UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of Earliest Event Reported: November 12, 2004
X-RITE, INCORPORATED
(Exact name of registrant as
specified in its charter)
Michigan 000-14800 38-1737300
(State or other (Commission (IRS Employer
jurisdiction of File Number) Identification no.)
incorporation)
3100 44th Street S.W.
Grandville, Michigan 49418
(Address of principal executive office) (Zip Code)
Registrant's telephone number,
including area code:
(616) 534-7663
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Check the appropriate box below if the Form 8-K is intended to simultaneously
satisfy the filing obligation of the registrant under any of the following
provisions.
|_| 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 14e-4(c) under the
Exchange Act (17 CFR 240.13e-4(c))
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Item 1.02 Termination of a Material Definitive Agreement
On November 12, 2004 X-Rite, Incorporated (the "Company") reached an
agreement with Lawrence Fleming, Rufus Teesdale, Ted Thompson, Charles VanNamen
and Quinten Ward, five of its Founders, to terminate the original Founders'
Stock Repurchase Agreements entered into in January of 1998. These agreements
covered 3.4 million shares and required the Company to repurchase the shares at
a specified price upon the death of the Founder and his spouse.
The Founders' Agreements were put in place in 1998 to address a specific
concern regarding the Company's stock liquidity. The shift in standards over the
years related to the accounting of these agreements created a significant
impediment for the Company's current and prospective investors who were
evaluating its stock. In the current environment, the Company and its Founders
concluded that the agreements were no longer useful.
As a result of the termination of the Founders' Agreements, the Company
will reverse charges of approximately $9.0 million related to the increase in
the value of the agreements that has occurred since the adoption on July 1,
2003, of Statement of Financial Accounting Standards No. 150 (SFAS No 150),
"Accounting for Certain Financial Instruments with Characteristics of both
Liabilities and Equity." Upon reversal of these charges, the remaining $34.2
million, representing the fair value of the Redemption Agreements as of the
adoption of SFAS No 150, will be reclassified to shareholders' equity.
No Founders' Stock Repurchase Agreements remain in effect.
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 thereunto duly authorized officer.
Dated: November 15, 2004 X-RITE, INCORPORATED
By: /s/ Mary E. Chowning
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Mary E. Chowning
Vice President, Chief Financial Officer