-----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, M8V2ifd8tRQ6m063t8L5xTLjLnLmhoZuqpRmIfoDhwWihw9bPn+YWe0UGsq9n28t dXDiK7/J9bHTwCO55vwmNQ== 0000950129-04-003980.txt : 20040610 0000950129-04-003980.hdr.sgml : 20040610 20040610121629 ACCESSION NUMBER: 0000950129-04-003980 CONFORMED SUBMISSION TYPE: S-8 PUBLIC DOCUMENT COUNT: 6 FILED AS OF DATE: 20040610 EFFECTIVENESS DATE: 20040610 FILER: COMPANY DATA: COMPANY CONFORMED NAME: INPUT OUTPUT INC CENTRAL INDEX KEY: 0000866609 STANDARD INDUSTRIAL CLASSIFICATION: MEASURING & CONTROLLING DEVICES, NEC [3829] IRS NUMBER: 222286646 STATE OF INCORPORATION: DE FISCAL YEAR END: 0531 FILING VALUES: FORM TYPE: S-8 SEC ACT: 1933 Act SEC FILE NUMBER: 333-116355 FILM NUMBER: 04857614 BUSINESS ADDRESS: STREET 1: 11104 W AIRPORT BLVD STREET 2: SUITE 200 CITY: STAFFORD STATE: TX ZIP: 77477 BUSINESS PHONE: 2819333339 MAIL ADDRESS: STREET 1: 11104 W AIRPORT BLVD STREET 2: SUITE 200 CITY: STAFFORD STATE: TX ZIP: 77477 S-8 1 h16070sv8.htm INPUT/OUTPUT, INC. sv8
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As filed with the Securities and Exchange Commission on June 10, 2004

REGISTRATION NO. 333-

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM S-8

REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933

INPUT/OUTPUT, INC.

(Exact name of registrant as specified in its charter)
     
DELAWARE    
(State or other jurisdiction   22-2286646
of incorporation or organization)   (I.R.S. Employer Identification Number)

12300 PARC CREST DR.
STAFFORD, TEXAS 77477
(281) 933-3339
(Address, including zip code, and telephone number, including area code,
of registrant’s principal executive offices)

GX TECHNOLOGY CORPORATION EMPLOYEE STOCK OPTION PLAN
(Full title of plan)

DAVID L. ROLAND
VICE PRESIDENT-GENERAL COUNSEL
AND CORPORATE SECRETARY
INPUT/OUTPUT, INC.
12300 PARC CREST DR.
STAFFORD, TEXAS 77477
(281) 933-3339
(Name, address and telephone number of agent for service)

With a copy to:
PORTER & HEDGES, L.L.P.
700 LOUISIANA, 35th FLOOR
HOUSTON, TEXAS 77002-2764
ATTENTION: RICHARD L. WYNNE
(713) 226-0600

CALCULATION OF REGISTRATION FEE

                 
        Proposed Maximum   Proposed Maximum    
Title of Each Class of   Amount to   Offering Price   Aggregate Offering   Amount of
Securities to be Registered
   be Registered
   Per Share(2)
   Price(2)
   Registration Fee
Common Stock
$0.01 par value(1) 		  2,963,225 shares   $1.95   $5,778,289   $733

(1)   This Registration Statement also covers the associated rights to purchase Series A Preferred Stock, par value $0.01 per share (the “Rights”), issued pursuant to the Rights Agreement, dated as of January 17, 1997, by and between Input/Output, Inc. and Harris Trust and Savings Bank, as Rights Agent, as amended by the First Amendment to Rights Agreement, dated effective as of April 21, 1999. Until the occurrence of certain events, the Rights will not be exercisable or evidenced separately from shares of common stock, par value $0.01 per share, of Input/Output, Inc.
 
(2)   Estimated solely for the purposes of determining the registration fee in accordance with Rule 457(h) under the Securities Act of 1933, as amended, on the basis of the weighted average exercise price of the options to be assumed under the GX Technology Corporation Employee Stock Option Plan.

 

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PART I INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS
Item 1. Plan Information
Item 2. Registrant Information and Employee Plan Annual Information
PART II INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference
Item 4. Description of Securities
Item 5. Interests of Named Experts and Counsel
Item 6. Indemnification of Directors and Officers
Item 7. Exemption from Registration Claimed
Item 8. Exhibits
Item 9. Undertakings
SIGNATURES
INDEX TO EXHIBITS
GX Technology Corp. Employee Stock Option Plan
Stock Option Grant Agreement under GX Tech. Corp.
Input/Output, Inc. Reg. Statement on Form S-8
Consent of Independent Registered Public Acc. Firm
Independent Auditors' Consent

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INTRODUCTORY STATEMENT

     On May 10, 2004, Input/Output, Inc., a Delaware corporation (“I/O” or the “Registrant”) and GX Technology Corporation, a Texas corporation (“GXT”) entered into an agreement with the shareholders of GXT (the “Purchase Agreement”) to acquire GXT.

     Under the Purchase Agreement and a related merger agreement between GXT and an I/O subsidiary (the “Subsidiary Merger”), outstanding options to purchase GXT common stock are to be assumed by I/O upon consummation of the Subsidiary Merger under the GX Technology Corporation Employee Stock Option Plan.

PART I

INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS

Item 1. Plan Information

     All information required by Part I to be contained in the Section 10(a) prospectus is omitted from this registration statement (this “Registration Statement”) in accordance with Rule 428 under the Securities Act of 1933, as amended (the “Securities Act”), and the Note to Part I of Form S-8.

Item 2. Registrant Information and Employee Plan Annual Information

     All information required by Part I to be contained in the Section 10(a) prospectus is omitted from this Registration Statement in accordance with Rule 428 under the Securities Act and the Note to Part I of Form S-8.

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PART II

INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3. Incorporation of Documents by Reference

     The following documents filed by I/O with the U.S. Securities and Exchange Commission (the “Commission”) are incorporated into this Registration Statement by reference:

  •   I/O’s Annual Report on Form 10-K for the fiscal year ended December 31, 2003, filed with the Commission on March 12, 2004, as amended by I/O’s Form 10-K/A-1 filed with the Commission on April 23, 2004 and as further amended by I/O’s Form 10-K/A-2 filed with the Commission on May 10, 2004 (File No. 001-12691).
 
  •   I/O’s Quarterly Report on Form 10-Q for the fiscal quarter ended March 31, 2004, filed with the Commission on May 10, 2004 (File No. 001-12691).
 
  •   I/O’s Current Reports on Form 8-K filed with the Commission on January 29, February 13, March 5, April 29, May 3 and May 11, 2004 and I/O’s Current Report on Form 8-K/A filed with the Commission on May 28, 2004 (File No. 001-12691) (excluding any information furnished pursuant to Item 9 or Item 12 of any such Current Report on Form 8-K or Form 8-K/A).
 
  •   The description of I/O’s common stock contained in I/O’s Registration Statement on Form 8-A dated October 14, 1994, as amended by I/O’s Current Report on Form 8-K filed on March 8, 2002 (File No. 001-12691).
 
  •   The description of I/O’s rights to purchase Series A Preferred Stock, par value $0.01 per share, contained in I/O’s Registration Statement on Form 8-A12B filed on January 27, 1997, as amended by I/O’s amended Registration Statement on Form 8-A12B/A filed on May 7, 1999 (File No. 001-12691).

     All documents filed by I/O with the Commission pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Securities and Exchange Act of 1934, as amended (the “Exchange Act”), (excluding any information furnished pursuant to Item 9 or Item 12 on any Current Report on Form 8-K) subsequent to the filing date of this Registration Statement and prior to the filing of a post-effective amendment to this Registration Statement which indicates that all securities offered have been sold or which deregisters all securities then remaining unsold, shall be deemed to be incorporated by reference into this Registration Statement and to be a part hereof from the date of filing of each such document.

     You may request a copy of these filings, at no cost, by writing to or telephoning us at the following address:

Input/Output, Inc.
12300 Parc Crest Drive
Stafford, Texas 77477
Tel: (281) 933-3339
Attention: Corporate Secretary

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Item 4. Description of Securities

     Not applicable.

Item 5. Interests of Named Experts and Counsel

     Not applicable.

Item 6. Indemnification of Directors and Officers

     The General Corporation Law of the State of Delaware (“DGCL”) permits I/O and its stockholders to limit directors’ exposure to liability for certain breaches of the directors’ fiduciary duty, either in a suit on behalf of I/O or in an action by stockholders of I/O. The Certificate of Incorporation of I/O (the “Charter”) provides that a director of I/O shall not be personally liable to I/O or its stockholders for monetary damages for breach of fiduciary duty as a director, except for liability (i) for any breach of the director’s duty of loyalty to I/O or its stockholders, (ii) for acts or omissions not in good faith or which involve intentional misconduct or a knowing violation of law, (iii) under Section 174 of the DGCL or (iv) for any transaction from which the director derived an improper personal benefit.

     The Amended and Restated Bylaws (the “Bylaws”) of I/O provide that I/O shall, to the full extent permitted by applicable laws (including the DGCL), indemnify its directors, officers, employees and agents with respect to expenses (including counsel fees), judgments, fines, penalties and other liabilities and amounts incurred by any such person in connection with any threatened, pending or completed action, suit or proceeding to which such person is or was a party, or is or was threatened to be made a party, by reason of the fact that such person is or was serving as a director, officer, employee or agent of I/O or any of its subsidiaries, or is or was serving at the request of I/O or any of its subsidiaries as a director, officer, employee, agent or trustee of another corporation, partnership, joint venture, trust, employee benefit plan or other enterprise. The Bylaws provide that the indemnification provided pursuant to the Bylaws is not exclusive of any other rights to which those seeking indemnification may be entitled under any provision of law, certificate of incorporation, bylaws, governing documents, agreement, vote of stockholders or disinterested directors or otherwise. I/O has entered into indemnification agreements with each of its officers and directors and intends to enter into indemnification agreements with each of its future officers and directors. Pursuant to such indemnification agreements, I/O has agreed to indemnify its officers and directors against certain liabilities.

     I/O maintains a standard form of officers’ and directors’ liability insurance policy which provides coverage to the officers and directors of I/O for certain liabilities, including certain liabilities which may arise out of this Registration Statement.

Item 7. Exemption from Registration Claimed

     Not applicable.

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Item 8. Exhibits

     
4.1
  GX Technology Corporation Employee Stock Option Plan
 
    
4.2
  Form of Stock Option Grant Agreement under the GX Technology Corporation Employee Stock Option Plan
 
    
5.1
  Opinion of Porter & Hedges, L.L.P. with respect to the legality of the securities
 
    
23.1
  Consent of PricewaterhouseCoopers LLP
 
    
23.2
  Consent of Deloitte & Touche LLP
 
    
23.3
  Consent of Porter & Hedges, L.L.P. (included in the opinion of Porter & Hedges, L.L.P. filed as Exhibit 5.1 hereto)
 
    
24.1
  Powers of Attorney (included on the signature page hereto)

Item 9. Undertakings

     A. Undertaking to Update

     The undersigned Registrant hereby undertakes:

     (1) To file, during any period in which offers or sales are being made, a post-effective amendment to this Registration Statement:

          (i) To include any prospectus required by Section 10(a)(3) of the Securities Act;

          (ii) To reflect in the prospectus any facts or events arising after the effective date of this Registration Statement (or the most recent post-effective amendment hereof) which, individually or in the aggregate, represent a fundamental change in the information set forth in this Registration Statement. Notwithstanding the foregoing, any increase or decrease in volume of securities offered (if the total dollar value of securities offered would not exceed that which was registered) and any deviation from the low or high end of the estimated maximum offering range may be reflected in the form of prospectus filed with the Commission pursuant to Rule 424(b) if, in the aggregate, the changes in volume and price represent no more than 20 percent change in the maximum aggregate offering price set forth in the “Calculation of Registration Fee” table in this Registration Statement; and

          (iii) To include any material information with respect to the plan of distribution not previously disclosed in this Registration Statement or any material change to such information in this Registration Statement;

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provided, however, that paragraphs (i) and (ii) above do not apply if the information required to be included in a post-effective amendment by those paragraphs is contained in periodic reports filed with or furnished to the Commission by the Registrant pursuant to Section 13 or 15(d) of the Exchange Act that are incorporated by reference in this Registration Statement.

     (2) That, for the purpose of determining any liability under the Securities Act, each such post-effective amendment shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.

     (3) To remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold at the termination of the offering.

     B. Undertaking With Respect to Documents Incorporated by Reference

     The undersigned Registrant hereby undertakes that, for purposes of determining any liability under the Securities Act, each filing of the Registrant’s annual report pursuant to Section 13(a) or Section 15(d) of the Exchange Act that is incorporated by reference in this Registration Statement shall be deemed to be a new registration statement relating to the securities offered herein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.

     C. Undertaking With Respect to Indemnification

     Insofar as indemnification for liabilities arising under the Securities Act may be permitted to directors, officers and controlling persons of the Registrant pursuant to the foregoing provisions, or otherwise, the Registrant has been advised that in the opinion of the Securities and Exchange Commission such indemnification is against public policy as expressed in the Securities Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the Registrant of expenses incurred or paid by a director, officer or controlling person of the Registrant in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, the Registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Securities Act and will be governed by the final adjudication of such issue.

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SIGNATURES

     Pursuant to the requirements of the Securities Act, 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 to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Stafford, State of Texas, on June 10, 2004.

         
    INPUT/OUTPUT, INC.
 
        
  By:   /S/ ROBERT P. PEEBLER
     
 
      Robert P. Peebler
President, Chief Executive Officer and Director

POWER OF ATTORNEY

     KNOW ALL MEN BY THESE PRESENTS, that each individual whose signature appears below constitutes and appoints J. Michael Kirksey and David L. Roland, and each of them, his true and lawful attorneys-in-fact and agents, with full power of substitution and resubstitution for him and in his name, place and stead, in any and all capacities, to sign, execute and file this registration statement under the Securities Act and any and all amendments (including, without limitation, post-effective amendments and any amendment or amendments or additional registration statement filed pursuant to Rule 462 under the Securities Act increasing the amount of securities for which registration is being sought) to this registration statement, and to file the same, with all exhibits thereto, and any and all other documents in connection therewith, with the Securities and Exchange Commission, to sign any and all applications, registration statements, notices or other documents necessary or advisable to comply with the applicable state securities laws, and to file the same, together with other documents in connection therewith, with the appropriate state securities authorities, granting unto said attorney-in-fact and agents full power and authority to do and perform each and every act and thing requisite and necessary to be done, as fully to all intents and purposes as he might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents or any of them, or their or his substitute or substitutes, may lawfully do or cause to be done by virtue hereof.

     Pursuant to the requirements of the Securities Act, this Registration Statement has been signed by the following persons in the capacities and on the dates indicated.

         
SIGNATURE
   TITLE
   DATE
 
/S/ ROBERT P PEEBLER
Robert P. Peebler		   President, Chief Executive Officer and Director (principal executive officer)   June 10, 2004
/S/ J. MICHAEL KIRKSEY
J. Michael Kirksey		   Executive Vice President and Chief Financial Officer (principal financial officer)   June 10, 2004

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SIGNATURE
   TITLE
   DATE
/S/ MICHAEL L. MORRISON
Michael L. Morrison		   Controller and Director of Accounting (principal accounting officer)   June 10, 2004
/S/ JAMES M. LAPEYRE, JR.
James M. Lapeyre, Jr.		   Chairman of the Board of Directors and Director   June 10, 2004
/S/ BRUCE S. APPELBAUM
Bruce S. Appelbaum		   Director   June 10, 2004
/S/ THEODORE H. ELLIOT, JR.
Theodore H. Elliott, Jr.		   Director   June 10, 2004
/S/ FRANKLIN MYERS
Franklin Myers		   Director   June 10, 2004
/S/ JOHN N. SEITZ
John N. Seitz		   Director   June 10, 2004
/S/ SAM K. SMITH
Sam K. Smith		   Director   June 10, 2004

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INDEX TO EXHIBITS

     
4.1
  GX Technology Corporation Employee Stock Option Plan
 
    
4.2
  Form of Stock Option Grant Agreement under the GX Technology Corporation Employee Stock Option Plan
 
    
5.1
  Opinion of Porter & Hedges, L.L.P. with respect to the legality of the securities
 
    
23.1
  Consent of PricewaterhouseCoopers LLP
 
    
23.2
  Consent of Deloitte & Touche LLP
 
    
23.3
  Consent of Porter & Hedges, L.L.P. (included in the opinion of Porter & Hedges, L.L.P. filed as Exhibit 5.1 hereto)
 
    
24.1
  Powers of Attorney (included on the signature page hereto)
EX-4.1 2 h16070exv4w1.txt GX TECHNOLOGY CORP. EMPLOYEE STOCK OPTION PLAN EXHIBIT 4.1 GX TECHNOLOGY CORPORATION EMPLOYEE STOCK OPTION PLAN 1. Purpose. This 1994 Stock Option Plan (the "Plan") is intended to encourage stock ownership by employees and directors of GX TECHNOLOGY CORPORATION, a Texas corporation (the "Corporation"), and its Subsidiary Corporations, including in the Section 4.2 below a specified contractor, so that they may acquire or increase their proprietary interest in the Corporation; and to encourage such employees and directors to remain in the employ of the Corporation and to put forth maximum efforts for the success of the business. It is further intended that options granted by the Committee (as defined in Section 2 below) pursuant to Section 5 hereof shall constitute "incentive stock options" ("Incentive Stock Options") within the meaning of IRC Section 422, as amended, and the Regulations issued thereunder (the "Code"), and options granted by the Committee pursuant to Section 6 hereof shall constitute "nonqualified stock options" ("Nonqualified Stock Options") that, together with Incentive Stock Options, are referred to herein as "Options". 2. Administration. The Plan shall be administered by the Stock Option and Compensation Committee (the "Committee"), consisting of not less than two members of the Board of Directors of the Corporation (the "Board"), none of whom are or shall have been for at least one year prior to such appointment, eligible to participate in the Plan or any other plan of the Corporation or any of its predecessor entities entitling the participants therein to acquire stock, stock options or stock appreciation rights of the Corporation or any of said entities. The initial Committee shall consist of Thomas D. Barrow and the Board designee of Nationsbanc Capital Corporation pursuant to the Securityholders Agreement with the Corporation dated November 2, 1994, presently Douglas C. Williamson. 2.1 Authority. The Committee shall have the authority in its discretion, subject to and not inconsistent with the express provisions of the Plan, to administer the Plan and to exercise all the powers and authorities either specifically granted to it under the Plan, or necessary or advisable in the administration of the Plan, including, without limitation, the authority to grant Options; to determine which Options shall constitute Incentive Stock Options and which Options shall constitute Nonqualified Stock Options; to determine the purchase price of the shares of Common Stock covered by each Option (the "Option Price"); to determine the persons to whom, and the time or times at which, Options shall be granted; to determine the number of shares of Common Stock to be covered by each Option; to interpret the Plan; to prescribe, amend and rescind rules and Regulations relating to the Plan; to determine the terms and provisions of the Option Agreements (which need not be identical) evidencing Options granted under the Plan; and to make all other determinations deemed necessary or advisable for the administration of the Plan. This authority does not extend to the Common Stock or the granting of the Nonqualified Stock Options of Sections 4.2 and 6 hereof respectively, said Options being those granted as of October 31, 1994 to meet contractual commitments of employees and a contractor of GX Technology L.P. The Committee may delegate to one or more of its members or to one or more agents such administrative duties as it may deem advisable, and the Committee or any delegate may employ one or more persons to render advice with respect to any responsibility the Committee or such person may have under the Plan. 2.2 Rules. The Board shall fill all vacancies, however caused, in the Committee. The Board may from time to time appoint additional members to the Committee, and may at any time remove one or more Committee members and substitute others. One member of the Committee shall be selected by the Board as chairman. The Committee shall hold its meeting at such times and places as it shall deem advisable. All determinations of the Committee shall be made by a majority of its members either present in person or participating by conference telephone at a meeting or by written consent. The Committee may appoint a secretary and make such rules and regulations for the conduct of its business as it shall deem advisable, and shall keep minutes of its meetings. 2.3 Liability. No member of the Board or Committee shall be liable for any action taken or determination made in good faith with respect to the Plan or any Option. 3. Eligibility. Options may be granted to employees, Directors of the Corporation or its present or future divisions and Subsidiary Corporations, including in the Section 4.2 below a specified contractor. In determining the persons to whom Options shall be granted and the number of shares to be covered by each Option, the Committee shall take into account the duties of the respective persons, their present and potential contributions to the success of the Corporation sad such other factors as the Committee shall deem relevant in connection with accomplishing the purpose of the Plan. A person to whom an Option has been granted is sometimes referred to herein as an "Optionee." An Optionee shall be eligible to receive more than one Option during the term of the Plan, but only on the terms and subject to the restrictions hereinafter set forth. 4. Shares. The shares subject to Options hereunder shall be shares of the Corporation's Common Stock (the "Common Stock"). Such shares may, in whole or in part, be authorized but unissued shares or, shares that shall have been or that may be reacquired by the Corporation. 4.1 The aggregate number of shares of Common Stock as to which Incentive Stock Options of Section 5 hereof may be granted from time to time under the Plan shall not exceed 137,628 shares, provided also that a portion of these shares shall be reserved for non-employee directors, new employees and other members of management that are not currently shareholders of the Corporation and that a portion of these shares may be granted to the Managers as defined in the Stock Purchase Agreement dated November 2, 1994. The limitation established by the preceding sentence shall be subject to adjustment as provided in Section 7.9 hereof. If any outstanding Incentive Stock Option expires or is terminated without having been exercised in full, the shares of Common Stock allocable to the unexercised portion of such Option shall (unless the Plan shall have been terminated) become available for subsequent grants of Incentive Stock Options. 4.2 The aggregate number of shares of Common Stock as to which Nonqualified Stock Options of Section 6 hereof may be granted under the Plan shall not exceed 261,500 shares, with the same to be issued within five (5) days of approval of this Plan by the shareholder or shareholders of the Corporation to the former owners of the Restricted Units under the Restricted Partnership Unit Plan and the former owners of the Unit Options under the Employee Unit Purchase Plan of GX Technology L.P., as a predecessor entity of the Corporation. 2 5. Incentive Stock Options. Options granted pursuant to this Section 5 are intended to constitute Incentive Stock Options and shall be subject to the following special terms and conditions, in addition to the general terms and conditions specified in Section 7 hereof. 5.1 Value of Shares. The aggregate Fair Market Value (determined as of the date the Incentive Stock Option is granted) of the shares of Common Stock with respect to which Options granted under this Plan and all other option plans of the Corporation and any Subsidiary Corporation become exercisable for the first time by an Optionee during any calendar year shall not exceed $100,000. 5.2 Ten Percent Stockholder. In the case of an Incentive Stock Option granted to a 10% Stockholder, (a) the Option Price shall not be less than 110% of the Fair Market Value of the shares of Common Stock of the Corporation on the date of grant of such Incentive Stock Option, and (b) the exercise period shall not exceed 5 years from the date of grant of such Incentive Stock Option. 5.3 Vesting of Options. The Incentive Stock Options shall have a minimum vesting of twenty-five percent (25%) over each of the four (4) years following the date such an Option is granted. 6. Nonqualified Stock Options. Options greeted pursuant to this Section 6 are intended to constitute Nonqualified Stock Options to be valid for a period of ten (10) years from date of granting, the vesting and exercise prices per share to be in accordance with the specific provisions of the Nonqualified Option Agreements as set forth below, and shall be subject to the general terms and conditions specified in Section 7 hereof. 6.1 The Nonqualified Stock Options that are to be issued to replace the Restricted Units noted in Section 4.2 above shall have an exercise price of five cents ($.05) per share and shall have the same vesting period(s) as provided in the Restricted Unit Agreements undertaken in connection with the granting of said Restricted Units to the employees, Directors or a contractor of GX Technology L.P. as a predecessor entity of the Company. 6.2 The Nonqualified Stock Options that are to be issued to replace the Option Units noted in Section 4.2 above shall have an exercise price of five dollars ($5.00) per share and shall have the same vesting period(s) as provided in the Employee Unit Purchase Agreements undertaken in connection with the granting of said Unit Options to the employees and Directors of GX Technology L.P. as a predecessor entity of the Company. 7. Terms and Conditions of Options. Each Option shall be evidenced by a written Option Agreement between the Corporation and the Optionee, which agreement shall comply with and be subject to the following terms and conditions: 7.1 Number of Shares. Each Option Agreement shall state the number of shares of Common Stock to which the Option relates. 7.2 Type of Option. Each Option Agreement shall specifically identify the portion, if any, of the Option which constitutes an Incentive Stock Option and the portion, if any, which constitutes a Nonqualified Stock Option. 3 7.3 Option Price. Each Option Agreement shall state the Option Price which, in the case of Incentive Stock Options, shall be not less than 100% of the Fair Market Value of the shares of Common Stock of the Corporation on the date of grant of the Option. The Option Price shall be subject to adjustment as provided in Section 7.9 hereof. The date on which the Committee adopts a resolution expressly granting an Option shall be considered the day on which such Option is granted. 7.4 Medium and Time of Payment. The Option Price shall be paid in full, at the time of exercise, in cash or in shares of Common Stock having a Fair Market Value equal to such Option Price or in a combination of cash and such shares, and may be effected in whole or in part (a) with monies received from the Corporation at the time of exercise as a compensatory cash payment, or (b) with monies borrowed from the Corporation pursuant to repayment terms and conditions as shall be determined from time to time by the Committee, in its discretion, separately with respect to each exercise of Options and each Optionee; provided, however, that each such method and time for payment and each such borrowing and terms and conditions of repayment shall be permitted by and be in compliance with applicable law, and provided, further, if the Option Price is paid with monies borrowed from the Corporation, such fact shall be noted conspicuously on the certificate evidencing such shares in accordance with applicable law. 7.5 Term and Exercise of Options. Options shall be exercisable over the exercise period as and at the times and upon the conditions that the Committee may determine, as reflected in the Option Agreement; provided, however, that the Committee shall have the authority to accelerate the exercisability of any outstanding Option at such time and under such circumstances as it, in its sole discretion, deems appropriate. The exercise period shall be determined by the Committee for all Options; provided, however that such exercise period shall not exceed 10 years from the date of grant of such Option. The exercise period shall be subject to earlier termination as provided in Sections 7.6 and 7.7 hereof. An Option may be exercised, as to any or all full shares of Common Stock as to which the Option has become exercisable, by giving written notice of such exercise to the Committee; provided, however, that an Option may not be exercised at any one time as to fewer than 100 shares (or such number of shares as to which the Option is then exercisable if such number of shares is less than 100). 7.6 Termination. Except as provided in Section 7.5 and in this Section 7.6 hereof, an Option may not be exercised unless the Optionee is then in the employ of the Corporation or a division or Subsidiary Corporation (or a corporation issuing or assuming the Option in a transaction to which IRC Section 424(a) applies), and unless the Optionee has remained continuously so employed since the date of grant of the Option. If the employment of an Optionee shall terminate (other than by reason of death, disability or retirement), all Options of such Optionee that are exercisable at the time of such termination may, unless earlier terminated in accordance with their terms, be exercised within three months after such termination; provided, however, that if the employment of an Optionee shall terminate for cause, all Options theretofore granted to such Optionee shall, to the extent not theretofore exercised, terminate forthwith. Nothing in the Plan or in any Option shall confer upon an individual any right to continue in the employ of the Corporation or any of its divisions or Subsidiary Corporations or interfere in any way with the right of the Corporation or any such division or Subsidiary Corporation to terminate such employment. 4 7.7 Death, Disability, or Retirement. If an Optionee shall die while employed by the Corporation, or a Subsidiary Corporation thereof, or within three months after the termination of such Optionee's employment, other than for cause, or if the Optionee's employment shall terminate by reason of disability or retirement, all Options theretofore granted to such Optionee (to the extent otherwise exercisable) may, unless earlier terminated in accordance with their terms, be exercised by the Optionee or by the Optionee's estate or by a person who acquired the right to exercise such Option by bequest or inheritance or otherwise by reason of the death or disability of the Optionee, at any time within one year after the date of death, disability or retirement of the Optionee. 7.8 Nontransferability of Options. Options granted under the Plan shall not be transferable otherwise than (a) by will; or (b) by the laws of descent and distribution. Options may be exercised, during the lifetime of the Optionee, only by the Optionee, his or her guardian, or legal representative. 7.9 Effect of Certain Changes. (1) If there is any change in the number of shares of Common Stock through the declaration of stock dividends, or through recapitalization resulting in stock splits, or combinations or exchanges of such shares, the number of shares of Common stock available for Options, the number of such shares covered by outstanding Options and the price per share of such Options shall be proportionately adjusted by the Committee to reflect any increase or decrease in the number of issued shares of Common Stock; provided, however, that any fractional shares resulting from such adjustment shall be eliminated. (2) In the event of the proposed dissolution or liquidation of the Corporation, in the event of any corporate separation or division, including, but not limited to, split-up, split-off or spin-off, or in the event of a merger or consolidation of the Corporation with another corporation, the Committee may provide that the holder of each Option then exercisable shall have the right to exercise such Option (at its then Option Price) solely for the kind and amount of shares of stock and other securities, property, cash or any combination thereof receivable upon such dissolution, liquidation, or corporate separation or division, or merger or consolidation by a holder of the number of shares of Common Stock for which such Option might have been exercised immediately prior to such dissolution, liquidation, or corporate separation or division, or merger or consolidation; or the Committee may provide, in the alternative, that each Option granted under the Plan shall terminate as of a date to be fixed by the Committee; provided, however, that not less than 30-days' written notice of the date so fixed shall be given to each Optionee, who shall have the right, during the period of 30 days preceding such termination, to exercise the Options as to all or any part of the shares of Common Stock covered thereby, including shares as to which such Options would not otherwise be exercisable; provided, further, that failure to provide such notice shall not invalidate or affect the action with respect to which such notice was required. (3) If while unexercised Options remain outstanding under the Plan, the stockholders of the Corporation approve a definitive agreement to merge or consolidate 5 the Corporation with or into another corporation or to sell or otherwise dispose of all or substantially all of its assets, or adopt a plan of liquidation (each, a "Disposition Transaction"), then the Committee may (a) make an appropriate adjustment to the number and class of shares available for options, and to the amount and kind of shares or other securities or property (including cash) receivable upon exercise of any outstanding options after the effective date of such transaction, and the price thereof, or, in lieu of such adjustment, provide for the cancellation of all options outstanding at or prior to the effective date of such transaction; (b) provide that exercisability of all Options shall be accelerated, whether or not otherwise exercisable; or (c) in its discretion, permit Optionees to surrender outstanding options for cancellation; provided, however, that if the stockholders approve such Disposition Transaction within five years of the date of adoption of this Plan and before the Corporation is taken public, the Committee shall provide for the alternative in (b) above. Upon any cancellation of an outstanding Option pursuant to this Section, the Optionee shall be entitled to receive, in exchange therefor, a cash payment under any such Option in an amount per share determined by the Committee in its sole discretion, but not less than the difference between the per share exercise price of such Option and the Fair Market Value of a share of the Corporation Common Stock on such date as the Committee shall determine. (4) Paragraphs (2) and (3) of this Section 7.9 shall not apply to a merger or consolidation in which the Corporation is the surviving corporation and shares of Common Stock are not converted into or exchanged for stock, securities of any other corporation, cash or any other thing of value. Notwithstanding the preceding sentence, in case of any consolidation or merger of another corporation into the Corporation in which the Corporation is the surviving corporation and in which there is a reclassification or change (including a change to the right to receive cash or other property) of the shares of Common Stock (other than a change in par value, or from par value to no par value, or as a result of a subdivision or combination, but including any change in such shares into two or more classes or series of shares), the Committee may provide that the holder of each Option then exercisable shall have the right to exercise such Option solely for the kind and amount of shares of stock and other securities (including those of any new direct or indirect parent of the Corporation), property, cash or any combination thereof receivable upon such reclassification, change, consolidation or merger by the holder of the number of shares of Common Stock for which such Option might have been exercised. (5) In the event of a change in the Common Stock of the Corporation as presently constituted which is limited to a change of all of its authorized shares with par value into the same number of shares with a different par value or without par value, the shares resulting from any such change shall be deemed to be the Common Stock within the meaning of the Plan. (6) To the extent that the foregoing adjustments relate to stock or securities of the Corporation, such adjustments shall be made by the Committee, whose determination in that respect shall be final, binding and conclusive, provided that each Incentive Stock Option granted pursuant to this Plan shall not be adjusted in a manner that causes such option to fail to continue to qualify as an Incentive Stock Option within the meaning of IRC Section 422. 6 (7) Except as hereinbefore expressly provided in this Section 7.9, the Optionee shall have no rights by reason of any subdivision or consolidation of shares of stock or any class or the payment of any stock dividend or any other increase or decrease in the number of shares of stock of any class or by reason of any dissolution, liquidation, merger, or consolidation or spin-off of assets or stock of another corporation; and any issue by the Corporation of shares of stock of any class shall not affect, and no adjustment by reason thereof shall be made with respect to, the number or price of shares of Common Stock subject to the Option. The grant of an Option pursuant to the Plan shall not affect in any way the right or power of the Corporation to make adjustments, reclassifications, reorganizations or changes of its capital or business structures or to merge or to consolidate or to dissolve, liquidate or sell, or transfer all or part of its business or assets. 7.10 Rights as a Shareholder. An Optionee or a transferee of an Option shall have no rights as a shareholder with respect to any shares covered by the Option until the date of the issuance of a certificate evidencing such shares. No adjustment shall be made for dividends (ordinary or extraordinary, whether in cash, securities or other property) or distribution of other rights for which the record date is prior to the date such certificate is issued, except as provided in Section 7.9 hereof. 7.11 Other Provisions. The Option Agreements authorized under the Plan shall contain such other provisions, including, without limitation, (a) the imposition of restrictions upon the exercise of an Option; (b) in the case of an Incentive Stock Option, the inclusion of any condition not inconsistent with such Option qualifying as an Incentive Stock Option; and (c) conditions relating to compliance with applicable federal and state securities laws, as the Committee shall deem advisable. 8. Agreement By Optionee Regarding Withholding Taxes. If the Committee shall so require, as a condition of the exercise, each Optionee shall agree that (a) no later than the date of exercise of any Option, the Optionee will pay to the Corporation or make arrangements satisfactory to the Committee regarding payment of any federal, state or local taxes of any kind required by law to be withheld upon the exercise of such Options, and (b) the Corporation shall, to the extent permitted or required by law, have the right to deduct federal, state and local taxes of any kind required by law to be withheld upon the exercise of such Option from any payment of any kind otherwise due to the Optionee. 9. Term of Plan. Options may be granted pursuant to the Plan from time to time within a period of 10 years from the date the Plan is approved by the stockholders of the Corporation. 10. Definitions. As used in this Plan, the following words and phrases shall have the meanings indicated: (a) "DISABILITY" shall mean an Optionee's inability to engage in any substantial gainful activity by reason of any medically determinable physical or mental impairment that can be expected to result in death or that has lasted or can be expected to last for a continuous period of not less than twelve (12) months. 7 (b) "FAIR MARKET VALUE" per share as of a particular date shall mean (i) the closing sales price per share of Common Stock on a national securities exchange for the last preceding date on which there was a sale of such Common Stock an such exchange; or (ii) if the shares of Common Stock are then traded on an over-the-counter market, the average of the closing bid and asked prices for the shares of Common Stock in such over-the-counter market for the last preceding date on which there was a sale of such Common Stock in such market; or (iii) in case no reported sale takes place, the average of the closing bid and asked prices on the National Association of Securities Dealers' Automated Quotations System ("NASDAQ") or any comparable system, or if the shares of Common Stock are not listed on NASDAQ or comparable system, the closing sale price or, in case no reported sale takes place, the average of the closing bid and asked prices, as furnished by any member of the National Association of Securities Dealers, Inc. selected from time to time by the Corporation for that purpose; or (iv) if the shires of Common Stock are not then listed on a national securities exchange or traded in an over-the-counter market, such value as the Committee in its discretion may determine using reasonable valuation methodology, which may include the use of an expert professional appraiser(s). (c) "PARENT CORPORATION" shall mean any corporation (other than the Corporation) in an unbroken chain of corporations ending with the employer corporation if, at the time of granting an Option, each of the corporations other than the employer corporation owns stock possessing 50% or more of the total combined voting power of all classes of stock in one of the other corporations in such chain. (d) "SUBSIDIARY CORPORATION" shall mean any corporation (other than the Corporation) in an unbroken chain of corporations beginning with the employer corporation if, at the time of granting an Option, each of the corporations other than the last corporation in the unbroken chain owns stock possessing 50% or more of the total combined voting power of all classes of stock in one of the other corporations in such chain. (e) "TEN PERCENT STOCKHOLDER" shall mean an Optionee who, at the time an Incentive Stock Option is granted, owns stock possessing more than 10% of the total combined voting power of all classes of stock of the Corporation or of its Parent or Subsidiary Corporations. 11. Amendment and Termination of the Plan. The Board at any time and from time to time may suspend, terminate, modify or amend the Plan; provided, however, that any amendment that would materially increase the aggregate number of shares of Common Stock as to which Options may be granted under the Plan or materially increase the benefits accruing to participants under the Plan or materially modify the requirements as to eligibility for participation in the Plan shall be subject to the approval of the holders of a majority of the Common Stock issued and outstanding, except that any such increase or modification that may result from adjustments authorized by section 7.9 hereof shall not require such approval. Except as provided in Section 7 hereof, no suspension, termination, modification or amendment of the Plan may adversely affect any Option previously granted, unless the written consent of the Optionee is obtained. 8 12. Approval of Stockholders. The Plan shall take effect upon the approval of the holders of a majority of the issued and outstanding shires of Common Stock of the Corporation. 13. Effect of Headings. The section and subsection headings contained herein are for convenience only and shall not affect the construction hereof. Approved by the Written Consent of Sole Shareholder in lieu of Special Meeting of the Shareholders on October 31, 1994. 9 EX-4.2 3 h16070exv4w2.txt STOCK OPTION GRANT AGREEMENT UNDER GX TECH. CORP. EXHIBIT 4.2 STOCK OPTION GRANT AGREEMENT UNDER GX TECHNOLOGY CORPORATION EMPLOYEE STOCK OPTION PLAN THIS AGREEMENT is entered into this ____ day of _______, 2004, between Input/Output, Inc., a Delaware corporation (the "Company"), and _____________, an employee of the Company ("Grantee"), pursuant to the provisions of the GX Technology Corporation Employee Stock Option Plan (Effective March 4, 2004) (as amended, the "Plan"). WHEREAS, on May 10, 2004, the Company entered into a Stock Purchase Agreement (the "Purchase Agreement") with GX Technology Corporation, a Texas corporation ("GXT"), pursuant to which the Company has acquired all of the issued and outstanding capital stock of GXT; WHEREAS, in connection with transactions contemplated under the Purchase Agreement, the Company has assumed the Plan and all of the outstanding stock options granted under the Plan and the Company shall be successor to GXT under the Plan for all purposes; WHEREAS, this Agreement and Option are intended to evidence and continue the balance of stock options previously granted to Grantee under the Plan on _____________ ("Grant Date") (not otherwise cancelled or forfeited) to reflect the conversion price and the number of shares for which such stock options are continued and exercisable into after giving effect to the Purchase Agreement; and WHEREAS, the Committee has authorized and approved the grant and continuation of this Option to Grantee which shall be a nonstatutory stock option subject to the terms and conditions provided herein. NOW, THEREFORE, in consideration of the mutual covenants contained herein, the parties do hereby agree as follows: 1. SECTION 1. GRANT OF OPTION. Subject to all of the terms, conditions and provisions of the Plan and of this Agreement, the Company hereby grants to Grantee an option (the "Option") under the Plan pursuant to which Grantee shall have the right and option under the Plan to purchase from the Company all or any part of an aggregate of ________ shares of the Common Stock of the Company, par value $0.01 per share (the "Option Shares") which continues the options previously granted to the Grantee under the Plan prior to the date of the Purchase Agreement which were not otherwise cancelled or terminated. This Option shall be a nonstatutory stock option. The Option Shares, when issued to Grantee upon the exercise of the Option, shall be fully paid and 1 nonassessable. This Option is being granted in consideration of the employment of Grantee with the Company. All capitalized terms used herein shall have the meanings set forth in the Plan unless otherwise provided herein. SECTION 2. OPTION PRICE. The purchase price payable by Grantee to the Company in exercise of this Option shall be $____ per share (the "Option Price"). The Option Term shall be from the Grant Date until the tenth (10th) anniversary of the Grant Date. SECTION 3. EXERCISE PERIOD AND EXERCISE OF OPTION. The Options are vested and are exercisable as to 100% of the Common Stock covered hereby on the date hereof. Any Option Shares which remain unexcercised on the tenth (10th) anniversary of the Grant Date shall expire. Unless specifically provided otherwise in the Plan, the Option may be exercised at any time as long as Grantee has been continuously employed by the Company, its parent, or a subsidiary from the Grant Date until the Option is exercised. Other terms and conditions under which the Option may be exercised are specifically provided in the Plan. SECTION 4. NO EMPLOYMENT COMMITMENT. Grantee acknowledges that neither the grant of this Option nor the execution of this Agreement by the Company shall be interpreted or construed as imposing upon the Company an obligation to retain his services on behalf of the Company or its affiliates for any stated period of time, which employment shall continue to be at the pleasure of the Company at such compensation as it shall determine. SECTION 5. PLAN. As previously provided, the Option is subject to all of the terms, conditions and provisions of the Plan. Grantee hereby acknowledges receipt of a copy of the Plan and the parties agree that the entire text of such Plan be, and it hereby is, incorporated herein by reference as fully as if here copied in full. The terms of the Plan shall control with respect to the effect of Grantee's termination of employment, the adjustments to be made in the event of changes in the capital structure or other changes of the Company and of all of the other provisions, terms and conditions of the Plan applicable to the Option granted herein. If any of the provisions of this Agreement conflict with the Plan, the provisions of the Plan shall be controlling. The Grantee hereby agrees to accept as binding, conclusive and final all decisions or interpretations of the Committee, the Company or the Board, as appropriate, upon any questions arising under the Plan or this Agreement. SECTION 6. NON-TRANSFERABILITY. The Option hereunder is not transferable or assignable by Grantee except by will or by the laws of descent and distribution or as otherwise specifically provided in the Plan. No right or benefit hereunder shall in any manner be liable for or subject to any debts, contracts, liabilities, obligations or torts of Grantee. SECTION 7. NO GUARANTEE OF TAX CONSEQUENCES. The Company and the Committee make no commitment or guarantee that any federal or state tax treatment will apply or be available to 2 any person eligible for benefits under the Option. The Grantee has been advised and been provided the opportunity to obtain independent legal and tax advice regarding this Agreement, the Option and exercise of the Option and the disposition of any Option Shares acquired thereby. SECTION 8. NO RIGHTS IN SHARES. Grantee shall have no rights as a stockholder in respect of the Shares until the Grantee becomes the record holder of such Shares. SECTION 9. WITHHOLDING OF TAXES. (a) TAX WITHHOLDING. The Company shall have the power and the right to deduct or withhold, or require an Grantee to remit to the Company, an amount sufficient to satisfy federal, state, and local taxes, domestic or foreign, required by law or regulation to be withheld with respect to any taxable event arising as a result of the Option or its exercise hereunder. (b) SHARE WITHHOLDING. With respect to tax withholding required upon the exercise of Option Shares, Grantee may elect, subject to the approval of the Committee in its sole discretion, to satisfy the withholding requirement, in whole or in part, by having the Company withhold Shares having a Fair Market Value on the date the tax is to be determined equal to the statutory total tax which could be imposed on the transaction. All such elections shall be made in writing, signed by the Grantee, and shall be subject to any restrictions or limitations that the Committee, in its discretion, deems appropriate. Any fraction of a Share required to satisfy such obligation shall be disregarded and the amount due shall instead be paid in cash by the Grantee. The Company shall have the right to take such other action as may be necessary or appropriate to satisfy any such tax withholding obligations. SECTION 10. RESTRICTIONS ON EXERCISE. The Option may not be exercised if the issuance of such Option Shares or the exercise thereof (including but not limited to the method of payment of the consideration for such Shares) would constitute a violation of any applicable federal or state securities or other laws or regulations, any rules or regulations of any stock exchange on which the Common Stock may be listed or Company policies. SECTION 11. GENERAL. (a) NOTICES. All notices under this Agreement shall be mailed or delivered by hand to the parties at their respective addresses set forth beneath their signatures below or at such other address as may be designated in writing by either of the parties to one another. Notices shall be effective upon receipt. (b) AMENDMENT AND TERMINATION. No amendment, modification or termination of the Option or this Agreement shall be made at any time without the written consent of Grantee and Company. 3 (c) SEVERABILITY. In the event that any provision of this Agreement shall be held illegal, invalid, or unenforceable for any reason, such provision shall be fully severable, but shall not affect the remaining provisions of the Agreement, and the Agreement shall be construed and enforced as if the illegal, invalid, or unenforceable provision had not been included herein. (d) SUPERSEDES PRIOR AGREEMENTS. This Agreement shall supersede and replace all prior agreements and understandings, oral or written, between the Company, GXT, or any other person and the Grantee regarding the grant of the Options covered hereby. (e) GOVERNING LAW. The Option shall be construed in accordance with the laws of the State of Texas without regard to its conflict of law provisions, to the extent federal law does not supersede and preempt Texas law. (f) COMMUNITY PROPERTY. Each spouse individually is bound by, and such spouse's interest, if any, in any Shares is subject to, the terms of this Agreement. Nothing in this Agreement shall create a community property interest where none otherwise exists. [Signature page follows.] 4 IN WITNESS WHEREOF, this Agreement is executed and entered into effective on the day and year first above written. INPUT/OUTPUT, INC. 12300 Parc Crest Drive Stafford, Texas 77477 By: ---------------------- Name: ---------------------- Title: ---------------------- ---------------------------- -------------------, Grantee ---------------------------- ---------------------------- ---------------------------- [address] 5 EX-5.1 4 h16070exv5w1.txt INPUT/OUTPUT, INC. REG. STATEMENT ON FORM S-8 EXHIBIT 5.1 June 10, 2004 Input/Output, Inc. 12300 Parc Crest Dr. Stafford, Texas 77477 Re: Input/Output, Inc. Registration Statement on Form S-8; GX Technology Corporation Employee Stock Option Plan Gentlemen: We have acted as counsel to Input/Output, Inc., a Delaware corporation (the "Company"), in connection with the preparation for filing with the Securities and Exchange Commission of a Registration Statement on Form S-8 (the "Registration Statement") under the Securities Act of 1933, as amended. The Registration Statement relates to the registration of 2,963,225 shares (the "Shares") of the Company's common stock, par value $0.01 per share (the "Common Stock"), issuable pursuant to the GX Technology Corporation Employee Stock Option Plan (the "Plan"). We have examined the Plan and such corporate records, documents, instruments and certificates of the Company, and have reviewed such questions of law as we have deemed necessary, relevant or appropriate to enable us to render the opinion expressed herein. In such examination, we have assumed without independent investigation the authenticity of all documents submitted to us as originals, the genuineness of all signatures, the legal capacity of all natural persons, and the conformity of any documents submitted to us as copies to their respective originals. As to certain questions of fact material to this opinion, we have relied without independent investigation upon statements or certificates of public officials and officers of the Company. Based upon such examination and review, we are of the opinion that the Shares have been duly and validly authorized and will, upon issuance and delivery as contemplated by the Plan, be validly issued, fully paid and nonassessable outstanding shares of Common Stock. This Firm consents to the filing of this opinion as an exhibit to the Registration Statement. Very truly yours, /s/ PORTER & HEDGES, L.L.P. PORTER & HEDGES, L.L.P. EX-23.1 5 h16070exv23w1.txt CONSENT OF INDEPENDENT REGISTERED PUBLIC ACC. FIRM EXHIBIT 23.1 CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM We hereby consent to the incorporation by reference in the Registration Statement on Form S-8 of our report dated February 27, 2004, except as to the paragraph titled "Restatement" in Note 1, which is as of May 10, 2004, relating to the consolidated financial statements and financial statement schedule, which appears in Input/Output, Inc.'s Annual Report on Form 10-K for the year ended December 31, 2003, as amended by Form 10-K/A-1 and Form 10-K/A-2. /s/ PricewaterhouseCoopers LLP Houston, Texas June 9, 2004 EX-23.2 6 h16070exv23w2.txt INDEPENDENT AUDITORS' CONSENT EXHIBIT 23.2 INDEPENDENT AUDITORS' CONSENT We consent to the incorporation by reference in this Registration Statement of Input/Output, Inc. on Form S-8 of our report dated November 17, 2003, relating to the consolidated financial statements of GX Technology Corporation, appearing in the Form 8-K of Input/Output, Inc. filed on May 11, 2004. /s/ DELOITTE & TOUCHE LLP Houston, Texas June 10, 2004 -----END PRIVACY-ENHANCED MESSAGE-----