-----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, VWNmrHoux06D87VGyzXelM4fTSt7ZOytULRSZt9hLbZWfxfyv3I/9Wsa28hSYb1y p6Xgwx+G+xG4aGi6pRWpAg== 0001047469-99-023569.txt : 19990610 0001047469-99-023569.hdr.sgml : 19990610 ACCESSION NUMBER: 0001047469-99-023569 CONFORMED SUBMISSION TYPE: S-8 PUBLIC DOCUMENT COUNT: 4 FILED AS OF DATE: 19990609 EFFECTIVENESS DATE: 19990609 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: SEC FILE NUMBER: 333-80297 FILM NUMBER: 99643136 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 FORM S-8 As filed with the Securities and Exchange Commission on June 9, 1999. 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 of incorporation or organization) Identification Number) 11104 WEST AIRPORT BOULEVARD 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. 1998 RESTRICTED STOCK PLAN (Full Title of Plan) ROBERT P. BRINDLEY INPUT/OUTPUT, INC. 11104 WEST AIRPORT BOULEVARD STAFFORD, TEXAS 77477 (281) 933-3339 (Name, address, including zip code, and telephone number, including area code, of agent for service) WITH COPIES TO: HAYNES AND BOONE, L.L.P. 1000 LOUISIANA, SUITE 4300 HOUSTON, TEXAS 77002 ATTN: MARC H. FOLLADORI (713) 547-2000 ------------------- CALCULATION OF REGISTRATION FEE
- ------------------------------------------------------------------------------------------------------------------ - ------------------------------------------------------------------------------------------------------------------ PROPOSED MAXIMUM PROPOSED MAXIMUM AMOUNT OF TITLE OF AMOUNT TO BE OFFERING PRICE AGGREGATE OFFERING REGISTRATION SECURITIES TO BE REGISTERED REGISTERED(1)(2) PER SHARE(2) PRICE(2) FEE - ------------------------------------------------------------------------------------------------------------------ Common Stock, par value $0.01 per share 100,000 $7.71875 $771,875.00 $215.00 - ------------------------------------------------------------------------------------------------------------------ - ------------------------------------------------------------------------------------------------------------------
(1) Pursuant to Rule 416(a), also registered hereunder is an indeterminate number of shares of Common Stock issuable as a result of the anti-dilution provisions of the Input/Output, Inc. 1998 Restricted Stock Plan (the "Plan"). (2) The 100,000 shares registered hereby represent shares issuable pursuant to the Plan. 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 Company's Common Stock on June 4, 1999, as reported on the New York Stock Exchange composite tape ($7.71875 per share). PART II INFORMATION REQUIRED IN THE REGISTRATION STATEMENT ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE. The contents of the following documents filed by Input/Output, Inc., a Delaware corporation (the "Company"), with the Securities and Exchange Commission (the "Commission") are incorporated into this registration statement (this "Registration Statement") by reference: (a) The Company's Annual Report, dated July 29, 1998, as filed with the Commission on Form 10-K, File No. 1-12691, for the fiscal year ended May 31, 1998; (b) All other reports filed pursuant to Section 13(a) or 15(d) of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), since May 31, 1998; (c) The description of the Company's common stock, par value $0.01 per share (the "Common Stock"), contained in the Company's Registration Statement on Form 8-A filed under Section 12(b) of the Exchange Act, dated October 17, 1994; and (d) The description of the Company's rights to purchase Series A Preferred Stock, par value $0.01 per share, contained in the Company's Registration Statement on Form 8-A filed under Section 12(b) of the Exchange Act, dated January 27, 1997. All documents filed by the Company 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 by reference in this Registration Statement and to be a part hereof from the date of filing such documents. ITEM 4. DESCRIPTION OF SECURITIES. Not applicable. ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL. Not applicable. ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS. Section 145 of the Delaware General Corporation Law permits a corporation to indemnify any person who was or is a party or is threatened to be made a party to any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative, by reason of the fact that he is or was a director, officer, employee or agent of the corporation or is or was serving at the request of the corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise, against expenses (including attorney's fees), judgments, fines and amounts paid in settlement actually and reasonably incurred by the person in connection with such action, suit or proceeding. In an action brought to obtain a judgment in the corporation's favor, whether by the corporation itself or derivatively by a stockholder, the corporation may only indemnify for expenses, including attorney's fees, actually and reasonably incurred in connection with the defense or settlement of such action, and the corporation may not indemnify for amounts paid in satisfaction of a judgment or in settlement of the claim. In any such action, no indemnification may be paid in respect of any claim, issue or matter as to which such person shall have been adjudged liable to the corporation except as otherwise approved by the Delaware Court of Chancery or the court in which the claim was brought. In any other -2- type of proceeding, the indemnification may extend to judgments, fines and amounts paid in settlement, actually and reasonably incurred in connection with such other proceeding, as well as to expenses. The statute does not permit indemnification unless the person seeking indemnification has acted in good faith and in a manner reasonably believed to be in, or not opposed to, the best interests of the corporation and, in the case of criminal actions or proceedings, the person had no reasonable cause to believe his conduct was unlawful. The statute contains additional limitations applicable to criminal actions and to actions brought by or in the name of the corporation. The determination as to whether a person seeking indemnification has met the required standard of conduct is to be made by the corporation only as authorized in the specific case upon a determination that indemnification of such person is proper in the circumstances. The determination as to whether a person who is a director or officer at the time of such determination has met the required standard of conduct is to be made (1) by a majority vote of the disinterested directors, even though less than a quorum, (2) by a committee of such directors designated by a majority vote of such directors, even though less than a quorum, (3) if there are no disinterested directors or if the disinterested directors so direct, by independent legal counsel in a written opinion, or (4) by the stockholders. The Company's Bylaws require the Company to indemnify its directors, officers, employees, and agents to the fullest extent permitted under Delaware law. The Company's Certificate of Incorporation provides that a director of the corporation shall not be held personally liable to the corporation or its shareholders for monetary damages for breach of a director's fiduciary duty of care, except that a director shall continue to be held personally liable for (i) breach of the duty of loyalty, (ii) failure to act in good faith, (iii) engaging in intentional misconduct or knowingly violating a law, (iv) paying a dividend or approving a stock repurchase which was illegal under Delaware law, or (v) obtaining an improper personal benefit. The Company has purchased insurance on behalf of its directors and officers against certain liabilities that may be asserted against, or incurred by, such persons in their capacities as directors or officers of the registrant, or that may arise out of their status as directors or officers of the registrant, including liabilities under the federal and state securities laws. ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED. Not applicable. ITEM 8. EXHIBITS.
Exhibit Description ------- ----------- 4.1 Amended and Restated Certificate of Incorporation, filed as Exhibit 3.1 to the Company's Annual Report on Form 10-K for the fiscal year ended May 31, 1995, is incorporated herein by reference. 4.2 Certificate of Amendment to the Amended and Restated Certificate of Incorporation, dated October 11, 1996, filed as Exhibit 3.2 to the Company's Annual Report on Form 10-K for the fiscal year ended May 31, 1997, is incorporated herein by reference. 4.3 Amended and Restated Bylaws, filed as Exhibit 3.2 to the Company's Annual Report on Form 10-K for the fiscal year ended May 31, 1995 and incorporated herein by reference. 4.4 Specimen certificate for shares of the Company's common stock, par value $0.01 per share, filed as Exhibit F to the Company's Registration Statement on Form 8-A dated October 17, 1994, is incorporated herein by reference. -3- Exhibit Description ------- ----------- 4.5 Rights Agreement, dated as of January 17, 1997, by and between the Company and Harris Trust and Savings Bank, as Rights Agent, including exhibits thereto, filed as Exhibit 1 to the Company's Registration Statement on Form 8-A dated January 27, 1997, is incorporated herein by reference. 4.6 Form of rights certificate to purchase Series A Preferred Stock, par value $0.01 per share, filed as Exhibit 3 to the Company's Registration Statement on Form 8-A dated January 27, 1997, is incorporated herein by reference. 4.7 The Company's 1998 Restricted Stock Plan. 5.1 Opinion of Haynes and Boone, L.L.P. 23.1 Consent of KPMG LLP. 23.2 Consent of Haynes and Boone, L.L.P. (included in Exhibit 5.1 opinion). 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; (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 thereof) which, individually or in the aggregate, represent a fundamental change in the information set forth 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 (a)(1)(i) and (a)(1)(ii) 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 Section 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 of 1933, 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. -4- (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 of 1933, 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 the registration statement 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. C. UNDERTAKING WITH RESPECT TO INDEMNIFICATION Insofar as indemnification for liabilities arising under the Securities Act of 1933 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 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 Act and will be governed by the final adjudication of such issue. -5- SIGNATURES Pursuant to the requirements of the Securities Act of 1933, the Registrant certifies that it has reasonable grounds to believe that it meets all 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 December 11, 1998. INPUT/OUTPUT, INC. By: /s/ RONALD A. HARRIS ---------------------------------------- Ronald A. Harris Vice President and Controller (Principal Financial Officer) POWER OF ATTORNEY Each of the undersigned hereby appoints Chris E. Wolfe and Ronald A. Harris and each of them (with full power to act alone), as attorney and agents for the undersigned, with full power of substitution, for and in the name, place and stead of the undersigned, to sign and file with the Securities and Exchange Commission under the Securities Act of 1933 any and all amendments and exhibits to this Registration Statement and any and all applications, instruments and other documents to be filed with the Securities and Exchange Commission pertaining to the registration of the securities covered hereby, with full power and authority to do and perform any and all acts and things whatsoever requisite or desirable. Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities indicated on December 11, 1998.
SIGNATURE TITLE --------- ----- /s/ W.J. ("ZEKE") ZERINGUE Director, Chairman of the Board of Directors and - ------------------------------ Chief Executive Officer (Principal Executive W. J. ("Zeke") Zeringue Officer) /s/ AXEL M. SIGMAR Director, President and Chief Operating Officer - ------------------------------ Axel M. Sigmar /s/ ROBERT P. BRINDLEY Director and Executive Vice President - Worldwide - ------------------------------ Marketing and Sales Robert P. Brindley /s/ RONALD A. HARRIS Vice President and Controller - ------------------------------ (Principal Financial and Accounting Officer) Ronald A. Harris /s/ ERNEST E. COOK Director - ------------------------------ Ernest E. Cook /s/ THEODORE H. ELLIOTT, JR. Director - ------------------------------ Theodore H. Elliott, Jr. /s/ G. THOMAS GRAVES III Director - ------------------------------ G. Thomas Graves III /s/ WILLIAM F. WALLACE Director - ------------------------------ William F. Wallace /s/ JAMES M. LAPEYRE, JR. Director - ------------------------------ James M. Lapeyre, Jr.
-6- INDEX TO EXHIBITS
Exhibit Description - ------- ----------- 4.1 Amended and Restated Certificate of Incorporation, filed as Exhibit 3.1 to the Company's Annual Report on Form 10-K for the fiscal year ended May 31, 1995 and incorporated herein by reference. 4.2 Certificate of Amendment to the Amended and Restated Certificate of Incorporation, dated October 11, 1996, filed as Exhibit 3.2 to the Company's Annual Report on Form 10-K for the fiscal year ended May 31, 1997 and incorporated herein by reference. 4.3 Amended and Restated Bylaws, filed as Exhibit 3.2 to the Company's Annual Report on Form 10-K for the fiscal year ended May 31, 1995 and incorporated herein by reference. 4.4 Specimen certificate for shares of the Company's common stock, par value $0.01 per share, filed as Exhibit F to the Company's Registration Statement on Form 8-A dated October 17, 1994, is incorporated herein by reference. 4.5 Rights Agreement, dated as of January 17, 1997, by and between the Company and Harris Trust and Savings Bank, as Rights Agent, including exhibits thereto, filed as Exhibit 1 to the Company's Registration Statement on Form 8-A dated January 27, 1997, is incorporated herein by reference. 4.6 Form of rights certificate to purchase Series A Preferred Stock, par value $0.01 per share, filed as Exhibit 3 to the Company's Registration Statement on Form 8-A dated January 27, 1997, is incorporated herein by reference. 4.7 The Company's 1998 Restricted Stock Plan. 5.1 Opinion of Haynes and Boone, L.L.P. 23.1 Consent of KPMG LLP. 23.2 Consent of Haynes and Boone, L.L.P. (included in Exhibit 5.1 opinion). 24.1 Power of Attorney (included on the signature page hereto).
-7- EX-4.7 2 EX. 4.7 EXHIBIT 4.7 INPUT/OUTPUT, INC. 1998 RESTRICTED STOCK PLAN The Input/Output, Inc. 1998 Restricted Stock Plan (hereinafter called the "Plan") was adopted by the Board of Directors of Input/Output, Inc., a Delaware corporation (hereinafter called the "Sponsoring Company"), effective as of June 1, 1998. ARTICLE 1 PURPOSE The purpose of the Plan is to attract and retain the services of key management employees of the Company and its Subsidiaries and to provide such persons with a proprietary interest in the Company through the granting of restricted stock that will (a) increase the interest of such persons in the Company's welfare; (b) furnish an incentive to such persons to continue their services for the Company; (c) provide a means through which the Company may attract able persons as employees; and (d) in instances where authorized by the Committee, provide certain key employees additional incentives to make substantial contributions to the Company's growth measured by the attainment of performance goals. ARTICLE 2 DEFINITIONS For the purpose of the Plan, unless the context requires otherwise, the following terms shall have the meanings indicated: 2.1 "Award" means a grant of Restricted Stock. 2.2 "Award Agreement" means a written agreement between a Participant and the Company which sets out the terms of the grant of an Award. 2.3 "Board" means the board of directors of the Company. 2.4 "Change of Control" means the occurrence of any of the following events: (i) there shall be consummated any merger or consolidation pursuant to which shares of the Company's Common Stock would be converted into cash, securities or other property, or any sale, lease, exchange or other disposition (excluding disposition by way of mortgage, pledge or hypothecation), in one transaction or a series of related transactions, of all or substantially all the assets of the Company (a "Business Combination"), in each case unless, following such Business Combination, the holders of the outstanding Common Stock of the Company immediately prior to such Business Combination beneficially own, directly or indirectly, more than 51% of the outstanding common stock or equivalent equity interests of the corporation or entity resulting from such Business Combination (including, without limitation, a corporation which as a result of such transaction owns the Company or all or substantially all of the Company's assets either directly or through one or more subsidiaries) in substantially the same proportions as their ownership, immediately prior to such Business Combination, of the outstanding common stock, (ii) the stockholders of the Company approve any plan or proposal for the complete liquidation or dissolution of the Company, (iii) any "person" (as such term is defined in Section 3(a)(9) or Section 13(d)(3) under the Securities Exchange Act of 1934 (the "1934 Act") or any "group" (as such term is used in Rule 13d-5 promulgated under the 1934 Act) other than an Employer or a successor of an Employer, or any employee benefit plan of an Employer (including such plan's trustee), becomes a beneficial owner for purposes of Rule 13d-3 promulgated under the 1934 Act, directly or indirectly, of securities of the Company representing 40% or more of the Company's then outstanding common securities having the right to vote in the election of directors, or (iv) during any period of two consecutive years, individuals who, at the beginning of such period constituted the entire Board, cease for any reason (other than death) to constitute a majority of the directors, unless the elections, or the nomination for election by the Company's stockholders, of each new director was approved by a vote of at least a majority of the directors then still in office who were directors at the beginning of the period. For purposes of this definition, the term "Company" shall include any successor or assignee of such corporation, which successor or assignee assumes such status other than pursuant to an event or occurrence constituting a "Change of Control." Ex. 4.7 Page -1- 2.5 "Code" means the Internal Revenue Code of 1986, as amended. 2.6 "Committee" means the committee appointed or designated by the Board to administer the Plan in accordance with ARTICLE 3 of this Plan. 2.7 "Common Stock" means the common stock, par value $0.01 per share, which the Company is currently authorized to issue or may in the future be authorized to issue. 2.8 "Date of Grant" means the effective date on which an Award is made to a Participant as set forth in the applicable Award Agreement; provided, however, that solely for purposes of Section 16 of the 1934 Act and the rules and regulations promulgated thereunder, the Date of Grant of an Award shall be the date of stockholder approval of the Plan if such date is later than the effective date of such Award as set forth in the Award Agreement. 2.9 "Employee" means common law employee (as defined in accordance with the Regulations and Revenue Rulings then applicable under Section 3401(c) of the Code) of the Company or any Subsidiary of the Company. 2.10 "Employer" shall mean the Company or any affiliated company or Subsidiary of the Company that adopts the Plan. 2.11 "Fair Market Value" of a share of Common Stock is the closing sales price per share on the New York Stock Exchange Consolidated Tape, or such reporting service as the Committee may select, on the appropriate date, or in the absence of reported sales on such day, the most recent previous day for which sales were reported. 2.12 "Participant" shall mean an Employee of the Company or a Subsidiary to whom an Award is granted under this Plan. 2.13 "Plan" means this Input/Output, Inc. 1998 Restricted Stock Plan, as amended from time to time. 2.14 "Reporting Participant" means a Participant who is subject to the reporting requirements of Section 16 of the 1934 Act. 2.15 "Restricted Stock" means shares of Common Stock issued or transferred to a Participant pursuant to this Plan which are subject to restrictions or limitations set forth in this Plan and in a related Award Agreement. 2.16 "Restriction Period" shall have the meaning set forth in SECTION 6.5(a) hereof. 2.17 "Retirement" means any Termination of Service solely due to retirement after attaining age 65, or permitted early retirement as determined by the Committee. 2.18 "Subsidiary" means (i) any corporation in an unbroken chain of corporations beginning with the Company, if each of the corporations other than the last corporation in the unbroken chain owns stock possessing a majority of the total combined voting power of all classes of stock in one of the other corporations in the chain, (ii) any limited partnership, if the Company or any corporation described in item (i) above owns a majority of the general partner interests and a majority of the limited partners' interests entitled to vote on the removal and replacement of the general partner, and (iii) any general partnership or limited liability company, if the partners or members thereof are composed only of the Company, any corporation listed in item (i) above or any limited partnership listed in item (ii) above. "Subsidiaries" means more than one of any such corporations, limited partnerships, general partnerships or limited liability companies. 2.19 "Termination of Service" occurs when a Participant who is an Employee of the Company or any Subsidiary shall cease to serve as an Employee of the Company and its Subsidiaries, for any reason. 2.20 "Total and Permanent Disability" means the Participant's total and permanent disability, as that term is described in Section 22(e) of the Code. Ex. 4.7 Page -2- ARTICLE 3 ADMINISTRATION The Plan shall be administered by the Compensation Committee of the Board or another committee appointed by the Board (the "Committee"). The Committee shall consist of not fewer than two persons. Any member of the Committee may be removed at any time, with or without cause, by resolution of the Board. Any vacancy occurring in the membership of the Committee may be filled by appointment by the Board. The Committee shall select one of its members to act as its Chairman. A majority of the Committee shall constitute a quorum, and the act of a majority of the members of the Committee present at a meeting at which a quorum is present shall be the act of the Committee. The Committee shall determine and designate from time to time the eligible persons to whom Awards will be granted and shall set forth in each related Award Agreement, the Date of Grant and such other terms, provisions, limitations, and performance requirements, as are approved by the Committee, but not inconsistent with the Plan. The Committee, in its discretion, shall (i) interpret the Plan, (ii) prescribe, amend, and rescind any rules and regulations necessary or appropriate for the administration of the Plan, and (iii) make such other determinations and take such other action as it deems necessary or advisable in the administration of the Plan. Any interpretation, determination, or other action made or taken by the Committee shall be final, binding, and conclusive on all interested parties. With respect to restrictions in the Plan that are based on the requirements of Rule 16b-3 promulgated under the 1934 Act, Section 162(m) of the Code, the rules of any securities exchange or inter-dealer quotation system upon which the Company's securities are listed or quoted, or any other applicable law, rule or restriction (collectively, "applicable law"), to the extent that any such restrictions are no longer required by applicable law, the Committee shall have the sole discretion and authority to grant Awards that are not subject to such mandated restrictions and/or to waive any such mandated restrictions with respect to outstanding Awards. ARTICLE 4 ELIGIBILITY Employees who are eligible to participate in the Plan (including an Employee who is also a director or an officer) are those Employees whom the Committee determines are key Employees. The Committee, upon its own action, may grant, but shall not be required to grant, an Award to any Employee or potential Employee of the Company or any Subsidiary. Awards may be granted by the Committee at any time and from time to time to new Participants, or to existing Participants, or to a greater or lesser number of Participants, and may include or exclude previous Participants, as the Committee shall determine. Except as required by this Plan, all Awards shall not be required to contain the same or similar provisions. The Committee's determinations under the Plan (including without limitation determinations of which Employees or potential Employees, if any, are to receive Awards, the form, amount and timing of such Awards, the terms and provisions of such Awards and the agreements evidencing same) need not be uniform and may be made by it selectively among Employees who receive, or are eligible to receive, Awards under the Plan. ARTICLE 5 SHARES SUBJECT TO PLAN Subject to adjustment as provided in ARTICLES 9 AND 10, the maximum number of shares of Common Stock that may be delivered pursuant to Awards granted under the Plan is (a) One Hundred Thousand (100,000) shares; plus (b) shares of Common Stock previously subject to Awards which are forfeited, terminated, settled in cash in lieu of Common Stock, or exchanged for Awards that do not involve Common Stock. Shares to be issued may be made available from authorized but unissued Common Stock, Common Stock held by the Company in its treasury, or Common Stock purchased by the Company on the open market or otherwise. During the term of this Plan, the Company will at all times reserve and keep available the number of shares of Common Stock that shall be sufficient to satisfy the requirements of this Plan. ARTICLE 6 GRANT OF AWARDS 6.1 In General. The grant of an Award shall be authorized by the Committee and shall be evidenced by an Award Agreement setting forth the Award being granted, the total number of shares of Common Stock subject to the Award, the Date of Grant, Ex. 4.7 Page -3- and such other terms, provisions, limitations, and performance objectives, as are approved by the Committee, but not inconsistent with the Plan. The Company shall execute an Award Agreement with a Participant after the Committee approves the issuance of an Award. Any Award granted pursuant to this Plan must be granted within ten (10) years of the date of adoption of this Plan. The Plan shall be submitted to the Company's stockholders for approval; however, the Committee may grant Awards under the Plan prior to the time of stockholder approval. Any such Award granted prior to such stockholder approval shall be made subject to such stockholder approval. The grant of an Award to a Participant shall not be deemed either to entitle the Participant to, or to disqualify the Participant from, receipt of any other Award under the Plan. If the Committee establishes a purchase price for an Award, the Participant must accept such Award within a period of 30 days (or such shorter period as the Committee may specify) after the Date of Grant by executing the applicable Award Agreement and paying such purchase price. 6.2 MAXIMUM INDIVIDUAL GRANTS. No Participant may receive, during any fiscal year of the Company, Awards covering an aggregate of more than Fifty Thousand (50,000) shares of Common Stock. 6.3 AWARD AGREEMENT. The Committee shall set forth in the related Award Agreement: (i) the number of shares of Common Stock awarded, (ii) the price, if any, to be paid by the Participant for such Restricted Stock, (iii) the time or times within which such Award may be subject to forfeiture, (iv) specified performance goals (if applicable) of the Company, a Subsidiary, any division thereof or any group of Employees of the Company, or any other criteria, which the Committee determines must be met in order to remove any restrictions (including vesting) on such Award, and (v) all other terms, limitations, restrictions, and conditions of the Restricted Stock, which shall be consistent with this Plan. The provisions of Restricted Stock need not be the same with respect to each Participant. 6.4 CUSTODY OF SHARES; LEGEND ON SHARES. Each Participant who is awarded Restricted Stock shall be issued a stock certificate or certificates in respect of such shares of Common Stock. Such certificate(s) shall be registered in the name of the Participant, and shall bear an appropriate legend referring to the terms, conditions, and restrictions applicable to such Restricted Stock, substantially as provided in SECTION 13.8 of the Plan. The Committee may require that the stock certificates evidencing shares of Restricted Stock be held in custody by the Company until the restrictions thereon shall have lapsed, and that the Participant deliver to the Committee a stock power or stock powers, endorsed in blank, relating to the shares of Restricted Stock. 6.5 RESTRICTIONS AND CONDITIONS. Shares of Restricted Stock shall be subject to the following restrictions and conditions: (a) NO DISPOSITION DURING RESTRICTION PERIOD. Subject to the other provisions of this Plan and the terms of the particular Award Agreements, during such period as may be determined by the Committee commencing on the Date of Grant (the "Restriction Period"), the Participant shall not be permitted to sell, transfer, pledge, assign, or otherwise dispose of shares of Restricted Stock. The Restriction Period for shares of Restricted Stock shall commence on the Date of Grant of such shares and, subject to ARTICLE 10 of the Plan, shall expire upon satisfaction of the conditions set forth in the Award Agreement; such conditions may provide for vesting based on (i) length of continuous service, (ii) achievement of specific business objectives, (iii) increases in specified indices, (iv) attainment of specified growth rates, or (v) other comparable measurements of Company performance (or that of any Subsidiary or division thereof), as may be determined by the Committee in its sole discretion. If the Committee imposes conditions upon vesting, then subsequent to the Date of Grant, the Committee may, in its sole discretion, accelerate the date on which all or any portion of the Award may be vested. (b) RIGHTS DURING RESTRICTION PERIOD. Except as provided in paragraph (a) above, the Participant shall have, with respect to his or her Restricted Stock, all of the rights of a stockholder of the Company, including the right to vote the shares, and the right to receive any dividends thereon. (c) LAPSE OF RESTRICTIONS. Certificates for shares of Common Stock free of restriction under this Plan shall be delivered to the Participant promptly after, and only after, the Restriction Period shall expire as a result of satisfaction of the conditions set forth in the Award Agreement. (d) FORFEITURE. Subject to the provisions of the particular Award Agreement, upon Termination of Service for any reason other than the Participant's death, Total and Permanent Disability, or Retirement during the Restriction Period, the nonvested shares of Restricted Stock shall be forfeited by the Participant. In addition, an Award Agreement may provide for forfeiture of shares of Restricted Stock upon the occurrence of other events, including failure to achieve certain goals or objectives during a specified period of time. In the event a Participant has paid any consideration to the Company for such forfeited Restricted Stock, the Company shall, as soon as practicable after the event causing forfeiture (but in any event within Ex. 4.7 Page -4- five (5) business days), pay to the Participant, in cash, an amount equal to the total consideration paid by the Participant for such forfeited shares. Upon any forfeiture, all rights of a Participant with respect to the forfeited shares of the Restricted Stock shall cease and terminate, without any further obligation on the part of the Company. Certificates for the shares of Common Stock forfeited under the provisions of the Plan and the applicable Award Agreement shall be promptly returned to the Company by the forfeiting Participant. Each Award Agreement shall require that (i) each Participant, by his or her acceptance of Restricted Stock, irrevocably grants to the Company a power of attorney to transfer to the Company any shares so forfeited, and agrees to execute any documents requested by the Company in connection with such forfeiture and transfer, and (ii) such provisions regarding returns and transfers of stock certificates with respect to forfeited shares of Common Stock shall be specifically performable by the Company in a court of equity or law. ARTICLE 7 AMENDMENT OR DISCONTINUANCE Subject to the limitations set forth in this ARTICLE 7, the Board may at any time and from time to time, without the consent of the Participants, alter, amend, revise, suspend, or discontinue the Plan in whole or in part. Any such amendment shall, to the extent deemed necessary or advisable by the Committee, be applicable to any outstanding Awards theretofore granted under the Plan, notwithstanding any contrary provisions contained in any Award Agreement. In the event of any such amendment to the Plan, the holder of any Award outstanding under the Plan shall, upon request of the Committee and as a condition to the vesting thereof, execute a conforming amendment to his applicable Award Agreement in the form prescribed by the Committee. Notwithstanding anything contained in this Plan to the contrary, unless required by law, no action contemplated or permitted by this ARTICLE 7 shall adversely affect any rights of Participants or obligations of the Company to Participants with respect to any Award theretofore granted under the Plan without the consent of the affected Participant. ARTICLE 8 TERM The Plan shall be effective from the date that this Plan is approved by the Board. Unless sooner terminated by action of the Board, the Plan will terminate on June 1, 2008, but Awards granted before that date will continue to be effective in accordance with their terms and conditions. ARTICLE 9 CAPITAL ADJUSTMENTS If at any time while the Plan is in effect, or Awards are outstanding, there shall be any increase or decrease in the number of issued and outstanding shares of Common Stock resulting from (a) the declaration or payment of a stock dividend, (b) any recapitalization resulting in a stock split-up, combination, or exchange of shares of Common Stock, or (c) other increase or decrease in such shares of Common Stock effected without receipt of any consideration by the Company, then and in such event: (i) An appropriate adjustment shall be made in the maximum number of shares of Common Stock then subject to being awarded under the Plan and in the maximum number of shares of Common Stock that may be awarded to a Participant to the end that the same proportion of the Company's issued and outstanding shares of Common Stock shall continue to be subject to being so awarded; and (ii) Appropriate adjustments shall be made in the number of outstanding shares of Restricted Stock with respect to which the applicable Restriction Period has not expired prior to any such change. Except as otherwise expressly provided herein, the issuance by the Company of shares of its capital stock of any class, or securities convertible into shares of capital stock of any class, either in connection with direct sale or upon the exercise of rights, options, or warrants to subscribe therefor, or upon conversion of shares or obligations of the Company convertible into such shares or other securities, shall not affect, and no adjustment by reason thereof shall be made with respect to, the number of outstanding shares of Restricted Stock. Ex. 4.7 Page -5- Upon the occurrence of each event requiring an adjustment with respect to any Award, the Company shall mail to each affected Participant its computation of such adjustment which shall be conclusive and shall be binding upon each such Participant. ARTICLE 10 RECAPITALIZATION, MERGER AND CONSOLIDATION; CHANGE IN CONTROL The existence of this Plan and Awards granted hereunder shall not affect in any way the right or power of the Company or its stockholders to make or authorize any or all adjustments, recapitalizations, reorganizations, or other changes in the Company's capital structure and its business, or any merger or consolidation of the Company, or any issue of bonds, debentures, preferred or preference stocks ranking prior to or otherwise affecting the Common Stock or the rights thereof (or any rights, options, or warrants to purchase same), 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. Subject to any required action by the stockholders, if the Company shall be the surviving or resulting corporation in any merger, consolidation or share exchange, any Award granted hereunder shall pertain to and apply to the securities or rights (including cash, property, or assets) to which a holder of the number of shares of Common Stock subject to the Award would have been entitled. In the event of any merger, consolidation or share exchange pursuant to which the Company is not the surviving or resulting corporation, there shall be substituted for each share of Common Stock subject to the unexercised portions of such outstanding Awards, that number of shares of each class of stock or other securities or that amount of cash, property, or assets of the surviving, resulting or consolidated company which were distributed or distributable to the stockholders of the Company in respect to each share of Common Stock held by them. In the event of a Change of Control, then, notwithstanding any other provision in this Plan to the contrary, all Restriction Periods applicable to all outstanding Awards of Restricted Stock shall automatically expire. The determination of the Committee that any of the foregoing conditions has been met shall be binding and conclusive on all parties. ARTICLE 11 LIQUIDATION OR DISSOLUTION In case the Company shall, at any time while any Award under this Plan shall be in force and its Restriction Period remains unexpired, (i) sell all or substantially all of its property, or (ii) dissolve, liquidate, or wind up its affairs, then each Participant shall be thereafter entitled to receive, in lieu of each share of Common Stock of the Company which such Participant would have been entitled to receive under the Award, the same kind and amount of any securities or assets as may be issuable, distributable, or payable upon any such sale, dissolution, liquidation, or winding up with respect to each share of Common Stock of the Company. ARTICLE 12 AWARDS IN SUBSTITUTION FOR AWARDS GRANTED BY OTHER CORPORATIONS Awards may be granted under the Plan from time to time in substitution for similar instruments held by employees of a corporation who become or are about to become key Employees of the Company or any Subsidiary as a result of a merger or consolidation of the employing corporation with the Company or the acquisition by the Company of stock of the employing corporation. The terms and conditions of the substitute Awards so granted may vary from the terms and conditions set forth in this Plan to such extent as the Committee at the time of grant may deem appropriate to conform, in whole or in part, to the provisions of the Awards in substitution for which they are granted. ARTICLE 13 MISCELLANEOUS PROVISIONS 13.1 INVESTMENT INTENT. The Company may require that there be presented to and filed with it by any Participant under the Plan, such evidence as it may deem necessary to establish that the Award granted or the shares of Common Stock to be transferred to the Participants are being acquired for investment and not with a view to their distribution. Ex. 4.7 Page -6- 13.2 NO RIGHT TO CONTINUED EMPLOYMENT. Neither the Plan nor any Award granted under the Plan shall confer upon any Participant any right with respect to continuance of employment by the Company or any Subsidiary. 13.3 INDEMNIFICATION OF BOARD AND COMMITTEE. No member of the Board or the Committee, nor any officer or Employee of the Company acting on behalf of the Board or the Committee, shall be personally liable for any action, determination, or interpretation taken or made in good faith with respect to the Plan, and all members of the Board or the Committee, and each officer or employee of the Company acting on their behalf shall, to the extent permitted by law, be fully indemnified and protected by the Company in respect of any such action, determination, or interpretation. 13.4 EFFECT OF THE PLAN. Neither the adoption of this Plan nor any action of the Board or the Committee shall be deemed to give any person any right to be granted an Award or any other rights except as may be evidenced by an Award Agreement, or any amendment thereto, duly authorized by the Committee and executed on behalf of the Company, and then only to the extent and upon the terms and conditions expressly set forth therein. 13.5 COMPLIANCE WITH OTHER LAWS AND REGULATIONS. Notwithstanding anything contained herein to the contrary, the Company shall not be required to issue shares of Common Stock under any Award if the issuance thereof would constitute a violation by the Participant or the Company of any provisions of any law or regulation of any governmental authority or any national securities exchange or inter-dealer quotation system or other forum in which shares of Common Stock are quoted or traded (including without limitation Section 16 of the 1934 Act and Section 162(m) of the Code); and, as a condition of any sale or issuance of shares of Common Stock under an Award, the Committee may require such agreements or undertakings, if any, as the Committee may deem necessary or advisable to assure compliance with any such law or regulation. The Plan, the grant of Awards hereunder, and the obligation of the Company to deliver shares of Common Stock, shall be subject to all applicable federal and state laws, rules and regulations and to such approvals by any government or regulatory agency as may be required. 13.6 TAX REQUIREMENTS. The Company shall have the right to deduct from all amounts hereunder paid in cash or other form, any Federal, state, or local taxes required by law to be withheld with respect to such payments. The Participant receiving shares of Common Stock issued under the Plan shall be required to pay the Company the amount of any taxes which the Company is required to withhold with respect to such shares of Common Stock. 13.7 USE OF PROCEEDS. Proceeds from any sale of shares of Common Stock pursuant to Awards granted under this Plan shall constitute general funds of the Company. 13.8 LEGEND. Each certificate representing shares of Restricted Stock issued to a Participant shall bear the following legend, or a similar legend deemed by the Company to constitute an appropriate notice of the provisions hereof (any such certificate not having such legend shall be surrendered upon demand by the Company and so endorsed): On the face of the certificate: "Transfer of this stock is restricted in accordance with conditions printed on the reverse of this certificate." On the reverse: "The shares of stock evidenced by this certificate are subject to and transferrable only in accordance with that certain Input/Output, Inc. 1998 Restricted Stock Plan, a copy of which is on file at the principal executive offices of the Company in Stafford, Texas. No transfer or pledge of the shares evidenced hereby may be made except in accordance with and subject to the provisions of said Plan. By acceptance of this certificate, any holder, transferee or pledgee hereof agrees to be bound by all of the provisions of said Plan." The following legend shall be inserted on each certificate evidencing Common Stock issued under the Plan if the shares were not issued in a transaction registered under the applicable federal and state securities laws: "Shares of stock represented by this certificate have been acquired by the holder for investment and not for resale, transfer or distribution, have been issued pursuant to exemptions from the registration requirements of applicable state and federal securities laws, and may not be offered for sale, sold or transferred other than pursuant to effective registration under such laws, or in transactions otherwise in compliance with such laws, and upon evidence satisfactory to the Company of compliance with Ex. 4.7 Page -7- such laws, as to which the Company may rely upon an opinion of counsel satisfactory to the Company." A copy of this Plan shall be kept on file in the principal executive offices of the Company in Stafford, Texas. Ex. 4.7 Page -8- EX-5.1 3 EX. 5.1 EXHIBIT 5.1 HAYNES AND BOONE, L.L.P. 1000 Louisiana Street, Suite 4300 Houston, Texas 77002 (713) 547-2000 June 4, 1999 Input/Output, Inc. 11104 West Airport Blvd. Suite 200 Stafford, Texas 77477 Gentlemen: We have acted as counsel to Input/Output, Inc., a Delaware corporation (the "Company"), in connection with the preparation of the Registration Statement on Form S-8 (the "Registration Statement") filed with the Securities and Exchange Commission under the Securities Act of 1933, as amended, relating to the registration of 100,000 shares of Common Stock, par value $0.01 per share (the "Common Stock"), of the Company that may be issued pursuant to the terms of the Company's 1998 Restricted Stock Plan (the "Plan"). In connection therewith, we have examined (i) the Certificate of Incorporation and the Bylaws of the Company, each as amended; (ii) minutes and records of the corporate proceedings of the Company with respect to the adoption of the Plan; (iii) certificates of certain officers and directors of the Company; (iv) the Plan; and (v) such other documents as we have deemed necessary for the expression of the opinions contained herein. In making the foregoing examination, we have assumed the genuineness of all signatures and the authenticity of all documents submitted to us as originals, and the conformity to original documents of all documents submitted to us as certified or photostatic copies. Furthermore, we have assumed that prices paid for shares of Common Stock will equal or exceed the par value per share of the Common Stock. As to questions of fact material to this opinion, where such facts have not been independently established, and as to the content and form of the Certificate of Incorporation (as amended), Bylaws (as amended), minutes, records, resolutions and other documents or writings of the Company, we have relied, to the extent we deem reasonably appropriate, upon representations or certificates of officers or directors of the Company and upon documents, records and instruments furnished to us by the Company, without independent check or verification of their accuracy. Based upon the foregoing, and having due regard for such legal considerations as we deem relevant, we are of the opinion that the 100,000 shares of Common Stock and the corresponding rights to purchase Series A Preferred Stock, par value $0.01 per share, of the Company covered by the Registration Statement, which may be issued from time to time in accordance with the terms of the Plan, have been duly authorized for issuance by the Company, and, when so issued in accordance with the terms and conditions of the Plan, will be validly issued, fully paid and nonassessable. We hereby consent to the filing of this opinion with the Securities and Exchange Commission as an exhibit to the Registration Statement. Very truly yours, /s/ Haynes and Boone, L.L.P. Haynes and Boone, L.L.P. Ex. 5.1 Page -1- EX-23.1 4 EX. 23.1 EXHIBIT 23.1 INDEPENDENT AUDITORS' CONSENT The Board of Directors Input/Output, Inc. We consent to incorporation by reference in the registration statement on Form S-8 of Input/Output, Inc., of our report dated June 24, 1998, relating to the consolidated balance sheets of Input/Output, Inc. and subsidiaries as of May 31, 1998 and 1997, and the related consolidated statements of operations, stockholders' equity, and cash flows for each of the years in the three-year period ended May 31, 1998, and related financial statement schedule, which report appears in the May 31, 1998 annual report on Form 10-K of Input/Output, Inc. /s/ KPMG LLP KPMG LLP Houston, Texas June 4, 1999 Ex. 23.1 Page -1- -----END PRIVACY-ENHANCED MESSAGE-----