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SECURITIES AND EXCHANGE COMMISSION
Form 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15 (d) OF THE SECURITIES EXCHANGE ACT OF 1934
Date of Report: March 8, 1999
Commission File Number: 0-20933
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RASTER GRAPHICS, INC.
(Exact name of Registrant as specified in its charter)
DELAWARE 94-3046090
(State of Incorporation) (I.R.S. Employer Identification Number)
3025 ORCHARD PARKWAY
SAN JOSE, CA 95134
(Address of principal executive office)
(408) 232-4000
(Registrant's telephone number)
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ITEM 5. OTHER EVENTS
On March 5, 1999, Raster Graphics, Inc. announced the final judicial
approval of the settlement of certain class action lawsuits, which were pending
against the Company since March 1998 and which alleged that the Company and
several of its officers and directors violated federal securities laws. Judicial
approval of the settlement of these lawsuits is a condition to the proposed
merger between Raster Graphics and Gretag Acquisition Corp., a wholly owned
subsidiary of Gretag Imaging Group, Inc. Further details regarding this
announcement are contained in the Company's news release dated March 5, 1999
attached as an exhibit hereto and incorporated reference herein.
ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS
(a) Exhibits:
99.1 Raster Graphics, Inc. News Release dated March 5, 1999
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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.
RASTER GRAPHICS, INC.
/s/ Kathy J. Bagby
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Kathy J. Bagby
Acting Chief Financial Officer
(Principal Financial and Accounting
Officer)
Date: March 8, 1999
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PRESS RELEASE
Raster Graphics Investment Community Contacts:
Rak Kumar, President & CEO, 408-232-4000
Kathy J. Bagby, Acting Chief Financial Officer, 408-232-4000
FOR IMMEDIATE RELEASE Raster Graphics Trade Press Contacts:
Kelli Ramirez, Director of Marketing, 408-220-1450
RASTER GRAPHICS ANNOUNCES SETTLEMENT OF CLASS ACTION LAWSUITS
SAN JOSE, Calif., Mar. 5, 1999 - Raster Graphics (Pink Sheets: RGFX) today
announced the final judicial approval of the settlement of certain class action
lawsuits, which were pending against the Company since March 1998. The lawsuits
alleged that the Company and several of its officers and directors violated
federal securities laws. Judicial approval of the settlement of these lawsuits
is a condition to the proposed merger between Raster Graphics and Gretag Imaging
Group, Inc., a leading provider of imaging and photofinishing equipment.
The Final Judgement and Order of Dismissal was granted by the United States
District Court in the Northern District of California on February 19, 1999.
Under the terms of the settlement, the plaintiffs have received $4.5 million, of
which Raster Graphics paid $850,000; the remaining $3.65 million has been paid
by the Company's insurance carrier. These sums had been previously placed in an
escrow account pending approval of the settlement.
The settlement of these lawsuits is a condition to the consummation of the
merger between Raster Graphics and Gretag Imaging, announced on October 6, 1998.
Proxy statements regarding the merger have been mailed to all shareholders, and
the shareholder vote regarding the merger will be taken at the Annual Meeting of
Stockholders of Raster Graphics, scheduled for March 19, 1999.
ABOUT RASTER GRAPHICS
On October 6, 1998, Raster Graphics announced it had signed a merger agreement
with a subsidiary of Gretag Imaging, a leading provider of imaging and
photofinishing equipment. Raster Graphics Inc. designs, manufactures and
markets large format color printing systems for the on-demand, large format
color digital printing market. Its customers include graphic arts service
bureaus, photo labs, screen printers, exhibit and sign companies, and in-house
graphics services. Raster Graphics offers customers complete large-format color
printing solutions including its Arizona Digital Screen Press; the
PiezoPrint(TM) 5000 production inkjet printer; the Digital ColorStation(TM) 5442
electrostatic digital press; Onyx PosterShop(R) image processing software; and
related consumable products. Onyx Graphics is a Raster Graphics company. Raster
Graphics is a publicly traded company, listed on Over-The-Counter Pink Sheets
under the symbol RGFX. For more information, visit RGI's home page at
www.rgi.com on the World Wide Web.
Certain of the matters discussed in this press release are forward-looking
statements, the accuracy of which is necessarily subject to risks and
uncertainties. Actual results may differ materially from the statements made due
to a variety of factors including, but not limited to (i) failure to consummate
the merger between Raster Graphics and Gretag, (ii) unforeseen delays in the
distribution of Raster Graphics products, (iii) risks associated with new
product development and new technology, (iv) unforeseen operational problems and
(v) other risk factors described in the Company's Form 10-K405 for the year
ended December 31, 1997 and other documents that are filed from time to time
with the Securities and Exchange Commission.
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Digital Screen Press Arizona, PiezoPrint and ColorStation are trademarks, and
PosterShop is a registered trademark, of Raster Graphics Inc. All other
trademarks and registered trademarks are the property of their respective
owners.
