Delaware | 20-3939981 | |
(State or other jurisdiction of | (IRS Employer | |
incorporation) | Identification No.) |
[ ] Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
[ ] Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
[ ] Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Information to be included in the report
Name and Principal Position Award
Base Salaries. In addition, the Compensation Committee approved increases, effective April 1, 2007, to the annual base salaries of the following Named Executive Officers, after a review of their performance:
Name &n bsp; Base Salary
McGurk Acquisition. On April 2, 2007, SGS International, Inc. and SGS Packaging Europe Holdings Limited ("Holdings"), a wholly owned subsidiary of SGS International, Inc., entered into Share Sale and Purchase Agreements (the "Agreements") under which Holdings acquired the outstanding shares of McGurk Studios Limited ("Studios") and Thames McGurk Limited ("Thames" and, together with S tudios, "McGurks") from Mr. P. E. McGurk, Mr. L. McGurk, Ms. A. L. Austin and Mr. J. R. McCarthy, in the case of Studios, and Mr. P. J. Fraine, Ms. J. K. Martindale, McGurk Group Limited and Ms. A. J. Crisp, in the case of Thames, for an aggregate consideration (the "Consideration") of 9.2 million pounds sterling (approximately $18,193,920 based on the U.S. dollar/pound sterling exchange rate on April 2, 2007), subject to adjustment as described in the Agreements. The Consideration consists of a cash payment in the amount of 8,543,446 pounds sterling (approximately $16,895,519 based on the April 2, 2007 U.S. dollar/pound sterling exchange rate) and assumption of McGurks' short-term and long-term indebtedness in the amount of 656,554 pounds sterling (approximately $1,298,401 based on the April 2, 2007 U.S. dollar/pound sterling exchange rate). McGurks is a UK-based provider of end-to-end digital design, artwork and reprographics for packaging solutions with locations in Hull and London, England, and Hong Ko ng.
The Agreements contain customary representations, warranties, covenants and indemnification provisions. The preceding description of the Agreements is qualified in its entirety by the terms of the Agreements, a copy of which will be filed as an exhibit to SGS International, Inc.'s Report on Form 10-Q for the quarter ended March 31, 2007.
The financial statements required by Item 9.01(a) of Form 8-K are not included in this report and will be filed by amendment not later than 71 calendar days after the date that this Form 8-K must be filed.
(b) Pro Forma Financial Information.
The pro forma financial information required by Item 9.01(b) of Form 8-K is not included in this report and will be filed by amendment not later than 71 calendar days after the date that this Form 8-K must be filed.
(d) Exhibits.
10.1 Credit Agreement, dated as of December 30, 2005, among the Registrant and Southern Graphic Systems - Canada, Co., as borrowers, certain of the Registrant's subsidiaries, as guarantors, UBS Securities LLC and Lehman Brothers Inc., as joint arrangers and joint bookmanagers, UBS AG, Stamford Branch, as issuing bank, US administrative agent, US collateral agent and Canadian collateral a gent, Lehman Brothers Inc., as syndication agent, CIT Lending Services Corporation, as documentation agent, National City Bank, as Canadian administrative agent, UBS Loan Finance LLC, as swingline lender, and the lenders referred to therein, incorporated by reference to exhibit 10.7 to the Registrant's registration statement on Form S-4 filed on May 5, 2006, File No. 333-133825
SGS International, Inc. | ||||||||
Date: April 05, 2007 | By: | /s/ Benjamin F. Harmon, IV | ||||||
Benjamin F. Harmon, IV | ||||||||
Vice President, General Counsel and Secretary | ||||||||