Data I/O Announces Rights Agreement Amendment
REDMOND, Wash. – July 14, 2016 – Data I/O Corporation (NASDAQ: DAIO), the leading provider of manual and automated device programming solutions, today announced that it has entered into a Standstill and Voting Agreement (the “Agreement”) with a Registered Investment Advisory firm (the “RIA”) pursuant to which the Company has amended its Rights Agreement dated April 4, 1998 (“Rights Agreement”). The Agreement is made in response to the RIA potentially representing ownership in excess of 15% of the Company’s common stock.
In connection with the establishment of the RIA by David Kanen, the RIA’s expected management and holding of Data I/O common stock through client accounts would cause the RIA to be considered a beneficial owner of Data I/O common stock under Securities and Exchange Commission (“SEC”) regulations. Under the Company’s Rights Agreement, any beneficial ownership of greater than 15% of the Company’s common stock would ordinarily trigger certain aspects of the Rights Agreement.
The Agreement is a proactive measure to prevent the Rights Agreement from being triggered in connection with Mr. Kanen’s and/or the RIA’s ownership of the Company’s common stock. The Agreement also provides for certain voting limitations as well as other restrictions applicable to the RIA and Mr. Kanen. A more detailed summary of the Agreement will be filed on Form 8-K with the SEC. Mr. Kanen, his RIA, affiliates and clients currently have no representation on the Company’s Board of Directors nor does the Agreement provide for any such appointment rights.
“The 1998 Data I/O Shareholder rights plan is specifically designed to encourage proactive discussions with large shareholders,” said Anthony Ambrose, President and CEO of Data I/O Corporation. “We are pleased that we have been able to reach an agreement that protects the rights of all shareholders, and insures stability and focus of the Board and management team towards continued growth and value creation.”
About Data I/O
Since 1972, Data I/O has developed innovative solutions to enable the design and manufacture of electronic products for automotive, industrial controls/Internet-of-Things (IoT) application, wireless, consumer electronics, and industrial controls markets. Today, our customers manufacture tens of millions of products each year using Data I/O programming solutions to reliably, securely, and cost-effectively deliver their Intellectual Property into programmable devices. Data I/O provides programming solutions for devices in any package, whether programmed in a socket or on a circuit board. Our expertise in programmable integrated circuits, global supply chain processes, and IP management and protection helps bring innovative new products to life. These solutions are backed by a global network of Data I/O support and service providers, assuring success for our customers.
Statements in this news release concerning shareholdings, anticipated filings, as well as any other statement that may be construed as a prediction of future performance or events are forward-looking statements which involve known and unknown risks, uncertainties and other factors which may cause actual results to differ materially from those expressed or implied by such statements. These factors include uncertainties and other risks, including those described in the Company's filings on Forms 10K and 10Q with the Securities and Exchange Commission (SEC), press releases and other communications.
Data I/O Corporation