<PAGE>
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): February 12, 1996
SUMMAGRAPHICS CORPORATION
___________________________________________________________________
(Exact name of registrant as specified in its charter)
DELAWARE 0-16071 06-0888312
(State or other (Commission File (IRS Employer
jurisdiction of Number) Identification No.)
incorporation)
8500 CAMERON ROAD AUSTIN, TX 78754-3999
___________________________________________________________________
(Address of Principal Executive Offices) Zip Code
Registrant's telephone number, including area code: (512)873-1540
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 signed a non-binding letter of intent with Lockheed Martin
Corporation which contemplates combining Lockheed Martin's CalComp subsidiary
and Summagraphics, with Lockheed Martin owning 90% of the combined entity. A
press release announcing the letter of intent is attached as Exhibit 99.1.
ITEM NO. 7
(c) Exhibits
Exhibit 99.1 Press Release
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
Registrant
February 12, 1996 /s/ Robert B. Sims
_____________________________ ______________________________
Date: ROBERT B. SIMS
SENIOR VICE PRESIDENT
GENERAL COUNSEL &
CORPORATE SECRETARY
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EXHIBIT 99.1
News Release
LOCKHEED MARTIN'S CALCOMP SUBSIDIARY
AND SUMMAGRAPHICS CORPORATION AGREE TO COMBINE
AUSTIN, Texas/BETHESDA, Maryland, February 5, 1996 -- Summagraphics
Corporation (NASDAQ: SUGR) and Lockheed Martin Corporation (NYSE: LMT) announced
today the signing of a non-binding letter of intent which contemplates combining
Lockheed Martin's CalComp subsidiary and Summagraphics Corporation. Under the
terms of the contemplated transaction, Lockheed Martin would own approximately
90 percent of the combined entity. The combination would be executed by
Summagraphics issuing new shares of Common Stock to Lockheed Martin in a
tax-free exchange for all of the issues and outstanding shares of Lockheed
Martin's CalComp subsidiary. The resulting NASDAQ-listed company would have
sales of approximately $350 million.
The transaction is subject to a number of conditions, including, among
other things, execution of a definitive agreement, approval by Summagraphics'
shareholders, and requisite regulatory approvals. Summagraphics has retained
the investment banking firm of Needham & Company, Inc. to provide its opinion as
to the fairness of the proposed transaction to Summagraphics' shareholders from
a financial standpoint. It is contemplated that the transaction would close in
the first half of 1996. The combination brings together companies with
complementary technologies and product offerings in the competitive CAD and
graphic arts markets.
CalComp, based in Anaheim, California, designs and manufactures computer
peripherals, such as plotters and printers, and is a leading supplier of
digitizers and scanners for complex business, CAD and graphics applications.
Summagraphics Corporation, based in Austin, Texas, is also a leading
supplier of high performance digitizing tablets and cutters, plotters,
large-format color printers used principally in computer graphics,
computer-aided design and other advanced graphic applications.
(Note: Lockheed Martin does not publish separate financial information for
CalComp. Summagraphics' proxy statement relating to the transaction would
include audited financial statements and additional detailed information
regarding CalComp.)
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CONTACTS:
Lockheed Martin Corporation
Media: Ron Meder (301) 897-6352
Investor Relations: Jim Ryan (301) 897-6584
Summagraphics Corporation
Robert Sims (512) 873-1562
