-----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, MMZYS3SJT6eBN607CgSHonCBmvkW5HQYGdd9CfccnWa0oTDaFmHd9y2ERwAXu/m7 hHxyJpd6aPK1/zwGPtcmBw== 0001017062-99-001207.txt : 19990624 0001017062-99-001207.hdr.sgml : 19990624 ACCESSION NUMBER: 0001017062-99-001207 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 19990623 GROUP MEMBERS: BISCO IND. PROFIT SHARING & SAVINGS PLAN GROUP MEMBERS: BISCO INDUSTRIES INC GROUP MEMBERS: BISCO INDUSTRIES, INC. GROUP MEMBERS: MR. GLEN F. CEILEY GROUP MEMBERS: MR. MATTHEW 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: 99650943 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. #11 TO SCHEDULE 13D RE: DATA I/O CORPORATION UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 ------------------------------------ SCHEDULE 13D (AMENDMENT NO.11) 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) June 17, 1999 ------------------------------------ (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 14 Pages Exhibit Index on Page 8. 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 900 shares of Common Stock Owned By Each 8. Shared Voting Power Reporting Person 1,285,225 shares of Common Stock (See Item 5) With 9. Sole Dispositive Power 900 shares of Common Stock 10. Shared Dispositive Power 1,285,225 shares of Common Stock (See Item 5) 11. Aggregate Amount Beneficially Owned by Each Reporting Person 1,285,925 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) 17.77% 14. Type of Reporting Person IN Page 2 of 14 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 845,400 shares of Common Stock (See Item 5) Owned By Each Reporting 8. Shared Voting Power Person With 0 9. Sole Dispositive Power 845,400 shares of Common Stock (See Item 5) 10. Shared Dispositive Power 0 11. Aggregate Amount Beneficially Owned by Each Reporting Person 845,400 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) 11.68% 14. Type of Reporting Person CO Page 3 of 14 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 438,925 shares of Common Stock (See Item 5) Owned By Each Reporting 8. Shared Voting Power Person With 0 9. Sole Dispositive Power 438,925 shares of Common Stock (See Item 5) 10. Shared Dispositive Power 0 11. Aggregate Amount Beneficially Owned by Each Reporting Person 438,925 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) 6.06% 14. Type of Reporting Person EP Page 4 of 14 Pages SCHEDULE 13D CUSIP No. 237690102 1. Name of Reporting Person Mr. Matthew 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 Illinois Number of 7. Sole Voting Power Shares Beneficially 700 shares of Common Stock (See Item 5) Owned By Each Reporting 8. Shared Voting Power Person With 0 9. Sole Dispositive Power 700 shares of Common Stock (See Item 5) 10. Shared Dispositive Power 0 11. Aggregate Amount Beneficially Owned by Each Reporting Person 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) .01% 14. Type of Reporting Person IN Page 5 of 14 Pages Item 3. Source and Amount of Funds or Other Consideration ------------------------------------------------- Item 3 to Schedule 13D is amended as follows: Mr. Glen Ceiley purchased directly 900 shares for a total consideration of $2,137.50 from his personal funds. Mr. Matthew Ceiley, son of Mr. Glen Ceiley, purchased directly 700 shares for a total consideration of $962.50 from his personal funds. Bisco purchased 845,400 shares for a total consideration of $1,658,185.57. 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 438,925 shares for a total consideration of $1,173,077.07 using funds held in the Plan for investment purposes. Page 6 of 14 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 June 17, 1999 the Reporting Persons owned in the aggregate, 1,285,925 Shares, which represent approximately 17.77% of the 7,238,311 Shares outstanding as of April 1, 1999 as reported in the Issuer's Quarterly Report on Form 10-Q for the quarter ended April 1, 1999. 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. Glen Ceiley, individually and as Trustee of the Plan, the Plan, Bisco and Mr. Matthew Ceiley 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 the close of business on June 17, 1999, Mr. Glen Ceiley beneficially owned an aggregate of 1,285,225 Shares, of which 900 shares were owned by Mr. Ceiley individually, 845,400 Shares were owned by Bisco, of which Mr. Glen Ceiley is the sole stockholder and President, and 438,925 Shares were held by Mr. Glen Ceiley as sole Trustee of the Plan, and Mr. Matthew Ceiley owned 700 shares. (b) Mr. Glen 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 Page 7 of 14 Pages Item 7. Material to be Filed as Exhibits ------------------------------------------ Exhibit 1. Joint Filing Agreement dated as of Page Number June 23, 1999 14 Page 8 of 14 Pages SCHEDULE 1 The Reporting Persons have engaged in the following transactions in Shares since March 16, 1999, 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 - ----------- ----------- ----------- ---------------------- 17-MAR-99 6,000 1.5000 PLAN 19-MAR-99 2,900 1.4375 PLAN 23-MAR-99 8,100 1.3912 PLAN 26-MAR-99 12,600 1.3403 PLAN 26-MAR-99 700 1.3750 M. CEILEY 5-MAY-99 7,000 1.3750 BISCO 7-MAY-99 6,000 1.3750 BISCO 11-MAY-99 5,600 1.3750 BISCO 12-MAY-99 400 1.3750 BISCO 14-MAY-99 300 1.3125 BISCO 17-MAY-99 1,300 1.3125 BISCO 19-MAY-99 500 1.3125 BISCO 20-MAY-99 3,900 1.3125 BISCO 25-MAY-99 8,000 1.2188 BISCO 26-MAY-99 4,000 1.1250 BISCO 4-JUN-99 4,000 1.3125 BISCO 10-JUN-99 4,700 1.3052 BISCO 16-JUN-99 3,300 1.2500 BISCO 17-JUN-99 4,000 1.2500 BISCO
* Excluding commissions Page 9 of 14 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: June 23, 1999 /s/ Matthew Ceiley -------------------------- Name: Matthew Ceiley Page 10 of 14 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: June 23, 1999 /s/ Glen F. Ceiley -------------------------- Name: Glen F. Ceiley Page 11 of 14 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: June 23, 1999 Bisco Industries, Inc. /s/ Glen F. Ceiley --------------------------------- Name: Glen F. Ceiley Title: President Page 12 of 14 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: June 23, 1999 Bisco Industries, Inc. Profit Sharing And Savings Plan /s/ Glen F. Ceiley _______________________________ Name: Glen F. Ceiley Title: Trustee Page 13 of 14 Pages EX-1 2 JOINT FILING AGREEMENT DATED JUNE 23, 1999 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 June 23, 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 /s/ MATTHEW CEILEY ---------------------- Matthew Ceiley Page 14 of 14 Pages -----END PRIVACY-ENHANCED MESSAGE-----