CONSOLIDATED GRAPHICS INC /TX/
8-K, 1998-10-13
COMMERCIAL PRINTING
Previous: ZYMETX INC, DEF 14A, 1998-10-13
Next: BLYTH INDUSTRIES INC, 424B3, 1998-10-13



 =============================================================================

                       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): SEPTEMBER 17, 1998

                           CONSOLIDATED GRAPHICS, INC.
             (EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)

         TEXAS                         0-24068               76-0190827
(STATE OR OTHER JURISDICTION   (COMMISSION FILE NUMBER)   (I.R.S. EMPLOYER
      OF INCORPORATION)                                   IDENTIFICATION NO.)

                           5858 WESTHEIMER, SUITE 200
                              HOUSTON, TEXAS 77057
              (ADDRESS OF PRINCIPAL EXECUTIVE OFFICES AND ZIP CODE)

       REGISTRANT'S TELEPHONE NUMBER, INCLUDING AREA CODE: (713) 787-0977
=============================================================================

ITEM 5.  OTHER EVENTS

     On September 17, 1998, pursuant to a Unanimous Written Consent of the Board
of Directors of Consolidated Graphics, Inc., it was resolved that Article II,
Section 16, subsection (m) of the By-Laws of the Company be amended to provide
that the maximum value of shares that may be issued by the Executive Committee
of the Board of Directors as consideration for the acquisition of individual
printing companies be increased from $25,000,000 to $75,000,000 provided further
that the aggregate consideration in any such individual transaction may not
exceed $75,000,000. A copy of the amendment is attached hereto as Exhibit 3.1

ITEM 7.  FINANCIAL STATEMENTS AND EXHIBITS

     (A)  EXHIBITS

     The following exhibit is filed herewith:


     3.1 Amendment to the By-Laws of the Company, dated September 17, 1998.


                                       1
<PAGE>
                                    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 HEREUNTO DULY AUTHORIZED.

                                               CONSOLIDATED GRAPHICS, INC.
                                                       (Registrant)

                                          By: /s/ RANDALL D. KEYS
                                                  RANDALL D. KEYS
                                             VICE PRESIDENT-FINANCE AND
                                               CHIEF FINANCIAL OFFICER

Date:  October 13, 1998


                                       2


                                                                     EXHIBIT 3.1

                           Consolidated Graphics, Inc.
                       Amendment to By-Laws of the Company
                               September 17, 1998

Pursuant to a Unanimous Written Consent of the Board of Directors of
Consolidated Graphics, Inc. dated September 17, 1998, it was resolved that
Article II, Section 16, subsection (m) of the By-Laws of the Company be amended
to provide that the maximum value of shares that may be issued by the Executive
Committee of the Board of Directors as consideration for the acquisition of
individual printing companies be increased from $25,000,000 to $75,000,000, such
that subsection (m) of Article II, Section 16 shall read as follows:

      (m) Issuance of Stock. The executive committee shall have and may exercise
     the authority of the Board of Directors with respect to the issuance of
     shares of the Company, provided, however, that the executive committee
     shall have such authority only with respect to authorized shares of the
     common stock of the Company and provided further that the executive
     committee may only issue or cause to be issued such shares as consideration
     for the acquisitions of printing companies that have been approved pursuant
     to authority delegated to the executive committee by the Board of Directors
     and provided further that the executive committee may in no circumstances
     issue or cause to be issued any such shares in any individual acquisition
     in which the aggregate consideration, whether consisting of debt
     assumption, the payment of cash, the issuance of notes or equity securities
     or any combination of the foregoing, exceeds $75,000,000.



© 2022 IncJournal is not affiliated with or endorsed by the U.S. Securities and Exchange Commission