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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM 8-K
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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 8, 2005
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COLOR IMAGING, INC.
(Exact name of registrant as specified in its charter)
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DELAWARE 1-16450 13-3453420
(State or Other Jurisdiction (Commission File Number) (IRS Employer
of Incorporation) Identification No.)
4350 PEACHTREE INDUSTRIAL BOULEVARD, SUITE 100, NORCROSS, GA 30071
(Address of principal executive office) (zip code)
REGISTRANT'S TELEPHONE NUMBER, INCLUDING AREA CODE: (770) 840-1090
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(Former name or former address, if changed since last report)
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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):
|_| Written communications pursuant to Rule 425 under the Securities Act (17
CFR 230.425)
|_| Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
|_| Pre-commencement communications pursuant to Rule 14d-2(b) under the
Exchange Act (17 CFR 240.14d-2(b))
|_| Pre-commencement communications pursuant to Rule 13e-4(c) under the
Exchange Act (17 CFR 240.13e-4(c))
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SECTION 1 REGISTRANT'S BUSINESS AND OPERATIONS.
ITEM 1.01. ENTRY INTO A MATERIAL DEFINITIVE CONTRACT.
On March 8, 2005, Color Imaging, Inc. (the "Company" or "Color Imaging") entered
into a Second Amendment to Joint Debtors Agreement ("Second Amendment") with
Kings Brothers LLC ("Kings Brothers"). As described more fully in the Company's
Annual Report on Form 10-K for the year ended December 31, 2004, since June 1999
Kings Brothers and Color Imaging have been co-debtors on industrial revenue
bonds. Jui-Hung Wang, Jui-Kung Wang, Sueling Wang and Jui-Chi Wang are directors
of the Company and own Kings Brothers. In connection with those bonds, Kings
Brothers and Color Imaging entered into a Joint Debtor Agreement, agreeing to be
responsible for their respective shares of the liability under the bonds. Prior
to the entry into the Second Amendment, Kings Brothers paid principal on,
redeemed or provided for the redemption of an aggregate amount of the
outstanding bonds representing Kings Brothers' agreed upon portion of the
liability under the Joint Debtor Agreement. Under the bond documents, Kings
Brothers remains an obligor on the bonds. Under the Second Amendment, the
parties agree that Color Imaging has sole responsibility for paying the
remaining principal and interest under the bonds. A copy of the Second Amendment
is attached as Exhibit 10.1 to this report and is incorporated herein by
reference.
SECTION 2 FINANCIAL INFORMATION.
ITEM 2.03. CREATION OF A DIRECT FINANCIAL OBLIGATION OR AN OBLIGATION UNDER
AN OFF-BALANCE SHEET ARRANGEMENT OF A REGISTRANT.
On March 8, 2005, Color Imaging, Inc. entered into a Second Amendment to Joint
Debtors Agreement with Kings Brothers LLC. The discussion at Item 1.01 above is
incorporated herein by reference. A copy of the Second Amendment is attached as
Exhibit 10.1 to this report and is incorporated herein by reference.
SECTION 9 FINANCIAL STATEMENTS AND EXHIBITS.
ITEM 9.01(C) EXHIBITS.
Exhibit
Number Description
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10.1 Second Amendment to Joint Debtors Agreement by and between the
Registrant and Kings Brothers LLC
-2-
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, Color
Imaging, Inc. has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
COLOR IMAGING, INC.
Date: March 15, 2005 By: /s/ Morris E. Van Asperen
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Name: Morris E. Van Asperen
Title: Executive Vice President,
Chief Financial Officer and Secretary
-3-
EXHIBIT INDEX
Exhibit
Number Description
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10.1 Second Amendment to Joint Debtors Agreement by and between the
Registrant and Kings Brothers LLC
-4-