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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): March 29, 1998
CALCOMP TECHNOLOGY, INC.
(Exact Name of Registrant as Specified in Charter)
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<S> <C> <C>
Delaware 0-16071 06-0888312
(State or Other Jurisdiction (Commission (IRS Employer
of Incorporation) File Number) Identification No.)
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2411 West La Palma Avenue, Anaheim, CA 92803
(Address of Principal Executive Offices) (Zip Code)
(714) 821-2000
(Registrant's Telephone Number, including Area Code)
Not Applicable
(Former Name or Former Address, if Changed Since Last Report)
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Item 5. Other Events
On March 29, 1998, the Registrant and Eastman Kodak Co. ("Kodak") entered
into a Patent License and Joint Development Agreement (the "Joint Development
Agreement") covering a project (the "Project") for the joint development of the
Registrant's existing CrystalJet piezo inkjet technology into a range of piezo
inkjet products, printers and consumables for commercial application. The Joint
Development Agreement has a term of five years and provides for the contribution
by Kodak to the Project of up to $36,000,000, with $20,000,000 having been
advanced upon the signing of the Joint Development Agreement and up to an
additional $16,000,000 to be funded incrementally over the term upon the
achievement of certain milestones and the occurrence of certain events. The
Joint Development Agreement also provides for royalties to be paid by Kodak to
the Registrant in respect of licenses granted thereunder by the Registrant to
Kodak which allow Kodak under certain circumstances to exploit the inkjet
technology developed pursuant to the Project. The Joint Development Agreement
provides that Kodak will also provide technical personnel to work on the
project, but that except as otherwise contemplated by the Joint Development
Agreement, the Registrant will fund all other development and manufacturing
expenses relating to the Project. In the event during the term the Registrant
desires to sell any of the CrystalJet assets related to the assets acquired by
the Registrant from Topaz Technologies, Inc. (the "Topaz Assets"), under the
Joint Development Agreement the Registrant will be required to offer to Kodak a
right of first refusal to purchase such Topaz Assets. The Joint Development
Agreement also contemplates OEM Agreements between the parties providing for the
sale of future developed products by the Registrant to Kodak and the mutual
purchase of certain inks and related media products developed in connection with
the Project.
Pursuant to the Joint Development Agreement, the Registrant issued to Kodak
a stock warrant (the "Warrant") covering 8,000,000 shares (the "Warrant Shares")
of the Registrant's Common Stock (or 15% of the Registrant's outstanding shares)
at an exercise price of $3.88 per share. The Warrant has a term of seven years
and will become exercisable as to 4,000,000 of the Warrant Shares upon the first
anniversary of the Warrant, and as to the remaining Warrant Shares on the second
anniversary (each a "Vesting Date"); provided, however, that in the event the
Joint Development Agreement is terminated prior to a Vesting Date, the Warrant
will terminate as to any unvested Warrant Shares. The Warrant contains standard
adjustment provisions and piggyback registration rights covering the Warrant
Shares. During the 24-month period after the issuance of the Warrant (and so
long as the Joint Development Agreement has not been terminated), upon the
issuance by the Registrant of additional shares of Common Stock, the number of
Warrant Shares will be proportionately increased so that the number of Warrant
Shares will continue to represent 15% of the issued and outstanding shares of
the Registrant; provided, however, that the exercise price of any additional
Warrant Shares will be the same as the price of the additional shares issued by
the Registrant. No adjustments will be required with respect to (i) shares of
Common Stock issued to any employee, consultant, advisor, officer or director of
the Registrant pursuant to a Board-approved plan; or (ii) shares issued in
connection with a reorganization transaction. The Warrant also provides Kodak
with a right of first refusal with respect to a proposed issuance of the
Registrant's capital stock during the 24 month period after the date of issuance
of the Warrant.
2
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In connection with the Joint Development Agreement, Lockheed Martin
Corporation, the Registrant's majority stockholder, has agreed, among other
things, to vote its shares for the election of a Kodak-designated director to
the Registrant's Board of Directors during the term of the Joint Development
Agreement.
See also the Press Release of Registrant attached hereto as Exhibit 99.1.
Item 7. Financial Statements, Pro Forma Financial Information and Exhibits.
(c) EXHIBITS
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Exhibit No. Description of Exhibit
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99.1 Joint Press Release dated March 30, 1998 issued by the Registrant
and Kodak
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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 hereunto duly authorized.
Dated: March 29, 1998 CALCOMP TECHNOLOGY, INC.
By: /s/ JOHN J. MILLERICK
----------------------------
John J. Millerick
Senior Vice President and
Chief Financial Officer
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EXHIBIT INDEX
Exhibit No. Description of Exhibit
- ----------- ----------------------
99.1 Joint Press Release dated March 30, 1998 issued by the Registrant
and Kodak
5
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FOR IMMEDIATE RELEASE
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Kodak Contacts:
Charles S. Smith Paul C. Allen
(716) 724-4513 (716) 724-5802
[email protected] [email protected]
CalComp Contacts:
Amy Lytle (editorial) Michael Pollock (investor)
(714) 957-1314 (310) 207-9300
[email protected] [email protected]
KODAK, CALCOMP SIGN AGREEMENT TO DEVELOP
COMMERCIAL PRINTING SOLUTIONS
ROCHESTER, N.Y./ANAHEIM, Calif., March 30, 1998 -- Eastman Kodak Co. (NYSE: EK)
and CalComp Technology Inc. (NASDAQ: CLCP) today announced they have signed an
agreement to jointly develop piezo inkjet technology.
The agreement will leverage CalComp's CrystalJet-based technology and
Kodak's imaging science and color management technology.
"For Kodak, this joint development activity will create the opportunity for
high-quality, high-productivity output, providing our customers another way to
literally 'Take Pictures. Further'," noted Patrick T. Siewert, president, Kodak
Professional, and vice president, Eastman Kodak Co.
"Our association with Kodak, one of the world's most respected imaging
companies, brings us a unique opportunity to expand CrystalJet technology in
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commercial digital printing markets," said John C. Batterton, president and
chief executive officer of CalComp.
"The synergy between CalComp and Kodak development teams will accelerate
CrystalJet technology in supporting the highest quality and demanding
applications," added Andreas Bibl, CalComp senior vice president, technology
development.
CalComp Technology Inc. develops and manufactures computer graphics
peripherals and supplies for business and professional applications. As an
industry leader in piezo inkjet technology, CalComp develops image marking
systems and components which support advanced digital printing applications.
Corporate offices are located in Anaheim, Calif. For more information, visit
the CalComp Web site at www.calcomp.com, or call 800-CALCOMP (800-225-2667).
Kodak is the world leader in both traditional silver halide and digital
imaging and markets a wide range of products in more than 150 countries. These
products include photographic films, papers and chemicals for amateur and
professional use; motion picture films, diagnostic imaging film and equipment;
digital imaging products including cameras, scanners, sensors and printers;
copier-duplicators; microfilm and image management systems. Kodak,
headquartered in Rochester, N.Y., employs approximately 97,500 people worldwide
and had sales totaling $14.5 billion in 1997. For more information, visit the
Kodak website at www.kodak.com.
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