UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14A

Proxy Statement Pursuant to Section 14(a) of the

Securities Exchange Act of 1934

Filed by the Registrant x                            Filed by a Party other than the Registrant ¨

Check the appropriate box:

¨ Preliminary Proxy Statement

¨ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))

¨ Definitive Proxy Statement

¨ Definitive Additional Materials

x Soliciting Material Pursuant to §240.14a-12

X-RITE, INCORPORATED

(Name of Registrant as Specified In Its Charter)

N/A

(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

Payment of Filing Fee (Check the appropriate box):

x No fee required.

¨ Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11.

(1) Title of each class of securities to which the transaction applies:

(2) Aggregate number of securities to which the transaction applies:

(3) Per unit price or other underlying value of the transaction computed pursuant to Exchange Act Rule 0-11 (set forth the amount on which the filing fee is calculated and state how it was determined):

(4) Proposed maximum aggregate value of the transaction:

(5) Total fee paid:

¨ Fee paid previously with preliminary materials.

¨ Check box if any part of the fee is offset as provided by Exchange Act Rule 0-11(a)(2) and identify the filing for which the offsetting fee was paid previously. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing.

(1) Amount Previously Paid:

(2) Form, Schedule or Registration Statement No.:

(3) Filing Party:

(4) Date Filed:

Presentation materials for meetings with employees of X-Rite, Incorporated:

* * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * *

Recapitalization Highlights

Xrite

Confidential

2008 Q2 

2

Overview

A very positive message to communicate

Positive step for all of our stake holders

Reduction of debt load with an equity placement

We have a more secure financial foundation and

flexibility to operate

No significant changes expected in the way we operate

–

management, workforce, our strategic direction

Xrite

Confidential

2008 Q2 

3

Transaction Highlights

Forbearance

Agreement

–

increased

access

to

the

line

of credit

Amended

loan

agreements

with

1

st

and

2

nd

Lien

–

New

Covenants

Equity

investments

of

$155

million

in

our

company

$100 million at $3.50 per common share by One Equity

Partners (lead investor)

$ 27.2 million @ $3.00 per common share be Sagard

Capital (current shareholder)

$27.8 million $3.00 per common share by Tinicum

Partners (current shareholder)

Transaction Highlights

Percentage

Holding

(this

includes

current

shareholdings)

•

One Equity Partners

37.3%

•

Sagard

Capital

15.4%

•

Tinicum

Partners

13.4%

Board Representation (Total 9 seats)

OEP –

3 seats

Sagard

Capital –

1 seat

The transition of a minority participation in the board

will be completed in an orderly manner.

Transaction Highlights

•

Sale of Founders Life Insurance policies for

approximately $20 million will pay down

debt/fees for capital raise

•

Payment in full of $12 million of Goldman

Sachs interest rate swaps

•

Debt burden reduction from $411 million to

$267 million

Conclusion

•

Investors would not have committed $155 million to us

without confidence in our market position and future

potential

•

Appreciate the challenges we have all been through

•

Thank you for staying with us and making a positive

difference

•

Our financial partners express strong support for the

deal and our capability to deliver.

•

Lets get to 100% focus on our customers and our

efforts to transform the business of color

X-Rite,

Incorporated

will

file

a

proxy

statement

and

other

relevant

documents

concerning

the

proposed

transaction

with

the

SEC.

Investors

and

security

holders

are

urged

to

read

the

proxy

statement

when

it

becomes

available

because

it

will

contain

important

information

about

the

proposed

transaction.

Investors

and

security

holders

will

have

access

to

free

copies

of

the

proxy

statement

(when

available)

and

other

documents

filed

by

X-Rite,

Incorporated

with

the

SEC

through

the

SEC’s

web

site

at

www.sec.gov.

In

addition,

the

proxy

statement

and

related

materials

(when

available)

may

also

be

obtained

free

of

charge

from

X-Rite,

Incorporated

by

directing

such

requests

to

X-Rite,

Incorporated,

Attention:

Dave

Rawden,

Interim

Chief

Financial

Officer,

4300

44th

Street

S.E.,

Grand

Rapids,

Michigan

49512,

Telephone:

(616)

803-2888.

X-Rite,

Incorporated

and

its

directors,

executive

officers,

certain

members

of

management

and

employees

may

be

soliciting

proxies

from

stockholders

of

X-Rite,

Incorporated

in

favor

of

the

proposed

transaction. 

Information

concerning

the

participants

in

the

proxy

solicitation

will

be

set

forth

in

the

proxy

statement

when

it

is

filed

with

the

SEC.