4//SEC Filing
COHEN DAVID MICHAEL 4
Accession 0001181431-09-040545
CIK 0000790818other
Filed
Aug 19, 8:00 PM ET
Accepted
Aug 20, 4:57 PM ET
Size
17.0 KB
Accession
0001181431-09-040545
Insider Transaction Report
Form 4
X RITE INCXRIT
COHEN DAVID MICHAEL
Director
Transactions
- Purchase
Series A Preferred Stock
2009-08-18+25,316.481→ 25,316.481 total(indirect: See Footnote) - Purchase
Common Stock Warrant (right to buy)
2009-08-18+1→ 1 total(indirect: See Footnote)Exercise: $0.01→ Common Stock (4,568,527.88 underlying)
Holdings
- 41,870
Common Stock
- 28,613,299(indirect: See Footnote)
Common Stock
Footnotes (5)
- [F1]Pursuant to the Exchange Agreement, dated August 18, 2009, by and among X-Rite, Incorporated (the "Issuer"), OEPX, LLC ("OEPX"), Sagard Capital Partners, L.P., and Tinicum Capital Partners II, L.P., Tinicum Capital Partners II Parallel Fund, L.P. and Tinicum Capital Partners II Executive Fund L.L.C. (the "Exchange Agreement"), OEPX acquired 25,316.48 shares of Series A Preferred Stock of the Issuer, par value $0.10 per share (the "Preferred Stock"), and a warrant (the "Warrant") providing OEPX the right, subject to receipt of shareholder approval as described in further detail below, to acquire 4,568,527.88 shares of Common Stock of the Issuer (the "Warrant Shares") at an initial exercise price of $0.01 per share (subject to anti-dilution adjustments) in exchange for the cancellation of $25,316,480.88 principal amount of loans under the Issuer's Second Lien Credit and Guaranty Agreement, dated October 24, 2007, as amended August 18, 2009.
- [F2]These shares of Preferred Stock were issued pursuant to the Exchange Agreement. The Preferred Stock issued to OEPX pursuant to the Exchange Agreement has an initial liquidation preference of $25,316,480.87 and pays quarterly dividends at an annual rate of 14.375%, which dividends may be paid in cash or in additional shares of Preferred Stock at the Issuer's election. The Issuer is required to redeem all of the then outstanding Preferred Stock on January 23, 2014. The Issuer may, in certain circumstances, pay a portion of the liquidation preference by delivering up to 4,568,527.88 shares of Common Stock of the Issuer (subject to customary adjustments). If the Warrant described in Table II becomes exercisable, this portion of the liquidation preference shall no longer be payable. The Preferred Stock is not convertible into shares of Common Stock of the Issuer.
- [F3]These securities consist of: (i) 28,571,429 shares held by OEPX and (ii) 41,870 shares of restricted stock granted to Colin Michael Farmer. The Reporting Person is an officer of OEP Holding Corporation, a Delaware corporation, which is the general partner of OEP General Partner III, L.P., a Cayman Islands limited partnership, which is the general partner of One Equity Partners III, L.P., a Cayman Islands limited partnership ("OEP"), which is the managing member of OEPX. The shares of restricted stock in clauses (ii) above were granted to Mr. Cohen pursuant to the X-Rite, Incorporated 2008 Long Term Incentive Plan in consideration of his on the Board of Directors of the Issuer, and Mr. Cohen holds these shares for the benefit of OEP.
- [F4]Consists of restricted stock granted pursuant to the X-Rite, Incorporated 2008 Long Term Incentive Plan in consideration of the Reporting Person's service on the Board of Directors of the Issuer. The Reporting Person holds these shares for the benefit of OEP. The Reporting Person disclaims beneficial ownership of all securities described herein except to the extent of his pecuniary interest therein.
- [F5]This Warrant was issued pursuant to the Exchange Agreement. OEPX's right to exercise the Warrant and receive the Warrant Shares is subject to receipt of shareholder approval ("Shareholder Approval") as set forth in the Exchange Agreement. Following the receipt of Shareholder Approval, the Warrant is exercisable by OEPX at any time. If Shareholder Approval is not obtained at the next shareholder meeting of the Issuer, the Warrant will automatically terminate. The Warrant will expire on the earlier of (i) the failure to receive Shareholder Approval and (ii) August 18, 2019. The inclusion of the Warrant herein shall not be deemed to be an admission that the Reporting Person beneficially owns such securities for purposes of Section 16 of the Securities Exchange Act of 1934 or otherwise.
Issuer
X RITE INC
CIK 0000790818
Entity typeother
Related Parties
1- filerCIK 0001447255
Filing Metadata
- Form type
- 4
- Filed
- Aug 19, 8:00 PM ET
- Accepted
- Aug 20, 4:57 PM ET
- Size
- 17.0 KB