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: August 23, 2007
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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.)
4300 44th Street S.E.
Grand Rapids, Michigan 49512
(Address of principal executive office) (Zip Code)
Registrant's telephone number, including area code:
(616) 803-2200
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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 August 23, 2007 (the "Signing Date"), X-Rite, Incorporated ("X-Rite" or the
"Company") entered into an Agreement and Plan of Merger (the "Merger Agreement")
with Pantone, Inc. and certain of its affiliated entities (collectively, the
"Pantone Companies") and the stockholders of the Pantone Companies, under which
X-Rite agreed to purchase the Pantone Companies for an aggregate purchase price
of $180 million. The purchase price is subject to an upward adjustment for cash
on hand and a downward adjustment for indebtedness and transaction related
expenses of the Pantone Companies as of the closing date. The purchase price is
subject to further adjustment to the extent of any working capital excess or
deficit relative to target levels of working capital of the Pantone Companies as
specified in the Merger Agreement. The Merger Agreement provides for an escrow
in the amount of $10 million as a source of satisfying potential indemnification
claims under the agreement. The transaction is expected to close in the fall of
2007.
The Merger Agreement contains customary representations and warranties of the
parties. The closing of the transactions is subject to certain closing
conditions, including expiration of the waiting period under the
Hart-Scott-Rodino Act and the absence of a material adverse effect on the
Pantone Companies. Upon satisfaction of the closing conditions set forth in the
Merger Agreement, certain wholly owned subsidiaries of X-Rite will be merged
with and into the Pantone Companies, with the Pantone Companies surviving such
mergers as wholly owned subsidiaries of X-Rite. During the period from the
Signing Date to the closing of the merger, the Pantone Companies have agreed to
conduct their operations in the ordinary course of their business.
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: August 29, 2007 By: /s/ Mary E. Chowning
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Mary E. Chowning
Chief Financial Officer