<PAGE>
As filed with the Securities and Exchange Commission on June 9, 1999.
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. 1998 RESTRICTED STOCK PLAN
(Full Title of Plan)
ROBERT P. BRINDLEY
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>
<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 100,000 $7.71875 $771,875.00 $215.00
- ------------------------------------------------------------------------------------------------------------------
- ------------------------------------------------------------------------------------------------------------------
</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 Input/Output, Inc. 1998 Restricted Stock Plan (the
"Plan").
(2) The 100,000 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 June 4, 1999, as reported on the New York Stock Exchange composite
tape ($7.71875 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
(this "Registration Statement") by reference:
(a) The Company's Annual Report, dated July 29, 1998, as filed with the
Commission on Form 10-K, File No. 1-12691, for the fiscal year ended May 31,
1998;
(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,
1998;
(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 17, 1994;
and
(d) The description of the Company's rights to purchase Series A Preferred
Stock, par value $0.01 per share, contained in the Company's Registration
Statement on Form 8-A filed under Section 12(b) of the Exchange Act, dated
January 27, 1997.
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.
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 (including attorney's fees), judgments, fines
and amounts paid in settlement actually and reasonably incurred by the person in
connection with such action, suit or proceeding.
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 corporation except as
otherwise approved by the Delaware Court of Chancery or the court in which the
claim was brought. In any other
-2-
<PAGE>
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 by the corporation only
as authorized in the specific case upon a determination that indemnification of
such person is proper in the circumstances. The determination as to whether a
person who is a director or officer at the time of such determination 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) by a committee of
such directors designated by a majority vote of such directors, even though less
than a quorum, (3) if there are no disinterested directors or if the
disinterested directors so direct, by independent legal counsel in a written
opinion, or (4) 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.
<TABLE>
<CAPTION>
Exhibit Description
------- -----------
<S> <C>
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, is incorporated herein by
reference.
4.2 Certificate of Amendment to the Amended and Restated Certificate
of Incorporation, dated October 11, 1996, filed as Exhibit 3.2
to the Company's Annual Report on Form 10-K for the fiscal year
ended May 31, 1997, is incorporated herein by reference.
4.3 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.
4.4 Specimen certificate for shares of the Company's common stock,
par value $0.01 per share, filed as Exhibit F to the Company's
Registration Statement on Form 8-A dated October 17, 1994, is
incorporated herein by reference.
-3-
<PAGE>
Exhibit Description
------- -----------
4.5 Rights Agreement, dated as of January 17, 1997, by and between
the Company and Harris Trust and Savings Bank, as Rights Agent,
including exhibits thereto, filed as Exhibit 1 to the Company's
Registration Statement on Form 8-A dated January 27, 1997, is
incorporated herein by reference.
4.6 Form of rights certificate to purchase Series A Preferred Stock,
par value $0.01 per share, filed as Exhibit 3 to the Company's
Registration Statement on Form 8-A dated January 27, 1997, is
incorporated herein by reference.
4.7 The Company's 1998 Restricted Stock Plan.
5.1 Opinion of Haynes and Boone, L.L.P.
23.1 Consent of KPMG 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).
</TABLE>
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 this 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 this Registration Statement; and
(iii) To include any material information with respect to
the plan of distribution not previously disclosed in this
Registration Statement or any material change to such information
in this 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
with or furnished to the Commission by the registrant pursuant to
Section 13 or Section 15(d) of the Exchange Act that are incorporated
by reference in this 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.
-4-
<PAGE>
(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 Exchange Act 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 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 December 11, 1998.
INPUT/OUTPUT, INC.
By: /s/ RONALD A. HARRIS
----------------------------------------
Ronald A. Harris
Vice President and Controller
(Principal Financial Officer)
POWER OF ATTORNEY
Each of the undersigned hereby appoints Chris E. Wolfe and Ronald A. Harris
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 December 11, 1998.
<TABLE>
<CAPTION>
SIGNATURE TITLE
--------- -----
<S> <C>
/s/ W.J. ("ZEKE") ZERINGUE Director, Chairman of the Board of Directors and
- ------------------------------ Chief Executive Officer (Principal Executive
W. J. ("Zeke") Zeringue Officer)
/s/ AXEL M. SIGMAR Director, President and Chief Operating Officer
- ------------------------------
Axel M. Sigmar
/s/ ROBERT P. BRINDLEY Director and Executive Vice President - Worldwide
- ------------------------------ Marketing and Sales
Robert P. Brindley
/s/ RONALD A. HARRIS Vice President and Controller
- ------------------------------ (Principal Financial and Accounting Officer)
Ronald A. Harris
/s/ ERNEST E. COOK Director
- ------------------------------
Ernest E. Cook
/s/ THEODORE H. ELLIOTT, JR. Director
- ------------------------------
Theodore H. Elliott, Jr.
/s/ G. THOMAS GRAVES III Director
- ------------------------------
G. Thomas Graves III
/s/ WILLIAM F. WALLACE Director
- ------------------------------
William F. Wallace
/s/ JAMES M. LAPEYRE, JR. Director
- ------------------------------
James M. Lapeyre, Jr.
</TABLE>
-6-
<PAGE>
INDEX TO EXHIBITS
<TABLE>
<CAPTION>
Exhibit Description
- ------- -----------
<S> <C>
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 Certificate of Amendment to the Amended and Restated Certificate of
Incorporation, dated October 11, 1996, filed as Exhibit 3.2 to the
Company's Annual Report on Form 10-K for the fiscal year ended May 31,
1997 and incorporated herein by reference.
4.3 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.
4.4 Specimen certificate for shares of the Company's common stock, par
value $0.01 per share, filed as Exhibit F to the Company's
Registration Statement on Form 8-A dated October 17, 1994, is
incorporated herein by reference.
4.5 Rights Agreement, dated as of January 17, 1997, by and between the
Company and Harris Trust and Savings Bank, as Rights Agent, including
exhibits thereto, filed as Exhibit 1 to the Company's Registration
Statement on Form 8-A dated January 27, 1997, is incorporated herein
by reference.
4.6 Form of rights certificate to purchase Series A Preferred Stock, par
value $0.01 per share, filed as Exhibit 3 to the Company's
Registration Statement on Form 8-A dated January 27, 1997, is
incorporated herein by reference.
4.7 The Company's 1998 Restricted Stock Plan.
5.1 Opinion of Haynes and Boone, L.L.P.
23.1 Consent of KPMG 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).
</TABLE>
-7-
<PAGE>
EXHIBIT 4.7
INPUT/OUTPUT, INC.
1998 RESTRICTED STOCK PLAN
The Input/Output, Inc. 1998 Restricted Stock Plan (hereinafter called the
"Plan") was adopted by the Board of Directors of Input/Output, Inc., a Delaware
corporation (hereinafter called the "Sponsoring Company"), effective as of June
1, 1998.
ARTICLE 1
PURPOSE
The purpose of the Plan is to attract and retain the services of key
management employees of the Company and its Subsidiaries and to provide such
persons with a proprietary interest in the Company through the granting of
restricted stock that will
(a) increase the interest of such persons in the Company's welfare;
(b) furnish an incentive to such persons to continue their services
for the Company;
(c) provide a means through which the Company may attract able
persons as employees; and
(d) in instances where authorized by the Committee, provide certain
key employees additional incentives to make substantial
contributions to the Company's growth measured by the attainment
of performance goals.
ARTICLE 2
DEFINITIONS
For the purpose of the Plan, unless the context requires otherwise, the
following terms shall have the meanings indicated:
2.1 "Award" means a grant of Restricted Stock.
2.2 "Award Agreement" means a written agreement between a Participant and
the Company which sets out the terms of the grant of an Award.
2.3 "Board" means the board of directors of the Company.
2.4 "Change of 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 the
assets of the Company (a "Business Combination"), in each case unless, following
such Business Combination, the holders of the outstanding Common Stock of the
Company 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 Securities Exchange Act of 1934
(the "1934 Act") or any "group" (as such term is used in Rule 13d-5 promulgated
under the 1934 Act) other than an Employer or a successor of an Employer, or any
employee benefit plan of an Employer (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 common 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 elections, 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. For purposes of this definition, the term "Company" shall include any
successor or assignee of such corporation, which successor or assignee assumes
such status other than pursuant to an event or occurrence constituting a "Change
of Control."
Ex. 4.7 Page -1-
<PAGE>
2.5 "Code" means the Internal Revenue Code of 1986, as amended.
2.6 "Committee" means the committee appointed or designated by the Board
to administer the Plan in accordance with ARTICLE 3 of this Plan.
2.7 "Common Stock" means the common stock, par value $0.01 per share,
which the Company is currently authorized to issue or may in the future be
authorized to issue.
2.8 "Date of Grant" means the effective date on which an Award is made to
a Participant as set forth in the applicable Award Agreement; provided, however,
that solely for purposes of Section 16 of the 1934 Act and the rules and
regulations promulgated thereunder, the Date of Grant of an Award shall be the
date of stockholder approval of the Plan if such date is later than the
effective date of such Award as set forth in the Award Agreement.
2.9 "Employee" means common law employee (as defined in accordance with
the Regulations and Revenue Rulings then applicable under Section 3401(c) of the
Code) of the Company or any Subsidiary of the Company.
2.10 "Employer" shall mean the Company or any affiliated company or
Subsidiary of the Company that adopts the Plan.
2.11 "Fair Market Value" of a share of Common Stock is the closing sales
price per share on the New York Stock Exchange Consolidated Tape, or such
reporting service as the Committee may select, on the appropriate date, or in
the absence of reported sales on such day, the most recent previous day for
which sales were reported.
2.12 "Participant" shall mean an Employee of the Company or a Subsidiary to
whom an Award is granted under this Plan.
2.13 "Plan" means this Input/Output, Inc. 1998 Restricted Stock Plan, as
amended from time to time.
2.14 "Reporting Participant" means a Participant who is subject to the
reporting requirements of Section 16 of the 1934 Act.
2.15 "Restricted Stock" means shares of Common Stock issued or transferred
to a Participant pursuant to this Plan which are subject to restrictions or
limitations set forth in this Plan and in a related Award Agreement.
2.16 "Restriction Period" shall have the meaning set forth in SECTION
6.5(a) hereof.
2.17 "Retirement" means any Termination of Service solely due to retirement
after attaining age 65, or permitted early retirement as determined by the
Committee.
2.18 "Subsidiary" means (i) any corporation in an unbroken chain of
corporations beginning with the Company, if each of the corporations other than
the last corporation in the unbroken chain owns stock possessing a majority of
the total combined voting power of all classes of stock in one of the other
corporations in the chain, (ii) any limited partnership, if the Company or any
corporation described in item (i) above owns a majority of the general partner
interests and a majority of the limited partners' interests entitled to vote on
the removal and replacement of the general partner, and (iii) any general
partnership or limited liability company, if the partners or members thereof are
composed only of the Company, any corporation listed in item (i) above or any
limited partnership listed in item (ii) above. "Subsidiaries" means more than
one of any such corporations, limited partnerships, general partnerships or
limited liability companies.
2.19 "Termination of Service" occurs when a Participant who is an Employee
of the Company or any Subsidiary shall cease to serve as an Employee of the
Company and its Subsidiaries, for any reason.
2.20 "Total and Permanent Disability" means the Participant's total and
permanent disability, as that term is described in Section 22(e) of the Code.
Ex. 4.7 Page -2-
<PAGE>
ARTICLE 3
ADMINISTRATION
The Plan shall be administered by the Compensation Committee of the Board
or another committee appointed by the Board (the "Committee"). The Committee
shall consist of not fewer than two persons. 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.
The Committee shall select one of its members to act as its Chairman. 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 determine and designate from time to time the eligible
persons to whom Awards will be granted and shall set forth in each related Award
Agreement, the Date of Grant and such other terms, provisions, limitations, and
performance requirements, as are approved by the Committee, but not inconsistent
with the Plan.
The Committee, in its discretion, shall (i) interpret the Plan, (ii)
prescribe, amend, and rescind any rules and regulations necessary or appropriate
for the administration of the Plan, and (iii) make such other determinations and
take such other action as it deems necessary or advisable in the administration
of the Plan. Any interpretation, determination, or other action made or taken
by the Committee shall be final, binding, and conclusive on all interested
parties.
With respect to restrictions in the Plan that are based on the requirements
of Rule 16b-3 promulgated under the 1934 Act, Section 162(m) of the Code, the
rules of any securities exchange or inter-dealer quotation system upon which the
Company's securities are listed or quoted, or any other applicable law, rule or
restriction (collectively, "applicable law"), to the extent that any such
restrictions are no longer required by applicable law, the Committee shall have
the sole discretion and authority to grant Awards that are not subject to such
mandated restrictions and/or to waive any such mandated restrictions with
respect to outstanding Awards.
ARTICLE 4
ELIGIBILITY
Employees who are eligible to participate in the Plan (including an
Employee who is also a director or an officer) are those Employees whom the
Committee determines are key Employees. The Committee, upon its own action, may
grant, but shall not be required to grant, an Award to any Employee or potential
Employee of the Company or any Subsidiary. Awards may be granted by the
Committee at any time and from time to time to new Participants, or to existing
Participants, or to a greater or lesser number of Participants, and may include
or exclude previous Participants, as the Committee shall determine. Except as
required by this Plan, all Awards shall not be required to contain the same or
similar provisions. The Committee's determinations under the Plan (including
without limitation determinations of which Employees or potential Employees, if
any, are to receive Awards, the form, amount and timing of such Awards, the
terms and provisions of such Awards and the agreements evidencing same) need not
be uniform and may be made by it selectively among Employees who receive, or are
eligible to receive, Awards under the Plan.
ARTICLE 5
SHARES SUBJECT TO PLAN
Subject to adjustment as provided in ARTICLES 9 AND 10, the maximum number
of shares of Common Stock that may be delivered pursuant to Awards granted under
the Plan is (a) One Hundred Thousand (100,000) shares; plus (b) shares of Common
Stock previously subject to Awards which are forfeited, terminated, settled in
cash in lieu of Common Stock, or exchanged for Awards that do not involve Common
Stock. Shares to be issued may be made available from authorized but unissued
Common Stock, Common Stock held by the Company in its treasury, or Common Stock
purchased by the Company on the open market or otherwise. During the term of
this Plan, the Company will at all times reserve and keep available the number
of shares of Common Stock that shall be sufficient to satisfy the requirements
of this Plan.
ARTICLE 6
GRANT OF AWARDS
6.1 In General. The grant of an Award shall be authorized by the
Committee and shall be evidenced by an Award Agreement setting forth the Award
being granted, the total number of shares of Common Stock subject to the Award,
the Date of Grant,
Ex. 4.7 Page -3-
<PAGE>
and such other terms, provisions, limitations, and performance objectives, as
are approved by the Committee, but not inconsistent with the Plan. The
Company shall execute an Award Agreement with a Participant after the
Committee approves the issuance of an Award. Any Award granted pursuant to
this Plan must be granted within ten (10) years of the date of adoption of
this Plan. The Plan shall be submitted to the Company's stockholders for
approval; however, the Committee may grant Awards under the Plan prior to the
time of stockholder approval. Any such Award granted prior to such
stockholder approval shall be made subject to such stockholder approval. The
grant of an Award to a Participant shall not be deemed either to entitle the
Participant to, or to disqualify the Participant from, receipt of any other
Award under the Plan.
If the Committee establishes a purchase price for an Award, the Participant
must accept such Award within a period of 30 days (or such shorter period as the
Committee may specify) after the Date of Grant by executing the applicable Award
Agreement and paying such purchase price.
6.2 MAXIMUM INDIVIDUAL GRANTS. No Participant may receive, during any
fiscal year of the Company, Awards covering an aggregate of more than Fifty
Thousand (50,000) shares of Common Stock.
6.3 AWARD AGREEMENT. The Committee shall set forth in the related Award
Agreement: (i) the number of shares of Common Stock awarded, (ii) the price, if
any, to be paid by the Participant for such Restricted Stock, (iii) the time or
times within which such Award may be subject to forfeiture, (iv) specified
performance goals (if applicable) of the Company, a Subsidiary, any division
thereof or any group of Employees of the Company, or any other criteria, which
the Committee determines must be met in order to remove any restrictions
(including vesting) on such Award, and (v) all other terms, limitations,
restrictions, and conditions of the Restricted Stock, which shall be consistent
with this Plan. The provisions of Restricted Stock need not be the same with
respect to each Participant.
6.4 CUSTODY OF SHARES; LEGEND ON SHARES. Each Participant who is awarded
Restricted Stock shall be issued a stock certificate or certificates in respect
of such shares of Common Stock. Such certificate(s) shall be registered in the
name of the Participant, and shall bear an appropriate legend referring to the
terms, conditions, and restrictions applicable to such Restricted Stock,
substantially as provided in SECTION 13.8 of the Plan. The Committee may
require that the stock certificates evidencing shares of Restricted Stock be
held in custody by the Company until the restrictions thereon shall have lapsed,
and that the Participant deliver to the Committee a stock power or stock powers,
endorsed in blank, relating to the shares of Restricted Stock.
6.5 RESTRICTIONS AND CONDITIONS. Shares of Restricted Stock shall be
subject to the following restrictions and conditions:
(a) NO DISPOSITION DURING RESTRICTION PERIOD. Subject to the other
provisions of this Plan and the terms of the particular Award Agreements,
during such period as may be determined by the Committee commencing on the
Date of Grant (the "Restriction Period"), the Participant shall not be
permitted to sell, transfer, pledge, assign, or otherwise dispose of shares
of Restricted Stock. The Restriction Period for shares of Restricted Stock
shall commence on the Date of Grant of such shares and, subject to ARTICLE
10 of the Plan, shall expire upon satisfaction of the conditions set forth
in the Award Agreement; such conditions may provide for vesting based on
(i) length of continuous service, (ii) achievement of specific business
objectives, (iii) increases in specified indices, (iv) attainment of
specified growth rates, or (v) other comparable measurements of Company
performance (or that of any Subsidiary or division thereof), as may be
determined by the Committee in its sole discretion. If the Committee
imposes conditions upon vesting, then subsequent to the Date of Grant, the
Committee may, in its sole discretion, accelerate the date on which all or
any portion of the Award may be vested.
(b) RIGHTS DURING RESTRICTION PERIOD. Except as provided in
paragraph (a) above, the Participant shall have, with respect to his or her
Restricted Stock, all of the rights of a stockholder of the Company,
including the right to vote the shares, and the right to receive any
dividends thereon.
(c) LAPSE OF RESTRICTIONS. Certificates for shares of Common Stock
free of restriction under this Plan shall be delivered to the Participant
promptly after, and only after, the Restriction Period shall expire as a
result of satisfaction of the conditions set forth in the Award Agreement.
(d) FORFEITURE. Subject to the provisions of the particular Award
Agreement, upon Termination of Service for any reason other than the
Participant's death, Total and Permanent Disability, or Retirement during
the Restriction Period, the nonvested shares of Restricted Stock shall be
forfeited by the Participant. In addition, an Award Agreement may provide
for forfeiture of shares of Restricted Stock upon the occurrence of other
events, including failure to achieve certain goals or objectives during a
specified period of time. In the event a Participant has paid any
consideration to the Company for such forfeited Restricted Stock, the
Company shall, as soon as practicable after the event causing forfeiture
(but in any event within
Ex. 4.7 Page -4-
<PAGE>
five (5) business days), pay to the Participant, in cash, an amount
equal to the total consideration paid by the Participant for such
forfeited shares. Upon any forfeiture, all rights of a Participant with
respect to the forfeited shares of the Restricted Stock shall cease and
terminate, without any further obligation on the part of the Company.
Certificates for the shares of Common Stock forfeited under the
provisions of the Plan and the applicable Award Agreement shall be
promptly returned to the Company by the forfeiting Participant. Each
Award Agreement shall require that (i) each Participant, by his or her
acceptance of Restricted Stock, irrevocably grants to the Company a
power of attorney to transfer to the Company any shares so forfeited,
and agrees to execute any documents requested by the Company in
connection with such forfeiture and transfer, and (ii) such provisions
regarding returns and transfers of stock certificates with respect to
forfeited shares of Common Stock shall be specifically performable by
the Company in a court of equity or law.
ARTICLE 7
AMENDMENT OR DISCONTINUANCE
Subject to the limitations set forth in this ARTICLE 7, 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. Any such
amendment shall, to the extent deemed necessary or advisable by the Committee,
be applicable to any outstanding Awards theretofore granted under the Plan,
notwithstanding any contrary provisions contained in any Award Agreement. In
the event of any such amendment to the Plan, the holder of any Award outstanding
under the Plan shall, upon request of the Committee and as a condition to the
vesting thereof, execute a conforming amendment to his applicable Award
Agreement in the form prescribed by the Committee. Notwithstanding anything
contained in this Plan to the contrary, unless required by law, no action
contemplated or permitted by this ARTICLE 7 shall adversely affect any rights of
Participants or obligations of the Company to Participants with respect to any
Award theretofore granted under the Plan without the consent of the affected
Participant.
ARTICLE 8
TERM
The Plan shall be effective from the date that this Plan is approved by the
Board. Unless sooner terminated by action of the Board, the Plan will terminate
on June 1, 2008, but Awards granted before that date will continue to be
effective in accordance with their terms and conditions.
ARTICLE 9
CAPITAL ADJUSTMENTS
If at any time while the Plan is in effect, or Awards are outstanding,
there shall be any increase or decrease in the number of issued and outstanding
shares of Common Stock resulting from (a) the declaration or payment of a stock
dividend, (b) any recapitalization resulting in a stock split-up, combination,
or exchange of shares of Common Stock, or (c) other increase or decrease in such
shares of Common Stock effected without receipt of any consideration by the
Company, 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 the Plan and in
the maximum number of shares of Common Stock that may be awarded to a
Participant 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
outstanding shares of Restricted Stock with respect to which the applicable
Restriction Period has not expired prior to any such change.
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, options, 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 outstanding shares of Restricted Stock.
Ex. 4.7 Page -5-
<PAGE>
Upon the occurrence of each event requiring an adjustment with respect to
any Award, the Company shall mail to each affected Participant its computation
of such adjustment which shall be conclusive and shall be binding upon each such
Participant.
ARTICLE 10
RECAPITALIZATION, MERGER AND
CONSOLIDATION; CHANGE IN CONTROL
The existence of this Plan and Awards 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 and its business, or any merger or
consolidation of the Company, or any issue of bonds, debentures, preferred or
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.
Subject to any required action by the stockholders, if the Company shall be
the surviving or resulting corporation in any merger, consolidation or share
exchange, any Award 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 Award would have been
entitled.
In the event of any merger, consolidation or share exchange pursuant to
which the Company is not the surviving or resulting corporation, there shall be
substituted for each share of Common Stock subject to the unexercised portions
of such outstanding Awards, that number of shares of each class of stock or
other securities or that amount of cash, property, or assets of the surviving,
resulting or consolidated company which were distributed or distributable to the
stockholders of the Company in respect to each share of Common Stock held by
them.
In the event of a Change of Control, then, notwithstanding any other
provision in this Plan to the contrary, all Restriction Periods applicable to
all outstanding Awards of Restricted Stock shall automatically expire.
The determination of the Committee that any of the foregoing conditions has
been met shall be binding and conclusive on all parties.
ARTICLE 11
LIQUIDATION OR DISSOLUTION
In case the Company shall, at any time while any Award under this Plan
shall be in force and its Restriction Period remains unexpired, (i) sell all or
substantially all of its property, or (ii) dissolve, liquidate, or wind up its
affairs, then each Participant shall be thereafter entitled to receive, in lieu
of each share of Common Stock of the Company which such Participant would have
been entitled to receive under the Award, the same kind and amount of any
securities or assets as may be issuable, distributable, or payable upon any such
sale, dissolution, liquidation, or winding up with respect to each share of
Common Stock of the Company.
ARTICLE 12
AWARDS IN SUBSTITUTION FOR
AWARDS GRANTED BY OTHER CORPORATIONS
Awards may be granted under the Plan from time to time in substitution for
similar instruments held by employees of a corporation who become or are about
to become key Employees of the Company or any Subsidiary as a result of a merger
or consolidation of the employing corporation with the Company or the
acquisition by the Company of stock of the employing corporation. The terms and
conditions of the substitute Awards so granted may vary from the terms and
conditions set forth in this Plan to such extent as the Committee at the time of
grant may deem appropriate to conform, in whole or in part, to the provisions of
the Awards in substitution for which they are granted.
ARTICLE 13
MISCELLANEOUS PROVISIONS
13.1 INVESTMENT INTENT. The Company may require that there be presented to
and filed with it by any Participant under the Plan, such evidence as it may
deem necessary to establish that the Award granted or the shares of Common Stock
to be transferred to the Participants are being acquired for investment and not
with a view to their distribution.
Ex. 4.7 Page -6-
<PAGE>
13.2 NO RIGHT TO CONTINUED EMPLOYMENT. Neither the Plan nor any Award
granted under the Plan shall confer upon any Participant any right with respect
to continuance of employment by the Company or any Subsidiary.
13.3 INDEMNIFICATION OF BOARD AND COMMITTEE. No 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 members of the Board or the Committee, and each 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.
13.4 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 person any right to be
granted an Award or any other rights except as may be evidenced by an Award
Agreement, or any amendment thereto, duly authorized by the Committee and
executed on behalf of the Company, and then only to the extent and upon the
terms and conditions expressly set forth therein.
13.5 COMPLIANCE WITH OTHER LAWS AND REGULATIONS. Notwithstanding anything
contained herein to the contrary, the Company shall not be required to issue
shares of Common Stock under any Award if the issuance thereof would constitute
a violation by the Participant or the Company of any provisions of any law or
regulation of any governmental authority or any national securities exchange or
inter-dealer quotation system or other forum in which shares of Common Stock are
quoted or traded (including without limitation Section 16 of the 1934 Act and
Section 162(m) of the Code); and, as a condition of any sale or issuance of
shares of Common Stock under an Award, the Committee may require such agreements
or undertakings, if any, as the Committee may deem necessary or advisable to
assure compliance with any such law or regulation. The Plan, the grant of
Awards hereunder, and the obligation of the Company to deliver shares of Common
Stock, shall be subject to all applicable federal and state laws, rules and
regulations and to such approvals by any government or regulatory agency as may
be required.
13.6 TAX REQUIREMENTS. The Company shall have the right to deduct from all
amounts hereunder paid in cash or other form, any Federal, state, or local taxes
required by law to be withheld with respect to such payments. The Participant
receiving shares of Common Stock issued under the Plan shall be required to pay
the Company the amount of any taxes which the Company is required to withhold
with respect to such shares of Common Stock.
13.7 USE OF PROCEEDS. Proceeds from any sale of shares of Common Stock
pursuant to Awards granted under this Plan shall constitute general funds of the
Company.
13.8 LEGEND. Each certificate representing shares of Restricted Stock
issued to a Participant shall bear the following legend, or a similar legend
deemed by the Company to constitute an appropriate notice of the provisions
hereof (any such certificate not having such legend shall be surrendered upon
demand by the Company and so endorsed):
On the face of the certificate:
"Transfer of this stock is restricted in accordance with
conditions printed on the reverse of this certificate."
On the reverse:
"The shares of stock evidenced by this certificate are subject to
and transferrable only in accordance with that certain
Input/Output, Inc. 1998 Restricted Stock Plan, a copy of which is
on file at the principal executive offices of the Company in
Stafford, Texas. No transfer or pledge of the shares evidenced
hereby may be made except in accordance with and subject to the
provisions of said Plan. By acceptance of this certificate, any
holder, transferee or pledgee hereof agrees to be bound by all of
the provisions of said Plan."
The following legend shall be inserted on each certificate evidencing
Common Stock issued under the Plan if the shares were not issued in a
transaction registered under the applicable federal and state securities laws:
"Shares of stock represented by this certificate have been
acquired by the holder for investment and not for resale,
transfer or distribution, have been issued pursuant to exemptions
from the registration requirements of applicable state and
federal securities laws, and may not be offered for sale, sold or
transferred other than pursuant to effective registration under
such laws, or in transactions otherwise in compliance with such laws,
and upon evidence satisfactory to the Company of compliance with
Ex. 4.7 Page -7-
<PAGE>
such laws, as to which the Company may rely upon an opinion of
counsel satisfactory to the Company."
A copy of this Plan shall be kept on file in the principal executive
offices of the Company in Stafford, Texas.
Ex. 4.7 Page -8-
<PAGE>
EXHIBIT 5.1
HAYNES AND BOONE, L.L.P.
1000 Louisiana Street, Suite 4300
Houston, Texas 77002
(713) 547-2000
June 4, 1999
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 100,000 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 1998 Restricted Stock 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 100,000 shares of Common Stock
and the corresponding rights to purchase Series A Preferred Stock, par value
$0.01 per share, of the Company covered by the Registration Statement, which may
be issued from time to time 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.
Ex. 5.1 Page -1-
<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, 1998, relating to the
consolidated balance sheets of Input/Output, Inc. and subsidiaries as of May 31,
1998 and 1997, 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, 1998, and related financial statement schedule, which
report appears in the May 31, 1998 annual report on Form 10-K of Input/Output,
Inc.
/s/ KPMG LLP
KPMG LLP
Houston, Texas
June 4, 1999
Ex. 23.1 Page -1-
