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): March 19, 1996 SUMMAGRAPHICS CORPORATION (Exact name of registrant as specified in its charter) Delaware 0-16071 06-0888312 (State or other (Commission File (IRS Employer jurisdiction of Number) Identification No.) incorporation) 8500 Cameron Road Austin, TX 78754-3999 (Address of Principal Zip Code Executive Offices) Registrant's telephone number, including area code: (512) 873-1540 NOT APPLICABLE (Former name or former address, if changes since last report) Page 1 Item 5. OTHER EVENTS The Registrant entered into a Plan of Reorganization and Agreement For the Exchange of Stock of CalComp, Inc. For Stock of Summagraphics Corporation (the "Agreement"), dated as of March 19, 1996, pursuant to which CalComp, Inc., a wholly owned subsidiary of Lockheed Martin Corporation, would merge with the Registrant. A copy of the Agreement and certain other documents are attached as Exhibits hereto and are incorporated herein by reference. Item 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS (c) Exhibits. Exhibit 2 -- Plan of Reorganization and Agreement for the Exchange of Stock of CalComp, Inc. for Stock of Summagraphics Corporation Exhibit 99 -- Press Release dated March 20, 1996. Page 2 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 thereto duly authorized. SUMMAGRAPHICS CORPORATION Dated: March 26, 1996 By: /s/ ROBERT B. SIMS ------------------------------ Robert B. Sims Senior Vice President Secretary and General Counsel Page 3 List of Schedules and Exhibits Schedule 1.3 Determination of Exchange Shares Schedule 1.8 Treatment of Stock Options/Severance/Incentive Compensation Schedule 3.1(a) Organization and Authority Schedule 3.1(b)(1) Capital Structure Schedule 3.1(c) Summagraphics Corporation-Corporate Authority Schedule 3.1(d) Summagraphics Corporation-Subsidiaries Schedule 3.1(e) Summagraphics Corporation-Financial Statements Schedule 3.1(f) Summagraphics Corporation-Absence of Undisclosed Liabilities Schedule 3.1(i)(1)(v) Summagraphics Corporation-Property (Encumbrances) Schedule 3.1(j) Summagraphics Corporation-Litigation Schedule 3.1(k) Summagraphics Corporation-Contracts and Commitments Schedule 3.1(m) Summagraphics Corporation-Employee Benefit Plans Schedule 3.1(m)(vii) Summagraphics Corporation-No Violations of Plan Schedule 3.1(n)(ii) Summagraphics Corporation-Violations Schedule 3.1(n)(iii) Summagraphics Corporation-Environmental Proceedings Schedule 3.1(n)(v) Summagraphics Corporation-Environmental Permits Schedule 3.1(n)(vi) Summagraphics Corporation-Environmental Spills Schedule 3.1(n)(vii) Hazardous Waste Handling Schedule 3.1(o) Summagraphics Corporation-Employees; Directors and Officers Schedule 3.1(p) Summagraphics Corporation-Compliance With Laws Schedule 3.1(s) Summagraphics Corporation-Product and Service Warranty Schedule 3.1(u) Summagraphics Corporation-Labor Disputes Schedule 3.1(v) Summagraphics Corporation-Technology Schedule 3.1(w) Summagraphics Corporation-Opinion of Financial Advisor Schedule 3.1(aa) Summagraphics Corporation-Banks and Financial Institutions Schedule 3.2(d) CalComp Inc.-Subsidiaries Schedule 3.2(e) CalComp Inc.-Financial Statements Schedule 3.2(j) CalComp Inc.-Environmental Matters Schedule 3.2(k) CalComp Inc.-Compliance With Laws Schedule 3.2(l) CalComp Inc.-Technology Schedule 4.2 Forbearance The Registrant will furnish supplementally to the Commission upon its request copies of the above schedules, which are omitted from this filing. Exhibit A Secured Convertible Debenture Exhibit B Intercompany Services Agreement Exhibit C Cash Management Agreement Exhibit D Tax Sharing Agreement Exhibit E Revolving Credit Agreement Exhibit F Registration Rights Agreement Exhibit G Corporate Agreement Exhibit H Fourth Amended and Restated Articles of Incorporation Exhibit I Stock Option Plan The above exhibits are attached to this Agreement.