-----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, P+1fmCRf6qu6/SorkJAEjRtKfODK6OKOPfr+gK0LY0I5CSRozgd3INZSIQecuPWc /QNbTKgIxx5eeBaO+TTVxQ== 0000950129-04-005233.txt : 20040728 0000950129-04-005233.hdr.sgml : 20040728 20040728162029 ACCESSION NUMBER: 0000950129-04-005233 CONFORMED SUBMISSION TYPE: S-8 PUBLIC DOCUMENT COUNT: 5 FILED AS OF DATE: 20040728 EFFECTIVENESS DATE: 20040728 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: 333-117716 FILM NUMBER: 04936224 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 h16813sv8.txt INPUT/OUTPUT, INC. 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 22-2286646 (State or other jurisdiction (I.R.S. Employer Identification Number) of incorporation or organization) 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) INPUT/OUTPUT, INC.- CONCEPT SYSTEMS EMPLOYMENT INDUCEMENT STOCK OPTION PROGRAM (Full title of plan) DAVID L. ROLAND, ESQ. 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 COPIES TO: FULBRIGHT & JAWORSKI L.L.P. 1301 MCKINNEY, SUITE 5100 HOUSTON, TEXAS 77010 ATTENTION: MARC H. FOLLADORI (713) 651-5151
CALCULATION OF REGISTRATION FEE ====================================================================================================================== PROPOSED PROPOSED MAXIMUM TITLE OF SECURITIES AMOUNT TO MAXIMUM OFFERING AGGREGATE OFFERING AMOUNT OF TO BE REGISTERED BE REGISTERED(2) PRICE PER SHARE(2) PRICE(2) REGISTRATION FEE - ---------------------------------------------------------------------------------------------------------------------- Common Stock $.01 par value(1) 365,000 shares $8.32 $3,036,800 $384.76 ======================================================================================================================
(1) This Registration Statement also covers the associated rights to purchase Series A Preferred Stock, par value $0.01 per share, issued pursuant to that certain Rights Agreement dated as of January 17, 1997, by and between the registrant 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. (2) The 365,000 shares registered hereby represent shares issuable pursuant to the Input/Output, Inc.- Concept Systems Employment Inducement Stock Option Program, evidenced by stock option award agreements entered into between the registrant and the individual participants in such program. Pursuant to Rule 416(a), also registered hereunder is an indeterminate number of shares of common stock issuable as a result of certain anti-dilution provisions contained in those agreements. With respect to the shares registered hereby, the offering price per share, the aggregate offering price and the registration fee have been calculated in accordance with paragraphs (c) and (h)(1) of Rule 457 on the basis of the average high and low sale prices for the registrant's common stock on July 27, 2004 as reported on the New York Stock Exchange composite transactions ($8.32 per share). INTRODUCTORY STATEMENT On February 23, 2004, Input/Output, Inc., a Delaware corporation ("I/O" or the "Registrant") entered into a Share Acquisition Agreement with certain security holders of Concept Systems Holding Limited, a private limited company under the laws of Scotland ("Concept"), to acquire all of the share capital of Concept. As contemplated by the terms of such acquisition agreement, the Registrant granted certain employees of Concept (and its subsidiaries) employment inducement stock option awards as a material inducement to their joining the Registrant, under a program known as the Input/Output, Inc. - Concept Systems Employment Inducement Stock Option Program. PART II INFORMATION REQUIRED IN THE REGISTRATION STATEMENT ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE The contents of the following documents, filed by the Registrant with the U.S. Securities and Exchange Commission (the "Commission"), are incorporated into this registration statement (the "Registration Statement") by reference: o The Registrant's Annual Report on Form 10-K for the fiscal year ended December 31, 2003, filed with the Commission on March 12, 2004 pursuant to Section 13(a) of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), as amended by Form 10-K/A-1 filed with the Commission on April 23, 2004 and as further amended by Form 10-K/A-2 filed with the Commission on May 10, 2004; o The Registrant's Quarterly Report on Form 10-Q for the fiscal quarter ended March 31, 2004, filed with the Commission on May 10, 2004 pursuant to Section 13(a) of the Exchange Act; o The Registrant's Current Reports on Form 8-K filed with the Commission on March 5, May 3 and May 11, 2004 (as amended by Form 8-K/A-1 and Form 8-K/A-2 filed with the Commission on May 28, 2004 and June 15, 2004, respectively), pursuant to Section 13(a) of the Exchange Act; o The description of the Registrant's common stock contained in the Registration Statement on Form 8-A filed with the Commission on October 17, 1994, filed under Section 12(b) of the Exchange Act, as amended by the Registrant's Current Report on Form 8-K filed on March 8, 2002; and o The Registrant's Registration Statement on Form 8-A12B filed with the Commission on January 27, 1997, as amended by Form 8-A12B/A filed on May 7, 1999. All documents filed by the Registrant with the Commission pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act 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 into this Registration Statement by reference and to be a part hereof from the date of filing of each such document. II-2 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 the Registrant and its stockholders to limit directors' exposure to liability for certain breaches of the directors' fiduciary duty. The Restated Certificate of Incorporation of the Registrant, as amended (the "Charter"), provides that a director of the Registrant shall not be personally liable to the Registrant 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 the Registrant 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 of the Registrant (the "Bylaws") provide that the Registrant 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 the Registrant or any of its direct or indirect wholly owned subsidiaries, or is or was serving at the request of the Registrant or any of its direct or indirect wholly owned 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 of the Registrant or any of its direct or indirect wholly owned subsidiaries, or otherwise. The Registrant maintains a standard form of officers' and directors' liability insurance policy which provides coverage to the officers and directors of the Registrant for certain liabilities, including certain liabilities which may arise out of this Registration Statement. ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED Not applicable. ITEM 8. EXHIBITS 4.1 Form of Input/Output, Inc. Employment Inducement Stock Option Agreement, pursuant to which certain employees of Concept Systems Holdings Limited (and its subsidiaries) were granted inducement stock options to purchase shares of the Registrant's common stock, which grants were made under the Input/Output, Inc.- Concept Systems Employment Inducement Stock Option Program. II-3 5.1 Opinion of Fulbright & Jaworski L.L.P. 23.1 Consent of PricewaterhouseCoopers LLP. 23.2 Consent of Deloitte & Touche LLP. 23.3 Consent of Fulbright & Jaworski L.L.P. (included in the opinion of Fulbright & Jaworski L.L.P. filed as Exhibit 5.1 hereto). 24.1 Power 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 of 1933, as amended (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 a 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; 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. II-4 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 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 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. II-5 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 July 23, 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 Robert P. Peebler 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 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 attorneys-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 President, Chief Executive Officer and July 28, 2004 - ------------------------------------------ Director Robert P. Peebler (principal executive officer) /s/ J. Michael Kirksey Executive Vice President July 28, 2004 - ------------------------------------------ and Chief Financial Officer J. Michael Kirksey (principal financial officer) /s/ Michael L. Morrison Controller and Director of Accounting July 28, 2004 - ------------------------------------------ (principal accounting officer) Michael L. Morrison
II-6
SIGNATURE TITLE DATE --------- ----- ---- /s/ James M. Lapeyre, Jr. Chairman of the Board of July 28, 2004 - ------------------------------------------ Directors and Director James M. Lapeyre, Jr. /s/ Bruce S. Applebaum Director July 28, 2004 - ------------------------------------------ Bruce S. Appelbaum, Ph.D /s/ Theodore H. Elliott, Jr. Director July 28, 2004 - ------------------------------------------ Theodore H. Elliott, Jr. /s/ Franklin Myers Director July 28, 2004 - ------------------------------------------ Franklin Myers Director - ------------------------------------------ John N. Seitz Director - ------------------------------------------ Sam K. Smith
II-7 INDEX TO EXHIBITS 4.1 Form of Input/Output, Inc. Employment Inducement Stock Option Agreement, pursuant to which certain employees of Concept Systems Holdings Limited (and its subsidiaries) were granted inducement stock options to purchase shares of the Registrant's common stock, which grants were made under the Input/Output, Inc.- Concept Systems Employment Inducement Stock Option Program. 5.1 Opinion of Fulbright & Jaworski L.L.P. 23.1 Consent of PricewaterhouseCoopers LLP. 23.2 Consent of Deloitte & Touche LLP. 23.3 Consent of Fulbright & Jaworski L.L.P. (included in the opinion of Fulbright & Jaworski L.L.P. filed as Exhibit 5.1 hereto). 24.1 Power of Attorney (included on the signature page hereto). EX-4.1 2 h16813exv4w1.txt FORM OF EMPLOYMENT INDUCEMENT STOCK OPTION AGMT EXHIBIT 4.1 INPUT/OUTPUT, INC. EMPLOYMENT INDUCEMENT STOCK OPTION AGREEMENT THIS EMPLOYMENT INDUCEMENT STOCK OPTION AGREEMENT (the "Agreement") is made effective as of the _____ day of ________________, 2004 (the "Date of Grant") by and between Input/Output, Inc., a Delaware corporation (the "Company"), and Ian Williamson (the "Optionee"). WHEREAS, the Company has entered into that certain Share Acquisition Agreement between the Company, _____________________________________and the Vendors (as defined therein), dated as of _____________________, relating to the sale and purchase of entire share capital of Concept Systems Holdings Limited, a private limited company incorporated in Scotland under the Companies Acts ("Concept"). WHEREAS, the Optionee is an employee of Concept; WHEREAS, as a material inducement to the Optionee's entering into that certain Employment Agreement dated February__, 2004 (the "Employment Agreement") and the Optionee's agreement to be hired as a new employee of a subsidiary within the Company's corporate group on the terms thereof the Company believes that its interests will be served and advanced by granting the Optionee an option to purchase shares of common stock, $_____ par value, of the Company. NOW, THEREFORE, IT IS AGREED AS FOLLOWS: 1. Except as defined elsewhere herein, the words and phrases defined in this Section 1 shall have the meaning set out in these definitions throughout this Agreement, unless the context in which any such word or phrase appears reasonably requires a broader, narrower, or different meaning. (a) "AFFILIATE" means any parent corporation and any subsidiary corporation. The term "parent corporation" means any corporation or other entity (other than the Company) in an unbroken chain of corporations or entities ending with the Company if, at the time of the action or transaction, each of the corporations or entities other than the Company owns stock or voting equity possessing 50 percent (50%) or more of the total combined voting power of all classes of stock or voting equity in one of the other corporations or entities in the chain. The term "subsidiary corporation" means any corporation or other entity (other than the Company) in an unbroken chain of corporations or entities beginning with the Company if, at the time of the action or transaction, each of the corporations or entities other than the last corporation or entity in the unbroken chain owns stock or voting equity possessing 50 percent (50%) or more of the total combined voting power of all classes of stock or voting equity in one of the other corporations or entities in the chain. (b) "BOARD" means the board of directors of the Company. -1- (c) "CHANGE IN CONTROL" shall mean the occurrence of any of the following, after the Date of Grant: (i) The acquisition by any individual, entity or group (within the meaning of Section 13(d)(3) or 14(d)(2) of the Exchange Act (a "Person")) of beneficial ownership (within the meaning of Rule 13d-3 promulgated under the Exchange Act) of forty percent (40%) or more of either (i) the then outstanding shares of common stock of the Company (the "Outstanding Company Stock") or (ii) the combined voting power of the then outstanding voting securities of the Company entitled to vote generally in the election of directors (the "Outstanding Company Voting Securities"); provided, however, that the following acquisitions shall not constitute a Change in Control: (i) any acquisition directly from the Company or any Subsidiary, (ii) any acquisition by the Company or any Subsidiary or by any employee benefit plan (or related trust) sponsored or maintained by the Company or any Subsidiary, or (iii) any acquisition by any corporation pursuant to a reorganization, merger, consolidation or similar business combination involving the Company (a "Merger"), if, following such Merger, the conditions described in clauses (i) and (ii) of Section 5.7(c) below are satisfied; (ii) Individuals who, as of the Effective Date, constitute the Board (the "Incumbent Board") cease for any reason to constitute at least a majority of the Board; provided, however, that any individual becoming a director subsequent to the Effective Date whose election, or nomination for election by the Company's stockholders, was approved by a vote of at least a majority of the directors then comprising the Incumbent Board shall be considered as though such individual were a member of the Incumbent Board, but excluding, for this purpose, any such individual whose initial assumption of office occurs as a result of either an actual or threatened election contest (a solicitation by any person or group of persons for the purpose of opposing a solicitation of proxies or consents by the Board with respect to the election or removal of Directors at any annual or special meeting of stockholders) or other actual or threatened solicitation of proxies or consents by or on behalf of a Person other than the Board; (iii) Approval by the stockholders of the Company of a Merger, unless immediately following such Merger, (i) substantially all of the holders of the Outstanding Company Voting Securities immediately prior to such Merger beneficially own, directly or indirectly, more than 50% of the common stock of the corporation resulting from such Merger (or its parent corporation) in substantially the same proportions as their ownership of Outstanding Company Voting Securities immediately prior to such Merger and (ii) at least a majority of the members of the board of directors of the corporation resulting from such Merger (or its parent corporation) were members of the Incumbent Board at the time of the execution of the initial agreement providing for such Merger; (iv) The sale or other disposition of all or substantially all of the assets of the Company. -2- (d) "CODE" means the U.S. Internal Revenue Code of 1986, as amended. (e) "COMMITTEE" means the Compensation Committee of the Board or such other committee designated by the Board. (f) "COMPANY" has the meaning set forth in the preamble of this Agreement. (g) "DISABILITY" means a mental or physical disability as determined under the then-established policies of the Company. (h) "EXCHANGE ACT" means the U.S. Securities Exchange Act of 1934, as amended from time to time. (i) "EXPIRATION DATE" has the meaning set forth in Section 3 hereof. (j) "FAIR MARKET VALUE" of the Stock as of any date means (a) the average of the high and low sale prices of the Stock on that date on the New York Stock Exchange; or (b) if the Stock is not listed on the New York Stock Exchange, the average of the high and low sale prices of the Stock on that date as reported on the principal securities exchange on which the Stock is listed; or (c) if the Stock is not listed on a securities exchange, the average of the high and low sale prices of the Stock on that date as reported on the NASDAQ National Market System; or (d) if the Stock is not listed on the NASDAQ National Market System, the average of the high and low bid quotations for the Stock on that date as reported by the National Quotation Bureau Incorporated; or (e) if none of the foregoing is applicable, an amount at the election of the Committee equal to (x) the average between the closing bid and ask prices per Share of Stock on the last preceding date on which those prices were reported or (y) that amount as determined by the Committee in its sole discretion. (k) "MATURE SHARES" means shares of Stock that Optionee has held for at least six months. (l) "OPTION" has the meaning set forth in Section 3(a) of this Agreement. (m) "OPTIONEE" has the meaning set forth in the preamble of this Agreement. (n) "RETIRE" or "RETIREMENT" means retirement in good standing from the employ of the Company and all of its Affiliates for reason of age under then-established policies of the Company and its Affiliates. (o) "STOCK" means the common stock of the Company, $_______ par value or, in the event that the outstanding shares of common stock are later changed into or exchanged for a different class of stock or securities of the Company or another corporation, that other stock or security. -3- 2. GRANT; VESTING. (a) Subject to the terms and conditions of this Agreement, on this day, the Date of Grant, the Company hereby grants to the Optionee an option (the "Option") to purchase __________________ (_______) shares of the Stock of the Company, at an exercise price of $_______ per share, subject to any adjustments provided for in this Agreement. The Option shall vest and be exercisable according to the following schedule, but subject to Sections 3, 4 and 5 below: (i) On _______________, the Option shall vest and then be exercisable with respect to 25% of the total number of shares subject to the Option; (ii) On ________________, the Option shall vest and then be exercisable with respect to an additional 25% of the total number of shares subject to the Option; (iii) On _________________, the Option shall vest and then be exercisable with respect to an additional 25% of the total number of shares subject to the Option; (iv) On ____________________, the Option shall vest and then be exercisable with respect to the remaining 25% of the total number of shares subject to the Option. To the extent not previously exercised, installments of vested Options shall be cumulative and may be exercised in whole or in part. Notwithstanding the foregoing, in the event of the termination of the Optionee's employment with Concept, the Company and any of the other Affiliates for any reason prior to the Expiration Date, the Option shall not continue to vest after such termination of employment and any unvested Options shall be forfeited effective as of such date of termination. (b) In addition, notwithstanding any provision contained in this Agreement to the contrary, in the event of a Change in Control, this Option shall thereupon be fully vested and shall be immediately exercisable in full. 3. EXPIRATION. The Option evidenced by this Agreement, to the extent such rights with respect thereto shall not previously have been exercised or sooner terminated, shall expire and be rendered null and void at 5:00 p.m., Houston, Texas time, on __________________ (the "Expiration Date"). 4. TERMINATION. (a) Death, Disability and Retirement. Upon the death or Disability of the Optionee while in the employ of Concept, the Company or any Affiliate, or upon his Retirement, the Optionee, or, if applicable, his executors, administrators or any person or -4- persons to whom his Option may be transferred by will or by the laws of descent and distribution, shall have the right for one year following the date of such death, Disability, or Retirement of the Optionee, but in any event, not later than the Expiration Date, to exercise the Option to the extent it was vested at the date of such death, Disability, or Retirement. (b) Severance of Employment. Unless expressly provided otherwise in this Agreement, Options shall (a) terminate six months after severance of employment with Concept, the Company and all Affiliates for any reason other than for reasons of death, Retirement, or Disability and (b) be exercisable only to the extent such Options are exercisable at the time of the Optionee's severance of employment; provided, however, that in no event will the Option be exercisable after the Expiration Date. Whether authorized leave of absence or absence on military or government service shall constitute severance of the employment of the Optionee shall be determined by the Committee at that time. 5. FORFEITURE. Notwithstanding any other provisions of this Agreement, if any of the following occur, the Optionee shall forfeit all outstanding Options, including all exercised Options pursuant to which the Company has not yet delivered a stock certificate. : (i) the conviction of the Optionee by a court of competent jurisdiction as to which no further appeal can be taken of a crime involving moral turpitude or a felony; (ii) the proven commission by the Optionee of a material act of fraud upon the Company or any Subsidiary, or any customer or supplier thereof; (iii) the willful and proven misappropriation of any funds or property of the Company or any Subsidiary, or any customer or supplier thereof; (iv) the willful, continued and unreasonable failure by the Optionee to perform the material duties assigned to him which is not cured to the reasonable satisfaction of the Company within 30 days after written notice of such failure is provided to Optionee by the Board or by a designated officer of the Company or a Subsidiary; (v) the knowing engagement by the Optionee in any direct and material conflict of interest with the Company or any Subsidiary without compliance with the Company's or Subsidiary's conflict of interest policy, if any, then in effect; or (vi) the knowing engagement by the Optionee, without the written approval of the Board, in any material activity which competes with the business of the Company or any Subsidiary or which would result in a material injury to the business, reputation or goodwill of the Company or any Subsidiary; or (vii) the material breach by a Consultant of such Optionee's contract with the Company. The decision of the Committee as to the cause of the Optionee's discharge, and the damage done to Concept, the Company or an Affiliate, shall be final. No decision of the Committee, however, shall affect the finality of the discharge of the Optionee by Concept, the Company or such Affiliate in any manner. 6. CHANGES IN THE COMPANY'S CAPITAL STRUCTURE. The existence of outstanding Options shall not affect in any way the right or power of the Company or its stockholders to make or authorize any and all adjustments, recapitalizations, reorganizations or other changes in the Company's capital structure or its business, or any merger or consolidation of the Company, or any issue of bonds, debentures, preferred or prior preference stock ahead of or affecting the Stock or its rights, or the dissolution or liquidation of the Company, or any sale or transfer of all or any part of its assets or business, or any other corporate act or proceeding, whether of a similar character or otherwise. -5- If the Company shall effect a subdivision or consolidation of shares or other capital readjustment, the payment of a stock dividend, or other increase or reduction of the number of shares of the Stock outstanding, without receiving compensation for it in money, services or property, then the number, class, and per share price of shares of Stock subject to the Option shall be appropriately adjusted in such a manner so as to entitle Optionee to receive upon exercise of the Option, for the same aggregate cash consideration, the equivalent total number and class of shares Optionee would have received had Optionee exercised his Option in full immediately prior to the event requiring the adjustment. If while the Option remains outstanding and unexercised (i) the Company shall not be the surviving entity in any merger, consolidation or other reorganization (or survives only as a subsidiary of an entity other than an entity that was directly or indirectly wholly-owned by the Company immediately prior to such merger, consolidation or other reorganization), (ii) the Company sells, leases or exchanges or agrees to sell, lease or exchange all or substantially all of its assets to any other person or entity (other than an entity that is wholly-owned by the Company), (iii) the Company is to be dissolved, or (iv) the Company is a party to any other corporate transaction (as defined under section 424(a) of the Code and applicable U.S. Treasury Regulations) that is not described in clauses (i), (ii) or (iii) of this sentence (each such event is referred to herein as a "Corporate Change"), then (x) except as otherwise expressly provided in this Agreement or as a result of the effectuation of one or more of the alternatives described below, there shall be no acceleration of the time at which the Option then outstanding may be exercised, and (y) no later than ten (10) days after the approval by the stockholders of the Company of such Corporate Change, the Board or the Committee, acting in their sole and absolute discretion without the consent or approval of Optionee, shall act to effect one or more of the following alternatives: (i) accelerate the time at which the Option then outstanding may be exercised so that the Option may be exercised in full for a limited period of time on or before a specified date (before or after such Corporate Change) fixed by the Committee or the Board of Directors, after which specified date the Option then remaining unexercised and all rights of Optionee thereunder shall terminate; (ii) require the mandatory surrender to the Company by Optionee of the Option (regardless of whether the Option is then exercisable under the provisions of this Agreement) as of a date, before or after such Corporate Change, specified by the Committee or the Board of Directors, in which event the Committee or the Board shall thereupon cancel such Option and the Company shall pay to Optionee an amount of cash per share equal to the excess, if any, of the per share price offered to stockholders of the Company in connection with such Corporate Change over the exercise price under this Option for such shares; (iii) with respect to Optionee, have some or all of this Option (whether vested or unvested) assumed or have a new option substituted for some or all of this Option (whether vested or unvested) by an entity that is a party to the transaction resulting in such Corporate Change and that is then employing him, or a parent or subsidiary of such entity, provided that (A) such assumption or substitution is on a basis in which the excess of the aggregate fair market value of -6- the shares subject to such new option immediately after the assumption or substitution over the aggregate exercise price of such shares hereunder is equal to the excess of the aggregate fair market value of all shares subject to the Option immediately before such assumption or substitution over the aggregate exercise price of such shares, and (B) the assumed rights under the existing Option or the substituted rights under such new option, as the case may be, will have the same terms and conditions as the rights under the existing Option assumed or substituted for, as the case may be; (iv) provide that the number and class of shares of Stock covered by the Option (whether vested or unvested) theretofore granted shall be adjusted so that the Option when exercised shall thereafter cover the number and class of shares of stock or other securities or property (including, without limitation, cash) to which the Optionee would have been entitled pursuant to the terms of the agreement or plan (or both) relating to such Corporate Change if, immediately prior to such Corporate Change, the Optionee had been the holder of record of the number of shares of Stock then covered by the Option; or (v) make such adjustments to this Option, if any, as the Committee or the Board deems appropriate to reflect such Corporate Change. In effecting one or more of alternatives (3), (4) or (5) above, and except as otherwise may be provided in this Agreement, the Committee or the Board of Directors, in their sole and absolute discretion and without the consent or approval of the Optionee, may accelerate the time at which some or all Options then outstanding may be exercised. If changes occur in the outstanding Stock by reason of recapitalizations, reorganizations, mergers, consolidations, combinations, exchanges or other changes in capitalization occurring after the Date of Grant and not otherwise provided for by this Section 6, then the Option and this Agreement shall be subject to adjustment by the Committee or the Board in their sole and absolute discretion as to the number and price of shares of stock or other consideration subject to this Option. 7. FORMS OF CONSIDERATION AUTHORIZED. (a) The exercise of the Option shall be made only by a written notice delivered in person, by telecopy or by mail to the Secretary of the Company at the Company's principal executive office, specifying the number of shares of Stock to be purchased and accompanied by payment therefor. The exercise price for any shares of Stock to be purchased pursuant to the exercise of the Option shall be paid in full upon such exercise by any one or a combination of the following: (i) by payment in cash (in U.S. Dollars), certified check, bank draft or postal or express money order payable to the order of the Company for an amount equal to the exercise price under the Option, (ii) by tender to the Company of Mature Shares having a Fair Market Value on the date of exercise equal to the exercise price under the Option, (iii) by delivery of a properly executed notice of exercise together with irrevocable instructions to a broker or dealer providing for the assignment to the Company of the proceeds of a sale or loan arranged -7- by the Optionee with respect to some or all of the shares being acquired upon the exercise of the Option (a "Cashless Exercise"), or (iv) by such other terms and conditions as may be approved by the Committee to the extent permitted by applicable law. (b) Limitations on Forms of Consideration. (i) General Restrictions. The Committee shall not permit an Optionee to pay his exercise price upon the exercise of an Option by having the Company reduce the number of shares of Stock that will be delivered to the Optionee pursuant to the exercise of the Option. In addition, the Committee shall not permit an Optionee to pay his exercise price upon the exercise of an Option by using shares of Stock other than Mature Shares. No fractional shares of Stock (or cash in lieu thereof) shall be issued upon exercise of an Option and the number of shares that may be purchased upon exercise shall be rounded to the nearest number of whole shares. (ii) Mature Shares. If Mature Shares are used for payment by the Optionee, the aggregate Fair Market Value of the Mature Shares tendered must be equal to or less than the aggregate exercise price of the shares being purchased upon exercise of the Option, and any difference must be paid by cash (in U.S. Dollars), certified check, bank draft or postal or express money order payable to the order of the Company. Delivery of the shares shall be deemed effected for all purposes when a stock transfer agent of the Company shall have deposited the certificates in the United States mail, addressed to the Optionee at the address specified by the Optionee. Whenever this Option is exercised by exchanging Mature Shares owned by the Optionee, the Optionee shall deliver to the Company certificates registered in the name of the Optionee representing a number of shares of Stock legally and beneficially owned by the Optionee, free of all liens, claims and encumbrances of every kind, accompanied by stock powers duly endorsed in blank by the record holder of the shares represented by the certificates (with signature guaranteed by a commercial bank or trust company or by a brokerage firm having a membership on a registered national stock exchange). The delivery of certificates upon the exercise of Options is subject to the condition that the person exercising the Option provide the Company with the information the Company might reasonably request pertaining to exercise, sale or other disposition. If requested by the Secretary of the Company, the Optionee shall deliver this Agreement to the Secretary of the Company who shall endorse thereon a notation of such exercise and return such Agreement to the Optionee. 8. NON-EVENTS. The issue by the Company of shares of stock of any class, or securities convertible into shares of stock of any class, for cash or property, or for labor or services either upon direct sale or upon the exercise of rights or warrants to subscribe for them, or upon conversion of shares or obligations of the Company convertible into shares or other securities, shall not affect, and no adjustment by reason of such issuance shall be made with respect to, the number, class, or price of shares of Stock then subject to this Option. -8- 9. TAX WITHHOLDING. (a) Concept, the Company or any Affiliate shall be entitled to deduct from other compensation payable to Optionee any sums required by any applicable law to be withheld with respect to the grant or exercise of the Option. In the alternative, Concept or the Company may require the Optionee (or other person exercising the Option) to pay the sum directly to the employer. If the Optionee is required to pay the sum directly, payment in cash or by check of such sums for taxes shall be delivered within ten days after the date of grant or exercise, as the case may be. In satisfaction of the payment of such sum to the Company or Affiliate, the Optionee may make a written election, which may be accepted or rejected in the discretion of the Chief Financial Officer of the Company, to have withheld a portion of the shares of Stock issuable to him or her upon exercise of the Option having an aggregate Fair Market Value, on the date of exercise, equal to or less than the amount required to be withheld, provided that the Fair Market Value of the shares held back shall not exceed the Company's or Affiliate's minimum statutory withholding tax obligations. (b) The Company and its Affiliates shall have no obligation upon exercise of the Option to issue any shares of Stock until the Company has received payment sufficient to cover all sums due with respect to that exercise. The Company and its Affiliates shall not be obligated to advise Optionee of the existence of the tax or the amount which the employer will be required to withhold. 10. REQUIREMENTS OF LAW. The Company shall not be required to sell or issue any Stock under the Option if issuing that Stock would constitute or result in a violation by the Optionee or the Company of any provision of any law, statute, or regulation of any governmental authority. Specifically, in connection with any applicable statute or regulation relating to the registration of securities, upon exercise of the Option, the Company shall not be required to issue any Stock unless the Committee has received evidence satisfactory to it to the effect that the holder of the Option will not transfer the Stock except in accordance with applicable law, including receipt of an opinion of counsel satisfactory to the Company to the effect that any proposed transfer complies with applicable law. The determination by the Committee on this matter shall be final, binding and conclusive. The Company may, but shall in no event be obligated to, register any Stock issuable upon exercise of the Option pursuant to applicable securities laws of any country or any political subdivision. In the event the Stock issuable on exercise of the Option is not registered under applicable U.S. and foreign securities law, the Company may (i) require as a condition to the issuance of the shares of Stock hereunder that Optionee make such representations as may be required by law in order for the shares to be issued and sold to Optionee in compliance with an applicable exemption from registration under the Securities Act of 1933, as amended, and applicable state, foreign and local law, and (ii) imprint on the certificate evidencing the Stock the following legend or any other legend that counsel for the Company considers necessary or advisable to comply with applicable law: -9- THE SHARES OF STOCK REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933 OR UNDER THE SECURITIES LAWS OF ANY STATE AND MAY NOT BE SOLD OR TRANSFERRED EXCEPT UPON SUCH REGISTRATION OR UPON RECEIPT BY THE CORPORATION OF AN OPINION OF COUNSEL SATISFACTORY TO THE CORPORATION, IN FORM AND SUBSTANCE SATISFACTORY TO THE CORPORATION, THAT REGISTRATION IS NOT REQUIRED FOR SUCH SALE OR TRANSFER. 11. TRANSFERABILITY. The Option granted to the Optionee under this Agreement shall not be transferable or assignable by the Optionee other than by will or the laws of descent and distribution, and shall be exercisable during the Optionee's lifetime only by him. 12. AMENDMENT. This Agreement may not be changed or terminated orally but only by an agreement in writing signed by the party against whom enforcement of any such change or termination is sought. 13. NO OBLIGATION TO RETAIN SERVICES. Neither Concept, the Company nor any Affiliate thereof shall be deemed by the grant of this Option to be required to retain the services of the Optionee for any period. 14. STOCKHOLDER RIGHTS. The Optionee shall not have any rights as a stockholder with respect to any shares of Stock covered by the Option until the date of the issuance of the stock certificate or certificates to him for such shares following his exercise of this Option pursuant to the terms and conditions hereof and his payment for the shares. No adjustment shall be made for dividends or other rights for which the record date is prior to the date such certificate or certificates are issued. 15. INTERPRETATION. In the event of any difference of opinion concerning the meaning or effect of this Agreement, such difference shall be resolved by the Committee. 16. GOVERNING LAW. The validity, construction and performance of this agreement shall be governed by the laws of the State of Texas. Any invalidity of any provision of this Agreement shall not affect the validity of any other provision. 17. NOTICES. All offers, notices, demands, requests, acceptances or other communications hereunder shall be in writing and shall be deemed to have been duly made or given if mailed by registered or certified mail, return receipt requested. Any such notice mailed to the Company shall be addressed to its principal executive offices, and any notice mailed to the Optionee shall be addressed to the Optionee's residence address as it appears on the books and records of the Company, or to such other address as either party may hereafter designate in writing to the other. 18. SUCCESSORS. This Agreement shall, except as herein stated to the contrary, inure to the benefit of and bind the legal representatives, heirs, successors and assigns of the parties hereto. 19. NONQUALIFIED OPTION. The Option evidenced by this Agreement is a nonqualified stock option which is not intended to be governed by Section 422 of the Code. -10- 20. GENDER. If the context requires, words of one gender when used in this Agreement shall include the others, and words used in the singular or plural shall include the other. 21. HEADINGS. Headings of Sections are included for convenience of reference only and do not constitute part of this Agreement and shall not be used in construing the terms of this Agreement. IN WITNESS WHEREOF, this Agreement has been duly executed and delivered to be effective as of the Date of Grant. INPUT/OUTPUT, INC. By: _____________________________________ Name: Title: OPTIONEE _________________________________________ Printed Name: Ian Williamson -11- EX-5.1 3 h16813exv5w1.txt OPINION OF FULBRIGHT & JAWORSKI L.L.P. EXHIBIT 5.1 Fulbright & Jaworski L.L.P. A Registered Limited Liability Partnership 1301 McKinney, Suite 5100 Houston, Texas 77010-3095 www.fulbright.com Telephone: (713) 651-5151 Facsimile: (713) 651-5246 July 16, 2004 Input/Output, Inc. 12300 Parc Crest Drive Stafford, Texas 77477 Gentlemen: We have acted as counsel for Input/Output, Inc., a Delaware corporation (the "Registrant"), in connection with the registration under the Securities Act of 1933, as amended, of 365,000 shares of the Registrant's common stock, $0.01 par value per share (the "Shares"), which are to be issued pursuant to the Input/Output, Inc.-Concept Systems Employment Inducement Stock Option Program (the "Program"), evidenced by stock option award agreements entered into between the Registrant and the individual participants in the Program. In connection therewith, we have reviewed the relevant corporate resolutions of the Company and have examined originals or copies, certified or otherwise identified to our satisfaction, of such corporate records and documents as we have deemed necessary as a basis for the opinions hereinafter expressed. We also have examined the Registrant's Registration Statement on Form S-8 (the "Registration Statement") to be filed with the Securities and Exchange Commission with respect to the Shares. We have assumed the authenticity and completeness of all records, certificates and other instruments submitted to us as originals, the conformity to original documents of all records, certificates and other instruments submitted to us as copies, the authenticity and completeness of the originals of those records, certificates and other instruments submitted to us as copies and the correctness of all statements of fact contained in all records, certificates and other instruments that we have examined. Based on the foregoing, and having regard for such legal considerations as we have deemed relevant, we are of the opinion that the Shares have been duly and validly authorized for issuance and, when issued in accordance with the terms of their stock option award agreements, will be validly issued, fully paid and non-assessable. The opinions expressed herein relate solely to, are based solely upon and are limited exclusively to the laws of the State of Texas, the federal laws of the United States of America, and the General Corporation Law of the State of Delaware, as amended, to the extent applicable. We hereby consent to the filing of this opinion as an exhibit to the Registration Statement. EXHIBIT 5.1 Very truly yours, /s/ FULBRIGHT & JAWORSKI L.L.P. Fulbright & Jaworski L.L.P. EX-23.1 4 h16813exv23w1.txt CONSENT OF PRICEWATERHOUSECOOPERS LLP EXHIBIT 23.1 CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM We hereby consent to the incorporation by reference in this 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 July 28, 2004 EX-23.2 5 h16813exv23w2.txt CONSENT OF DELOITTE & TOUCHE LLP EXHIBIT 23.2 CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM We hereby 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 for the year ended June 30, 2003, appearing in the Form 8-K of Input/Output, Inc. filed on May 11, 2004. /s/ Deloitte & Touche LLP Houston, Texas July 28, 2004 -----END PRIVACY-ENHANCED MESSAGE-----