-----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, Fa0uIwP5CUHnwWjbNIBBnqbWQhzVMQXOXPE1KFPCk7RJ0gugRiX7AZIf9Y89xFGC ZpmHOxtCvzTNVD4/tlz2vQ== 0001017062-99-001641.txt : 19990928 0001017062-99-001641.hdr.sgml : 19990928 ACCESSION NUMBER: 0001017062-99-001641 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 19990927 GROUP MEMBERS: BISCO IND. PROFIT SHARING & SAVINGS PLAN GROUP MEMBERS: BISCO INDUSTRIES INC GROUP MEMBERS: FAMILY STEAK HOUSES OF FLORIDA GROUP MEMBERS: MR. GLEN F. CEILEY GROUP MEMBERS: MR. MATTHEW CEILEY GROUP MEMBERS: MR. ZACHARY 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: 99717719 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 #12 TO SCHEDULE 13D RE: DATA I/O CORP UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 ------------------------------------ SCHEDULE 13D (AMENDMENT NO.12) 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 24, 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 18 Pages Exhibit Index on Page 10. 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 1,365,225 shares of Common Stock (See Item 5) With 9. Sole Dispositive Power 900 shares of Common Stock 10. Shared Dispositive Power 1,365,225 shares of Common Stock (See Item 5) 11. Aggregate Amount Beneficially Owned by Each Reporting Person 1,366,125 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) 18.75% 14. Type of Reporting Person IN Page 2 of 18 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 905,200 shares of Common Stock (See Item 5) Owned By Each Reporting 8. Shared Voting Power Person With 0 9. Sole Dispositive Power 905,200 shares of Common Stock (See Item 5) 10. Shared Dispositive Power 0 11. Aggregate Amount Beneficially Owned by Each Reporting Person 905,200 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) 12.42% 14. Type of Reporting Person CO Page 3 of 18 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 460,025 shares of Common Stock (See Item 5) Owned By Each Reporting 8. Shared Voting Power Person With 0 9. Sole Dispositive Power 460,025 shares of Common Stock (See Item 5) 10. Shared Dispositive Power 0 11. Aggregate Amount Beneficially Owned by Each Reporting Person 460,025 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) 6.31% 14. Type of Reporting Person EP Page 4 of 18 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 U.S.A. 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 18 Pages SCHEDULE 13D CUSIP No. 237690102 1. Name of Reporting Person Mr. Zachary 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 800 shares of Common Stock (See Item 5) Owned By Each Reporting 8. Shared Voting Power Person With 0 9. Sole Dispositive Power 800 shares of Common Stock (See Item 5) 10. Shared Dispositive Power 0 11. Aggregate Amount Beneficially Owned by Each Reporting Person 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) .01% 14. Type of Reporting Person IN Page 6 of 18 Pages SCHEDULE 13D CUSIP No. 237690102 1. Name of Reporting Person Family Steak Houses of Florida, 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 Florida Number of 7. Sole Voting Power Shares Beneficially 6,000 shares of Common Stock (See Item 5) Owned By Each Reporting 8. Shared Voting Power Person With 0 9. Sole Dispositive Power 6,000 shares of Common Stock (See Item 5) 10. Shared Dispositive Power 0 11. Aggregate Amount Beneficially Owned by Each Reporting Person 6,000 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) .08% 14. Type of Reporting Person CO Page 7 of 18 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"), the Bisco Industries, Inc. Profit Sharing and Savings Plan (the "Plan"), Matthew Ceiley ("M. Ceiley"), Zachary Ceiley ("Z. Ceiley"), and Family Steak Houses of Florida, Inc. ("FSH") Mr. Ceiley, Bisco, the Plan, M. Ceiley, Z. Ceiley, and FSH are hereinafter collectively referred to as the "Reporting Persons." 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. M. Ceiley is a student, and his residence is 304 Evening Star Lane, Newport Beach, CA 92660. Z. Ceiley is a student, and his residence is 304 Evening Star Lane, Newport Beach, CA 92660. FSH's principal business is the ownership and operation in the State of Florida of franchised Ryan's Family Steak House restaurants. FSH is a Florida corporation. Its principal office is located at 2113 Florida Boulevard, Neptune Beach, FL 32266. (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 8 of 18 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. M. Ceiley, purchased directly 700 shares for a total consideration of $962.50 from his personal funds. Z. Ceiley, purchased directly 800 shares for a total consideration of $1,500.00 from his personal funds. FSH purchased 6,000 shares for a total consideration of $11,250.00 from its working capital. Bisco purchased 905,200 shares for a total consideration of $1,761.160.57. 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 460,025 shares for a total consideration of $1,210,186.45 using funds held in the Plan for investment purposes. 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 24, 1999, the Reporting Persons owned in the aggregate, 1,373,625 Shares, which represent approximately 18.85% of the 7,285,790 Shares outstanding as of August 6, 1999 as reported in the Issuer's Quarterly Report on Form 10-Q for the quarter ended July 1, 1999. 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, Bisco and M. Ceiley individually, Z. Ceiley individually, and FSH 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 September 24, 1999, (i) Mr. Glen Ceiley benefically owned an aggregate of 1,365,225 Shares, of which 900 shares were owned by Mr. Ceiley individually, 905,200 Shares were owned by Bisco, of which Mr. Glen Ceiley is the sole stockholder and President, and 460,025 Shares were held by Mr. Glen Ceiley as sole Trustee of the Plan, and (ii) M. Ceiley owned 700 Shares, (iii) Z. Ceiley owned 800 Shares and (iv) FSH owned 6,000 Shares. (b) Mr. Glen Ceiley has the sole 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 9 of 18 Pages Item 7. Material to be Filed as Exhibits ------------------------------------------ Exhibit 1. Joint Filing Agreement dated as of Page Number September 20, 1999 18 Page 10 of 18 Pages SCHEDULE 1 The Reporting Persons have engaged in the following transactions in Shares since June 17, 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 - ----------- ----------- ----------- ---------------------- 23-JUN-99 8,000 1.2188 BISCO 28-JUN-99 2,100 1.4375 BISCO 5-AUG-99 3,000 1.6250 BISCO 6-AUG-99 4,000 1.5977 PLAN 10-AUG-99 100 1.5625 PLAN 16-AUG-99 3,000 1.8750 PLAN 17-AUG-99 3,000 1.8750 BISCO 18-AUG-99 3,000 1.8750 BISCO 19-AUG-99 3,000 1.8125 BISCO 19-AUG-99 1,000 1.7500 PLAN 18-AUG-99 3,000 1.8750 FSH 19-AUG-99 3,000 1.8750 FSH 23-AUG-99 1,000 1.8125 PLAN 24-AUG-99 800 1.8750 Z. CEILEY 25-AUG-99 5,000 1.8500 PLAN 26-AUG-99 4,000 1.7656 PLAN 26-AUG-99 3,000 1.6825 BISCO 31-AUG-99 3,000 1.7500 BISCO 3-SEP-99 10,000 1.8563 BISCO 7-SEP-99 3,000 1.6875 PLAN 7-SEP-99 2,000 1.7500 BISCO 13-SEP-99 2,000 1.6875 BISCO 17-SEP-99 7,500 1.9042 BISCO 20-SEP-99 2,000 1.8125 BISCO 22-SEP-99 1,200 1.8125 BISCO 27-SEP-99 7,000 1.8304 BISCO
* Excluding commissions Page 11 of 18 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 20, 1999 /s/ Matthew Ceiley -------------------------- Name: Matthew Ceiley Page 12 of 18 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 20, 1999 /s/ Zachary Ceiley -------------------------- Name: Zachary Ceiley Page 16 of 18 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 20, 1999 /s/ Glen F. Ceiley -------------------------- Name: Glen F. Ceiley Page 13 of 18 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 20, 1999 Bisco Industries, Inc. /s/ Glen F. Ceiley --------------------------------- Name: Glen F. Ceiley Title: President Page 14 of 18 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 20, 1999 Bisco Industries, Inc. Profit Sharing And Savings Plan /s/ Glen F. Ceiley _______________________________ Name: Glen F. Ceiley Title: Trustee Page 15 of 18 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 20, 1999 Family Steak Houses of Florida, Inc. /s/ Glen F. Ceiley --------------------------------- Name: Glen F. Ceiley Title: Chairman Page 17 of 18 pages EX-1 2 JOINT FILING AGREEMENT DATED 09/20/1999 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 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 /s/ MATTHEW CEILEY ---------------------- Matthew Ceiley /s/ ZACHARY CEILEY ---------------------- Zachary Ceiley Family Steak Houses of Florida, Inc. /s/ GLEN F. CEILEY ----------------------- Name: Glen F. Ceiley Title: Chairman Page 18 of 18 Pages -----END PRIVACY-ENHANCED MESSAGE-----