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: September 12, 2006
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X-RITE, INCORPORATED
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Michigan 000-14800 38-1737300
(State or other jurisdiction (Commission File Number) (IRS Employer
of incorporation) 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) 534-7664
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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 13e-4(c) under the Exchange
Act (17 CFR 240.13e-4(c))
Item 5.02. Departure of Directors or Principal Officers; Election of Directors;
Appointment of Principal Officers.
On September 12, 2006, X-Rite, Incorporated ("X-Rite" or the "Company")
announced that it had implemented its previously announced CEO succession plan
in connection with the acquisition of Amazys Holding AG ("Amazys"). Effective
October 1, 2006 Michael C. Ferrara will retire from his positions of CEO and
member of the Board of Directors of X-Rite and Thomas J. Vacchiano Jr. will
become President and Chief Executive Officer as well as a member of the Board of
Directors. Mr. Vacchiano was the President and Chief Executive Officer of Amazys
from January 2001 until the acquisition by X-Rite in July of this year. Mr.
Ferrara will remain available to consult on the transition through the end of
2006.
Mr. Vacchiano entered into an employment agreement with X-Rite in connection
with the acquisition of Amazys under which Mr. Vacchiano had agreed to serve as
President and Chief Operating Officer of X-Rite for a period of three years from
the completion of the Amazys acquisition (July 5, 2006) unless earlier
terminated in accordance with its terms. Mr. Vacchiano's existing employment
agreement provides that if he is promoted to the position of Chief Executive
Officer of X-Rite, X-Rite and Mr. Vacchiano will negotiate a new Employment
Agreement for Mr. Vacchiano. Under the terms of his existing employment
agreement Mr. Vacchiano will (i) receive an annual base salary of $310,000, (ii)
be entitled to participate in any bonus plan or other incentive compensation
program applicable to X-Rite's executives, and (iii) be further entitled to
participate in any long-term incentive compensation program applicable to
X-Rite's executives, with 60 percent to consist of restricted stock awards and
40 percent to consist of stock option awards.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
99.1 Employment Agreement, dated as of January 30, 2006, by and between X-Rite,
Incorporated and Thomas J. Vacchiano (filed as exhibit to Form 8-K dated January
31, 2006 (Commission File No. 0-14800) and incorporated herein by reference)
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.
X-RITE, INCORPORATED
Dated: September 18, 2006 By: /s/ Mary E. Chowning
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Mary E. Chowning
Chief Financial Officer