dataios8_051010.htm
 

 
 As filed with the Securities and Exchange Commission on  May 11,  2010    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
6464 185th Ave N.E.
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, or a smaller reporting company.  See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.  (Check one):

Large accelerated filer o
  
 Accelerated filer o
     
Non-accelerated filer o (Do not check if a smaller reporting company)
  
 Smaller reporting company þ
     
 

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 available for issuance under the 2000 Stock Compensation Incentive Plan
   300,000
$4.255(3)
$1,276,500
$90.91(3)
 
(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)
Based on the average exercise price of options granted under the 2000 Stock Compensation Incentive Plan, as amended, outstanding as of the date of the filing of this registration statement.

(3)
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 7, 2010, as quoted by Nasdaq Capital Market.  The closing price for shares of the registrant’s common stock on May 7, 2010, as quoted by Nasdaq Capital Market, was $4.11.

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 300,000 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 May 19, 2008 (Registration No. 333-151006), 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
4.1
Data I/O Corporation 2000 Stock Compensation Incentive Plan, as amended *
5.1
Opinion of Dorsey & Whitney LLP
23.1
Consent of Grant Thornton, an independent registered public accounting firm
23.2
Consent of Dorsey & Whitney LLP (Included in Exhibit 5.1)
24.1
Power of Attorney (See signature pages of this Registration Statement)

* Incorporated by reference to Data I/O’s 2009 Proxy Statement dated April 3, 2009

 
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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 May 10, 2010.
 
DATA I/O CORPORATION
 
By:    /s/ Joel S. Hatlen                                          
Joel S. Hatlen
Vice President, Chief Financial Officer,
Secretary and Treasurer

 
3 
 

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        
    Fredrick R. Hume
 
Chief Executive Officer, President and a director
(Principal Executive Officer)

April 22, 2010
 
/s/ Joel S. Hatlen               
    Joel S. Hatlen
 
Vice President of Finance, Chief Financial Officer, Secretary and Treasurer
(Principal Financial Officer and Accounting Officer)
 
April 22, 2010
 
/s/ Paul A. Gary                 
    Paul A. Gary
 
Director
 
April 22, 2010
 
/s/ Steven M. Quist           
    Steven M. Quist
 
Director
 
April 22, 2010
 
____________________
William R. Walker
 
Director
  

  4
 
 

EXHIBIT INDEX

 
Exhibit
Number
Exhibit
4.1
Data I/O Corporation 2000 Stock Compensation Incentive Plan, as amended *
5.1
Opinion of Dorsey & Whitney LLP
23.1
Consent of Grant Thornton, an independent registered public accounting firm
23.2
Consent of Dorsey & Whitney LLP (included in Exhibit 5.1)
24.1
Power of Attorney (see signature pages of this Registration Statement)

* Incorporated by reference to Data I/O’s 2009 Proxy Statement dated April 3, 2009

 
 
  5