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X-Rite, Incorporated Form S-8 for Amended and Restated Employee Stock Option Plan
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<P align=center><FONT FACE="Times New Roman, Times, Serif" size=3>As
filed with the Securities and Exchange Commission on December 17, 2003 &#151; Registration
No. 333-________ </FONT></P>

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<H1 ALIGN=CENTER><FONT FACE="Times New Roman, Times, Serif" size=3>UNITED STATES <BR>SECURITIES AND
EXCHANGE COMMISSION <BR>WASHINGTON, D.C. 20549 </FONT></H1>

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<H1 ALIGN=CENTER><FONT FACE="Times New Roman, Times, Serif" size=4>FORM S-8 </FONT></H1>

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<H1 ALIGN=CENTER><FONT FACE="Times New Roman, Times, Serif" size=3>REGISTRATION STATEMENT <BR>
UNDER <BR>THE SECURITIES ACT OF
1933 </FONT></H1>

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<P ALIGN=CENTER><FONT FACE="Times New Roman, Times, Serif" SIZE=3><FONT size=4><B>X-RITE, INCORPORATED</B> </FONT><BR>
(Exact name of
registrant as specified in its charter) </FONT></P>

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     <TD WIDTH=50% ALIGN=center><FONT FACE="Times New Roman, Times, Serif" SIZE=3><B>Michigan</B></FONT></TD>
     <TD WIDTH=50% ALIGN=center><FONT FACE="Times New Roman, Times, Serif" SIZE=3><B>38-1737300</B></FONT></TD></TR>
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     <TD ALIGN=center><FONT FACE="Times New Roman, Times, Serif" SIZE=3>(State or other jurisdiction of</FONT></TD>
     <TD ALIGN=center><FONT FACE="Times New Roman, Times, Serif" SIZE=3>(I.R.S. Employer Identification No.)</FONT></TD></TR>
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     <TD ALIGN=center><FONT FACE="Times New Roman, Times, Serif" SIZE=3>incorporation or organization)</FONT></TD></TR>
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<P ALIGN=CENTER><FONT FACE="Times New Roman, Times, Serif" SIZE=3><B>3100 44th Street,
S.W., Grandville, Michigan 49418</B> <BR>(Address of Principal
Executive Offices)&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(Zip Code) </FONT></P>

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<P ALIGN=CENTER><FONT FACE="Times New Roman, Times, Serif" size=3><B>X-Rite,
Incorporated Amended and Restated Employee Stock Option Plan</B> <BR>(Full Title of the Plan) </FONT></P>

<P ALIGN=CENTER><FONT FACE="Times New Roman, Times, Serif" size=3><B>Mary
E. Chowning, 3100 44th Street, S.W., Grandville, Michigan 49418 (616) 534-7663 </B> <BR>(Name,
address, and telephone number, including area code, of agent for service) </FONT></P>

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<P ALIGN=CENTER><FONT FACE="Times New Roman, Times, Serif" SIZE=3><B>Copies of
Communications to:</B> <BR>Joseph B. Levan <BR>Varnum, Riddering,
Schmidt &amp; Howlett LLP<BR>333 Bridge Street, N.W.,
P.O. Box 352 <BR>Grand Rapids, Michigan
49501-0352 <BR>(616) 336-6000 </FONT></P>

<H1 ALIGN=CENTER><FONT FACE="Times New Roman, Times, Serif" size=3>CALCULATION OF REGISTRATION FEE</FONT></H1>
<TABLE CELLPADDING="0" CELLSPACING="0" BORDER="1" WIDTH="100%">
<TR VALIGN=Top>
     <TH WIDTH="20%" ALIGN="CENTER" VALIGN="MIDDLE"><FONT FACE="Times New Roman, Times, Serif" SIZE=3><B>Title of<BR>Securities to be<BR>Registered</B></FONT></TH>
     <TH WIDTH="20%" ALIGN="CENTER" VALIGN="MIDDLE"><FONT FACE="Times New Roman, Times, Serif" SIZE=3><B>Amount to be<BR>Registered</B></FONT></TH>
     <TH WIDTH="20%" ALIGN="CENTER" VALIGN="MIDDLE"><FONT FACE="Times New Roman, Times, Serif" SIZE=3><B>Proposed<BR>Maximum<BR>Offering Price<BR>Per Share</B></FONT></TH>
     <TH WIDTH="20%" ALIGN="CENTER" VALIGN="MIDDLE"><FONT FACE="Times New Roman, Times, Serif" SIZE=3><B>Proposed<BR>Maximum<BR>Aggregate<BR>Offering Price</B></FONT></TH>
     <TH WIDTH="20%" ALIGN="CENTER" VALIGN="MIDDLE"><FONT FACE="Times New Roman, Times, Serif" SIZE=3><B>Amount of<BR>Registration Fee</B></FONT></TH></TR>
<TR VALIGN=Top>
     <TD ALIGN="CENTER" VALIGN="MIDDLE"><FONT FACE="Times New Roman, Times, Serif" SIZE=3>&nbsp;<BR>Common Stock<BR>($.10 par value)<BR>&nbsp;</FONT></TD>
     <TD ALIGN="CENTER" VALIGN="MIDDLE"><FONT FACE="Times New Roman, Times, Serif" SIZE=3>2,000,000<BR>Shares(1)(2)</FONT></TD>
     <TD ALIGN="CENTER" VALIGN="MIDDLE"><FONT FACE="Times New Roman, Times, Serif" SIZE=3>$11.11(3)</FONT></TD>
     <TD ALIGN="CENTER" VALIGN="MIDDLE"><FONT FACE="Times New Roman, Times, Serif" SIZE=3>$22,220,000(3)</FONT></TD>
     <TD ALIGN="CENTER" VALIGN="MIDDLE"><FONT FACE="Times New Roman, Times, Serif" SIZE=3>$1,797.60</FONT></TD></TR>
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          <TD ALIGN=LEFT WIDTH=3%><FONT FACE="Times New Roman, Times, Serif" size=2>(1) </FONT></TD>
          <TD WIDTH=97%><P ALIGN=LEFT><FONT FACE="Times New Roman, Times, Serif" size=2>
          Represents additional shares of Common Stock authorized for issuance under the
          X-Rite, Incorporated Amended and Restated Employee Stock Option Plan. </FONT></P></TD>
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          <TD ALIGN=LEFT WIDTH=3%><FONT FACE="Times New Roman, Times, Serif" size=2>(2) </FONT></TD>
          <TD WIDTH=97%><P ALIGN=LEFT><FONT FACE="Times New Roman, Times, Serif" size=2>
          1,000,000  shares of Common Stock were previously  registered when the Form S-8  (Registration  No.  333-82258) was
filed on  August 1,  1994.  The purpose of this Form S-8 is to register an  additional  2,000,000  of Common  Stock
which have been reserved for issuance  pursuant to approvals  received at the X-Rite,  Incorporated  Annual Meeting
of Shareholders held on May 19, 2003. </FONT></P></TD>
          </TR>
          </TABLE>


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          <TD ALIGN=LEFT WIDTH=3%><FONT FACE="Times New Roman, Times, Serif" size=2>(3) </FONT></TD>
          <TD WIDTH=97%><P ALIGN=LEFT><FONT FACE="Times New Roman, Times, Serif" size=2>
          For shares  subject to  outstanding  but  unexercised  options,  the price is computed on the basis of the exercise
price.  For the purpose of computing the  registration  fee only, the price shown is based upon the price of $11.11
per share,  the  average of the high and low prices  for the  Common  Stock of X-Rite,  Incorporated  in the NASDAQ
National Market System on December 16, 2003, in accordance with Rule 457(h). </FONT></P></TD>
          </TR>
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          <BR>

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<P><FONT FACE="Times New Roman, Times, Serif" size=3>Pursuant to Rule 416(a) of the General Rules and Regulations  under the Securities Act of 1933,  this  Registration
Statement shall cover such  additional  securities as may be offered or issued to prevent  dilution  resulting from
stock splits, stock dividends, or similar transactions.
 </FONT></P>

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<P><FONT FACE="Times New Roman, Times, Serif" size=3>The Exhibit Index is located on page 6 of this Registration Statement.
<BR>This Registration Statement contains a total of 8 pages.
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<H1 ALIGN=CENTER><FONT FACE="Times New Roman, Times, Serif" size=3>PART I </FONT></H1>

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<H1 ALIGN=CENTER><FONT FACE="Times New Roman, Times, Serif" size=3>INFORMATION REQUIRED
IN THE SECTION 10(a) PROSPECTUS </FONT></H1>

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<P><FONT FACE="Times New Roman, Times, Serif" size=3>Information required by Part I to be
contained in the Section 10(a) Prospectus is omitted from this Registration Statement in
accordance with Rule 428 under the Securities Act of 1933 and the Note to Part I of Form
S-8. </FONT></P>

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<H1 ALIGN=CENTER><FONT FACE="Times New Roman, Times, Serif" size=3>PART II </FONT></H1>

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<H1 ALIGN=CENTER><FONT FACE="Times New Roman, Times, Serif" size=3>INFORMATION REQUIRED
IN THE REGISTRATION STATEMENT </FONT></H1>

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<H1 ALIGN=LEFT><FONT FACE="Times New Roman, Times, Serif" SIZE=3>Item 3. Incorporation of Documents
by Reference </FONT></H1>

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<P><FONT FACE="Times New Roman, Times, Serif" size=3>The Corporation hereby incorporates
by reference in this Registration Statement the following documents filed by the
Corporation with the Securities and Exchange Commission: </FONT></P>

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          <TD ALIGN=LEFT WIDTH=3%><FONT FACE="Times New Roman, Times, Serif" size=3>(a) </FONT></TD>
          <TD WIDTH=97%><P ALIGN=LEFT><FONT FACE="Times New Roman, Times, Serif" size=3>
          The Corporation&#146;s latest Annual Report on Form 10-K filed pursuant to
          Section 13(a) of the Securities Exchange Act of 1934; </FONT></P></TD>
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          </TABLE>
          <BR>

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          <TD ALIGN=LEFT WIDTH=3%><FONT FACE="Times New Roman, Times, Serif" size=3>(b) </FONT></TD>
          <TD WIDTH=97%><P ALIGN=LEFT><FONT FACE="Times New Roman, Times, Serif" size=3>
          All other reports or documents filed by the Corporation pursuant to Section
          13(a) or 15(d) of the Securities Exchange Act of 1934, since the end of the
          fiscal year covered by the Annual Report on Form 10-K referenced to in (a)
          above; and </FONT></P></TD>
          </TR>
          </TABLE>
          <BR>

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          <TD ALIGN=LEFT WIDTH=3%><FONT FACE="Times New Roman, Times, Serif" size=3>(c) </FONT></TD>
          <TD WIDTH=97%><P ALIGN=LEFT><FONT FACE="Times New Roman, Times, Serif" size=3>
          The description of the Corporation&#146;s Common Stock is contained in the
          Corporation&#146;s Registration Statement filed pursuant to Section 12 of the
          Exchange Act and is incorporated in this Registration Statement by reference,
          including any subsequent amendments or reports filed for the purpose of updating
          such description. </FONT></P></TD>
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          </TABLE>
          <BR>

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<P><FONT FACE="Times New Roman, Times, Serif" size=3>All other documents subsequently
filed by the Corporation pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Exchange
Act, prior to the filing of a post-effective amendment which indicates that all securities
offered have been sold or which deregisters all securities then remaining unsold, shall be
deemed to be incorporated by reference in this Registration Statement and to be part of
this Registration Statement from the date of filing of such documents. Any statement
contained in a document incorporated or deemed to be incorporated by reference in this
Registration Statement shall be deemed to be modified or superseded for purposes of this
Registration Statement to the extent that a statement contained in this Registration
Statement or in any other subsequently filed document which also is incorporated or deemed
to be incorporated by reference in this Registration Statement modifies or supersedes such
statement. Any such statement so modified or superseded shall not be deemed, except as
modified or superseded, to constitute a part of this Registration Statement. </FONT></P>

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<P><FONT FACE="Times New Roman, Times, Serif" size=3>The Corporation&#146;s annual report
on Form 10-K for the year ended December 28, 2002, which is incorporated by reference in
this Registration Statement, includes the report of Arthur Andersen LLP
(&#147;Andersen&#148;) on the Corporation&#146;s consolidated statements of operations,
permanent shareholders&#146; investment and cash flows for the fiscal years ended December
29, 2001 and December 30, 2000. On May 21, 2002, the Corporation, by approval of the
Corporation&#146;s Board of Directors, dismissed Andersen as its independent accountants.
The Corporation has been unable to obtain, after reasonable efforts, Andersen&#146;s
written consent to incorporate by reference Andersen&#146;s reports on the financial
statements. Under these circumstances, Rule 437a under the Securities Act permits this
Registration Statement to be filed without a written consent from Andersen. Because of the
absence of such written consent from Andersen, a person acquiring shares pursuant to this
Registration Statement will not be able to assert claims against Andersen under Section
11(a) of the Securities Act of 1933 for any untrue statement of a material fact contained
in the consolidated financial statements audited by Andersen or any omissions to state a
material fact required to be stated herein. </FONT></P>

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<H1 ALIGN=LEFT><FONT FACE="Times New Roman, Times, Serif" SIZE=3>Item 4. Description of
Securities </FONT></H1>

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<P><FONT FACE="Times New Roman, Times, Serif" size=3>The class of securities to be offered
is registered under Section 12 of the Exchange Act. </FONT></P>


<BR>
<P ALIGN=center><FONT FACE="Times New Roman, Times, Serif" SIZE=3> 2 </FONT></P>
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<H1 ALIGN=LEFT><FONT FACE="Times New Roman, Times, Serif" SIZE=3>Item 5. Interests of
Named Experts and Counsel </FONT></H1>

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<A NAME=A028></A>
<P ALIGN=LEFT><FONT FACE="Times New Roman, Times, Serif" size=3>Not applicable. </FONT></P>

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<A NAME=A029></A>
<H1 ALIGN=LEFT><FONT FACE="Times New Roman, Times, Serif" SIZE=3>Item 6. Indemnification
of Directors and Officers </FONT></H1>

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<P><FONT FACE="Times New Roman, Times, Serif" size=3>The Corporation&#146;s Articles of
Incorporation provide that its directors and officers are required to be indemnified as of
right to the fullest extent permitted under the Michigan Business Corporation Act
(&#147;MBCA&#148;) in connection with any actual or threatened civil, criminal,
administrative or investigative action, suit or proceeding (whether brought by or in the
name of the Corporation, a subsidiary or otherwise) in which a director or officer is a
party because such party is or was a director, officer, or employee of the Corporation or
served any other enterprise at the request of the Corporation. Under the MBCA, directors,
officers, employees or agents are entitled to indemnification against expenses (including
attorneys&#146; fees) whenever they successfully defend legal proceedings brought against
them by reason of the fact that they hold such a position with the Corporation. In
addition, with respect to actions not brought by or in the right of the Corporation,
indemnification is permitted under the MBCA for expenses (including attorneys&#146; fees),
judgments, fines, penalties and reasonable settlements if it is determined that the person
seeking indemnification acted in good faith and in a manner he or she reasonably believed
to be in and not opposed to the best interest of the Corporation or its shareholders and,
with respect to criminal proceedings, he or she had no reasonable cause to believe that
his or her conduct was unlawful. With respect to actions brought by or in the right of the
Corporation, indemnification is permitted under the MBCA for expenses (including
attorneys&#146; fees) and reasonable settlements, if it is determined that the person
seeking indemnification acted in good faith and in a manner he or she reasonably believed
to be in and not opposed to the best interest of the Corporation or its shareholders;
provided, indemnification is not permitted if the person is found liable to the
Corporation, unless the court in which the action or suit was brought has determined that
indemnification is fair and reasonable in view of all the circumstances of the case. </FONT></P>

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<P><FONT FACE="Times New Roman, Times, Serif" size=3>The MBCA and the Corporation&#146;s
Articles of Incorporation also authorize the Corporation to provide indemnification
broader than that set forth in the MBCA and the Articles of Incorporation. Pursuant to
this authority, the Corporation has entered into indemnification agreements with each of
its directors, which provide a contractually enforceable right of indemnification to the
fullest extent permitted by law irrespective of the kind of claim or outcome. The
Corporation is not liable under the agreements where the claim involved intentional
misconduct, a knowing violation of law or an improper personal benefit to the indemnitee,
the claim involved certain unlawful disbursements of corporate funds or other assets, the
claim involved a violation of Section 16(b) of the Exchange Act, or similar provision of
state law or where indemnification is otherwise prohibited by law. </FONT></P>

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<P><FONT FACE="Times New Roman, Times, Serif" size=3>The Corporation&#146;s Bylaws provide
that the Corporation shall indemnify, to the fullest extent authorized or permitted by the
MBCA, any person, and his or her estate and personal representatives, who is made or
threatened to be made a party to an action, suit or proceeding, whether civil, criminal,
administrative or investigative, because such person is or was a director of the
Corporation or served any other enterprise at the request of the Corporation. In addition,
the Bylaws provide that the Corporation shall indemnify, to the fullest extent authorized
or permitted by the MBCA, any officer or former officer of the Corporation, and his or her
estate and personal representatives, who is made or threatened to be made a party to an
action, suit, or proceeding, whether civil, criminal, administrative or investigative,
that in any way involves or is related to such officer&#146;s or former officer&#146;s
duties, as specifically set forth by the Corporation&#146;s Board of Directors, involving
any of the following: (a) Dealing with persons buying, selling, proposing to buy or sell,
or otherwise holding any securities issued by the Corporation, (b) Dealing with securities
analysts or any other security industry professionals with respect to securities issued by
the Corporation, or (c) Signing any statements certifying to the public, to the Securities
Exchange Commission, or to any securities exchange, the Corporation&#146;s financial
statements or any other reports of the Corporation. The determination as to whether any
officer or former officer of the Corporation is entitled to indemnification under the
Corporation&#146;s Bylaws is made by the Corporation&#146;s Board of Directors in its sole
discretion. </FONT></P>

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<P><FONT FACE="Times New Roman, Times, Serif" size=3>The Corporation has purchased
directors&#146; and officers&#146; liability insurance for directors and officers of the
Corporation. </FONT></P>

<BR>
<P ALIGN=center><FONT FACE="Times New Roman, Times, Serif" SIZE=3> 3 </FONT></P>
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<H1 ALIGN=LEFT><FONT FACE="Times New Roman, Times, Serif" SIZE=3>Item 7. Exemption from
Registration Claimed </FONT></H1>

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<A NAME=A031></A>
<P ALIGN=LEFT><FONT FACE="Times New Roman, Times, Serif" size=3>Not applicable. </FONT></P>


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<H1 ALIGN=LEFT><FONT FACE="Times New Roman, Times, Serif" SIZE=3>Item 8. Exhibits </FONT></H1>

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<P><FONT FACE="Times New Roman, Times, Serif" size=3>Reference is made to the Exhibit
Index which appears on Page 6. </FONT></P>

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<A NAME=A033></A>
<H1 ALIGN=LEFT><FONT FACE="Times New Roman, Times, Serif" SIZE=3>Item 9. Undertakings </FONT></H1>

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     <P><FONT FACE="Times New Roman, Times, Serif" size=3>(a)&nbsp;&nbsp;&nbsp;&nbsp;
          The undersigned registrant hereby undertakes: </FONT></P>

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     <P><FONT FACE="Times New Roman, Times, Serif" size=3>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
(1)&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
          To file, during any period in which offers or sales are being made, a
          post-effective amendment to this Registration Statement: </FONT></P>

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               <TD WIDTH=97%><P ALIGN=LEFT><FONT FACE="Times New Roman, Times, Serif" size=3>&nbsp;&nbsp;&nbsp;&nbsp;
&nbsp;&nbsp;&nbsp;&nbsp;(i)&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
               To include any prospectus required by Section 10(a)(3) of the Securities Act of
               1933; </FONT></P></TD>
               </TR>
               </TABLE>
               <BR>

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               <TD ALIGN=RIGHT WIDTH=3%></TD>
               <TD WIDTH=97%><P ALIGN=LEFT><FONT FACE="Times New Roman, Times, Serif" size=3>&nbsp;&nbsp;&nbsp;&nbsp;
&nbsp;&nbsp;&nbsp;&nbsp;(ii)&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
               To reflect in the prospectus any facts or events arising after the effective
               date of the Registration Statement (or the most recent post-effective amendment
               thereof) which, individually or in the aggregate, represents a fundamental
               change in the information set forth in the Registration Statement; and </FONT></P></TD>
               </TR>
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               <BR>

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               <TD WIDTH=97%><P ALIGN=LEFT><FONT FACE="Times New Roman, Times, Serif" size=3>&nbsp;&nbsp;&nbsp;&nbsp;
&nbsp;&nbsp;&nbsp;&nbsp;(iii)&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
               To include any material information with respect to the plan of distribution not
               previously disclosed in the Registration Statement or any material change to
               such information in the Registration Statement; </FONT></P></TD>
               </TR>
               </TABLE>
               <BR>

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<P><FONT FACE="Times New Roman, Times, Serif" size=3><I>provided, however</I>, that
paragraphs (a)(1)(i) and (a)(1)(ii) do not apply if information required to be included in
a post-effective amendment by those paragraphs is contained in periodic reports filed by
the registrant pursuant to Section 13 or Section 15(d) of the Securities Exchange Act of
1934 that are incorporated by reference in the Registration Statement. </FONT></P>

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     <P><FONT FACE="Times New Roman, Times, Serif" size=3>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
(2)&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
          That, for the purpose of determining any liability under the Securities Act of
          1933, each such post-effective amendment shall be deemed to be a new
          registration statement relating to the securities offered therein, and the
          offering of such securities at that time shall be deemed to be the initial
          <I>bona fide</I> offering thereof. </FONT></P>

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     <P><FONT FACE="Times New Roman, Times, Serif" size=3>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
(3)&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
          To remove from registration by means of a post-effective amendment any of the
          securities being registered which remain unsold at the termination of the
          offering. </FONT></P>

<!-- MARKER FORMAT-SHEET="Para (List) Flush" FSL="Default" -->
     <P><FONT FACE="Times New Roman, Times, Serif" size=3>(b)&nbsp;&nbsp;&nbsp;&nbsp;
          The undersigned registrant hereby undertakes that, for purposes of determining
          any liability under the Securities Act of 1933, each filing of the
          registrant&#146;s annual report pursuant to Section 13(a) or Section 15(d) of
          the Securities Exchange Act of 1934 (and, where applicable, each filing of an
          employee benefit plan&#146;s annual report pursuant to Section 15(d) of the
          Securities Exchange Act of 1934) that is incorporated by reference in the
          Registration Statement shall be deemed to be a new registration statement
          relating to the securities offered therein, and the offering of such securities
          at that time shall be deemed to be the initial <I>bona fide</I> offering
          thereof. </FONT></P>

<!-- MARKER FORMAT-SHEET="Para (List) Flush" FSL="Default" -->
     <P><FONT FACE="Times New Roman, Times, Serif" size=3>(c)&nbsp;&nbsp;&nbsp;&nbsp;
          Insofar as indemnification for liabilities arising under the Securities Act of
          1933 may be permitted to directors, officers, and controlling persons of the
          registrant pursuant to the foregoing provisions, or otherwise, the registrant
          has been advised that in the opinion of the Securities and Exchange Commission
          such indemnification is against public policy as expressed in the Act and is,
          therefore, unenforceable. In the event that a claim for indemnification against
          such liabilities (other than the payment by the registrant of expenses incurred
          or paid by a director, officer or controlling person of the registrant in the
          successful defense of any action, suit or proceeding) is asserted by such
          director, officer or controlling person in connection with the securities being
          registered, the registrant will, unless in the opinion of its counsel the matter
          has been settled by controlling precedent, submit to a court of appropriate
          jurisdiction the question whether such indemnification by it is against public
          policy as expressed in the Act and will be governed by the final adjudication of
          such issue. </FONT></P>


<BR>
<P ALIGN=center><FONT FACE="Times New Roman, Times, Serif" SIZE=3> 4 </FONT></P>
<BR>
<HR SIZE=2 NOSHADE>
<p Style='page-break-before:always'>


<!-- MARKER FORMAT-SHEET="Head Major Center Bold" FSL="Default" -->
<A NAME=A034></A>
<H1 ALIGN=CENTER><FONT FACE="Times New Roman, Times, Serif" size=3>SIGNATURES </FONT></H1>

<!-- MARKER FORMAT-SHEET="Para Indent" FSL="Default" -->
<P><FONT FACE="Times New Roman, Times, Serif" size=3>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Pursuant
to the requirements of the Securities Act of 1933, the registrant certifies that it has
reasonable grounds to believe that it meets all of the requirements for filing on Form S-8
and has duly caused the Registration Statement to be singed on its behalf by the
undersigned, thereunto duly authorized, in the City of Grand Rapids, State of Michigan, on
the 17th day of December 2003. </FONT></P>


<TABLE CELLPADDING=0 CELLSPACING=0 BORDER=0 WIDTH=100%>
<TR VALIGN=Top><TD></TD>
     <TD colspan=2 ALIGN=LEFT><FONT FACE="Times New Roman, Times, Serif" SIZE=3><B>X-RITE, INCORPORATED</B></FONT></TD></TR>
<TR><TD>&nbsp;<BR>&nbsp;</TD></TR>
<TR VALIGN=Top>
     <TD ALIGN=LEFT width=40%><FONT FACE="Times New Roman, Times, Serif" SIZE=3></FONT></TD>
     <TD ALIGN=LEFT width=3%><FONT FACE="Times New Roman, Times, Serif" size=3>By</FONT></TD>
     <TD ALIGN=LEFT width=57%><FONT FACE="Times New Roman, Times, Serif" SIZE=3>/s/ Mary E. Chowning</FONT></TD></TR>
<TR VALIGN=Top>
     <TD ALIGN=LEFT><FONT FACE="Times New Roman, Times, Serif" SIZE=3></FONT></TD>
     <TD ALIGN=LEFT><FONT FACE="Times New Roman, Times, Serif" SIZE=3></FONT></TD>
     <TD ALIGN=LEFT> <HR SIZE=1></TD></TR>
<TR VALIGN=Top>
     <TD ALIGN=LEFT><FONT FACE="Times New Roman, Times, Serif" SIZE=3></FONT></TD>
     <TD ALIGN=LEFT><FONT FACE="Times New Roman, Times, Serif" SIZE=3></FONT></TD>
     <TD ALIGN=LEFT><FONT FACE="Times New Roman, Times, Serif" SIZE=3>Mary E. Chowning, Chief Financial Officer,</FONT></TD></TR>
<TR VALIGN=Top>
     <TD ALIGN=LEFT><FONT FACE="Times New Roman, Times, Serif" SIZE=3></FONT></TD>
     <TD ALIGN=LEFT><FONT FACE="Times New Roman, Times, Serif" SIZE=3></FONT></TD>
     <TD ALIGN=LEFT><FONT FACE="Times New Roman, Times, Serif" SIZE=3>Vice President and Secretary</FONT></TD></TR>
</TABLE>
<BR><BR>

<!-- MARKER FORMAT-SHEET="Head Major Center Bold" FSL="Default" -->
<A NAME=A035></A>
<H1 ALIGN=CENTER><FONT FACE="Times New Roman, Times, Serif" size=3>POWER OF ATTORNEY </FONT></H1>

<!-- MARKER FORMAT-SHEET="Para Indent" FSL="Default" -->
<P><FONT FACE="Times New Roman, Times, Serif" size=3>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<B>KNOW
ALL MEN BY THESE PRESENTS</B>, that each person whose signature appears below constitutes
and appoints Michael C. Ferrara and Mary E. Chowning, and each of them, his true and
lawful attorney-in-fact and agent, with full power of substitution and resubstitution, for
him and in his name, place and stead, in any and all capacities, to sign any and all
amendments (including post- effective amendments) to this Registration Statement and to
file the same, with all exhibits thereto, and other documents in connection therewith,
with the Securities and Exchange Commission and any other regulatory authority, granting
unto said attorney-in-fact and agent, full power and authority to do and perform each and
every act and thing required and necessary to be done in and about the premises, as fully
to all intents and purposes as he might or could do in person, hereby ratifying and
confirming all that said attorney-in-fact and agent, or his substitute, may lawfully do or
cause to be done by virtue hereof. </FONT></P>

<!-- MARKER FORMAT-SHEET="Para Indent" FSL="Default" -->
<P><FONT FACE="Times New Roman, Times, Serif" size=3>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Pursuant
to the requirements of the Securities Act of 1933, this Registration Statement has been
signed below on December 17, 2003, by the following persons in the capacities indicated. </FONT></P>
<BR>

<TABLE CELLPADDING=0 CELLSPACING=0 BORDER=0 WIDTH=100%>
<TR VALIGN=Top>
     <TD WIDTH=47% ALIGN=LEFT><FONT FACE="Times New Roman, Times, Serif" SIZE=3>/s/ Paul R. Sylvester</FONT></TD>
     <TD WIDTH=6%> </TD>
     <TD WIDTH=47% ALIGN=LEFT><FONT FACE="Times New Roman, Times, Serif" SIZE=3>/s/ Stanley W. Cheff</FONT></TD></TR>
<TR> <TD><HR SIZE=1></TD> <TD></TD>
     <TD><HR SIZE=1></TD></TR>
<TR VALIGN=Top>
     <TD ALIGN=LEFT><FONT FACE="Times New Roman, Times, Serif" SIZE=3>Paul R. Sylvester, Director</FONT></TD>
     <TD> </TD>
     <TD ALIGN=LEFT><FONT FACE="Times New Roman, Times, Serif" SIZE=3>Stanley W. Cheff, Director</FONT></TD></TR>
<TR><TD>&nbsp;</TD></TR>
<TR VALIGN=Top>
     <TD ALIGN=LEFT><FONT FACE="Times New Roman, Times, Serif" SIZE=3>/s/ Mark D. Weishaar</FONT></TD>
     <TD> </TD>
     <TD ALIGN=LEFT><FONT FACE="Times New Roman, Times, Serif" SIZE=3>/s/ James A. Knister</FONT></TD></TR>
<TR> <TD><HR SIZE=1></TD> <TD></TD>
     <TD><HR SIZE=1></TD></TR>
<TR VALIGN=Top>
     <TD ALIGN=LEFT><FONT FACE="Times New Roman, Times, Serif" SIZE=3>Mark D. Weishaar, Director</FONT></TD>
     <TD> </TD>
     <TD ALIGN=LEFT><FONT FACE="Times New Roman, Times, Serif" SIZE=3>James A. Knister, Director</FONT></TD></TR>
<TR><TD>&nbsp;</TD></TR>
<TR VALIGN=Top>
     <TD ALIGN=LEFT><FONT FACE="Times New Roman, Times, Serif" SIZE=3>/s/ Dr. Peter M. Banks</FONT></TD>
     <TD> </TD>
     <TD ALIGN=LEFT><FONT FACE="Times New Roman, Times, Serif" SIZE=3>/s/ John E. Utley</FONT></TD></TR>
<TR> <TD><HR SIZE=1></TD> <TD></TD>
     <TD><HR SIZE=1></TD></TR>
<TR VALIGN=Top>
     <TD ALIGN=LEFT><FONT FACE="Times New Roman, Times, Serif" SIZE=3>Dr. Peter M. Banks, Director</FONT></TD>
     <TD> </TD>
     <TD ALIGN=LEFT><FONT FACE="Times New Roman, Times, Serif" SIZE=3>John E. Utley, Director</FONT></TD></TR>
<TR><TD>&nbsp;</TD></TR>
<TR VALIGN=Top>
     <TD ALIGN=LEFT><FONT FACE="Times New Roman, Times, Serif" SIZE=3>/s/ Ronald A. VandenBerg</FONT></TD>
     <TD> </TD>
     <TD ALIGN=LEFT><FONT FACE="Times New Roman, Times, Serif" SIZE=3>/s/ Michael C. Ferrara</FONT></TD></TR>
<TR> <TD><HR SIZE=1></TD> <TD></TD>
     <TD><HR SIZE=1></TD></TR>
<TR VALIGN=Top>
     <TD ALIGN=LEFT><FONT FACE="Times New Roman, Times, Serif" SIZE=3>Ronald A. VandenBerg, Director</FONT></TD>
     <TD> </TD>
     <TD ALIGN=LEFT><FONT FACE="Times New Roman, Times, Serif" SIZE=3>Michael C. Ferrara, Director, Chief Executive Officer</FONT></TD></TR>
<TR VALIGN=Top><TD></TD><TD></TD>
     <TD ALIGN=LEFT><FONT FACE="Times New Roman, Times, Serif" SIZE=3>and President</FONT></TD></TR>
</TABLE>

<BR>
<P ALIGN=center><FONT FACE="Times New Roman, Times, Serif" SIZE=3> 5 </FONT></P>
<BR>
<HR SIZE=2 NOSHADE>
<p Style='page-break-before:always'>



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<A NAME=A036></A>
<H1 ALIGN=CENTER><FONT FACE="Times New Roman, Times, Serif" size=3>EXHIBIT INDEX </FONT></H1>

<!-- MARKER FORMAT-SHEET="Para Indent" FSL="Default" -->
<P><FONT FACE="Times New Roman, Times, Serif" size=3>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;The
following exhibits are filed as a part of the Registration Statement pursuant to Item 8: </FONT></P>

<TABLE CELLPADDING=0 CELLSPACING=0 BORDER=0 WIDTH=100%>
<TR VALIGN=Bottom>
     <TH WIDTH=15%><FONT FACE="Times New Roman, Times, Serif" SIZE=3><U>Exhibit No.</U></FONT></TH>
     <TH WIDTH=75%><FONT FACE="Times New Roman, Times, Serif" SIZE=3><U>Description</U></FONT></TH>
     <TH WIDTH=10%><FONT FACE="Times New Roman, Times, Serif" SIZE=3><U>Page</U></FONT></TH></TR>
<TR><TD>&nbsp;</TD></TR>
<TR VALIGN=Top>
     <TD ALIGN=LEFT><FONT FACE="Times New Roman, Times, Serif" SIZE=3>Exhibit 4(a)</FONT></TD>
     <TD ALIGN=LEFT><FONT FACE="Times New Roman, Times, Serif" SIZE=3>Restated Articles of Incorporation (filed as exhibit to Form S-18 dated
April 10, 1986  (Registration  No.  33-3954C) and  incorporated  herein by reference).</FONT></TD></TR>
<TR><TD>&nbsp;</TD></TR>
<TR VALIGN=Top>
     <TD ALIGN=LEFT><FONT FACE="Times New Roman, Times, Serif" SIZE=3>Exhibit 4(b)</FONT></TD>
     <TD ALIGN=LEFT><FONT FACE="Times New Roman, Times, Serif" SIZE=3>Certificate of Amendment to Restated Articles of Incorporation adding
Article IX (filed as exhibit to Form 10-Q for the  quarter  ended June 30, 1987 (Commission File No. 0-14800) and incorporated herein by reference).</FONT></TD></TR>
<TR><TD>&nbsp;</TD></TR>
<TR VALIGN=Top>
     <TD ALIGN=LEFT><FONT FACE="Times New Roman, Times, Serif" SIZE=3>Exhibit 4(c)</FONT></TD>
     <TD ALIGN=LEFT><FONT FACE="Times New Roman, Times, Serif" SIZE=3>Certificate of Amendment to Restated Articles of Incorporation amending
Article  III (filed as  exhibit  to Form 10-K for the year ended  December 31, 1995 (Commission File No. 0-14800) and incorporated herein by
reference).</FONT></TD></TR>
<TR><TD>&nbsp;</TD></TR>
<TR VALIGN=Top>
     <TD ALIGN=LEFT><FONT FACE="Times New Roman, Times, Serif" SIZE=3>Exhibit 4(d)</FONT></TD>
     <TD ALIGN=LEFT><FONT FACE="Times New Roman, Times, Serif" SIZE=3>Certificate of Amendment to Restated Articles of Incorporation amending
Article IV as filed with the  Michigan  Department  of Consumer &amp; Industry Services  (filed as exhibit to Form 10-K for year  ended  January 2, 1999
(Commission File No. 0-14800) and incorporated herein by reference).</FONT></TD></TR>
<TR><TD>&nbsp;</TD></TR>
<TR VALIGN=Top>
     <TD ALIGN=LEFT><FONT FACE="Times New Roman, Times, Serif" SIZE=3>Exhibit 4(e)</FONT></TD>
     <TD ALIGN=LEFT><FONT FACE="Times New Roman, Times, Serif" SIZE=3>Amended and Restated Bylaws of X-Rite, Incorporated, as amended and
restated  November 26, 2002 (filed as exhibit to Form 10-K for the year ended December 28, 2002  (Commission  File No.  0-14800) and  incorporated
herein by reference).</FONT></TD></TR>
<TR><TD>&nbsp;</TD></TR>
<TR VALIGN=Top>
     <TD ALIGN=LEFT><FONT FACE="Times New Roman, Times, Serif" SIZE=3>Exhibit 4(f)</FONT></TD>
     <TD ALIGN=LEFT><FONT FACE="Times New Roman, Times, Serif" SIZE=3>Shareholder Protection Rights Agreement, dated as of March 29, 2002,
including as Exhibit A the form of Rights  Certificate  and of Election to Exercise,  and as  Exhibit  B the  form  of  Certificate  of  Adoption  of
Resolution  Designating and Prescribing Rights Preferences and Limitations of Junior  Participating  Preferred Stock of the Company (filed as exhibit
to Form 10-K for the year ended  December  29, 2001  (Commission  File No
0-14800) and incorporated herein by reference).</FONT></TD></TR>
<TR><TD>&nbsp;</TD></TR>
<TR VALIGN=Top>
     <TD ALIGN=LEFT><FONT FACE="Times New Roman, Times, Serif" SIZE=3>Exhibit 5</FONT></TD>
     <TD ALIGN=LEFT><FONT FACE="Times New Roman, Times, Serif" SIZE=3>Opinion of Varnum, Riddering, Schmidt &amp; Howlett LLP</FONT></TD>
     <TD ALIGN=center><FONT FACE="Times New Roman, Times, Serif" SIZE=3>7&nbsp;</FONT></TD></TR>
<TR><TD>&nbsp;</TD></TR>
<TR VALIGN=Top>
     <TD ALIGN=LEFT><FONT FACE="Times New Roman, Times, Serif" SIZE=3>Exhibit 23(a)</FONT></TD>
     <TD ALIGN=LEFT><FONT FACE="Times New Roman, Times, Serif" SIZE=3>Consent of Ernst &amp; Young LLP</FONT></TD>
     <TD ALIGN=center><FONT FACE="Times New Roman, Times, Serif" SIZE=3>8&nbsp;</FONT></TD></TR>
<TR><TD>&nbsp;</TD></TR>
<TR VALIGN=Top>
     <TD ALIGN=LEFT><FONT FACE="Times New Roman, Times, Serif" SIZE=3>Exhibit 23(b)</FONT></TD>
     <TD ALIGN=LEFT><FONT FACE="Times New Roman, Times, Serif" SIZE=3>Consent of Varnum, Riddering, Schmidt &amp; Howlett LLP
(included in Exhibit 5)</FONT></TD>
     <TD ALIGN=center><FONT FACE="Times New Roman, Times, Serif" SIZE=3>7&nbsp;</FONT></TD></TR>
<TR><TD>&nbsp;</TD></TR>
<TR VALIGN=Top>
     <TD ALIGN=LEFT><FONT FACE="Times New Roman, Times, Serif" SIZE=3>Exhibit 23(c)</FONT></TD>
     <TD ALIGN=LEFT><FONT FACE="Times New Roman, Times, Serif" SIZE=3>Consent of Arthur Andersen LLP (omitted pursuant to Rule 437a under the
Securities Act)</FONT></TD></TR>
<TR><TD>&nbsp;</TD></TR>
<TR VALIGN=Top>
     <TD ALIGN=LEFT><FONT FACE="Times New Roman, Times, Serif" SIZE=3>Exhibit 24</FONT></TD>
     <TD ALIGN=LEFT><FONT FACE="Times New Roman, Times, Serif" SIZE=3>Power of Attorney (included on Page 5 hereof)</FONT></TD>
     <TD ALIGN=center><FONT FACE="Times New Roman, Times, Serif" SIZE=3>5&nbsp;</FONT></TD></TR>
</TABLE>
<BR><BR><BR><BR><BR>


<BR>
<P ALIGN=center><FONT FACE="Times New Roman, Times, Serif" SIZE=3> 6 </FONT></P>
<BR>
<HR SIZE=2 NOSHADE>
<p Style='page-break-before:always'>


<!-- MARKER FORMAT-SHEET="Head Minor Center" FSL="Default" -->
<A NAME=A038></A>
<P ALIGN=CENTER><FONT FACE="Times New Roman, Times, Serif" size=3>EXHIBIT 5 </FONT></P>

<!-- MARKER FORMAT-SHEET="Head Minor Center" FSL="Default" -->
<A NAME=A039></A>
<P ALIGN=CENTER><FONT FACE="Times New Roman, Times, Serif" size=3>OPINION OF VARNUM,
RIDDERING, SCHMIDT &amp; HOWLETT LLP </FONT></P>

<BR><BR>
<!-- MARKER FORMAT-SHEET="Head Minor Center" FSL="Default" -->
<A NAME=A040></A>
<P ALIGN=CENTER><FONT FACE="Times New Roman, Times, Serif" size=3>December 17, 2003 </FONT></P>

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<A NAME=A041></A>
<P ALIGN=LEFT><FONT FACE="Times New Roman, Times, Serif" size=3>X-Rite, Incorporated
<BR>310044th Street, S.W.<BR>Grandville, MI 49418 </FONT></P>

<!-- MARKER FORMAT-SHEET="Head Left" FSL="Default" -->
<A NAME=A042></A>
<P ALIGN=LEFT><FONT FACE="Times New Roman, Times, Serif" size=3>Gentlemen: </FONT></P>

<!-- MARKER FORMAT-SHEET="Para Flush" FSL="Default" -->
<P><FONT FACE="Times New Roman, Times, Serif" size=3>With respect to the Registration
Statement on Form S-8 (the &#147;Registration Statement&#148;) filed by X-Rite,
Incorporated, a Michigan corporation (the &#147;Corporation&#148;), with the Securities
and Exchange Commission for the purpose of registering under the Securities Act of 1933
2,000,000 shares of its common stock, par value $.10 per share, to be issued pursuant to the
Corporation&#146;s Amended and Restated Employee Stock Option Plan (the
&#147;Plan&#148;), we have examined such documents and questions of law as we consider
necessary or appropriate for the purpose of giving this opinion. </FONT></P>

<!-- MARKER FORMAT-SHEET="Para Flush" FSL="Default" -->
<P><FONT FACE="Times New Roman, Times, Serif" size=3>On the basis of such examination, we
advise you, that in our opinion, the 2,000,000 shares covered by the Registration Statement,
upon the granting of options at the price described in the Registration Statement, but in
no event for less than the par value thereof and upon delivery of such shares and payment
therefor in accordance with the terms stated in the Plan and the Registration Statement,
will be legally issued and fully paid and non-assessable. </FONT></P>

<!-- MARKER FORMAT-SHEET="Para Flush" FSL="Default" -->
<P><FONT FACE="Times New Roman, Times, Serif" size=3>We hereby consent to the filing of
this opinion as an exhibit to the Registration Statement. In giving this consent, we do
not thereby admit that we are within the category of persons whose consent is required
under Section 7 of the Securities Exchange Act of 1933, as amended, or under the rules and
regulations of the Securities and Exchange Commission. </FONT></P>

<!-- MARKER FORMAT-SHEET="Head Minor Center" FSL="Default" -->
<A NAME=A043></A>
<P ALIGN=CENTER><FONT FACE="Times New Roman, Times, Serif" size=3>Very truly yours, </FONT></P>
<BR>

<!-- MARKER FORMAT-SHEET="Head Minor Center" FSL="Default" -->
<A NAME=A044></A>
<P ALIGN=CENTER><FONT FACE="Times New Roman, Times, Serif" size=3>/s/ Varnum, Riddering,
Schmidt &amp; Howlett LLP </FONT></P>

<!-- MARKER FORMAT-SHEET="Head Minor Center" FSL="Default" -->
<A NAME=A045></A>
<P ALIGN=CENTER><FONT FACE="Times New Roman, Times, Serif" size=3>Varnum, Riddering,
Schmidt &amp; Howlett LLP </FONT></P>

<BR> <BR><BR><BR>
<P ALIGN=center><FONT FACE="Times New Roman, Times, Serif" SIZE=3> 7 </FONT></P>
<BR>
<HR SIZE=2 NOSHADE>
<p Style='page-break-before:always'>


<!-- MARKER FORMAT-SHEET="Head Minor Center" FSL="Default" -->
<A NAME=A046></A>
<P ALIGN=CENTER><FONT FACE="Times New Roman, Times, Serif" size=3>EXHIBIT 23(a) </FONT></P>

<!-- MARKER FORMAT-SHEET="Head Minor Center" FSL="Default" -->
<A NAME=A047></A>
<P ALIGN=CENTER><FONT FACE="Times New Roman, Times, Serif" size=3>CONSENT OF INDEPENDENT
AUDITORS </FONT></P>
<BR><BR>

<!-- MARKER FORMAT-SHEET="Para Flush" FSL="Default" -->
<P><FONT FACE="Times New Roman, Times, Serif" size=3>We consent to the incorporation by
reference in the Registration Statement (Form S-8) pertaining to the X-Rite, Incorporated
Amended and Restated Employee Stock Option Plan of our report dated January 28,
2003, with respect to the 2002 consolidated financial statements and schedule of X-Rite,
Incorporated and subsidiaries included in its Annual Report (Form 10-K) for the year ended
December 28, 2002. </FONT></P>

<TABLE CELLPADDING=0 CELLSPACING=0 BORDER=0 WIDTH=35% align=center>
<TR valign=top>
     <TD ALIGN=center><FONT FACE="Times New Roman, Times, Serif" size=3>/s/ Ernst &amp; Young LLP</FONT></TD></TR>
</TABLE>
                                                        <BR><BR>
<!-- MARKER FORMAT-SHEET="Head Left" FSL="Default" -->
<A NAME=A048></A>
<P ALIGN=LEFT><FONT FACE="Times New Roman, Times, Serif" size=3>Grand Rapids, Michigan<BR>December
17, 2003 </FONT></P>
<BR><BR><BR>
<BR>
<P ALIGN=center><FONT FACE="Times New Roman, Times, Serif" SIZE=3> 8 </FONT></P>

</BODY>
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{"company-data": {"conformed-name": "X RITE INC", "cik": "0000790818", "assigned-sic": "3861", "irs-number": "381737300", "state-of-incorporation": "MI", "fiscal-year-end": "0102"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-111263", "film-number": "031060114"}, "business-address": {"street1": "3100 44TH ST SW", "city": "GRANDVILLE", "state": "MI", "zip": "49418", "phone": "6165347663"}, "mail-address": {"street1": "3100 44TH STREET SW", "city": "GRANDVILLE", "state": "MI", "zip": "49418"}}
X-Rite, Incorporated Form S-8 for Amended and Restated Employee Stock Option Plan
As
filed with the Securities and Exchange Commission on December 17, 2003 — Registration
No. 333-________
UNITED STATES
SECURITIES AND
EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF
1933
X-RITE, INCORPORATED
(Exact name of
registrant as specified in its charter)
Michigan
38-1737300
(State or other jurisdiction of
(I.R.S. Employer Identification No.)
incorporation or organization)
3100 44th Street,
S.W., Grandville, Michigan 49418
(Address of Principal
Executive Offices)        (Zip Code)
X-Rite,
Incorporated Amended and Restated Employee Stock Option Plan
(Full Title of the Plan)
Mary
E. Chowning, 3100 44th Street, S.W., Grandville, Michigan 49418 (616) 534-7663
(Name,
address, and telephone number, including area code, of agent for service)
Copies of
Communications to:
Joseph B. Levan
Varnum, Riddering,
Schmidt & Howlett LLP
333 Bridge Street, N.W.,
P.O. Box 352
Grand Rapids, Michigan
49501-0352
(616) 336-6000
CALCULATION OF REGISTRATION FEE
Title of
Securities to be
Registered
Amount to be
Registered
Proposed
Maximum
Offering Price
Per Share
Proposed
Maximum
Aggregate
Offering Price
Amount of
Registration Fee
Common Stock
($.10 par value)
2,000,000
Shares(1)(2)
$11.11(3)
$22,220,000(3)
$1,797.60
(1)
Represents additional shares of Common Stock authorized for issuance under the
          X-Rite, Incorporated Amended and Restated Employee Stock Option Plan.
(2)
1,000,000  shares of Common Stock were previously  registered when the Form S-8  (Registration  No.  333-82258) was
filed on  August 1,  1994.  The purpose of this Form S-8 is to register an  additional  2,000,000  of Common  Stock
which have been reserved for issuance  pursuant to approvals  received at the X-Rite,  Incorporated  Annual Meeting
of Shareholders held on May 19, 2003.
(3)
For shares  subject to  outstanding  but  unexercised  options,  the price is computed on the basis of the exercise
price.  For the purpose of computing the  registration  fee only, the price shown is based upon the price of $11.11
per share,  the  average of the high and low prices  for the  Common  Stock of X-Rite,  Incorporated  in the NASDAQ
National Market System on December 16, 2003, in accordance with Rule 457(h).
Pursuant to Rule 416(a) of the General Rules and Regulations  under the Securities Act of 1933,  this  Registration
Statement shall cover such  additional  securities as may be offered or issued to prevent  dilution  resulting from
stock splits, stock dividends, or similar transactions.
The Exhibit Index is located on page 6 of this Registration Statement.
This Registration Statement contains a total of 8 pages.
PART I
INFORMATION REQUIRED
IN THE SECTION 10(a) PROSPECTUS
Information required by Part I to be
contained in the Section 10(a) Prospectus is omitted from this Registration Statement in
accordance with Rule 428 under the Securities Act of 1933 and the Note to Part I of Form
S-8.
PART II
INFORMATION REQUIRED
IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents
by Reference
The Corporation hereby incorporates
by reference in this Registration Statement the following documents filed by the
Corporation with the Securities and Exchange Commission:
(a)
The Corporation's latest Annual Report on Form 10-K filed pursuant to
          Section 13(a) of the Securities Exchange Act of 1934;
(b)
All other reports or documents filed by the Corporation pursuant to Section
          13(a) or 15(d) of the Securities Exchange Act of 1934, since the end of the
          fiscal year covered by the Annual Report on Form 10-K referenced to in (a)
          above; and
(c)
The description of the Corporation's Common Stock is contained in the
          Corporation's Registration Statement filed pursuant to Section 12 of the
          Exchange Act and is incorporated in this Registration Statement by reference,
          including any subsequent amendments or reports filed for the purpose of updating
          such description.
All other documents subsequently
filed by the Corporation pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Exchange
Act, prior to the filing of a post-effective amendment which indicates that all securities
offered have been sold or which deregisters all securities then remaining unsold, shall be
deemed to be incorporated by reference in this Registration Statement and to be part of
this Registration Statement from the date of filing of such documents. Any statement
contained in a document incorporated or deemed to be incorporated by reference in this
Registration Statement shall be deemed to be modified or superseded for purposes of this
Registration Statement to the extent that a statement contained in this Registration
Statement or in any other subsequently filed document which also is incorporated or deemed
to be incorporated by reference in this Registration Statement modifies or supersedes such
statement. Any such statement so modified or superseded shall not be deemed, except as
modified or superseded, to constitute a part of this Registration Statement.
The Corporation's annual report
on Form 10-K for the year ended December 28, 2002, which is incorporated by reference in
this Registration Statement, includes the report of Arthur Andersen LLP
("Andersen") on the Corporation's consolidated statements of operations,
permanent shareholders' investment and cash flows for the fiscal years ended December
29, 2001 and December 30, 2000. On May 21, 2002, the Corporation, by approval of the
Corporation's Board of Directors, dismissed Andersen as its independent accountants.
The Corporation has been unable to obtain, after reasonable efforts, Andersen's
written consent to incorporate by reference Andersen's reports on the financial
statements. Under these circumstances, Rule 437a under the Securities Act permits this
Registration Statement to be filed without a written consent from Andersen. Because of the
absence of such written consent from Andersen, a person acquiring shares pursuant to this
Registration Statement will not be able to assert claims against Andersen under Section
11(a) of the Securities Act of 1933 for any untrue statement of a material fact contained
in the consolidated financial statements audited by Andersen or any omissions to state a
material fact required to be stated herein.
Item 4. Description of
Securities
The class of securities to be offered
is registered under Section 12 of the Exchange Act.
2
Item 5. Interests of
Named Experts and Counsel
Not applicable.
Item 6. Indemnification
of Directors and Officers
The Corporation's Articles of
Incorporation provide that its directors and officers are required to be indemnified as of
right to the fullest extent permitted under the Michigan Business Corporation Act
("MBCA") in connection with any actual or threatened civil, criminal,
administrative or investigative action, suit or proceeding (whether brought by or in the
name of the Corporation, a subsidiary or otherwise) in which a director or officer is a
party because such party is or was a director, officer, or employee of the Corporation or
served any other enterprise at the request of the Corporation. Under the MBCA, directors,
officers, employees or agents are entitled to indemnification against expenses (including
attorneys' fees) whenever they successfully defend legal proceedings brought against
them by reason of the fact that they hold such a position with the Corporation. In
addition, with respect to actions not brought by or in the right of the Corporation,
indemnification is permitted under the MBCA for expenses (including attorneys' fees),
judgments, fines, penalties and reasonable settlements if it is determined that the person
seeking indemnification acted in good faith and in a manner he or she reasonably believed
to be in and not opposed to the best interest of the Corporation or its shareholders and,
with respect to criminal proceedings, he or she had no reasonable cause to believe that
his or her conduct was unlawful. With respect to actions brought by or in the right of the
Corporation, indemnification is permitted under the MBCA for expenses (including
attorneys' fees) and reasonable settlements, if it is determined that the person
seeking indemnification acted in good faith and in a manner he or she reasonably believed
to be in and not opposed to the best interest of the Corporation or its shareholders;
provided, indemnification is not permitted if the person is found liable to the
Corporation, unless the court in which the action or suit was brought has determined that
indemnification is fair and reasonable in view of all the circumstances of the case.
The MBCA and the Corporation's
Articles of Incorporation also authorize the Corporation to provide indemnification
broader than that set forth in the MBCA and the Articles of Incorporation. Pursuant to
this authority, the Corporation has entered into indemnification agreements with each of
its directors, which provide a contractually enforceable right of indemnification to the
fullest extent permitted by law irrespective of the kind of claim or outcome. The
Corporation is not liable under the agreements where the claim involved intentional
misconduct, a knowing violation of law or an improper personal benefit to the indemnitee,
the claim involved certain unlawful disbursements of corporate funds or other assets, the
claim involved a violation of Section 16(b) of the Exchange Act, or similar provision of
state law or where indemnification is otherwise prohibited by law.
The Corporation's Bylaws provide
that the Corporation shall indemnify, to the fullest extent authorized or permitted by the
MBCA, any person, and his or her estate and personal representatives, who is made or
threatened to be made a party to an action, suit or proceeding, whether civil, criminal,
administrative or investigative, because such person is or was a director of the
Corporation or served any other enterprise at the request of the Corporation. In addition,
the Bylaws provide that the Corporation shall indemnify, to the fullest extent authorized
or permitted by the MBCA, any officer or former officer of the Corporation, and his or her
estate and personal representatives, who is made or threatened to be made a party to an
action, suit, or proceeding, whether civil, criminal, administrative or investigative,
that in any way involves or is related to such officer's or former officer's
duties, as specifically set forth by the Corporation's Board of Directors, involving
any of the following: (a) Dealing with persons buying, selling, proposing to buy or sell,
or otherwise holding any securities issued by the Corporation, (b) Dealing with securities
analysts or any other security industry professionals with respect to securities issued by
the Corporation, or (c) Signing any statements certifying to the public, to the Securities
Exchange Commission, or to any securities exchange, the Corporation's financial
statements or any other reports of the Corporation. The determination as to whether any
officer or former officer of the Corporation is entitled to indemnification under the
Corporation's Bylaws is made by the Corporation's Board of Directors in its sole
discretion.
The Corporation has purchased
directors' and officers' liability insurance for directors and officers of the
Corporation.
3
Item 7. Exemption from
Registration Claimed
Not applicable.
Item 8. Exhibits
Reference is made to the Exhibit
Index which appears on Page 6.
Item 9. Undertakings
(a)    
          The undersigned registrant hereby undertakes:
(1)       
          To file, during any period in which offers or sales are being made, a
          post-effective amendment to this Registration Statement:
(i)       
               To include any prospectus required by Section 10(a)(3) of the Securities Act of
               1933;
(ii)       
               To reflect in the prospectus any facts or events arising after the effective
               date of the Registration Statement (or the most recent post-effective amendment
               thereof) which, individually or in the aggregate, represents a fundamental
               change in the information set forth in the Registration Statement; and
(iii)       
               To include any material information with respect to the plan of distribution not
               previously disclosed in the Registration Statement or any material change to
               such information in the Registration Statement;
provided, however
, that
paragraphs (a)(1)(i) and (a)(1)(ii) do not apply if information required to be included in
a post-effective amendment by those paragraphs is contained in periodic reports filed by
the registrant pursuant to Section 13 or Section 15(d) of the Securities Exchange Act of
1934 that are incorporated by reference in the Registration Statement.
(2)       
          That, for the purpose of determining any liability under the Securities Act of
          1933, each such post-effective amendment shall be deemed to be a new
          registration statement relating to the securities offered therein, and the
          offering of such securities at that time shall be deemed to be the initial
bona fide
offering thereof.
(3)       
          To remove from registration by means of a post-effective amendment any of the
          securities being registered which remain unsold at the termination of the
          offering.
(b)    
          The undersigned registrant hereby undertakes that, for purposes of determining
          any liability under the Securities Act of 1933, each filing of the
          registrant's annual report pursuant to Section 13(a) or Section 15(d) of
          the Securities Exchange Act of 1934 (and, where applicable, each filing of an
          employee benefit plan's annual report pursuant to Section 15(d) of the
          Securities Exchange Act of 1934) that is incorporated by reference in the
          Registration Statement shall be deemed to be a new registration statement
          relating to the securities offered therein, and the offering of such securities
          at that time shall be deemed to be the initial
bona fide
offering
          thereof.
(c)    
          Insofar as indemnification for liabilities arising under the Securities Act of
          1933 may be permitted to directors, officers, and controlling persons of the
          registrant pursuant to the foregoing provisions, or otherwise, the registrant
          has been advised that in the opinion of the Securities and Exchange Commission
          such indemnification is against public policy as expressed in the Act and is,
          therefore, unenforceable. In the event that a claim for indemnification against
          such liabilities (other than the payment by the registrant of expenses incurred
          or paid by a director, officer or controlling person of the registrant in the
          successful defense of any action, suit or proceeding) is asserted by such
          director, officer or controlling person in connection with the securities being
          registered, the registrant will, unless in the opinion of its counsel the matter
          has been settled by controlling precedent, submit to a court of appropriate
          jurisdiction the question whether such indemnification by it is against public
          policy as expressed in the Act and will be governed by the final adjudication of
          such issue.
4
SIGNATURES
Pursuant
to the requirements of the Securities Act of 1933, the registrant certifies that it has
reasonable grounds to believe that it meets all of the requirements for filing on Form S-8
and has duly caused the Registration Statement to be singed on its behalf by the
undersigned, thereunto duly authorized, in the City of Grand Rapids, State of Michigan, on
the 17th day of December 2003.
X-RITE, INCORPORATED
By
/s/ Mary E. Chowning
Mary E. Chowning, Chief Financial Officer,
Vice President and Secretary
POWER OF ATTORNEY
KNOW
ALL MEN BY THESE PRESENTS
, that each person whose signature appears below constitutes
and appoints Michael C. Ferrara and Mary E. Chowning, and each of them, his true and
lawful attorney-in-fact and agent, with full power of substitution and resubstitution, for
him and in his name, place and stead, in any and all capacities, to sign any and all
amendments (including post- effective amendments) to this Registration Statement and to
file the same, with all exhibits thereto, and other documents in connection therewith,
with the Securities and Exchange Commission and any other regulatory authority, granting
unto said attorney-in-fact and agent, full power and authority to do and perform each and
every act and thing required and necessary to be done in and about the premises, as fully
to all intents and purposes as he might or could do in person, hereby ratifying and
confirming all that said attorney-in-fact and agent, or his substitute, may lawfully do or
cause to be done by virtue hereof.
Pursuant
to the requirements of the Securities Act of 1933, this Registration Statement has been
signed below on December 17, 2003, by the following persons in the capacities indicated.
/s/ Paul R. Sylvester
/s/ Stanley W. Cheff
Paul R. Sylvester, Director
Stanley W. Cheff, Director
/s/ Mark D. Weishaar
/s/ James A. Knister
Mark D. Weishaar, Director
James A. Knister, Director
/s/ Dr. Peter M. Banks
/s/ John E. Utley
Dr. Peter M. Banks, Director
John E. Utley, Director
/s/ Ronald A. VandenBerg
/s/ Michael C. Ferrara
Ronald A. VandenBerg, Director
Michael C. Ferrara, Director, Chief Executive Officer
and President
5
EXHIBIT INDEX
The
following exhibits are filed as a part of the Registration Statement pursuant to Item 8:
Exhibit No.
Description
Page
Exhibit 4(a)
Restated Articles of Incorporation (filed as exhibit to Form S-18 dated
April 10, 1986  (Registration  No.  33-3954C) and  incorporated  herein by reference).
Exhibit 4(b)
Certificate of Amendment to Restated Articles of Incorporation adding
Article IX (filed as exhibit to Form 10-Q for the  quarter  ended June 30, 1987 (Commission File No. 0-14800) and incorporated herein by reference).
Exhibit 4(c)
Certificate of Amendment to Restated Articles of Incorporation amending
Article  III (filed as  exhibit  to Form 10-K for the year ended  December 31, 1995 (Commission File No. 0-14800) and incorporated herein by
reference).
Exhibit 4(d)
Certificate of Amendment to Restated Articles of Incorporation amending
Article IV as filed with the  Michigan  Department  of Consumer & Industry Services  (filed as exhibit to Form 10-K for year  ended  January 2, 1999
(Commission File No. 0-14800) and incorporated herein by reference).
Exhibit 4(e)
Amended and Restated Bylaws of X-Rite, Incorporated, as amended and
restated  November 26, 2002 (filed as exhibit to Form 10-K for the year ended December 28, 2002  (Commission  File No.  0-14800) and  incorporated
herein by reference).
Exhibit 4(f)
Shareholder Protection Rights Agreement, dated as of March 29, 2002,
including as Exhibit A the form of Rights  Certificate  and of Election to Exercise,  and as  Exhibit  B the  form  of  Certificate  of  Adoption  of
Resolution  Designating and Prescribing Rights Preferences and Limitations of Junior  Participating  Preferred Stock of the Company (filed as exhibit
to Form 10-K for the year ended  December  29, 2001  (Commission  File No
0-14800) and incorporated herein by reference).
Exhibit 5
Opinion of Varnum, Riddering, Schmidt & Howlett LLP
7
Exhibit 23(a)
Consent of Ernst & Young LLP
8
Exhibit 23(b)
Consent of Varnum, Riddering, Schmidt & Howlett LLP
(included in Exhibit 5)
7
Exhibit 23(c)
Consent of Arthur Andersen LLP (omitted pursuant to Rule 437a under the
Securities Act)
Exhibit 24
Power of Attorney (included on Page 5 hereof)
5
6
EXHIBIT 5
OPINION OF VARNUM,
RIDDERING, SCHMIDT & HOWLETT LLP
December 17, 2003
X-Rite, Incorporated
310044th Street, S.W.
Grandville, MI 49418
Gentlemen:
With respect to the Registration
Statement on Form S-8 (the "Registration Statement") filed by X-Rite,
Incorporated, a Michigan corporation (the "Corporation"), with the Securities
and Exchange Commission for the purpose of registering under the Securities Act of 1933
2,000,000 shares of its common stock, par value $.10 per share, to be issued pursuant to the
Corporation's Amended and Restated Employee Stock Option Plan (the
"Plan"), we have examined such documents and questions of law as we consider
necessary or appropriate for the purpose of giving this opinion.
On the basis of such examination, we
advise you, that in our opinion, the 2,000,000 shares covered by the Registration Statement,
upon the granting of options at the price described in the Registration Statement, but in
no event for less than the par value thereof and upon delivery of such shares and payment
therefor in accordance with the terms stated in the Plan and the Registration Statement,
will be legally issued and fully paid and non-assessable.
We hereby consent to the filing of
this opinion as an exhibit to the Registration Statement. In giving this consent, we do
not thereby admit that we are within the category of persons whose consent is required
under Section 7 of the Securities Exchange Act of 1933, as amended, or under the rules and
regulations of the Securities and Exchange Commission.
Very truly yours,
/s/ Varnum, Riddering,
Schmidt & Howlett LLP
Varnum, Riddering,
Schmidt & Howlett LLP
7
EXHIBIT 23(a)
CONSENT OF INDEPENDENT
AUDITORS
We consent to the incorporation by
reference in the Registration Statement (Form S-8) pertaining to the X-Rite, Incorporated
Amended and Restated Employee Stock Option Plan of our report dated January 28,
2003, with respect to the 2002 consolidated financial statements and schedule of X-Rite,
Incorporated and subsidiaries included in its Annual Report (Form 10-K) for the year ended
December 28, 2002.
/s/ Ernst & Young LLP
Grand Rapids, Michigan
December
17, 2003
8