SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
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Date of Report (Date of Earliest Event Reported): NOVEMBER 18, 1996
CALCOMP TECHNOLOGY, INC.
(Exact Name of Registrant as Specified in Charter)
DELAWARE 0-16071 06-0888312
(State or Other Jurisdiction (Commission (IRS Employer
of Incorporation) File Number) Identification No.)
2411 WEST LA PALMA AVENUE, ANAHEIM, CA 92803
(Address of Principal Executive Offices) (Zip Code)
Registrant's Telephone Number, including Area Code: (714) 821-2000
NOT APPLICABLE
(Former Name or Former Address, if Changed Since Last Report)
ITEM 5. OTHER EVENTS
On November 18, 1996, the Registrant acquired all of the outstanding stock
of Topaz Technologies, Inc., a California corporation ("Topaz"), a developer and
manufacturer of a proprietary ink jet printing technology which the Registrant
expects to use to introduce a new line of large format digital imaging products
next year. Each of the three former shareholders (the "Shareholders") of Topaz
was issued 500,000 shares of the Registrant's Common Stock and $250,000 in cash
for their shares for aggregate consideration of 1,500,000 shares of the
Registrant's Common Stock and $750,000 in cash. In addition, each of the three
Shareholders entered into employment agreements with the Registrant.
Also on November 18, 1996, the Registrant announced that it will take a
one-time restructuring charge of approximately $7 million in the fourth quarter,
ending December 29, 1996. The restructuring charge will cover a write down of
the company's facilities, along with severance costs related to the elimination
of approximately 235 positions worldwide.
See also the Press Release of Registrant attached hereto as Exhibit 99.1
and the Agreement and Plan of Merger attached hereto as Exhibit 99.2.
ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS.
(c) EXHIBITS
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Exhibit No. Description of Exhibit
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99.1 Press Release dated November 18, 1996 issued by Registrant
99.2 Agreement and Plan of Reorganization entered into as of November
18, 1996, by and among CalComp Technology, Inc., CalComp
Acquisition Sub, Inc., Topaz Technologies, Inc., Andreas Bibl,
Deane Gardner, and John Higginson
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SIGNATURES
Pursuant to the requirements of the Securities and Exchange Act of
1934, the Registrant has duly caused this report to be signed on its behalf by
the undersigned hereunto duly authorized.
Dated: November 18, 1996 CALCOMP TECHNOLOGY, INC.
By:
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John J. Millerick
Chief Financial Officer
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EXHIBIT INDEX
Exhibit No. Description of Exhibit
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99.1 Press Release dated November 18, 1996 issued by Registrant
99.2 Agreement and Plan of Reorganization entered into as of November
18, 1996, by and among CalComp Technology, Inc., CalComp
Acquisition Sub, Inc., Topaz Technologies, Inc., Andreas Bibl,
Deane Gardner, and John Higginson
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