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~~May 1015, 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.)

4300 44th Street S.E.

Grand Rapids, Michigan 49512

(Address of principal executive office, ~~including zip code)~~

including zip code)

Registrant’s telephone number, including area code:

(616) 803-2200

Check the appropriate box below if the Form 8-K is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions.

¨	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

¨	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

¨	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

¨	Pre-commencement communications pursuant to Rule 14e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 1.0102. ~~Entry~~Termination ~~into~~of a Material Definitive Agreement.

On May 15, 2012 and in connection with the Agreement and Plan of Merger, dated as of April 10, 2012, by and among Danaher Corporation (“Danaher”), Termessos Acquisition Corp. (“Purchaser”) and X-Rite, Incorporated (the “Company”) (the “Merger Agreement”), the Company repaid in full all outstanding loans, together with interest and all other amounts due in connection with such repayment, and terminated that certain Credit Agreement, dated as of March 30, 2011, by and among the Company, Bank of America, N.A., as Administrative Agent, Fifth Third Bank and General Electric Capital Corporation, as Co-Syndication Agents, and the other lenders party thereto (as amended, the “Credit Agreement”). The Credit Agreement was scheduled to expire on March 30, 2016. The total principal amount repaid under the Credit Agreement was $141,000,000. In connection with the repayment of the Credit Agreement, the Company also terminated all related security documents.

On ~~April~~May 1015, 2012, ~~Danaher~~pursuant to ~~Corporation~~the terms of the Merger Agreement, ~~a Delaware~~the ~~corporation~~Company terminated (~~“Danaher”~~i), that ~~Termessos~~certain ~~Acquisition~~Investment ~~Corp.~~Agreement, adated ~~Michigan~~as ~~corporation~~of ~~and~~August 20, a2008, ~~wholly-owned~~as ~~subsidiary~~amended ofon ~~Danaher~~August 18, ~~(“Purchaser”)~~2009, by and ~~X-Rite,~~between ~~Incorporated,~~the aCompany ~~Michigan~~and ~~corporation~~OEPX, LLC (~~the~~ “~~Company~~OEPX”),; (ii) that ~~entered~~certain ~~into~~Investment an Agreement, ~~and~~dated ~~Plan~~as of ~~Merger~~August 20, ~~(the~~2008, ~~“Merger~~as ~~Agreement”)~~amended ~~pursuant~~on toAugust 18, ~~which Danaher~~2009, ~~through~~by ~~Purchaser~~and among the Company, ~~will~~Sagard ~~commence~~Capital anPartners, ~~offer~~L.P. (~~the~~ “~~Offer~~Sagard”), toand ~~acquire~~Tinicum ~~all~~Capital ofPartners ~~the~~II, ~~outstanding shares~~L.P., ofTinicum ~~the~~Capital Partners ~~Company’s~~II ~~common~~Parallel ~~stock~~Fund, ~~par~~L.P. ~~value~~and ~~$0.10~~Tinicum ~~per~~Capital ~~share~~Partners II Executive Fund, L.L.C. (~~the~~collectively, “~~Shares~~Tinicum”); ~~for~~and ~~$5.55~~(iii) that ~~per~~certain ~~share~~Registration inRights ~~cash~~Agreement, ~~without~~dated ~~interest~~as (of October 28, 2008, as amended on August 18, 2009, by and among the ~~“Per~~Company, ~~Share~~OEPX, ~~Price”)~~Sagard and Tinicum.

~~Completion~~Item of2.01. ~~the~~Completion ~~Offer is subject to several conditions, including (i) that a majority~~ of ~~the~~Acquisition ~~Shares outstanding on a fully diluted basis be validly tendered and not validly withdrawn prior to the expiration of the Offer; (ii) any applicable waiting period~~ or ~~approval~~Disposition ~~under the Hart-Scott-Rodino Antitrust Improvements Act~~ of 1976, as amended (the “HSR Act”), the antirust laws of Germany or Austria and any other material applicable foreign antitrust laws shall have expired or been earlier terminated or obtained; (iii) the absence of a material adverse effect on the Company; and (iv) certain other customary conditionsAssets.

The ~~Merger~~information ~~Agreement~~set ~~also~~forth ~~provides~~in ~~that~~Item 5.01 ~~following consummation~~ of ~~the~~this ~~Offer~~Current ~~and satisfaction~~Report ofon ~~certain~~Form ~~customary conditions, Purchaser will be merged with and into the Company (the “Merger”), with the Company surviving as a wholly~~8-~~owned~~K ~~subsidiary~~is ofincorporated ~~Danaher.~~herein ~~Upon completion of the Merger, each Share outstanding immediately prior to the effective time of the Merger (other than Shares owned~~ by ~~Danaher and Purchaser) will be converted into the right to receive the Per Share Price~~reference.

IfItem Purchaser holds 90% or more of the outstanding Shares following the completion of the Offer, the parties will effect the Merger as a short-form merger without the need for approval by the Company’s shareholders3. ~~If Purchaser does not hold 90% or more of the outstanding Shares following the completion of the Offer, the Company may hold a special meeting to obtain shareholder approval of the Merger~~01. ~~Subject~~Notice ~~to the terms~~ of ~~the~~Delisting ~~Merger~~or ~~Agreement~~Failure and the number of authorized Shares available under the Company’s articles of incorporation, the Company has granted Purchaser an irrevocable option (the “Top-Up Option”), exercisable after completion of the Offer, to ~~purchase~~Satisfy ata ~~the~~Continued ~~Per~~Listing ~~Share~~Rule ~~Price additional Shares from the Company as necessary so that Danaher, Purchaser~~ or ~~their subsidiaries own one Share more than 90% of the total Shares outstanding immediately after the issuance of the Shares pursuant to the Top-Up Option on a fully diluted basis~~Standard.

~~Danaher~~On ~~and the~~May 15, ~~Company~~2012, ~~have~~in ~~made~~connection ~~customary~~with ~~representations,~~the ~~warranties~~Merger ~~and~~(as ~~covenants~~defined inbelow), the ~~Merger~~Company ~~Agreement,~~notified ~~including~~the ~~covenants~~NASDAQ Stock Market (i“NASDAQ”) of its intent to ~~promptly~~remove ~~effect~~each ~~all~~share ~~registrations,~~of ~~filings~~the ~~and~~Company’s ~~submissions~~common ~~required~~stock, ~~pursuant~~par tovalue $0.10 per share (the ~~HSR~~“Shares”), ~~Act~~from listing on NASDAQ and ~~any~~requested ~~other~~that ~~required governmental~~NASDAQ ~~approvals,~~file a delisting application with the Securities and Exchange ~~Act~~Commission of(the “SEC”) ~~1934~~to delist and ~~other~~deregister ~~applicable~~the ~~laws~~Shares. ~~with~~NASDAQ ~~respect~~has tofiled with the ~~Offer~~SEC ~~and~~a ~~the~~Notification ~~Merger;~~of Removal from Listing and/or Registration under Section 12(iib) to ~~use~~of ~~their~~the ~~respective~~Securities ~~reasonable~~Exchange ~~best~~Act ~~efforts~~of to1934, ~~take~~as ~~all necessary~~amended, ~~proper~~on orForm ~~advisable~~25 ~~actions~~ to ~~effectuate~~ ~~the~~delist ~~transactions~~and deregister ~~contemplated by~~ the ~~Merger Agreement~~Shares.

~~The~~Item Company has agreed to (i) conduct its business in the ordinary course consistent with past practice prior to consummation of the Merger and (ii) use commercially reasonable efforts to preserve its business organization intact and maintain existing relations and goodwill with governmental entities, customers, suppliers, employees and business associates3.03. ~~The~~Material ~~Company~~Modifications ~~has also agreed~~ to ~~comply~~Rights ~~with certain other operating covenants through the consummation~~ of ~~the~~Security ~~Merger~~Holders.

~~The~~Effective ~~Company~~as ~~has~~of ~~agreed~~May 15, ~~not~~2012 to(the ~~solicit,~~“Effective ~~initiate~~Time”), ~~facilitate~~Purchaser acquired all of the outstanding Shares not otherwise tendered and accepted, orpursuant ~~engage~~to the terms and conditions set forth in the ~~discussions~~offer ~~concerning,~~to ~~alternative~~purchase ~~proposals~~dated ~~for~~April 17, 2012 (the ~~acquisition~~ “Offer”) by effecting a “short form” merger of Purchaser into the Company under applicable Michigan law (the “Merger”). ~~However~~In the Merger, ~~subject~~Purchaser tomerged with and into the ~~satisfaction~~Company, with the Company surviving the Merger as a wholly-owned subsidiary of ~~certain~~Danaher. ~~conditions~~In the Merger, each Share was cancelled and (except for Shares held directly or indirectly by Danaher, Purchaser and the Company) converted into the right to receive $5.55 per Share, net to the seller in cash, without interest and ~~its~~less ~~board~~any applicable withholding taxes (the “Per Share Amount”). As a result of ~~directors~~the Merger, holders of Shares immediately prior to the Merger ceased to have any rights as ~~applicable,~~holders ~~would~~of beShares ~~permitted~~other than their right to ~~take~~receive their applicable Per Share Amount.

~~certain~~Item actions which may, as more fully described in the Merger Agreement, include terminating the Merger Agreement to enter into an unsolicited superior proposal or effecting a change of the board of directors’ recommendation, with respect to an unsolicited superior proposal or the occurrence of certain intervening events, if the board of directors of the Company has concluded in good faith after consultation with its advisors that failure to do so would be inconsistent with its fiduciary duties5. ~~The Merger Agreement can be terminated by Danaher or the Company under certain circumstances, and the Company will be required to pay Danaher a termination fee of $16~~01.6 ~~million~~Changes in ~~connection~~ ~~with~~Control ~~certain~~of ~~terminations~~Registrant.

~~The~~Pursuant to the Merger Agreement, ~~has~~Purchaser ~~been~~commenced ~~unanimously~~the ~~adopted~~Offer byto ~~the~~acquire ~~Board~~all of ~~Directors~~the ofShares at the Per Share Amount. The Offer expired at 12:00 midnight, New York City time, on Monday, May 14, 2012. According to Computershare Trust Company, ~~and~~N.A., the ~~Board~~depositary offor ~~Directors~~the ofOffer, ~~the~~at ~~Company~~12:00 ~~unanimously~~midnight, ~~recommends~~New ~~that~~York ~~shareholders~~City oftime, ~~the~~on ~~Company~~May 14, ~~tender~~2012, ~~their~~83,028,538 Shares inwere validly tendered pursuant to the Offer and, ifnot ~~necessary~~and not withdrawn prior to the expiration of the Offer (including 420,441 ~~vote~~Shares delivered pursuant to ~~approve~~the guaranteed delivery procedures). Assuming all Shares tendered pursuant to guaranteed delivery procedures are delivered, approximately 96.22% of the ~~Merger~~outstanding Shares have been tendered (the percentage is 95.73% if guaranteed delivery shares are not taken into account).

~~The~~Effective ~~foregoing~~as ~~description~~ of the Effective ~~Offer~~Time, ~~the~~Purchaser ~~Merger~~acquired ~~and~~all ~~the~~of ~~Merger Agreement does not purport to be complete and is qualified in its entirety by reference to~~ the ~~Merger~~remaining ~~Agreement,~~outstanding ~~which~~Shares ~~is attached hereto as Exhibit 2.1 and incorporated herein~~ by ~~reference.~~effecting ~~The~~a ~~Merger~~“short ~~Agreement~~form” ~~has~~merger ~~been~~under ~~incorporated~~applicable byMichigan ~~reference~~law ~~herein to provide investors with information regarding its terms. It is not intended to modify or supplement any factual disclosures about the Company~~ in ~~its~~which ~~public~~Purchaser ~~reports~~was ~~filed~~merged with ~~the Securities~~ and ~~Exchange~~into ~~Commission (~~the ~~“SEC”) and it is not intended to be~~Company, and ~~should not be relied upon as, disclosures regarding any facts and circumstances relating to~~ the Company. Inbecame ~~particular, the representations, warranties and covenants set forth in the Merger Agreement (~~a~~) were~~ ~~made solely for purposes of the Merger Agreement and solely for~~wholly-owned ~~the~~subsidiary ~~benefit~~ of ~~the contracting parties, (b) may be subject to limitations agreed upon by the contracting parties, including being qualified by confidential disclosures made to~~ Danaher. ~~and~~In ~~Purchaser in connection with~~ the Merger ~~Agreement~~, ~~(c) will~~ ~~not~~each ~~survive~~Share ~~consummation~~was ofcancelled the Merger, (d) are qualified in certain circumstances by a materiality standard which may differ from what may be viewed as material by investors, (e) were made only as of the date of the Merger Agreement or such other date as is specified in the Merger Agreement, and (~~f) may~~except ~~have been included in the Merger Agreement~~ for ~~the~~Shares ~~purpose~~held ofdirectly ~~allocating~~or ~~risk~~indirectly ~~between~~by ~~the parties rather than establishing matters as facts. Investors are not third-party beneficiaries under the Merger Agreement~~Danaher, ~~and~~Purchaser ~~should not rely on the representations, warranties~~ and ~~covenants or any descriptions thereof as characterizations of~~ the ~~actual~~Company) ~~state~~converted ofinto ~~facts or conditions of~~ the ~~parties.~~right ~~Moreover, information~~to ~~concerning~~ the ~~subject~~Per ~~matter~~Share ~~of the representations and warranties may change after the date of the Merger Agreement, which subsequent information may or may not be fully reflected in subsequent public disclosure~~Amount.

~~Tender~~The aggregate purchase price paid by Danaher in connection with the Offer and ~~Support~~the ~~Agreements~~Merger was approximately $495 million. Danaher funded the acquisition with existing cash on hand.

~~Concurrently~~The ~~with~~other ~~the~~information ~~execution~~required ofby ~~the Merger Agreement, each of OEPX, LLC (“OEPX”), Sagard Capital Partners, L~~Item 5.P. 01(~~“Sagard”) and “Tinicum,” consisting of Tinicum Capital Partners II, L.P., Tinicum Capital Partners II Parallel Fund and Tinicum Capital Partners II Executive Fund, entered into~~ a ~~separate tender and support agreement (the “Support Agreements”~~) ~~with Danaher and Purchaser whereby such shareholder committed, among other things, subject to the terms and conditions~~ of the ~~applicable~~Form ~~Support~~8-K ~~Agreement, to tender a proportionate number of the Shares held by such shareholder and its affiliates in the Offer such that the~~is ~~number~~contained ~~of Shares so committed to be tendered~~ in (i) the ~~aggregate pursuant to the three Support Agreements equals 40% of the~~ Company’s ~~total~~Solicitation/Recommendation ~~outstanding~~Statement ~~Shares~~on ~~(the~~Schedule ~~“Covered~~14D-9 ~~Shares”).~~originally ~~Each~~filed ~~Support~~with ~~Agreement automatically terminates upon~~ the ~~termination~~SEC ofon ~~the~~April 17, ~~Merger~~2012, ~~Agreement~~as orsubsequently ~~the occurrence of certain other events. Each of OEPX~~amended, ~~Sagard~~ and ~~Tinicum has further stated its intent to tender in~~ (ii) the Tender Offer ~~all~~Statement ofon ~~the~~Schedule ~~remaining~~TO, ~~Shares~~originally ~~held~~ filed by ~~such~~Purchaser ~~shareholder~~ and ~~its~~Danaher ~~affiliates, which together~~ with the ~~Covered~~SEC ~~Shares~~on April 17, represents an aggregate of approximately 68% of the total outstanding Shares. The foregoing description of the Support Agreements does not purport to be complete and is qualified in its entirety by reference to each of the Support Agreements2012, ~~which are filed~~ as ~~Exhibits~~subsequently ~~99.1~~amended, ~~99.2~~ and ~~99.3~~such ~~hereto~~information ~~and~~is incorporated herein by reference ~~herein~~.

Item 7 5.0102. ~~Regulation~~Departure FDof ~~Disclosure~~Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

OnIn ~~April 10,~~connection ~~2012,~~with the ~~Company~~Merger ~~issued~~and apursuant ~~press~~to ~~release~~the ~~announcing~~terms of the Merger Agreement, at the Effective Time, each of the Company’s directors resigned from its Board of Directors (the “Board”). AThe ~~copy~~directors of Purchaser immediately prior to the ~~press~~Effective ~~release~~Time isbecame ~~attached~~the ~~hereto~~ members of the Board of the Company as ~~Exhibit~~of 99the Effective Time.4.

Item 5.03.

Amendments to the Articles of Incorporation or Bylaws

In connection with the Merger and pursuant to the terms of the Merger Agreement, at the Effective Time, the Restated Articles of Incorporation of the Company were restated in their entirety (as restated, the “Second Restated Articles of Incorporation”) and the Third Amended and Restated Bylaws of the Company were amended and restated in their entirety (as amended and restated, the “Fourth Amended and Restated Bylaws”). The Second Restated Articles of Incorporation are attached hereto as Exhibit 3.1 and incorporated herein by reference. The Fourth Amended and Restated Bylaws are attached hereto as Exhibit 3.2 and incorporated herein by reference.

Item 9.01.

Financial Statements and Exhibits.

(d)

Exhibits:

Exhibit No.		Description
2.1		Agreement and Plan of Merger, dated as April 10, 2012, by and among Danaher Corporation, Termessos Acquisition Corp. and X-Rite, Incorporated.
3.1		Second Restated Articles of Incorporation of X-Rite, Incorporated.
99.1		Tender and Support Agreement, dated as of April 10, 2012, by and among Danaher Corporation, Termessos Acquisition Corp. and Sagard Capital Partners, L.P.
3.2		Fourth Amended and Restated Bylaws of X-Rite, Incorporated.
99.2		Tender and Support Agreement, dated as of April 10, 2012, by and among Danaher Corporation, Termessos Acquisition Corp. and Tinicum Capital Partners II, L.P., Tinicum Capital Partners II Parallel Fund, L.P. and Tinicum Capital Partners II Executive Fund L.L.C.
99.3		Tender and Support Agreement, dated as of April 10, 2012, by and among Danaher Corporation, Termessos Acquisition Corp. and OEPX, LLC.
99.4*		Press Release dated April 10, 2012.

* The information furnished under Item 7.01 of this Current Report on Form 8-K, including Exhibit 99.4, is being furnished and shall not be deemed to be “filed” for the purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific reference in such a filing.


20.1		Solicitation/Recommendation Statement of Schedule 14D-9 of X-Rite, Incorporated (incorporated by reference in its entirety as originally filed with the Securities and Exchange Commission on April 17, 2012, as amended).

99.1		Tender Offer Statement of Danaher Corporation and Termessos Acquisition Corp. on Schedule TO (incorporated by reference in its entirety as originally filed with the Securities and Exchange Commission on April 17, 2012, as amended).

Important Information About the Tender Offer

This Form 8-K is not an offer to purchase or a solicitation of an offer to sell securities of the Company. The planned tender offer by Purchaser for all of the outstanding Shares has not been commenced. On commencement of the tender offer, Danaher will mail to the Company shareholders an offer to purchase and related materials and the Company will mail to its shareholders a solicitation/recommendation statement with respect to the tender offer. Purchaser will file its offer to purchase with the SEC on Schedule TO, and the Company will file its solicitation/recommendation statement with the SEC on Schedule 14D-9. The Company’s shareholders are urged to read these materials carefully when they become available, since they will contain important information, including terms and conditions of the offer. The Company’s shareholders may obtain a free copy of these materials (when they become available) and other documents filed by Purchaser or the Company with the SEC at the website maintained by the SEC at www.sec.gov. These materials also may be obtained (when they become available) for free by contacting the information agent for the tender offer (when one is selected).

Forward-Looking Statements

Some of the statements herein may constitute “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995 and the Securities Exchange Act of 1934. These statements are related to future events, other future financial performance or business strategies, and may be identified by terminology such as “may,” “will,” “should,” “expects,” “scheduled,” “plans,” “intends,” “anticipates,” “believes,” “estimates,” “potential,” or “continue,” or the negative of such terms, or other

comparable terminology. These statements are only predictions and are subject to risks and uncertainties that could cause actual results to differ materially from those expressed in the forward-looking statements. In evaluating these statements, you should specifically consider the factors discussed in the Company’s filings with the SEC, including the annual report on Form 10-K for the year ended December 31, 2011 and periodic reports on Form 8-K. Do not rely on any forward-looking statement, as the Company cannot predict or control many of the factors that ultimately may affect its ability to achieve the results estimated. The Company makes no promise to update any forward-looking statement, whether as a result of changes in underlying factors, new information, future events or otherwise.

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized officer.

EXHIBITS

Exhibit No.		Description
2.1		Agreement and Plan of Merger, dated as April 10, 2012, by and among Danaher Corporation, Termessos Acquisition Corp. and X-Rite, Incorporated.
3.1		Second Restated Articles of Incorporation of X-Rite, Incorporated.
99.1		Tender and Support Agreement, dated as of April 10, 2012, by and among Danaher Corporation, Termessos Acquisition Corp. and Sagard Capital Partners, L.P.
3.2		Fourth Amended and Restated Bylaws of X-Rite, Incorporated.
99.2		Tender and Support Agreement, dated as of April 10, 2012, by and among Danaher Corporation, Termessos Acquisition Corp. and Tinicum Capital Partners II, L.P., Tinicum Capital Partners II Parallel Fund, L.P. and Tinicum Capital Partners II Executive Fund L.L.C.
20.1		Solicitation/Recommendation Statement of Schedule 14D-9 of X-Rite, Incorporated (incorporated by reference in its entirety as originally filed with the Securities and Exchange Commission on April 17, 2012, as amended).
99.3		Tender and Support Agreement, dated as of April 10, 2012, by and among Danaher Corporation, Termessos Acquisition Corp. and OEPX, LLC
99.1		Tender Offer Statement of Danaher Corporation and Termessos Acquisition Corp. on Schedule TO (incorporated by reference in its entirety as originally filed with the Securities and Exchange Commission on April 17, 2012, as amended).
99.4		Press Release dated April 10, 2012.

Dated: April 11, 2012

X-RITE, INCORPORATED

Dated: May 15, 2012

X-RITE, INCORPORATED

/s/ Rajesh K. Shah

Rajesh K. Shah

Chief Financial Officer

Filing Compare · X RITE INC