SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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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): September 6, 1996
AUTOLOGIC INFORMATION INTERNATIONAL, INC.
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(Exact Name of Registrant as Specified in Its Charter)
Delaware 0-3223 13-3855697
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(State or Other Jurisdiction (Commission (I.R.S. Employer
of Incorporation) File Number) Identification No.)
1050 Rancho Conejo Boulevard, Thousand Oaks, California 91320
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(Address of Principal Executive Offices) (Zip Code)
(805) 498-9611
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(Registrant's Telephone Number, Including Area Code)
Successor by Merger to
Information International, Inc.,
5757 West Century Boulevard, Suite 2000, Los Angeles, CA 90045-6400
(Former Name or Former Address, if Changed Since Last Report)
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Item 5. Other Events.
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The purpose of this Report is to provide the following description of
the capital stock of Autologic Information International, Inc. (the "Company")
for the purpose of incorporating it by reference in other documents which may be
filed by the Company with the Securities and Exchange Commission:
DESCRIPTION OF CAPITAL STOCK
The authorized capital stock of the Company consists of 12,000,000
shares of Common Stock, $.01 par value per share, and 1,000,000 shares of
Preferred Stock, $.01 par value per share, issuable in series (the "Preferred
Stock"). At August 31, 1996, 5,798,556 shares of Common Stock were issued or
issuable. No shares of Preferred Stock were issued or outstanding.
COMMON STOCK
Holders of the Common Stock are entitled to one vote per share on all
matters to be voted upon by the stockholders generally, including the election
of directors. Subject to the rights of holders of Preferred Stock, the holders
of Common Stock are entitled to receive such dividends, if any, as may be
declared from time to time by the Board of Directors out of funds legally
available therefor and, in the event of liquidation, dissolution or winding-up
of the Company, to share ratably in all assets remaining after payment of
liabilities. The holders of Common Stock have no preemptive, subscription or
conversion rights, and there are no redemption or sinking fund provisions
applicable to Common Stock.
PREFERRED STOCK
The Company's Preferred Stock is issuable in one or more series from
time to time at the discretion of the Company's Board of Directors. The Board is
authorized, with respect to each series, to fix its designation, powers,
preferences (including with respect to dividends and on liquidation), rights
(including voting, dividend, conversion, sinking fund and redemption rights) and
limitations. Shares of Preferred Stock issued by action of the Board of
Directors could be utilized, under certain circumstances, as a method of making
it more difficult for a party to gain control of the Company without the
approval of the Board of Directors. The Company presently has no plans or
arrangements for the issuance of any Preferred Stock.
ADVANCE NOTICE REQUIREMENTS FOR STOCKHOLDER PROPOSALS AND DIRECTOR NOMINATIONS
The By-laws of the Company establish an advance notice procedure for
the nomination, other than by or at the direction of the Board of Directors, of
candidates for election as directors (the "Nomination Procedure"), as well as
for other stockholder proposals to be considered at annual stockholders'
meetings. Notice to the Company from a stockholder who proposes to nominate a
person at a meeting for election as a director generally must be given not less
than 120 nor more than 150 days prior to the anniversary of the date notice of
the annual meeting of stockholders was given
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in the preceding year and contain: (i) the name and record address of the
stockholder who intends to make the nomination, and the name and address of the
nominee, (ii) the class, series and number of shares held of record,
beneficially and by proxy, by the stockholder, (iii) a description of all
arrangements and understandings between the stockholder and the nominee, and
(iv) such other information relating to the nominee proposed by such stockholder
as is required to be included in a proxy statement or otherwise required
pursuant to Regulation 14A under the Securities Exchange Act of 1934, including
the written consent of each nominee to being named in the proxy statement and to
serve as a director of the Company if so elected. The presiding officer of the
meeting may refuse to acknowledge the nomination of any person not made in
compliance with the Nomination Procedure. Similar advance notice must be given
of any other proposed business which a stockholder proposes to bring before an
annual meeting of stockholders. Such notice must contain (i) a detailed
description of the business desired to be brought before the meeting and the
reasons for conducting such business at the meeting, (ii) the name and record
address of the stockholder proposing such business, (iii) the class, series and
number of shares of the Company stock which are held of record, beneficially and
by proxy by the stockholder, (iv) a description of all arrangements or
understandings between the stockholder and any other person or persons (naming
such person or persons) in connection with the proposing of such business by the
stockholder, and (v) such other information as the Board of Directors or
Chairman of the Company may request. In the case of the Company's 1997 annual
stockholders' meeting, the notice from a stockholder as to director nominations
and/or other proposed business must be received by December 31, 1996. The
purpose of requiring advance notice is to afford the Board of Directors an
opportunity to consider the qualifications of the proposed nominees or the
merits of other stockholder proposals and, to the extent deemed necessary or
desirable by the Board of Directors, to inform stockholders about those matters.
Although the advance notice provisions do not give the Board of Directors any
power to approve or disapprove of stockholder nominations or proposals for
action by the Company, they may have the effect of precluding a contest for the
election of directors or the consideration of stockholder proposals if the
procedures established by the By-laws are not followed and of discouraging or
deterring a third party from conducting a solicitation of proxies to elect its
own slate of directors or to approve its own proposals, without regard to
whether consideration of such nominees or proposals might be harmful or
beneficial to the Company and its stockholders.
SECTION 203 OF THE DELAWARE GENERAL CORPORATION LAW
The Company is subject to the provisions of Section 203 of the
Delaware General Corporation Law (the "DGCL"). In general, this statute
prohibits a publicly held Delaware corporation from engaging, under certain
circumstances, in a "business combination" with an "interested stockholder" for
a period of three years after the person becomes an interested stockholder,
unless: (i) prior to the time at which the stockholder became an interested
stockholder, the board of directors approved either the business combination or
the transaction in which the person becomes an interested stockholder, (ii) the
stockholder acquires at least 85% of the outstanding voting stock of the
corporation (excluding shares held by directors who are officers or held in
certain employee stock plans) upon consummation of the transaction in which the
stockholder becomes an interested stockholder, or (iii) the business combination
is approved by the board of directors and by at least 66 2/3% of the outstanding
voting stock of the corporation (excluding shares held by the
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interested stockholder) at a meeting of stockholders (and not by written
consent) held on or subsequent to the time such stockholder became an interested
stockholder. An "interested stockholder" is a person who, together with such
person's affiliates and associates (each as defined in Section 203), owns (or,
in certain cases, at any time within the prior three years did own) 15% or more
of the corporation's voting stock. Section 203 defines a "business combination"
generally to include, without limitation, mergers, consolidations, stock sales
and asset-based transactions and other transactions resulting in a financial
benefit to the interested stockholder.
LIMITATION ON DIRECTOR'S LIABILITY
In accordance with the DGCL, the Company's Restated Certificate of
Incorporation provides that the directors of the Company shall not be personally
liable to the Company or its stockholders for monetary damages for breach of
fiduciary duty as a director except (i) for any breach of the director's duty of
loyalty to its stockholders, (ii) for acts or omissions not in good faith or
which involve intentional misconduct or a knowing violation of law, (iii) under
Section 174 of the DGCL., which relates to unlawful payments of dividends and
unlawful stock repurchases or redemptions, or (iv) for any transaction from
which the director derived an improper personal benefit. This provision does not
eliminate a director's fiduciary duties; it merely eliminates the possibility of
damage awards against a director personally which may be occasioned by certain
unintentional breaches (including situations that may involve grossly negligent
business decisions) by the director of those duties. The provision has no effect
on the availability of equitable remedies, such as injunctive relief or
rescission, which might be necessitated by a director's breach of his or her
fiduciary duties. However, equitable remedies may not be available as a
practical matter where transactions (such as merger transactions) have already
been consummated. This provision may have the effect of reducing the likelihood
of derivative litigation against directors, and may discourage or deter
stockholders or management from bringing a lawsuit against directors for breach
of their duty of care, even though such an action, if successful, might
otherwise have benefited the Company and its stockholders.
INDEMNIFICATION
The Company's Restated Certificate of Incorporation provides that the
Company shall indemnify its officers, directors and employees to the fullest
extent permitted by the DGCL. Section 145 of the DGCL. provides, in general,
that a corporation may indemnify any person who was or is a party, or is
threatened to be made a party, to any threatened, pending or completed action,
suit or proceeding, whether civil, criminal, administrative or investigative
(other than a "derivative" action by or in the right of such corporation), by
reason of the fact that such person is or was a director, officer, employee or
agent of such corporation, against expenses (including attorneys' fees),
judgments, fines and amounts paid in settlement in connection with such action,
suit or proceeding if such person acted in good faith and in a manner such
person reasonably believed to be in or not opposed to the best interests of such
corporation, and, with respect to any criminal action or proceeding, had no
reasonable cause to believe such persons conduct was unlawful. A similar
standard is applicable under Section 145 of the DGCL, in the case of derivative
actions, except that no indemnification shall be made where the person is
adjudged to be liable to such corporation unless and only to the extent that the
Court of Chancery of the State of Delaware, or the court in which such
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action was brought, determines that such person is fairly and reasonably
entitled to indemnity for such expenses.
TRANSFER AGENT AND REGISTRANT
The transfer agent and registrar for the Common Stock is Boston
Equiserve, 150 Royall Street, Canton, Massachusetts 02021.
Item 7. Financial Statements and Exhibits:
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(a) Financial Statements: None
(b) Exhibits:
4.1 Restated Certificate of Incorporation of the Company, as
filed with the Secretary of State of the State of Delaware
on November 8, 1995 with respect to the Merger of
Autologic, Incorporated into the Company. Incorporate by
reference to Exhibit 4.1 to the Company's Registration
Statement on Form S-4 (File No. 33-99278).
4.2 Amended and Restated Bylaws of the Company. Incorporated
by reference to Exhibit 4.2 to the Company's Registration
Statement on Form S-4 (File No. 33-99278).
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S I G N A T U R E
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.
AUTOLOGIC INFORMATION INTERNATIONAL, INC.
Date: September 6, 1996 By: /s/ Dennis D. Doolittle
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Dennis D. Doolittle, Vice Chairman
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