8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C.  20549

FORM 8-K

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15 (d) OF

THE SECURITIES EXCHANGE ACT OF 1934

Date of Report (Date of earliest event reported):  August 22, 2011

GERBER SCIENTIFIC, INC.

(Exact name of Registrant as specified in its charter)

CONNECTICUT	001-05865	06-0640743
(State or other jurisdiction of incorporation)	(Commission File No.)	(I.R.S. Employer Identification No.)

24 Industrial Park Road West, Tolland, Connecticut	06084
(Address of principal executive offices)	(Zip Code)

Registrant’s Telephone Number, including area code: (860) 870-2890

Not Applicable

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing 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 1.01  Entry into a Material Definitive Agreement

On August 22, 2011, in connection with the Merger, as defined below, Gerber Scientific, Inc. (the “Company”) and certain of its affiliates entered into a credit agreement (the “Credit Agreement”) with Fortress Credit Co LLC, as lender, collateral agent and administrative agent, providing for a senior secured financing facility in aggregate of $60 million (the “Financing Facility”), consisting of (i) a $10 million revolving credit facility of which no amounts were drawn at the closing of the Merger, as defined below, and (ii) a $50 million term loan facility.  Interest under the Financing Facility is payable at a LIBOR-based rate, with a floor of 1.5%, plus 6.0% and is payable in cash monthly in arrears.  The borrowers under the senior secured facilities are the Company and Gerber Scientific International, Inc., its direct subsidiary.  The Financing Facility is guaranteed by certain parent corporations of the Company as well as one domestic subsidiary. The Financing Facility is secured, subject to permitted liens and other agreed upon exceptions, by a first priority lien on substantially all the assets of the Company including the stock of certain of its subsidiaries, but excluding amounts received by the Company relating to the litigation which is the subject of that certain Contingent Cash Consideration Agreement, dated August 22, 2010, among the Company, the initial Committee Members thereunder and Computershare Trust Company, N.A. and Kurtzman Carson Consultants LLC, as Paying Agent (the “CCC Agreement”), and any and all rights under the CCC Agreement.  The Financing Facility contains customary affirmative and negative covenants.

Item 1.02  Termination of a Material Definitive Agreement.

On August 22, 2011, in connection with the Merger, as defined below, the Amended and Restated Credit and Guaranty Agreement, dated as of March 1, 2011, among the Company, certain subsidiaries of the Company, Bank of America, N.A. and HSBC Bank USA, National Association as lenders, Sovereign Bank as lender and documentation agent, and RBS Citizens, N.A. as lender, lead arranger, bookrunner and administrative agent, was paid in full and terminated.

Item 2.01  Completion of Acquisition or Disposition of Assets.

As previously disclosed, the Company entered into an Agreement and Plan of Merger (the “Merger Agreement”) with Vector Knife Holdings (Cayman), Ltd. (“Parent”) and Knife Merger Sub, Inc. (“Merger Sub”), controlled affiliates of Vector Capital Corporation (“Vector”), on June 10, 2011. On August 22, 2011, pursuant to the Merger Agreement, Merger Sub merged with and into the Company (the “Merger”), with the Company surviving as a wholly-owned subsidiary of Parent (the “Surviving Corporation”). Upon completion of the Merger, the Company became a controlled affiliate of Vector.

The disclosure under Item 3.03 below is incorporated herein by reference.

Item 3.01  Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing.

As a result of the transactions described above in Item 2.01 hereof, which is incorporated herein by reference, the Company requested on August 22, 2011 that the New York Stock Exchange (the “NYSE”) suspend trading of Company common stock effective as of the close of business on August 22, 2011. The Company also requested on August 22, 2011that the NYSE file with the Securities and Exchange Commission (the “SEC”) a Notification of Removal from Listing and/or Registration under Section 12(b) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), on Form 25 to effect the delisting of Gerber Scientific, Inc. common stock from the NYSE and the deregistration of Gerber Scientific, Inc. common stock under Section 12(b) of the Exchange Act.

Item 3.03  Material Modification to Rights of Security Holders.

As previously disclosed, the Merger Agreement was approved by the Company’s shareholders at the special meeting of the shareholders of the Company held on August 18, 2011.

Pursuant to the Merger Agreement, on August 22, 2011, each share of Company common stock outstanding immediately prior to the effective time of the Merger (other than shares held by Parent, Merger Sub, any other subsidiary of Parent or any subsidiary of the Company) was converted into the right to receive $11.00 in cash, without interest, and a non-transferable contractual right to receive additional contingent cash consideration payments if net recoveries are obtained in connection with certain claims for infringement of a Company patent covering “print to cut” technology pursuant to the CCC Agreement. Upon the effective time of the Merger, holders of Company common stock immediately prior to the effective time of the Merger ceased to have any rights as shareholders in the Company.

Item 5.01  Changes in Control of Registrant.

The disclosure under Items 2.01, 3.01 and 3.03 above and Item 5.02 below is incorporated herein by reference.

The aggregate consideration paid in connection with the Merger was approximately $283 million, which consideration was funded by equity financing from Vector and CITIC Capital Partners Limited and by borrowings under the Credit Agreement described in Item 1.01 above.

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

The disclosure under Item 2.01 above is incorporated herein by reference.

In accordance with the Merger Agreement, the following individuals tendered their resignations as directors of the Company effective as of the effective time of the Merger: Donald P. Aiken, Marc T. Giles, Randall D. Ledford, John R. Lord, James A. Mitarotonda, Javier Perez, Carole F. St. Mark and W. Jerry Vereen.

Messrs. Ledford, Lord, Perez and Vereen were members of the Company’s Audit and Finance Committee. Ms. St. Mark and Messrs. Ledford and Vereen were members of the Company’s Nominating and Corporate Governance Committee. Finally, Ms. St. Mark and Messrs. Lord, Mitarotonda and Vereen were members of the Company’s Management Development and Compensation Committee.

Item 5.03  Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.

The disclosure under Item 2.01 above is incorporated herein by reference.

Pursuant to the terms of the Merger Agreement, at the effective time of the Merger, the certificate of incorporation of the Surviving Corporation was amended as set forth in Exhibit A to the Merger Agreement (the “Amended Certificate of Incorporation”) and the bylaws of Merger Sub as in effect immediately prior to the effective time of the Merger became the bylaws of the Surviving Corporation (the “Bylaws”). Copies of the Amended Certificate of Incorporation and the Bylaws are attached as Exhibits 3.1 and 3.2, respectively, and are incorporated herein by reference.

Item 8.01  Other Events.

On August 22, 2011, the Company and Vector released a news release announcing the completion of the Merger. A copy of the news release is attached as Exhibit 99.1 and is incorporated herein by reference.

Forward-looking Statements

Certain statements herein are “forward-looking statements” within the meaning of Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934. Words such as “anticipates,” “will,” “could,” “should,” “believes,” “expects,” “estimates,” “intends,” “plans,” “projects,” and similar expressions, may identify such forward-looking statements. Such forward-looking statements involve risks and uncertainties regarding the Company's expected financial condition, results of operations and cash flows. For information identifying other important economic, political, regulatory, legal, technological, competitive and other uncertainties, readers are referred to the Company's filings with the SEC, including but not limited to, the information included in the Company’s Annual Report on Form 10-K for the fiscal year ended April 30, 2011, which outlines certain important risks regarding the Company's forward-looking statements, as well as information included in subsequently filed Quarterly Reports on Form 10-Q and Current Reports on Form 8-K. These risks include, but are not limited to, delays in the Company’s new product development and commercialization, intense competition in markets for each of the Company’s operating segments, rapid technological advances, availability and cost of raw materials, adverse economic and credit market conditions, volatility in foreign currency exchange rates, and fluctuations in interest rates.Actual future results or events may differ materially from these forward-looking statements. The forward-looking statements contained herein are made as of the date of this filing and the Company expressly disclaims any obligation to update any of these forward-looking statements, except as required by law.

Item 9.01  Financial Statements and Exhibits

(d)  Exhibits

The following documents are furnished herewith as exhibits to this report:

Exhibit Number	Description of Exhibit
3.1	Amended Certificate of Incorporation of Gerber Scientific, Inc.
3.2	Bylaws of Gerber Scientific, Inc.
99.1	News Release dated August 22, 2011

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 hereunto duly authorized.

	GERBER SCIENTIFIC, INC.
Date:  August 24, 2011	By:	/s/ William V. Grickis, Jr.
		William V. Grickis, Jr.
		Senior Vice President, Secretary
		& General Counsel

EXHIBIT INDEX

Exhibit Number	Description of Exhibit
3.1	Amended Certificate of Incorporation of Gerber Scientific, Inc.
3.2	Bylaws of Gerber Scientific, Inc.
99.1	News Release dated August 22, 2011

EX-3.1

Exhibit 3.1

AMENDED

CERTIFICATE OF INCORPORATION

OF

GERBER SCIENTIFIC, INC.

FIRST:  The name of the corporation is Gerber Scientific, Inc. (the “Corporation”).

SECOND:  The number of shares of stock that the Corporation is authorized to issue is one hundred (100), par value $0.01 per share, all of which shares are designated as common stock (the “Common Stock”).  The Common Stock shall have unlimited voting rights and shall be entitled to receive the net assets of the Corporation upon dissolution.

THIRD:  The street address of the Corporation’s registered office is c/o CT Corporation System, One Corporate Center, Floor 11, Hartford, CT 06103, and the name of its initial registered agent at such office is CT Corporation System.

FOURTH:  The purposes for which the Corporation is organized is to engage in any lawful act or activity for which corporations may be organized under the Connecticut Business Corporation Act (the “CBCA”).

FIFTH: The personal liability of any director to the Corporation or its shareholders for monetary damages for breach of duty as a director is hereby limited to the amount of the compensation received by the director for serving the Corporation during the year of the violation if such breach did not (a) involve a knowing and culpable violation of law by the director, (b) enable the director or an associate, as defined in subdivision (2) of Section 33-840 of the CBCA, to receive an improper personal economic gain, (c) show a lack of good faith and a conscious disregard for the duty of the director to the Corporation under circumstances in which the director was aware that his or her conduct or omission created an unjustifiable risk of serious injury to the Corporation, (d) constitute a sustained and unexcused pattern of inattention that amounted to an abdication of the director's duty to the Corporation, or (e) create liability under Section 33-757 of the CBCA. Any lawful repeal or modification of this provision by the shareholders and the Board of Directors of the Corporation shall not adversely affect any right or protection of a director existing at or prior to the time of such repeal or modification.

SIXTH:  Indemnification.

1.           The Corporation shall indemnify its directors for liability, as defined in Section 33-770(3) of the CBCA, to any person for any action taken, or any failure to take any action, as a director, except liability that: (a) involved a knowing and culpable violation of law by the director; (b) enabled the director or an associate (as defined in Section 33-840 of the CBCA) to receive an improper personal gain; (c) showed a lack of good faith and conscious disregard for the duty of the director to the Corporation under circumstances in which the director was aware that the director's conduct or omission created an unjustifiable risk of serious injury to the Corporation; (d) constituted a sustained and unexcused pattern of inattention that amounted to an abdication of the director's duty to the Corporation; or (e) created liability under Section 33-757 of the CBCA. Notwithstanding anything in the preceding sentence to the contrary, the Corporation shall be required to indemnify a director in connection with a proceeding commenced by such director only if (i) the commencement of such proceeding by the director was authorized by the Board of Directors of the Corporation or (ii) such proceeding was brought to establish or enforce a right of indemnification under this Section or the By-Laws of the Corporation. This Article SIXTH shall not affect the indemnification or advance of expenses to a director for any liability stemming from acts or omissions occurring prior to the effective date of this Article SIXTH. Any lawful repeal or modification of this Article SIXTH or the adoption of any provision inconsistent herewith by the Board of Directors and the shareholders of the Corporation shall not, with respect to a person who is or was a director, adversely affect the indemnification or advance of expenses to such person for any liability stemming from acts or omissions occurring prior to the effective date of such repeal, modification or adoption of a provision inconsistent herewith.

2.           The Corporation shall not be obligated by Section 33-776(d) of the CBCA to indemnify, or advance expenses, to any current or former employee or agent of the Corporation who is not a director of the Corporation. However, the Corporation may, at the discretion of the Board of Directors, indemnify, or advance expenses to, any current or former employee or agent of the Corporation, who is not a director, to the fullest extent permitted by law.

ACCEPTANCE OF APPOINTMENT OF REGISTERED AGENT
The undersigned registered agent of the Corporation specified in Article THIRD above hereby consents to such appointment.
CT CORPORATION SYSTEM
By:	/s/ JENNIFER QUINN
	Name:  Jennifer Quinn
	Title:    Assistant Secretary

EX-3.2

Exhibit 3.2

AMENDED AND RESTATED BYLAWS

OF

GERBER SCIENTIFIC, INC.

ARTICLE I.  GENERAL

Section 1.    Purpose.  These bylaws are intended to supplement and implement applicable provisions of law and of the certificate of incorporation of this Corporation with respect to the regulation of the affairs of this Corporation.

Section 2.    Principal Office of Corporation.  The principal office of the Corporation is 24 Industrial Park Road, South Windsor, Connecticut 06074.  The board of directors shall have the power to change the location of the principal office from time to time and to establish such additional offices as it shall determine in its discretion.

ARTICLE II.  MEETINGS OF SHAREHOLDERS

Section 1.    Location.  Shareholders' meetings shall be held at the principal office of the Corporation, or at such other place, either within or outside the State of Connecticut, as shall be designated by the board of directors.

Section 2.    Shareholder Action; How Taken.  Any action required or permitted to be taken by the shareholders of the Corporation must be effected at a duly called annual or special meeting of such holders and may not be effected by any consent in writing by such holders unless the consent sets forth the action so taken or to be taken and is signed by all of the persons who would be entitled to vote upon such action at a meeting, or by their duly authorized attorneys.

Section 3.    Annual Meeting.  The annual meeting of shareholders of the Corporation shall be held on such day and at such hour as the board of directors may prescribe.  At each annual meeting of shareholders, the shareholders shall elect directors and shall transact such other business as may properly come before the meeting.

Section 4.    Special Meeting.  Special meetings of the shareholders, for any purpose or purposes, unless otherwise prescribed by statute, may be called by the president or by the board of directors, and shall be called by the president at the request of the holders of not less than ten percent (10%) of all of the votes entitled to be cast on any issue proposed to be considered at the proposed special meeting delivered to the secretary in accordance with the provisions of the Connecticut Business Corporation Act (the "CBCA").

Section 5.    Notice.  Notice of the time, place and purpose of the annual meeting or any special meeting of shareholders shall be given by mailing notice of the same at least ten (10) days but not more than sixty (60) days prior to the meeting to each shareholder of record of the Corporation entitled to vote at such meeting.  Notice of any shareholder's meeting may be waived in writing, by any person or persons entitled to such notice, whether before or after the time stated therein.

Section 6.    Shareholders' Quorum and Voting Requirements.  A majority of the votes entitled to be cast on a matter constitutes a quorum for action on that matter.  Once a share is represented for any purpose at a meeting, it is deemed present for quorum purposes for the remainder of the meeting and for any adjournment of that meeting, unless a new record date is or must be set for that adjourned meeting.

Section 7.    Votes Required for Shareholders' Action.  Unless the CBCA, or the certificate of incorporation require a greater number of affirmative votes, actions to be voted upon by the shareholders at a meeting at which a quorum is present shall be approved if the votes cast by shareholders entitled to vote on such action exceed the votes cast in opposition to such action.

Section 8.    Adjournment of Meetings.  The shareholders present, in person or by proxy, at any special meeting of shareholders, may, by the affirmative vote of a majority of the voting power of the shares represented at such meeting and entitled to vote thereat, adjourn from time to time as they see fit, whether or not such number constitutes a quorum, and no notice of such adjournment need be given.

ARTICLE III.  DIRECTORS

Section 1.    Authority.  The business, property and affairs of the Corporation shall be managed by or under the direction of its board of directors, which may exercise all such authority and powers of the Corporation and do all such lawful acts and things as are not by statute or the certificate of incorporation or by these bylaws directed or required to be exercised or done by shareholders.

Section 2.    Number.  The number of directors who will constitute the entire board of directors shall not be less than one (1) nor more than seven (7) and shall initially be three (3).  The number of directors at any time within the limits specified above shall be the number fixed by resolution of the board of directors.

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Section 3.    Removal.  Any director may be removed from office by the shareholders with or without cause in accordance with the provisions of the CBCA.

Section 4.    Vacancies.  Any vacancy occurring on the board of directors, including a vacancy resulting from an increase in the number of directors, may be filled by the shareholders or by the affirmative vote of a majority of the remaining directors though less than a quorum of the Board.  A director elected to filla vacancy shall be elected for the unexpired term of his predecessor and until his successor is duly elected and qualified.

Section 5.    Committees.  The board of directors may create one or more committees and appoint members of the board of directors to serve on them.  Each committee shall have two or more members, who serve at the pleasure of the board of directors.

ARTICLE IV.  MEETINGS OF DIRECTORS

Section 1.    Annual Meeting.  A regular meeting of the board of directors shall be held without notice immediately after the annual shareholders' meeting or as soon thereafter as convenient.

Section 2.    Other Regular Meetings.  All other regular meetings of the board of directors may be held at such time and place as the board of directors may determine and fix by resolution.

Section 3.    Special Meetings.  Special meetings of the board of directors may be held at any place upon call of the president, or in the event of his absence or inability to act, upon call of any two or more directors, provided two days' notice oral or written is given to each director.

Section 4.    Special Meeting Notices.  Neither the business to be transacted at, nor the purpose of, any special meeting of the board of directors need be specified in the notice or waiver of notice of such meeting.  Notice of any special meeting may be waived in writing by the person or persons entitled to notice.  The attendance of any director at a meeting, without protesting the lack of proper notice prior to or at the commencement of the meeting, shall be deemed to be a waiver of notice of such meeting by such director.

Section 5.    Quorum and Voting.

(a)    A quorum for a meeting of the board of directors consists of a majority of the entire board of directors.

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(b)    If a quorum is present when a vote is taken, the affirmative vote of a majority of directors present is the act of the board of directors.

Section 6.    Action Without Meeting.  Any corporate action which can be authorized at a meeting of the board of directors, or a committee thereof, may be authorized without such a meeting, provided that all of the directors or all of the members of a committee thereof, as the case may be, consent in writing to such action.  The secretary of the Corporation shall file such consents with the minutes of the meetings of the board of directors.

ARTICLE V.  OFFICERS

Section 1.    Manner of Election and Delegation.  The board of directors shall have the power to choose, appoint and employ such officers, employees and agents as it may deem the interest of the Corporation requires and to fix the compensation and define the powers and duties of all such officers, employees and agents.  All such officers, employees and agents shall be subject to the order of the board of directors, shall hold their offices at the pleasure of the board of directors, and may be removed at any time by the board of directors at its discretion.

Section 2.    Titles.  The officers of the Corporation shall consist of a president and a secretary and such other officers as the board of directors may from time to time elect or appoint.  Any two or more offices may be held by the same person.

Section 3.    Election and Term of Office.  The officers of the Corporation shall be elected by the board of directors annually at the regular meeting of the board of directors held after each annual meeting of the shareholders and, in addition, at such other times as the board of direc­tors deems it to be in the best interests of the Corporation.  Each officer shall hold office until his successor shall have been duly elected or appointed and shall have qualified or until his death or until he shall resign or shall have been removed in the manner hereinafter provided.

Section 4.    Removal.  Any agent, employee or officer of the Corporation may be removed by the board of directors.  Any such removal may be made with or without cause whenever in the judgment of the board of directors, the best interests of the Corporation would be served thereby, but such removal shall be without prejudice to the contract rights, if any, of the person so removed.

Section 5.    Vacancies.  A vacancy in any office, because of death, resignation, removal, disqualification or otherwise, may be filled by the board of directors for the unexpired portion of the term.

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Section 6.    President.  The president shall generally supervise the business and affairs of the Corporation subject to the control of the board of directors.  The president shall, when present, preside at all meetings of the shareholders and the board of directors.  The president shall perform such other duties as may be prescribed by the board of directors from time to time.

Section 7.    Secretary.  The secretary shall keep the minutes of the shareholders' and of the directors' meetings in one or more books provided for that purpose, see that all notices are duly given in accordance with the provisions of these bylaws or as required, be custodian of the corporate records and of the seal of the corporation and keep a register of the post office address of each shareholder which shall be furnished to the secretary by such shareholder, have general charge of the stock transfer books of the Corporation, execute certificates as to any action taken by the shareholders, directors, any officer or any representative of the Corporation, which certificates shall constitute, as to all persons who rely thereon in good faith, conclusive evidence of such action, and in general perform all duties incident to the office of the secretary and such other duties as from time to time may be assigned to him by the president or by the directors.

Section 8.    Compensation.  The salaries of all officers of the Corporation shall be fixed from time to time by the board of directors.  No officer shall be prevented from receiving such salary by reason of the fact that he is also a director of the Corporation.

ARTICLE VI.  SHARES

Section 1.    Certificates.  Each shareholder shall be entitled to a certificate evidencing the shares of the Corporation owned by such shareholder.  Certificates representing shares of the Corporation shall be in such form as shall be determined by the board of directors.  Such certificates shall be signed by either the president and by the secretary or by such other officers authorized by law and by the board of directors.  All certificates for shares shall be consecutively numbered or otherwise identified.  The name and address of the shareholders, the number of shares and date of issue, shall be entered on the share transfer books of the Corporation. All certificates surrendered to the Corporation for transfer shall be canceled, and no new certificate shall be issued until the former certificate for a like number of shares shall have been surrendered and canceled.

Section 2.    Transfers.  Shares of stock may be transferred on the books of the Corporation by the surrender to the Corporation or its transfer agent of the certificate therefor properly endorsed or accompanied by a written assignment and power of attorney properly executed, with necessary stamps affixed, and with such proof of the authenticity of signature as the Corporation or its transfer agent may reasonably require.  Upon such surrender to the Corporation or the transfer agent of the Corporation, the Corporation shall issue a new certificate to the person entitled thereto, and cancel the old certificate; every such transfer shall be entered on the transfer book of the Corporation which shall be kept at its principal office.

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ARTICLE VII.  MISCELLANEOUS

Section 1.    Fiscal Year.  The fiscal year of the Corporation shall begin on the first day of May and end on the last day of April in each year.

Section 2.    Seal.  The corporate seal shall have inscribed thereon the name of the Corporation, the state of incorporation and the words "Corporate Seal".

ARTICLE VIII.  AMENDMENT

        Subject to the provisions of the CBCA, the certificate of incorporation and these bylaws, bylaws may be adopted, amended or repealed at any regular meeting of the shareholders (or at any special meeting thereof duly called for that purpose) by a majority of the voting power of the shares entitled to vote thereon, provided that in the call for such special meeting notice of such purpose shall be given.  Subject to the CBCA, the certificate of incorporation and these bylaws, bylaws may be adopted, amended or repealed at any meeting of the board of directors by the affirmative vote of a majority of the entire board of directors.

ARTICLE IX.  INDEMNIFICATION

Section 1.    Indemnification.  To the fullest extent permitted by law, the Corporation shall indemnify any current or former director or officer of the Corporation and may, at the discretion of the board of directors, indemnify any current or former employee or agent of the Corporation against all liabilities, expenses, judgments, fines and amounts paid in settlement actually and reasonably incurred by such individual in connection with any threatened, pending or completed action, suit or proceeding brought by or in the right of the Corporation or otherwise, to which such individual was or is a party or is threatened to be made a party by reason of such individual's current or former position with the Corporation or by reason of the fact that such individual is or was serving, at the request of the Corporation, as a director, officer, partner, trustee, employee or agent of another corporation, partnership, joint venture, trust, employee benefit plan or other entity.  Notwithstanding the preceding sentence, the Corporation shall not be required to indemnify an indemnitee in connection with a proceeding (or part thereof) commenced by the Corporation against the indemnitee or commenced by the indemnitee against the Corporation.

Section 2.    Advance of Expenses.  The Corporation shall advance funds to pay for or reimburse the reasonable expenses incurred by a current or former director who is or was a party to a proceeding because he is or was a director or officer if he delivers to the Corporation:  (i) a written affirmation of his good faith belief that he has met the relevant standard of conduct or that the proceeding involves conduct for which liability has been eliminated under a provision of the Corporation's certificate of incorporation; and (ii) his written undertaking to repay any funds advanced if he is not entitled to mandatory indemnification under the Connecticut Business Corporation Act and it is ultimately determined that he has not met the relevant standard of conduct required by the Corporation's certificate of incorporation or by of the Connecticut Business Corporation Act.  The Corporation, in its discretion, may advance funds to any current or former officer, employee or agent of the Corporation upon such terms and conditions as the board of directors deems appropriate.

END OF BYLAWS

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EX-99.1

Exhibit 99.1

Vector Capital Completes Acquisition of Gerber Scientific, Inc.

TOLLAND, Conn.--(BUSINESS WIRE)-- Gerber Scientific, Inc. (NYSE:GRB), a leading international supplier of sophisticated automated manufacturing systems for the sign making, specialty graphics, packaging, apparel and industrial industries, today announced the completion of its acquisition by funds managed by Vector Capital, a global private equity firm specializing in the technology sector, in a transaction valued at approximately $283 million. CITIC Capital Partners, a leading China based private equity firm, will take a minority stake in Gerber Scientific alongside Vector.

On August 18, 2011, Gerber Scientific’s stockholders approved the take-private transaction at a special meeting of the stockholders. Under the terms of the merger agreement, Gerber Scientific stockholders will receive $11.00 per share in cash, plus a non-transferable contractual right to receive additional contingent cash consideration payments if net recoveries are obtained in connection with certain claims for infringement of a Gerber Scientific patent covering “print to cut” technology. Gerber Scientific common stock will be delisted from the New York Stock Exchange.

Simultaneous with the take-private of Gerber, Vector divested Spandex, a Gerber business unit and trade supplier to the sign making and display industries in Europe and Australia, to funds managed by Gilde Buy Out Partners, a European private equity firm. Going forward, Spandex will operate as an independent company.

“We are delighted to be working with Vector Capital to execute on our long-term vision,” said Marc Giles, President and Chief Executive Officer of Gerber Scientific. “We believe Vector Capital and CITIC Capital Partners have the global capabilities, financial resources and industry expertise that will allow us to capitalize on our expansive global infrastructure, dedicated employees and loyal customer base to continue to deliver innovative automation solutions to the markets we serve.”

Giles added, “The sale of Spandex is part of our overall strategy to concentrate on our technology-intensive, global businesses, namely, Gerber Technology, which serves the apparel and industrial markets, and Gerber Scientific Products, a major player in the sign making and specialty graphics business. Spandex will continue to serve as a distributor for Gerber Scientific Products in Europe.”

Amish Mehta, a Partner at Vector commented, “We are excited to partner with Gerber Scientific’s talented team to deliver cutting-edge products and services to its global customer base. We believe Gerber Scientific is well positioned to capitalize on growth opportunities globally. We are committed to assisting Gerber in accelerating its growth in the Apparel and Industrial market segment, both organically and through acquisitions.”

Gerber Scientific’s Board of Directors was advised by Cravath Swaine & Moore and RA Capital Advisors. Davis Polk & Wardwell served as a legal advisor to Vector.

About Gerber Scientific

Gerber Scientific, Inc. is a leading international supplier of sophisticated automated manufacturing systems for the sign making, specialty graphics, packaging, apparel and industrial industries. Headquartered in Tolland, Connecticut, the Company operates through Gerber Scientific Products and Gerber Technology. For more information about each, please visit www.gerbertechnology.com and www.gerberscientific.com.

About Spandex

Spandex is one of the world´s leading trade suppliers to the sign making and display industries. The company is specialized in marketing, sales, distribution and support of sign making equipment and materials, digital printing solutions as well as sign- and directory systems. Representing the leading brands in the industry, Spandex serves a vast number of customers that rely on Spandex’ broad range of solutions, professional advice and service as well as customized solutions. For more information, please visit www.spandex.com.

About Vector Capital

With over $2 billion of capital, Vector Capital is a leading global private equity firm specializing in spinouts, buyouts and recapitalizations of established technology businesses. Vector identifies and pursues these complex investments in both the private and public markets. Vector actively partners with management teams to devise and execute new financial and business strategies that materially improve the competitive standing of these businesses and enhance their value for employees, customers and shareholders. Among Vector’s notable investments are Aladdin Knowledge Systems, Certara, Corel, LANDesk, Precise Software, Printronix, RAE Systems, Register.com, SafeNet, Savi Technology, Trafficmaster, WatchGuard Technologies, and WinZip. For more information, please visit www.vectorcapital.com.

About CITIC Capital Partners

CITIC Capital Partners (CCP) is the private equity arm of CITIC Capital Holdings Limited (CITIC Capital), an alternative investment management and advisory company primarily based in China. CCP has more than $2.2 billion under management and invests globally in companies which are capitalizing upon the growth and productive resources of the Chinese economy through its China, Japan and the U.S. offices. Together with its Real Estate, Structured Investment & Finance and Asset Management businesses, CITIC Capital manages over $3.8 billion of capital from a diverse group of international and domestic investors. For more information, please visit www.citiccapital.com.

Forward-looking Statements

Any statements in this news release not relating to historical matters are “forward-looking statements” within the meaning of Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934. Words such as “anticipates,” “will,” “could,” “should,” “believes,” “expects,” “estimates,” “intends,” “plans,” “projects,” and similar expressions, may identify such forward-looking statements. The forward-looking statements contained in this news release involve risks and uncertainties regarding the Company’s expected financial condition, results of operations and cash flows. For information identifying other important economic, political, regulatory, legal, technological, competitive and other uncertainties, readers are referred to the Company’s filings with the SEC, including but not limited to, the information included in the Company’s Annual Report on Form 10-K for the fiscal year ended April 30, 2011, which outlines certain important risks regarding the Company’s forward-looking statements, as well as information included in subsequently filed Quarterly Reports on Form 10-Q and Current Reports on Form 8-K. These risks include, but are not limited to, delays in the Company’s new product development and commercialization, intense competition in markets for each of the Company’s operating segments, rapid technological advances, availability and cost of raw materials, adverse economic and credit market conditions, volatility in foreign currency exchange rates and fluctuations in interest rates. Actual future results or events may differ materially from these forward-looking statements. The forward-looking statements contained in this release are made as of the date of this release and the Company expressly disclaims any obligation to update any of these forward-looking statements, except as required by law.

Contacts

Gerber Scientific

Michael Elia, 860-870-2890

Chief Financial Officer

Debbie Marconi, 860-896-2068

Director of Global Marketing Communications

debbie.marconi@gerbertechnology.com

or

Vector Capital

Keren Ackerman, 415-293-5102

Director of Investor Relations

kackerman@vectorcapital.com

Source: Vector Capital