As filed with the Securities and Exchange Registration No. 333-
Commission on February 1, 2002
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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
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(Exact name of registrant as specified in its charter)
Washington 91-0864123
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(State or other jurisdiction of (I.R.S. Employer Identification No.)
incorporation or organization)
10525 Willows Road N.E.
Redmond, Washington 98052
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Address of Principal Executive Offices
DATA I/O CORPORATION 1982 EMPLOYEE STOCK PURCHASE PLAN, AS AMENDED
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(Full title of the plan)
Joel S. Hatlen
10525 Willows Road N.E.
Redmond, Washington 98052
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(Name and address of agent for service)
(425) 881-6444
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(Telephone number, including area code, of agent for service)
CALCULATION OF REGISTRATION FEE
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Proposed Maximum Proposed Maximum
Title of Each Class of Amount to Offering Price Per Aggregate Offering Amount of
Securities to be Registered be Registered Share(1) Price Registration Fee(1)
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Common Stock Without Par Value 300,000 shares $1.8255 $547,650 $50.39
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(1) 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 January 28,
2002, as quoted by Nasdaq National Market, which was $1.8255 per share.
Pursuant to Rule 429, the documents constituting a prospectus with respect to
this Registration Statement constitute a combined prospectus which also relates
to the Company's Form S-8 shares issuable under certain other plans, which
shares were previously registered under Registration Statements Nos. 333-20657,
33-26472, 33-42010, 33-66824 and 33-95608.
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REGISTRATION OF ADDITIONAL SECURITIES
Pursuant to General Instruction E, this Registration Statement on Form S-8
is filed by Data I/O Corporation (the "Company") to register additional
securities under the Data I/O Corporation 1982 Employee Stock Purchase Plan, as
amended (the "Plan"), covered by the Company's Registration Statements on Form
S-8 (Nos. 333-20657, 33-26472, 33-42010, 33-66824 and 33-95608). The additional
securities are to be issued pursuant to an amendment to the Plan approved by the
Company's Board of Directors on February 8, 2001 and by the Company's
shareholders on May 16, 2001. Registration Statement Nos. 333-20657, 33-26472,
33-42010, 33-66824 and 33-95608 are incorporated herein by reference.
Item 8. Exhibits.
Exhibit Number Exhibit
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4.1 Data I/O Corporation 1982 Employee Stock Purchase Plan,
as amended
5.1 Opinion of Dorsey & Whitney LLP
23.1 Consent of Ernst & Young LLP, Independent Auditors
23.2 Consent of Dorsey & Whitney LLP (Included in Exhibit 5.1)
24.1 Power of Attorney (See signature pages of this
Registration Statement)
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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 January 31,
2002.
DATA I/O CORPORATION
By: /s/ Joel S. Hatlen
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Joel S. Hatlen
Vice President of Finance,
Chief Financial Officer, Secretary and
Treasurer
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POWER OF ATTORNEY
Each person whose signature appears below constitutes and appoints each of
Fredrick R. Hume 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/ Fredrick R. Hume Chief Executive Officer, January 31, 2002
------------------------ President and a director
(Principal Executive Officer)
/s/ Joel S. Hatlen Vice President of Finance, Chief January 31, 2002
------------------------ Financial Officer, Secretary
and Treasurer (Principal Financial
Officer and Accounting Officer)
/s/ Glen F. Ceiley Director January 31, 2002
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Glen F. Ceiley
/s/ Daniel A. DiLeo Director January 31, 2002
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Daniel A. DiLeo
/s/ Paul A. Gary Director January 31, 2002
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Paul A. Gary
/s/ Edward D. Lazowska Director January 31, 2002
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Edward D. Lazowska
/s/ Steven M. Quist Director January 31, 2002
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Steven M. Quist
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EXHIBIT INDEX
Exhibit
Number Exhibit
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4.1 Data I/O Corporation 1982 Employee Stock Purchase Plan, as
amended
5.1 Opinion of Dorsey & Whitney LLP
23.1 Consent of Ernst & Young LLP, Independent Auditors
23.2 Consent of Dorsey & Whitney LLP (Included in Exhibit 5.1)
24.1 Power of Attorney (See signature pages of this Registration
Statement)