SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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SCHEDULE 13G
(Rule 13d-102)
INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT
TO RULES 13d-1(b), (c), AND (d) AND AMENDMENTS THERETO FILED
PURSUANT TO RULE 13d-2(b)
Input/Output, Inc.
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(Name of Issuer)
Common Stock, $0.01 par value
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(Title of Class of Securities)
457652105
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(CUSIP Number)
Check the appropriate box to designate the rule pursuant to which
this Schedule is filed:
[X] Rule 13d-1(b)
[ ] Rule 13d-1(c)
[ ] Rule 13d-1(d)
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 or otherwise subject to the liabilities of that section of the Act
but shall be subject to all other provisions of the Act (however, see the
Notes).
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CUSIP No. 457652105 13G Page 2 of 7 Pages
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1. NAMES OF REPORTING PERSONS.
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
Fletcher Asset Management, Inc.
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(a) [ ]
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (b) [ ]
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3. SEC USE ONLY
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4. CITIZENSHIP OR PLACE OF ORGANIZATION Delaware
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5. SOLE VOTING POWER 7,856,434
NUMBER OF
SHARES ------ -------------------------------------------
BENEFICIALLY
OWNED BY 6. SHARED VOTING POWER 0
EACH
REPORTING ------ -------------------------------------------
PERSON WITH
7. SOLE DISPOSITIVE POWER 7,856,434
------ -------------------------------------------
8. SHARED DISPOSITIVE POWER 0
-------- ---------------------------------------------------------------------
9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH
REPORTING PERSON 7,856,434
-------- ---------------------------------------------------------------------
10. CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES [ ]
CERTAIN SHARES*
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11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) 9.0%
-------- ---------------------------------------------------------------------
12. TYPE OF REPORTING PERSON* IA
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CUSIP No. 457652105 13G Page 3 of 7 Pages
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1. NAMES OF REPORTING PERSONS.
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
Alphonse Fletcher, Jr.
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(a) [ ]
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (b) [ ]
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3. SEC USE ONLY
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4. CITIZENSHIP OR PLACE OF ORGANIZATION United States
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5. SOLE VOTING POWER 0
NUMBER OF
SHARES ------ -------------------------------------------
BENEFICIALLY 6. SHARED VOTING POWER 0
OWNED BY
EACH ------ -------------------------------------------
REPORTING
PERSON WITH 7. SOLE DISPOSITIVE POWER 0
------ -------------------------------------------
8. SHARED DISPOSITIVE POWER 0
-------- ---------------------------------------------------------------------
9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH
REPORTING PERSON 7,856,434
-------- ---------------------------------------------------------------------
10. CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES [ ]
CERTAIN SHARES*
-------- ---------------------------------------------------------------------
11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) 9.0%
-------- ---------------------------------------------------------------------
12. TYPE OF REPORTING PERSON* HC
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Item 1(a). Name of Issuer:
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Input/Output, Inc.
Item 1(b). Address of Issuer's Principal Executive Offices:
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12300 Parc Crest Drive
Stafford, Texas 77477
Item 2(a). Names of Persons Filing:
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Fletcher Asset Management, Inc. ("FAM") and Alphonse
Fletcher, Jr.
Item 2(b). Address of Principal Business Office or, if none,
---------- -------------------------------------------------
Residence:
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HSBC Tower, 29th Floor
452 Fifth Avenue
New York, New York 10018
Item 2(c). Citizenship:
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FAM is a corporation organized under the laws of the
State of Delaware. Alphonse Fletcher, Jr. is a
citizen of the United States.
Item 2(d). Title of Class of Securities:
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Common Stock, $0.01 par value
Item 2(e). CUSIP Number:
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457652105
Item 3. If this statement is filed pursuant to Rule 13d-1(b),
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or Rule 13d-2(b) or (c), check whether the person
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filing is a:
-----------
(a) [ ] Broker or dealer registered under Section 15
of the Exchange Act;
(b) [ ] Bank as defined in Section 3(a)(6) of the
Exchange Act;
(c) [ ] Insurance company as defined in
Section 3(a)(19) of the Exchange Act;
(d) [ ] Investment company registered under Section 8
of the Investment Company Act;
(e) [X] An investment adviser in accordance with
Rule 13d-1(b)(1)(ii)(E);
(f) [ ] An employee benefit plan or endowment fund in
accordance with Rule 13d-1(b)(1)(ii)(F);
(g) [X] A parent holding company or control person in
accordance with Rule 13d-1(b)(ii)(G);
(h) [ ] A savings association as defined in
Section 3(b) of the Federal Deposit Insurance
Act;
(i) [ ] A church plan that is excluded from the
definition of an investment company under
Section 3(c)(14) of the Investment Company
Act; or
(j) [ ] Group, in accordance with Rule
13d-1(b)(1)(ii)(J).
If this statement is filed pursuant to Rule 13d-1(c), check this
box [ ].
Item 4. Ownership.
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(a) Amount Beneficially Owned:
-------------------------
7,856,434 shares
(b) Percent of Class:
----------------
9.0% (based on 86,944,511 shares of Common Stock (the
"Common Stock") of Input/Output, Inc. (the "Company")
consisting of (i) 79,275,077 shares reported by the
Company to FAM to be outstanding as of December 31,
2005 and (iii) 7,669,434 shares of Common Stock
underlying Convertible Securities (as defined below)
beneficially owned by FAM and Mr. Fletcher (as defined
below) issuable within 60 days as of December 31,
2005).
(c) Number of shares as to which FAM has:
------------------------------------
(i) Sole power to vote or to direct the vote:
----------------------------------------
7,856,434 shares
(ii) Shared power to vote or to direct the vote:
------------------------------------------
0 shares
(iii) Sole power to dispose or to direct the
--------------------------------------
disposition of:
--------------
7,856,434 shares
(iv) Shared power to dispose or to direct the
----------------------------------------
disposition of:
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0 shares
The 7,856,434 shares of Common Stock reported to be beneficially owned
consists of 187,000 shares of Common Stock and 7,669,434 shares of Common Stock
issuable upon the conversion or exercise by Fletcher International, Ltd. of
certain convertible securities and rights (collectively the "Convertible
Securities") pursuant to an Agreement, dated February 15, 2005, by and between
the Company and Fletcher International, Ltd. The Convertible Securities are
exercisable within 60 days as of December 31, 2005. The holdings reported
reflect the shares of Common Stock issuable within 60 days as of December 31,
2005 that would have been held had the Convertible Securities been converted
and exercised on December 31, 2005.
The shares of Common Stock of the Company reported to be beneficially
owned consist of shares of Common Stock and shares of Common Stock underlying
Convertible Securities held in one or more accounts managed by FAM (the
"Accounts"), for Fletcher International, Ltd. FAM has sole power to vote and
sole power to dispose of all shares of Common Stock in the Accounts. By virtue
of Mr. Fletcher's position as Chairman and Chief Executive Officer of FAM, Mr.
Fletcher may be deemed to have the shared power to vote or direct the vote of,
and the shared power to dispose or direct the disposition of, such shares, and,
therefore, Mr. Fletcher may be deemed to be the beneficial owner of such Common
Stock.
Item 5. Ownership of Five Percent or Less of a Class.
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Not Applicable
Item 6. Ownership of More Than Five Percent on Behalf of
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Another Person.
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This Schedule 13G is filed by FAM, which is an
investment adviser registered under Section 203 of the
Investment Advisers Act of 1940, as amended, with
respect to the shares of Common Stock and Convertible
Securities held at December 31, 2005 in the Accounts
managed by FAM. By reason of the provisions of Rule
13d-3 under the Act, FAM and Mr. Fletcher may each be
deemed to own beneficially the shares of Common Stock
and Convertible Securities held in the Accounts. The
Accounts have the right to receive or the power to
direct the receipt of dividends from, or the proceeds
from the sale of, such Common Stock and Convertible
Securities purchased for its account.
Item 7. Identification and Classification of the Subsidiary
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Which Acquired the Security Being Reported on By the
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Parent Holding Company.
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This Schedule 13G is filed by FAM and Mr. Fletcher.
Item 8. Identification and Classification of Members of the
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Group.
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Not Applicable
Item 9. Notice of Dissolution of Group.
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Not Applicable
Item 10. Certifications.
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By signing below Fletcher Asset Management, Inc. and
Alphonse Fletcher, Jr. certify that, to the best of
their knowledge and belief, the securities referred to
above were acquired and are held in the ordinary course
of business and were not acquired and are not held for
the purpose of or with the effect of changing or
influencing the control of the issuer of the securities
and were not acquired and are not held in connection
with or as a participant in any transaction having that
purpose or effect.
SIGNATURE
After reasonable inquiry and to the best of their knowledge
and belief, the undersigned certify that the information set forth in this
statement is true, complete and correct.
Dated: February 13, 2006
Fletcher Asset Management, Inc.
By: /s/ Peter Zayfert
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Name: Peter Zayfert
Title: Authorized Signatory
Fletcher Asset Management, Inc.
By: /s/ Patrick Huvane
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Name: Patrick Huvane
Title: Authorized Signatory
Alphonse Fletcher, Jr., in his
individual capacity
By: /s/ Denis J. Kiely
------------------------------
Name: Denis J. Kiely for
Alphonse Fletcher, Jr.
*By Power of Attorney, dated
February 14, 2001, attached
as Exhibit A hereto.
Exhibit A
Power of Attorney
KNOW ALL MEN BY THESE PRESENTS, that the person whose signature appears below
revokes all prior Power of Attorney and appoints Denis J. Kiely to act
severally as attorney-in-fact for the undersigned solely for the purpose of
executing reports required under Sections 13 and 16 of the Securities Exchange
Act of 1934, as amended, and filing the same, with exhibits thereto, and other
documents in connection therewith, with the Securities and Exchange Commission
thereby ratifying and confirming all that said attorney-in-fact may do or cause
to be done by virtue hereof.
Signed: /s/ Alphonse Fletcher Jr.
------------------------------
Alphonse Fletcher Jr.
Dated: February 14, 2001