-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, Nv3Elh2YNN+zUXszgJnL/tbr/hRXubuNz8hRH9j4QEtWjXvVihdTg6uU7qDL7TRc kW7oqU30zYetH8vdmjkX7Q== 0000950109-96-003277.txt : 19960522 0000950109-96-003277.hdr.sgml : 19960522 ACCESSION NUMBER: 0000950109-96-003277 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 19960511 ITEM INFORMATION: Other events ITEM INFORMATION: Financial statements and exhibits FILED AS OF DATE: 19960521 SROS: NONE FILER: COMPANY DATA: COMPANY CONFORMED NAME: SUMMAGRAPHICS CORP CENTRAL INDEX KEY: 0000818470 STANDARD INDUSTRIAL CLASSIFICATION: COMPUTER PERIPHERAL EQUIPMENT, NEC [3577] IRS NUMBER: 060888312 STATE OF INCORPORATION: DE FISCAL YEAR END: 0531 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 000-16071 FILM NUMBER: 96570240 BUSINESS ADDRESS: STREET 1: 8500 CAMERON ROAD CITY: AUSTIN STATE: TX ZIP: 78754-3999 BUSINESS PHONE: 5128731540 MAIL ADDRESS: STREET 1: 60 SILVERMINE ROAD CITY: SEYMOUR STATE: CT ZIP: 06483 8-K 1 FORM 8-K 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): May 11, 1996 SUMMAGRAPHICS CORPORATION - -------------------------------------------------------------------------------- (Exact name of registrant as specified in its charter) Delaware 0-16071 06-0888312 - -------------------------------------------------------------------------------- (State or other (Commission File (IRS Employer jurisdiction of Number) Identification No.) incorporation) 8500 Cameron Road Austin, TX 78754-3999 - -------------------------------------------------------------------------------- (Address of Principal Zip Code Executive Offices)
Registrant's telephone number, including area code: (512)873-1540 Not Applicable -------------- NOT APPLICABLE - -------------------------------------------------------------------------------- (Former name or former address, if changes since last report) Item No. 5 - Other Events The registrant entered into a Plan of Reorganization and Agreement For the Exchange of Stock of CalComp, Inc. For Stock of Summagraphics Corporation (the "Agreement"), dated as of March 19, 1996, pursuant to which CalComp, Inc., a wholly owned subsidiary of Lockheed Martin Corporation, would merge with the Registrant. A copy of the Agreement and certain other documents were attached as Exhibits to the Registrant's Form 8-K dated March 19, 1996 (which was filed with the Commission) and are incorporated herein by reference. The Registrant entered into an Amendment of the Agreement dated as of April 30, 1996 which is attached hereto and incorporated herein by reference. Item No. 7 - Financial Statements, Pro Forma Financial Information and Exhibits (c) Exhibits Exhibit 2 - Amendment Number 1 of Plan of Reorganization and Agreement for the Exchange of Stock of CalComp, Inc. For Stock of Summagraphics Corporation. SIGNATURE Pursuant to the requirements of the Securities and Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized. SUMMAGRAPHICS CORPORATION Dated: May 11, 1996 By: /s/ ROBERT B. SIMS ------------------------------------ Robert B. Sims Senior Vice President Secretary and General Counsel EX-2 2 AMENDED PLAN OF REORGANIZATION EXHIBIT 2 AMENDMENT NUMBER 1 to PLAN OF REORGANIZATION AND AGREEMENT FOR THE EXCHANGE OF STOCK OF CALCOMP INC. FOR STOCK OF SUMMAGRAPHICS CORPORATION BY AND AMONG LOCKHEED MARTIN CORPORATION, A MARYLAND CORPORATION, CALCOMP INC., A CALIFORNIA CORPORATION AND SUMMAGRAPHICS CORPORATION, A DELAWARE CORPORATION DATED AS OF MARCH 19, 1995 dated as of April 30, 1996 TABLE OF CONTENTS 1. Definitions of Terms.................................................... 1 2. Material Adverse Effect................................................. 1 3. Backlog................................................................. 1 4. Rescission of Backlog and Material Adverse Effect Conditions to Closing............................................ 1 5. MAE Variance............................................................ 2 6. Backlog Variance........................................................ 2 7. Modified Effect of a Change in Backlog or a Material Adverse Effect by Summagraphics........................................................... 2 8. Number of Additional Shares of Stock.................................... 2 9. Additional Obligations of Summagraphics................................. 2 A. WARN Notice........................................................ 2 B. Summagraphics Personnel............................................ 2 C. Transition Planning Access......................................... 3 D. Summachrome Purchase Orders........................................ 3 E. Summajet Purchase Orders........................................... 3 F. Large Format Digitizer Purchase Orders............................. 3 G. Temporary Employees................................................ 3 H. Purchase Order Cancellation........................................ 3 I. CO-OP Advertising.................................................. 3 10. Name Change............................................................. 3 11. Corresponding Changes to Other Agreements............................... 3 12. All Other Terms Remain in Effect........................................ 4 AMENDMENT NUMBER 1 to Plan of Reorganization and Agreement for the Exchange of Stock of CalComp Inc. for Stock of Summagraphics Corporation, dated as of March 19, 1996 This Amendment is made and entered into as of April 30, 1996 by and between Lockheed Martin Corporation, a Maryland corporation; CalComp Inc., a California corporation; and Summagraphics Corporation, a Delaware corporation. RECITALS WHEREAS, Lockheed Martin, CalComp and Summagraphics recognize that ongoing operations of Summagraphics require modifications to the Plan of Reorganization entered into by the parties as of March 19, 1996; and WHEREAS, all parties agree to make and accept the following negotiated changes to the Plan of Reorganization and related Exhibits and documents; AND WHEREAS, this Amendment cancels and supersedes any prior Amendment covering the same subject matter hereof; NOW, THEREFORE, the parties hereby agree as follows: AGREEMENT 1. Definitions of Terms. Capitalized terms shall have the same meaning as defined in the Plan of Reorganization and Agreement for the Exchange of Stock of CalComp Inc. for Stock of Summagraphics Corporation by and among the parties hereto dated as of March 19, 1996 (the "Plan of Reorganization"). 2. Material Adverse Effect. The definition of Material Adverse Effect, as defined in Paragraph 1.9(b) of the Plan of Reorganization, is amended by deleting the words "$2,000,000 for Summagraphics" in line 6 and replacing them with the words "$3,400,000 for Summagraphics". 3. Backlog. Committed Backlog, as used in this Amendment, shall mean the Summagraphics Backlog (as defined in Paragraph 3.1(bb) of the Plan of Reorganization) of $2,750,000, but the words "May 31, 1996" shall be deleted and replaced with the words "the Closing Date." 4. Rescission of Backlog and Material Adverse Effect Conditions to Closing. The parties hereby agree to delete Paragraphs 7.2 and 7.11 to the extent that Summagraphics (i) failure to achieve a Material Adverse Effect less than the amount specified in Paragraph 2 above, 1 or (ii) having an actual backlog as of the Closing Date less than the amount specified in Paragraph 3, above, would otherwise constitute a Failure of a Condition Precedent to Closing. 5. MAE Variance. The "MAE Variance" will be the amount by which the actual Material Adverse Effect, as of the Closing, is different from the amount specified in Paragraph 2. A positive variance is considered to be a variance in favor of the Purchaser. For example, if the actual Material Adverse Effect is $3,800,000 and the amount in paragraph 2 is $3,400,000, the MAE Variance is - $400,000. If the actual Material Adverse Effect as of the Closing is $2,500,000, the MAE Variance would be +$900,000. 6. Backlog Variance. The Backlog Variance will be the amount by which the actual Backlog as of the Closing is different from the amount specified in Paragraph 3. A positive variance is considered to be a variance in favor of the Purchaser. For example, if the actual Backlog as of the Closing is $3,500,000 and the Backlog Committed is $2,750,000, the Backlog Variance would be +$750,000. If the actual Backlog as of the Closing is $2,000,000, the Backlog Variance would be -$750,000. 7. Modified Effect of a Change in Backlog or a Material Adverse Effect by Summagraphics. The parties agree that if the sum of the Backlog Variance and the MAE Variance is less than 50, any negative amount will result in Summagraphics issuing additional stock above and beyond any stock issuance otherwise provided for in the Plan of Reorganization. 8. Number of Additional Shares of Stock. Summagraphics will issue such number of additional shares as is indicated by dividing the sum of the MAE Variance and Backlog Variance, if negative, by the average closing prices, as reported in the Wall Street Journal, -- NASDAQ National Market Issues, for the five days preceding Closing, as specified in Paragraph 1.3 of the Plan of Reorganization. The number of shares to be issued (to the nearest whole share) times the share price above must equal the negative variance (if any), but in the event the sum of the MAE and Backlog Variances is positive, the number of shares will not be adjusted. 9. Additional Obligations of Summagraphics. A. WARN notice. Summagraphics will give a WARN Notice to all necessary recipients when directed by CalComp, but not sooner than May 1, 1996. At the time of the WARN Notice, Summagraphics employees so notified shall receive written notification of their full entitlement, including severance. B. Summagraphics Personnel. Following the giving of the WARN Notice (unless earlier agreed to by Summagraphics), Summagraphics will permit reasonable CalComp access to Summagraphics employees for the purpose of interviewing possible future employees and to make offers to selected employees. Such requests will follow a reasonable Summagraphics protocol. 2 C. Transition Planning Access. Summagraphics agrees to cooperate with CalComp as reasonably necessary to support the transition planning actions by CalComp relating to employees, customers, suppliers, lending institutions, landlords, and others. D. Summachrome Purchase Orders. Summagraphics will refrain from issuing any Purchase Orders effective with the date of this Amendment for support of Summachrome production except as may be specifically agreed to in writing by CalComp. This provision is not intended to restrict the production or sale of such units prior to the Closing. E. Summajet Purchase Orders. Summagraphics will refrain from issuing any Purchase Orders effective with the date of this Amendment for support of Summajet production except as may be specifically agreed in writing by CalComp. This provision is not intended to restrict the production or sale of such units prior to the Closing. F. Large Format Digitizer Purchase Orders. Summagraphics will refrain from issuing any Purchase Orders for production after August 31, 1996 for purchase of Large Format Digitizers except as may be specifically agreed to in writing by CalComp. This provision is not intended to restrict the production or sale of such units prior to the Closing. G. Temporary Employees. Summagraphics will eliminate, to the greatest extent reasonably possible, the use of temporary employees. H. Purchase Order Cancellation. Summagraphics will negotiate the cancellation of Purchase Orders for Summajet, Summachrome and Large Format Digitizers to result in a net savings as great as possible. This provision is not intended to restrict the production or sale of such units prior to the Closing. I. CO-OP Advertising. Summagraphics will eliminate, to the greatest extent possible, all Co-operative Advertising expenses related to the Summajet and Summachrome Product Lines. This provision is not intended to restrict the production or sale of such units prior to the Closing. 10. Name Change. Effective as of the Closing, the name of Summagraphics Corporation will be changed to "CalComp Technology, Inc." and the name of CalComp Inc. will not be changed. 11. Corresponding Changes to Other Agreements. By this Amendment, the parties hereby declare that all terms and conditions in the Plan of Reorganization, the Exhibits, or any other agreement between the parties relating to matters covered by this Amendment are deemed amended as necessary to conform to the provisions of this Amendment. 3 12. All Other Terms Remain in Effect. Except as expressly provided herein, all other terms and conditions in the Plan of Reorganization, its Exhibits, and all other agreements between the parties remain unchanged and in effect. IN WITNESS WHEREOF, Lockheed Martin, CalComp and Summagraphics have caused this Agreement to be duly executed by their respective chairman of presidents and their respective seals to be hereunto affixed and attested by their respective secretaries thereunto duly authorized as of the date first written above. LOCKHEED MARTIN CORPORATION By: /s/ Peter B. Teets ------------------------------ Peter B. Teets President - Lockheed Martin Information & Technology Services Sector CALCOMP By: /s/ Gary Long ------------------------------ Gary Long President SUMMAGRAPHICS CORPORATION By: /s/ Michael S. Bennett ------------------------------ Michael S. Bennett President and Chief Executive Officer 4 -----END PRIVACY-ENHANCED MESSAGE-----