UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D (Amendment No. 18)
Under The Securities Exchange Act of 1934
Data I/O Corporation
(Name of Issuer)
Common Stock, No Par Value
(Title of Class of Securities)
237690102
(CUSIP Number)
Glen F. Ceiley
Bisco Industries, Inc.
1500 N. Lakeview Ave.
Anaheim, CA 92807
(714) 693-2901
(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)
March 16, 2005
(Date of Event which Requires Filing of this Statement)
If the filing person has previously filed a statement on Schedule 13G to report the acquisition which is subject of this Schedule 13D, and is filing this statement because of Rule 13d-1(b)(3) or (4), check the following box: ¨
Exhibit Index on Page 7.
Page 1 of 12 Pages
SCHEDULE 13D
CUSIP No. 237690102
| 1. | Name of Reporting Person
Mr. Glen F. Ceiley |
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| 2. | Check the Appropriate Box if a Member of a Group (a) x (b) ¨ |
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| 3. | SEC Use Only
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| 4. | Source of Funds
FF |
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| 5. | Check Box if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)
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¨ | ||
| 6. | Citizenship or Place of Organization
U.S.A |
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
7. Sole Voting Power
3,557 shares of Common Stock 8. Shared Voting Power
968,480 shares of Common Stock ( See item 5) 9. Sole Dispositive Power
3,557 shares of Common Stock 10. Shared Dispositive Power
968,480 shares of Common Stock ( See item 5) |
| 11. | Aggregate Amount Beneficially Owned by Each Reporting Person
972,037 shares of Common Stock ( See item 5) |
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| 12. | Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares
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¨
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| 13. | Percent of Class Represented by Amount in Row (11)
12.07% |
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| 14. | Type of Reporting Person
IN |
Page 2 of 12 Pages
SCHEDULE 13D
CUSIP No. 237690102
| 1. | Name of Reporting Person
Bisco Industries, Inc. |
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| 2. | Check the Appropriate Box if a Member of a Group (a) x (b) ¨ |
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| 3. | SEC Use Only
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| 4. | Source of Funds
WC |
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| 5. | Check Box if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)
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¨ | ||
| 6. | Citizenship or Place of Organization
Illinois |
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
7. Sole Voting Power
639,916 shares of Common Stock (See Item 5) 8. Shared Voting Power
0 9. Sole Dispositive Power
639,916 shares of Common Stock (See Item 5) 10. Shared Dispositive Power
0 |
| 11. | Aggregate Amount Beneficially Owned by Each Reporting Person
639,916 shares of Common Stock (See Item 5) |
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| 12. | Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares
|
¨
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| 13. | Percent of Class Represented by Amount in Row (11)
7.94% |
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| 14. | Type of Reporting Person
CO |
Page 3 of 12 Pages
SCHEDULE 13D
CUSIP No. 237690102
| 1. | Name of Reporting Person
Bisco Industries, Inc. Profit Sharing and Savings Plan |
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| 2. | Check the Appropriate Box if a Member of a Group (a) x (b) ¨ |
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| 3. | SEC Use Only
|
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| 4. | Source of Funds
OO |
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| 5. | Check Box if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)
|
¨ | ||
| 6. | Citizenship or Place of Organization
U.S.A. |
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
7. Sole Voting Power
328,564 shares of Common Stock (See Item 5) 8. Shared Voting Power
0 9. Sole Dispositive Power
328,564 shares of Common Stock (See Item 5) 10. Shared Dispositive Power
0 |
| 11. | Aggregate Amount Beneficially Owned by Each Reporting Person
328,564 shares of Common Stock (See Item 5) |
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| 12. | Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares
|
¨
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| 13. | Percent of Class Represented by Amount in Row (11)
4.08% |
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| 14. | Type of Reporting Person
EP |
Page 4 of 12 pages
| Item 2. | Identity and Background |
(a)—(c), (f). This Schedule 13D is being filed by Mr. Glen F. Ceiley (“Mr. Ceiley”), Bisco Industries, Inc., an Illinois corporation (“Bisco”), and the Bisco Industries, Inc. Profit Sharing and Savings Plan (the “Plan”). Mr. Ceiley, Bisco and the Plan, are hereinafter collectively referred to as the “Reporting Persons.”
Mr. Ceiley’s principal employment is President of Bisco and his business address is 1500 N. Lakeview Ave., Anaheim, CA 92807. Mr. Ceiley is a citizen of the United States of America.
Bisco’s principal business is the distribution of fasteners and electronic components. Bisco is an Illinois corporation. Its principal office is located at 1500 N. Lakeview Ave., Anaheim, CA 92807. Mr. Ceiley owns 100% of the voting common stock of Bisco.
The Plan was adopted by the Board of Directors of Bisco for the exclusive benefit of eligible Bisco employees. The Plan’s business address is 1500 N. Lakeview Ave., Anaheim, CA 92807. Mr. Ceiley is the sole trustee of the Plan.
(d) and (e). During the last five years, none of the Reporting Persons has (i) been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors) or (ii) been a party to a civil proceeding of judicial or administrative body of competent jurisdiction and as a result of such proceeding was or is subject to a judgement, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws.
Page 5 of 12 pages
| Item 5. | Interest in Securities of the Issuer |
Item 5 to Schedule 13D is amended as follows:
(a) As of the close of business on March 18, 2005 the Reporting Persons owned in the aggregate, 972,037 Shares, which represent approximately 12.07% of the 8,056,049 Shares outstanding as of November 1, 2004 as reported in the Issuer’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2004. In accordance with the Rule 13d-5 (b) (1) of the General Rules and regulations under the Securities Exchange Act of 1934, as amended, each of Mr. Glen Ceiley, individually and as Trustee of the Plan, the Plan, and Bisco individually, may be deemed to have acted as a group and such group may be deemed to have acquired beneficial ownership of Shares beneficially owned by any of such persons.
As of close of business on March 18, 2005, (i) Mr. Glen Ceiley beneficially owned an aggregate of 972,037 Shares, of which 3,557 shares were owned by Mr. Ceiley individually, 639,916 Shares were owned by Bisco, of which Mr. Glen Ceiley is the sole stockholder and President, and 328,564 Shares were held by Mr. Glen Ceiley as sole Trustee of the Plan.
(b) Mr. Glen Ceiley has the sole power to vote and dispose of the shares which he owns individually and the power to vote and to dispose of the Shares owned by the Plan and Bisco.
(c) Since the Reporting Persons most recent filing on Schedule 13D, the Reporting Persons purchased and sold Shares in the manner, in the amounts, on the dates and at the prices set forth on Schedule 1 attached hereto and incorporated herein by reference.
(d) Not applicable
(e) Not applicable
Page 6 of 12 Pages
| Item 7. | Material to be Filed as Exhibits |
| Page Number | ||
| Exhibit 1. Joint Filing Agreement dated as of September 20, 1999 |
12 | |
Page 7 of 12 Pages
SCHEDULE 1
The Reporting Persons have engaged in the following transactions in Shares since August 25, 2004 the last day on which a transaction in the shares by the reporting persons was reported on the Schedule 13D. All transactions involved purchases of Shares on the NASDAQ.
| Date |
Purchaser |
Broker |
Shares |
Price |
Cost |
|||||||
| 12/20/2004 | Bisco profit sharing | E Trade | (2,000.00 | ) | 3.42 | (6,849.84 | ) | |||||
| 12/20/2004 | Bisco profit sharing | E Trade | (4,000.00 | ) | 3.37 | (13,469.69 | ) | |||||
| 3/1/2005 | BISCO CORP. | E Trade | (55,000.00 | ) | 3.12 | (171,600.00 | ) | |||||
| 3/1/2005 | BISCO CORP. | E Trade | (5,000.00 | ) | 3.22 | (16,100.00 | ) | |||||
| 3/9/2005 | BISCO CORP. | E Trade | (1,900.00 | ) | 3.20 | (6,080.00 | ) | |||||
| 3/10/2005 | BISCO CORP. | E Trade | (447.00 | ) | 3.18 | (1,421.46 | ) | |||||
| 3/16/2005 | BISCO CORP. | E Trade | (18,000.00 | ) | 3.00 | (54,000.00 | ) |
| * | Excluding commissions |
Page 8 of 12 pages
SIGNATURE
After reasonable inquiry and to the best of its knowledge and belief, the undersigned certifies that the information set forth in this statement is true, complete and correct.
Dated: March 18, 2005
| /s/ Glen F. Ceiley |
| Name: Glen F. Ceiley |
Page 9 of 12 pages
SIGNATURE
After reasonable inquiry and to the best of its knowledge and belief, the undersigned certifies that the information set forth in this statement is true, complete and correct.
Dated: March 18, 2005
| Bisco Industries, Inc. |
| /s/ Glen F. Ceiley |
| Name: Glen F. Ceiley |
| Title: President |
Page 10 of 12 pages
SIGNATURE
After reasonable inquiry and to the best of its knowledge and belief, the undersigned certifies that the information set forth in this statement is true, complete and correct.
Dated: March 18, 2005
| Bisco Industries, Inc. Profit Sharing And Savings Plan |
| /s/ Glen F. Ceiley |
| Name: Glen F. Ceiley |
| Title: Trustee |
Page 11 of 12 Pages
EXHIBIT 1
JOINT FILING AGREEMENT
In accordance with rule 13d-(f) promulgated under the Securities Exchange Act of 1934, as amended, the undersigned hereby agree to the joint filing with all other Reporting Persons (as such term is defined in the Schedule 13D referred to below) on behalf of each of them of a statement on Schedule 13D (including amendments thereto) with respect to the common stock. no par value (the “Common Stock”), of Data I/O Corporation, a Washington corporation, and that this Agreement be included as an Exhibit to such joint filing. This Agreement may be executed in any number of counterparts, all of which taken together shall constitute one and the same instrument.
IN WITNESS WHEREOF, the undersigned hereby execute this Agreement as of September 20, 1999.
| /s/ GLEN F. CEILEY |
| Glen F. Ceiley |
| Bisco Industries, Inc. |
| /s/ GLEN F. CEILEY |
| Name: Glen F. Ceiley |
| Title: President |
| Bisco Industries, Inc. |
| Profit Sharing and Savings Plan |
| /s/ GLEN F. CEILEY |
| Name: Glen F. Ceiley |
| Title: Trustee |
Page 12 of 12 Pages
| SHARES |
DOLLARS |
||||||||||
| Breakdown: | E Trade profit sharing |
206,564 | $ | 486,812.42 | |||||||
| Schwab profit sharing |
122,000 | $ | 374,688.09 | ||||||||
| E Trade corporate |
431,816 | $ | 486,369.76 | ||||||||
| Schwab corporate |
43,300 | $ | 120,529.40 | ||||||||
| Glen Ceiley Registered Shares |
3,557 | $ | (308.46 | ) | |||||||
| Bisco Corporate Registered Shares |
164.800 | $ | 238,806.25 | ||||||||
| Total: | 972,037 | $ | 1,706,897.46 | ||||||||
| 0.04% | GLEN CEILEY |
3,557 | $ | (308.46 | ) | ||||||
| 4.08% | PROFIT SHARING |
328,564 | $ | 861,500.51 | |||||||
| 7.94% | BISCO CORP. |
639,916 | $ | 845,705.41 | |||||||
| 12.07% | 972,037 | $ | 1,706,897.46 | ||||||||
| OUTSTANDING SHARES AT 11/1/2004 from 10q qtr ending 9/30/04 |
8,056,049 | ||||||||||
| CURRENT PERCENT OWNED |
12.07 | % | |||||||||
| PERCENT LAST 13-D FILING filed 12/15/2004 |
13.25 | % | |||||||||
| * | NOTIFY GLEN IF HIT 19.99% |