-----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, CVlJWLAD6c4wND3Uq8J0xyCKHHFR5cmx05gAWbmKAftjA8UUAwdtz60R5flIRBJE fOBtXKUv9aOmuttEX39dSA== 0001209191-08-033243.txt : 20080527 0001209191-08-033243.hdr.sgml : 20080526 20080527193710 ACCESSION NUMBER: 0001209191-08-033243 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20080522 FILED AS OF DATE: 20080527 DATE AS OF CHANGE: 20080527 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: CONSOLIDATED GRAPHICS INC /TX/ CENTRAL INDEX KEY: 0000921500 STANDARD INDUSTRIAL CLASSIFICATION: COMMERCIAL PRINTING [2750] IRS NUMBER: 760190827 STATE OF INCORPORATION: TX FISCAL YEAR END: 0331 BUSINESS ADDRESS: STREET 1: 5858 WESTHEIMER STE 200 CITY: HOUSTON STATE: TX ZIP: 77057 BUSINESS PHONE: 7137870977 MAIL ADDRESS: STREET 1: 5858 WESTHEIMER STE 200 CITY: HOUSTON STATE: TX ZIP: 77057 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: DAVIS JOE R CENTRAL INDEX KEY: 0001033356 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-12631 FILM NUMBER: 08862061 BUSINESS ADDRESS: BUSINESS PHONE: 7135294200 MAIL ADDRESS: STREET 1: CONSOLIDATED GRAPHICS STREET 2: 5858 WESTHEIMER SUITE 200 CITY: HOUSTON STATE: TX ZIP: 77057 4 1 h57234_1jrd.xml MAIN DOCUMENT DESCRIPTION X0202 4 2008-05-22 0000921500 CONSOLIDATED GRAPHICS INC /TX/ CGX 0001033356 DAVIS JOE R CONSOLIDATED GRAPHICS 5858 WESTHEIMER, SUITE 200 HOUSTON TX 77057 1 1 0 0 CEO, Chairman Common Stock 107300 D Option to Purchase Common Stock 56.82 2008-05-22 4 A 0 450000 0 A 2018-05-22 Common Stock 450000 1585000 D This option vests in five equal installments of 90,000 shares per year commencing on May 22, 2009. Includes previously reported stock option grants totaling 1,100,000 shares as follows: 250,000 @ 53.25, 300,000 @ 11.4375, 50,000 @ 19.10, 50,000 @ 14.75, 50,000 @ 23.00, 50,000 @ 41.51, 50,000 @ 50.84, and 300,000 @ 50.90. Each of these stock option grants have been vested; however, certain restrictions on the sale of the underlying shares of any options exercised is imposed on 360,000 options as of March 31, 2008. These restrictions are scheduled to lift on 120,000 options each of March 31, 2009, 2010 and 2011, although these restrictions are subject to being accelerated or deferred based on certain events of termination of Mr. Davis' employment agreement and/or a change in control event. Includes previously reported awards of restricted stock units as follows: 12,500 restricted stock unit awards previously granted, of which 2,500 units vested on April 1, 2007 and were delivered to the reporting person, 2,500 units vested on April 1, 2008 and the remaining 7,500 units vest in 2,500 unit increments as each of April 1, 2009, 2010 and 2011; 12,500 restricted stock unit awards previously granted, of which 3,125 units vested on April 1, 2008 and the remaining 9,375 units vest in 3,125 unit increments on each of April 1, 2009, 2010 and 2011; and 12,500 restricted stock unit awards previously granted, of which 4,167 units vest on April 1, 2009, 4,166 units vest on April 1, 2010, and 4,167 units vest on April 1, 2011. Certain of the vested shares will be delivered to the reporting person promptly upon vesting and certain others on March 1st following the end of the calendar year upon which the awards vested. Exceptions to the stated vesting and delivery dates are certain events of termination of Mr. Davis' employment agreement and/or change in control event. Jon C. Biro as Attorney in Fact for Joe R. Davis 2008-05-27 EX-24 2 poa_davis.htm POWER OF ATTORNEY

EXHIBIT 24

SPECIAL POWER OF ATTORNEY

        The undersigned, Joe R. Davis of Houston, Harris County, Texas, does hereby appoint, reserving full power of substitution and revocation, Jon C. Biro, of Houston, Harris County, Texas, and Michelle Holloway, of Crosby, Harris County, Texas to act jointly or severally at their discretion, as his true and lawful attorney-in-fact, upon the following terms and conditions:

1. Special Powers. The attorney-in-fact may act in the name, place and stead of the undersigned, and on behalf of the undersigned do and execute all or any of the following acts, deeds, and things, to-wit:

(a) Execute for and on behalf of the undersigned, in the undersigned’s capacity as an executive officer and/or director of Consolidated Graphics, Inc. (the “Company”), as applicable, Forms 3, 4, and 5, as applicable, in accordance with Section 16 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and the rules thereunder.

(b) Do and perform any and all acts for and on behalf of the undersigned which may be necessary or desirable to complete and execute any such Form 3, 4, or 5, complete and execute any amendment or amendments thereto, and file such form and any amendments with the United States Securities and Exchange Commission and any stock exchange, association or similar authority.

(c) Take any other action of any type whatsoever in connection with the foregoing which, in the opinion of such attorney-in-fact, may be of benefit to, in the best interest of, or legally required by, the undersigned, it being understood that the documents executed by such attorney-in-fact on behalf of the undersigned pursuant to this Special Power of Attorney shall be in such form and shall contain such terms and conditions as such attorney-in-fact may approve in such attorney-in-fact’s discretion.

(d) The undersigned hereby grants to such attorney-in-fact full power and authority to do and perform any and every act and thing whatsoever requisite, necessary, or proper to be done in the exercise of any of the rights and powers herein granted, as fully to all intents and purposes as the undersigned might or could do if personally present, hereby ratifying and confirming all that such attorney-in-fact shall lawfully do or cause to be done by virtue of this power of attorney and the rights and powers herein granted. The undersigned acknowledges that the foregoing attorney-in-fact, in serving in such capacity at the request of the undersigned, is not assuming, nor is the Company assuming, any of the undersigned’s responsibilities to comply with Section 16 of the Exchange Act, or any other provision of the federal or state securities laws, rules and regulations.

2. Effective Period. This Special Power of Attorney, and the powers expressed herein, shall be effective from May 22, 2008, and shall remain in full force and effect until the undersigned is no longer required to file Forms 3, 4, and 5 with respect to the undersigned’s holdings of and transactions in securities issued by the Company, unless earlier revoked by the undersigned in accordance with the provisions contained herein.

3. Construction. This instrument is a special power of attorney, granting to the attorney-in-fact only the specific powers expressed herein.

4. Revocation. This Special Power of Attorney may be voluntarily revoked by the undersigned only by written revocation entered of record in the office of the County Clerk of Harris County, Texas. The undersigned agrees that any third party who receives a copy of this power of attorney may act under it. Revocation of this power of attorney is not effective as to a third party until the third party receives actual notice of the revocation. The undersigned agrees to indemnify the third party for any claims that arise against the third party because of reliance on this power of attorney.

5. Disability of Principal. This Special Power of Attorney shall not terminate upon the undersigned's disability or incompetency.

6. Bond. The attorney-in-fact shall not be obligated to furnish bond or other security.

7. Reliance. This Special Power of Attorney shall be conclusive proof that the rights, power, and authority granted to the attorney-in-fact are in full force and effect and may be relied upon by any person who acts in good faith under this power of attorney. The undersigned’s death shall not revoke or terminate this agency as to the attorney-in-fact or any other person who without actual knowledge of the undersigned’s death acts in good faith under this power of attorney. An affidavit executed by the attorney-in-fact, stating that he did not have at the time of doing an act pursuant to this power of attorney actual knowledge of the revocation or termination of this power of attorney, is in the absence of fraud, conclusive proof of the validity of the attorney-in-fact’s act.

8. Incapacity of Attorney-in-Fact. In the event any attorney-in-fact serving becomes unable to discharge his fiduciary duties hereunder by reason of accident, physical or mental deterioration, or other similar cause as certified by two independent, licensed physicians, each affirming that he has examined the attorney-in-fact and that he has concluded based on his examination that the attorney-in-fact is unable to discharge his duties hereunder, that attorney-in-fact shall thereupon cease to be the attorney-in-fact as if he had resigned on the date of that certification.

9. Governing Law. This power of attorney shall be governed by the laws of the State of Texas in all respects. Should any provision hereof be held invalid, that invalidity shall not affect the other provisions which shall remain in full force and effect.

10. Copies. This instrument may be filed of record in those counties within and without the State of Texas as deemed appropriate by the attorney-in-fact, and copies of this instrument certified as “true” copies by the County Clerk of any county in which this instrument is filed shall be treated as original copies for all purposes.

11. Captions. The captions used in this instrument have been inserted for administrative convenience only and do not constitute matters to be construed in interpreting this power of attorney.

SIGNED the 22 day of May, 2008.
           
    By:/s/ Joe R. Davis      
    Name: Joe R. Davis       
    Title: Chairman & Chief Executive Officer       
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