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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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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
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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.
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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
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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.
