-----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, N98hRM6VpfYVfBIvRymGuwoySA9/3Uiu9KMfy00ZoIw1E+BbSjG7Dqy1RKrCY5hP PXw6cnxjyCob92nRPQt9Nw== 0000950123-97-008994.txt : 19971030 0000950123-97-008994.hdr.sgml : 19971030 ACCESSION NUMBER: 0000950123-97-008994 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 19971028 ITEM INFORMATION: FILED AS OF DATE: 19971029 SROS: NONE FILER: COMPANY DATA: COMPANY CONFORMED NAME: INTERNATIONAL IMAGING MATERIALS INC /DE/ CENTRAL INDEX KEY: 0000904009 STANDARD INDUSTRIAL CLASSIFICATION: PENS, PENCILS & OTHER ARTISTS' MATERIALS [3950] IRS NUMBER: 133179629 STATE OF INCORPORATION: DE FISCAL YEAR END: 0331 FILING VALUES: FORM TYPE: 8-K SEC ACT: SEC FILE NUMBER: 000-21726 FILM NUMBER: 97702820 BUSINESS ADDRESS: STREET 1: 310 COMMERCE DR CITY: AMHERST STATE: NY ZIP: 14228 BUSINESS PHONE: 7166916333 MAIL ADDRESS: STREET 1: 310 COMMERCE DRIVE CITY: AMHERST STATE: NY ZIP: 14228 8-K 1 INTERNATIONAL IMAGING MATERIALS, INC. 1 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 International Imaging Materials, Inc. (Exact name of registrant as specified in its charter) October 28, 1997 Date of Report (Date of earliest event reported) Delaware 0-21726 13-3179629 (State or other juris- (Commission (I.R.S. employer diction of incorporation) file number) identification no.) 310 Commerce Drive, Amherst, New York 14228 (Address of principal executive offices) (Zip Code) (716) 691-6333 (Registrant's telephone number, including area code) (Former name or former address, if changed since last report) 2 Item 1. Changes in Control of Registrant (a) On October 28, 1997, International Imaging Materials, Inc. (the "Company") completed its merger with Ribbon Manufacturing, Inc. ("Merger Sub"), a Delaware corporation and a wholly-owned subsidiary of PAXAR Corporation ("PAXAR"), pursuant to an Agreement and Plan of Merger (the "Merger Agreement"), dated as of July 15, 1997, among PAXAR, Merger Sub and the Company. As a result of the merger, the Company became a wholly-owned subsidiary of PAXAR. Pursuant to the terms of the Merger Agreement, each issued and outstanding share of common stock, par value $0.01 per share, of the Company ("Company Common Stock") was converted into 1.5 shares of common stock, par value $.10 per share, of PAXAR ("PAXAR Common Stock"). PAXAR will issue approximately 12,431,757 shares of PAXAR Common Stock in exchange for the outstanding shares of Company Common Stock. In addition, each outstanding option to purchase Company Common Stock was converted into an option to purchase PAXAR Common Stock. -2- 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. INTERNATIONAL IMAGING MATERIALS, INC. Dated: October 28, 1997 By: /s/ Michael J. Drennan ----------------------------------------- Michael J. Drennan Vice President-Finance, Treasurer, Secretary and Chief Financial Officer -----END PRIVACY-ENHANCED MESSAGE-----