<PAGE>
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
______________________
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
DATE OF REPORT (DATE OF EARLIEST EVENT REPORTED): SEPTEMBER 24, 1997
INPUT/OUTPUT, INC.
(Exact name of registrant as specified in its charter)
DELAWARE 1-13402 22-2286646
(State or other jurisdiction (Commission (I.R.S. Employer
of incorporation or organization) File Number) Identification No.)
11104 WEST AIRPORT BLVD.
STAFFORD, TEXAS 77477
(Address of Principal
Executive Offices)
(281) 933-3339
(Registrant's telephone number, including area code)
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
<PAGE>
ITEM 5. OTHER EVENTS.
On September 24, 1997, a purported class action lawsuit was filed against
Input/Output, Inc. (the "Company"), and the former president and chief executive
officer and the current executive vice president, chief financial officer and
secretary of the Company, in the U.S. District Court for the Southern District
of Texas, Houston Division. The action, styled NORMAN TOCK V. INPUT/OUTPUT,
INC., GARY D. OWENS AND ROBERT P. BRINDLEY, alleges violations of Sections 10(b)
and 20(a) of the Securities Exchange Act of 1934, and state statutory and common
law fraud provisions. The action was filed on behalf of purchasers of common
stock of the Company that purchased shares during the period from September 17,
1996 through March 18, 1997. The complaint seeks damages in an unspecified
amount plus costs and attorneys' fees. The complaint alleges misrepresentations
and omissions in public filings and announcements concerning the Company's
products and sales, and disputes certain accounting methodologies employed by
the Company. The Company believes that the plaintiff's allegations are without
merit or that there are meritorious defenses to the allegations, and intends to
defend the action vigorously.
-2-
<PAGE>
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, as
amended, the Registrant has duly caused this report to be signed on its behalf
by the undersigned hereunto duly authorized.
INPUT/OUTPUT, INC.
(the "registrant")
Date: October 7, 1997 /s/ Charles E. Selecman
---------------------------------
Charles E. Selecman
Chairman, President and Chief
Executive Officer
-3-
