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
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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.