SEC Comment Letter for DATA I (DAIO) — Aug 25, 2008
DATA I/O CORP (DAIO) (CIK 0000351998)
Date: Aug. 25, 2008 · CIK: 0000351998 · Accession: 0000000000-08-042718
AI Filing Summary & Sentiment
Reasoning
File numbers found in text: 000-10394
Referenced dates: July 17, 2008
Letter
Mail Stop 6010 August 20, 2008 VIA U.S. MAIL AND FAX (425) 869-7423 Mr. Joel S. Hatlen Chief Financial Officer Data I/O Corporation 6464 185 th Avenue Northeast Suite 101 Redmond, Washington 98052 Re: Data I/O Corporation Form 10-K for the year ended December 31, 2007 File No. 000-10394
Dear Mr. Hatlen:
We have reviewed your response dated August 14, 2008 and have the following comment. We have limited our review of your filing to the disclosures pertaining to the evaluation of your internal contro l over financial reporting. Speci fically, we have reviewed your filing to determine if you c onducted the evaluation of your in ternal control over financial reporting, as required by Exchange Act Rules 13a-15 and 15d-15, and provided an assessment and a conclusion as to the eff ectiveness of your internal cont rol over financial reporting, as required by Item 308T(a) of Regulation S-B. Wh ere indicated, we think you should revise your document in response to these comments, however , if you disagree, we would be pleased to consider your explanation as to why a revision is not necessary. Please be as detailed as necessary in your explanation. Please understand that the purpose of our re view process is to assist you in your compliance with the applicable disclosure requir ements and to enhance the overall disclosure in your filing. We look forward to working with you in these respects. We welcome any questions you may have about our comments or any other aspect of our review. Feel fr ee to call us at the telephone numbers listed at the end of th is letter.
Mr. Joel S. Hatlen Data I/O Corporation August 20, 2008 Page 2
Amendment to Form 10-K filed August 15, 2008
Item 9A. Controls and Procedures, page 4
1. We note that in your amended 10-K your management has again concluded that disclosure controls and procedur es were effective as of the e nd of the fiscal year. In our letter dated July 17, 2008, we asked you to consider whether management's failure to provide its report on internal control over financial reporting impacts its conclusion regarding the effectivene ss of your disclosure controls and procedures as of the end of the fiscal year. Please te ll us the factors you considered a nd highlight for us those factors that supported your conclusion. In partic ular, please explain how you considered the definition of disclosure controls and pro cedures provided in Rule 13a-15(e), which indicates that effective contro ls and procedures would ensure that information required to be disclosed by the issuer is r ecorded, processed, summarized and reported within the time periods specified in the Commission’s rule s and forms. In addition, as discussed in Compliance and Disclosure Interp retation 115.02, which you can find at http://www.sec.gov/divisions/corpf in/guidance/regs-kinterp.htm , failure to file management's report on Internal Control ove r Financial Reporting rendered your annual report materially deficient and also rendere d the company not timel y or current in its Exchange Act Reporting. In light of these facts, please explain how you could conclude that disclosure controls and procedures were effective. Alternatively, please further amend the 10-K to disclose management's revi sed conclusion on the effectiveness of your disclosure controls and procedur es, i.e., that DC&P were not e ffective as of the end of the fiscal year.
As appropriate, please amend your filing and respond to this comment within 10 business days or tell us when you will provide us with a response. You may wish to provide us with marked copies of the amendments to expedite our review. Please furnish a cover letter with your amendment that keys your responses to our comments and pr ovides any requested information. Detailed cover lette rs greatly facilitate our review . Please understand that we may have additional comments afte r reviewing your amendments responses to our comments. You may contact Julie Sherma n, Staff Accountant, at (202) 551-3640 or me at (202) 551- 3554 if you have questions regarding these comments. S i n c e r e l y , A n g e l a C r a n e A c c o u n t i n g B r a n c h C h i e f
Show Raw Text
Mail Stop 6010
August 20, 2008
VIA U.S. MAIL AND FAX (425) 869-7423
Mr. Joel S. Hatlen Chief Financial Officer Data I/O Corporation 6464 185
th Avenue Northeast
Suite 101 Redmond, Washington 98052
Re: Data I/O Corporation
Form 10-K for the year ended December 31, 2007
File No. 000-10394
Dear Mr. Hatlen:
We have reviewed your response dated August 14, 2008 and have the following
comment. We have limited our review of your filing to the disclosures pertaining to the
evaluation of your internal contro l over financial reporting. Speci fically, we have reviewed your
filing to determine if you c onducted the evaluation of your in ternal control over financial
reporting, as required by Exchange Act Rules 13a-15 and 15d-15, and provided an assessment
and a conclusion as to the eff ectiveness of your internal cont rol over financial reporting, as
required by Item 308T(a) of Regulation S-B. Wh ere indicated, we think you should revise your
document in response to these comments, however , if you disagree, we would be pleased to
consider your explanation as to why a revision is not necessary. Please be as detailed as necessary in your explanation.
Please understand that the purpose of our re view process is to assist you in your
compliance with the applicable disclosure requir ements and to enhance the overall disclosure in
your filing. We look forward to working with you in these respects. We welcome any questions
you may have about our comments or any other aspect of our review. Feel fr ee to call us at the
telephone numbers listed at the end of th is letter.
Mr. Joel S. Hatlen
Data I/O Corporation August 20, 2008 Page 2
Amendment to Form 10-K filed August 15, 2008
Item 9A. Controls and Procedures, page 4
1. We note that in your amended 10-K your management has again concluded that
disclosure controls and procedur es were effective as of the e nd of the fiscal year. In our
letter dated July 17, 2008, we asked you to consider whether management's failure to provide its report on internal control over financial reporting impacts its conclusion
regarding the effectivene ss of your disclosure controls and procedures as of the end of the
fiscal year. Please te ll us the factors you considered a nd highlight for us those factors
that supported your conclusion. In partic ular, please explain how you considered the
definition of disclosure controls and pro cedures provided in Rule 13a-15(e), which
indicates that effective contro ls and procedures would ensure that information required to
be disclosed by the issuer is r ecorded, processed, summarized and reported
within the
time periods specified in the Commission’s rule s and forms. In addition, as discussed in
Compliance and Disclosure Interp retation 115.02, which you can find at
http://www.sec.gov/divisions/corpf in/guidance/regs-kinterp.htm , failure to file
management's report on Internal Control ove r Financial Reporting rendered your annual
report materially deficient and also rendere d the company not timel y or current in its
Exchange Act Reporting. In light of these facts, please explain how you could conclude
that disclosure controls and procedures were effective. Alternatively, please further
amend the 10-K to disclose management's revi sed conclusion on the effectiveness of your
disclosure controls and procedur es, i.e., that DC&P were not e ffective as of the end of the
fiscal year.
As appropriate, please amend your filing and respond to this comment within 10
business days or tell us when you will provide us with a response. You may wish to provide us
with marked copies of the amendments to expedite our review. Please furnish a cover letter with
your amendment that keys your responses to our comments and pr ovides any requested
information. Detailed cover lette rs greatly facilitate our review . Please understand that we may
have additional comments afte r reviewing your amendments responses to our comments.
You may contact Julie Sherma n, Staff Accountant, at (202) 551-3640 or me at (202) 551-
3554 if you have questions regarding these comments.
S i n c e r e l y ,
A n g e l a C r a n e A c c o u n t i n g B r a n c h C h i e f