UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934
Date of Report (Date of Earliest Event Reported): January 21, 2008
VIRCO MFG. CORPORATION
(Exact name of registrant as specified in its charter)
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| Delaware
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001-8777
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95-1613718 |
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(Commission File Number)
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(IRS Employer Identification No.) |
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2027 Harpers Way
Torrance, California
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90501
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(Zip Code) |
Registrant’s telephone number, including area code: (310) 533-0474
Not Applicable
(Former name or former address, if changed since last report.)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the
filing obligation of the registrant under any of the following provisions:
o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR
240.14d-2(b))
o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR
240.13e-4(c))
Item 1.01 Entry into a Material Definitive Agreement.
On January 21, 2008, Virco Mgmt. Corporation (“Virco Mgmt”), a wholly-owned subsidiary of Virco
Mfg. Corporation (the “Company”), entered into (1) a Master Design Agreement (the “Peter Glass
Design Agreement”) with Peter Glass Design, LLC (“Peter Glass Design”), effective as of December 1,
2007 and acknowledged and agreed to by the Company and Peter Glass, and (2) a Master Design
Agreement (the “Hedgehog Design Agreement”, and together with the Peter Glass Design Agreement, the
“Design Agreements”) with Hedgehog Design, LLC (“Hedgehog Design”), effective as of December 1,
2007 and acknowledged and agreed to by the Company. Virco Mgmt has previously entered into a
number of Design and Royalty Agreements pursuant to which each of Peter Glass Design and Hedgehog
Design have performed certain design services for Virco Mgmt. The Peter Glass Design Agreement and
the Hedgehog Design Agreement are attached hereto as Exhibits 10.1 and 10.2 and incorporated herein
by reference.
The Peter Glass Design Agreement terminates, supercedes and amends and restates in their entirety
certain prior design and royalty agreements (the “Prior Peter Glass Design and Royalty Agreements”)
between Peter Glass Design and Virco Mgmt and governs the continuing relationship between Virco
Mgmt and Peter Glass Design with respect to all design services performed by Peter Glass Design for
Virco Mgmt, except as specifically set forth in the Peter Glass Design Agreement. Additionally,
pursuant to the Peter Glass Design Agreement, Peter Glass assigned, conveyed and transferred all of
his right, title and interest to the Prior Peter Glass Design and Royalty Agreements to Peter Glass
Design. The Peter Glass Design Agreement provides that Peter Glass Design shall provide design
services for Virco Mgmt from time to time pursuant to project descriptions agreed to between Peter
Glass Design and Virco Mgmt. The Agreement further provides that intellectual property rights in
products produced pursuant to the Agreement shall belong to Virco Mgmt. In consideration for the
services of Peter Glass Design under the Peter Glass Design Agreement, commencing February 1, 2008,
Virco Mgmt is to pay Peter Glass Design royalty amounts ranging from 0.5% to 2.5% of the net sales
amount attributable to products designed by Peter Glass Design for Virco Mgmt.
The Hedgehog Design Agreement terminates, supercedes and amends and restates in their entirety
certain prior design and royalty agreements between Hedgehog Design and Virco Mgmt and governs the
continuing relationship between Virco Mgmt and Hedgehog Design with respect to all design services
performed by Hedgehog Design for Virco Mgmt, except as specifically set forth in the Hedgehog
Design Agreement. The Hedgehog Design Agreement provides that Hedgehog Design shall provide design
services for Virco Mgmt from time to time pursuant to project descriptions agreed to between
Hedgehog Design and Virco Mgmt. The Agreement further provides that intellectual property rights
in products produced pursuant to the Agreement shall belong to Virco Mgmt. In consideration for
the services of Hedgehog Design under the Hedgehog Design Agreement, commencing February 1, 2008,
Virco Mgmt is to pay Hedgehog Design royalty amounts ranging from 0.5% to 2.5% of the net sales
amount attributable to products designed by Hedgehog Design for Virco Mgmt, with the exception of
the Plateau and Lunada products previously designed.
The foregoing description of the Design Agreements is qualified in its entirety by reference to the
Agreements attached as Exhibits 10.1 and 10.2 and incorporated herein by reference. The Design
Agreements have been included to provide investors with information regarding their terms and are
not intended to provide any other factual information about the Company.
In light of the relationship between the sole proprietor of Hedgehog Design and an officer of the
Company, described in further detail in the Company’s Proxy Statement filed with the Securities and
Exchange Commission on May 17, 2007, the Hedgehog Design Agreement was reviewed and approved by the
Audit Committee of the Company’s Board of Directors pursuant to the Company’s
policy on related party transactions. The Peter Glass Design Agreement was also reviewed and
approved by the Audit Committee of the Company’s Board of Directors.