-----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, OoMt+LSMBxUrDBd7jpAFwUoC5fhKS4KHrND+af3mhUXBHD5tu4gZXrgFseMGF0bZ GO5eaao6WVpmaGzb8+xsOg== 0001017062-98-000646.txt : 19980331 0001017062-98-000646.hdr.sgml : 19980331 ACCESSION NUMBER: 0001017062-98-000646 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 19980329 ITEM INFORMATION: ITEM INFORMATION: FILED AS OF DATE: 19980330 SROS: NASD FILER: COMPANY DATA: COMPANY CONFORMED NAME: CALCOMP TECHNOLOGY INC CENTRAL INDEX KEY: 0000818470 STANDARD INDUSTRIAL CLASSIFICATION: COMPUTER PERIPHERAL EQUIPMENT, NEC [3577] IRS NUMBER: 060888312 STATE OF INCORPORATION: DE FISCAL YEAR END: 1229 FILING VALUES: FORM TYPE: 8-K SEC ACT: SEC FILE NUMBER: 000-16071 FILM NUMBER: 98577379 BUSINESS ADDRESS: STREET 1: 2411 W LA PALMA AVE CITY: ANAHEIM STATE: CA ZIP: 92803 BUSINESS PHONE: 5128731540 MAIL ADDRESS: STREET 1: 60 SILVERMINE ROAD CITY: SEYMOUR STATE: CT ZIP: 06483 FORMER COMPANY: FORMER CONFORMED NAME: SUMMAGRAPHICS CORP DATE OF NAME CHANGE: 19920703 8-K 1 FORM 8-K / 3-29-98 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): March 29, 1998 CALCOMP TECHNOLOGY, INC. (Exact Name of Registrant as Specified in Charter) Delaware 0-16071 06-0888312 (State or Other Jurisdiction (Commission (IRS Employer of Incorporation) File Number) Identification No.)
2411 West La Palma Avenue, Anaheim, CA 92803 (Address of Principal Executive Offices) (Zip Code) (714) 821-2000 (Registrant's Telephone Number, including Area Code) Not Applicable (Former Name or Former Address, if Changed Since Last Report) Item 5. Other Events On March 29, 1998, the Registrant and Eastman Kodak Co. ("Kodak") entered into a Patent License and Joint Development Agreement (the "Joint Development Agreement") covering a project (the "Project") for the joint development of the Registrant's existing CrystalJet piezo inkjet technology into a range of piezo inkjet products, printers and consumables for commercial application. The Joint Development Agreement has a term of five years and provides for the contribution by Kodak to the Project of up to $36,000,000, with $20,000,000 having been advanced upon the signing of the Joint Development Agreement and up to an additional $16,000,000 to be funded incrementally over the term upon the achievement of certain milestones and the occurrence of certain events. The Joint Development Agreement also provides for royalties to be paid by Kodak to the Registrant in respect of licenses granted thereunder by the Registrant to Kodak which allow Kodak under certain circumstances to exploit the inkjet technology developed pursuant to the Project. The Joint Development Agreement provides that Kodak will also provide technical personnel to work on the project, but that except as otherwise contemplated by the Joint Development Agreement, the Registrant will fund all other development and manufacturing expenses relating to the Project. In the event during the term the Registrant desires to sell any of the CrystalJet assets related to the assets acquired by the Registrant from Topaz Technologies, Inc. (the "Topaz Assets"), under the Joint Development Agreement the Registrant will be required to offer to Kodak a right of first refusal to purchase such Topaz Assets. The Joint Development Agreement also contemplates OEM Agreements between the parties providing for the sale of future developed products by the Registrant to Kodak and the mutual purchase of certain inks and related media products developed in connection with the Project. Pursuant to the Joint Development Agreement, the Registrant issued to Kodak a stock warrant (the "Warrant") covering 8,000,000 shares (the "Warrant Shares") of the Registrant's Common Stock (or 15% of the Registrant's outstanding shares) at an exercise price of $3.88 per share. The Warrant has a term of seven years and will become exercisable as to 4,000,000 of the Warrant Shares upon the first anniversary of the Warrant, and as to the remaining Warrant Shares on the second anniversary (each a "Vesting Date"); provided, however, that in the event the Joint Development Agreement is terminated prior to a Vesting Date, the Warrant will terminate as to any unvested Warrant Shares. The Warrant contains standard adjustment provisions and piggyback registration rights covering the Warrant Shares. During the 24-month period after the issuance of the Warrant (and so long as the Joint Development Agreement has not been terminated), upon the issuance by the Registrant of additional shares of Common Stock, the number of Warrant Shares will be proportionately increased so that the number of Warrant Shares will continue to represent 15% of the issued and outstanding shares of the Registrant; provided, however, that the exercise price of any additional Warrant Shares will be the same as the price of the additional shares issued by the Registrant. No adjustments will be required with respect to (i) shares of Common Stock issued to any employee, consultant, advisor, officer or director of the Registrant pursuant to a Board-approved plan; or (ii) shares issued in connection with a reorganization transaction. The Warrant also provides Kodak with a right of first refusal with respect to a proposed issuance of the Registrant's capital stock during the 24 month period after the date of issuance of the Warrant. 2 In connection with the Joint Development Agreement, Lockheed Martin Corporation, the Registrant's majority stockholder, has agreed, among other things, to vote its shares for the election of a Kodak-designated director to the Registrant's Board of Directors during the term of the Joint Development Agreement. See also the Press Release of Registrant attached hereto as Exhibit 99.1. Item 7. Financial Statements, Pro Forma Financial Information and Exhibits. (c) EXHIBITS -------- Exhibit No. Description of Exhibit - ----------- ---------------------- 99.1 Joint Press Release dated March 30, 1998 issued by the Registrant and Kodak 3 SIGNATURES 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. Dated: March 29, 1998 CALCOMP TECHNOLOGY, INC. By: /s/ JOHN J. MILLERICK ---------------------------- John J. Millerick Senior Vice President and Chief Financial Officer 4 EXHIBIT INDEX Exhibit No. Description of Exhibit - ----------- ---------------------- 99.1 Joint Press Release dated March 30, 1998 issued by the Registrant and Kodak 5 EX-99.1 2 PRESS RELEASE FOR IMMEDIATE RELEASE - -------------------- Kodak Contacts: Charles S. Smith Paul C. Allen (716) 724-4513 (716) 724-5802 clgl@aol.com pcallen@kodak.com CalComp Contacts: Amy Lytle (editorial) Michael Pollock (investor) (714) 957-1314 (310) 207-9300 alytle@rmc.xo.com mike_pollock@pondel.com KODAK, CALCOMP SIGN AGREEMENT TO DEVELOP COMMERCIAL PRINTING SOLUTIONS ROCHESTER, N.Y./ANAHEIM, Calif., March 30, 1998 -- Eastman Kodak Co. (NYSE: EK) and CalComp Technology Inc. (NASDAQ: CLCP) today announced they have signed an agreement to jointly develop piezo inkjet technology. The agreement will leverage CalComp's CrystalJet-based technology and Kodak's imaging science and color management technology. "For Kodak, this joint development activity will create the opportunity for high-quality, high-productivity output, providing our customers another way to literally 'Take Pictures. Further'," noted Patrick T. Siewert, president, Kodak Professional, and vice president, Eastman Kodak Co. "Our association with Kodak, one of the world's most respected imaging companies, brings us a unique opportunity to expand CrystalJet technology in commercial digital printing markets," said John C. Batterton, president and chief executive officer of CalComp. "The synergy between CalComp and Kodak development teams will accelerate CrystalJet technology in supporting the highest quality and demanding applications," added Andreas Bibl, CalComp senior vice president, technology development. CalComp Technology Inc. develops and manufactures computer graphics peripherals and supplies for business and professional applications. As an industry leader in piezo inkjet technology, CalComp develops image marking systems and components which support advanced digital printing applications. Corporate offices are located in Anaheim, Calif. For more information, visit the CalComp Web site at www.calcomp.com, or call 800-CALCOMP (800-225-2667). Kodak is the world leader in both traditional silver halide and digital imaging and markets a wide range of products in more than 150 countries. These products include photographic films, papers and chemicals for amateur and professional use; motion picture films, diagnostic imaging film and equipment; digital imaging products including cameras, scanners, sensors and printers; copier-duplicators; microfilm and image management systems. Kodak, headquartered in Rochester, N.Y., employs approximately 97,500 people worldwide and had sales totaling $14.5 billion in 1997. For more information, visit the Kodak website at www.kodak.com. ### -----END PRIVACY-ENHANCED MESSAGE-----