SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
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Date of Report (Date of Earliest Event Reported): JULY 23, 1996
CALCOMP TECHNOLOGY, INC.
(Exact Name of Registrant as Specified in Charter)
DELAWARE 0-16071 06-0888312
(State or Other Jurisdiction (Commission (IRS Employer
of Incorporation) File Number) Identification No.)
2411 WEST LA PALMA AVENUE, ANAHEIM, CA 92803
(Address of Principal Executive Offices) (Zip Code)
Registrant's Telephone Number, including Area Code: (714) 821-2000
SUMMAGRAPHICS CORPORATION, 8500 CAMERON ROAD, AUSTIN, TX 78754-3919
(Former Name or Former Address, if Changed Since Last Report)
ITEM 1. CHANGES IN CONTROL OF REGISTRANT.
The Registrant entered into a Plan of Reorganization and Agreement for the
Exchange of Stock of CalComp, Inc. for Stock of Summagraphics Corporation, dated
as of March 19, 1996, as amended April 30, 1996 and June 5, 1996 (the "Exchange
Agreement") pursuant to which the Registrant issued to Lockheed Martin
Corporation ("Lockheed Martin") 40,742,957 shares of the Common Stock of the
Registrant, representing 89.7 percent of the total outstanding shares of Common
Stock of the Registrant following such issuance, in exchange for all of the
outstanding capital stock of CalComp, Inc. ("CalComp") (the "Exchange"). The
number of shares of Common Stock of the Registrant issuable in the Exchange is
subject to adjustment in certain events described in Registrant's Proxy
Statement described below. The closing of the Exchange occurred on July 23,
1996 (the "Closing") following approval of the Exchange by the stockholders of
the Registrant. As a result of the Exchange, Lockheed Martin acquired control
of the Registrant and CalComp became a wholly-owned subsidiary of the
Registrant. In connection with the Exchange, the Registrant also changed its
name from Summagraphics Corporation to CalComp Technology, Inc.
As contemplated by the Exchange Agreement, immediately following the
Exchange, each of the then directors of the Registrant resigned and Lockheed
Martin, as the owner of a majority of outstanding shares of the Common Stock of
the Registrant, adopted a resolution by written consent increasing the size of
the Board from six to seven members and electing seven new directors.
The remaining information which would otherwise be required with respect to
the Exchange by this Item 1, and by Items 2 and 7 (a) and (b) below, has been
"previously reported" by the Registrant in a definitive proxy statement (the
"Proxy Statement") filed with the Securities and Exchange Commission on June 24,
1996 under Section 14 of the Securities Exchange Act of 1934, as amended.
ITEM 2. ACQUISITION OR DISPOSITION OF ASSETS.
See discussion in Item 1 above.
ITEM 4. CHANGES IN REGISTRANT'S CERTIFYING ACCOUNTANT.
In accordance with Item 304 of Regulation S-K, the following information
pertains to the change in Registrant's Certifying Accountant.
(i) Ernst & Young LLP has been appointed as the Registrant's certified
public accountants to replace KPMG Peat Marwick LLP who has been
dismissed, effective July 23, 1996.
(ii) KPMG Peat Marwick LLP did not qualify their audit opinion for any of
the past two years as to uncertainty, audit scope or accounting
principles.
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(iii) The decision to change accountants was approved by the Audit
Committee of the Board of Directors of the Registrant.
(iv) There were no disagreements with KPMG Peat Marwick LLP on any matter
of accounting principles or practices, financial statement
disclosure, or auditing scope or procedure in any of the two most
recent fiscal years or in the period between May 31, 1996 and July
23, 1996.
(v) None of the kinds of events listed in (A) through (D) of Item
304(a)(1)(v) of Regulation S-K occurred during either of the
Registrant's two most recent fiscal years or the period from May 31,
1996 to July 23, 1996.
(vi) KPMG Peat Marwick LLP has been asked to provide a letter addressed
to the SEC stating whether they agree with the above statements.
This letter will be filed by the Registrant in accordance with the
requirements of Item 304 of Regulation S-K.
ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS.
(a) FINANCIAL STATEMENTS OF BUSINESSES ACQUIRED.
The required financial statements were previously reported in the
Proxy Statement.
(b) PRO FORMA FINANCIAL INFORMATION.
The required pro forma financial information was previously
reported in the Proxy Statement.
(c) EXHIBITS.
Exhibit Number Description
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16* Letter re Change in
Certifying Accountant
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* To be filed by amendment
ITEM 8. CHANGE IN FISCAL YEAR.
On July 23, 1996, the Board of Directors of the Registrant changed the
Registrant's fiscal year end from May 31 to a 52, 53 week fiscal year ending on
the last Sunday in December. The Registrant will file a report covering the
transition period on Form 10-K.
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SIGNATURES
Pursuant to the requirements of the Securities and Exchange Act of
1934, the Registrant has duly caused this report to be signed on its behalf by
the undersigned hereunto duly authorized.
Dated: July 29, 1996 CALCOMP TECHNOLOGY, INC.
By: /s/ PHILIP W. LOBERG, JR.
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Philip W. Loberg, Jr.
Vice President and Controller
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