-----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, Gn/KsvZ25lRgVUqgt+WX87KlXf9dfIX2fyeADL12pzIg6rEKmSJZPc0Pvi41VAy0 agoFPzkeE2yCofe2zKXanA== 0001181431-09-052335.txt : 20091117 0001181431-09-052335.hdr.sgml : 20091117 20091117191717 ACCESSION NUMBER: 0001181431-09-052335 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20091113 FILED AS OF DATE: 20091117 DATE AS OF CHANGE: 20091117 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: RUTTENBERG ERIC M/ CENTRAL INDEX KEY: 0001141433 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 000-14800 FILM NUMBER: 091191774 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: TINICUM CAPITAL PARTNERS II PARALLEL FUND LP CENTRAL INDEX KEY: 0001285996 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 000-14800 FILM NUMBER: 091191777 MAIL ADDRESS: STREET 1: 800 THIRD AVENUE STREET 2: 40TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10022 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: X RITE INC CENTRAL INDEX KEY: 0000790818 STANDARD INDUSTRIAL CLASSIFICATION: PHOTOGRAPHIC EQUIPMENT & SUPPLIES [3861] IRS NUMBER: 381737300 STATE OF INCORPORATION: MI FISCAL YEAR END: 0103 BUSINESS ADDRESS: STREET 1: 4300 44TH ST CITY: GRAND RAPIDS STATE: MI ZIP: 49512 BUSINESS PHONE: 6168032203 MAIL ADDRESS: STREET 1: 4300 44TH STREET CITY: GRAND RAPIDS STATE: MI ZIP: 49512 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: OTOOLE TERENCE M CENTRAL INDEX KEY: 0001029627 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 000-14800 FILM NUMBER: 091191775 MAIL ADDRESS: STREET 1: 85 BROAD STREET CITY: NEW YORK STATE: NY ZIP: 10004 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: TINICUM CAPITAL PARTNERS II, L.P. CENTRAL INDEX KEY: 0001285997 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 000-14800 FILM NUMBER: 091191778 BUSINESS ADDRESS: STREET 1: 800 THIRD AVENUE STREET 2: 40TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10022 BUSINESS PHONE: 212-735-2116 MAIL ADDRESS: STREET 1: 800 THIRD AVENUE STREET 2: 40TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10022 FORMER NAME: FORMER CONFORMED NAME: TINICUM CAPITAL PARTNERS II LP DATE OF NAME CHANGE: 20040402 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Tinicum Lantern II, LLC CENTRAL INDEX KEY: 0001426171 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 000-14800 FILM NUMBER: 091191779 BUSINESS ADDRESS: STREET 1: 800 THIRD AVENUE CITY: NEW YORK STATE: NY ZIP: 11530 BUSINESS PHONE: 2126995513 MAIL ADDRESS: STREET 1: 800 THIRD AVENUE CITY: NEW YORK STATE: NY ZIP: 11530 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Tinicum Capital Partners II Executive Fund L.L.C. CENTRAL INDEX KEY: 0001426594 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 000-14800 FILM NUMBER: 091191776 BUSINESS ADDRESS: STREET 1: 800 THIRD AVENUE CITY: NEW YORK STATE: NY ZIP: 10022 BUSINESS PHONE: 2126995513 MAIL ADDRESS: STREET 1: 800 THIRD AVENUE CITY: NEW YORK STATE: NY ZIP: 10022 4 1 rrd257417.xml FORM 4 X0303 4 2009-11-13 0 0000790818 X RITE INC XRIT 0001426171 Tinicum Lantern II, LLC 800 THIRD AVENUE 40TH FLOOR NEW YORK NY 10022 0 0 1 1 Member of Group Owning 10% 0001285997 TINICUM CAPITAL PARTNERS II, L.P. 800 THIRD AVENUE 40TH FLOOR NEW YORK NY 10022 0 0 1 1 Member of Group Owning 10% 0001285996 TINICUM CAPITAL PARTNERS II PARALLEL FUND LP 800 THIRD AVENUE 40TH FLOOR NEW YORK NY 10022 0 0 1 1 Member of Group Owning 10% 0001426594 Tinicum Capital Partners II Executive Fund L.L.C. 800 THIRD AVENUE 40TH FLOOR NEW YORK NY 10022 0 0 1 1 Member of Group Owning 10% 0001029627 OTOOLE TERENCE M C/O TINICUM LANTERN II L.C.C. 800 THIRD AVENUE, 40TH FLOOR NEW YORK NY 10022 0 0 1 1 Member of Group Owning 10% 0001141433 RUTTENBERG ERIC M/ C/O TINICUM LANTERN II L.C.C. 800 THIRD AVENUE, 40TH FLOOR NEW YORK NY 10022 0 0 1 1 Member of Group Owning 10% Series A Preferred Stock, par value $0.10 per share 2009-09-30 5 J 0 136.4386 A 8271.9095 D Series A Preferred Stock, par value $0.10 per share 2009-09-30 5 J 0 0.7096 A 43.0198 D Series A Preferred Stock, par value $0.10 per share 2009-09-30 5 J 0 0.4082 A 24.7451 D Series A Preferred Stock, par value $0.10 per share 2009-09-30 5 J 0 137.5564 A 8339.6744 I See Footnotes Series A Preferred Stock, par value $0.10 per share 2009-09-30 5 J 0 137.5564 A 8339.6744 I See Footnotes Common Stock, par value $0.10 per share 2009-11-13 4 X 0 1468099 0.01 A 11656302 D Common Stock, par value $0.10 per share 2009-11-13 4 X 0 7635 0.01 A 60621 D Common Stock, par value $0.10 per share 2009-11-13 4 X 0 4391 0.01 A 34869 D Common Stock, par value $0.10 per share 2009-11-13 4 X 0 1480125 0.01 A 11751792 I See Footnotes Common Stock, par value $0.10 per share 2009-11-13 4 X 0 1480125 0.01 A 11751792 I See Footnotes Common Stock Warrant (right to buy) 0.01 2009-11-13 4 X 0 1 D 2009-10-28 2019-08-18 Common Stock 1468099.9987 0 D Common Stock Warrant (right to buy) 0.01 2009-11-13 4 X 0 1 D 2009-10-28 2019-08-18 Common Stock 7635.1521 0 D Common Stock Warrant (right to buy) 0.01 2009-11-13 4 X 0 1 D 2009-10-28 2019-08-18 Common Stock 4391.7715 0 D Common Stock Warrant (right to buy) 0.01 2009-11-13 4 X 0 3 D 2009-10-28 2019-08-18 Common Stock 1480126.9223 0 I See Footnotes Common Stock Warrant (right to buy) 0.01 2009-11-13 4 X 0 3 D 2009-10-28 2019-08-18 Common Stock 1480126.9223 0 I See Footnotes Pursuant to the Exchange Agreement (the "Exchange Agreement"), dated August 18, 2009, by and among X-Rite, Incorporated (the "Issuer"), OEPX, LLC, Sagard Capital Partners, L.P., Tinicum Capital Partners II, L.P. ("TCP II"), Tinicum Capital Partners II Parallel Fund, L.P. (the "Parallel Fund") and Tinicum Capital Partners II Executive Fund L.L.C. (continued in footnote 2) (the "Executive Fund", and together with TCP II and the Parallel Fund, the "Funds"), TCP II, the Parallel Fund and the Executive Fund acquired 8,135.47088, 42.31017 and 24.33699 shares, respectively, of Series A Preferred Stock of the Issuer, par value $0.10 per share (the "Preferred Stock"), and warrants (the "Warrants") providing TCP II, the Parallel Fund and the Executive Fund the right, subject to receipt of shareholder approval (see footnote (11)), to acquire 1,468,099.99871, 7,635.15211 and 4,391.77147 shares, respectively, of Common Stock of the Issuer (the "Warrant Shares") at an initial exercise price of $0.01 per share (subject to anti-dilution adjustments), in exchange for the cancellation of $8,135,470.88, $42,310.17 and $24,336.99 principal amount, respectively, of loans under the Issuer's Second Lien Credit and Guaranty Agreement, dated October 24, 2007, as amended. The acquisition of these shares of Preferred Stock is being voluntarily reported on this Form 4. The filing of this Form 4 shall not be deemed to be an admission that the receipt of future shares of Preferred Stock as quarterly in-kind dividends requires disclosure on Form 4. The shares of Preferred Stock shown in this row were issued to the respective Fund on September 30, 2009 as quarterly in-kind dividends on the Preferred Stock held by the respective Fund in accordance with the terms of the Certificate of Designation, Preferences and Rights of Series A Preferred Stock filed by the Issuer with the Michigan Department of Energy, Labor and Economic Growth on August 18, 2009 (the "Certificate"). Shares of Preferred Stock issued to the Funds have an initial aggregate liquidation preference as of August 18, 2009 of $8,135,470.88 for TCP II, $42,310.17 for the Parallel Fund and $24,336.99 for the Executive Fund and pay quarterly dividends at an annual rate of 14.375%, which dividends may be paid in additional shares of Preferred Stock at the Issuer's election. The Issuer is required to redeem all of the then outstanding Preferred Stock on January 24, 2014. (Continued in footnote 5) As the result of the shareholder approval for the issuance of the Warrant Shares (described in footnote (11)), the Funds are no longer entitled to receive the Participation Amount (as defined in the Certificate) with respect to the Preferred Stock. The Preferred Stock is not convertible into shares of Common Stock of the Issuer. The entities and individuals identified in the footnotes of this Form 4 may be deemed members of a group holding equity securities of the Issuer. The filing of this Form 4 shall not be deemed to be an admission that such entities and individuals are members of such group. The amount of securities shown in this row is owned directly by TCP II. The amount of securities shown in this row is owned directly by the Parallel Fund. The amount of securities shown in this row is owned directly by the Executive Fund. The amount of securities shown in this row is owned directly by the Funds with respect to their respective portions. As the general partner to each of TCP II and the Parallel Fund and as the managing member of the Executive Fund, Tinicum Lantern II L.L.C. ("Tinicum Lantern") may be deemed to be the beneficial owner of the Issuer's securities held by each of the Funds. Tinicum Lantern disclaims any beneficial ownership of any of the Issuer's securities reported herein for purposes of Section 16 of the Securities Exchange Act of 1934, as amended ("Section 16"), or otherwise, except as to securities representing Tinicum Lantern's proportionate interest in each of TCP II and the Parallel Fund. The amount of securities shown in this row is owned directly by the Funds with respect to their respective portions. Each of Terence M. O'Toole and Eric M. Ruttenberg (the "Managing Members"), as a managing member of Tinicum Lantern, may be deemed to be a beneficial owner of the Issuer's securities held by each of the Funds. The Managing Members disclaim any beneficial ownership of any of the Issuer's securities reported herein for purposes of Section 16 or otherwise. On October 28, 2009, shareholders of the Issuer approved a proposal necessary to permit the exercise of, and the related issuance of the Warrant Shares pursuant to, the Warrants, and the Warrants became fully exercisable upon receipt of such shareholder approval. /s/ Terence M. O'Toole, on his own behalf and as an authorized signer for each reporting person 2009-11-17 /s/ Eric M. Ruttenberg 2009-11-17 -----END PRIVACY-ENHANCED MESSAGE-----