UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13E-3
(RULE 13e-100)
RULE 13E-3 TRANSACTION STATEMENT UNDER
SECTION 13(E) OF THE SECURITIES EXCHANGE ACT OF 1934
COLOR IMAGING, INC.
(Name of the Issuer)
COLOR IMAGING, INC.
(Name of Person(s) Filing Statement)
COMMON STOCK, PAR VALUE $0.01 PER SHARE
(Title of Class of Securities)
[196245 10 4]
(CUSIP Number of Class of Securities)
MORRIS E. VAN ASPEREN
CHIEF FINANCIAL OFFICER
COLOR IMAGING, INC.
4350 PEACHTREE INDUSTRIAL BLVD, SUITE 100
NORCROSS, GA 30071
TELEPHONE NUMBER: (770) 840-1090
(Name, Address, and Telephone Numbers of Person Authorized
to Receive Notices and Communications on Behalf
of the Persons Filing Statement)
WITH COPY TO:
ROBERT F. DOW, ESQ.
ARNALL GOLDEN GREGORY LLP
171 17TH STREET, N.W., SUITE 2100
ATLANTA, GEORGIA 30363
This statement is filed in connection with (check the appropriate box):
a. [X] The filing of solicitation materials or an Proxy Statement subject to
Regulation 14A, Regulation 14C or Rule 13e-3(c) under the Securities Exchange
Act of 1934.
b. [_] The filing of a registration statement under the Securities Act of 1933.
c. [_] A tender offer.
d. [_] None of the above.
Check the following box if the soliciting materials or Proxy Statement referred
to in checking box (a) are preliminary copies: [X]
Check the following box if the filing is a final amendment reporting the results
of the transaction: [_]
CALCULATION OF FILING FEE*
TRANSACTION VALUATION AMOUNT OF FILING FEE
$300,000 $35.31
* Estimated solely for purposes of calculating the filing fee. For purposes of
calculation of this fee only, this transaction valuation is based on the
estimated number of shares that would otherwise be converted into fractional
shares as a result of the Reverse Stock Split multiplied by $1.10.
** This calculation is based upon one fiftieth of one percent multiplied by
transaction valuation shown above. The amount of the filing fee calculated in
accordance with Rule 0-11 of the Securities Exchange Act of 1934.
[_] Check box if any part of the fee is offset as provided by Rule 0-11(a)(2)
and identify the filing with which the offsetting fee was previously paid.
Identify the previous filing by registration statement number, or the Form or
Schedule and the date of its filing.
Amount Previously Paid: $ Filing Party:
Form or Registration No.: Date Filed:
INTRODUCTION
This Rule 13e-3 Transaction Statement on Schedule 13E-3 is being filed by Color
Imaging, Inc., a Delaware corporation ("Color Imaging"), pursuant to Section
13(e) of the Securities Exchange Act of 1934, as amended (the "Exchange Act"),
and Rule 13e-3 promulgated thereunder. Color Imaging is proposing that its
stockholders, at a Annual Meeting of the Stockholders of Color Imaging (the
"Annual Meeting"), approve and adopt amendments to Color Imaging's Certificate
of Incorporation, as determined by the Board of Directors of Color Imaging in
their discretion, to effect a reverse stock split of our common stock at one of
the following ratios: 1-for-1500, 1-for-2500 or 1-for-5000 and the repurchase of
the resulting fractional shares held by each stockholder with less than one
share after the reverse stock split, followed immediately by an amendment of
Color Imaging's Certificate of Incorporation to effect a forward stock split of
Color Imaging's common shares upon the inverse of the ratio used in effecting
the reverse stock split (collectively the "Stock Splits"). As a result of the
Stock Splits, (a) each stockholder owning fewer than 5,000 shares, 2,500 shares
or 1,500 shares, as applicable, of outstanding common stock immediately before
the Stock Splits will receive $1.10 in cash, without interest, for each Color
Imaging common share owned by such stockholder immediately prior to the Stock
Splits and will no longer be a stockholder of Color Imaging; and (b) each
stockholder owning more than the number of common shares upon which the reverse
stock split was effected immediately before the Stock Splits will receive common
shares equal to the number of common shares they held prior to the Stock Splits.
The Stock Splits are proposed for the purpose of taking Color Imaging private
and terminating its reporting obligations under the Securities Exchange Act of
1934, as amended (the "Stock Splits Proposal").
This Schedule 13E-3 is being filed with the Securities and Exchange Commission
(the "SEC") concurrently with a preliminary proxy statement, including exhibits,
filed by Color Imaging pursuant to Rule 14A under the Exchange Act (the "Proxy
Statement"), which will notify the holders of Common Shares of the Annual
Meeting at which they will be asked to approve the Stock Splits, and to transact
any other business properly brought before the Annual Meeting. The Proxy
Statement is incorporated by reference to Color Imaging's Schedule 14A filed
with the SEC on May __, 2005.
The information contained in the Proxy Statement is hereby expressly
incorporated herein by reference and the responses to each item are qualified in
their entirety by reference to the information contained in the Proxy Statement.
As of the date hereof, the Proxy Statement is in preliminary form and is subject
to amendment and completion. This Schedule 13E-3 will be amended to reflect such
amendment or completion of the Proxy Statement.
ITEM 1. SUMMARY TERM SHEET
REGULATION M-A ITEM 1001
The information contained in the sections entitled "SUMMARY TERM SHEET" in
the proxy statement is incorporated herein by reference
ITEM 2. SUBJECT COMPANY INFORMATION
REGULATION M-A ITEM 1002
(a) Name and Address. The information contained in the sections entitled
"SUMMARY TERM SHEET" in the proxy statement is incorporated herein by reference.
(b) Securities. As of the date of this filing, there are 12,690,305 shares
of Color Imaging's common stock, par value $0.01 per share, issued and
outstanding. The information contained in the section entitled "MEETING AND
VOTING INFORMATION - Record Date" and " - Quorum and Required Vote" in the proxy
statement is incorporated herein by reference.
(c) Trading Market and Price. The information contained in the section
entitled "INFORMATION ABOUT COLOR IMAGING -Market Price and Dividend
Information" in the proxy statement is incorporated herein by reference.
(d) Dividends. The information contained in the section entitled
"INFORMATION ABOUT COLOR IMAGING - Market Price and Dividend Information" in the
proxy statement is incorporated herein by reference.
(e) Prior Public Offerings. None.
(f) Prior Stock Purchases. The information contained in the section
entitled "INFORMATION ABOUT COLOR IMAGING - Common Share Purchase Information"
in the proxy statement is incorporated herein by reference.
ITEM 3. IDENTITY AND BACKGROUND OF FILING PERSON
REGULATION M-A ITEM 1003
(a) Name and Address. Color Imaging is the filing person and the subject
company. Color Imaging's address and telephone number are provided in Item 2(a)
above. Color Imaging's executive officers and directors are set forth below.
NAME POSITION
--------------------------- -----------------------------------------
Jui-Kung Wang Chief Executive Officer, Director
and Chairman of the Board
Sueling Wang, PhD President, Vice Chairman and Director
Morris E. Van Asperen Executive Vice President, Chief
Financial Officer, Secretary and
Director
Patrick J. Wilson Senior Vice President, Marketing and
Sales
Yi-Jen Wang Director
Jui-Hung Wang Director
Jui-Chi Jerry Wang Director
Richard S. Eiswirth Director
(b) Business and Background of Entities. The information contained in the
section entitled "PROPOSAL NO. 1 - STOCK SPLITS PROPOSAL - Background of the
Stock Splits" in the proxy statement is incorporated herein by reference.
(c) Business and Background of Natural Persons. The information contained
in the section entitled "ELECTION OF DIRECTORS" in the proxy statement and in
"PART III - DIRECTORS AND OFFICERS OF THE COMPANY" in Color Imaging's Annual
Report on Form 10-K for the year ended December 31, 2004 (the "Form 10-K")
incorporated by reference into the proxy statement is incorporated herein by
reference. None of the individuals named above has been: (i) convicted in a
criminal proceeding (excluding traffic violations or similar misdemeanors)
during the past five years, or (ii) a party, during the past five years, to any
judicial or administrative proceeding (except for matters that were dismissed
without sanction or settlement) that resulted in a judgment, decree or final
order enjoining such person from future violations of, or prohibiting activities
subject to, federal or state securities laws, or a finding of any violation of
federal or state securities laws. All of the officers and directors of Color
Imaging are citizens of the United States, except Messrs. Jui-Hung Wang,
Jui-Kung Wang and Jui-Chi Wang, who are citizens of Taiwan, the Republic of
China.
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ITEM 4. TERMS OF THE TRANSACTION
REGULATION M-A ITEM 1004
(a)(1) Material Terms. Tender Offers. Not applicable.
(a)(2) Material Terms. Mergers or Similar Transactions. The information set
forth under the captions "SUMMARY TERM SHEET," "SPECIAL FACTORS," "PROPOSAL NO.
1 - STOCK SPLITS PROPOSAL," "APPENDIX B - FORM OF REVERSE STOCK SPLIT," and
"APPENDIX C - FORM OF FORWARD STOCK SPLIT" in the proxy statement is
incorporated herein by reference.
(c) Different Terms. None
(d) Appraisal Rights. The information set forth under the caption "SUMMARY
TERM SHEET - Unavailability of Appraisal or Dissenters' Rights" and "- Escheat
Laws" in the proxy statement is incorporated herein by reference
(e) Provisions for Unaffiliated Security Holders. None.
(f) Eligibility for Listing or Trading. Not Applicable.
ITEM 5. PAST CONTACTS, TRANSACTIONS, NEGOTIATIONS AND AGREEMENTS
REGULATION M-A ITEM 1005
(a) Transactions. The information contained in the sections entitled
"SUMMARY TERM SHEET," "INFORMATION ABOUT COLOR IMAGING - Interests of Certain
Persons in Matters to Be Acted Upon," and "INFORMATION ABOUT COLOR IMAGING -
Common Share Purchase Information" in the proxy statement is incorporated herein
by reference.
(b) Significant Corporate Events. The information contained in the sections
entitled "SUMMARY TERM SHEET," "PROPOSAL NO. 1 - STOCK SPLITS PROPOSAL -
Background of the Stock Splits," and "INFORMATION ABOUT COLOR IMAGING - Common
Share Purchase Information" in the proxy statement is incorporated herein by
reference.
(c) Negotiations or Contacts. The information contained in the sections
entitled "SUMMARY TERM SHEET" and "PROPOSAL NO. 1 - STOCK SPLITS PROPOSAL -
Background of the Stock Splits" in the proxy statement is incorporated herein by
reference
(e) Agreements Involving the Subject Company's Securities. The information
contained in the sections entitled "SUMMARY TERM SHEET" and "PROPOSAL NO. 1 -
STOCK SPLITS PROPOSAL - Background of the Stock Splits," in the proxy statement
is incorporated herein by reference.
ITEM 6. PURPOSES OF THE TRANSACTION AND PLANS OR PROPOSALS
REGULATION M-A ITEM 1006
(b) Use of Securities Acquired. The information set forth under the caption
"PROPOSAL NO. 1 - STOCK SPLITS PROPOSAL - Share Certificates" in the proxy
statement is incorporated herein by reference.
(c)(1)-(8)Plans. The information set forth under the captions "SUMMARY TERM
SHEET," "SPECIAL FACTORS - Purpose of the Stock Splits"; and "- Effects of the
Stock Splits" in the proxy statement is incorporated herein by reference.
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ITEM 7. PURPOSES, ALTERNATIVES, REASONS AND EFFECTS
REGULATION M-A ITEM 1013
(a) Purposes. The information set forth in the sections of the Proxy
Statement entitled "SPECIAL FACTORS - Purpose of the Stock Splits" and "
PROPOSAL NO. 1 - STOCK SPLITS PROPOSAL - Background of the Stock Splits" in the
proxy statement is incorporated herein by reference.
(b) Alternatives. The information set forth in the section of the Proxy
Statement entitled "SPECIAL FACTORS - Alternatives to the Stock Splits" in the
proxy statement is incorporated herein by reference.
(c) Reasons. The information set forth in the sections of the Proxy
Statement entitled "SPECIAL FACTORS - Reasons for the Stock Splits" and
"PROPOSAL NO. 1 - STOCK SPLITS PROPOSAL - Background of the Stock Splits" in the
proxy statement is incorporated herein by reference.
(d) Effects. The information set forth in the sections of the Proxy
Statement entitled "SPECIAL FACTORS - Effects of the Stock Splits," "SPECIAL
FACTORS - Advantages of the Stock Splits," "SPECIAL FACTORS - Disadvantages of
the Stock Splits," "PROPOSAL NO. 1 - STOCK SPLITS PROPOSAL - Potential
Disadvantages of the Stock Splits to Stockholders," "PROPOSAL NO. 1 - STOCK
SPLITS PROPOSAL - - Material Federal Income Tax Consequences" and "FINANCIAL
INFORMATION" is incorporated herein by reference.
ITEM 8. FAIRNESS OF THE TRANSACTION
REGULATION M-A ITEM 1014
(a) Fairness. The information set forth in the sections of the Proxy
Statement entitled "SPECIAL FACTORS - Fairness of the Stock Splits," "OPINION OF
CBIZ VALUATION GROUP, LLC" and "PROPOSAL NO. 1 - STOCK SPLITS PROPOSAL -
Recommendation of the Board" is incorporated herein by reference.
(b) Factors Considered in Determining Fairness. The information set forth
in the sections of the Proxy Statement entitled "Stock Splits Proposal -
Recommendation of the Board," "SPECIAL FACTORS - Fairness of the Stock Splits"
and "OPINION OF CBIZ VALUATION GROUP, LLC" is incorporated herein by reference.
(c) Approval of Security Holders. The Stock Splits are not structured so
that the approval of at least a majority of Color Imaging's unaffiliated holders
of Common Shares is required.
(d) Unaffiliated Representative. The information set forth in the section
of the Proxy Statement entitled "SPECIAL FACTORS - Fairness of the Stock Splits"
is incorporated herein by reference.
(e) Approval of Directors. The information set forth in the sections of the
Proxy Statement entitled "PROPOSAL NO. 1 - STOCK SPLITS PROPOSAL -
Recommendation of the Board" and "SPECIAL FACTORS - Fairness of the Stock
Splits" is incorporated herein by reference.
(f) Other Offers. None.
ITEM 9. REPORTS, OPINIONS, APPRAISALS AND NEGOTIATIONS
REGULATION M-A ITEM 1015
(a) Report, Opinion or Appraisal. The information set forth in the sections
of the Proxy Statement entitled "SPECIAL FACTORS - Fairness of the Stock Splits"
and "OPINION OF CBIZ VALUATION GROUP, LLC" is incorporated herein by reference.
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(b) Preparer and Summary of the Report, Opinion or Appraisal. The
information set forth in the sections of the Proxy Statement entitled "SUMMARY
TERM SHEET" and "OPINION OF CBIZ VALUATION GROUP, LLC" is incorporated herein by
reference.
(c) Availability of Documents. The full text of the fairness opinion of
CBIZ Valuation Group, LLC dated May 2, 2005, attached to the Proxy Statement as
Exhibit A, is incorporated herein by reference. Such fairness opinion is also
available for inspection and copying at the Color Imaging's principal executive
offices located at 4350 Peachtree Industrial Blvd, Suite 100, Norcross, GA 30071
during Color Imaging's regular business hours by any interested stockholder of
Color Imaging or representative of such holder who has been so designated in
writing
ITEM 10. SOURCE AND AMOUNTS OF FUNDS OR OTHER CONSIDERATION
REGULATION M-A ITEM 1007
(a) Source of Funds. The information set forth in the section of the Proxy
Statement entitled "MEETING AND VOTING INFORMATION - Solicitation and Costs" is
incorporated herein by reference
(b) Conditions. Not applicable.
(c) Expenses. The information set forth in the section of the Proxy
Statement entitled "MEETING AND VOTING INFORMATION - Solicitation and Costs" is
incorporated herein by reference.
(d) Borrowed Funds. None.
ITEM 11. INTEREST IN SECURITIES OF THE SUBJECT COMPANY
REGULATION M-A ITEM 1008
(a) Securities Ownership. The information set forth in the section of the
Proxy Statement entitled "INFORMATION ABOUT COLOR IMAGING - Interest of Certain
Persons in Matters to be Acted Upon" is incorporated herein by reference.
(b) Securities Transactions. The information set forth in the section of
the Proxy Statement entitled "INFORMATION ABOUT COLOR IMAGING - Interest of
Certain Persons in Matters to be Acted Upon" is incorporated herein by
reference.
ITEM 12. THE SOLICITATION OR RECOMMENDATION
REGULATION M-A ITEM 1012
(d) Intent to Tender or Vote in a Going-Private Transaction. The
information set forth in the sections of the Proxy Statement entitled "PROPOSAL
NO. 1 - STOCK SPLITS PROPOSAL - Recommendation of the Board" and "SPECIAL
FACTORS - Fairness of the Stock Splits" is incorporated herein by reference.
(e) Recommendations of Others. The information set forth in the sections of
the Proxy Statement entitled "PROPOSAL NO. 1 - STOCK SPLITS PROPOSAL -
Recommendation of the Board" and "SPECIAL FACTORS - Fairness of the Stock
Splits" is incorporated herein by reference.
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ITEM 13. FINANCIAL STATEMENTS
REGULATION M-A ITEM 1010
(a) Financial Information. The information contained in the sections
entitled "SELECTED HISTORICAL FINANCIAL DATA" and "WHERE STOCKHOLDERS CAN FIND
MORE INFORMATION" in the proxy statement is incorporated herein by reference,
including Item 8, "FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA," contained in
the Form 10-K incorporated by reference into the proxy statement.
(b) Pro Forma Information. The information set forth in the section of the
Proxy Statement entitled "FINANCIAL INFORMATION - Pro Forma Financial
Information" is incorporated herein by reference.
ITEM 14. PERSONS/ASSETS, RETAINED, EMPLOYED, COMPENSATED OR USED
REGULATION M-A ITEM 1009
(a) Solicitations or Recommendations. The information set forth in the
section of the Proxy Statement entitled "MEETING AND VOTING INFORMATION -
Solicitation and Costs" is incorporated herein by reference.
(b) Employees and Corporate Assets. The information set forth in the
sections of the Proxy Statement entitled "SPECIAL FACTORS - What are the
interests of affiliates of Color Imaging in the reverse stock split," "OPINION
OF CBIZ VALUATION GROUP, LLC," "MEETING AND VOTING INFORMATION - Solicitation
and Costs," and "PROPOSAL NO. 1 - STOCK SPLITS PROPOSAL - Background of the
Stock Splits" is incorporated herein by reference.
ITEM 15. ADDITIONAL INFORMATION
REGULATION M-A ITEM 1011
(b) Other Material Information. All of the information set forth in the
Proxy Statement and each Exhibit attached thereto is incorporated herein by
reference.
ITEM 16. EXHIBITS
REGULATION M-A ITEM 1016
(a) (i) Preliminary Proxy Statement and Form of Proxy for the Special
Meeting of Shareholders of Color Imaging. *
(ii) Form of Reverse Stock Split Amendment to the Certificate of
Incorporation, as amended, of Color Imaging.*
(iii) Form of Forward Stock Split Amendment to the Certificate of
Incorporation, as amended, of Color Imaging.*
(b) Not applicable.
(c) Fairness Opinion of CBIZ Valuation Group, LLC*
(d) Not applicable.
(f) Not applicable.
(g) Not applicable.
* Incorporated by reference to Color Imaging's Proxy Statement on Schedule 14A
filed with the Securities and Exchange Commission on May 5, 2005.
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SIGNATURES
After due 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.
COLOR IMAGING, INC.
/S/ MORRIS E. VAN ASPEREN
-----------------------------------
Morris E. Van Asperen
Chief Financial Officer
Date: May 5, 2005
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EXHIBIT INDEX
(a) (i) Preliminary Proxy Statement and Form of Proxy for the Special Meeting of
Shareholders of Color Imaging *
(ii) Form of Reverse Stock Split Amendment to the Articles of Incorporation, as
amended, of Color Imaging.*
(iii) Form of Forward Stock Split Amendment to the Articles of Incorporation, as
amended, of Color Imaging.*
(c) Fairness Opinion of CBIZ Valuation Group, LLC*
* Incorporated by reference to Color Imaging's Proxy Statement on Schedule 14A
filed with the Securities and Exchange Commission on May 5, 2005.
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