UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13D/A
Under the Securities Exchange Act of 1934 (Amendment No. 2)*
DATA I/O CORP
---------------------
(Name of Issuer)
Common Stock
------------
(Title of Class of Securities)
237690102
---------
(CUSIP Number)
Leviticus Partners, L.P.
Adam M. Hutt
30 Park Ave. Suite 12F
New York, NY 10016
(212) 679-2642
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
December 3, 2004
------------
(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 that is the subject of this Schedule 13D,
and is filing this schedule because of Rule 13d-l(e), (f) or (g),
check the following box. |_|
*The remainder of this cover page shall be filled out for a reporting
person's initial filing on this form with respect to the subject class
of securities, and for any subsequent amendment containing information
which would alter the disclosures provided in a prior cover page.
The information required on the remainder of this cover page shall not
be deemed to be "filed" for the purpose of Section 18 of the Securities
Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of
that section of the Act but shall be subject to all other provisions of
the Act.
CUSIP No. 237690102
1 NAMES OF REPORTING PERSONS
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS
Leviticus Partners, L.P.
_______________________________________________________________________
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 IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEMS 2(d) or 2(e) |_|
_______________________________________________________________________
6 CITIZENSHIP OR PLACE OF ORGANIZATION:
Delaware
_______________________________________________________________________
7 SOLE VOTING POWER:
600,000
________________________________________________
NUMBER OF 8 SHARED VOTING POWER:
SHARES
BENEFICIALLY 0
OWNED BY ________________________________________________
EACH 9 SOLE DISPOSITIVE POWER:
REPORTING
PERSON WITH 600,000
________________________________________________
10 SHARED DISPOSITIVE POWER:
0
_______________________________________________________________________
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING Person
600,000
______________________________________________________________________
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES: |_|
_______________________________________________________________________
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11):
7.4%
_______________________________________________________________________
14 TYPE OF REPORTING PERSON:
PN
_______________________________________________________________________
CUSIP No. 237690102
_______________________________________________________________________
1 NAMES OF REPORTING PERSONS
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS
AMH Equity, LLC
_______________________________________________________________________
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP:
(a) |X|
(b) |_|
_______________________________________________________________________
3 SEC USE ONLY
_______________________________________________________________________
4 SOURCE OF FUNDS:
AF
_______________________________________________________________________
5 CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEMS 2(d) or 2(e) |_|
_______________________________________________________________________
6 CITIZENSHIP OR PLACE OF ORGANIZATION:
New York
_______________________________________________________________________
7 SOLE VOTING POWER:
0
________________________________________________
NUMBER OF 8 SHARED VOTING POWER:
SHARES
BENEFICIALLY 0
OWNED BY ________________________________________________
EACH 9 SOLE DISPOSITIVE POWER:
REPORTING
PERSON WITH 0
________________________________________________
10 SHARED DISPOSITIVE POWER:
0
_______________________________________________________________________
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON:
0
_______________________________________________________________________
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:
00
_______________________________________________________________________
CUSIP No. 237690102
______________________________________________________________________
1 NAMES OF REPORTING PERSONS
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS
Adam M. Hutt
_______________________________________________________
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 IF DISCLOSURE OF LEGAL PROCEEDINGS
IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)
|_|
_______________________________________________________________________
6 CITIZENSHIP OR PLACE OF ORGANIZATION:
United States
_______________________________________________________________________
7 SOLE VOTING POWER:
0
________________________________________________
NUMBER OF 8 SHARED VOTING POWER:
SHARES
BENEFICIALLY 0
OWNED BY ________________________________________________
EACH 9 SOLE DISPOSITIVE POWER:
REPORTING
PERSON WITH 0
________________________________________________
10 SHARED DISPOSITIVE POWER:
0
_______________________________________________________________________
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON:
0
_______________________________________________________________________
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:
HC, IN
_______________________________________________________________________
CUSIP No. 237690102
_______________________________________________________________________
1 NAMES OF REPORTING PERSONS
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS
Parameter Partners, LLC
_______________________________________________________________________
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 IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEMS 2(d) or 2(e) |_|
_______________________________________________________________________
6 CITIZENSHIP OR PLACE OF ORGANIZATION:
New York
_______________________________________________________________________
7 SOLE VOTING POWER:
39,445
________________________________________________
NUMBER OF 8 SHARED VOTING POWER:
SHARES
BENEFICIALLY 0
OWNED BY ________________________________________________
EACH 9 SOLE DISPOSITIVE POWER:
REPORTING
PERSON WITH 39,445
________________________________________________
10 SHARED DISPOSITIVE POWER:
0
_______________________________________________________________________
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON:
39,445
_______________________________________________________________________
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES: |_|
_______________________________________________________________________
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11):
0.5%
_______________________________________________________________________
14 TYPE OF REPORTING PERSON:
PN
_______________________________________________________________________
ITEM 1. SECURITY AND ISSUER.
This schedule 13D/A relates to the common stock, $.001 par value per share
(the "Shares"), of DATA I/O CORP (the "Issuer"). The principal executive
offices of the Issuer are located at 10525 WILLOWS RD NE
REDMOND WA 98073-9746.
ITEM 2. IDENTITY AND BACKGROUND.
(a) This Schedule 13D/A is jointly filed by Leviticus Partners, L.P., a
Delaware limited partnership ("Leviticus"), AMH Equity, LLC ("AMH"), a
New York limited liability company, Adam Hutt, a natural person and
Parameter Partners, LLC ("Parameter"), a Delaware limited liability company,
(each a "Reporting Person" and, collectively, the "Reporting Persons").
AMH is the general partner of both Leviticus and Parameter. Adam Hutt is
the controlling person of AMH.
Information contained herein with respect to each Reporting Person
is given solely by such Reporting Person, and no other Reporting Person
has responsibility for the accuracy or completeness of information
supplied by such other Reporting Person.
(b) The business address for all Reporting Persons is 30 Park Avenue,
Suite 12F, New York, New York 10016.
(c) Each Reporting Person's principal business is investing in
securities in order to achieve certain investment objectives.
(d) During the last five years, none of the Reporting Persons has
been convicted in a criminal proceeding (excluding traffic violations
or similar misdemeanors).
(e) During the last five years, none of the Reporting Persons has
been a party to a civil proceeding of a judicial or administrative body
of competent jurisdiction and as a result of such proceeding was or is
subject to a judgment, 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.
(f) Adam Hutt is a citizen of the United States.
ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION.
Leviticus used approximately $1,638,000 of its working capital to purchase
the Shares and Parameter used approximately $105,500 of its working
capital to purchase the Shares.
ITEM 4. PURPOSE OF TRANSACTION.
The Reporting Persons purchased the Shares for investment purposes. The
Reporting Persons presently consider the Shares an attractive investment
and intend to review their investment on an ongoing basis. Such continuing
review may result in the Reporting Persons acquiring additional shares of
the Issuer in the open-market or in privately negotiated transactions,
maintaining their holdings at current levels or selling all or a portion
of their holdings in the open-market or in privately negotiated
transactions. Any such actions the Reporting Persons undertake will be
dependent upon, among other things, the availability of shares
of the Issuer for purchase and the price levels of such shares; general
market and economic conditions; on-going evaluation of the Issuer's
business, financial condition, operations and prospects; the relative
attractiveness of alternative business and investment opportunities;
the availability of funds for the purchase of additional shares of the
Issuer; the actions of the management and Board of Directors of the
Issuer; and other future developments. Although the foregoing reflects
activities presently contemplated by the Reporting Persons with respect
to the Issuer, the foregoing is subject to change at any time.
ITEM 5. INTEREST IN THE SECURITIES OF THE ISSUER.
(a) As of the close of business on December 9, 2004 the Reporting Persons
owned in the aggregate, 639,445 Shares, which represent approximately
7.9% of the 8,056,049 shares outstanding as of November 1, 2004, as
reported on the latest Form 10-Q of the issuer for the quarter ended
September 30, 2004.
For purposes of Rule 13d-3 under the Securities Exchange Act of 1934,
as amended, Leviticus may be deemed to be the beneficial owner of the
aggregate amount of 600,000 Shares representing approximately 7.4% of
the outstanding Shares of the Issuer (based upon 8,056,049 shares
outstanding as of November 1, 2004, as reported on the latest Form 10-Q
of the issuer for the quarter ended September 30, 2004).
For purposes of Rule 13d-3 under the Securities Exchange Act of 1934,
as amended, Parameter may be deemed to be the beneficial owner of the
aggregate amount of 39,445 Shares representing approximately 0.5% of
the outstanding Shares of the Issuer (based upon 8,056,049 shares
outstanding as of November 1, 2004, as reported on the latest Form 10-Q
of the issuer for the quarter ended September 30, 2004).
AMH is the general partner of both Leviticus and Parameter and for
purposes of Rule 13d-3 under the Securities Exchange Act of 1934, as
amended, AMH may be deemed to be the beneficial owner of the aggregate
amount of 639,445 Shares representing approximately 7.9% of the
outstanding Shares of the Issuer (based upon 8,056,049 shares
outstanding as of November 1, 2004, as reported on the latest Form 10-Q
of the issuer for the quarter ended September 30, 2004). AMH disclaims
any beneficial ownership of the Shares covered by this Statement.
Adam Hutt is the control person of AMH and for purposes of Rule
13d-3 under the Securities Exchange Act of 1934, as amended, Adam Hutt
may be deemed to be the beneficial owner of the aggregate amount of
639,445 Shares representing approximately 7.9% of the outstanding
Shares of the Issuer (based upon 8,056,049 shares outstanding as of
November 1, 2004, as reported on the latest Form 10-Q of the issuer for
the quarter ended September 30, 2004). Adam Hutt disclaims any beneficial
ownership of the Shares covered by this Statement.
(b) Leviticus has sole voting and dispositive power of it's Shares and
Parameter has sole voting and dispositive power of it's Shares. AMH
and Adam Hutt disclaim beneficial ownership of the Shares.
(c) Leviticus effected the following transactions in the Shares since filing
the last Schedule 13D/A on October 27, 2004 as set forth below:
Date Type Amount of Shares Price/Share
12/06/04 open market purchase 7,350 3.39
12/03/04 open market purchase 37,900 3.33
12/01/04 open market purchase 10,000 3.34
12/01/04 open market purchase 12,700 3.35
11/30/04 open market purchase 29,700 3.33
Parameter effected the following transactions in the Shares since filing
the Schedule 13D on October 27, 2004 as set forth below:
11/16/04 open market purchase 8,700 3.37
10/29/04 open market purchase 4,450 2.94
(d) Not Applicable.
(e) Not applicable.
ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH
RESPECT TO SECURITIES OF THE ISSUER.
Not Applicable
ITEM 7. MATERIAL TO BE FILED AS EXHIBITS.
Not Applicable
SIGNATURE
After reasonable inquiry and to the best of my knowledge and
belief, I certify that the information set forth in this statement is
true, complete and correct.
Date: December 9, 2004
Leviticus Partners, L.P.
By: AMH Equity, LLC, its general partner
By: /s/ Adam Hutt
Name: Adam Hutt
Title: Managing Member
Parameter Partners, LLC
By: AMH Equity, LLC, its general partner
By: /s/ Adam Hutt
Name: Adam Hutt
Title: Managing Member
AMH Equity, LLC
By: /s/ Adam Hutt
Name: Adam Hutt
Title: Managing Member
Adam Hutt
By: /s/ Adam Hutt
Name: Adam Hutt
Attention. Intentional misstatements or omissions of fact constitute
federal criminal violations (see 18 U.S.C. 1001).