X-rite, Inc - The Issuance and Institutional Issuance are exempt...

X-rite, Inc - Recent Material Event

Item 1.01 Entry into a Material Definitive Agreement” is hereby incorporated by reference into this Item 2.03.

Item 3.02.

Unregistered Sales of Equity Securities.

The disclosure set forth under “Item 1.01 Entry into a Material Definitive Agreement” is hereby incorporated by reference into this Item 3.02.

The Issuance and Institutional Issuance are exempt from registration under the Securities Act of 1933 pursuant to Section 4(2) of the Securities Act of 1933 and/or Regulation D promulgated under the Securities Act of 1933. Each of the Investor and the Institutional Investors has represented to the Company that it is an “accredited investor” as defined in Regulation D and that the Shares and Institutional Shares, as the case may be, are being acquired for investment. The Company has not engaged in a general solicitation or advertising with regard to the Issuance or Institutional Issuance and has not offered securities to the public in connection with the Issuance or the Institutional Issuance.

Item 5.03.

Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.

On August 20, 2008, the Board approved the Second Amended and Restated Bylaws of the Company (as amended and restated, the “Amended Bylaws”), effective immediately. The Amended Bylaws modify Article II, Section 8 of the Bylaws in its entirety to instead provide:

SECTION 8. CONTROL SHARE ACQUISITIONS. Chapter 7B of the Michigan Business Corporation Act (the “Stacey, Bennett, and Randall Shareholder Equity Act”) does not apply to control share acquisitions of shares of the Corporation.

A copy of the Company’s amended and restated bylaws is attached hereto as Exhibit 3.2 and is incorporated herein by reference. The foregoing description of the Amended Bylaws is qualified in its entirety by reference to the full text of the Amended Bylaws.

Item 8.01

Other Events

On August 20, 2008, the Company issued a press release announcing, among other things, that it had entered into the Investment Agreement, the Institutional Investors Investment Agreement, the Forbearance Agreements, the Letter Agreement and the Intercreditor Agreement. The press release is attached hereto as Exhibit 99.1 and is hereby incorporated by reference into this Item 8.01.

Item 9.01

Financial Statements and Exhibits

(d)

Exhibits


Exhibit No.		Description of Exhibits
3.2		Second Amended and Restated Bylaws of X-Rite, Incorporated

4.1		Amendment No. 1, dated as of August 20, 2008, to Shareholder Protection Rights Agreement, between X-Rite, Incorporated and Computershare Trust Company, N.A. (formerly known as EquiServe Trust Company, N.A.), dated as of March 29, 2002 (incorporated by reference to Exhibit 4.1 of the Form 8-A/A filed by X-Rite, Incorporated on August 20, 2008.

10.1		Investment Agreement, dated as of August 20, 2008, between X-Rite, Incorporated and OEPX, LLC

10.2		Investment Agreement dated as of August 20, 2008 between X-Rite, Incorporated, Sagard Capital Partners, L.P., Tinicum Capital Partners II, L.P., Tinicum Capital Partners II Parallel Fund and Tinicum Capital Partners II Executive Fund

10.3		Forbearance Agreement and Consent, Waiver and Amendment No. 1 related to the First Lien Credit and Guaranty Agreement, dated as of October 24, 2007, among the X-Rite, Incorporated, certain Company’s subsidiaries as guarantors, certain financial institutions from time to time party thereto and Fifth Third Bank, as administrative agent and collateral agent for the First Lien Lenders

10.4		Forbearance Agreement and Consent, Waiver and Amendment No. 1 related to the Second Lien Credit and Guaranty Agreement, dated as of October 24, 2007, among X-Rite, Incorporated, certain Company’s subsidiaries as guarantors, certain financial institutions from time to time party thereto and The Bank of New York Mellon, as administrative agent and collateral agent for the Second Lien Lenders

10.5		Letter Agreement between X-Rite, Incorporated and Goldman Sachs Capital Markets, L.P.

10.6		Consent, Reaffirmation and First Amendment to Intercreditor Agreement with Fifth Third Bank and the Bank of New York Mellon

10.7		Sixth Amendment, dated as of August 25, 2008, to X-Rite, Incorporated Promissory Note, dated as of June 30, 2006, by and between X-Rite, Incorporated and Fifth Third Bank, as amended

99.1		Press Release issued by the Company on August 20, 2008

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the Registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.