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FORM 10-K/A-1
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
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[X] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF
THE SECURITIES EXCHANGE ACT OF 1934 [FEE REQUIRED]
FOR THE FISCAL YEAR ENDED MAY 31, 1997
OR
[ ]TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934 [NO FEE REQUIRED]
FOR THE TRANSITION PERIOD FROM ______ TO ______
COMMISSION FILE NUMBER 1-13402
INPUT/OUTPUT, INC.
(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
DELAWARE 22-2286646
(STATE OR OTHER JURISDICTION OF (I.R.S. EMPLOYER
INCORPORATION OR ORGANIZATION) IDENTIFICATION NO.)
11104 WEST AIRPORT BLVD., STAFFORD, TEXAS 77477
(ADDRESS OF PRINCIPAL EXECUTIVE OFFICES) (ZIP CODE)
REGISTRANT'S TELEPHONE NUMBER, INCLUDING AREA CODE: (281) 933-3339
SECURITIES REGISTERED PURSUANT TO SECTION 12(b) OF THE ACT:
COMMON STOCK, $0.01 PAR VALUE NEW YORK STOCK EXCHANGE
(TITLE OF CLASS) (NAME OF EACH EXCHANGE ON WHICH REGISTERED)
SECURITIES REGISTERED PURSUANT TO SECTION 12(g) OF THE ACT:
NONE
Indicate by check mark whether the registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding 12 months (or for such shorter period that the
registrant was required to file such reports), and (2) has been subject to
such filing requirements for the past 90 days. Yes: [X] No: [ ]
Indicate by check mark if disclosure of delinquent filers pursuant to Item
405 of Regulation S-K is not contained herein, and will not be contained, to
the best of registrant's knowledge, in definitive proxy or information
statements incorporated by reference in Part III of this Form 10-K or any
amendment to this Form 10-K. [ ]
Aggregate market value of the voting and non-voting common equity held by
non-affiliates of the registrant at June 30, 1997 (for purposes of the
below-stated amount only, all directors, officers and 5% or more stockholders
are presumed to be affiliates):
$716,633,000
Indicate the number of shares outstanding of the registrant's classes of
Common Stock, as of the latest practicable date.
TITLE OF EACH CLASS NUMBER OF SHARES OUTSTANDING
OF COMMON STOCK AT JUNE 30, 1997
------------------- ----------------------------
COMMON STOCK, $0.01 PAR VALUE 43,222,851
DOCUMENTS INCORPORATED BY REFERENCE
Portions of the definitive Proxy Statement for the Registrant's 1997 Annual
Meeting of Stockholders are incorporated by reference into Part III hereof.
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PART IV
ITEM 14. EXHIBITS, FINANCIAL STATEMENT SCHEDULES AND REPORTS ON FORM 8-K:
(3) Exhibits:
23.1 --Consent of KPMG Peat Marwick LLP
99.1 --Information, Financial Statements and Exhibits required by
Form 11-K for the Input/Output, Inc. Employee Stock
Purchase Plan
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EXHIBIT 23.1
INDEPENDENT AUDITORS' CONSENT
Compensation Committee of the Board of Directors
Input/Output, Inc. Employee Stock Purchase Plan
We consent to the incorporation by reference in the registration statements
(No. 33-54394, No. 33-46386, No. 33-50620, No. 33-85304, No. 333-14321 and No.
333-24125) on Form S-8 of Input/Output, Inc. of our report dated October 24,
1997, relating to the statement of net assets available for plan benefits of the
Input/Output, Inc. Employee Stock Purchase Plan as of June 30, 1997, and the
related statement of changes in assets available for plan benefits for the
period from April 1, 1997 (date operations commenced) through June 30, 1997,
which report appears in the Form 10-K/A-1 of Input/Output, Inc. for the fiscal
year ended May 31, 1997.
/s/ KPMG Peat Marwick LLP
Houston, Texas
October 28, 1997
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EXHIBIT 99.1
INDEX TO FINANCIAL STATEMENTS
PAGE
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Input/Output, Inc. Employee Stock Purchase Plan
Independent Auditors' Report . . . . . . . . . . . . . . . . . . F-2
Statement of Net Assets Available for Plan Benefits
as of June 30, 1997. . . . . . . . . . . . . . . . . . . . . . . F-3
Statement of Changes in Net Assets Available for Plan Benefits
for the period from April 1, 1997 (date operations commenced)
through June 30, 1997. . . . . . . . . . . . . . . . . . . . . . F-3
Notes to Financial Statements. . . . . . . . . . . . . . . . . . F-4
F-1
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INDEPENDENT AUDITORS' REPORT
Compensation Committee of the Board of Directors
Input/Output, Inc. Employee Stock Purchase Plan:
We have audited the accompanying statement of net assets available for plan
benefits of the Input/Output, Inc. Employee Stock Purchase Plan as of June 30,
1997 and the related statement of changes in net assets available for plan
benefits for the period from April 1, 1997 (date operations commenced) through
June 30, 1997. These financial statements are the responsibility of the Plan's
management. Our responsibility is to express an opinion on these financial
statements based on our audit.
We conducted our audit in accordance with generally accepted auditing standards.
Those standards require that we plan and perform the audit to obtain reasonable
assurance about whether the financial statements are free of material
misstatement. An audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the financial statements. An audit also includes
assessing the accounting principles used and significant estimates made by
management, as well as evaluating the overall financial statement presentation.
We believe that our audit provides a reasonable basis for our opinion.
In our opinion, the financial statements referred to above present fairly, in
all material respects, the net assets available for plan benefits of the
Input/Output, Inc. Employee Stock Purchase Plan as of June 30, 1997 and the
changes in net assets available for plan benefits for the period from April 1,
1997 (date operations commenced) through June 30, 1997 in conformity with
generally accepted accounting principles.
/s/ KPMG Peat Marwick LLP
Houston, Texas
October 24, 1997
F-2
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INPUT/OUTPUT, INC. EMPLOYEE STOCK PURCHASE PLAN
STATEMENT OF NET ASSETS AVAILABLE FOR PLAN BENEFITS
June 30, 1997
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ASSETS
Cash . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $250,692
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Net Assets available for plan benefits . . . . . . . . . . . . . . $250,692
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INPUT/OUTPUT, INC. EMPLOYEE STOCK PURCHASE PLAN
STATEMENT OF CHANGES IN NET ASSETS AVAILABLE FOR PLAN BENEFITS
<TABLE>
Period from April 1, 1997
(date operations commenced)
through
June 30, 1997
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<S> <C>
Additions to assets:
Employee contributions . . . . . . . . . . . . . . . . . . . . $250,692
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Total additions. . . . . . . . . . . . . . . . . . . . . . . . . . $250,692
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Net Assets available for plan benefits:
At beginning of period . . . . . . . . . . . . . . . . . . . . --
--------
At end of period . . . . . . . . . . . . . . . . . . . . . . . $250,692
--------
--------
</TABLE>
See accompanying notes to financial statements.
F-3
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INPUT/OUTPUT, INC. EMPLOYEE STOCK PURCHASE PLAN
NOTES TO FINANCIAL STATEMENTS
(1) DESCRIPTION OF PLAN:
The following brief description of the Input/Output, Inc. Employee
Stock Purchase Plan ("the Purchase Plan") is provided for general
information purposes only. Participants should refer to the Purchase Plan
for complete information regarding the Purchase Plan's definitions,
benefits, eligibility and other matters.
(a) GENERAL
The Purchase Plan was approved by the Input/Output, Inc. (the Company)
Board of Directors in March, 1997 and commenced on April 1, 1997. The
Stockholders of the Company approved the Purchase Plan on September 29,
1997. There are 1.5 million shares of Common Stock of the Company reserved
for issuance under the Purchase Plan.
The Purchase Plan is intended to advance the long-term interests of
the Company by encouraging the acquisition and ownership of capital stock
of the Company by employees of the Company. The Purchase Plan is intended
to qualify as an "employee stock purchase plan" under Section 423 of the
Internal Revenue Code (the Code) of 1986, as amended.
(b) ELIGIBILITY
An "eligible employee" under the Purchase Plan is a person who (i) is
actively employed (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: (1) employees whose customary employment is twenty (20) hours or
less per week, (2) employees who have not been employed for at least six
months prior to the beginning of an Offering Period, and (3) an employee who
owns 5% or more of the Company's Common Stock.
(c) CONTRIBUTIONS
The Purchase Plan allows all eligible employees to authorize payroll
deductions at the rate of 1% up to 15% of base compensation to be applied
toward the purchase of Input/Output, Inc. Common Stock. The Purchase Price
of the Common Stock will be the lesser of 85% of the closing price on the
first day of the applicable Offering Period or most recently preceding
trading day or 85% of the closing price on the last day of the Offering
Period or most recently preceding trading day. Under the Purchase Plan,
separate six-month offering periods commence on April 1st and October 1st
of each year.
(d) PARTICIPANT ACCOUNTS
A Purchase Plan account in the name of each participant will be
maintained. On each pay day a participant's payroll deduction shall be
withheld and credited to such account. As of the last day of the Offering
Period the amount then in the participant's account shall be applied to the
purchase of the Company's Common Stock. The purchase of stock will be made
solely from amounts credited to the participant's plan account. The total
number of employees participating in the purchase plan as of June 30, 1997
was 378.
F-4
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INPUT/OUTPUT, INC. EMPLOYEE STOCK PURCHASE PLAN
NOTES TO FINANCIAL STATEMENTS - (CONTINUED)
(e) DISTRIBUTIONS
A participant may request in writing the sale of all or part of the
shares of Common Stock in such participant's plan account. The shares will
be sold within five business days, and the Purchase Plan will deliver to
the participant the proceeds of the sale, less a handling charge, brokerage
commissions, and other costs of sale.
(f) ADMINISTRATIVE EXPENSES
Costs of administering the Purchase Plan are borne by the Company.
(2) SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
The financial statements of the Plan are presented on the accrual
basis of accounting.
Investments in Company Stock are reported at fair value determined by
reference to quoted market prices. Net realized gains and losses on disposition
of investments are reported on the revalued cost method. Revalued cost is the
fair value of the assets at the beginning of the Plan year (date operations
commenced) or historical cost if the investment was acquired since the beginning
of the year (date operations commenced). Any unrealized appreciation or
depreciation is recognized as a gain or loss currently in the statement of
changes in net assets available for benefits.
(3) FEDERAL INCOME TAXES
The Purchase Plan and the right of participants to make purchases
thereunder are intended to qualify under the provision of Section 423 of the
Code. Under those provisions, no income will be taxable to a participant at the
time of the grant of the option or purchase of shares for federal income tax
purposes. However, a participant may become liable for tax upon dispositions of
shares acquired, and the tax consequences will depend on how long a participant
has held the shares prior to disposition.
(4) PLAN TERMINATION
The Purchase Plan will terminate (a) on the date all shares authorized for
sale under the Purchase Plan have been purchased 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 of shares.
Upon termination of the Purchase Plan and the exercise or lapse of all
Offering rights thereunder all remaining amounts credited to the Purchase Plan
accounts of participants shall be returned to such participants in cash without
interest. At this time, there is no intention to terminate the Purchase Plan.
F-5
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SIGNATURES
The undersigned registrant hereby amends the following items, financial
statements and exhibits of its Annual Report for its fiscal year ended May
31, 1997 on Form 10-K as set forth in the pages attached hereto:
To file as Exhibit 99.1 the Information, Financial Statements and
Exhibits required by Form 11-K for the Input/Output, Inc. Employee Stock
Purchase Plan.
Pursuant to the requirements of Section 13 or 15(d) of the Securities
Exchange Act of 1934, the Registrant has duly caused this Form 10-K/A-1
report to be signed on its behalf by the undersigned, thereunto duly
authorized in the city of Stafford, State of Texas, on October 28, 1997.
Input/Output, Inc.
/s/ Charles E. Selecman
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Chairman, President and
Chief Executive Officer
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