Consolidated Graphics, Inc. (Form: 8-K)  

 

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):   May 25, 2007

Consolidated Graphics, Inc.
__________________________________________
(Exact name of registrant as specified in its charter)

     
Texas 001-12631 76-0190827
_____________________
(State or other jurisdiction 		_____________
(Commission 		______________
(I.R.S. Employer
of incorporation) File Number) Identification No.)
      
5858 Westheimer, Suite 200, Houston, Texas   77057
_________________________________
(Address of principal executive offices) 		  ___________
(Zip Code)
     
Registrant’s telephone number, including area code:   713-787-0977

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:

[  ]  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 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

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Item 5.05 Amendments to the Registrant's Code of Ethics, or Waiver of a Provision of the Code of Ethics.

On May 25, 2007, the Board of Directors of Consolidated Graphics, Inc. (the "Company"), approved and adopted amendments to the Company's Code of Ethics (the "Code") that applies to the Company's employees, officers and directors, including the Company's principal executive officer, principal financial officer and principal accounting officer. The Company and its Board of Directors review the Code periodically and amend the Code as appropriate. The principal change to the Code was an expansion of the policy pertaining to conflicts of interest to include an express provision regarding related person transactions.

The amendments make other changes to the Code that are technical, administrative or nonsubstantive. The foregoing summary of the amendments to the Code does not purport to be complete and is qualified in its entirety by reference to the full text of the revised Code, a copy of which has been posted on the Company's Web site at www.cgx.com.





Item 7.01 Regulation FD Disclosure.

The information in this schedule is being furnished in accordance with Regulation FD and not "filed" with the Securities and Exchange Commission (the "SEC"). Accordingly, such information is not incorporated by reference into any registration statement filed by the Company under the Securities Act of 1933, as amended, and will not be so incorporated by reference into any future registration statement unless specifically identified as being incorporated by reference.

On May 25, 2007, the Board of Directors of the Company approved amendments to the following corporate governance documents:

• Corporate Governance Guidelines
• Audit Committee Charter
• Compensation Committee Charter
• Nominating and Governance Committee Charter

All of the Company’s corporate governance documents are available on the Company's Web site at www.cgx.com.

On June 1, 2007, the Company issued a press release announcing that it will be presenting an overview of the Company at the Fourth Annual Emerging Growth Institutional Conference, sponsored by Sidoti & Company, being held on Tuesday, June 5, 2007 in Boston, MA and that a copy of management’s presentation will be posted on the Company’s Web site at www.cgx.com on the morning of the Company’s presentation. A copy of the press release is attached hereto as Exhibit 99.1.

Management’s presentation may contain certain non-GAAP financial measures. Generally, a non-GAAP financial measure is a numerical measure of a company's performance, financial position, or cash flows that either excludes or includes amounts that are not normally excluded or included in the most directly comparable measure calculated and presented in accordance with United States generally accepted accounting principles, or GAAP. Management’s opinion regarding the usefulness of such measures, together with reconciliation of such measures to the most directly comparable GAAP measures, were filed by the Company on Form 8-K on May 9, 2007.





Item 9.01 Financial Statements and Exhibits.

(c) EXHIBITS

The following exhibit is filed herewith:

99.1 Press release of the Company dated June 1, 2007, announcing that it will be presenting an overview of the Company at the Fourth Annual Emerging Growth Institutional Conference, sponsored by Sidoti & Company, being held on Tuesday, June 5, 2007 in Boston, MA.





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SIGNATURES

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 hereunto duly authorized.

         
    Consolidated Graphics, Inc.
          
June 1, 2007   By:   G. Christopher Colville
       
        Name: G. Christopher Colville
        Title: Executive Vice President, Chief Financial and Accounting Officer and Secretary

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Exhibit Index


     
Exhibit No.   Description
 
99.1
  Press release of the Company dated June 1, 2007, announcing that it will be presenting an overview of the Company at the Fourth Annual Emerging Growth Institutional Conference, sponsored by Sidoti & Company, being held on Tuesday, June 5, 2007 in Boston, MA.