As filed with the Securities and Exchange Commission on May 16, 2018           Registration No. 333-●
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549


FORM S-8
REGISTRATION STATEMENT
UNDER THE SECURITIES ACT OF 1933


DATA I/O CORPORATION
(Exact name of registrant as specified in its charter)

Washington
(State or other jurisdiction of incorporation or organization)
  
91-0864123
(I.R.S. Employer Identification No.)
6464 185th Ave N.E.
Redmond, Washington 98052
 Address of Principal Executive Offices

DATA I/O CORPORATION 2000 STOCK COMPENSATION INCENTIVE PLAN, AS AMENDED
(Full title of the plan)

Joel S. Hatlen
Vice President, Chief Financial Officer, Secretary and Treasurer
6645 185th Ave N.E., Suite 100
Redmond, Washington  98052
 (Name and address of agent for service)
 
(425) 881-6444
(Telephone number, including area code, of agent for service)

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.

Large accelerated filer ☐
 
 Accelerated filer ☐
 
 
 
Non-accelerated filer ☐ (Do not check if a smaller reporting company)
 
 Smaller reporting company ☑
     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 7(a)(2)(B) of the Securities Act.  ☐
 
CALCULATION OF REGISTRATION FEE


Title of Each Class of
 Securities to be Registered

Amount to
 be Registered (1)
 
Proposed Maximum Offering Price Per Share
Proposed Maximum Aggregate Offering Price

Amount of Registration Fee
Common Shares not subject to outstanding options under the 2000 Stock Compensation Incentive Plan
550,000
$7.10(2)
$3,905,000
$486.17(2)

(1)
Pursuant to Rule 416(a) under the Securities Act of 1933, as amended (the "Securities Act"), this Registration Statement covers any securities that may be offered or issued pursuant to the 2000 Stock Compensation Incentive Plan, as amended, as a result of adjustments for stock dividends, stock splits and similar changes.

(2)
The proposed maximum offering price per share and the registration fee were calculated in accordance with Rule 457(c) and (h) based on the average of the high and low prices for shares of the registrant's common stock on May 15, 2018, as quoted by Nasdaq Capital Market.

Page 1 of 5 pages. Exhibit Index begins at page 5.
Explanatory Note
 
This Registration Statement on Form S-8 is filed pursuant to General Instruction E to Form S-8 for the purpose of registering an additional 550,000 common shares of Data I/O Corporation (the "Company"), which may be issued pursuant to awards under the 2000 Stock Compensation Incentive Plan, as amended (the "Plan"). In accordance with General Instruction E to Form S-8, the Company incorporates herein by reference the contents of the Form S-8 filed by the Company with respect to the Plan on July 28, 2011 (Registration No. 333-175840), together with all exhibits filed therewith or incorporated therein by reference to the extent not otherwise amended or superseded by the contents hereof.

PART II


 INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 8. Exhibits.

Exhibit Number
Exhibit
Data I/O Corporation 2000 Stock Compensation Incentive Plan, as amended *
Opinion of Dorsey & Whitney LLP
Consent of Grant Thornton, an independent registered public accounting firm
Consent of Dorsey & Whitney LLP (Included in Exhibit 5.1)
Power of Attorney (See signature pages of this Registration Statement)

* Incorporated by reference to Data I/O's 2017 Proxy Statement dated April 4, 2017
SIGNATURES
The Registrant.  Pursuant to the requirements of the Securities Act of 1933, the registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-8 and has duly caused this Registration Statement or amendment to be signed on its behalf by the undersigned, thereunto duly authorized, in Redmond, Washington, on May 11, 2018.
DATA I/O CORPORATION
By:    /s/ Joel S. Hatlen   
Joel S. Hatlen
Vice President, Chief Operating & Financial Officer,
Secretary and Treasurer
POWER OF ATTORNEY
Each person whose signature appears below constitutes and appoints each of Anthony Ambrose and Joel S. Hatlen as his or her attorney-in-fact and agent, with the full power of substitution and resubstitution, for them in any and all capacities, to sign any and all amendments (including post-effective amendments) to this Registration Statement, and to file the same, with exhibits thereto and other documents in connection therewith, with the Securities and Exchange Commission, hereby ratifying and confirming all that said attorneys-in-fact, or their substitute or substitutes, may do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, as amended, this Registration Statement has been signed by the following persons in the capacities and on the date indicated.

Signature
Title
Date

/s/ Anthony Ambrose
 Anthony Ambrose

Chief Executive Officer, President and a Director
 (Principal Executive Officer)
 
May 11, 2018

/s/ Joel S. Hatlen
 Joel S. Hatlen

Vice President, Chief Operating & Financial Officer, Secretary and Treasurer
(Principal Financial Officer and Accounting Officer)
 
May 11, 2018

/s/ Douglas Brown
 Douglas Brown
 
Director
 
May 11, 2018

/s/ Brian Crowley
 Brian Crowley
 
Director
 
May 11, 2018

/s/ Alan Howe
 Alan Howe
 
Director
 
May 11, 2018
EXHIBIT INDEX
 

Exhibit
Number
Exhibit
Data I/O Corporation 2000 Stock Compensation Incentive Plan, as amended *
Opinion of Dorsey & Whitney LLP
Consent of Grant Thornton, an independent registered public accounting firm
Consent of Dorsey & Whitney LLP (Included in Exhibit 5.1)
Power of Attorney (See signature pages of this Registration Statement)
 
* Incorporated by reference to Data I/O's 2017 Proxy Statement dated April 4, 2017