<SEC-DOCUMENT>0000063296-14-000040.txt : 20140324
<SEC-HEADER>0000063296-14-000040.hdr.sgml : 20140324
<ACCEPTANCE-DATETIME>20140324122318
ACCESSION NUMBER:		0000063296-14-000040
CONFORMED SUBMISSION TYPE:	3
PUBLIC DOCUMENT COUNT:		1
CONFORMED PERIOD OF REPORT:	20140316
FILED AS OF DATE:		20140324
DATE AS OF CHANGE:		20140324

ISSUER:		

	COMPANY DATA:	
		COMPANY CONFORMED NAME:			SCHAWK INC
		CENTRAL INDEX KEY:			0000719164
		STANDARD INDUSTRIAL CLASSIFICATION:	SERVICE INDUSTRIES FOR THE PRINTING TRADE [2790]
		IRS NUMBER:				660323724
		FISCAL YEAR END:			1231

	BUSINESS ADDRESS:	
		STREET 1:		1695 RIVER ROAD
		CITY:			DES PLAINES
		STATE:			IL
		ZIP:			60018
		BUSINESS PHONE:		8478279494

	MAIL ADDRESS:	
		STREET 1:		1695 SOUTH RIVER ROAD
		CITY:			DES PLAINES
		STATE:			IL
		ZIP:			60018

	FORMER COMPANY:	
		FORMER CONFORMED NAME:	FILTERTEK INC /DE/
		DATE OF NAME CHANGE:	19940812

REPORTING-OWNER:	

	OWNER DATA:	
		COMPANY CONFORMED NAME:			MATTHEWS INTERNATIONAL CORP
		CENTRAL INDEX KEY:			0000063296
		STANDARD INDUSTRIAL CLASSIFICATION:	NONFERROUS FOUNDRIES (CASTINGS) [3360]
		STATE OF INCORPORATION:			PA
		FISCAL YEAR END:			0930

	FILING VALUES:
		FORM TYPE:		3
		SEC ACT:		1934 Act
		SEC FILE NUMBER:	001-09335
		FILM NUMBER:		14712445

	BUSINESS ADDRESS:	
		STREET 1:		TWO NORTHSHORE CENTER
		CITY:			PITTSBURGH
		STATE:			PA
		ZIP:			15212-5851
		BUSINESS PHONE:		4124428200

	MAIL ADDRESS:	
		STREET 1:		TWO NORTHSHORE CENTER
		CITY:			PITTSBURGH
		STATE:			PA
		ZIP:			15212-5851

	FORMER NAME:	
		FORMER CONFORMED NAME:	MATTHEWS JAMES H & CO
		DATE OF NAME CHANGE:	19780823
</SEC-HEADER>
<DOCUMENT>
<TYPE>3
<SEQUENCE>1
<FILENAME>primary_doc.xml
<DESCRIPTION>PRIMARY DOCUMENT
<TEXT>
<XML>
<?xml version="1.0"?>
<ownershipDocument>

    <schemaVersion>X0206</schemaVersion>

    <documentType>3</documentType>

    <periodOfReport>2014-03-16</periodOfReport>

    <noSecuritiesOwned>0</noSecuritiesOwned>

    <issuer>
        <issuerCik>0000719164</issuerCik>
        <issuerName>SCHAWK INC</issuerName>
        <issuerTradingSymbol>SGK</issuerTradingSymbol>
    </issuer>

    <reportingOwner>
        <reportingOwnerId>
            <rptOwnerCik>0000063296</rptOwnerCik>
            <rptOwnerName>MATTHEWS INTERNATIONAL CORP</rptOwnerName>
        </reportingOwnerId>
        <reportingOwnerAddress>
            <rptOwnerStreet1>TWO NORTHSHORE CENTER</rptOwnerStreet1>
            <rptOwnerStreet2></rptOwnerStreet2>
            <rptOwnerCity>PITTSBURGH</rptOwnerCity>
            <rptOwnerState>PA</rptOwnerState>
            <rptOwnerZipCode>15212-5851</rptOwnerZipCode>
            <rptOwnerStateDescription></rptOwnerStateDescription>
        </reportingOwnerAddress>
        <reportingOwnerRelationship>
            <isDirector>0</isDirector>
            <isOfficer>0</isOfficer>
            <isTenPercentOwner>1</isTenPercentOwner>
            <isOther>0</isOther>
        </reportingOwnerRelationship>
    </reportingOwner>

    <nonDerivativeTable>
        <nonDerivativeHolding>
            <securityTitle>
                <value>Class A Common Stock, par value $0.008 per share</value>
            </securityTitle>
            <postTransactionAmounts>
                <sharesOwnedFollowingTransaction>
                    <value>0</value>
                </sharesOwnedFollowingTransaction>
            </postTransactionAmounts>
            <ownershipNature>
                <directOrIndirectOwnership>
                    <value>I</value>
                </directOrIndirectOwnership>
                <natureOfOwnership>
                    <value>See Footnotes 1, 2 and 3</value>
                    <footnoteId id="F1"/>
                    <footnoteId id="F2"/>
                    <footnoteId id="F3"/>
                </natureOfOwnership>
            </ownershipNature>
        </nonDerivativeHolding>
    </nonDerivativeTable>

    <footnotes>
        <footnote id="F1">Matthews International Corporation (&quot;Matthews&quot;) is filing this Form 3 solely due to the entry into voting and support agreements (the &quot;Voting Agreements&quot;) by and among Matthews and certain stockholders (the &quot;Stockholders&quot;) of Schawk, Inc. (&quot;SGK&quot;). The Voting Agreements were entered into in connection with the Agreement and Plan of Merger and Reorganization (the &quot;Merger Agreement&quot;), dated as of March 16, 2014, by and among Matthews, Moonlight Merger Sub Corp., Moonlight Merger Sub LLC and SGK.</footnote>
        <footnote id="F2">As a result of certain provisions contained in the Voting Agreements, Matthews may be deemed to have beneficial ownership of the shares of SGK's common stock covered by the Voting Agreements (an aggregate of 16,172,720 shares, which represent approximately 61.5% of SGK's total outstanding shares based on 26,287,667 shares reported outstanding as of March 14, 2014 (as represented in the Merger Agreement)) for purposes of Section 13(d) of the Exchange Act. Except to the extent as may be described in footnote (3), Matthews does not have any pecuniary interest (as defined in Rule 16a-1(a)(2) of the Securities Exchange Act of 1934, as amended (the &quot;Exchange Act&quot;)) in any of the shares subject to the Voting Agreements and the filing of this Form 3 shall not be construed as an admission that Matthews is the beneficial owner of any securities reported in this Form 3 which beneficial ownership is hereby expressly disclaimed.</footnote>
        <footnote id="F3">Each Voting Agreement provides that, in the event that the Merger Agreement is terminated and SGK, the Stockholder or any of their respective affiliates enter into an acquisition transaction (as defined in the Voting Agreements)  within 18 months following the date of such termination, the Stockholder is obligated to pay to Matthews within two business days after the closing of such transaction, an amount in cash (for each share of SGK Common Stock owned by such Stockholder subject to the acquisition transaction) that is equal to the amount by which the value of the consideration received by such Stockholder per share of SGK Common Stock in such alternative transaction exceeds $20 per share; provided that in no event shall the total payments to Matthews pursuant to all the Voting Agreements exceed $3.0 million.</footnote>
    </footnotes>

    <ownerSignature>
        <signatureName>Joseph C. Bartolacci, as President and Chief Executive Officer of Matthews International Corporation</signatureName>
        <signatureDate>2014-03-24</signatureDate>
    </ownerSignature>
</ownershipDocument>
</XML>
</TEXT>
</DOCUMENT>
</SEC-DOCUMENT>
