<PAGE> 1
REGISTRATION NO. 333-80299
As filed with the Securities and Exchange Commission on November 6, 2000
================================================================================
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
------------------------
POST-EFFECTIVE AMENDMENT NO. 1 TO
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)
12300 CHARLES E. SELECMAN DRIVE
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. 1990 AMENDED AND RESTATED STOCK OPTION PLAN
(Full Title of Plan)
C. ROBERT BUNCH, ESQ.
INPUT/OUTPUT, INC.
12300 CHARLES E. SELECMAN DRIVE
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 REGISTRATION
SECURITIES TO BE REGISTERED REGISTERED PER SHARE OFFERING PRICE FEE
-------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
N/A* N/A* N/A* N/A* N/A*
</TABLE>
================================================================================
* This Amendment deregisters certain shares and plan interests under the
Registrant's 1990 Amended and Restated Stock Option Plan.
<PAGE> 2
POST-EFFECTIVE AMENDMENT NO. 1
The Registrant is filing this post-effective amendment to deregister
certain securities and plan interests pursuant to the Registration Statement on
Form S-8 (Registration No. 333-80299), originally filed with the Securities and
Exchange Commission on June 9, 1999. A total of 1,500,000 shares were registered
under the Registrant's 1990 Amended and Restated Stock Option Plan (the "1990
Plan") pursuant to such registration statement. On September 25, 2000, the
stockholders of the Registrant approved the adoption of the Registrant's 2000
Long-Term Incentive Plan (the "2000 Plan"). There are 2,109,275 shares available
for grants of awards under the 2000 Plan, 909,275 of which are shares that were
reserved under the 1990 Plan (but not covered by exercised or outstanding
options thereunder) and have been assumed under the 2000 Plan. These 909,275
shares are hereby deregistered. No future awards will be made under the 1990
Plan.
[The remainder of this page is intentionally left blank.]
<PAGE> 3
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 November 6, 2000.
INPUT/OUTPUT, INC.
By: /s/ C. Robert Bunch
--------------------------------------------
C. Robert Bunch
Vice President, Chief Administrative Officer
and Secretary
(Principal Financial and Accounting Officer)
POWER OF ATTORNEY
Each of the undersigned hereby appoints Timothy J. 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 November 6, 2000.
<TABLE>
<CAPTION>
Signature Title
--------- -----
<S> <C>
/s/ Timothy J. Probert Director, President and Chief Executive
----------------------------- Officer
Timothy J. Probert (Principal Executive Officer)
/s/ C. Robert Bunch Vice President, Chief Administrative
----------------------------- Officer and Secretary
C. Robert Bunch (Principal Financial and Accounting Officer)
/s/ James M. Lapeyre, Jr. Director and Chairman of the Board
-----------------------------
James M. Lapeyre, Jr.
/s/ David C. Baldwin Director
-----------------------------
David C. Baldwin
Director
-----------------------------
Ernest E. Cook
/s/ Theodore H. Elliott, Jr. Director
-----------------------------
Theodore H. Elliott, Jr.
/s/ Robert P. Peebler Director
------------------------------
Robert P. Peebler
/s/ Sam K. Smith Director
-------------------------------
Sam K. Smith
/s/ William F. Wallace Director
-------------------------------
William F. Wallace
</TABLE>
