Ion Geophysical Corp – ‘POS AM’ on 11/6/00

On:  Monday, 11/6/00, at 5:03pm ET   ·   Accession #:  950129-0-5301   ·   File #:  333-80299

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Post-Effective Amendment
Filing Table of Contents

Document/Exhibit                   Description                      Pages   Size 

 1: POS AM      Input/Output, Inc. for Reg. No. 333-80299              3     16K 

POS AM
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                                                    REGISTRATION NO. 333-80299

As filed with the Securities and Exchange Commission on November 6, 2000        

================================================================================

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

------------------------

POST-EFFECTIVE AMENDMENT NO. 1 TO 
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)

 12300 CHARLES E. SELECMAN DRIVE
 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. 1990 AMENDED AND RESTATED STOCK OPTION PLAN
(Full Title of Plan)

 C. ROBERT BUNCH, ESQ.
INPUT/OUTPUT, INC.
 12300 CHARLES E. SELECMAN DRIVE
 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

================================================================================

                                                        [Enlarge/Download Table]


                                                                   PROPOSED                                        
                                                                    MAXIMUM       PROPOSED MAXIMUM     AMOUNT OF   
                TITLE OF                       AMOUNT TO BE     OFFERING PRICE       AGGREGATE        REGISTRATION 
       SECURITIES TO BE REGISTERED              REGISTERED         PER SHARE       OFFERING PRICE         FEE      
-------------------------------------------------------------------------------------------------------------------
                                                                                                                   
N/A*                                               N/A*              N/A*               N/A*              N/A*     

================================================================================

*    This Amendment deregisters certain shares and plan interests under the     
Registrant's 1990 Amended and Restated Stock Option Plan.             

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POST-EFFECTIVE AMENDMENT NO. 1

      The Registrant is filing this post-effective amendment to deregister
certain securities and plan interests pursuant to the Registration Statement on 
Form S-8 (Registration No. 333-80299), originally filed with the Securities and 
Exchange Commission on June 9, 1999. A total of 1,500,000 shares were registered
under the Registrant's 1990 Amended and Restated Stock Option Plan (the "1990   
Plan") pursuant to such registration statement. On September 25, 2000, the      
stockholders of the Registrant approved the adoption of the Registrant's 2000   
Long-Term Incentive Plan (the "2000 Plan"). There are 2,109,275 shares available
for grants of awards under the 2000 Plan, 909,275 of which are shares that were 
reserved under the 1990 Plan (but not covered by exercised or outstanding       
options thereunder) and have been assumed under the 2000 Plan. These 909,275    
shares are hereby deregistered. No future awards will be made under the 1990    
Plan.                                                                           

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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 November 6, 2000.        

  INPUT/OUTPUT, INC.

       By: /s/ C. Robert Bunch
                                    --------------------------------------------
       C. Robert Bunch
                                    Vice President, Chief Administrative Officer
     and Secretary
                                    (Principal Financial and Accounting Officer)

 POWER OF ATTORNEY

   Each of the undersigned hereby appoints Timothy J. Probert and C.
Robert Bunch, 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 November 6, 2000.                                       

                                                                [Download Table]

         Signature                           Title                              
         ---------                           -----                              
                                                                                
/s/ Timothy J. Probert              Director, President and Chief Executive     
-----------------------------       Officer                                     
    Timothy J.  Probert             (Principal Executive Officer)               

/s/ C. Robert Bunch                 Vice President, Chief Administrative        
-----------------------------       Officer and Secretary                       
    C. Robert Bunch                 (Principal Financial and Accounting Officer)

/s/ James M. Lapeyre, Jr.           Director and Chairman of the Board          
-----------------------------                                                   
    James M. Lapeyre, Jr.                                                       

/s/ David C. Baldwin                Director                                    
-----------------------------                                                   
    David C. Baldwin                                                            

                                    Director                                    
-----------------------------                                                   
    Ernest E. Cook                                                              

/s/ Theodore H. Elliott, Jr.        Director                                    
-----------------------------                                                   
    Theodore H. Elliott, Jr.                                                    

/s/ Robert P. Peebler               Director                                    
------------------------------                                                  
    Robert P. Peebler                                                           

/s/ Sam K. Smith                    Director                                    
-------------------------------                                                 
    Sam K. Smith                                                                

/s/ William F. Wallace              Director                                    
-------------------------------                                                 
    William F. Wallace                                                          

Dates Referenced Herein   and   Documents Incorporated by Reference

				Referenced-On Page
This ‘POS AM’ Filing		Date		First		Last			Other Filings
Filed on:		11/6/00		1		3			S-8
		9/25/00		2					8-K,  DEF 14A
		6/9/99		2					S-8
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