-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, PrpkroqeoCYxSgF1rf0UD6xJfBFzVXh/C1C+gJx54t5i9rQLK/tr85JnLcamuAoB UAM3uH64mn3cCVs7FO8YbA== 0001017062-98-001979.txt : 19980915 0001017062-98-001979.hdr.sgml : 19980915 ACCESSION NUMBER: 0001017062-98-001979 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 19980914 SROS: NASD GROUP MEMBERS: BISCO INDUSTRIES INC GROUP MEMBERS: BISCO INDUSTRIES, INC. GROUP MEMBERS: BISCO INDUSTRIES, INC. PROFIT SHARING & SAVINGS PLAN GROUP MEMBERS: MR. GLEN F. CEILEY SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: DATA I/O CORP CENTRAL INDEX KEY: 0000351998 STANDARD INDUSTRIAL CLASSIFICATION: INSTRUMENTS FOR MEAS & TESTING OF ELECTRICITY & ELEC SIGNALS [3825] IRS NUMBER: 910864123 STATE OF INCORPORATION: WA FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: SEC FILE NUMBER: 005-33828 FILM NUMBER: 98708579 BUSINESS ADDRESS: STREET 1: 10525 WILLOWS RD NE STREET 2: P O BOX 97046 CITY: REDMOND STATE: WA ZIP: 98073-9746 BUSINESS PHONE: 2068816444 MAIL ADDRESS: STREET 1: P O BOX 97046 STREET 2: 10525 WILLOWS RD NE CITY: REDMOND STATE: WA ZIP: 98073-9746 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: BISCO INDUSTRIES INC CENTRAL INDEX KEY: 0001029296 STANDARD INDUSTRIAL CLASSIFICATION: [] STATE OF INCORPORATION: IL FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: STREET 1: 704 W SOUTHERN AVENUE CITY: ORANGE STATE: CA ZIP: 92865 BUSINESS PHONE: 7142837140 MAIL ADDRESS: STREET 1: 704 W SOUTHERN AVENUE CITY: ORANGE STATE: CA ZIP: 92865 SC 13D/A 1 AMEND #1 TO SCHEDULE 13D RE DATA I/O CORP. UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 ------------------------------------ SCHEDULE 13D (AMENDMENT NO.1) Under the Securities Exchange Act of 1934 Data I/O Corporation ------------------------------------ (Name of Issuer) Common Stock, No Par Value ------------------------------------ (Title of Class of Securities) CUSIP Number: 237690102 Glen F. Ceiley Bisco Industries, Inc. 704 W. Southern Ave. Orange, CA 92865 (714) 283-7140 ------------------------------------ (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) September 3, 1998 ------------------------------------ (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: ( ) Page 1 of 12 Pages Exhibit Index on Page 7. SCHEDULE 13D CUSIP No. 237690102 1. Name of Reporting Person Mr. Glen F. Ceiley 2. Check the Appropriate Box if a Member of a group (a) (X) (b) ( ) 3. SEC Use Only 4. Source of Funds PF 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 7. Sole Voting Power Shares Beneficially 0 Owned By Each 8. Shared Voting Power Reporting Person 462,800 shares of Common Stock (See Item 5) With 9. Sole Dispositive Power 0 10. Shared Dispositive Power 462,800 shares of Common Stock (See Item 5) 11. Aggregate Amount Beneficially Owned by Each Reporting Person 462,800 shares of Common Stock (See Item 5) 12. Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares ( ) 13. Percent of Class Represented by Amount in Row (11) 6.4% 14. Type of Reporting Person IN Page 2 of 12 Pages SCHEDULE 13D CUSIP No. 237690102 1. Name of Reporting Person Bisco Industries, Inc. 2. Check the Appropriate Box if a Member of a Group (a) (X) (b) ( ) 3. SEC Use Only 4. Source of Funds WC 5. Check Box if Disclosure of Legal Proceedings is Required Pursuant to Items 2(d) or 2(e) ( ) 6. Citizenship or Place of Organization Illinois Number of 7. Sole Voting Power Shares Beneficially 149,100 shares of Common Stock (See Item 5) Owned By Each Reporting 8. Shared Voting Power Person With 0 9. Sole Dispositive Power 149,100 shares of Common Stock (See Item 5) 10. Shared Dispositive Power 0 11. Aggregate Amount Beneficially Owned by Each Reporting Person 149,100 shares of Common Stock (See Item 5) 12. Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares ( ) 13. Percent of Class Represented by Amount in Row (11) 2.1% 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 2. Check the Appropriate Box if a Member of a Group (a) (X) (b) ( ) 3. SEC Use Only 4. Source of Funds 00 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 7. Sole Voting Power Shares Beneficially 313,700 shares of Common Stock (See Item 5) Owned By Each Reporting 8. Shared Voting Power Person With 0 9. Sole Dispositive Power 313,700 shares of Common Stock (See Item 5) 10. Shared Dispositive Power 0 11. Aggregate Amount Beneficially Owned by Each Reporting Person 313,700 shares of Common Stock (See Item 5). 12. Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares ( ) 13. Percent of Class Represented by Amount in Row (11) 4.3% 14. Type of Reporting Person EP Page 4 of 12 Pages Item 1. Security and Issuer ------------------- This statement relates to shares of common stock, no par value per share (the "Shares"), of Data I/O Corporation, a Washington corporation (the "Issuer"). The principal executive offices of the Issuer are located at 10525 Willows Road N.E., Redmond, Washington, 98052. Item 2. Identity and Background ----------------------- (a)-(c), (f). This Amendment NO. 1 To 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", to amend the schedule 13D which was originally dated August 29, 1998. Mr. Ceiley's principal employment is President of Bisco and his business address is 704 W. Southern Ave., Orange, CA 92865. 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 704 W. Southern Ave., Orange, CA 92865. 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 704 W. Southern Ave., Orange, CA 92865. 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 a judicial or administrative body of competent jurisdiction and as a result of such proceeding was or is subject to a judgment, 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. Item 3. Source and Amount of Funds or Other Consideration ------------------------------------------------- Bisco purchased 149,100 shares for a total consideration of $413,366.92. Bisco paid for such Shares from its working capital, including funds made available in the ordinary course of business under its working capital credit facility. The Plan purchased 313,700 shares for a total consideration of $981,056.91 using funds held in the Plan for investment purposes. Page 5 of 12 Pages Item 4. Purpose of Transaction ---------------------- The Reporting Persons acquired the Shares to obtain an equity position in the Issuer. The Reporting Persons presently consider the Shares an attractive investment and intend to review their investment on an ongoing basis. Such continuing review may result in the Reporting Persons acquiring additional Shares in the open market or in privately negotiated transactions, maintaining their holdings at current levels or selling all or a portion of their holdings in the open market or in privately negotiated transactions. Any such actions the Reporting Persons undertake will be dependent upon, among other things, the availability of Shares for purchase and the price levels of such Shares; general market and economic conditions; on-going evaluation of the Issuer's business, financial condition, operations and prospects; the relative attractiveness of alternative business and investment opportunities; the availability of funds for the purchase of additional Shares; the actions of the management and Board of Directors of the Issuer; and other future developments. The Reporting Persons also are presently assessing whether to acquire a more significant equity stake or controlling interest in the Issuer, with a view toward proposing to the Issuer's Board of Directors strategic alternatives to improve the Issuer's performance and enhance shareholder value. Depending on their ability to increase their ownership of Shares and their continuing assessment of the factors enumerated above (including the Issuer's financial condition, market conditions and the actions of the management and Board of Directors of the Issuer), the Reporting Persons may seek to propose an acquisition of all or part of the Issuer or another extraordinary corporate transaction involving the Issuer or the sale of a material amount of assets of the Issuer or solicit proxies or consents for the election of one or more of their representatives as directors of the Issuer. As part of their ongoing review, the Reporting Persons may have discussions with third parties, including other shareholders, or with management of the Issuer regarding any or all of the foregoing matters. There can be no assurance that the Reporting Persons (or any of there affiliates) will take any of the actions described above with respect to the Shares or the Issuer. Although the foregoing reflects activities presently contemplated by the Reporting Persons with respect to the Issuer, the foregoing is subject to change at any time. Except as set forth above, the Reporting Persons have no present plans or intentions which would result in or relate to any of the transactions described in subparagraphs (a) through (j) of Item 4 of Schedule 13D. Page 6 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 September 4, 1998, the Reporting Persons owned in the aggregate, 462,800 Shares, which represent approximately 6.4% of the 7,186,851 Shares outstanding as of August 4, 1998 as reported in the Issuer's Quarterly Report on Form 10-Q for the quarter ended June 25, 1998. In accordance with Rule 13d-5(b)(1) of the General Rules and regulations under the Securities Exchange Act of 1934, as amended, each of Mr. Ceiley, individually and as Trustee of the Plan, the Plan and Bisco 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 the close of business on September 4, 1998, Mr. Ceiley beneficially owned an aggregate of 462,800 Shares, of which 149,100 Shares were owned by Bisco, of which Mr. Ceiley is the sole stockholder and President, and 313,700 Shares were held by Mr. Ceiley as sole Trustee of the Plan. (b) Mr. Ceiley has the sole power to vote and to dispose of the Shares owned by the Plan and Bisco. (c) 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 Item 6. Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer. ----------------------------------------------------------------------- Not Applicable Item 7. Material to be Filed as Exhibits ------------------------------------------ Exhibit 1. Joint Filing Agreement dated as of Page Number September 14, 1998 12 Page 7 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: September 14, 1998 Glen F. Ceiley -------------------------- Name: Glen F. Ceiley 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: September 14, 1998 Bisco Industries, Inc. Glen F. Ceiley --------------------------------- Name: Glen F. Ceiley Title: President 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: September 14, 1998 Bisco Industries, Inc. Profit Sharing And Savings Plan Glen F. Ceiley _______________________________ Name: Glen F. Ceiley Title: Trustee Page 10 of 12 Pages SCHEDULE 1 The Reporting Persons have engaged in the following transactions in Shares since August 20, 1998, 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.
Transaction Number of Price Date Shares Per Share* Purchaser - ----------- ----------- ----------- ---------------------- 21-AUG-98 5,000 2.8125 BISCO 21-AUG-98 7,000 2.71875 BISCO 25-AUG-98 8,100 2.78858 BISCO 26-AUG-98 3,600 2.75 BISCO 27-AUG-98 1,800 2.73611 BISCO 27-AUG-98 5,000 2.7187 BISCO 31-AUG-98 21,100 2.68009 BISCO 01-SEP-98 7,500 2.52917 BISCO 01-SEP-98 7,500 2.5625 Plan 02-SEP-98 7,500 2.625 BISCO 03-SEP-98 7,500 2.625 BISCO 04-SEP-98 7,500 2.5625 BISCO
* Excluding commissions Page 11 of 12 pages 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 14, 1998. /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 -----END PRIVACY-ENHANCED MESSAGE-----