(Principal Financial and Accounting
Officer)
/s/ Michael J. Sheen
- --------------------------------- Director, Senior Vice President and Chief
Michael J. Sheen Technical Officer
/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>
Pursuant to the requirements of the Securities Act of 1933, the
Input/Output, Inc. Employee Stock Purchase Plan Committee, the administrator
of the Plan, 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 March 27, 1997.
INPUT/OUTPUT, INC. EMPLOYEE STOCK PURCHASE PLAN
By: Input/Output, Inc. Employee Stock Purchase
Plan Committee
/s/ Robert P. Brindley
--------------------------------------------------
Robert P. Brindley, Member of Plan Committee
/s/ G. Thomas Grisham
--------------------------------------------------
G. Thomas Grisham, Member of Plan Committee
/s/ Lacey C. Rice
--------------------------------------------------
Lacey C. Rice, Member of Plan Committee
<PAGE>
INDEX TO EXHIBITS
Exhibit Description
- ------- -----------
4.1 Amended and Restated Certificate of Incorporation, filed as Exhibit
3.1 to the Company's Annual Report on Form 10-K for the fiscal year
ended May 31, 1995 and incorporated herein by reference.
4.2 Amended and Restated Bylaws, filed as Exhibit 3.2 to the Company's
Annual Report on Form 10-K for the fiscal year ended May 31, 1995
and incorporated herein by reference.
4.3 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.
4.4 The Company's Employee Stock Purchase 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 4.4
INPUT/OUTPUT, INC.
EMPLOYEE STOCK PURCHASE PLAN
<PAGE>
TABLE OF CONTENTS
PAGE
----
1. SHARES OFFERED. . . . . . . . . . . . . . . . . . . . . . 1
2. ADMINISTRATION. . . . . . . . . . . . . . . . . . . . . . 1
3. OFFERINGS . . . . . . . . . . . . . . . . . . . . . . . . 2
4. ELIGIBILITY . . . . . . . . . . . . . . . . . . . . . . . 2
5. OFFERING RIGHTS . . . . . . . . . . . . . . . . . . . . . 3
6. PARTICIPATION; PAYROLL DEDUCTIONS . . . . . . . . . . . . 3
7. PARTICIPANTS' PLAN ACCOUNTS . . . . . . . . . . . . . . . 3
8. PAYROLL DEDUCTION CHANGES . . . . . . . . . . . . . . . . 4
9. NO INTEREST . . . . . . . . . . . . . . . . . . . . . . . 4
10. PURCHASE PRICE AND PURCHASE OF SHARES . . . . . . . . . . 4
11. TERMINATION OF EMPLOYMENT; TERMINATION OF ELIGIBILITY . . 5
12. WITHDRAWAL FROM OFFERING. . . . . . . . . . . . . . . . . 5
13. STOCK CERTIFICATES. . . . . . . . . . . . . . . . . . . . 5
14. SALE OF SHARES OF COMMON STOCK. . . . . . . . . . . . . . 6
15. VOTING OF SHARES OF COMMON STOCK. . . . . . . . . . . . . 6
16. TENDER OF EXCHANGE OFFER. . . . . . . . . . . . . . . . . 6
17. STOCK DIVIDENDS AND SPLITS. . . . . . . . . . . . . . . . 7
18. STATEMENTS. . . . . . . . . . . . . . . . . . . . . . . . 7
19. NO RIGHTS AS A STOCKHOLDER. . . . . . . . . . . . . . . . 7
20. RIGHTS NOT TRANSFERABLE . . . . . . . . . . . . . . . . . 7
i
<PAGE>
21. APPLICATION OF FUNDS. . . . . . . . . . . . . . . . . . . 8
22. ADJUSTMENTS UPON CHANGES IN CAPITALIZATION. . . . . . . . 8
23. AMENDMENTS OF THE PLAN. . . . . . . . . . . . . . . . . . 8
24. TERMINATION OF THE PLAN . . . . . . . . . . . . . . . . . 8
25. ALLOCATION OF SHARES IF EXCEED MAXIMUM OFFERED. . . . . . 8
26. GOVERNMENTAL AND OTHER REGULATIONS. . . . . . . . . . . . 9
27. APPROVAL OF STOCKHOLDERS. . . . . . . . . . . . . . . . . 9
28. $25,000 LIMITATION. . . . . . . . . . . . . . . . . . . . 9
29. INDEMNIFICATION . . . . . . . . . . . . . . . . . . . . . 9
30. INVESTMENT INTENT . . . . . . . . . . . . . . . . . . . . 10
31. NO RIGHT TO CONTINUE EMPLOYMENT . . . . . . . . . . . . . 10
32. GOVERNING LAW . . . . . . . . . . . . . . . . . . . . . . 10
33. CONSTRUCTION OF PLAN. . . . . . . . . . . . . . . . . . . 10
ii
<PAGE>
INPUT/OUTPUT, INC.
EMPLOYEE STOCK PURCHASE PLAN
This Plan is intended to advance the long-range interests of
Input/Output, Inc., a Delaware corporation (the "Company"), by encouraging
the acquisition and ownership of capital stock of the Company ("Common
Stock"), upon the terms herein set forth, by employees of the Company and
certain of its subsidiaries, in order that their proprietary interest in the
Company's long-term performance and success, and their continuance as
employees of the Company, may be enhanced. The Plan is also intended to
provide employees with an opportunity to acquire a proprietary interest in
the Company through the purchase of shares of the Common Stock of the
Company. This Plan shall be known as the "Input/Output, Inc. Employee Stock
Purchase Plan." The Plan is intended to qualify as an "employee stock
purchase plan" under Section 423 of the Internal Revenue Code of 1986, as
amended (the "Code"). The provisions of the Plan shall be construed in a
manner consistent with requirements of Section 423 of the Code.
1. SHARES OFFERED. The total number of shares of Common Stock ($.01
par value) available for purchase by Participants under all Offerings
(defined in Section 3 below) is 1,500,000 SHARES, which are either authorized
but unissued Common Stock or Common Stock held by the Company in its
treasury. If any Offering shall expire without all shares available under
such Offering having been purchased, such unpurchased shares shall be added
to the shares otherwise available for future Offerings.
2. ADMINISTRATION. The Plan shall be administered by a committee (the
"Plan Committee") appointed by the compensation committee of the Board of
Directors (the "Compensation Committee"), which Plan Committee shall consist
of not less than three members. Subject to the express provisions of the
Plan, the Plan Committee shall have authority, in its discretion, to
interpret and construe any and all provisions of the Plan, to adopt rules and
regulations for administering the Plan, and to make all other determinations
necessary or advisable for administering the Plan. The Plan Committee's
determination on the foregoing matters shall be conclusive. The Plan
Committee shall have the power to appoint and remove an independent third
party (which may, but need not, be a bank or trust company) to act as
administrator of the Plan and custodian of all stock certificates issued
under the Plan, and to provide such other services as the Plan Committee may
determine (the "Administrator"), and the Plan Committee is authorized to
enter into an agreement with the Administrator concerning its duties under
the Plan.
The Compensation Committee may from time to time appoint members of the
Plan Committee in substitution for or in addition to members previously
appointed, and may fill vacancies, however caused, in the Plan Committee.
The Plan Committee may select one of its members as its Chairman and shall
hold its meetings at such
<PAGE>
times and places as it shall deem advisable, and may hold telephonic
meetings. A majority of its members shall constitute a quorum. All
determinations of the Plan Committee shall be made by a majority of its
members. The Plan Committee may correct any defect or omission, or reconcile
any inconsistency in the Plan, in the manner and to the extent it shall deem
desirable. Any decision or determination reduced to writing and signed by a
majority of the members of the Plan Committee shall be as fully effective as
if it had been made by a majority vote at a meeting duly called and held.
The Plan Committee may appoint a secretary and shall make such rules and
regulations for the conduct of its business as it shall deem advisable.
3. OFFERINGS. The Plan Committee shall make an offering to Eligible
Employees (defined in Section 4 below) to purchase Common Stock under the
Plan (each an "Offering") during the six-month periods from April 1 through
September 30 and from October 1 through March 31, until this Plan terminates;
each such six-month offering period during which any such Offering is open is
referred to herein as an "Offering Period." The April 1 or October 1 which
is the first day of an Offering Period is the "Offering Date" for such
Offering Period. For each Offering Period, payroll deductions of
Participants for all payroll periods which end during the Offering Period
(including a payroll period which ends on the last day of an Offering Period)
shall be considered Payroll Deductions during such Offering Period and shall
be used to purchase Common Stock at the end of the Offering Period in
accordance with Section 7 below. Unless otherwise specified by the Plan
Committee, the number of shares of Common Stock that may be purchased under
an Offering shall be the balance of the 1,500,000 shares authorized in
Section 1 above which have not been previously purchased under the terms of
this Plan.
4. ELIGIBILITY. The Compensation Committee shall designate the
subsidiaries of the Company whose employees are eligible to participate in
the Plan ("Participating Subsidiaries").
An "Eligible Employee" is a person who (i) is actively employed by the
Company or one of the Participating Subsidiaries, (ii) is actively employed
on the first day of the calendar month prior to an Offering Period, and (iii)
is not excluded pursuant to the following sentence. The following persons
shall not be Eligible Employees: (1) employees whose customary employment
with the Company and all Participating Subsidiaries is twenty (20) hours or
less per week, (2) employees who have not been employed by the Company or a
Participating Subsidiary for at least six (6) consecutive months, and (3) an
employee who owns capital stock of the Company (including all capital stock
which may be purchased under outstanding Offerings under the Plan or
outstanding options under any stock plan of the Company) possessing 5% or
more of the total combined voting power or value of all classes of capital
stock of the Company or of its subsidiary corporations (for the foregoing
purposes, the rules of Section 425(d) of the Code shall apply in determining
stock ownership), as provided in Code Section 423(b)(3). All Eligible
Employees may
2
<PAGE>
participate in the Plan. A person shall be considered actively employed
when the person is presently performing his/her regular duties with the
Company or a Participating Subsidiary. A person's period of employment with
a company acquired by the Company or by one of its subsidiaries shall be
included in determining an employee's length of employment for the purpose of
this paragraph, provided that such acquired company is a Participating
Subsidiary on the Offering Date. A person who is a director but not an
employee shall not be eligible under the Plan.
5. OFFERING RIGHTS. With respect to each Offering, each Eligible
Employee may elect to participate by having a portion of his Compensation
(defined in Section 6 below) withheld and applied to the purchase of shares
of Common Stock at the end of the Offering Period. The amount withheld from
each paycheck issued to the Eligible Employee during the Offering Period is
the Participant's "Payroll Deduction" (in accordance with Section 6 below),
and the Plan Committee shall apply such Payroll Deductions during an Offering
Period to the purchase of the Company's Common Stock at the end of the
Offering Period in accordance with Section 7 below. In no event may the
number of shares of Common Stock which may be purchased by all Participants
for an Offering exceed the number of shares available during the Offering
Period (as determined in accordance with Section 3 above).
6. PARTICIPATION; PAYROLL DEDUCTIONS. An Eligible Employee who
completes and delivers an authorization for Payroll Deduction on the form
provided by the Plan Committee ("Payroll Deduction Authorization Form") shall
become a participant in the Plan ("Participant"). A Participant may deliver
a Payroll Deduction Authorization Form to the Chief Financial Officer of the
Company prior to the Offering Date of an Offering Period, and in accordance
with the rules developed by the Plan Committee. On his Payroll Deduction
Authorization Form, the Participant shall elect to have deductions made on
each payday which may be any whole percentage FROM 1% UP TO AND INCLUDING 15%
of the Participant's Compensation in effect at the beginning of the Offering
Period. "Compensation" shall mean W-2 compensation, including overtime but
excluding commissions, bonuses and other special payments. A Participant who
elects to participate for an Offering Period through Payroll Deduction shall
be deemed to have elected to participate in the Plan on the same basis for
each successive Offering Period until such Participant changes his Payroll
Deduction in accordance with Section 8 below or withdraws (or is deemed to
withdraw) from an Offering pursuant to Section 12 below. A Participant shall
not be required to file additional Payroll Deduction Authorization Forms for
successive Offering Periods in order to continue participation in the Plan.
7. PARTICIPANTS' PLAN ACCOUNTS. The Plan Committee will maintain, or
cause to have maintained, a Plan Account in the name of each Participant. On
each payday, a Participant's Payroll Deduction shall be withheld and credited
to such Participant's Plan Account. As of the last day of the Offering
Period or such other date as designated by the Plan Committee if required for
proper administration of the
3
<PAGE>
Plan ("Purchase Date"), the amount then in such Participant's Plan Account
shall be applied to the purchase of shares in accordance with Section 10
below; provided, however, that the first Purchase Date after the adoption of
the Plan may be delayed pursuant to Section 27 below. The purchase of shares
shall be made solely from amounts credited to the Participants' Plan Accounts.
8. PAYROLL DEDUCTION CHANGES. Except in the case of a withdrawal
under Section 12 below, a Participant may not change his Payroll Deduction
during an Offering Period. A Participant may, however, decrease or increase
his Payroll Deduction for a subsequent Offering Period prior to the
commencement of the next Offering Period, by filing a new Payroll Deduction
Authorization Form with the Chief Financial Officer of the Company during the
time specified by the Plan Committee.
9. NO INTEREST. The Plan Committee shall not credit a Participant's
Plan Account with interest on any Payroll Deduction, except as provided in
Section 27 below.
10. PURCHASE PRICE AND PURCHASE OF SHARES. Subject to Section 28
below, the purchase price for a share of Common Stock under any Offering will
be the lesser of:
(a) 85% of the closing sale price for shares of Common Stock
as reported by the composite transaction reporting system for
securities listed on the New York Stock Exchange on the Offering Date
for such Offering or on the most recently preceding date on which
there was such a sale (the "Initial Offering Price"); or
(b) 85% of the closing sale price for shares of Common Stock
as reported by the composite transaction reporting system for
securities listed on the New York Stock Exchange on the last day of the
Offering Period or on the most recently preceding date on which
there was such a sale (the "Alternate Offering Price").
As of the Purchase Date, the Alternate Offering Price shall be
ascertained. The Plan Committee will then apply all funds credited to the
Participants' Plan Accounts to purchase shares of Common Stock available
under the Offering. Unless a Participant has withdrawn prior to the Purchase
Date pursuant to Section 12, and subject to the provisions of Sections 25 and
28, a Participant shall be deemed to have elected to purchase the maximum
number of whole shares of Common Stock which may be purchased with the amount
credited to his Plan Account as of the Purchase Date at the lower of the
Initial Offering Price or the Alternate Offering Price. Fractional shares
will not be issued under the Plan and any funds in a Participant's Plan
Account which would have been used to purchase fractional shares shall be
retained in such Plan Account for the next Offering Period.
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11. TERMINATION OF EMPLOYMENT; TERMINATION OF ELIGIBILITY. In the
event of a Participant's termination of employment for any reason (including
death or disability), the Participant's participation in the Plan shall
immediately terminate without notice to the Participant, and all Payroll
Deductions credited to such Participant's Plan Account shall be returned to
such Participant in cash, without interest.
An Eligible Employee of a company included in the Plan which ceases to
be a Participating Subsidiary shall be deemed to have terminated employment
for purposes of this Section as of the date such company ceases to be a
Participating Subsidiary unless, as of such date, the Participant shall
become an Eligible Employee of the Company or of any Participating Subsidiary
then included in the Plan.
12. WITHDRAWAL FROM OFFERING. Each Participant shall have the right, at
any time prior to the Purchase Date, to withdraw from an Offering by
providing fifteen (15) days' prior written notice to the Chief Financial
Officer of the Company revoking his Payroll Deduction. A Participant who
elects to cease participation in the Plan by revoking his Payroll Deduction
may not resume participation in the Plan until after the expiration of one
full Offering Period following the Offering Period in which he withdraws and
ceases participation. As promptly as practicable after the receipt of a
revocation notice, all Payroll Deductions credited to such Participant's Plan
Account shall be returned to such Participant in cash, without interest.
13. STOCK CERTIFICATES. As promptly as practicable after the Purchase
Date of each Offering, the Plan Committee will deliver to the Administrator
all shares of Common Stock purchased with the funds credited to the Plan
Accounts. The Administrator will hold the shares of Common Stock of all
Participants in its name or in the name of its nominee evidenced by as many
or as few certificates as the Administrator determines. No certificate
representing shares of Common Stock purchased for a Participant's Plan
Account will be issued to the Participant unless he or she makes a request in
writing or until his or her Plan Account is terminated, or such Participant
withdraws from an Offering. So long as the stock credited to a Participant's
Plan Account is held by the Administrator, all rights accruing to an owner of
record of such stock, including, without limitation, voting rights and rights
of disposal, shall belong to the Participant for whose account such stock is
held.
A Participant may elect, at any time and from time to time, to receive a
stock certificate for shares credited to his Plan Account after the purchase
price for such shares has been paid in full. In such event, certificates for
shares of Common Stock shall be issued only in the name of the Participant
unless the Participant or the Participant's designee (in the event the
Participant has died) elects otherwise by written notice to the Plan
Committee and the Plan Committee gives prior written consent to such
election.
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If a Participant withdraws from an Offering, terminates employment for
any reason, or elects to terminate participation in the Plan, the
Administrator will transfer to the Participant a stock certificate for whole
shares credited to his Plan Account (and for which the purchase price has
been paid in full), unless the Participant elects to sell all or part of the
Participant's shares in accordance with Section 14 below.
14. SALE OF SHARES OF COMMON STOCK. A Participant may request that the
Administrator sell all or any part of the shares of Common Stock credited to
such Participant's Plan Account. Upon receipt of a written request from a
Participant, the Administrator, as the Participant's agent, will sell the
number of shares of Common Stock specified in the Participant's request
within five business days of receipt by the Administrator of instructions to
sell the shares of Common Stock, and will deliver to the Participant the
proceeds of the sale, less a handling charge, brokerage commissions, and
other costs of sale. Whole and fractional shares may be aggregated and sold
with those of other Participants, in which case the proceeds for each
Participant will be based on the average sales price of all shares aggregated
and sold. Any sale may, but need not, be made by purchase for other Plan
Accounts, subject to and in accordance with the terms of the Plan, in which
case the price will be the closing sale price of Common Stock as reported by
the principal securities exchange or the inter-dealer quotation system on
which the stock is traded or quoted on the date of receipt by the
Administrator of the notice of the Participant's desire to sell shares of
Common Stock or, if the stock is not traded on the date of receipt, the mean
on the next prior date that it was so traded. No sales of any fractional
shares shall be permitted.
15. VOTING OF SHARES OF COMMON STOCK. The Administrator will vote a
Participant's shares of Common Stock as instructed by the Participant on a
form to be furnished by and returned to the Administrator at least ten days
(or such shorter period as the law may require) before the meeting at which
such shares of Common Stock are to be voted. The Administrator will not vote
shares of Common Stock for which no instructions are received.
16. TENDER OR EXCHANGE OFFER. If a tender offer or exchange offer is
commenced for shares of Common Stock, the Administrator, upon receipt of
information with respect thereto as the holder of record of the shares of
Common Stock, will either (i) forward, or arrange for the forwarding of,
information provided by the offeror to holders of record of Common Stock to
each Participant or (ii) provide to the offeror the name and mailing address
of each Participant as reflected on the records of the Administrator with
instructions to mail such material to each Participant. The Administrator
will tender all or part of a Participant's shares of Common Stock in response
to written instructions from the Participant in such form as the
Administrator may reasonably require and only if such instructions are
received by the Administrator at least five days (or such shorter period as
may be
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required by law) prior to the termination of the offer. Unless the
Administrator has received instructions in accordance with the previous
sentence, it will not tender a Participant's shares of Common Stock. Except
to the extent disclosure is required to tender shares of Common Stock
pursuant to proper written instructions, the Administrator will maintain the
confidentiality of a Participant's election to tender or not tender shares of
Common Stock.
17. CASH DIVIDENDS, STOCK DIVIDENDS AND SPLITS. Any cash dividends
paid on shares credited to a Participant's Plan Account will, when received
by the Administrator, be credited to the Participant's Plan Account and used
to purchase additional shares on the next Purchase Date. Any stock dividends
and any shares received as a result of a stock split on any shares of Common
Stock credited to a Participant's Plan Account will, when received by the
Administrator, be credited to the Participant's Plan Account.
18. STATEMENTS. As soon as practicable after the cash credited to the
Participant's Plan Account has been applied to the purchase of shares of
Common Stock (but in no event later than 20 calendar days after the purchase)
the Administrator will mail a statement to the Participant summarizing the
transactions in the Participant's Plan Account since the last statement.
19. NO RIGHTS AS A STOCKHOLDER. None of the rights or privileges of a
stockholder of the Company shall exist with respect to shares of Common Stock
purchased under this Plan until a certificate representing such shares is
issued.
20. RIGHTS NOT TRANSFERABLE. Except as hereinafter set forth and
unless otherwise provided by law, no Participant shall have the right to
sell, assign, transfer, pledge, or otherwise dispose of or encumber either
the right to participate in the Plan or any interest in the Participant's
Plan Account, and such right and interest shall not be liable for or subject
to the debts, contracts, or liabilities of such Participant. If any such
action is taken by the Participant, or any claim asserted by another party in
respect of such right and interest, such action or claim will be treated as
notice of cancellation, and except as may otherwise be required by law, such
event shall be deemed to be a withdrawal from the Plan and the Participant's
Plan Account shall be repaid to him as provided in Section 12.
Provided, however, that a Participant may designate in writing (on a
form provided by the Plan Committee) the person who shall have the right to
receive the Participant's Plan Account in the event of the Participant's
death. In the event of death, if a Participant has not designated a person
to receive the Participant's Plan Account, such Participant's Plan Account
shall be distributed to the Participant's estate.
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21. APPLICATION OF FUNDS. All funds received or withheld by the Plan
Committee under this Plan as Payroll Deductions shall be held by the Company
without segregation and may be used for any general corporate purpose without
restriction.
22. ADJUSTMENTS UPON CHANGES IN CAPITALIZATION. Notwithstanding any
other provision of the Plan, in the event of any change in the outstanding
Common Stock by reason of a stock dividend, recapitalization, merger,
consolidation, split-up, combination or exchange of shares, or the like, the
aggregate number and class of shares available under the Plan, the number and
class of shares subject to outstanding Offerings, the maximum number of
shares which an individual Eligible Employee may purchase, and the Initial
Offering Price shall be proportionately adjusted, and such other adjustments
shall be made as may be deemed equitable, by the Plan Committee, whose
determinations shall be conclusive.
23. AMENDMENTS OF THE PLAN. Except as provided below, the Compensation
Committee may at any time, and from time to time, make such changes in and
additions to the Plan as the Compensation Committee deems advisable.
However, the following amendments may only be made by the Board of Directors
with approval by vote of the holders of a majority of shares of Common Stock
voted at a properly convened meeting at which a quorum is present: (a)
increase the maximum number of shares which may be purchased under the Plan,
(b) reduce the purchase price per share, or (c) amend the requirements for an
Eligible Employee. No amendment of the Plan may, without the consent of the
Participant with respect to any outstanding Offering, materially and
adversely affect the Eligible Employee's rights with respect to such Offering.
24. TERMINATION OF THE PLAN. This Plan shall terminate (a) on the date
that all of the shares authorized for sale under the Plan have been
purchased, except as otherwise extended by authorizing additional shares, or
(b) at any time, at the discretion of the Board of Directors of the Company;
provided, however, that no termination shall affect outstanding Offerings.
Upon termination of the Plan and the exercise or lapse of all Offering
rights hereunder, all remaining amounts credited to Plan Accounts of
Participants shall be returned to such Participants in cash, without interest.
25. ALLOCATION OF SHARES IF EXCEED MAXIMUM OFFERED. If the total
number of shares which would otherwise be purchased by Participants through
Payroll Deductions under any Offering exceeds the shares available for
purchase under the Offering, the Plan Committee may allocate the available
shares among the Participants on any basis consistent with the terms of the
Plan, and any remaining funds credited to a Participant's Plan Account on the
Purchase Date shall be returned to the Participant in cash, without interest.
8
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26. GOVERNMENTAL AND OTHER REGULATIONS. The obligation of the Company
to issue or transfer and deliver shares under this Plan shall be subject to
(a) compliance with all applicable laws, governmental rules and regulations
and administrative action, (b) the effectiveness of a Registration Statement
under the Securities Act of 1933, as amended, with respect to such issue or
transfer, if deemed necessary or appropriate by counsel for the Company, and
(c) the condition that the shares of Common Stock reserved for issuance upon
the purchase of shares subject to Offering under the Plan shall have been
listed (or authorized for listing upon official notice of issuance) upon each
securities exchange on which outstanding shares of the same class may then be
listed.
27. APPROVAL OF STOCKHOLDERS. The Plan has been adopted by the Board
of Directors of the Company, subject to the approval of the stockholders of
the Company. If the stockholders do not approve the Plan by a vote of the
holders of a majority of shares of Common Stock voted at a properly convened
meeting at which a quorum is present, the Plan shall be immediately
terminated and all funds held in Participants' Plan Accounts shall be
returned to such Participants in cash, with interest at 5% per annum from the
date of transfer to such accounts to the date of refund. If the stockholders
have not approved the Plan by a vote of the holders of a majority of shares
of Common Stock voted at a properly convened meeting at which a quorum is
present within twelve (12) months after the date of adoption of the Plan by
the Board of Directors, the Plan shall terminate on the date which is twelve
(12) months after the date of adoption of the Plan by the Board, and all
funds held in Participants' Plan Accounts shall be returned to such
Participants in cash, with interest at 5% per annum from the date of transfer
to such accounts to the date of refund. If the stockholders have not
approved the Plan by a vote of the holders of a majority of shares of Common
Stock voted at a properly convened meeting at which a quorum is present prior
to the last day of the first Offering Period, no funds in a Participant's
Plan Account may be used to purchase shares under Section 7 above until such
stockholder approval has been obtained; in that event, the first Purchase
Date shall be the fifth business day after the date of stockholder approval.
28. $25,000 LIMITATION. No Eligible Employee shall be included in an
Offering which permits him to purchase Common Stock under all employee stock
purchase plans of the Company and its subsidiaries to accrue (within the
meaning of Section 423(b)(8) of the Code) at a rate which exceeds $25,000 of
fair market value of such capital stock (determined at the Offering Date) for
each calendar year in which such Offering is outstanding at any time.
29. INDEMNIFICATION. No current or previous member of the Board of
Directors, the Compensation Committee, or the Plan Committee, nor any officer
or employee of the Company acting on behalf of the Board of Directors, the
Compensation Committee, or the Plan Committee, shall be personally liable for
any action, determination, or interpretation taken or made in good faith with
respect to
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the Plan, and all such members of the Board of Directors, the Compensation
Committee, or the Plan 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.
30. 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 rights to purchase Common Stock
granted or the shares of Common Stock to be purchased or transferred
hereunder are being acquired for investment and not with a view to their
distribution.
31. NO RIGHT TO CONTINUE EMPLOYMENT. This Plan does not constitute a
contract of employment. Nothing in the Plan or in any related documentation
confers upon any employee the right to continue in the employ of the Company
or any of its subsidiaries or interferes with or restricts in any way the
right of the Company or any of its subsidiaries to discharge any employee at
any time (subject to any contract rights of such employee).
32. GOVERNING LAW. The law of the State of Delaware will govern all
matters relating to this Plan except to the extent it is superseded by the
federal laws of the United States of America.
33. CONSTRUCTION OF PLAN. The captions used in this Plan are for
convenience only and shall not be construed in interpreting the Plan.
Whenever the context so requires, the masculine shall include the feminine
and neuter, and the singular shall also include the plural, and conversely.
IN WITNESS WHEREOF, the Company has caused this instrument to be
executed as of the ____ day of __________________, 1997 by its Chief
Executive Officer pursuant to prior action taken by the Board.
INPUT/OUTPUT, INC.
By:
-------------------------------------
Gary D. Owens
President and Chief Executive Officer
Attest:
- -----------------------------
Robert P. Brindley, Secretary
10
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Exhibit 5.1
HAYNES AND BOONE, L.L.P.
1000 Louisiana Street, Suite 4300
Houston, Texas 77002
(713) 547-2000
March 27, 1997
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 1,500,000 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 Employee Stock Purchase 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; (iii) certificates of certain officers and directors of
the Company; (iv) the Plan; 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 prices paid for shares of Common Stock 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 1,500,000 shares of
Common Stock covered by the Registration Statement, which may be issued from
time to time pursuant to the purchase of shares of Common Stock 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, 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.
<PAGE>
Exhibit 23.1
INDEPENDENT AUDITORS' CONSENT
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
March 24, 1997
