8-K

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 20549

FORM 8-K

CURRENT REPORT PURSUANT
TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934

Date of report (Date of earliest event reported): May 4, 2005

Input/Output, Inc.

(Exact Name of Registrant as Specified in Its Charter)

Delaware

(State or Other Jurisdiction of Incorporation)

1-12961	22-2286646
(Commission File Number)	(IRS Employer Identification No.)

12300 Parc Crest Drive, Stafford, Texas	77477
(Address of Principal Executive Offices)	(Zip Code)

281-933-3339

(Registrant’s Telephone Number, Including Area Code)

(Former Name or Former Address, if Changed Since Last Report)

      Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

o     Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o     Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o     Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o     Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 1.01 Entry into a Material Definitive Agreement.

      Amended and Restated 2004 Long-Term Incentive Plan. On May 3, 2004, our Board of Directors adopted the Input/Output, Inc. 2004 Long-Term Incentive Plan (the “2004 Plan”), and the 2004 Plan was approved by the stockholders of I/O at the 2004 Annual Meeting. On February 15, 2005, our Board of Directors approved, subject to stockholder approval, amendments to the 2004 Plan, with the principal amendment being to increase by 1,600,000 the total number of shares of I/O’s common stock available for issuance under the 2004 Plan. Other amendments to the 2004 Plan were as follows:

•   Amendment to Section 1.3(d) to clarify that no stock option issued under the 2004 Plan will be repriced, replaced or regranted through cancellation or by lowering the option price of a previously granted stock option;

•   Amendment to Section 2.2(c) to clarify that the exercise price under all stock options under the 2004 Plan may not be less than 100% of fair market value per share on the date of grant; and

•   Deletion of the former Section 6.6, which had provided for certain deferred compensation arrangements and agreements under the Plan.

On May 4, 2005, our stockholders approved these amendments to the 2004 Plan at our Annual Meeting of Stockholders. The complete text of the 2004 Plan, as amended and restated, is incorporated herein by reference to Appendix B to our definitive proxy statement for our 2005 Annual Meeting of Stockholders, filed with the Securities and Exchange Commission on April 1, 2005.

      First Amendment to Agreement with Fletcher International, Ltd. On May 6, 2005, we entered into a First Amendment to Agreement (the “First Amendment”) with Fletcher International, Ltd. (“Fletcher”), a copy of which is included as Exhibit 10.2 to this Current Report on Form 8-K. The First Amendment amends our Agreement with Fletcher dated February 15, 2005 (the “Original Agreement”). The Original Agreement provided for the issuance by us to Fletcher of 30,000 shares of a newly designated Series D-1 Cumulative Convertible Preferred Stock (“Series D-1 Preferred Stock”) in a privately-negotiated transaction exempt from registration under the Securities Act of 1933, as amended. We were required under the terms of the Original Agreement to file a registration statement with the Securities and Exchange Commission to register for resale the shares of Common Stock issuable upon conversion or redemption of, or in payment of dividends on, the Series D-1 Preferred Stock. The First Amendment amends the registration requirements under the Original Agreement to

•   require the initial registration of 7,500,000 shares of our Common Stock, which is our current good faith estimate of the number of shares we may issue in the future if the Series D-1 Preferred Stock is ever converted or redeemed by Fletcher, or if we decide to issue shares to pay dividends on the Series D-1 Preferred Stock, and

•   thereafter require registration of the number of any additional shares of Common Stock in excess of 7,500,000 that are subsequently determined to be issuable, as estimated in good faith, upon conversion or redemption of, or in payment of dividends on, the Series D-1 Preferred Stock and any subsequent series of Series D Preferred Stock that we may issue in the future. (Pursuant to the Original Agreement, Fletcher was granted the right, commencing August 16, 2005 and expiring on February 16, 2008, subject to extension, to purchase up to an additional 40,000 shares of one or more additional series of Series D Preferred Stock, having similar terms and conditions as the Series D-1 Preferred Stock, and having a conversion price equal to 122% of the prevailing market price of Common Stock at the time of issuance, but not less than $6.31 per share (subject to adjustment).)

Item 9.01 Financial Statements and Exhibits.

(a) Financial statements of businesses acquired.

      Not applicable.

(b) Pro forma financial information.

      Not applicable.

(c) Exhibits.

      10.1 Amended and Restated Input/Output, Inc. 2004 Long-Term Incentive Plan (filed as Appendix B to the definitive proxy statement for the 2005 Annual Meeting of Stockholders of Input/Output, Inc. filed on April 1, 2005, and incorporated herein by reference).

      10.2 First Amendment to Agreement dated as of May 6, 2005 between Input/Output, Inc. and Fletcher International, Ltd.

SIGNATURES

      Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

Date: May 10, 2005

INPUT/OUTPUT, INC.
By:	/s/ J. MICHAEL KIRKSEY
Name:	J. Michael Kirksey
Title:	Executive Vice President and Chief Financial Officer

INDEX TO EXHIBITS

Exhibit
Number	Description
10.1	Amended and Restated Input/Output, Inc. 2004 Long-Term Incentive Plan (filed as Appendix B to the definitive proxy statement for the 2005 Annual Meeting of Stockholders of Input/Output, Inc. filed on April 1, 2005, and incorporated herein by reference).
10.2	First Amendment to Agreement dated as of May 6, 2005 between Input/Output, Inc. and Fletcher International, Ltd.

EX-10.2

Exhibit 10.2

FIRST AMENDMENT TO AGREEMENT

      This First Amendment to Agreement (this “Amendment”), dated as of May 6, 2005, is entered into by and between Input/Output, Inc., a corporation organized under the laws of Delaware (together with its successors, the “Company”), and Fletcher International, Ltd., a company organized under the laws of Bermuda (together with its successors, “Fletcher”).

RECITALS

      WHEREAS, Fletcher and the Company are parties to an Agreement dated as of February 15, 2005 (the “Original Agreement”);

      WHEREAS, Section 20(i) of the Original Agreement provides that the Original Agreement may be amended, modified or supplemented in any and all respects only by a written instrument signed by Fletcher and the Company;

      WHEREAS, Fletcher and the Company desire to amend the Original Agreement as set forth herein;

      NOW, THEREFORE, in consideration of the premises and the mutual covenants of the parties set forth herein and upon the terms and subject to the conditions set forth herein, the parties hereto, intending to be legally bound, hereby agree as follows:

      1. Amendment. The parties agree that this Amendment is intended to amend and modify the Original Agreement.

      1.1 The parties agree to delete the second and third sentence of Section 5(a) of the Original Agreement and replace them with the following:

“Pursuant to the preceding sentence, the Company shall register pursuant to such Initial Registration Statement not less than the number of shares of Common Stock equal to seven million, five hundred thousand (7,500,000) (the “Registrable Number”). Upon the issuance of Additional Preferred Shares or if at any time the number of Common Shares issuable upon conversion or, if larger, redemption of, all issued and outstanding Series D Preferred Shares plus the number of shares potentially issuable as dividends for the following five years exceeds the number of Common Shares registered at that time pursuant to a Registration Statement (a “Registration Deficiency”), (I) the Registrable Number shall increase (up to a maximum of fifteen million, seven hundred twenty-four thousand, three hundred and six (15,724,306)) to equal (x) in the case of an issuance of Additional Preferred Shares, the sum of the Registrable Number in effect immediately before such increase plus a good faith estimate of the maximum number of shares of Common Stock potentially issuable with respect to such Additional Preferred Shares as payment of future dividends and pursuant to conversion or redemption assuming (i) a 3-month LIBOR rate as of a date within five (5) Business Days of such issuance, (ii) the Prevailing Market Price (as defined in the Certificate of Rights and Preferences and Subsequent Certificates of Rights and Preferences) as of a date within five (5) Business Days of such issuance, (iii) seven years of

dividends, and (iv) Section 6(b) does not apply or (y) in the case of a Registration Deficiency, the sum of the number of Common Shares registered pursuant to a Registration Statement plus a good faith estimate of the Registration Deficiency assuming (i) a 3-month LIBOR rate as of a date within five (5) Business Days of such Registration Deficiency, (ii) the Prevailing Market Price as of a date within five (5) Business Days of such Registration Deficiency, (iii) seven years of dividends, and (iv) Section 6(b) does not apply, and (II) the Company shall, at its own expense and as promptly as practicable after (and in no event later than fifteen (15) Business Days after and excluding) each Subsequent Closing Date, file a registration statement or, if permitted by the rules and regulations of the SEC, file a supplement to the prospectus contained in the Initial Registration Statement (each such registration statement or prospectus supplement, together with all amendments and supplements thereto and any replacement registration statement with respect thereto or with respect to the Common Shares covered thereby, a “Later Issuance Registration Statement”)) covering the resale of the new Registrable Number (as described in subsection (I) above) of shares of Common Stock, containing a prospectus that includes shares of Common Stock that may have been previously registered on an earlier Registration Statement pursuant to Rule 429 under the Securities Act; provided, however, that if the Company is unable to file a Later Issuance Registration Statement on or before the fifteenth Business Day after and excluding a Subsequent Closing Date solely due to the Company’s inability to satisfy the conditions set forth in subsection (c)(2) or (c)(3) of Rule 3-01 under Regulation S-X (which inability is not the result of the Company’s failure to timely file when due any document or report with the SEC, including any annual report on Form 10-K or quarterly report on Form 10-Q), then the Company shall be permitted to file such Later Issuance Registration Statement as promptly as practicable after the Company is able to comply with the requirements of Rule 3-01 of Regulation S-X (but in no event later than seventy-five (75) days after the end of the fiscal year of the Company ended most recently before such Subsequent Closing Date).”

      1.2 The parties agree to delete the introductory language in Section 5(h) of the Original Agreement and replace them with the following:

“In addition to any other remedies available to Fletcher under this Agreement or at law or equity, if any Registration Statement has not been declared effective by the Required Registration Date or such Registration Statement is not available with respect to all Covered Securities (regardless of whether the Registrable Number is then registered) at any time on or after the Required Registration Date (except during a Blackout Period permitted under Section 5(f)) the Company shall cause to be wire transferred to an account specified by Fletcher on the last Business Day of each month an amount, in immediately available United States funds, equal to:”

      2. Original Agreement Continues. Other than as amended by this Amendment, the Original Agreement shall continue in full force and effect.

      3. Miscellaneous. This Amendment shall be governed by, and construed in accordance with, the internal laws of the State of New York. The parties may execute and deliver this Amendment as a single document or in any number of counterparts, manually, by facsimile or by other electronic means, including contemporaneous xerographic or electronic reproduction by each party’s respective attorneys. Each counterpart shall be an original, but a single document or all counterparts together shall constitute one instrument that shall be the agreement.

      IN WITNESS WHEREOF, the parties hereto have executed this Amendment effective as of the day and year first written above.

INPUT/OUTPUT, INC.
By:	/s/ J. MICHAEL KIRKSEY
Name:	J. Michael Kirksey
Title:	EVP & CFO

FLETCHER INTERNATIONAL, LTD.,
By:	/s/ PETER ZAYFERT
Name:	Peter Zayfert
Title:	Authorized Signatory

By:	/s/ PATRICK HUVANE
Name:	Patrick Huvane
Title:	Authorized Signatory