-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, EgkvgyLPcjmEqzy+lnySrcVNYrvxRlrCzgUS4bb30WxacfO/3/Ah2PH5J9tSJCXs pzQneR5CUOlFUCLkr96EUg== 0000872573-07-000026.txt : 20070226 0000872573-07-000026.hdr.sgml : 20070226 20070223183847 ACCESSION NUMBER: 0000872573-07-000026 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 20070226 DATE AS OF CHANGE: 20070223 GROUP MEMBERS: A.R.T. ADVISORS, LLC GROUP MEMBERS: CAXTON ASSOCIATES, L.L.C. GROUP MEMBERS: CAXTON INTERNATIONAL LIMITED GROUP MEMBERS: GDK, INC. GROUP MEMBERS: MR. AARON SOSNICK GROUP MEMBERS: MR. BRUCE S. KOVNER SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: INFOCUS CORP CENTRAL INDEX KEY: 0000845434 STANDARD INDUSTRIAL CLASSIFICATION: COMPUTER PERIPHERAL EQUIPMENT, NEC [3577] IRS NUMBER: 930932102 STATE OF INCORPORATION: OR FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-41347 FILM NUMBER: 07647225 BUSINESS ADDRESS: STREET 1: 27700B SW PARKWAY AVE CITY: WILSONVILLE STATE: OR ZIP: 97070 BUSINESS PHONE: 5036858888 MAIL ADDRESS: STREET 1: 27700B SW PARKWAY AVE CITY: WILSONVILLE STATE: OR ZIP: 97070 FORMER COMPANY: FORMER CONFORMED NAME: IN FOCUS SYSTEMS INC DATE OF NAME CHANGE: 19930328 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: CAXTON ASSOCIATES LLC CENTRAL INDEX KEY: 0000872573 IRS NUMBER: 223430173 STATE OF INCORPORATION: DE FISCAL YEAR END: 1030 FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: STREET 1: PRINCETON PLAZA, BUILDING 2 STREET 2: 731 ALEXANDER ROAD CITY: PRINCETON STATE: NJ ZIP: 08540 BUSINESS PHONE: 609-419-1800 MAIL ADDRESS: STREET 1: PRINCETON PLAZA, BUILDING 2 STREET 2: 731 ALEXANDER ROAD CITY: PRINCETON STATE: NJ ZIP: 08540 FORMER COMPANY: FORMER CONFORMED NAME: CAXTON CORP DATE OF NAME CHANGE: 19961118 SC 13D/A 1 infs13damend4.txt SC 13D/A - - INFOCUS CORP AMENDMENT 4 SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 Amendment No. 4 InFocus Corporation (Name of Issuer) Common Stock (Title of Class of Securities) 45665B106 (CUSIP Number) Mr. Scott B. Bernstein Caxton Associates, L.L.C. 731 Alexander Road, Bldg. 2 Princeton, New Jersey 08540 (609) 419-1800 (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) 2/16/2007 (Date of Event which Requires Filing of this Statement) If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of Section 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box. |X| Note: Schedules filed in paper format shall include a signed original and- five copies of the schedule, including all exhibits. See Section 240.13d-7 for other parties to whom copies are to be sent. *The remainder of this cover page shall be filled out for a reporting person's initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page. The information required on the remainder of this cover page shall not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes). (1) Names of Reporting Persons. I.R.S. Identification Nos. of above persons (entities only). Caxton International Limited (2) Check the Appropriate Box if a Member of a Group (See Instructions) (a)|_| (b)|x| (3) SEC Use Only. (4) Source of Funds (See Instructions). WC (5) Check if Disclosure of Legal Proceedings is Required Pursuant to Items 2(d) or 2(e) |_| (6) Citizenship or Place of Organization British Virgin Islands Number of Shares Beneficially Owned by Each Reporting Person With: (7) Sole Voting Power: 0 (8) Shared Voting Power: 4,217,089 (9) Sole Dispositive Power: 0 (10) Shared Dispositive Power: 4,217,089 (11) Aggregate Amount Beneficially Owned by Each Reporting Person. 4,217,089 (12) Check if the Aggregate Amount in Row (11) Excludes Certain Shares (see instructions). |_| (13) Percent of Class Represented by Amount in Row (11). 10.6% (14) Type of Reporting Person (See Instructions). CO (1) Names of Reporting Persons. I.R.S. Identification Nos. of above persons (entities only). GDK, Inc. (2) Check the Appropriate Box if a Member of a Group (See Instructions) (a)|_| (b)|x| (3) SEC Use Only. (4) Source of Funds (See Instructions). WC (5) Check if Disclosure of Legal Proceedings is Required Pursuant to Items 2(d) or 2(e) |_| (6) Citizenship or Place of Organization British Virgin Islands Number of Shares Beneficially Owned by Each Reporting Person With: (7) Sole Voting Power: 0 (8) Shared Voting Power: 221,111 (9) Sole Dispositive Power: 0 (10) Shared Dispositive Power: 221,111 (11) Aggregate Amount Beneficially Owned by Each Reporting Person. 221,111 (12) Check if the Aggregate Amount in Row (11) Excludes Certain Shares (see instructions). |_| (13) Percent of Class Represented by Amount in Row (11). 0.6% (14) Type of Reporting Person (See Instructions). BD (1) Names of Reporting Persons. I.R.S. Identification Nos. of above persons (entities only). A.R.T. Advisors, LLC 13-4196796 (2) Check the Appropriate Box if a Member of a Group (See Instructions) (a)|_| (b)|x| (3) SEC Use Only. (4) Source of Funds (See Instructions). WC (5) Check if Disclosure of Legal Proceedings is Required Pursuant to Items 2(d) or 2(e) |_| (6) Citizenship or Place of Organization Delaware Number of Shares Beneficially Owned by Each Reporting Person With: (7) Sole Voting Power: 0 (8) Shared Voting Power: 221,111 (9) Sole Dispositive Power: 0 (10) Shared Dispositive Power: 221,111 (11) Aggregate Amount Beneficially Owned by Each Reporting Person. 221,111 (12) Check if the Aggregate Amount in Row (11) Excludes Certain Shares (see instructions). |_| (13) Percent of Class Represented by Amount in Row (11). 0.6% (14) Type of Reporting Person (See Instructions). IA (1) Names of Reporting Persons. I.R.S. Identification Nos. of above persons (entities only). Sosnick, Aaron (2) Check the Appropriate Box if a Member of a Group (See Instructions) (a)|_| (b)|x| (3) SEC Use Only. (4) Source of Funds (See Instructions). WC (5) Check if Disclosure of Legal Proceedings is Required Pursuant to Items 2(d) or 2(e) |_| (6) Citizenship or Place of Organization United States Number of Shares Beneficially Owned by Each Reporting Person With: (7) Sole Voting Power: 0 (8) Shared Voting Power: 221,111 (9) Sole Dispositive Power: 0 (10) Shared Dispositive Power: 221,111 (11) Aggregate Amount Beneficially Owned by Each Reporting Person. 221,111 (12) Check if the Aggregate Amount in Row (11) Excludes Certain Shares (see instructions). |_| (13) Percent of Class Represented by Amount in Row (11). 0.6% (14) Type of Reporting Person (See Instructions). IN (1) Names of Reporting Persons. I.R.S. Identification Nos. of above persons (entities only). Caxton Associates, L.L.C. 22-3430173 (2) Check the Appropriate Box if a Member of a Group (See Instructions) (a)|_| (b)|x| (3) SEC Use Only. (4) Source of Funds (See Instructions). Not Applicable (5) Check if Disclosure of Legal Proceedings is Required Pursuant to Items 2(d) or 2(e) |_| (6) Citizenship or Place of Organization Delaware Number of Shares Beneficially Owned by Each Reporting Person With: (7) Sole Voting Power: 0 (8) Shared Voting Power: 4,438,200 (9) Sole Dispositive Power: 0 (10) Shared Dispositive Power: 4,438,200 (11) Aggregate Amount Beneficially Owned by Each Reporting Person. 4,438,200 (12) Check if the Aggregate Amount in Row (11) Excludes Certain Shares (see instructions). |_| (13) Percent of Class Represented by Amount in Row (11). 11.2% (14) Type of Reporting Person (See Instructions). IA (1) Names of Reporting Persons. I.R.S. Identification Nos. of above persons (entities only). Kovner, Bruce (2) Check the Appropriate Box if a Member of a Group (See Instructions) (a)|_| (b)|x| (3) SEC Use Only. (4) Source of Funds (See Instructions). Not Applicable (5) Check if Disclosure of Legal Proceedings is Required Pursuant to Items 2(d) or 2(e) |_| (6) Citizenship or Place of Organization United States Number of Shares Beneficially Owned by Each Reporting Person With: (7) Sole Voting Power: 0 (8) Shared Voting Power: 4,438,200 (9) Sole Dispositive Power: 0 (10) Shared Dispositive Power: 4,438,200 (11) Aggregate Amount Beneficially Owned by Each Reporting Person. 4,438,200 (12) Check if the Aggregate Amount in Row (11) Excludes Certain Shares (see instructions). |_| (13) Percent of Class Represented by Amount in Row (11). 11.2% (14) Type of Reporting Person (See Instructions). IN Item 4. Purpose of Transaction. Item 4 is amended by adding thereto the following additional information: On February 2, 2007, Mr. C. Kyle Ranson, President and Chief Executive Officer of the Company, contacted representatives of the Reporting Persons to discuss with them the Company's strategic alternatives process and the Reporting Persons' intention of calling a special meeting of the Company's shareholders (a "Special Meeting") and proposing removal and replacement at the Special Meeting (the "Special Meeting Proxy Contest") of a majority of the Company's Board of Directors (the "Board"). In that conversation, Mr. Ranson advised the representatives of the Reporting Persons that the Company might be only a few weeks away from a crossroads decision with regards to an evaluation of strategic alternatives that might include a sale, merger or other business combination involving the Company (a "Transaction") and that he would like the opportunity to discuss the specifics of one or more possible Transactions with the Reporting Persons' representatives in advance of such an announcement. In order to be in a position to hold such a discussion, Mr. Ranson requested that the Reporting Persons sign a confidentiality agreement. In response, the Reporting Persons indicated a willingness to sign a confidentiality agreement with a term of two weeks solely in order to receive confidential information about the terms of one or more potential Transactions and not for the purpose of receiving any other type of confidential information. In addition, Mr. Ranson indicated that, as a condition to being consulted on a possible Transaction, the Reporting Persons would have to agree not to call a Special Meeting prior to the 2007 annual meeting of the Company's shareholders (the "2007 Annual Meeting"). Following further discussion, the Reporting Persons' representatives indicated a willingness to consider Mr. Ranson's suggestion that they not call a Special Meeting and that in exchange for this forbearance the Company would agree that the Reporting Persons would be entitled to substantial Board representation if the Company were unable to announce a Transaction at some time prior to the 2007 Annual Meeting. Over the next several weeks, representatives of the Reporting Persons and the Company held discussions about a possible settlement of the Special Meeting Proxy Contest. On February 23, 2007, certain of the Reporting Persons signed an agreement with the Company settling the Special Meeting Proxy Contest (the "Settlement Agreement"). The Settlement Agreement provides that the Reporting Persons and certain of their affiliates will not call a Special Meeting prior to the 2007 Annual Meeting and, with respect to any other special meeting of the Company's shareholders held before the 2007 Annual Meeting, will not engage in or to encourage any solicitation for the purpose of removing directors or increasing the authorized number of directors of the Company. The Settlement Agreement further provides that on April 13, 2007, or any time thereafter, the Reporting Persons will have the right to have two designees of their choosing added to the Board if (i) prior to the time such right was exercised the Company has not publicly announced that it has entered into a definitive agreement with respect to a Transaction and (ii) at the time of exercising such right the Reporting Persons and their affiliates hold at least 10% of the shares of Common Stock outstanding on February 23, 2007. In addition, the Settlement Agreement provides that the Company will hold the 2007 Annual Meeting no later than July 31, 2007 (or August 31, 2007, if the Company announces a Transaction, has filed proxy materials with the Securities and Exchange Commission and is pursuing in good faith a meeting of shareholders for approval of the Transaction). The Settlement Agreement does not include a confidentiality arrangement pursuant to which representatives of the Reporting Persons will become privy to the terms of a possible Transaction because the Company had advised the Reporting Persons that it would require any such confidentiality arrangement to have a term of at least 60 days and that even with such an agreement in place representatives of the Reporting Persons would only be provided information about a possible Transaction very shortly prior to the time the Company was prepared to execute a definitive agreement with respect to such a transaction. The Settlement Agreement does not restrict the Reporting Persons in any way with respect to the 2007 Annual Meeting and does not require the Company to nominate any designee of the Reporting Persons to serve on the Board beyond the 2007 Annual Meeting. The Reporting Persons reserve the right to seek representation at the 2007 Annual Meeting, including the right to propose nominees and solicit proxies for all or fewer than all Board seats. The Reporting Persons have not determined whether they will seek Board representation at the 2007 Annual Meeting. A copy of the Settlement Agreement is filed herewith as Exhibit 99.1 and is incorporated herein by reference in its entirety. Item 6. Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer. Reference is made to Item 4 for a description of the Settlement Agreement. Item 7. Material to be Filed as Exhibits 99.1 Settlement Agreement, dated February 23, 2007, by among the Company and Caxton Associates, L.L.C, Caxton International Limited and GDK Inc. Signature After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct. Caxton International Limited Date: 2/23/2007 /s/ Joseph Kelly Name: Joseph Kelly Title: Vice President and Treasurer Date: 2/23/2007 /s/ Maxwell Quin Name: Maxwell Quin Title: Vice President and Secretary GDK, Inc. Date: 2/23/2007 /s/ Joseph Kelly Name: Joseph Kelly Title: Vice President and Treasurer Date: 2/23/2007 /s/ Maxwell Quin Name: Maxwell Quin Title: Vice President and Secretary A.R.T. Advisors, LLC Date: 2/23/2007 /s/ Andrew Waldman Name: Andrew Waldman Title: Authorized Representative Date: 2/23/2007 /s/ Aaron Sosnick Name: Aaron Sosnick Title: signed by Andrew Waldman as Authorized Representative Caxton Associates, L.L.C. Date: 2/23/2007 /s/ Scott B. Bernstein Name: Scott B. Bernstein Title: Secretary Date: 2/23/2007 /s/ Bruce S. Kovner Name: Bruce S. Kovner Title: signed by Scott B. Bernstein as Attorney-in-Fact The original statement shall be signed by each person on whose behalf the statement is filed or his authorized representative. If the statement is signed on behalf of a person by his authorized representative (other than an executive officer or general partner of the filing person), evidence of the representative's authority to sign on behalf of such person shall be filed with the statement: provided, however, that a power of attorney for this purpose which is already on file with the Commission may be incorporated by reference. The name and any title of each person who signs the statement shall be typed or printed beneath his signature. ATTENTION: Intentional misstatements or omissions of fact constitute Federal criminal violations (See 18 U.S.C. 1001). EX-99 2 infsamd4-991.txt EX-99 - - INFOCUS CORP EXHIBIT 99.1 EXHIBIT 99.1 SETTLEMENT AGREEMENT This SETTLEMENT AGREEMENT (the "Agreement") is made and entered into as of February 23, 2007, by and between InFocus Corporation, an Oregon corporation ("InFocus" or the "Company"), and Caxton Associates, L.L.C., a Delaware limited liability company ("Caxton"), Caxton International Limited, a British Virgin Islands corporation ("Caxton International"), and GDK Inc., a British Virgin Islands corporation (together with Caxton and Caxton International, the "Caxton Entities"). RECITALS WHEREAS, InFocus has announced that its board of directors (the "Board") and the Company's financial advisor are conducting an evaluation of strategic alternatives for the Company; and WHEREAS, one of those strategic alternatives may involve a sale of the Company or a merger or other business combination involving the Company (a "Transaction"); and WHEREAS, Caxton International intends to demand a special meeting of the shareholders of InFocus (the "Special Meeting") and to solicit proxies from InFocus' shareholders (the "Special Meeting Solicitation") to (i) remove a majority of the members of the Board at the Special Meeting and (ii) nominate certain individuals to be elected at the Special Meeting to fill the resulting vacancies on the Board; and WHEREAS, among other things, InFocus is willing under certain circumstances to add to the Board two individuals selected by Caxton (whom Caxton believes in good faith to be qualified to serve on the Board), and Caxton is willing to terminate the Special Meeting Solicitation; NOW, THEREFORE, in consideration of the premises, the mutual covenants and agreements contained herein and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto agree as follows: ARTICLE I. AGREEMENTS Section 1.1. Abandonment of Special Meeting Solicitation. Neither the Caxton Entities nor any of their Affiliates will, directly or indirectly, (a) demand, or encourage any other shareholder of the Company to demand, pursuant to the Company's Bylaws or the Oregon Business Corporation Act, at any time prior to the Company's 2007 Annual Meeting of shareholders (the "2007 Annual Meeting"), that the Company call a special meeting of its shareholders or (b) with respect to any special meeting of shareholders held prior to the 2007 Annual Meeting (an "Interim Special Meeting"), solicit proxies or consents for the purpose of removing directors or increasing the authorized number of directors of the Company or otherwise become a "participant," directly or indirectly, in any "solicitation" of "proxies" or consents for such purpose (such quoted terms being defined in Regulation 14A under the Securities Exchange Act of 1934, as amended (the "Exchange Act")); provided that, with the exception of the foregoing prohibitions with respect to calling an Interim Special Meeting and the removal of directors or increasing the authorized number of directors at an Interim Special Meeting, nothing herein contained shall affect or limit Caxton's ability to act with respect to any annual or special meeting of the Company's shareholders. For purposes of this Agreement, "Affiliate" means any person that directly, or indirectly through one or more intermediaries, controls, is controlled by, or is under common control with, the Caxton Entities. Section 1.2. Option for Board Representation. (a) At any time on or after April 13, 2007, Caxton may deliver to the Company written notice (the "Notice") demanding that the Company add to its Board up to two (2) designees named by Caxton in the Notice (the "Caxton Designees") whom Caxton believes in good faith to be qualified to serve on the Board. As promptly as practicable, and in any event within five (5) business days after the date of receipt of the Notice by the Company, the Company shall take all action necessary (including the calling of a special meeting of the Board to approve such actions) to increase the authorized number of directors of the Company from five (5) to seven (7) members and to cause the directors then on the Board (the "Incumbent Directors") to nominate and elect the Caxton Designees to fill such newly created directorships to serve until the next election of directors of the Company or until the earlier resignation or removal of such directors. Notwithstanding the foregoing, Caxton shall not be entitled to deliver the Notice and the Company shall not be required to add any Caxton Designees to the Board if prior to the time the Notice is given, or prior to the time the Company otherwise would be required to add Caxton Designees to the Board, as the case may be, InFocus shall have publicly announced that it has entered into a definitive agreement for a Transaction. (b) Should any Caxton Designee resign from the Board or decide not to seek appointment or election to the Board, pursuant to Section 1.2(c), Caxton shall be entitled to designate a replacement for such Caxton Designee as a member of the Board (such replacement being a person whom Caxton believes in good faith to be qualified to serve on the Board), and InFocus shall take all necessary action to replace the resigning Caxton Designee with such designated replacement as promptly as practicable. Any such designated replacement who becomes a Board member shall be deemed to be a Caxton Designee for all purposes under this Agreement. (c) The Board or a nominating committee of the Board shall nominate for election to the Board at the 2007 Annual Meeting a slate of individuals selected by it in its sole discretion. For the avoidance of doubt, Incumbent Directors shall have no obligation to nominate and recommend Caxton Designees to shareholders for election at any subsequent annual or special meeting of shareholders. (d) Notwithstanding any provision to the contrary contained in this Agreement, the Company shall not be required to cause the Board (or the nominating committee thereof) to nominate the Caxton Designees unless on the date the Notice is received by the Company the Caxton Entities and their Affiliates maintain an aggregate beneficial ownership of at least ten (10) percent of the total number of shares of common stock of the Company outstanding on the date of this Agreement, adjusted proportionately in all cases to reflect any stock dividend or distribution, stock split, reverse stock split, combination, recapitalization reclassification or similar transaction affecting the outstanding shares of common stock of the Company after the date of this Agreement. (e) In the event one or more Caxton Designees become a director of the Company, such Caxton Designees shall each be subject to the Company's insider trading guidelines and other policies governing members of the Board to the same extent as any other member of the Board. Section 1.3. Annual Meeting. Except as otherwise expressly agreed to in writing by Caxton, InFocus shall hold the 2007 Annual Meeting no later than July 31, 2007 (the "Annual Meeting Deadline"), and shall give notice of the date of that meeting no later than 30 days prior to the date of the 2007 Annual Meeting; provided, however, if the Company has (i) publicly announced a Transaction prior to April 13, 2007, (ii) filed a preliminary proxy statement in connection with the Transaction with the Securities and Exchange Commission and (iii) is pursuing in good faith a special meeting of shareholders to vote on such Transaction, then the Annual Meeting Deadline shall be extended until August 31, 2007. Section 1.4. Publicity. Promptly following the execution of this Agreement, InFocus and the Caxton Entities shall prepare and issue a joint press release in the form attached hereto as Annex A. Thereafter, InFocus and the Caxton Entities shall use their reasonable efforts to consult with each other before issuing any press release or otherwise making any public statement about the execution or terms of this Agreement. ARTICLE II. MISCELLANEOUS PROVISIONS Section 2.1. Representations and Warranties. (a) Each of the parties hereto represents and warrants to the other party that: (i) such party has all requisite authority and power to execute and deliver this Agreement and to consummate the transactions contemplated hereby, (ii) the execution and delivery of this Agreement and the consummation of the transactions contemplated hereby have been duly and validly authorized by all required action on the part of such party and no other proceedings on the part of such party are necessary to authorize the execution and delivery of this Agreement or to consummate the transactions contemplated hereby, (iii) the Agreement has been duly and validly executed and delivered by such party and constitutes the valid and binding obligation of such party enforceable against such party in accordance with their respective terms, and (iv) this Agreement will not result in a violation of any terms or provisions of any agreements to which such person is a party or by which such party may otherwise be bound or of any law, rule, license, regulation, judgment, order or decree governing or affecting such party. (b) The parties hereto acknowledge, warrant and represent that they have carefully read this Agreement, understand it, have consulted with and received the advice of counsel regarding this Agreement, agree with its terms, are duly authorized to execute it and freely, voluntarily and knowingly execute it. Section 2.2. General. (a) This Agreement shall be binding upon and inure to the benefit of and be enforceable by the parties hereto and the respective successors, personal representatives and assigns of the parties hereto. (b) This Agreement contains the entire agreement between the parties with respect to the subject matter hereof and thereof and supersedes all prior and contemplated arrangements and understandings with respect thereto. (c) This Agreement may be signed in counterparts, each of which shall constitute an original and all of which together shall constitute one and the same Agreement. (d) All notices and other communications required or permitted hereunder shall be effective upon receipt and shall be in writing and may be delivered in person, by telecopy, electronic mail, express delivery service or U.S. mail, in which event it may be mailed by first-class, certified or registered, postage prepaid, addressed to the party to be notified at the respective addresses set forth below, or at such other addresses which may hereinafter be designated in writing: If to InFocus: InFocus Corporation 27500 S.W. Parkway Avenue Wilsonville OR 97070 Attention: Roger Rowe, Secretary Fax No.: (503) 685-8838 Email: Roger.Rowe@infocus.com with a copy to: Garvey Schubert Baer 11th Floor 121 S.W. Morrison Street Portland, OR 97204 Attention: Bruce A. Robertson, Esq. Fax No.: (503) 226-0259 Email: brobertson@gsblaw.com Simpson Thacher & Bartlett LLP 425 Lexington Avenue New York, NY 10017 Attention: Mario Ponce, Esq. Fax No.: (212) 455-2502 Email: mponce@stblaw.com If to Caxton: Caxton Associates, L.L.C. 731 Alexander Road, Building 2 Princeton, NJ 08540 Attention: Scott B. Bernstein, Esq. Fax No.: (609) 419-0470 Email: bernstein@caxton.com with a copy to: Willkie Farr & Gallagher LLP 787 Seventh Avenue New York, NY 10019 Attention: Michael A. Schwartz Fax No.: (212) 728-9267 Email: mschwartz@willkie.com (e) This Agreement and the legal relations hereunder between the parties hereto shall be governed by and construed in accordance with the laws of the State of New York applicable to contracts made and performed therein, without giving effect to the principles of conflicts of law thereof. (f) Whenever possible, each provision of this Agreement shall be interpreted in such manner as to be effective and valid, but if any provision of this Agreement is held to be invalid or unenforceable in any respect, such invalidity or unenforceability shall not render invalid or unenforceable any other provision of this Agreement. (g) It is hereby agreed and acknowledged that it will be impossible to measure in money the damages that would be suffered if the parties fail to comply with any of the obligations herein imposed on them and that in the event of any such failure, an aggrieved person will be irreparably damaged and will not have an adequate remedy at law. Any such person, therefore, shall be entitled to injunctive relief, including specific performance, to enforce such obligations, without the posting of any bond, and, if any action should be brought in equity to enforce any of the provisions of this Agreement, none of the parties hereto shall raise the defense that there is an adequate remedy at law. (h) Each party hereto shall do and perform or cause to be done and performed all such further acts and things and shall execute and deliver all such other agreements, certificates, instruments and documents as any other party hereto reasonably may request in order to carry out the intent and accomplish the purposes of this Agreement and the consummation of the transactions contemplated hereby. (i) Each of the parties hereto hereby irrevocably and unconditionally consents to submit to the exclusive jurisdiction of the courts of the State of New York and of the United States of America, in each case located in the County of New York, for any action, proceeding or investigation in any court or before any governmental authority arising out of or relating to this Agreement and thetransactions contemplated hereby (and agrees not to commence any action, proceeding or investigation relating thereto except in such courts), and further agrees that service of any process, summons, notice or document by registered mail to its respective address set forth in this Agreement shall be effective service of process for any action, proceeding or investigation brought against it in any such court. Each of the parties hereto hereby irrevocably and unconditionally waives any objection to the laying of venue of any action, proceeding or investigation arising out of this Agreement or the transactions contemplated hereby in the courts of the State of New York or the United States of America, in each case located in the County of New York, and hereby further irrevocably and unconditionally waives and agrees not to plead or claim in any such court that any such action, proceeding or investigation brought in any such court has been brought in an inconvenient forum. IN WITNESS WHEREOF, the parties hereto have executed and delivered this Agreement as of the day and year first written above. INFOCUS CORPORATION By: /s/ Kyle Ranson Name: Kyle Ranson Title: Chief Executive Officer CAXTON ASSOCIATES, L.L.C. By: /s/ John Forbes Name: John Forbes Title: Cheif Financial Officer CAXTON INTERNATIONAL LIMITED By: Caxton Associates, L.L.C., Attorney-in-Fact By: /s/ Scott B. Bernstein Name: Scott B. Bernstein Title: Vice President GDK, INC. By: A.R.T. Advisors, LLC, Attorney-In-Fact By: /s/ Andrew Waldman Name: Andrew Waldman Title: Authorized Representative Annex A Investor Relations Contacts: Public Relations Contacts: Kyle Ranson Martin Flynn Chief Executive Officer InFocus Corporation InFocus Corporation (503) 685-8112 (503) 685-8576 Roger Rowe Caitlin Fox Chief Financial Officer Edelman InFocus Corporation (503) 471-6826 (503) 685-8663 InFocus Announces Settlement Agreement with Caxton Associates WILSONVILLE, Ore., February 26, 2007 InFocus Corporation (NASDAQ: INFS) today announced that on February 23, 2007 it entered into a settlement agreement with Caxton Associates L.L.C. ("Caxton"), its largest shareholder. Background The Company announced on October 10, 2006 that it is engaged in an active process considering a variety of strategic options for the Company and that Banc of America Securities was engaged as advisors to the process. As previously announced, the intention of this initiative is to increase shareholder value through the evaluation of multiple alternatives, including a possible sale of the Company. In a series of filings with the Securities and Exchange Commission which began shortly after the Company's October 10th announcement, Caxton has expressed their view that the intrinsic value of the Company, and the amount a strategic or financial buyer would pay to acquire the Company, is greater than its current market value. Further, Caxton has indicated in the filings that they intend to call a special meeting of the Company's shareholders to seek to replace a majority of the current members of the Company's Board of Directors. Settlement Agreement Under the Settlement Agreement, Caxton has agreed to abandon their plans to call a special meeting of the Company's shareholders. In exchange, the Company has agreed to allow Caxton to name up to two designees to the Board of Directors if the Company has not publicly announced a definitive agreement for a sale, merger, or other business combination by April 13, 2007. Nothing in the Settlement Agreement prevents Caxton from taking further action to increase Board of Directors representation at the 2007 Annual Meeting and, the Company agreed to hold the 2007 Annual Meeting no later than July 31, 2007 or, under certain conditions, August 31, 2007. "We believe the Settlement Agreement is in the best interest of our shareholders," said Kyle Ranson, president and chief executive officer. "The Settlement Agreement with Caxton gives us the best opportunity to complete the strategic alternatives process successfully and without the distraction of calling a special meeting of our shareholders", Ranson concluded. Forward-Looking Statements This press release includes forward-looking statements. Investors are cautioned that all forward-looking statements involve risks and uncertainties and several factors could cause actual results to differ materially from those in the forward-looking statements. Investors are directed to the Company's filings with the Securities and Exchange Commission, including the Company's 2005 Form 10-K and 2006 Form 10-Q's, which are available from the Company without charge, for a more complete description of the risks and uncertainties relating to forward-looking statements made by the Company as well as to other aspects of the Company's business. The forward-looking statements contained in this press release speak only as of the date on which they are made and the Company does not undertake any obligation to update any forward looking statements to reflect events or circumstances after the date of this press release. About InFocus Corporation InFocus Corporation (NASDAQ: INFS) is the industry pioneer and worldwide leader in the projection market today. Over twenty years of experience and engineering breakthroughs are at work here, constantly improving what you see in the marketplace, and delivering immersive audio visual impact in home entertainment, business and education environments. Being the inventor and leader is simply a great bonus of making the presentation of ideas, information, and entertainment a vivid, unforgettable experience, and we believe our product contributions set the standard for what a big picture experience should be like. InFocus Corporation's global headquarters are located in Wilsonville, Oregon, USA, with regional offices in Europe and Asia. For more information, visit the InFocus Corporation web site at www.infocus.com or contact the Company toll-free at 800.294.6400 (U.S. and Canada) or 503.685.8888 worldwide. ### InFocus, IN, Proxima, LiteShow, LP, ASK, ScreenPlay, Play Big, Work Big, Learn Big and The Big Picture are either registered trademarks or trademarks of InFocus Corporation in the U.S. and abroad. -----END PRIVACY-ENHANCED MESSAGE-----