XRIT / X Rite Inc - SEC-arkivering, Årsberetning, Fuldmagtserklæring

X Rite Inc
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SEC Filings
All companies that sell securities in the United States must register with the Securities and Exchange Commission (SEC) and file reports on a regular basis. These reports include company annual reports (10K, 10Q), news updates (8K), investor presentations (found in 8Ks), insider trades (form 4), ownership reports (13D, and 13G), and reports related to the specific securities sold, such as registration statements and prospectus. This page shows recent SEC filings related to X Rite Inc
SEC Filings (Chronological Order)
Denne side giver en komplet, kronologisk liste over SEC-arkiveringer, eksklusive ejerskabsregistreringer, som vi leverer andre steder.
May 25, 2012 15-12G

- FORM 15-12G

Form 15-12G UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 15 CERTIFICATION AND NOTICE OF TERMINATION OF REGISTRATION UNDER SECTION 12(g) OF THE SECURITIES EXCHANGE ACT OF 1934 OR SUSPENSION OF DUTY TO FILE REPORTS UNDER SECTIONS 13 AND 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934. Commission File Number: 000-14800 X-RITE, INCORPORATED (Exact name of registrant as spe

May 18, 2012 SC 13D/A

XRIT / X Rite Inc / TINICUM CAPITAL PARTNERS II, L.P. - SCHEDULE 13D/A, AMENDMENT NO. 4 Activist Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D/A Under the Securities Exchange Act of 1934 (Amendment No. 4)* 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, Addr

May 18, 2012 SC 13D/A

XRIT / X Rite Inc / OEPX, LLC - SC 13D/A Activist Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. 5)* X-Rite, Incorporated (Name of Issuer) Common Stock Par value $0.10 per share (Title of Class of Securities) 983857103 (CUSIP Number) OEPX, LLC 320 Park Avenue, 18th Floor New York, NY 10022 (212) 277-1500 with copies to: Derek M. Winokur, Esq. Dechert LL

May 17, 2012 SC 13D/A

XRIT / X Rite Inc / Sagard Capital Partners, L.P. Activist Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. 12)* X-RITE, INCORPORATED (Name of Issuer) Common Stock, par value $.10 per share (Title Class of Securities) 983857103 (CUSIP Number) Dan Friedberg Sagard Capital Partners, L.P. 325 Greenwich Avenue Greenwich, CT 06830 203-629-6700 (Name, Address and Teleph

May 16, 2012 S-8 POS

- POST EFFECTIVE AMEND. NO. 1 TO FORM S-8

Post Effective Amend. No. 1 to Form S-8 As filed with the Securities and Exchange Commission on May 16, 2012 Registration No. 333-111263 Registration No. 333-111264 Registration No. 333-117066 Registration No. 333-136945 Registration No. 333-154777 Registration No. 333-174307 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Post-Effective Amendment No. 1 to Form S-8 Registra

May 16, 2012 S-8 POS

- POST EFFECTIVE AMEND. NO. 1 TO FORM S-8

Post Effective Amend. No. 1 to Form S-8 As filed with the Securities and Exchange Commission on May 16, 2012 Registration No. 333-111263 Registration No. 333-111264 Registration No. 333-117066 Registration No. 333-136945 Registration No. 333-154777 Registration No. 333-174307 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Post-Effective Amendment No. 1 to Form S-8 Registra

May 16, 2012 S-8 POS

- POST EFFECTIVE AMEND. NO. 1 TO FORM S-8

As filed with the Securities and Exchange Commission on May 16, 2012 Registration No.

May 16, 2012 S-8 POS

- POST EFFECTIVE AMEND. NO. 1 TO FORM S-8

Post Effective Amend. No. 1 to Form S-8 As filed with the Securities and Exchange Commission on May 16, 2012 Registration No. 333-111263 Registration No. 333-111264 Registration No. 333-117066 Registration No. 333-136945 Registration No. 333-154777 Registration No. 333-174307 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Post-Effective Amendment No. 1 to Form S-8 Registra

May 16, 2012 POS AM

- POST-EFFECTIVE AMEND. NO. 2 TO FORM S-3

As filed with the Securities and Exchange Commission on May 16, 2012 Registration No.

May 16, 2012 S-8 POS

- POST EFFECTIVE AMEND. NO. 1 TO FORM S-8

Post Effective Amend. No. 1 to Form S-8 As filed with the Securities and Exchange Commission on May 16, 2012 Registration No. 333-111263 Registration No. 333-111264 Registration No. 333-117066 Registration No. 333-136945 Registration No. 333-154777 Registration No. 333-174307 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Post-Effective Amendment No. 1 to Form S-8 Registra

May 16, 2012 S-8 POS

- POST EFFECTIVE AMEND. NO. 1 TO FORM S-8

As filed with the Securities and Exchange Commission on May 16, 2012 Registration No.

May 15, 2012 EX-99.A.5.H

Danaher Successfully Completes Tender Offer for Shares of X-Rite, Incorporated

EX-99.A.5.H 2 d352946dex99a5h.htm EXHIBIT (A)(5)(H) Exhibit (a)(5)(h) Danaher Successfully Completes Tender Offer for Shares of X-Rite, Incorporated Washington, D.C., May 15, 2012 - Danaher Corporation (NYSE:DHR) announced today the successful completion of the tender offer made by Danaher’s wholly-owned subsidiary, Termessos Acquisition Corp., for all of the outstanding shares of common stock of

May 15, 2012 8-K

Changes in Control of Registrant, Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year, Termination of a Material Definitive Agreement, Material Modification to Rights of Security Holders, Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing, Financial Statements and Exhibits, Completion of Acquisition or Disposition of Assets - FORM 8-K

FORM 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Earliest Event Reported: May 15, 2012 X-RITE, INCORPORATED (Exact name of registrant as specified in its charter) Michigan 000-14800 38-1737300 (State or other jurisdiction of incorporation) (Commission File Number) (IRS Employer Identification no.

May 15, 2012 SC 14D9/A

- SC 14D9/A

SC 14D9/A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14D-9 Solicitation/Recommendation Statement Under Section 14(d)(4) of the Securities Exchange Act of 1934 (Amendment No. 6) X-RITE, INCORPORATED (Name of Subject Company) X-RITE, INCORPORATED (Name of Person Filing Statement) Common Stock, par value $0.10 per share (Title of Class of Securities) 983857103 (C

May 15, 2012 EX-3.1

SECOND RESTATED ARTICLES OF INCORPORATION X-RITE, INCORPORATED

EX-3.1 2 d353305dex31.htm EX-3.1 Exhibit 3.1 SECOND RESTATED ARTICLES OF INCORPORATION OF X-RITE, INCORPORATED Pursuant to the provisions of Act 284, Public Acts of 1972 (the “Act”), the undersigned corporation executes the following Second Restated Articles of Incorporation (these “Restated Articles of Incorporation”): 1. The present name of the corporation is X-Rite, Incorporated. 2. The corpora

May 15, 2012 SC TO-T/A

- AMENDMENT NO. 6 TO SCHEDULE TO

Amendment No. 6 to Schedule TO UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE TO TENDER OFFER STATEMENT UNDER SECTION 14(D)(1) OR 13(E)(1) OF THE SECURITIES EXCHANGE ACT OF 1934 Amendment No. 6 X-RITE, INCORPORATED (Name of Subject Company (Issuer)) TERMESSOS ACQUISITION CORP. A Wholly-Owned Subsidiary of DANAHER CORPORATION (Names of Filing Persons (Offerors)) CO

May 15, 2012 EX-3.2

FOURTH AMENDED AND RESTATED BY-LAWS X-RITE, INCORPORATED ARTICLE I

EX-3.2 Exhibit 3.2 FOURTH AMENDED AND RESTATED BY-LAWS OF X-RITE, INCORPORATED ARTICLE I SHAREHOLDERS 1.1 Place of Meetings. All meetings of shareholders shall be held at such place as may be designated from time to time by the Board of Directors, the Chairman of the Board or the President or, if not so designated, at the principal office of the corporation. The Board of Directors may, in its sole

May 10, 2012 SC TO-T/A

- AMENDMENT NO.5 TO SCHEDULE TO

AMENDMENT NO.5 TO SCHEDULE TO UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE TO TENDER OFFER STATEMENT UNDER SECTION 14(D)(1) OR 13(E)(1) OF THE SECURITIES EXCHANGE ACT OF 1934 Amendment No. 5 X-RITE, INCORPORATED (Name of Subject Company (Issuer)) TERMESSOS ACQUISITION CORP. A Wholly-Owned Subsidiary of DANAHER CORPORATION (Names of Filing Persons (Offerors)) COM

May 10, 2012 10-Q

Quarterly Report - FORM 10-Q

Form 10-Q U.S. SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For The Quarterly Period Ended March 31, 2012 Commission file number 0-14800 X-RITE, INCORPORATED (Name of registrant as specified in charter) Michigan 38-1737300 (State of Incorporation) (I.R.S. Employer Identification No.) 4300

May 10, 2012 SC 14D9/A

- SC 14D9/A #5

SC 14D9/A #5 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14D-9 Solicitation/Recommendation Statement Under Section 14(d)(4) of the Securities Exchange Act of 1934 (Amendment No. 5) X-RITE, INCORPORATED (Name of Subject Company) X-RITE, INCORPORATED (Name of Person Filing Statement) Common Stock, par value $0.10 per share (Title of Class of Securities) 983857103

May 8, 2012 SC TO-T/A

- AMENDMENT NO.4 TO SCHEDULE TO

Amendment No.4 to Schedule TO UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE TO TENDER OFFER STATEMENT UNDER SECTION 14(D)(1) OR 13(E)(1) OF THE SECURITIES EXCHANGE ACT OF 1934 Amendment No. 4 X-RITE, INCORPORATED (Name of Subject Company (Issuer)) TERMESSOS ACQUISITION CORP. A Wholly-Owned Subsidiary of DANAHER CORPORATION (Names of Filing Persons (Offerors)) COM

May 8, 2012 EX-99.(A)(5)(7)

STATE OF MICHIGAN IN THE CIRCUIT COURT OF KENT COUNTY LAINE JOHNSON, individually and on behalf of all others similarly situated, Plaintiff, v. THOMAS J. VACCHIANO, JR., JOHN E. UTLEY, GIDEON ARGOV, BRADLEY J. COPPENS, DAVID A. ECKERT, COLIN M. FARME

EX-99.(A)(5)(7) 2 d348657dex99a57.htm EX-99.(A)(5)(7) Exhibit (a)(5)(7) STATE OF MICHIGAN IN THE CIRCUIT COURT OF KENT COUNTY LAINE JOHNSON, individually and on behalf of all others similarly situated, Plaintiff, v. THOMAS J. VACCHIANO, JR., JOHN E. UTLEY, GIDEON ARGOV, BRADLEY J. COPPENS, DAVID A. ECKERT, COLIN M. FARMER, DANIEL M. FREIDBERG, L. PETER FRIEDER, MARK D. WEISHAAR, DANAHER CORPORATIO

May 8, 2012 SC 14D9/A

- SC 14D9/A

SC 14D9/A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14D-9 Solicitation/Recommendation Statement Under Section 14(d)(4) of the Securities Exchange Act of 1934 (Amendment No. 4) X-RITE, INCORPORATED (Name of Subject Company) X-RITE, INCORPORATED (Name of Person Filing Statement) Common Stock, par value $0.10 per share (Title of Class of Securities) 983857103 (C

May 3, 2012 EX-99.(A)(5)(6)

X-Rite To Only Publish 10-Q for the First Quarter 2012 X-Rite Postpones Annual Meeting

EX-99.(A)(5)(6) 2 d346522dex99a56.htm EX-99.(A)(5)(6) Exhibit (a)(5)(6) Kate Baxter (616) 803-2203 [email protected] FOR IMMEDIATE RELEASE X-Rite To Only Publish 10-Q for the First Quarter 2012 X-Rite Postpones Annual Meeting GRAND RAPIDS, Mich., May 2, 2012 – X-Rite, Incorporated (NASDAQ:XRIT) announced that it will publish its financial results on Form 10-Q for the first quarter 2012 as required

May 3, 2012 SC 14D9/A

- SC14D9/A

SC14D9/A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14D-9 Solicitation/Recommendation Statement Under Section 14(d)(4) of the Securities Exchange Act of 1934 (Amendment No. 3) X-RITE, INCORPORATED (Name of Subject Company) X-RITE, INCORPORATED (Name of Person Filing Statement) Common Stock, par value $0.10 per share (Title of Class of Securities) 983857103 (CU

April 27, 2012 SC 14D9/A

- SC 14D9/AMEND. NO. 2

SC 14D9/Amend. No. 2 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14D-9 Solicitation/Recommendation Statement Under Section 14(d)(4) of the Securities Exchange Act of 1934 (Amendment No. 2) X-RITE, INCORPORATED (Name of Subject Company) X-RITE, INCORPORATED (Name of Person Filing Statement) Common Stock, par value $0.10 per share (Title of Class of Securities) 9

April 27, 2012 SC TO-T/A

- AMENDMENT NO. 3 TO SCHEDULE TO

Amendment No. 3 to Schedule TO UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE TO TENDER OFFER STATEMENT UNDER SECTION 14(D)(1) OR 13(E)(1) OF THE SECURITIES EXCHANGE ACT OF 1934 Amendment No. 3 X-RITE, INCORPORATED (Name of Subject Company (Issuer)) TERMESSOS ACQUISITION CORP. A Wholly-Owned Subsidiary of DANAHER CORPORATION (Names of Filing Persons (Offerors)) CO

April 27, 2012 EX-99.(A)(5)

UNITED STATES DISTRICT COURT WESTERN DISTRICT OF MICHIGAN SOUTHERN DIVISION SHANNON STORM, On Behalf of Herself and All ) Others Similarly Situated, ) ) Plaintiff, ) Civil Action No. ) v. ) ) X-RITE, INC., THOMAS J. VACCHIANO, JOHN E. ) UTLEY, GIDEON

EX-99.(A)(5) 2 d336126dex99a5.htm EX-99.(A)(5) Exhibit (a)(5)(5) UNITED STATES DISTRICT COURT WESTERN DISTRICT OF MICHIGAN SOUTHERN DIVISION SHANNON STORM, On Behalf of Herself and All ) Others Similarly Situated, ) ) Plaintiff, ) Civil Action No. ) v. ) ) X-RITE, INC., THOMAS J. VACCHIANO, JOHN E. ) UTLEY, GIDEON ARGOV, BRADLEY J. COPPENS, ) DAVID A. ECKERT, COLIN M. FARMER, DANIEL ) M. FRIEDBERG

April 26, 2012 EX-99.(A)(5)(3)

STATE OF MICHIGAN IN THE 17TH JUDICIAL CIRCUIT COURT OF KENT COUNTY BALANCED BETA FUND on behalf of itself and all other similarly situated, No. 12-03719 – CBB Plaintiff, Hon. CHRISTOPHER P. YATES (P-41017) vs. Jury Trial Demanded JOHN E. UTLEY, GIDE

EX-99.(A)(5)(3) 3 d336126dex99a53.htm EX-99.(A)(5)(3) Exhibit (a)(5)(3) STATE OF MICHIGAN IN THE 17TH JUDICIAL CIRCUIT COURT OF KENT COUNTY BALANCED BETA FUND on behalf of itself and all other similarly situated, No. 12-03719 – CBB Plaintiff, Hon. CHRISTOPHER P. YATES (P-41017) vs. Jury Trial Demanded JOHN E. UTLEY, GIDEON ARGOV, THOMAS J. VACCHIANO JR., DANIEL M. FRIEDBERG, DAVID A. ECKERT, PETER

April 26, 2012 EX-99.(A)(5)(2)

UNITED STATES DISTRICT COURT WESTERN DISTRICT OF MICHIGAN SOUTHERN DIVISION ANTHONY SMITH, Individually and on behalf of all others similarly situated, Plaintiff, v. X-RITE, INC., THOMAS J. VACCHIANO, JOHN E. UTLEY, GIDEON ARGOV, BRADLEY J. COPPENS,

EX-99.(A)(5)(2) 2 d336126dex99a52.htm EX-99.(A)(5)(2) Exhibit (a)(5)(2) UNITED STATES DISTRICT COURT WESTERN DISTRICT OF MICHIGAN SOUTHERN DIVISION ANTHONY SMITH, Individually and on behalf of all others similarly situated, Plaintiff, v. X-RITE, INC., THOMAS J. VACCHIANO, JOHN E. UTLEY, GIDEON ARGOV, BRADLEY J. COPPENS, DAVID A. ECKERT, COLIN M. FARMER, DANIEL M. FRIEDBERG, L. PETER FRIEDER, MARK

April 26, 2012 SC TO-T/A

- AMENDMENT NO.2 TO SCHEDULE TO

Amendment No.2 to Schedule TO UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE TO TENDER OFFER STATEMENT UNDER SECTION 14(D)(1) OR 13(E)(1) OF THE SECURITIES EXCHANGE ACT OF 1934 Amendment No. 2 X-RITE, INCORPORATED (Name of Subject Company (Issuer)) TERMESSOS ACQUISITION CORP. A Wholly-Owned Subsidiary of DANAHER CORPORATION (Names of Filing Persons (Offerors)) COM

April 26, 2012 EX-99.(A)(5)(4)

STATE OF MICHIGAN IN THE CIRCUIT COURT FOR KENT COUNTY LAINE JOHNSON, individually and on behalf of all others similarly situated, ) ) 12- 03659 - CZB Plaintiff, ) ) ) v. ) ) CIVIL ACTION THOMAS J. VACCHIANO, JR., JOHN E. UTLEY, GIDEON ARGOV, BRADLEY

EX-99.(a)(5)(4) Exhibit (a)(5)(4) STATE OF MICHIGAN IN THE CIRCUIT COURT FOR KENT COUNTY LAINE JOHNSON, individually and on behalf of all others similarly situated, ) ) 12- 03659 - CZB Plaintiff, ) ) ) v. ) ) CIVIL ACTION THOMAS J. VACCHIANO, JR., JOHN E. UTLEY, GIDEON ARGOV, BRADLEY J. COPPENS, DAVID A. ECKERT, COLIN M. FARMER, DANIEL M. FREIDBERG, L. PETER FRIEDER, MARK D. WEISHAAR, DANAHER CORP

April 26, 2012 SC 14D9/A

- SC 14D9/A

SC 14D9/A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14D-9 Solicitation/Recommendation Statement Under Section 14(d)(4) of the Securities Exchange Act of 1934 (Amendment No. 1) X-RITE, INCORPORATED (Name of Subject Company) X-RITE, INCORPORATED (Name of Person Filing Statement) Common Stock, par value $0.10 per share (Title of Class of Securities) 983857103 (C

April 19, 2012 EX-99.A.5.A

The following are excerpts from the transcript of Danaher Corporation’s first quarter 2012 earnings call on April 19, 2012:

EX-99.A.5.A 2 d337628dex99a5a.htm EXHIBIT (A)(5)(A) Exhibit (A)(5)(a) The following are excerpts from the transcript of Danaher Corporation’s first quarter 2012 earnings call on April 19, 2012: Larry Culp – Danaher Corp – President and CEO: We remain active and optimistic on the M&A front. As you saw last week, we announced the pending acquisition of X Rite, a global leader in color measurement. E

April 19, 2012 EX-99.A.5.B

“The Company anticipates that diluted net earnings per share for the quarter ending June 30, 2012 will be in the range of $0.76 to $0.81. The Company narrowed its full year 2012 diluted net earnings per share guidance to $3.25 to $3.35 from a previou

Exhibit (a)(5)(B) The following is an excerpt from Danaher Corporation’s earnings press release issued on April 19, 2012: “The Company anticipates that diluted net earnings per share for the quarter ending June 30, 2012 will be in the range of $0.

April 19, 2012 SC TO-T/A

- AMENDMENT NO. 1 TO SCHEDULE TO

Amendment No. 1 to Schedule TO UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE TO TENDER OFFER STATEMENT UNDER SECTION 14(D)(1) OR 13(E)(1) OF THE SECURITIES EXCHANGE ACT OF 1934 Amendment No. 1 X-RITE, INCORPORATED (Name of Subject Company (Issuer)) TERMESSOS ACQUISITION CORP. A Wholly-Owned Subsidiary of DANAHER CORPORATION (Names of Filing Persons (Offerors)) CO

April 17, 2012 EX-99.A1B

LETTER OF TRANSMITTAL To Tender Shares of Common Stock X-RITE, INCORPORATED, a Michigan corporation $5.55 NET PER SHARE Pursuant to the Offer to Purchase dated April 17, 2012 TERMESSOS ACQUISITION CORP., a Michigan corporation and a wholly-owned subs

EX-99.A1B 3 d332282dex99a1b.htm EXHIBIT (A)(1)(B) Exhibit (a)(1)(B) LETTER OF TRANSMITTAL To Tender Shares of Common Stock of X-RITE, INCORPORATED, a Michigan corporation at $5.55 NET PER SHARE Pursuant to the Offer to Purchase dated April 17, 2012 by TERMESSOS ACQUISITION CORP., a Michigan corporation and a wholly-owned subsidiary of DANAHER CORPORATION, a Delaware corporation THE OFFER AND WITHD

April 17, 2012 EX-99.D5

X-RITE, INCORPORATED 4300 44th St. SE Grand Rapids, MI 49512-4009 January 29, 2012

Exhibit (d)(5) Exhibit (d)(5) X-RITE, INCORPORATED 4300 44th St. SE Grand Rapids, MI 49512-4009 January 29, 2012 Rodney Jackson Director – Corporate Development Danaher Corporation 2200 Pennsylvania Avenue, NW Suite 800W Washington, DC 20037 United States of America Attention: Rodney Jackson Re: Confidentiality Agreement Ladies and Gentlemen: In connection with your consideration of a possible tra

April 17, 2012 EX-99.A1A

Offer to Purchase for Cash All Outstanding Shares of Common Stock X-RITE, INCORPORATED $5.55 Net Per Share TERMESSOS ACQUISITION CORP., a wholly–owned subsidiary of DANAHER CORPORATION

Exhibit (a)(1)(A) Table of Contents Exhibit (a)(1)(A) Offer to Purchase for Cash All Outstanding Shares of Common Stock of X-RITE, INCORPORATED at $5.

April 17, 2012 SC 14D9

- SC 14D9

SC 14D9 Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.

April 17, 2012 EX-99.(E)(8)

FORM OF INDEMNITY AGREEMENT

EX-99.(E)(8) 2 d336126dex99e8.htm EX-99.(E)(8) EXHIBIT (e)(8) FORM OF INDEMNITY AGREEMENT AGREEMENT made as of the day of , by and among X-RITE, INCORPORATED, a Michigan corporation (the “Corporation”), and (the “Indenmitee”) with respect to the following: WITNESSETH: WHEREAS, the Board of Directors of the Corporation has recognized that the present trend in litigation against corporate directors

April 17, 2012 EX-99.A1G

Notice of Offer to Purchase for Cash All Outstanding Shares of Common Stock X-RITE, INCORPORATED $5.55 Net Per Share TERMESSOS ACQUISITION CORP., a wholly-owned subsidiary DANAHER CORPORATION

EX-99.A1G 7 d332282dex99a1g.htm EXHIBIT (A)(1)(G) Exhibit (a)(1)(G) This announcement is neither an offer to purchase nor a solicitation of an offer to sell Shares (as defined below). The Offer (as defined below) is made solely by the Offer to Purchase (as defined below), dated April 17, 2012, and the related Letter of Transmittal (as defined below) and any amendments or supplements thereto. The O

April 17, 2012 EX-99.A1C

NOTICE OF GUARANTEED DELIVERY For Tender of Shares of Common Stock X-RITE, INCORPORATED, a Michigan corporation $5.55 NET PER SHARE Pursuant to the Offer to Purchase dated April 17, 2012 TERMESSOS ACQUISITION CORP., a Michigan corporation and a wholl

EX-99.A1C 4 d332282dex99a1c.htm EXHIBIT (A)(1)(C) Exhibit (a)(1)(C) NOTICE OF GUARANTEED DELIVERY For Tender of Shares of Common Stock of X-RITE, INCORPORATED, a Michigan corporation at $5.55 NET PER SHARE Pursuant to the Offer to Purchase dated April 17, 2012 by TERMESSOS ACQUISITION CORP., a Michigan corporation and a wholly-owned subsidiary of DANAHER CORPORATION, a Delaware corporation. THE OF

April 17, 2012 EX-99.A1E

Offer To Purchase For Cash All Outstanding of Shares of Common Stock X-RITE, INCORPORATED, a Michigan corporation $5.55 NET PER SHARE Pursuant to the Offer to Purchase dated April 17, 2012 TERMESSOS ACQUISITION CORP., a Michigan corporation and a who

Exhibit (a)(1)(E) Exhibit (a)(1)(E) Offer To Purchase For Cash All Outstanding of Shares of Common Stock of X-RITE, INCORPORATED, a Michigan corporation at $5.

April 17, 2012 EX-99.A1D

Offer To Purchase For Cash All Outstanding of Shares of Common Stock X-RITE, INCORPORATED, a Michigan corporation $5.55 NET PER SHARE Pursuant to the Offer to Purchase dated April 17, 2012 TERMESSOS ACQUISITION CORP., a Michigan corporation and a who

EX-99.A1D 5 d332282dex99a1d.htm EXHIBIT (A)(1)(D) Exhibit (a)(1)(D) Offer To Purchase For Cash All Outstanding of Shares of Common Stock of X-RITE, INCORPORATED, a Michigan corporation at $5.55 NET PER SHARE Pursuant to the Offer to Purchase dated April 17, 2012 by TERMESSOS ACQUISITION CORP., a Michigan corporation and a wholly-owned subsidiary of DANAHER CORPORATION, a Delaware corporation. THE

April 17, 2012 SC TO-T

- SCHEDULE TO

Schedule TO UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE TO TENDER OFFER STATEMENT UNDER SECTION 14(d)(1) OR 13(e)(1) OF THE SECURITIES EXCHANGE ACT OF 1934 X-RITE, INCORPORATED (Name of Subject Company (Issuer)) TERMESSOS ACQUISITION CORP. (Offeror) A Wholly Owned Subsidiary of DANAHER CORPORATION (Offeror) (Names of Filing Persons (identifying status as offero

April 13, 2012 EX-10

TENDER AND SUPPORT AGREEMENT

EX-10 2 a12-95931ex10.htm EX-10 Exhibit 10 EXECUTION VERSION TENDER AND SUPPORT AGREEMENT This TENDER AND SUPPORT AGREEMENT (this “Agreement”), dated as of April 10, 2012, is by and among Danaher Corporation, a Delaware corporation (“Parent”), Termessos Acquisition Corp., a Michigan corporation and a wholly owned subsidiary of Parent (“Merger Sub”), and each of the entities set forth on Schedule A

April 13, 2012 SC 13D/A

XRIT / X Rite Inc / OEPX, LLC - SC 13D/A Activist Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. 4)* X-Rite, Incorporated (Name of Issuer) Common Stock Par value $0.10 per share (Title of Class of Securities) 983857103 (CUSIP Number) OEPX, LLC 320 Park Avenue, 18th Floor New York, NY 10022 (212) 277-1500 with copies to: Derek M. Winokur, Esq. Dechert LL

April 12, 2012 SC 13D/A

XRIT / X Rite Inc / TINICUM CAPITAL PARTNERS II, L.P. - SCHEDULE 13D/A, AMENDMENT NO. 3 Activist Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D/A Under the Securities Exchange Act of 1934 (Amendment No. 3)* 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, Addr

April 12, 2012 SC 13D/A

XRIT / X Rite Inc / Sagard Capital Partners, L.P. Activist Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. 11)* X-RITE, INCORPORATED (Name of Issuer) Common Stock, par value $.10 per share (Title Class of Securities) 983857103 (CUSIP Number) Dan Friedberg Sagard Capital Partners, L.P. 325 Greenwich Avenue Greenwich, CT 06830 203-629-6700 (Name, Address and Teleph

April 11, 2012 8-K

Regulation FD Disclosure, Entry into a Material Definitive Agreement, Financial Statements and Exhibits

8-K 1 d333961d8k.htm FORM 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Earliest Event Reported: April 10, 2012 X-RITE, INCORPORATED (Exact name of registrant as specified in its charter) Michigan 000-14800 38-1737300 (State or other jurisdiction of incorporation) (Com

April 11, 2012 EX-99.1

X-Rite Announces Agreement for Danaher to Acquire Company for $5.55 per Share Transaction Will Significantly Enhance X-Rite’s Growth Opportunities through Increased Scale and Access to New Markets and Complementary Technologies

EX-99.1 2 d332452dex991.htm EX-99.1 Exhibit 99.1 Rajesh K. Shah, CFO 616-803-2143 [email protected] For Immediate Release X-Rite Announces Agreement for Danaher to Acquire Company for $5.55 per Share Transaction Will Significantly Enhance X-Rite’s Growth Opportunities through Increased Scale and Access to New Markets and Complementary Technologies GRAND RAPIDS, Mich., April 10, 2012 – X-Rite, Incorp

April 11, 2012 EX-99.1

TENDER AND SUPPORT AGREEMENT

EX-99.1 3 d333961dex991.htm EX-99.1 Exhibit 99.1 EXECUTION VERSION TENDER AND SUPPORT AGREEMENT This TENDER AND SUPPORT AGREEMENT (this “Agreement”), dated as of April 10, 2012, is by and among Danaher Corporation, a Delaware corporation (“Parent”), Termessos Acquisition Corp., a Michigan corporation and a wholly owned subsidiary of Parent (“Merger Sub”), and each of the entities set forth on Sche

April 11, 2012 EX-99.4

X-Rite Announces Agreement for Danaher to Acquire Company for $5.55 per Share Transaction Will Significantly Enhance X-Rite’s Growth Opportunities through Increased Scale and Access to New Markets and Complementary Technologies

EX-99.4 6 d333961dex994.htm EX-99.4 Exhibit 99.4 Rajesh K. Shah, CFO 616-803-2143 [email protected] For Immediate Release X-Rite Announces Agreement for Danaher to Acquire Company for $5.55 per Share Transaction Will Significantly Enhance X-Rite’s Growth Opportunities through Increased Scale and Access to New Markets and Complementary Technologies GRAND RAPIDS, Mich., April 10, 2012 – X-Rite, Incorp

April 11, 2012 EX-99.2

TENDER AND SUPPORT AGREEMENT

EX-99.2 4 d333961dex992.htm EX-99.2 Exhibit 99.2 EXECUTION VERSION TENDER AND SUPPORT AGREEMENT This TENDER AND SUPPORT AGREEMENT (this “Agreement”), dated as of April 10, 2012, is by and among Danaher Corporation, a Delaware corporation (“Parent”), Termessos Acquisition Corp., a Michigan corporation and a wholly owned subsidiary of Parent (“Merger Sub”), and each of the entities set forth on Sche

April 11, 2012 SC 14D9

- SC 14D9

SC 14D9 UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 SCHEDULE 14D-9 (RULE 14d-101) SOLICITATION/RECOMMENDATION STATEMENT UNDER SECTION 14(d)(4) OF THE SECURITIES EXCHANGE ACT OF 1934 X-RITE, INCORPORATED (Name of Subject Company) X-RITE, INCORPORATED (Name of Persons Filing Statement) Common Stock, par value $0.

April 11, 2012 EX-99.3

TENDER AND SUPPORT AGREEMENT

EX-99.3 5 d333961dex993.htm EX-99.3 Exhibit 99.3 EXECUTION VERSION TENDER AND SUPPORT AGREEMENT This TENDER AND SUPPORT AGREEMENT (this “Agreement”), dated as of April 10, 2012, is by and among Danaher Corporation, a Delaware corporation (“Parent”), Termessos Acquisition Corp., a Michigan corporation and a wholly owned subsidiary of Parent (“Merger Sub”), and each of the entities set forth on Sche

April 11, 2012 EX-2.1

AGREEMENT AND PLAN OF MERGER by and among DANAHER CORPORATION, TERMESSOS ACQUISITION CORP. X-RITE, INCORPORATED Dated as of April 10, 2012 TABLE OF CONTENTS Page ARTICLE I THE TENDER OFFER Section 1.1 The Offer 2 Section 1.2 Company Action 4 Section

EX-2.1 2 d333961dex21.htm EX-2.1 Exhibit 2.1 EXECUTION VERSION AGREEMENT AND PLAN OF MERGER by and among DANAHER CORPORATION, TERMESSOS ACQUISITION CORP. and X-RITE, INCORPORATED Dated as of April 10, 2012 TABLE OF CONTENTS Page ARTICLE I THE TENDER OFFER Section 1.1 The Offer 2 Section 1.2 Company Action 4 Section 1.3 Directors 6 Section 1.4 Top-Up Option 7 ARTICLE II THE MERGER Section 2.1 The M

April 10, 2012 EX-99.1

Danaher Corporation to Acquire X-Rite, Incorporated

Exhibit 99.1 Exhibit 99.1 Danaher Corporation to Acquire X-Rite, Incorporated Washington, D.C., April 10, 2012 - Danaher Corporation (NYSE:DHR) announced today that it has entered into a definitive merger agreement with X-Rite, Incorporated (NASDAQ: XRIT) pursuant to which Danaher will acquire X-Rite by making a cash tender offer to acquire all of the outstanding shares of common stock of X-Rite a

April 10, 2012 SC TO-C

- SCHEDULE TO-C

Schedule TO-C UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE TO TENDER OFFER STATEMENT UNDER SECTION 14(D)(1) OR 13(E)(1) OF THE SECURITIES EXCHANGE ACT OF 1934 X-RITE, INCORPORATED (Name of Subject Company (Issuer)) TERMESSOS ACQUISITION CORP. A Wholly Owned Subsidiary of DANAHER CORPORATION (Names of Filing Persons (Offerors)) COMMON STOCK, $0.10 PAR VALUE (Titl

April 5, 2012 DEF 14A

- DEF 14A

DEF 14A Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.

March 15, 2012 8-K

Regulation FD Disclosure, Financial Statements and Exhibits, Results of Operations and Financial Condition - X-RITE, INC. 8-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Earliest Event Reported: March 13, 2012 X-RITE, INCORPORATED (Exact name of registrant as specified in its charter) Michigan 000-14800 38-1737300 (State or other jurisdiction of incorporation) (Commission File Number) (IRS Employer Identification no.

March 15, 2012 EX-21

X-RITE, INCORPORATED LIST OF CONSOLIDATED SUBSIDIARIES Name State or Country of Incorporation or Organization 1. X-Rite Global, Incorporated Michigan 2. X-Rite Holdings, Inc. Michigan 3. GretagMacbeth, LLC Delaware 4. Pantone LLC Delaware 5. Pantone

EX-21 3 d283603dex21.htm EX-21 EXHIBIT 21 X-RITE, INCORPORATED LIST OF CONSOLIDATED SUBSIDIARIES Name State or Country of Incorporation or Organization 1. X-Rite Global, Incorporated Michigan 2. X-Rite Holdings, Inc. Michigan 3. GretagMacbeth, LLC Delaware 4. Pantone LLC Delaware 5. Pantone Japan, Inc. Delaware 6. Amazys Holding GmbH Switzerland 7. Amazys Holding Beteiligungen GmbH Switzerland 8.

March 15, 2012 EX-99.1

X-Rite Reports Strong 2011 Fourth Quarter Earnings Benefits from New Product Releases, Strategic Initiatives and Cost Controls Continued Strong Cash Flows Underpin Actions to Drive Revenue and Earnings Growth in 2012 and Beyond

Exhibit 99.1 X-Rite Reports Strong 2011 Fourth Quarter Earnings Benefits from New Product Releases, Strategic Initiatives and Cost Controls Continued Strong Cash Flows Underpin Actions to Drive Revenue and Earnings Growth in 2012 and Beyond GRAND RAPIDS, Mich.-(BUSINESS WIRE)-March 13, 2012-X-Rite, Incorporated (NASDAQ:XRIT) today announced its financial results for the fourth quarter and full fis

March 15, 2012 EX-10.43

October 26, 2011

EX-10.43 Exhibit 10.43 October 26, 2011 Dear Vic: We are very pleased to offer you employment with X-Rite, Incorporated as Senior Vice President Sales and Marketing and Officer of the Company. In this position you will report to the CEO and based in Grand Rapids, Michigan. I have outlined the particular terms of your employment below: • Salary: Your salary will be set at a weekly rate of $5,769.23

March 15, 2012 10-K

Annual Report - FORM 10-K

Form 10-K Table of Contents U.S. SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES ACT OF 1934 FOR THE FISCAL YEAR ENDED DECEMBER 31, 2011 Commission file number 0-14800 X-RITE, INCORPORATED (Name of registrant as specified in charter) Michigan 38-1737300 (State of Incorporation) (I.R.S. Employer Identification No.)

February 21, 2012 SC 13D/A

XRIT / X Rite Inc / Sagard Capital Partners, L.P. Activist Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. 10)* X-RITE, INCORPORATED (Name of Issuer) Common Stock, par value $.10 per share (Title Class of Securities) 983857103 (CUSIP Number) Dan Friedberg Sagard Capital Partners, L.P. 325 Greenwich Avenue Greenwich, CT 06830 203-629-6700 (Name, Address and Teleph

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