PAXAR CORP
8-K, 1997-11-12
COMMERCIAL PRINTING
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<PAGE>   1

                                  UNITED STATES

                       SECURITIES AND EXCHANGE COMMISSION

                             Washington, D.C. 20549

                                    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): October 28, 1997

                                PAXAR Corporation
                                -----------------
             (Exact name of registrant as specified in its charter)

          New York                     0-5610                 13-5670050        
          --------                     ------                 ----------        
(State or Other Jurisdiction  (Commission File Number) (IRS Employer Ident. No.)
      of Incorporation)                                

             105 Corporate Park Drive, White Plains, New York 10604
             ------------------------------------------------------
               (Address of Principal Executive Offices) (Zip Code)

                                 (914) 697-6800
                                 --------------
               Registrant's telephone number, including area code
<PAGE>   2

Item 2. Acquisition or Disposition of Assets.

      On October 28, 1997 (the "Effective Date"), PAXAR Corporation, a New York
corporation (the "Registrant"), completed the merger (the "Merger") of
International Imaging Materials, Inc., a Delaware corporation ("IIMAK"), with
Ribbon Manufacturing, Inc., a Delaware corporation and a wholly-owned
subsidiary of the Registrant, pursuant to an Agreement and Plan of Merger (the
"Merger Agreement"), dated as of July 15, 1997. IIMAK is now a wholly-owned
subsidiary of the Registrant. IIMAK stockholders approved the Merger at a
special meeting of stockholders held on October 28, 1997. At a special meeting
of shareholders also held on October 28, 1997, the Registrant's shareholders
approved the issuance of shares of the Registrant's Common Stock, $.10 par
value, in connection with the Merger as well as an amendment to the
Registrant's 1997 Incentive Stock Option Plan to increase the number of shares
of the Registrant's Common Stock issuable pursuant to grants of options
thereunder to 5,000,000 shares and an amendment to the Registrant's Certificate
of Incorporation to increase the number of authorized shares of the
Registrant's Common Stock to 200,000,000 shares.                  
    
        Under the terms of the Merger Agreement, each share of IIMAK Common
Stock was converted into 1.5 shares of the Registrant's Common Stock on the
Effective Date of the Merger. In addition, each outstanding option and warrant
to purchase IIMAK Common Stock was converted into an option or warrant to
purchase 1.5 shares of the Registrant's Common Stock and became immediately
exercisable, regardless of their vesting provisions. The Registrant received an
opinion of Wheat, First Securities, Inc, its financial advisor, that as of July
15, 1997 and based upon and subject to certain matters stated therein, the
Exchange Ratio was fair, from a financial point of view, to the holders of the
Registrant's Common Stock.     

      Based upon 8,287,838 shares of IIMAK Common Stock, and 1,291,368 options
and warrants to purchase IIMAK Common Stock outstanding on October 28, 1997,
the Registrant will issue approximately 12,431,757 shares of its Common Stock
to IIMAK stockholders in the Merger, representing approximately 25.76% of the
Registrant's Common Stock outstanding following consummation of the Merger, and
the Registrant will assume options and warrants to purchase IIMAK Common Stock
that will be converted into options and warrants to purchase approximately
1,937,052 shares of the Registrant's Common Stock. The aggregate consideration
for the outstanding shares of IIMAK Common Stock was approximately
$233,095,000, based upon a closing price of $18.75 for the Registrant's Common
Stock on October 27, 1997, and the intrinsic value of the outstanding options
and warrants assumed by the Registrant was approximately $12,504,000.     
      
      IIMAK manufactures thermal transfer ribbons that are used in thermal
transfer printers to print bar code tags and labels and high-quality color
graphics on a variety of materials.


                                      -2-
<PAGE>   3

Item 7. Financial Statements, Pro Forma Financial Information and Exhibits.

      (a) Financial Statement of Business Acquired.

      In accordance with Item 7(a)(4) of Form 8-K, the Registrant will file the
financial statements of the business acquired as required by Item 7(a)(1) within
sixty days after the filing of this Report.

      (b) Pro Forma Financial Information.

      In accordance with Item 7(b)(2) of Form 8-K, the Registrant will file the
pro forma financial information required by Item 7(b) within sixty days after
the filing of this Report.

      (c) Exhibits.

      2.1   Agreement and Plan of Merger dated as of July 15, 1997 by and among
            the Registrant, Ribbon Manufacturing, Inc., and International
            Imaging Materials, Inc.*

      99.1  Press Release of PAXAR Corporation, dated October 28, 1997.

      99.2  Opinion of Wheat, First Securities, Inc., dated July 15, l997.**

      ----------
      *  Incorporated by reference to the Registrant's Current Report on Form
         8-K, dated July 15, 1997.

      ** Incorporated by reference to the Registrant's Registration Statement on
         Form S-4, Registration No. 333-36283.

                                    SIGNATURE

      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.

                                                  PAXAR CORPORATION
                                                  (Registrant)


Date: November 12, 1997                           By: /s/ Joseph Fetzner
                                                     ---------------------------
                                                          Joseph Fetzner
                                                          Vice President and 
                                                          Controller
                                                        
                                       -3-
<PAGE>   4

                                  EXHIBIT INDEX

Exhibit No.                        Description
- -----------                        -----------
2.1               Agreement and Plan of Merger dated as of July 15, 1997 by and
                  among PAXAR Corporation, Ribbon Manufacturing, Inc. and
                  International Imaging Materials, Inc.*

99.1              Press Release of PAXAR Corporation, dated October 28, 1997.

99.2              Opinion of Wheat, First Securities, Inc., dated July 15,
                  1997.**

- ----------
*  Incorporated by reference to the Registrant's Current Report on Form 8-K,
   dated July 15, 1997.

** Incorporated by reference to the Registrant's Registration Statement on Form
   S-4, Registration No. 333-36283.


                                      -4-


<PAGE>   1

NEWS                          RE:
BULLETIN

FROM:                                     PAXAR Corporation       
                                          105 Corporate Park Drive
FRB                                       White Plains, NY 10604  
                                          (NYSE: PXR)             
                                          
- --------------------------------------------------------------------------------

The Financial Relations Board, Inc.

FOR FURTHER INFORMATION:

AT THE COMPANY              AT THE FINANCIAL RELATIONS BOARD

Arthur Hershaft             Doug Delieto,    Suzy Lynde,      Judith Sylk-Siegel
Chairman and                (general)        (analysts)       (media)
Chief Executive Officer     212-661-8030     312-266-7800     212-661-8030
914-697-6800

FOR IMMEDIATE RELEASE

October 28, 1997

                      IIMAK AND PAXAR STOCKHOLDERS VOTE TO
                              APPROVE THEIR MERGER

WHITE PLAINS, NY, October 28, 1997 - PAXAR Corporation (NYSE: PXR) announced
today the completion of its acquisition of International Imaging Materials, Inc.
(IIMAK) (Nasdaq: IMAK). Both IIMAK and PAXAR's shareholders voted overwhelmingly
earlier today at special meetings of shareholders to approve IIMAK's merger with
a newly formed, wholly-owned subsidiary of PAXAR Corporation.

Amherst, New York-based IIMAK, founded in 1983, is a major manufacturer of
thermal transfer ribbons. These ribbons are used in thermal transfer printers to
print bar code tags and labels and high-quality color graphics on a variety of
materials. Ribbon demand is driven by the installed base of printers, which
continues to exhibit growth and serves a wide breadth of applications. Industry
experts forecast that the market growth rate for thermal transfer ribbons
worldwide is approximately 20% annually.

PAXAR is a leading manufacturer of apparel identification products. Through its
wholly owned subsidiary, Monarch Marking Systems, Inc., PAXAR is also a major
U.S. manufacturer of thermal printers and supplies and has one of the largest
installed bases of printers in the industry. With the IIMAK transaction, PAXAR
would have had total sales in excess of $600 million on a pro forma basis for
the twelve months ended June 30, 1997.

"The IIMAK merger fits very nicely with our March 1997 acquisition of Monarch
Marking Systems, Inc. from a strategic perspective," staled Arthur Hershaft,
Chairman and Chief Executive Officer of PAXAR Corporation. "Very simply, the
recent
<PAGE>   2

acquisitions of those two companies will enhance our position in the rapidly
growing automatic identification and tracking (auto ID) industry."

In the merger, each of IIMAK's approximately 8.3 million outstanding shares will
be converted into 1.5 shares of PAXAR common stock. As a result of the merger,
PAXAR expects to issue approximately 12 million new shares of its common stock.

PAXAR is a worldwide leader in the apparel identification business. Monarch, a
wholly owned subsidiary of PAXAR, is a leading supplier of identification and
tracking solutions to retail and industrial customers worldwide. Together, PAXAR
and Monarch market and distribute their products in more than 75 countries.

              For more information on PAXAR, via fax at no charge,
           please call 1 (800) PRO-INFO, and enter ticker symbol PXR.
         Or, to visit the Company's web site, visit http://www.paxar.com

Except for historical information contained herein, certain statements in this
release are forward-looking statements that are made pursuant to the safe harbor
provisions of the Private Securities Litigation Reform Act of 1995.
Forward-looking statements involve known and unknown risks and uncertainties
that may cause PAXAR's actual results in future periods to differ materially
from forecasted results. Factors that could cause actual results to differ
materially include, but are not limited to, economic and other business
conditions that may affect demand for PAXAR's products in the United States or
international markets, the mix of products sold and the profit margins thereon,
order cancellations or reduced bookings by customers or distributors, and
discounting necessitated by price competition. Those and other risks are
described in the filings made by PAXAR with the Securities and Exchange
Commission during the preceding 12 months, including their annual reports on
Form 10-K for the year ended December 31, 1996, and PAXAR's quarterly reports
for the quarter ended September 30, 1997, copies of which are available from the
SEC or may be obtained upon request from PAXAR.

                                      ###



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