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
March 31, 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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FOR IMMEDIATE RELEASE
CREO SHAREHOLDERS APPROVE ISSUANCE OF 13.25 MILLION SHARES
Vancouver, BC, CANADA (March 31, 2000) Creo Products Inc. (NASDAQ: CREO;
TSE: CRE) ("Creo") is pleased to announce that shareholders approved the
issuance of 13.25 million Creo shares in consideration for the assets of
the digital prepress and print-on-demand businesses of Scitex Corporation
Ltd. (NASDAQ: SCIX) ("Scitex") of Herzlia, Israel. The approval was given
yesterday at the Creo annual general and special meeting and is pursuant
to a previously announced Asset Purchase Agreement dated January 17, 2000.
The 13.25 million Creo shares are valued at some US$ 551 million.
Creo expects to close the transaction the week of April 3, 2000. The new
graphic arts group will combine the prepress operations of Scitex and
Creo, and will operate as a division of Creo under the name "CreoScitex."
Creo shares will continue to trade under the symbol CREO on NASDAQ and CRE
on the Toronto Stock Exchange. The combined entity will capitalize on
strong synergies in technology, products, service, and distribution to
create a leading provider of worldwide digital prepress solutions.
Following the closing, Rimon Ben-Shaoul, Chairman of the Scitex board; and
Yoav Z. Chelouche, President and CEO of Scitex; will be appointed to the
Creo board. Scitex will own approximately 26.1% of the outstanding Creo
shares on a fully diluted basis and will enter into a five-year standstill
agreement that includes, amongst other things, restrictions on acquiring
additional Creo shares as well as customary transfer, voting, and other
restrictions. The transaction is being accounted for by Creo as a purchase
and is expected to be accretive to Creo's earnings per share before
goodwill in the current fiscal year.
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This release contains forward-looking statements within the meaning of the
"safe harbor" provisions of the U.S. Private Securities Litigation Reform
Act of 1995, including statements with respect to the anticipated cost
savings, synergies, and other benefits of the transaction. These
statements are based on management's current expectations and beliefs and
are subject to a number of risks and uncertainties that could cause actual
results to differ materially from those described in the forward-looking
statements.
These risks and uncertainties include the following: (1) Creo and
Heidelberger Druckmaschinen A.G. are unable to reach agreement on any
changes to their current joint-venture agreement, which may be necessary
in light of the combination Creo's business with the Scitex Business; (2)
the expected cost-savings and synergies cannot be fully realized or take
significantly longer to realize than expected; (3) revenues from the
Scitex Business are lower than expected or customer attrition and business
disruption following the acquisition are greater than expected; (4) the
integration of the Scitex Business into Creo's operations is more
difficult, time-consuming or expensive than anticipated, or the attrition
rate of key employees of the combined business is greater than expected;
(5) technological changes or changes in the competitive environment
adversely affect the products, market share, revenues or margins of the
combined business; or (6) changes in general economic, financial or
business conditions adversely affect the combined business or the markets
in which it operates.
Creo and the Creo logo are registered trademarks of Creo Products Inc.
Other products may be the trademarks of their respective companies.
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