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Share Name | Share Symbol | Market | Type |
---|---|---|---|
X-Rite, Incorporated (MM) | NASDAQ:XRIT | NASDAQ | Common Stock |
Price Change | % Change | Share Price | Bid Price | Offer Price | High Price | Low Price | Open Price | Shares Traded | Last Trade | |
---|---|---|---|---|---|---|---|---|---|---|
0.00 | 0.00% | 5.54 | 0 | 01:00:00 |
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
|
X-Rite, Incorporated
|
(Name of Issuer)
|
Common Stock, par value $0.10 per share
|
(Title of Class of Securities)
|
983857103
|
(CUSIP Number)
|
Robert J. Kelly
c/o Tinicum Lantern II L.L.C.
800 Third Avenue, 40th Floor
New York, NY 10022
212-446-9300
|
(Name, Address and Telephone Number of Person Authorized to
Receive Notices and Communications)
|
April 10, 2012
|
(Date of Event which Requires Filing of this Statement)
|
CUSIP No. 983857103
|
1
|
Names of Reporting Persons
Tinicum Capital Partners II, L.P.
|
||
2
|
Check the Appropriate Box if a Member of a Group
(a)
o
(
See
Instructions) (b)
x
**
** The reporting persons making this filing hold an aggregate of 11,751,792 Shares, which is 13.6% of the class of securities.
The reporting person on this cover page, however, is a beneficial owner only of the securities reported by it on this cover page.
|
||
3
|
SEC Use Only
|
||
4
|
Source of Funds (
See
Instructions)
WC, OO
|
||
5
|
Check if Disclosure of Legal Proceedings is Required Pursuant to Item 2(d) or
2(e)
o
|
||
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
11,656,302
|
||
9
|
Sole Dispositive Power
-0-
|
||
10
|
Shared Dispositive Power
11,656,302
|
||
11
|
Aggregate Amount Beneficially Owned by Each Reporting Person
11,656,302
|
||
12
|
Check if the Aggregate Amount in Row (11) Excludes Certain Shares
o
(
See
Instructions)
|
||
13
|
Percent of Class Represented by Amount in Row (11)
13.5%
|
||
14
|
Type of Reporting Person (
See
Instructions)
PN
|
CUSIP No. 983857103
|
1
|
Names of Reporting Persons
Tinicum Capital Partners II Parellel Fund, L.P.
|
||
2
|
Check the Appropriate Box if a Member of a Group
(a)
o
(
See
Instructions) (b)
x
**
** The reporting persons making this filing hold an aggregate of 11,751,792 Shares, which is 13.6% of the class of securities.
The reporting person on this cover page, however, is a beneficial owner only of the securities reported by it on this cover page.
|
||
3
|
SEC Use Only
|
||
4
|
Source of Funds (
See
Instructions)
WC, OO
|
||
5
|
Check if Disclosure of Legal Proceedings is Required Pursuant to Item 2(d) or
2(e)
o
|
||
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
60,621
|
||
9
|
Sole Dispositive Power
-0-
|
||
10
|
Shared Dispositive Power
60,621
|
||
11
|
Aggregate Amount Beneficially Owned by Each Reporting Person
60,621
|
||
12
|
Check if the Aggregate Amount in Row (11) Excludes Certain Shares
o
(
See
Instructions)
|
||
13
|
Percent of Class Represented by Amount in Row (11)
0.1%
|
||
14
|
Type of Reporting Person (
See
Instructions)
PN
|
CUSIP No. 983857103
|
1
|
Names of Reporting Persons
Tinicum Capital Partners II Executive Fund, L.L.C.
|
||
2
|
Check the Appropriate Box if a Member of a Group
(a)
o
(
See
Instructions) (b)
x
**
** The reporting persons making this filing hold an aggregate of 11,751,792 Shares, which is 13.6% of the class of securities.
The reporting person on this cover page, however, is a beneficial owner only of the securities reported by it on this cover page.
|
||
3
|
SEC Use Only
|
||
4
|
Source of Funds (
See
Instructions)
WC, OO
|
||
5
|
Check if Disclosure of Legal Proceedings is Required Pursuant to Item 2(d) or
2(e)
o
|
||
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
34,869
|
||
9
|
Sole Dispositive Power
-0-
|
||
10
|
Shared Dispositive Power
34,869
|
||
11
|
Aggregate Amount Beneficially Owned by Each Reporting Person
34,869
|
||
12
|
Check if the Aggregate Amount in Row (11) Excludes Certain Shares
o
(
See
Instructions)
|
||
13
|
Percent of Class Represented by Amount in Row (11)
0.0%
|
||
14
|
Type of Reporting Person (
See
Instructions)
OO
|
CUSIP No. 983857103
|
1
|
Names of Reporting Persons
Tinicum Lantern II L.L.C.
|
||
2
|
Check the Appropriate Box if a Member of a Group
(a)
o
(
See
Instructions) (b)
x
**
** The reporting persons making this filing hold an aggregate of 11,751,792 Shares, which is 13.6% of the class of securities.
The reporting person on this cover page, however, is a beneficial owner only of the securities reported by it on this cover page.
|
||
3
|
SEC Use Only
|
||
4
|
Source of Funds (
See
Instructions)
AF
|
||
5
|
Check if Disclosure of Legal Proceedings is Required Pursuant to Item 2(d) or
2(e)
o
|
||
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
11,751,792
|
||
9
|
Sole Dispositive Power
-0-
|
||
10
|
Shared Dispositive Power
11,751,792
|
||
11
|
Aggregate Amount Beneficially Owned by Each Reporting Person
11,751,792
|
||
12
|
Check if the Aggregate Amount in Row (11) Excludes Certain Shares
o
(
See
Instructions)
|
||
13
|
Percent of Class Represented by Amount in Row (11)
13.6%
|
||
14
|
Type of Reporting Person (
See
Instructions)
OO
|
CUSIP No. 983857103
|
1
|
Names of Reporting Persons
Terence M. O'Toole
|
||
2
|
Check the Appropriate Box if a Member of a Group
(a)
o
(
See
Instructions) (b)
x
**
** The reporting persons making this filing hold an aggregate of 11,751,792 Shares, which is 13.6% of the class of securities.
The reporting person on this cover page, however, is a beneficial owner only of the securities reported by it on this cover page.
|
||
3
|
SEC Use Only
|
||
4
|
Source of Funds (
See
Instructions)
AF
|
||
5
|
Check if Disclosure of Legal Proceedings is Required Pursuant to Item 2(d) or
2(e)
o
|
||
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
11,751,792
|
||
9
|
Sole Dispositive Power
-0-
|
||
10
|
Shared Dispositive Power
11,751,792
|
||
11
|
Aggregate Amount Beneficially Owned by Each Reporting Person
11,751,792
|
||
12
|
Check if the Aggregate Amount in Row (11) Excludes Certain Shares
o
(
See
Instructions)
|
||
13
|
Percent of Class Represented by Amount in Row (11)
13.6%
|
||
14
|
Type of Reporting Person (
See
Instructions)
IN
|
CUSIP No. 983857103
|
1
|
Names of Reporting Persons
Eric M. Ruttenberg
|
||
2
|
Check the Appropriate Box if a Member of a Group
(a)
o
(
See
Instructions) (b)
x
**
** The reporting persons making this filing hold an aggregate of 11,751,792 Shares, which is 13.6% of the class of securities.
The reporting person on this cover page, however, is a beneficial owner only of the securities reported by it on this cover page.
|
||
3
|
SEC Use Only
|
||
4
|
Source of Funds (
See
Instructions)
AF
|
||
5
|
Check if Disclosure of Legal Proceedings is Required Pursuant to Item 2(d) or
2(e)
o
|
||
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
11,751,792
|
||
9
|
Sole Dispositive Power
-0-
|
||
10
|
Shared Dispositive Power
11,751,792
|
||
11
|
Aggregate Amount Beneficially Owned by Each Reporting Person
11,751,792
|
||
12
|
Check if the Aggregate Amount in Row (11) Excludes Certain Shares
o
(
See
Instructions)
|
||
13
|
Percent of Class Represented by Amount in Row (11)
13.6%
|
||
14
|
Type of Reporting Person (
See
Instructions)
IN
|
|
(i)
|
Tinicum Capital Partners II, L.P., a Delaware limited partnership (“TCP II”), with respect to the shares of common stock, par value $0.10 per share (the “Shares”) of X-Rite, Incorporated (the “Company”), held by it;
|
|
(ii)
|
Tinicum Capital Partners II Parallel Fund, L.P., a Delaware limited partnership (the “Parallel Fund”), with respect to the Shares held by it;
|
|
(iii)
|
Tinicum Capital Partners II Executive Fund L.L.C., a Delaware limited liability company (the “Executive Fund”, and together with TCP II and the Parallel Fund, the “Funds”), with respect to the Shares held by it;
|
|
(iv)
|
Tinicum Lantern II L.L.C., a Delaware limited liability company which is the general partner of each of TCP II and the Parallel Fund and the managing member of the Executive Fund (the “Manager”), with respect to the Shares held by each of the Funds;
|
|
(v)
|
Terence M. O’Toole, a United States citizen and a managing member of the Manager (“O’Toole”), with respect to the Shares held by each of the Funds; and
|
|
(vi)
|
Eric M. Ruttenberg, a United States citizen and a managing member of the Manager (“Ruttenberg”, and together with O’Toole, the “Individual Reporting Persons”), with respect to the Shares held by each of the Funds,
|
|
(a),(b)
|
The information set forth in Rows 7 through 13 of the cover page hereto for each Fund is incorporated herein by reference for each such Fund. The percentage amount set forth in Row 13 for all cover pages filed herewith is calculated based on the 86,281,412 Shares outstanding as of April 10, 2012, as provided in the Merger Agreement.
|
|
(a),(b)
|
The information set forth in Rows 7 through 13 of the cover page hereto for the Manager is incorporated herein by reference.
|
|
(a),(b)
|
The information set forth in Rows 7 through 13 of the cover page hereto for each Individual Reporting Person is incorporated herein by reference for each such Individual Reporting Person.
|
Exhibit 10
|
Tender and Support Agreement, dated as of April 10, 2012, by and among Danaher Corporation, Termessos Acquisition Corp., Tinicum Capital Partners II, L.P., Tinicum Capital Partners II Parallel Fund, L.P. and Tinicum Capital Partners II Executive Fund L.L.C. (incorporated herein by reference to Exhibit 99.2 to the Company’s Current Report on Form 8-K filed by the Company with the Securities and Exchange Commission on April 11, 2012)
|
TINICUM LANTERN II L.L.C.,
|
|
On its own behalf and as the General Partner of
|
|
TINICUM CAPITAL PARTNERS II, L.P. and
|
|
TINICUM CAPITAL PARTNERS II PARALLEL FUND, L.P.
|
|
and as the Managing Member of
|
|
TINICUM CAPITAL PARTNERS II EXECUTIVE FUND L.L.C.
|
/s/ Eric M. Ruttenberg
|
|
By: Eric M. Ruttenberg,
Managing Member
|
|
/s/ Terence M. O’Toole
|
|
TERENCE M. O’TOOLE
|
|
/s/ Eric M. Ruttenberg
|
|
ERIC M. RUTTENBERG
|
1 Year X-Rite, Incorporated (MM) Chart |
1 Month X-Rite, Incorporated (MM) Chart |
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