UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 14A
Proxy Statement Pursuant to Section 14(a) of the
Securities Exchange Act of 1934
Filed by the Registrantx Filed by a Party other than the Registrant¨
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| ¨ | Preliminary Proxy Statement |
| ¨ | Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) |
| ¨ | Definitive Proxy Statement |
| x | Definitive Additional Materials |
| ¨ | Soliciting Material Pursuant to §240.14a-12 |
X-RITE, INCORPORATED
(Name of Registrant as Specified In Its Charter)
N/A
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
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E-mail from Thomas J. Vacchiano, Chief Executive Officer, to the employees of X-Rite Incorporated:
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From: Thomas Vacchiano
Date: Thursday, October 16, 2008
Subject: Company Update
Dear Colleagues,
It is no doubt an understatement to say that we are living and working in interesting times. Clearly the financial markets crises we have been hearing so much about and the global economic uncertainty we see unfolding are concerning for all of us. That said, I am pleased to report that we continue to make progress towards our goal of strengthening X-Rite’s financial situation. Today you may have seen the attached press release announcing that all of the leading Proxy Advisory Firms (including ISS) have recommended shareholders vote “FOR” proposals included in X-Rite’s definitive proxy dated September 26, 2008. These endorsements are independent and supportive of the board of director’s recommendation to shareholders for a new capital raise of $155 million for the primary purpose of reducing our debt burden and establishing new loan agreements with our lenders. A special shareholder meeting has been scheduled for October 28, 2008 at which point the final tally of shareholder voting will be known. Our new investors and existing lender groups continue to be fully supportive of the plan. With the anticipated support of our shareholders, we will then immediately move to implement the new investor and lender agreements.
Our expected new capital structure and corresponding debt reduction will help us get through the challenging economic times that all businesses may face in the coming months. In addition, thanks to the efforts made by many of you in the last several months we have also done a very good job managing our working capital, leaving us in a strong cash position. That said, we need to continue our focus on meeting or exceeding our customer expectations, making further improvements in working capital management, and prioritizing our available spending around revenue producing initiatives. In tough economic times having a healthy cash reserve is extremely important. Your actions on the job can help us preserve our financial health and pursue the exciting market opportunities in front of us.
On the topic of new opportunities, I will update you separately regarding terrific new product feedback we are getting from many customers, industry players and business partners. New products such as Impress Control, ColorMunki (photo, design and create), MA98 with xDNA, and iVue are setting new standards for performance, capability, ease of use, and cost of ownership. Further, new projects with companies such as Lenovo, Canon, BASF and PPG are exciting examples of our potential going forward to lead the transformation of the business of color.
Thank you for your support and keep it going!
Tom
Thomas J. Vacchiano Jr.
President and CEO
X-Rite Incorporated
4300 44th Street SE
Grand Rapids, MI 49512 USA
Phone 616 803 2309 Fax 616 803 2530
Email:tvacchiano@xrite.com
xrite.com
Press release issued by X-Rite, Incorporated attached to E-mail from Thomas J. Vacchiano:
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Dave Rawden, CFO
(616) 803-2888
drawden@xrite.com
FOR IMMEDIATE RELEASE
All Leading Proxy Advisory Firms
Recommend X-Rite, Incorporated Shareholders
Vote “For” All Proposals at Upcoming Special Meeting
GRAND RAPIDS, Mich., October 15, 2008– X-Rite, Incorporated, (NASDAQ: XRIT) a global leader in color technology, today announced that all of the leading independent proxy advisory and corporate governance services firms, RiskMetrics Group – ISS Governance Services (“ISS”), Glass Lewis & Co. (“Glass Lewis), Egan-Jones Proxy Services (“Egan-Jones”) and Proxy Governance, Inc. (“PGI”), have recommended that X-Rite shareholders vote “for” the following proposals, which are further described in the proxy statement, dated September 26, 2008:
| Proposal 1 | The issuance to OEPX, LLC, a Delaware limited liability company managed by One Equity Partners, Sagard Capital Partners, L.P. and Tinicum Capital Partners II, L.P., Tinicum Capital Partners II Parallel Fund, L.P. and Tinicum Capital Partners II Executive Fund L.L.C. of an aggregate of 46,904,763 shares of the Company’s common stock, in exchange for an aggregate purchase price of $155 million in cash. |
| Proposal 2 | The approval of the X-Rite, Incorporated 2008 Omnibus Long Term Incentive Plan. |
“We are pleased that ISS, Glass Lewis, Egan-Jones and PGI have all recognized both the strategic and economic impact of these proposals,” said Thomas J. Vacchiano Jr., Chief Executive Officer for X-Rite. “Their recommendations confirm our original assessment that a revised capital structure not only provides us the solid financial foundation to fund our on-going operations, but also best serves the long-term interests of our shareholders.”
A special meeting of shareholders will take place on October 28, 2008, at 8:30 a.m., Central Time, at the offices of McDermott Will & Emery LLP, 227 West Monroe Street, Chicago, Illinois. At the special meeting, X-Rite’s shareholders of record as of the September 22, 2008 record date will be asked to approve the proposals. As detailed in the proxy statement, shareholders can vote their shares via the Internet, by telephone, by mail or by written ballot at the special meeting. Shareholders whose shares are held in “street name” should instruct their brokers how to vote their shares using the instructions provided by their brokers.
About X-Rite
X-Rite is the global leader in color science and technology. The company, which now includes color industry leaderPantone, Inc., develops, manufactures, markets and supports innovative color solutions through measurement systems, software, color standards and services. X-Rite’s expertise in inspiring, selecting, measuring, formulating, communicating and matching color helps users get color right the first time and every time, which translates to better quality and reduced costs. X-Rite serves a range of industries, including printing, packaging, photography, graphic design, video, automotive, paints, plastics, textiles, dental and medical. For further information, please visitwww.xrite.com.
Forward-Looking Statements and Disclaimer
This release contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. Actual results may differ materially from those projected in the forward-looking statements, due to a variety of factors, some of which may be beyond the control of the company. Factors that could cause such differences include the impact of the company’s defaults under its credit agreements, the company’s ability to sustain increased sales, improve operations and realize cost savings, competitive and general economic conditions, ability to access into new markets, acceptance of the company’s products and other risks described in the company’s filings with the US Securities & Exchange Commission (“SEC”). The company undertakes no obligation to publicly update or revise any forward-looking statements whether as a result of new information, future events or for any other reason.
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