UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
(Mark One) FORM 10-K/A
x ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
For the fiscal year ended December 31, 2018
or
¨ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
For the transition period from _____________ to _____________
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Commission file number: 0-10394 | |
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DATA I/O CORPORATION | |
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(Exact name of registrant as specified in its charter) | |
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Washington |
91-0864123 |
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(State or other jurisdiction of incorporation) |
(I.R.S. Employer Identification No.) |
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6645 185th Ave NE, Suite 100, Redmond, Washington, 98052 | |
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(425) 881-6444 | |
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(Address, including zip code, of registrant’s principle executive offices and telephone number, including area code)
Securities registered pursuant to Section 12(b) of the Act | |
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Title of each class |
Name of each exchange on which registered |
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Common Stock (No Par Value) |
Nasdaq Capital Market |
Securities registered pursuant to Section 12(g) of the Act
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None |
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Indicate by check mark whether the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes ¨ No x
Indicate by check mark whether the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. Yes ¨ No x
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes x No ¨
Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes x No ¨
Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K (§229.405 of this chapter) is not contained herein and will not be contained, to the best of registrant’s knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K. x
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” ”accelerated filer”, “smaller reporting company” and “emerging growth company” in Rule 12b-2 of the Exchange Act. Accelerated filer ¨
Large accelerated filer ¨ Smaller reporting company x
Non-accelerated filer ¨ Emerging growth company ¨
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ¨
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ¨ No x
Aggregate market value of voting and non-voting common equity held
by non-affiliates on the registrant as of June 30, 2018:
$50,559,519
Shares of Common Stock, no par value, outstanding as of March 21, 2019:
8,301,736
DOCUMENTS INCORPORATED BY REFERENCE
Portions of the registrant’s Proxy Statement relating to its May 20, 2019 Annual Meeting of Shareholders are incorporated into Part III of this Annual Report on Form 10-K.
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DATA I/O CORPORATION
FORM 10-K/A
EXPLANATORY NOTE
The Registrant is filing this amendment No. 1 to Form 10-K for the fiscal year ended December 31, 2018 (“Amendment No.1”) to correct an error on the cover page of the original Form 10-K as filed with the Securities and Exchange Commission on March 28, 2019 (the “Original Form 10-K”). The cover page of the Original Form 10-K showed an incorrect number of Shares of Common Stock, no par value, outstanding as of March 21, 2019. The correct Shares of Common Stock, no par value, outstanding as of March 21, 2019 was 8,301,736 as indicated on the cover page for this Amendment No. 1 (rather than the 8,345,437 as originally shown). A correction to delete an erroneous “and posted” reference in the Original Form 10-K sentence, was revised to: “Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files).”
No changes are hereby made to the Registrant’s financial statements. Other than the changes discussed above and the filing of the currently dated Section 302 certifications, no changes have been made to the Original Form 10-K or the exhibits filed therewith. As such, this Amendment No. 1 should be read in conjunction with the Original Form 10-K.
The information contained in this Amendment No. 1 does not reflect events occurring subsequent to the filing of the Original Form 10-K.
PART IV
Item 15. Exhibits and Financial Statement Schedules
The following documents are filed as a part of this Amendment No. 1:
2. Exhibits. See below:
EXHIBIT INDEX
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EXHIBIT NUMBER |
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31.1 |
Chief Executive Officer Certification – (Section 302) |
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31.2 |
Chief Financial Officer Certification – (Section 302) |
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
DATA I/O CORPORATION
(REGISTRANT)
DATED: April 8, 2019 By: /s/Joel S. Hatlen
Joel S. Hatlen
Chief Operating and Financial Officer
Vice President, Secretary, Treasurer
(Principal Financial and Accounting Officer)
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