SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 6-K
REPORT OF FOREIGN ISSUER
PURSUANT TO RULA 13a-16 OR 15d-16 OF THE
SECURITIES EXCHANGE ACT OF 1934
For the month of February, 2000
CREO PRODUCTS INC.
(Exact name of Registrant as specified in its charter)
3700 Gilmore Way
Burnaby, B.C. Canada V5G 4M1
(Address of principal executive offices)
(Indicate by check mark whether the registrant files or will file annual
reports under cover Form 20-F or Form 40-F.)
Form 20-F x Form 40-F
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(Indicate by check mark whether the registrant by furnishing the
information contained in this Form is also thereby furnishing the information
to the Commission pursuant to Rule 12g3-2(b) under the Securities Exchange Act
of 1934.)
Yes No x
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(If "Yes" is marked, indicate below the file number assigned to the
registrant in connection with Rule 12g3-2(b): 82- ___.)
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Registrant hereby incorporates by reference in the report on Form 6-K the
following Exhibits:
Exhibit
Number Description of Exhibits
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1 Creo Products Inc. Material Change Report under
Section 85(1) of the Securities Act (British
Columbia) and Material Change Report under
Section 75(2) of the Securities Act (Ontario)
On Form 27, filed on February 15, 2000 with the
British Columbia Securities Commission,
Province of British Columbia, Canada and the
Ontario Securities Commission, Province of
Ontario, Canada.
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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, thereunto duly authorized.
CREO PRODUCTS INC.
BY: /s/ Thomas Kordyback
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Name: Thomas Kordyback
Title: Vice President, Finance,
Chief Financial Officer
and Secretary
Date: February 15, 2000
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EXHIBIT 1 TO FORM 6-K
Creo Products Inc. Material Change Report under Section 85(1) of
the Securities Act (British Columbia) and Material Change Report under Section
75(2) of the Securities Act (Ontario) on Form 27, filed on February 15, 2000
with the British Columbia Securities Commission, Province of British Columbia,
Canada and the Ontario Securities Commission, Province of Ontario, Canada.
<PAGE>
FORM 27
MATERIAL CHANGE REPORT UNDER SECTION 85(1) OF THE
SECURITIES ACT (BRITISH COLUMBIA)
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MATERIAL CHANGE REPORT UNDER
SECTION 75(2) OF THE SECURITIES ACT (ONTARIO)
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1. Reporting Issuer
CREO PRODUCTS INC. ("Creo")
3700 Gilmore Way
Burnaby, British Columbia
V5G 4M1
2. Date of Material Change
February 10, 2000
3. Press Release
Date of Issuance: February 10, 2000
Place of Issuance: Vancouver, British Columbia
4. Summary of Material Change
Creo Products Inc. (NASDAQ: CREO, TSE: CRE) ("Creo") announced that it has
completed the US$25 million investment in printCafe Inc., originally
announced in Creo's press release dated January 25, 2000. printCafe is an
Internet-based, business-to-business communication solution tailored
specifically for the printing and graphic arts industries.
5. Full Description of Material Change
Creo has completed the US$25 million investment in printCafe Inc.,
originally announced in Creo's press release dated January 25, 2000.
Through a wholly owned subsidiary, Creo has acquired 31,186,312 shares of
Series B Preferred stock in the capital of printCafe which represent, in
aggregate, 17.25 per cent of printCafe's voting rights and entitle Creo to
certain preferences, based on the aggregate amount invested by Creo, over
the existing capital stock of printCafe with respect to redemption,
dividends and liquidation. Amos Michelson, CEO of Creo Products Inc. has
also joined the board of directors of printCafe as Creo's board
representative.
Creo may, at its option, exercise its right to increase the voting rights
represented by the Series B Preferred stock to 60% of the voting rights of
printCafe's current fully diluted capital stock. Alternatively, Creo may,
at its option, exercise its right to convert the Series B Preferred stock
into fully voting Class A Common stock which would represent, in
aggregate, 60% of the voting rights of printCafe's current fully diluted
capital stock.
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In either case, Creo will be required to pay an exercise/conversion premium
to printCafe for each percentage increase or share of Class A Common stock
acquired, as the case may be, based on a calculation of the aggregate value
of printCafe as at the date of exercise/conversion. If the aggregate value
of printCafe is less than US$145 million at the proposed date of
exercise/conversion, Creo is entitled to increase its aggregate voting
rights to 60% upon the payment of an additional US$62 million to printCafe.
If the aggregate value of printCafe is greater than US$250 million, Creo
is entitled to increase its aggregate voting rights to 60% with no further
payment to printCafe. For aggregate values between US$145 million and
US$250 million, Creo is entitled to increase its aggregate voting rights
to 60% upon the payment of an amount determined by a linear calculation
between the two preceding values to printCafe Creo will also be entitled
to additional representation on the board of directors of printCafe which
is proportional to its percentage of voting rights, from time to time,
represented by its stock in printCafe.
Creo's Series B Preferred stock will be automatically converted into Class
B Common stock upon printCafe undertaking an initial public offering. The
Class B Common stock will represent the same voting rights and will have
the same exercise/conversion features as the Series B Preferred stock but
will not carry the preferences associated with the Series B Preferred
stock .
In connection with the investment, Creo has entered into a voting agreement
to secure its representation on the board of printCafe. Creo has also
entered into right of first refusal and co-sale agreement and an investors
rights agreement containing standard registration rights with respect to
its investment. The voting agreement and right of first refusal and co-
sale agreement termination upon completion of a qualified initial public
offering of printCafe Class A Common stock.
6. Reliance on Section 85(2) of the Securities Act (British Columbia)/Section
75(3) of the Securities Act (Ontario)
Not applicable.
7. Omitted Information
Not applicable.
8. Senior Officers
For further information contact:
Thomas Kordyback
Creo Products Inc.
3700 Gilmore Way
Burnaby, BC
V5G 4M1
Telephone: (604) 451-2743
Facsimile: (604) 419-4724
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9. Statement of Senior Officer
The foregoing accurately discloses the material change referred to herein.
DATED at Vancouver, British Columbia this 14th day of February, 2000.
CREO PRODUCTS INC.
Per: "Tom Kordyback"
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(Authorized Signatory)
Chief Financial Officer
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(Print Name and Title)
