UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
AMENDMENT NO. 4
SCHEDULE 13E-3/A
(RULE 13e-100)
RULE 13E-3 TRANSACTION STATEMENT UNDER
SECTION 13(E) OF THE SECURITIES EXCHANGE ACT OF 1934
COLOR IMAGING, INC.
[Name of Issuer]
Color Imaging, Inc.
Sueling Wang
Jui-Chi Wang
Jui-Hung Wang
Jui-Kung Wang
(Name of Person(s) Filing Statement)
COMMON STOCK, PAR VALUE $0.01 PER SHARE
(Title of Class of Securities)
[196245 10 4]
(CUSIP Number of Class of Securities)
MORRIS E. VAN ASPEREN
CHIEF FINANCIAL OFFICER
COLOR IMAGING, INC.
4350 PEACHTREE INDUSTRIAL BLVD, SUITE 100
NORCROSS, GA 30071
TELEPHONE NUMBER: (770) 840-1090
(Name, Address, and Telephone Numbers of Person Authorized
to Receive Notices and Communications on
Behalf of the Persons Filing Statement)
WITH COPY TO:
ROBERT F. DOW, ESQ.
ARNALL GOLDEN GREGORY LLP
171 17TH STREET, N.W., SUITE 2100
ATLANTA, GEORGIA 30363
This statement is filed in connection with (check the appropriate box):
a. [X] The filing of solicitation materials or an Proxy Statement subject to
Regulation 14A, Regulation 14C or Rule 13e-3(c) under the Securities Exchange
Act of 1934.
b. [ ] The filing of a registration statement under the Securities Act of 1933.
c. [ ] A tender offer.
d. [ ] None of the above.
Check the following box if the soliciting materials or Proxy Statement referred
to in checking box (a) are preliminary copies: [X]
Check the following box if the filing is a final amendment reporting the results
of the transaction: [ ]
CALCULATION OF FILING FEE*
TRANSACTION VALUATION AMOUNT OF FILING FEE
$300,000 $35.31
* Estimated solely for purposes of calculating the filing fee. For purposes of
calculation of this fee only, this transaction valuation is based on the
estimated number of shares that would otherwise be converted into fractional
shares as a result of the Reverse Stock Split multiplied by $1.10.
** This calculation is based upon one fiftieth of one percent multiplied by
transaction valuation shown above. The amount of the filing fee calculated in
accordance with Rule 0-11 of the Securities Exchange Act of 1934.
[ ] Check box if any part of the fee is offset as provided by Rule 0-11(a)(2)
and identify the filing with which the offsetting fee was previously paid.
Identify the previous filing by registration statement number, or the Form or
Schedule and the date of its filing.
Amount Previously Paid: $35.31 Filing Party: Issuer
Form or Registration No.: 13E-3 Date Filed: May 5, 2005
INTRODUCTION
This Amendment No. 4 to Rule 13e-3 Transaction Statement (this "Amendment
No. 4") amends the Rule 13e-3 Transaction Statement (as previously amended and
as further amended by this Amendment No. 4, the "Statement") filed by Color
Imaging (referred to herein as "Color Imaging" or "Company" or "subject company"
or "filing person") with the Securities and Exchange Commission (the
"Commission") on May 5, 2005, as previously amended by Amendment No. 1 filed on
June 24, 2005, Amendment No. 2 filed on July 22, 2005, Amendment No. 3 filed on
August 15, 2005. Concurrently with the filing of Amendment No. 4, Color Imaging
filed its Definitive Proxy Statement on Schedule 14A (the "Proxy Statement") in
connection with the Annual Meeting of the shareholders of Color Imaging, which
was held on September 19, 2005. The information contained in the Proxy Statement
is incorporated herein by reference. This Amendment No. 4 is being filed
pursuant to Rule 13e-3(d)(3) as a final amendment to the Statement to report the
results of the Reverse Stock Split, as defined in the Proxy Statement.
Of the 12,697,805 shares of Color Imaging Common Stock issued and
outstanding as of the Record Date, there were 10,667,303 represented at the
Annual Meeting in person or by proxy (representing approximately 84.01% of the
total outstanding shares of Common Stock). At the Annual Meeting, the proposal
relating to the Reverse Stock split was approved. The stockholders also approved
all three potential ratios which were presented in the Proxy Statement. The
Board of Directors subsequently met and selected the 1-for-2500 ratio.
The 1-for-2500 reverse stock split became effective as of the opening of
business on September 22, 2005. The Company will be filing a Form 15 with the
Securities and Exchange Commission to cease reporting as a public company when
it has less than 300 shareholders as a result of this transaction.
SIGNATURES
After due inquiry and to the best of my knowledge and belief, I certify that the
information set forth in this statement is true, complete and correct.
COLOR IMAGING, INC.
Date: September 19, 2005 /S/ MORRIS E. VAN ASPEREN
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Morris E. Van Asperen
Chief Financial Officer
Date: September 19, 2005 /s/ Sueling Wang
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Sueling Wang
Date: September 19, 2005 /s/ Jui-Chi Wang
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Jui-Chi Wang
Date: September 19, 2005 /s/ Sueling Wang as attorney-in-fact
for Jui-Hung Wang
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Jui-Hung Wang
Date: September 19, 2005 /s/ Jui-Kung Wang
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Jui-Kung Wang