UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
DATE OF REPORT (DATE OF EARLIEST EVENT REPORTED): JULY 11, 2012
CONSOLIDATED GRAPHICS, INC.
(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
TEXAS | | 001-12631 | | 76-0190827 |
(STATE OR OTHER JURISDICTION | | (COMMISSION FILE NUMBER) | | (I.R.S. EMPLOYER |
OF INCORPORATION) | | | | IDENTIFICATION NO.) |
5858 WESTHEIMER, SUITE 200
HOUSTON, TEXAS 77057
(ADDRESS OF PRINCIPAL EXECUTIVE OFFICES AND ZIP CODE)
REGISTRANT’S TELEPHONE NUMBER, INCLUDING AREA CODE: (713) 787-0977
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):
o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
ITEM 5.02 — DEPARTURE OF DIRECTORS OR CERTAIN OFFICERS; ELECTION OF DIRECTORS; APPOINTMENT OF CERTAIN OFFICERS; COMPENSATORY ARRANGEMENTS OF CERTAIN OFFICERS
(b) Departure of Director
On July 11, 2012, Mr. Larry J. Alexander, a non-employee director, notified Consolidated Graphics, Inc. (the “Company”) of his decision to retire from the Board of Directors (“Board”) at the Annual Shareholders Meeting to be held on August 16, 2012. Mr. Alexander does not have any disputes or disagreements with the Company. Mr. Alexander has served on the Company’s Board since 1995 and is a member of the Audit Committee.
ITEM 7.01 — REGULATION FD DISCLOUSRE
On July 12, 2012, the Company issued a press release announcing the decision of Mr. Alexander to retire from the Board at the Company’s 2012 Annual Meeting of Shareholders. A copy of the press release is furnished as Exhibit 99.1 hereto and is incorporated herein by reference.
The information set forth in the attached Exhibit 99.1 shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific reference in such filing.
ITEM — 9.01 FINANCIAL STATEMENTS AND EXHIBITS
(d) EXHIBITS
The following exhibit is filed herewith:
99.1 Press release of the Company dated July 12, 2012.
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SIGNATURE
PURSUANT TO THE REQUIREMENTS OF THE SECURITIES EXCHANGE ACT OF 1934, THE REGISTRANT HAS DULY CAUSED THIS REPORT TO BE SIGNED ON ITS BEHALF BY THE UNDERSIGNED HEREUNTO DULY AUTHORIZED.
| | CONSOLIDATED GRAPHICS, INC. |
| | (Registrant) |
| | |
| | |
| | | |
| | By: | /s/ Jon C. Biro |
| | | |
| | Jon C. Biro |
| | Executive Vice President and Chief Financial and Accounting Officer |
Date: July 12, 2012
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Exhibit Index
Exhibit
Number | | Description |
99.1 | | Press release of the Company dated July 12, 2012. |
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