<PAGE>
AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON OCTOBER 31, 1996
REGISTRATION NO. 333-
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM S-1
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
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DONNELLEY ENTERPRISE SOLUTIONS INCORPORATED
(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
Delaware 7389 13-3160717
(STATE OR OTHER (PRIMARY STANDARD INDUSTRIAL (I.R.S. EMPLOYER
JURISDICTION OF CLASSIFICATION CODE NUMBER) IDENTIFICATION NUMBER)
INCORPORATION OR
ORGANIZATION)
161 North Clark Street, Suite 2400
Chicago, Illinois 60601
(312) 419-7600
(ADDRESS, INCLUDING ZIP CODE, AND TELEPHONE NUMBER, INCLUDING AREA CODE,
OF REGISTRANT'S PRINCIPAL EXECUTIVE OFFICES)
Rhonda I. Kochlefl
161 North Clark Street, Suite 2400
Chicago, Illinois 60601
(312) 419-7600
(NAME, ADDRESS, INCLUDING ZIP CODE, AND TELEPHONE NUMBER,
INCLUDING AREA CODE, OF AGENT FOR SERVICE)
Copies to:
DEBORAH M. REGAN DENNIS V. OSIMITZ ROBERT F. WALL
R.R. DONNELLEY & SONS COMPANY SIDLEY & AUSTIN WINSTON & STRAWN
77 WEST WACKER DRIVE ONE FIRST NATIONAL PLAZA 35 WEST WACKER DR.
CHICAGO, ILLINOIS 60601 CHICAGO, ILLINOIS 60603 CHICAGO, ILLINOIS 60601
(312) 326-8000 (312) 853-7000 (312) 558-5600
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APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO THE PUBLIC: As soon as
practicable after the effective date of this Registration Statement.
If any of the securities being registered on this form are to be offered on
a delayed or continuous basis pursuant to Rule 415 under the Securities Act of
1933, check the following box. [_]
If this form is filed to register additional securities for an offering
pursuant to Rule 462(b) under the Securities Act of 1933, please check the
following box and list the Securities Act registration statement number of the
earlier effective registration statement for the same offering. [X] 333-10127
If this form is a post-effective amendment filed pursuant to Rule 462(c)
under the Securities Act, check the following box and list the Securities Act
registration statement number of the earlier effective registration statement
for the same offering. [_]
If delivery of the prospectus is expected to be made pursuant to Rule 434,
please check the following box. [_]
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CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
PROPOSED PROPOSED
MAXIMUM MAXIMUM AMOUNT OF
TITLE OF EACH CLASS OF AMOUNT TO OFFERING PRICE AGGREGATE REGISTRATION
SECURITIES TO BE REGISTERED BE REGISTERED PER SHARE OFFERING PRICE FEE
<S> <C> <C> <C> <C>
Common Stock, $0.01 par
value.................... 299,000(1) $25.00 $7,475,000 $2,265
</TABLE>
(1) Includes 39,000 shares of Common Stock issuable upon exercise of the
Underwriters' over-allotment option.
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INCORPORATION OF CERTAIN INFORMATION BY REFERENCE
The information in the Registration Statement filed by Donnelley Enterprise
Solutions Incorporated with the Securities and Exchange Commission (File No.
333-10127) pursuant to the Securities Act of 1933, as amended, is incorporated
in its entirety by reference into this Registration Statement.
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SIGNATURES
PURSUANT TO THE REQUIREMENTS OF THE SECURITIES ACT OF 1933, THE REGISTRANT HAS
DULY CAUSED THIS REGISTRATION STATEMENT TO BE SIGNED ON ITS BEHALF BY THE
UNDERSIGNED, THEREUNTO DULY AUTHORIZED, IN CHICAGO, ILLINOIS ON OCTOBER 30,
1996.
Donnelley Enterprise Solutions Incorporated
By: /s/ Rhonda I. Kochlefl
------------------------------------
Name: Rhonda I. Kochlefl
Title: Chairman, President and
Chief Executive Officer
PURSUANT TO THE REQUIREMENTS OF THE SECURITIES ACT OF 1933, THIS REGISTRATION
STATEMENT HAS BEEN SIGNED BY THE FOLLOWING PERSONS IN THE CAPACITIES AND ON THE
DATES INDICATED.
<TABLE>
<CAPTION>
SIGNATURE TITLE(S) DATE
--------- -------- ----
<S> <C> <C>
/s/ Rhonda I. Kochlefl Chairman, President and October 30, 1996
---------------------- Chief Executive Officer
Rhonda I. Kochlefl and Director (principal
executive officer)
* Senior Vice President and October 30, 1996
---------------------- Chief Financial Officer
Luke F. Botica (principal financial and
accounting officer)
* Senior Vice President and October 30, 1996
----------------------- Chief Technology Officer
Leo S. Spiegel and Director
* Director October 30, 1996
-----------------------
Daniel I. Malina
* Director October 30, 1996
-----------------------
W. Ed Tyler
</TABLE>
*By: /s/ Rhonda I. Kochlefl
-----------------------
Rhonda I. Kochlefl
Attorney-in-Fact
II-1
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<TABLE>
<CAPTION>
EXHIBIT INDEX
EXHIBIT EXHIBIT DESCRIPTION
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<C> <S>
5.1 Opinion of Sidley & Austin.
23.1 Consent of Sidley & Austin (included in Exhibit 5.1).
23.2 Consents of Arthur Andersen LLP.
24.1 The Powers of Attorney filed as Exhibit 24.1 to Registration
Statement No. 333-10127 are hereby incorporated by reference.
</TABLE>
<PAGE>
EXHIBIT 5.1
[LETTERHEAD OF SIDLEY & AUSTIN]
October 31, 1996
Donnelley Enterprise Solutions Incorporated
161 North Clark Street, Suite 2400
Chicago, Illinois 60601
Ladies and Gentlemen:
We refer to the Registration Statement on Form S-1 to be filed by Donnelley
Enterprise Solutions Incorporated, a Delaware corporation (the "Company"), with
the Securities and Exchange Commission (the "Commission") under Section 462(b)
of the rules promulgated under the Securities Act of 1933, as amended (the
"Securities Act"), relating to the registration of 299,000 shares of Common
Stock, $.01 par value, of the Company (the "Shares") to be sold by R. R.
Donnelley & Sons Company, a Delaware corporation and the current sole
stockholder of the Company (the "Selling Stockholder").
We are familiar with the proceedings to date with respect to the proposed
sale of the Shares contemplated by the registration statement referred to above
and have examined such records, documents and questions of law, and satisfied
ourselves as to such matters of fact, as we have considered relevant and
necessary as a basis for this opinion.
Based on the foregoing, we are of the opinion that the Shares are legally
issued, fully paid and nonassessable.
We do not find it necessary for the purposes of this opinion to cover, and
accordingly we express no opinion as to, the application of the securities or
blue sky laws of the various states or the District of Columbia to the sale of
the Shares, as contemplated by the registration statement referred to above.
This opinion is limited to the General Corporation Law of the State of
Delaware.
We hereby consent to the filing of this opinion as an exhibit to the
registration statement referred to above and to all references to our Firm
included in or made a part of such registration statement. In giving such
consent, we do not thereby admit that we are within the category of persons for
whom consent is required by Section 7 of the Securities Act or the related rules
promulgated by the Commission thereunder.
Very truly yours,
/s/ Sidley & Austin
<PAGE>
EXHIBIT 23.2
CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS
As independent public accountants, we hereby consent to the use of our report
(and to all references to our Firm) included in or made a part of this
registration statement.
Arthur Andersen LLP
ARTHUR ANDERSEN LLP
Chicago, Illinois
October 28, 1996
<PAGE>
CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS
As independent public accountants, we hereby consent to the use of our report
dated March 19, 1996 on LANSystems, Inc. consolidated financial statements
included in or made part of this registration statement filed by Donnelley
Enterprise Solutions Incorporated.
Arthur Andersen LLP
ARTHUR ANDERSEN LLP
New York, New York
October 28, 1996
