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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): May 11, 1996
SUMMAGRAPHICS CORPORATION
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(Exact name of registrant as specified in its charter)
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<S> <C> <C>
Delaware 0-16071 06-0888312
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(State or other (Commission File (IRS Employer
jurisdiction of Number) Identification No.)
incorporation)
8500 Cameron Road Austin, TX 78754-3999
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(Address of Principal Zip Code
Executive Offices)
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Registrant's telephone number, including area code: (512)873-1540
Not Applicable
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NOT APPLICABLE
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(Former name or former address, if changes since last report)
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Item No. 5 - Other Events
The registrant entered into a Plan of Reorganization and Agreement For the
Exchange of Stock of CalComp, Inc. For Stock of Summagraphics Corporation (the
"Agreement"), dated as of March 19, 1996, pursuant to which CalComp, Inc., a
wholly owned subsidiary of Lockheed Martin Corporation, would merge with the
Registrant.
A copy of the Agreement and certain other documents were attached as
Exhibits to the Registrant's Form 8-K dated March 19, 1996 (which was filed with
the Commission) and are incorporated herein by reference.
The Registrant entered into an Amendment of the Agreement dated as of April
30, 1996 which is attached hereto and incorporated herein by reference.
Item No. 7 - Financial Statements, Pro Forma Financial Information and Exhibits
(c) Exhibits
Exhibit 2 - Amendment Number 1 of Plan of Reorganization and Agreement
for the Exchange of Stock of CalComp, Inc. For Stock of Summagraphics
Corporation.
SIGNATURE
Pursuant to the requirements of the Securities and Exchange Act of 1934,
the Registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
SUMMAGRAPHICS CORPORATION
Dated: May 11, 1996 By: /s/ ROBERT B. SIMS
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Robert B. Sims
Senior Vice President
Secretary and General Counsel
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EXHIBIT 2
AMENDMENT NUMBER 1
to
PLAN OF REORGANIZATION
AND
AGREEMENT FOR THE EXCHANGE OF STOCK OF
CALCOMP INC. FOR STOCK OF SUMMAGRAPHICS CORPORATION
BY AND AMONG
LOCKHEED MARTIN CORPORATION,
A MARYLAND CORPORATION,
CALCOMP INC.,
A CALIFORNIA CORPORATION
AND
SUMMAGRAPHICS CORPORATION,
A DELAWARE CORPORATION
DATED AS OF MARCH 19, 1995
dated as of April 30, 1996
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TABLE OF CONTENTS
1. Definitions of Terms.................................................... 1
2. Material Adverse Effect................................................. 1
3. Backlog................................................................. 1
4. Rescission of Backlog and Material Adverse
Effect Conditions to Closing............................................ 1
5. MAE Variance............................................................ 2
6. Backlog Variance........................................................ 2
7. Modified Effect of a Change in Backlog or a Material Adverse Effect by
Summagraphics........................................................... 2
8. Number of Additional Shares of Stock.................................... 2
9. Additional Obligations of Summagraphics................................. 2
A. WARN Notice........................................................ 2
B. Summagraphics Personnel............................................ 2
C. Transition Planning Access......................................... 3
D. Summachrome Purchase Orders........................................ 3
E. Summajet Purchase Orders........................................... 3
F. Large Format Digitizer Purchase Orders............................. 3
G. Temporary Employees................................................ 3
H. Purchase Order Cancellation........................................ 3
I. CO-OP Advertising.................................................. 3
10. Name Change............................................................. 3
11. Corresponding Changes to Other Agreements............................... 3
12. All Other Terms Remain in Effect........................................ 4
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AMENDMENT NUMBER 1
to
Plan of Reorganization and Agreement for the
Exchange of Stock of CalComp Inc. for Stock of
Summagraphics Corporation, dated as of March 19, 1996
This Amendment is made and entered into as of April 30, 1996 by and
between Lockheed Martin Corporation, a Maryland corporation; CalComp Inc., a
California corporation; and Summagraphics Corporation, a Delaware corporation.
RECITALS
WHEREAS, Lockheed Martin, CalComp and Summagraphics recognize that
ongoing operations of Summagraphics require modifications to the Plan of
Reorganization entered into by the parties as of March 19, 1996; and
WHEREAS, all parties agree to make and accept the following negotiated
changes to the Plan of Reorganization and related Exhibits and documents;
AND WHEREAS, this Amendment cancels and supersedes any prior Amendment
covering the same subject matter hereof;
NOW, THEREFORE, the parties hereby agree as follows:
AGREEMENT
1. Definitions of Terms. Capitalized terms shall have the same meaning as
defined in the Plan of Reorganization and Agreement for the Exchange of Stock of
CalComp Inc. for Stock of Summagraphics Corporation by and among the parties
hereto dated as of March 19, 1996 (the "Plan of Reorganization").
2. Material Adverse Effect. The definition of Material Adverse Effect, as
defined in Paragraph 1.9(b) of the Plan of Reorganization, is amended by
deleting the words "$2,000,000 for Summagraphics" in line 6 and replacing them
with the words "$3,400,000 for Summagraphics".
3. Backlog. Committed Backlog, as used in this Amendment, shall mean the
Summagraphics Backlog (as defined in Paragraph 3.1(bb) of the Plan of
Reorganization) of $2,750,000, but the words "May 31, 1996" shall be deleted and
replaced with the words "the Closing Date."
4. Rescission of Backlog and Material Adverse Effect Conditions to Closing.
The parties hereby agree to delete Paragraphs 7.2 and 7.11 to the extent that
Summagraphics (i) failure to achieve a Material Adverse Effect less than the
amount specified in Paragraph 2 above,
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or (ii) having an actual backlog as of the Closing Date less than the amount
specified in Paragraph 3, above, would otherwise constitute a Failure of a
Condition Precedent to Closing.
5. MAE Variance. The "MAE Variance" will be the amount by which the actual
Material Adverse Effect, as of the Closing, is different from the amount
specified in Paragraph 2. A positive variance is considered to be a variance in
favor of the Purchaser. For example, if the actual Material Adverse Effect is
$3,800,000 and the amount in paragraph 2 is $3,400,000, the MAE Variance is -
$400,000. If the actual Material Adverse Effect as of the Closing is
$2,500,000, the MAE Variance would be +$900,000.
6. Backlog Variance. The Backlog Variance will be the amount by which the
actual Backlog as of the Closing is different from the amount specified in
Paragraph 3. A positive variance is considered to be a variance in favor of the
Purchaser. For example, if the actual Backlog as of the Closing is $3,500,000
and the Backlog Committed is $2,750,000, the Backlog Variance would be
+$750,000. If the actual Backlog as of the Closing is $2,000,000, the Backlog
Variance would be -$750,000.
7. Modified Effect of a Change in Backlog or a Material Adverse Effect by
Summagraphics. The parties agree that if the sum of the Backlog Variance and
the MAE Variance is less than 50, any negative amount will result in
Summagraphics issuing additional stock above and beyond any stock issuance
otherwise provided for in the Plan of Reorganization.
8. Number of Additional Shares of Stock. Summagraphics will issue such number
of additional shares as is indicated by dividing the sum of the MAE Variance and
Backlog Variance, if negative, by the average closing prices, as reported in the
Wall Street Journal, -- NASDAQ National Market Issues, for the five days
preceding Closing, as specified in Paragraph 1.3 of the Plan of Reorganization.
The number of shares to be issued (to the nearest whole share) times the share
price above must equal the negative variance (if any), but in the event the sum
of the MAE and Backlog Variances is positive, the number of shares will not be
adjusted.
9. Additional Obligations of Summagraphics.
A. WARN notice. Summagraphics will give a WARN Notice to all necessary
recipients when directed by CalComp, but not sooner than May 1, 1996. At
the time of the WARN Notice, Summagraphics employees so notified shall
receive written notification of their full entitlement, including
severance.
B. Summagraphics Personnel. Following the giving of the WARN Notice
(unless earlier agreed to by Summagraphics), Summagraphics will permit
reasonable CalComp access to Summagraphics employees for the purpose of
interviewing possible future employees and to make offers to selected
employees. Such requests will follow a reasonable Summagraphics protocol.
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C. Transition Planning Access. Summagraphics agrees to cooperate with
CalComp as reasonably necessary to support the transition planning actions
by CalComp relating to employees, customers, suppliers, lending
institutions, landlords, and others.
D. Summachrome Purchase Orders. Summagraphics will refrain from issuing
any Purchase Orders effective with the date of this Amendment for support
of Summachrome production except as may be specifically agreed to in
writing by CalComp. This provision is not intended to restrict the
production or sale of such units prior to the Closing.
E. Summajet Purchase Orders. Summagraphics will refrain from issuing any
Purchase Orders effective with the date of this Amendment for support of
Summajet production except as may be specifically agreed in writing by
CalComp. This provision is not intended to restrict the production or sale
of such units prior to the Closing.
F. Large Format Digitizer Purchase Orders. Summagraphics will refrain
from issuing any Purchase Orders for production after August 31, 1996 for
purchase of Large Format Digitizers except as may be specifically agreed to
in writing by CalComp. This provision is not intended to restrict the
production or sale of such units prior to the Closing.
G. Temporary Employees. Summagraphics will eliminate, to the greatest
extent reasonably possible, the use of temporary employees.
H. Purchase Order Cancellation. Summagraphics will negotiate the
cancellation of Purchase Orders for Summajet, Summachrome and Large Format
Digitizers to result in a net savings as great as possible. This provision
is not intended to restrict the production or sale of such units prior to
the Closing.
I. CO-OP Advertising. Summagraphics will eliminate, to the greatest
extent possible, all Co-operative Advertising expenses related to the
Summajet and Summachrome Product Lines. This provision is not intended to
restrict the production or sale of such units prior to the Closing.
10. Name Change. Effective as of the Closing, the name of Summagraphics
Corporation will be changed to "CalComp Technology, Inc." and the name of
CalComp Inc. will not be changed.
11. Corresponding Changes to Other Agreements. By this Amendment, the parties
hereby declare that all terms and conditions in the Plan of Reorganization, the
Exhibits, or any other agreement between the parties relating to matters covered
by this Amendment are deemed amended as necessary to conform to the provisions
of this Amendment.
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12. All Other Terms Remain in Effect. Except as expressly provided herein, all
other terms and conditions in the Plan of Reorganization, its Exhibits, and all
other agreements between the parties remain unchanged and in effect.
IN WITNESS WHEREOF, Lockheed Martin, CalComp and Summagraphics have caused
this Agreement to be duly executed by their respective chairman of presidents
and their respective seals to be hereunto affixed and attested by their
respective secretaries thereunto duly authorized as of the date first written
above.
LOCKHEED MARTIN CORPORATION
By: /s/ Peter B. Teets
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Peter B. Teets
President - Lockheed
Martin Information &
Technology Services Sector
CALCOMP
By: /s/ Gary Long
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Gary Long
President
SUMMAGRAPHICS CORPORATION
By: /s/ Michael S. Bennett
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Michael S. Bennett
President and Chief Executive Officer
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