UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
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FORM 8-K
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CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of Earliest Event Reported: December 27, 2005
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X-RITE, INCORPORATED
(Exact name of registrant as specified in its charter)
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Michigan 000-14800 38-1737300
(State or other jurisdiction (Commission File (IRS Employer
of incorporation) Number) Identification No.)
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 December 27, 2005, the Board of Directors of X-Rite, Incorporated (the
"Company") approved the acceleration of vesting of unvested and out of the money
(exercise price above current market price) stock options. These options had
exercise prices equal to or greater than $13.41 per share and had been
previously awarded to employees and officers of the Company. As a result of this
action, options to purchase 396,000 shares of common stock that otherwise would
have vested in 2006 and 2007, became fully vested.
The decision to accelerate the vesting of these options was made primarily to
reduce non-cash compensation expense that would have been recorded in future
periods following the Company's application of Financial Accounting Standards
Board Statement No.123, "Share Based Payment (revised 2004)" ("FAS 123(R)"). The
Company will be required to apply the expense recognition provisions of FAS
123(R) beginning in the first quarter of 2006. As a result of this vesting
acceleration, the Company expects to reduce its non-cash compensation expense
related to theses options by approximately $0.8 million (pre-tax) in the
aggregate over the Company's 2006 and 2007, fiscal years based on estimated
value calculations using the Black-Scholes methodology.
Of the 396,000 options being accelerated, 265,000 options would have vested
according to their normal terms in 2006, while the remaining 131,000 options
would have vested in 2007.
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: December 30, 2005 X-RITE, INCORPORATED
By: /s/ Mary E. Chowning
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Mary E. Chowning
Chief Financial Officer