1
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
International Imaging Materials, Inc.
-----------------------------------------------------
(Exact name of registrant as specified in its charter)
July 15, 1997
------------------------------------------------
Date of Report (Date of earliest event reported)
Delaware 0-21726 13-3179629
- --------------------------------------------------------------------------------
(State or other juris- (Commission (I.R.S. employer
diction of incorporation) file number) identification no.)
310 Commerce Drive, Amherst, New York 14228
- --------------------------------------------------------------------------------
(Address of principal executive offices) (Zip Code)
(716) 691-6333
- --------------------------------------------------------------------------------
(Registrant's telephone number, including area code)
- --------------------------------------------------------------------------------
(Former name or former address, if changed since last report)
2
Item 1. Changes in Control of Registrant
--------------------------------
(b) On July 15, 1997, International Imaging Materials, Inc., a Delaware
corporation (the "Company"), PAXAR Corporation, a New York corporation
("PAXAR"), and Ribbon Manufacturing, Inc., a Delaware corporation and a wholly
owned subsidiary of PAXAR ("Merger Sub"), entered into an Agreement and Plan of
Merger (the "Merger Agreement"), upon and subject to the terms and conditions of
which Merger Sub will be merged (the "Merger") with and into the Company and the
Company will become a wholly owned subsidiary of PAXAR. In the Merger, each
issued and outstanding share of the common stock of the Company will be
converted into the right to receive between 1.2 and 1.412 shares of common stock
of PAXAR. A copy of the Merger Agreement is attached hereto as Exhibit 2 and is
incorporated herein by reference.
A copy of the Company's and PAXAR's joint press release dated July 16,
1997 is attached hereto as Exhibit 99 and is incorporated herein by reference.
Item 7. Financial Statements and Exhibits
---------------------------------
(c) Exhibits.
Number Exhibit
------ -------
2 Agreement and Plan of Merger, dated as of July 15, 1997,
among PAXAR Corporation, Ribbon Manufacturing, Inc. and
International Imaging Materials, Inc.
99 Joint Press Release of PAXAR Corporation and International
Imaging Materials, Inc., dated July 16, 1997.
-2-
3
SIGNATURES
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 hereunto duly authorized.
INTERNATIONAL IMAGING MATERIALS, INC.
Dated: July 29, 1997 By: /s/ Michael J. Drennan
-------------------------------------------
Michael J. Drennan
Vice President-Finance, Treasurer,
Secretary and Chief Financial Officer
-3-
4
EXHIBIT INDEX
Exhibit
Number Exhibit Description
- ------ -------------------
2 Agreement and Plan of Merger, dated as of July 15, 1997, among
PAXAR Corporation, Ribbon Manufacturing, Inc. and
International Imaging Materials, Inc.
99 Joint Press Release of PAXAR Corporation and International
Imaging Materials, Inc., dated July 16, 1997.
-4-