UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
------------------------------------
SCHEDULE 13D (AMENDMENT NO.14)
Under the Securities Exchange Act of 1934
Data I/O Corporation
------------------------------------
(Name of Issuer)
Common Stock, No Par Value
------------------------------------
(Title of Class of Securities)
CUSIP Number: 237690102
Glen F. Ceiley
Bisco Industries, Inc.
1500 N. Lakeview Ave.
Anaheim, CA 92807
(714) 693-2901
------------------------------------
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
May 21, 2003
------------------------------------
(Date of Event which Requires Filing of this Statement)
If the filing person has previously filed a statement on Schedule 13G to report
the acquisition which is subject of this Schedule 13D, and is filing this
statement because of Rule 13d-1(b)(3) or (4), check the following box: ( )
Page 1 of 18 Pages
Exhibit Index on Page 10.
SCHEDULE 13D
CUSIP No. 237690102
1. Name of Reporting Person
Mr. Glen F. Ceiley
2. Check the Appropriate Box if a Member of a group (a) (X)
(b) ( )
3. SEC Use Only
4. Source of Funds
PF
5. Check Box if Disclosure of Legal Proceedings is Required Pursuant to
Items 2(d) or 2(e) ( )
6. Citizenship or Place of Organization
U.S.A.
Number of 7. Sole Voting Power
Shares
Beneficially 3,557 shares of Common Stock
Owned By
Each 8. Shared Voting Power
Reporting
Person 1,443,226 shares of Common Stock (See Item 5)
With
9. Sole Dispositive Power
3,557 shares of Common Stock
10. Shared Dispositive Power
1,443,226 shares of Common Stock (See Item 5)
11. Aggregate Amount Beneficially Owned by Each Reporting Person
1,446,783 shares of Common Stock (See Item 5)
12. Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares ( )
13. Percent of Class Represented by Amount in Row (11)
18.35%
14. Type of Reporting Person
IN
Page 2 of 18 Pages
SCHEDULE 13D
CUSIP No. 237690102
1. Name of Reporting Person
Bisco Industries, Inc.
2. Check the Appropriate Box if a Member of a Group (a) (X)
(b) ( )
3. SEC Use Only
4. Source of Funds
WC
5. Check Box if Disclosure of Legal Proceedings is Required Pursuant to
Items 2(d) or 2(e) ( )
6. Citizenship or Place of Organization
Illinois
Number of 7. Sole Voting Power
Shares
Beneficially 987,701 shares of Common Stock (See Item 5)
Owned By
Each 8. Shared Voting Power
Reporting
Person 0
With
9. Sole Dispositive Power
987,701 shares of Common Stock (See Item 5)
10. Shared Dispositive Power
0
11. Aggregate Amount Beneficially Owned by Each Reporting Person
987,701 shares of Common Stock (See Item 5)
12. Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares ( )
13. Percent of Class Represented by Amount in Row (11)
12.53%
14. Type of Reporting Person
CO
Page 3 of 18 Pages
SCHEDULE 13D
CUSIP No. 237690102
1. Name of Reporting Person
Bisco Industries, Inc. Profit Sharing and Savings Plan
2. Check the Appropriate Box if a Member of a Group (a) (X)
(b) ( )
3. SEC Use Only
4. Source of Funds
00
5. Check Box if Disclosure of Legal Proceedings is Required Pursuant to
Items 2(d) or 2(e) ( )
6. Citizenship or Place of Organization
U.S.A.
Number of 7. Sole Voting Power
Shares
Beneficially 454,025 shares of Common Stock (See Item 5)
Owned By
Each 8. Shared Voting Power
Reporting
Person 0
With
9. Sole Dispositive Power
454,025 shares of Common Stock (See Item 5)
10. Shared Dispositive Power
0
11. Aggregate Amount Beneficially Owned by Each Reporting Person
454,025 shares of Common Stock (See Item 5).
12. Check Box if the Aggregate Amount in Row (11) Excludes
Certain Shares ( )
13. Percent of Class Represented by Amount in Row (11)
5.76%
14. Type of Reporting Person
EP
Page 4 of 18 Pages
SCHEDULE 13D
CUSIP No. 237690102
1. Name of Reporting Person
Mr. Matthew Ceiley.
2. Check the Appropriate Box if a Member of a Group (a) (X)
(b) ( )
3. SEC Use Only
4. Source of Funds
PF
5. Check Box if Disclosure of Legal Proceedings is Required Pursuant to
Items 2(d) or 2(e) ( )
6. Citizenship or Place of Organization
U.S.A.
Number of 7. Sole Voting Power
Shares
Beneficially 700 shares of Common Stock (See Item 5)
Owned By
Each 8. Shared Voting Power
Reporting
Person 0
With
9. Sole Dispositive Power
700 shares of Common Stock (See Item 5)
10. Shared Dispositive Power
0
11. Aggregate Amount Beneficially Owned by Each Reporting Person
700 shares of Common Stock (See Item 5)
12. Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares ( )
13. Percent of Class Represented by Amount in Row (11)
.01%
14. Type of Reporting Person
IN
Page 5 of 18 Pages
SCHEDULE 13D
CUSIP No. 237690102
1. Name of Reporting Person
Mr. Zachary Ceiley.
2. Check the Appropriate Box if a Member of a Group (a) (X)
(b) ( )
3. SEC Use Only
4. Source of Funds
PF
5. Check Box if Disclosure of Legal Proceedings is Required Pursuant to
Items 2(d) or 2(e) ( )
6. Citizenship or Place of Organization
U.S.A
Number of 7. Sole Voting Power
Shares
Beneficially 800 shares of Common Stock (See Item 5)
Owned By
Each 8. Shared Voting Power
Reporting
Person 0
With
9. Sole Dispositive Power
800 shares of Common Stock (See Item 5)
10. Shared Dispositive Power
0
11. Aggregate Amount Beneficially Owned by Each Reporting Person
800 shares of Common Stock (See Item 5)
12. Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares ( )
13. Percent of Class Represented by Amount in Row (11)
.01%
14. Type of Reporting Person
IN
Page 6 of 18 Pages
SCHEDULE 13D
CUSIP No. 237690102
1. Name of Reporting Person
Family Steak Houses of Florida, Inc.
2. Check the Appropriate Box if a Member of a Group (a) (X)
(b) ( )
3. SEC Use Only
4. Source of Funds
WC
5. Check Box if Disclosure of Legal Proceedings is Required Pursuant to
Items 2(d) or 2(e) ( )
6. Citizenship or Place of Organization
Florida
Number of 7. Sole Voting Power
Shares
Beneficially 0 shares of Common Stock (See Item 5)
Owned By
Each 8. Shared Voting Power
Reporting
Person 0
With
9. Sole Dispositive Power
0 shares of Common Stock (See Item 5)
10. Shared Dispositive Power
0
11. Aggregate Amount Beneficially Owned by Each Reporting Person
0 shares of Common Stock (See Item 5)
12. Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares ( )
13. Percent of Class Represented by Amount in Row (11)
0%
14. Type of Reporting Person
CO
Page 7 of 18 Pages
Item 2. Identity and Background
-----------------------
(a) - (c), (f). This Schedule 13D is being filed by Mr. Glen F. Ceiley
("Mr. Ceiley"), Bisco Industries, Inc., an Illinois corporation ("Bisco"), the
Bisco Industries, Inc. Profit Sharing and Savings Plan (the "Plan"), Matthew
Ceiley ("M. Ceiley"), Zachary Ceiley ("Z. Ceiley"), and Family Steak Houses of
Florida, Inc. ("FSH") Mr. Ceiley, Bisco, the Plan, M. Ceiley, Z. Ceiley, and FSH
are hereinafter collectively referred to as the "Reporting Persons."
Mr. Ceiley's principal employment is President of Bisco and his
business address is 1500 N. Lakeview Ave., Anaheim, CA 92807. Mr. Ceiley is a
citizen of the United States of America.
Bisco's principal business is the distribution of fasteners and
electronic components. Bisco is an Illinois corporation. Its principal office is
located at 1500 N. Lakeview Ave., Anaheim, CA 92807. Mr. Ceiley owns 100% of the
voting common stock of Bisco.
The Plan was adopted by the Board of Directors of Bisco for the
exclusive benefit of eligible Bisco employees. The Plan's business address is
1500 N. Lakeview Ave., Anaheim, CA 92807. Mr. Ceiley is the sole trustee of the
Plan.
FSH's principal business is the ownership and operation in the State
of Florida of franchised Ryan's Family Steak House restaurants. FSH is a Florida
corporation. Its principal office is located at 2113 Florida Boulevard, Neptune
Beach, FL 32266.
(d) and (e). During the last five years, none of the Reporting Persons
has (i) been convicted in a criminal proceeding (excluding traffic violations or
similar misdemeanors) or (ii) been a party to a civil proceeding of judicial or
administrative body of competent jurisdiction and as a result of such proceeding
was or is subject to a judgement, decree or final order enjoining future
violations of, or prohibiting or mandating activities subject to, federal or
state securities laws or finding any violation with respect to such laws.
Page 8 of 18 pages
Item 5. Interest in Securities of the Issuer
------------------------------------
Item 5 to Schedule 13D is amended as follows:
(a) As of the close of business on June 17, 2003 the Reporting Persons
owned in the aggregate, 1,446,783 Shares, which represent approximately 18.35%
of the 7,883,188 Shares outstanding as of May 9, 2003 as reported in the
Issuer's Quarterly Report on Form 10-Q for the quarter ended March 31, 2003. In
accordance with the Rule 13d-5 (b) (1) of the General Rules and regulations
under the Securities Exchange Act of 1934, as amended, each of Mr. Glen Ceiley,
individually and as Trustee of the Plan, the Plan, Bisco and M. Ceiley
individually and, Z. Ceiley individually, may be deemed to have acted as a group
and such group may be deemed to have acquired beneficial ownership of Shares
beneficially owned by any of such persons.
As of close of business on June 17, 2003, (i) Mr. Glen Ceiley
beneficially owned an aggregate of 1,445,283 Shares, of which 3,557 shares were
owned by Mr. Ceiley individually, 987,701 Shares were owned by Bisco, of which
Mr. Glen Ceiley is the sole stockholder and President, and 454,025 Shares were
held by Mr. Glen Ceiley as sole Trustee of the Plan, and (ii) M. Ceiley owned
700 Shares, (iii) Z. Ceiley owned 800 Shares and (iv) FSH owned 0 Shares.
(b) Mr. Glen Ceiley has the sole power to vote and dispose of the
shares which he owns individually and the power to vote and to dispose of the
Shares owned by the Plan and Bisco.
(c) Since the Reporting Persons most recent filing on Schedule 13D,
the Reporting Persons purchased and sold Shares in the manner, in the amounts,
on the dates and at the prices set forth on Schedule 1 attached hereto and
incorporated herein by reference.
(d) Not applicable
(e) Not applicable
Page 9 of 18 Pages
Item 7. Material to be Filed as Exhibits
------------------------------------------
Exhibit 1. Joint Filing Agreement dated as of Page Number
September 20, 1999 18
Page 10 of 18 Pages
SCHEDULE 1
The Reporting Persons have engaged in the following transactions in Shares since
December 9, 1999, the last day on which a transaction in the shares by the
reporting persons was reported on the Schedule 13D. All transactions involved
purchases of Shares on the NASDAQ.
Transaction Number of Price
Date Shares Per Share* Purchaser
----------- ----------- ----------- ------------------
12/9/99 (1,000) 2.63 BISCO
12/10/99 (2,000) 2.94 BISCO
1/3/00 3,557 0.00 GLEN CEILEY
8/21/00 1,600 3.91 BISCO
8/25/00 600 3.88 BISCO
9/6/00 400 3.94 BISCO
9/11/00 3,415 3.88 BISCO
9/13/00 3,200 3.88 BISCO
9/14/00 900 3.76 BISCO
12/14/00 1,000 3.06 BISCO
12/14/00 100 2.94 BISCO
2/21/01 1,300 2.59 Bisco profit sharing
2/28/01 1,500 2.59 Bisco profit sharing
3/15/00 1,000 2.09 BISCO
8/9/01 (6,000) 2.73 Family Steak House
8/9/01 (2,000) 2.74 BISCO
8/9/01 (900) 2.72 GLEN CEILEY
11/9/01 500 1.56 BISCO
2/28/02 1300 1.36 BISCO
6/13/02 9,500 1.07 BISCO
7/24/02 5,000 0.88 BISCO
7/25/02 1,386 0.64 BISCO
7/29/02 5,000 0.62 BISCO
8/5/02 4,000 0.52 BISCO
9/11/02 (3,000) 0.87 BISCO
5/22/03 (4,000) 1.96 Bisco profit sharing
5/23/03 (5,000) 1.97 Bisco profit sharing
5/20/03 (1,400) 1.87 BISCO
5/21/03 (10,000) 1.88 BISCO
* Excluding commissions
Page 11 of 18 pages
SIGNATURE
---------
After reasonable inquiry and to the best of its knowledge and belief, the
undersigned certifies that the information set forth in this statement is true,
complete and correct.
Dated: June 19, 2003
/s/ Matthew Ceiley
--------------------------
Name: Matthew Ceiley
Page 12 of 18 pages
SIGNATURE
---------
After reasonable inquiry and to the best of its knowledge and belief, the
undersigned certifies that the information set forth in this statement is true,
complete and correct.
Dated: June 19, 2003
/s/ Glen F. Ceiley
--------------------------
Name: Glen F. Ceiley
Page 13 of 18 pages
SIGNATURE
---------
After reasonable inquiry and to the best of its knowledge and belief, the
undersigned certifies that the information set forth in this statement is true,
complete and correct.
Dated: June 19, 2003
Bisco Industries, Inc.
/s/ Glen F. Ceiley
---------------------------------
Name: Glen F. Ceiley
Title: President
Page 14 of 18 pages
SIGNATURE
---------
After reasonable inquiry and to the best of its knowledge and belief, the
undersigned certifies that the information set forth in this statement is true,
complete and correct.
Dated: June 19, 2003
Bisco Industries, Inc.
Profit Sharing And Savings Plan
/s/ Glen F. Ceiley
-------------------------------
Name: Glen F. Ceiley
Title: Trustee
Page 15 of 18 Pages
SIGNATURE
---------
After reasonable inquiry and to the best of its knowledge and belief, the
undersigned certifies that the information set forth in this statement is true,
complete and correct.
Dated: June 19, 2003
/s/ Zachary Ceiley
--------------------------
Name: Zachary Ceiley
Page 16 of 18 pages
SIGNATURE
---------
After reasonable inquiry and to the best of its knowledge and belief, the
undersigned certifies that the information set forth in this statement is true,
complete and correct.
Dated: June 19, 2003
Family Steak Houses of Florida, Inc.
/s/ Glen F. Ceiley
---------------------------------
Name: Glen F. Ceiley
Title: Chairman
Page 17 of 18 pages
EXHIBIT 1
JOINT FILING AGREEMENT
----------------------
In accordance with rule 13d-(f) promulgated under the Securities Exchange Act of
1934, as amended, the undersigned hereby agree to the joint filing with all
other Reporting Persons (as such term is defined in the Schedule 13D referred to
below) on behalf of each of them of a statement on Schedule 13D (including
amendments thereto) with respect to the common stock. no par value (the "Common
Stock"), of Data I/O Corporation, a Washington corporation, and that this
Agreement be included as an Exhibit to such joint filing. This Agreement may be
executed in any number of counterparts, all of which taken together shall
constitute one and the same instrument.
IN WITNESS WHEREOF, the undersigned hereby execute this Agreement as of
September 20, 1999.
/s/ GLEN F. CEILEY
----------------------
Glen F. Ceiley
Bisco Industries, Inc.
/s/ GLEN F. CEILEY
----------------------
Name: Glen F. Ceiley
Title: President
Bisco Industries, Inc.
Profit Sharing and Savings Plan
/s/ GLEN F. CEILEY
----------------------
Name: Glen F. Ceiley
Title: Trustee
/s/ MATTHEW CEILEY
----------------------
Matthew Ceiley
/s/ ZACHARY CEILEY
----------------------
Zachary Ceiley
Family Steak Houses of Florida, Inc.
/s/ GLEN F. CEILEY
-----------------------
Name: Glen F. Ceiley
Title: Chairman
Page 18 of 18 Pages