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: October 3, 2005
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 1.01 Entry into a Material Definitive Agreement
On October 3, 2005 X-Rite, Incorporated (the "Company") entered into two
employment related agreements with Michael C. Ferrara, its Chief Executive
Officer. The first agreement is Amendment No. 1 to the Employment Agreement
between X-Rite, Incorporated and Michael C. Ferrara. This agreement modifies
provisions of the employment agreement entered into between the Company and Mr.
Ferrara dated September 30, 2003. The amendment extends the term of the original
agreement by twelve months and provides for automatic renewal periods should
both parties elect to do so. Furthermore, it defines the vesting period of
restricted stock grants during the extension period and provides certain minimal
financial planning benefits to Mr. Ferrara for the years 2005 and beyond. The
amendment also defines the method by which either party may terminate it prior
to expiration of the then current term, as well as describe the basis for
severance pay and benefits calculations.
The Company has also entered into an agreement to provide certain medical,
dental and prescription drug benefits to Mr. Ferrara following his employment
with the Company. These benefits are comparable to those provided the Company's
employees and will be secondary to all Medicare benefits for which Mr. Ferrara
is eligible. The Company's obligation under this agreement will expire on
December 31, 2015. Should Mr. Ferrara's employment terminate at the completion
of his current employment agreement on December 31, 2008 this health plan will
be active for a period of seven years.
Item 9.01 Financial Statements and Exhibits.
(c) Exhibit.
10.1 Amendment No. 1 to the Employment Agreement between X-Rite, Incorporated
and Michael C. Ferrara.
10.2 X-Rite, Incorporated Michael C. Ferrara Special Post Employment Health Plan
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: October 6, 2005 X-RITE, INCORPORATED
By: /s/ Mary E. Chowning
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Mary E. Chowning
Chief Financial Officer