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COMMISSION FILE NO.
FORM 8-A/A-1
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES
PURSUANT TO SECTION 12(b) OR (g) OF THE
SECURITIES EXCHANGE ACT OF 1934
INPUT/OUTPUT, INC.
(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
DELAWARE 22-2286646
(STATE OF INCORPORATION) (IRS EMPLOYER IDENTIFICATION NO.)
11104 WEST AIRPORT BOULEVARD, STAFFORD, TEXAS 77477
(ADDRESS OF PRINCIPAL EXECUTIVE OFFICES)(ZIP CODE)
SECURITIES TO BE REGISTERED PURSUANT TO SECTION 12(b) OF THE ACT:
TITLE OF EACH CLASS NAME OF EACH EXCHANGE ON WHICH
TO BE SO REGISTERED EACH CLASS IS TO BE REGISTERED
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RIGHTS TO PURCHASE SERIES A PREFERRED STOCK NEW YORK STOCK EXCHANGE
IF THIS FORM RELATES TO THE REGISTRATION OF A CLASS OF DEBT SECURITIES
AND IS EFFECTIVE UPON FILING PURSUANT TO GENERAL INSTRUCTION A.(c)(1), PLEASE
CHECK THE FOLLOWING BOX. / /
IF THIS FORM RELATES TO THE REGISTRATION OF A CLASS OF DEBT SECURITIES
AND IS TO BECOME EFFECTIVE SIMULTANEOUSLY WITH THE EFFECTIVENESS OF A
CONCURRENT REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 PURSUANT
TO GENERAL INSTRUCTION A.(c)(2), PLEASE CHECK THE FOLLOWING BOX. / /
SECURITIES TO BE REGISTERED PURSUANT TO SECTION 12(g) OF THE ACT:
NONE
(TITLE OF CLASS)
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The undersigned registrant hereby amends Items 1 and 2 of its
Registration Statement on Form 8-A (File No. 1-13402), filed with the
Securities and Exchange Commission on January 27, 1997, as set forth below.
ITEM 1. DESCRIPTION OF SECURITIES TO BE REGISTERED
On April 21, 1999, Input/Output, Inc. (the "Company") and Harris Trust
and Savings Bank, as Rights Agent (the "Rights Agent") entered into the First
Amendment ("Amendment No. 1") to the Rights Agreement (the "Rights
Agreement"), dated as of January 17, 1997, by and between the Company and the
Rights Agent.
On January 17, 1997, the Board of Directors of the Company declared a
dividend distribution of one Right for each outstanding share of the
Company's common stock, $0.01 par value (the "Common Stock"), to stockholders
of record at the close of business on January 27, 1997. Each Right entitles
the registered holder to purchase from the Company one one-thousandth
(1/1,000) of a share of Series A Preferred Stock, par value $0.01 per share
(the "Preferred Stock"), at a Purchase Price of $200 per one one-thousandth
(1/1,000) of a share, subject to adjustment. The description and terms of the
Rights are set forth in a Rights Agreement between the Company and the Rights
Agent.
Initially, the Rights will be attached to all Common Stock certificates
representing shares then outstanding, and no separate Rights Certificates
will be distributed. The Rights will separate from the Common Stock upon the
earlier of (i) the date of a public announcement by the Company that a person
or group of affiliated or associated persons (an "Acquiring Person") has
acquired, or obtained the right to acquire, beneficial ownership of twenty
percent (20%) or more of the outstanding shares of Common Stock (the "Stock
Acquisition Date"), or (ii) ten (10) business days (or such later date as the
Board of Directors shall determine) following the commencement of a tender or
exchange offer that would result in a person or group beneficially owning
twenty percent (20%) or more of such outstanding shares of Common Stock. The
date the Rights separate is referred to as the "Distribution Date."
Until the Distribution Date, (i) the Rights will be evidenced by the
Common Stock certificates and will be transferred only with such Common Stock
certificates, (ii) new Common Stock certificates issued after January 27,
1997 will contain a notation incorporating the Rights Agreement by reference,
and (iii) the surrender for transfer of any certificates for Common Stock
outstanding will also constitute the transfer of the Rights associated with
the Common Stock represented by such certificates.
The Rights are not exercisable until the Distribution Date and will
expire at the close of business on January 27, 2007, unless earlier redeemed
by the Company as described below.
As soon as practicable after the Distribution Date, Rights Certificates
will be mailed to holders of record of the Common Stock as of the close of
business on the
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Distribution Date and, thereafter, the separate Rights Certificates will
represent the Rights. Except in connection with shares of Common Stock issued
or sold pursuant to the exercise of stock options or under any employee plan
or arrangements, or upon the exercise, conversion or exchange of securities
hereinafter issued by the Company, or as otherwise determined by the Board of
Directors, only shares of Common Stock issued prior to the Distribution Date
will be issued with Rights.
In the event that (i) the Company is the surviving corporation in a
merger or other business combination with an Acquiring Person (or any
associate or affiliate thereof) and its Common Stock remains outstanding and
unchanged, (ii) any person shall acquire beneficial ownership of more than
twenty percent (20%) of the outstanding shares of Common Stock (except
pursuant to certain consolidations or mergers involving the Company or sales
or transfers of the combined assets, cash flow or earning power of the
Company and its subsidiaries), or (iii) there occurs a reclassification of
securities, a recapitalization of the Company or any of certain business
combinations or other transactions (other than certain consolidations and
mergers involving the Company and sales or transfers of the combined assets,
cash flow or earning power of the Company and its subsidiaries) involving the
Company or any of its subsidiaries which has the effect of increasing by more
than one percent (1%) the proportionate share of any class of the outstanding
equity securities of the Company or any of its subsidiaries beneficially
owned by an Acquiring Person (or any associate or affiliate thereof), each
holder of a Right (other than the Acquiring Person and certain related
parties) will thereafter have the right to receive, upon exercise, Common
Stock (or, in certain circumstances, cash, property or other securities of
the Company) having a value equal to two times the Purchase Price of the
Right. Notwithstanding any of the foregoing, following the occurrence of any
of the events described in this paragraph, all Rights that are, or (under
certain circumstances specified in the Rights Agreement) were, beneficially
owned by any Acquiring Person will be null and void.
In the event that, at any time following the Stock Acquisition Date, (i)
the Company shall enter into a merger or other business combination
transaction in which the Company is not the surviving corporation, (ii) the
Company is the surviving corporation in a consolidation, merger or similar
transaction pursuant to which all or part of the outstanding shares of Common
Stock are changed into or exchanged for stock or other securities of any
other person or cash or any other property or (iii) more than 50% of the
combined assets, cash flow or earning power of the Company and its
subsidiaries is sold or transferred (in each case other than certain
consolidations with, mergers with and into, or sales of assets, cash flow or
earning power by or to subsidiaries of the Company as specified in the Rights
Agreement), each holder of a Right (except Rights which previously have been
voided as set forth above) shall thereafter have the right to receive, upon
exercise, common stock of the acquiring company having a value equal to two
times the Purchase Price of the Right. The events described in this paragraph
and in the preceding paragraph are referred to as the "Triggering Events."
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The Purchase Price payable, the number and kind of shares covered by
each Right and the number of Rights outstanding are subject to adjustment
from time to time to prevent dilution (i) in the event of a stock dividend
on, or a subdivision, combination or reclassification of, the Preferred
Stock, (ii) if holders of the Preferred Stock are granted certain rights,
options or warrants to subscribe for Preferred Stock or securities
convertible into Preferred Stock at less than the current market price of the
Preferred Stock, or (iii) upon the distribution to holders of the Preferred
Stock of evidences of indebtedness, cash (excluding regular quarterly cash
dividends), assets (other than dividends payable in Preferred Stock) or
subscription rights or warrants (other than those referred to in (ii)
immediately above).
With certain exceptions, no adjustment in the Purchase Price will be
required until cumulative adjustments amount to at least one percent (1%) of
the Purchase Price. No fractional shares of Preferred Stock are required to
be issued (other than fractions which are integral multiples of one
one-thousandth (1/1,000) of a share of Preferred Stock) and, in lieu thereof,
the Company may make an adjustment in cash based on the market price of the
Preferred Stock on the trading date immediately prior to the date of exercise.
At any time after any person or group becomes an Acquiring Person and
prior to the acquisition by such person or group of fifty percent (50%) or
more of the outstanding shares of Common Stock, the Board of Directors of the
Company may, without payment of the Purchase Price by the holder, exchange
the Rights (other than Rights owned by such person or group, which will
become void), in whole or in part, for shares of Common Stock at an exchange
ratio of one-half (1/2) the number of shares of Common Stock (or in certain
circumstances, Preferred Stock) for which a Right is exercisable immediately
prior to the time of the Company's decision to exchange the Rights (subject
to adjustment).
At any time following the Stock Acquisition Date, the Company may redeem
the Rights in whole, but not in part, at a price of $0.001 per Right (payable
in cash, shares of Common Stock or other consideration deemed appropriate by
the Board of Directors). Immediately upon the action of the Board of
Directors ordering redemption of the Rights, the Rights will terminate and
the only right of the holders of Rights will be to receive the $0.001
redemption price.
The term "Disinterested Director" means any member of the Board of
Directors of the Company who was a member of the Board prior to the date of
the Rights Agreement, and any person who is subsequently elected to the Board
if such person is recommended or approved by a majority of the Disinterested
Directors, but shall not include an Acquiring Person, or an affiliate or
associate of an Acquiring Person, or any representative of the foregoing
entities.
Until a Right is exercised, the holder thereof, as such, will have no
rights as a stockholder of the Company, including, without limitation, the
right to vote or to receive
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dividends. While it is expected that under current federal income tax law,
the distribution of the Rights will not be taxable to stockholders or to the
Company, stockholders may, depending upon the circumstances, recognize
taxable income in the event that the Rights become exercisable for Common
Stock (or other consideration) of the Company or for common stock of an
acquiring company as set forth above or in the event that the Rights are
redeemed.
Other than those provisions relating to the principal economic terms of
the Rights, any of the provisions of the Rights Agreement may be amended by
the Board of Directors of the Company prior to the Distribution Date;
PROVIDED, that any amendments after the Stock Acquisition Date must be
approved by a majority of the Disinterested Directors. After the Distribution
Date, the provisions of the Rights Agreement may be amended by the Board in
order to cure any ambiguity, inconsistency or defect, to make changes which
do not adversely affect the interest of holders of Rights (excluding the
interest of any Acquiring Person) or to shorten or lengthen any time period
under the Rights Agreement; PROVIDED, HOWEVER, that no amendment to adjust
the time period governing redemption shall be made at such time as the Rights
are not redeemable.
A copy of the Rights Agreement has been filed with the Securities and
Exchange Commission as an Exhibit to a Registration Statement on Form 8-A
filed on January 27, 1997. A copy of the Rights Agreement is available free
of charge from the Rights Agent. This summary description of the Rights does
not purport to be complete and is qualified in its entirety by reference to
the Rights Agreement, which is incorporated herein by reference.
Amendment No. 1 provides that notwithstanding any provision to the
contrary contained in the Rights Agreement, neither SCF-IV, L.P., a Delaware
limited partnership ("SCF-IV"), nor any of its affiliates shall be deemed to
be an Acquiring Person as a result of any combination of the following
actions: (i) the execution and delivery of the Purchase Agreement, dated as
of April 21, 1999, by and between the Company and SCF-IV (the "Purchase
Agreement"); (ii) the acquisition of shares of the Company's Series B
Preferred Stock, $0.01 par value per share (the "Series B Preferred Stock"),
and/or the Company's Series C Preferred Stock, $0.01 par value per share (the
"Series C Preferred Stock"), in accordance with the terms of the Purchase
Agreement; (iii) the acquisition of shares of Common Stock of the Company
upon conversion of the shares of Series B Preferred Stock or Series C
Preferred Stock; (iv) the acquisition of securities of the Company in
accordance with the Purchase Agreement (including any Common Stock issuable
upon conversion, exercise or exchange thereof); or (v) an acquisition of
additional shares of Common Stock of the Company to the extent permitted by
the terms of the Purchase Agreement.
In addition, Amendment No. 1 provides that in no event shall a Stock
Acquisition Date or a Distribution Date (both as defined under the Rights
Agreement) be deemed to occur as a result of (i) the execution and delivery
of the Purchase Agreement by SCF-IV and the Company, (ii) the acquisition by
SCF-IV of shares of Series B Preferred Stock
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and/or Series C Preferred Stock of the Company in accordance with the terms
of the Purchase Agreement, (iii) the acquisition by SCF-IV of shares of
Common Stock of the Company upon conversion of the shares of Series B
Preferred Stock or Series C Preferred Stock, (iv) the acquisition by SCF-IV
of securities of the Company in accordance with the terms of the Purchase
Agreement (including any Common Stock issuable upon conversion, exercise or
exchange thereof), or (v) the acquisition by SCF-IV of additional shares of
Common Stock of the Company to the extent permitted by the terms of the
Purchase Agreement. Amendment No. 1 further amends the Rights Agreement to
include several definitions.
The Company has agreed that it will not further amend the Rights
Agreement or adopt any similar agreement, that conflicts with, or restricts
SCF-IV to a greater extent than the provisions contained in the Purchase
Agreement.
ITEM 2. EXHIBITS
1* Rights Agreement, dated as of January 17, 1997, by and between
Input/Output, Inc. and Harris Trust and Savings Bank, as Rights Agent,
including exhibits thereto.
2* Form of Certificate of Designation, Preferences and Rights of Series A
Preferred Stock of Input/Output, Inc. (attached as Exhibit 1 to the Rights
Agreement filed as Exhibit 1 hereto).
3* Form of Rights Certificate (attached as Exhibit 2 to the Rights Agreement
filed as Exhibit 1 hereto).
4* First Amendment to Rights Agreement, dated as of April 21, 1999, by and
between Input/Output, Inc. and Harris Trust and Savings Bank, as Rights
Agent, (amending Rights Agreement filed as Exhibit 1 hereto), is
incorporated by reference to Exhibit 10.3 to Input/Output, Inc.'s Current
Report on Form 8-K, which was filed with the Securities and Exchange
Commission on May 7, 1999.
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* Previously filed
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SIGNATURES
Pursuant to the requirements of Section 12 of the Securities Exchange Act of
1934, as amended, the Registrant has duly caused this registration statement to
be signed on its behalf by the undersigned, thereunto duly authorized.
Input/Output, Inc.
May 7, 1999 By: /s/ W. J. Zeringue
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W. J. Zeringue
Chairman of the Board of Directors and
Chief Executive Officer
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