<PAGE>
As filed with the Securities and Exchange Commission on May 4, 2000
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. 2000 RESTRICTED STOCK PLAN
(Full Title of Plan)
C. ROBERT BUNCH, ESQ.
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 200,000 $8.0625 $1,612,500.00 $425.70
=========================================================================================================================
</TABLE>
(1) Pursuant to Rule 416(c), 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. 2000 Restricted Stock Plan (the
"Plan").
(2) The 200,000 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 May 2, 2000 as reported on the New York Stock Exchange composite
tape ($8.0625 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 August 20, 1999, as filed with
the Commission on Form 10-K, File No. 1-12691, for the fiscal year ended May 31,
1999;
(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,
1999;
(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
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<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.
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, 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,
is 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.
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<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 2000 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).
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.
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<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.
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<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 April 27, 2000.
INPUT/OUTPUT, INC.
By: /s/ C. ROBERT BUNCH
---------------------------------------
C. Robert Bunch
Vice President, Chief Administrative
Officer and Secretary
(Principal Financial Officer)
POWER OF ATTORNEY
Each of the undersigned hereby appoints Tim Probert and C. Robert
Bunch, 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 April 27, 2000.
<TABLE>
<CAPTION>
SIGNATURE TITLE
--------- -----
<S> <C>
/s/ TIM PROBERT Director, President and Chief Executive
- ------------------------------- Officer (Principal Executive Officer)
Tim Probert
/s/ C. ROBERT BUNCH Vice President, Chief Administrative
- ------------------------------- Officer and Secretary
C. Robert Bunch (Principal Financial Officer)
/s/ JAMES M. LAPEYRE, JR. Director and Chairman of the Board
- -------------------------------
James M. Lapeyre, Jr.
/s/ DAVID C. BALDWIN Director
- -------------------------------
David C. Baldwin
/s/ ROBERT P. BRINDLEY Director
- -------------------------------
Robert P. Brindley
/s/ ERNEST E. COOK Director
- -------------------------------
Ernest E. Cook
/s/ THEODORE H. ELLIOTT, JR. Director
- -------------------------------
Theodore H. Elliott, Jr.
/s/ ROBERT PEEBLER Director
- -------------------------------
Robert Peebles
Director
- -------------------------------
Axel M. Sigmar
Director
- -------------------------------
Sam K. Smith
/s/ WILLIAM F. WALLACE Director
- -------------------------------
William F. Wallace
</TABLE>
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<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 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,
is 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 2000 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).
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<PAGE>
EXHIBIT 4.7
INPUT/OUTPUT, INC.
2000 RESTRICTED STOCK PLAN
The Input/Output, Inc. 2000 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 March 13, 2000.
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 under the Plan.
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
<PAGE>
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."
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.
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. 2000 Restricted Stock
Plan, as amended from time to time.
2.14 "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.
2.15 "Restriction Period" shall have the meaning set forth in
SECTION 6.5(a) hereof.
2.16 "Retirement" means any Termination of Service solely due to
retirement after attaining age 65, or permitted early retirement as determined
by the Committee.
2.17 "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
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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.
2.18 "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.
2.19 "Total and Permanent Disability" means the Participant's
total and permanent disability, as that term is described in Section 22(e) of
the Code.
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 (if any), 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.
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
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<PAGE>
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) Two Hundred Thousand (200,000) shares; plus (b)
any shares of Common Stock previously subject to Awards which are forfeited,
terminated, settled in cash in lieu of Common Stock, or exchanged for other
awards that do not involve Common Stock. Shares to be issued or delivered 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; provided however, that shares to be delivered
with regards to the initial grant of Awards under this Plan shall be made
available only from Company treasury shares or Common Stock repurchased by the
Company.
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, 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 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 a Restricted Stock
Award 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.
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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 particular 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 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
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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 March 13, 2010, 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.
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
10.1 RIGHT OF THE COMPANY. 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
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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.
10.2 MERGER, CONSOLIDATION IF THE COMPANY IS SURVIVOR. Subject to
any required action by the stockholders (and except as otherwise provided in
SECTION 10.3 below), 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.
10.3 MERGER, CONSOLIDATION IF THE COMPANY IS NOT SURVIVOR. In the
event of any merger, consolidation or share exchange pursuant to which the
Company is not the surviving or resulting corporation, (or the Company is the
surviving entity but the Common Stock of the Company is exchanged for cash,
property, securities or other consideration of or from any other entity) there
shall be substituted for each share of Common Stock subject to the unexercised
portions of such outstanding Awards, (i) 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 entity which were distributed or
distributable to the stockholders of the Company in respect of each share of
Common Stock held by them, or (ii) such number of shares of stock, or other
securities, or such amount of cash, property or assets (or any combination
thereof) as proportionate in value as reasonably practicable to the
consideration distributed or distributable to the stockholders of the Company
with respect to each share of Common Stock held by them.
10.4 CHANGE OF CONTROL. In the event of a Change of Control, the
acceleration of vesting of nonvested shares of Restricted Stock and the
expiration of the Restriction Period(s) with respect thereto shall be governed
by the provisions of the applicable Award Agreement.
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.
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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.
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 or deliver shares of Common Stock under any Award if the issuance or
delivery thereof would constitute a violation by the Participant or the
Company of any provisions of any law or regulation of any governmental
authority or the rules of any national securities exchange or inter-dealer
quotation system or other forum in which shares of Common Stock are quoted or
traded; 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):
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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 the terms of the
Input/Output, Inc. 2000 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 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.
IN WITNESS WHEREOF, the Company has caused this instrument to be
executed pursuant to action taken by the Board.
INPUT/OUTPUT, INC.
By:
--------------------------------
Name:
-------------------------
Title:
------------------------
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EXHIBIT 5.1
HAYNES AND BOONE, L.L.P.
1000 Louisiana Street, Suite 4300
Houston, Texas 77002
(713) 547-2000
May 4, 2000
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 200,000 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 2000 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 200,000 shares of Common
Stock 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.
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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 July 8, 1999 relating to the
consolidated balance sheets of Input/Output, Inc. and subsidiaries as of May
31, 1999 and 1998, and the related consolidated statements of operations,
stockholders' equity and comprehensive earnings, and cash flows for each of
the years in the three-year period ended May 31, 1999, and related financial
statement schedule, which report appears in the May 31, 1999 annual report on
Form 10-K of Input/Output, Inc.
/s/ KPMG LLP
KPMG LLP
Houston, Texas
May 4, 2000
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