AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON APRIL 22, 1998
REGISTRATION STATEMENT 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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CUNNINGHAM GRAPHICS INTERNATIONAL, INC.
(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
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<S> <C> <C>
NEW JERSEY 2750 22-3561164
(State or Other Jurisdiction (Primary Standard Industrial (I.R.S. Employer
of Incorporation or Organization) Classification Code Number) Identification Number)
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629 GROVE STREET
JERSEY CITY, NEW JERSEY 07310
(201) 217-1990
(Address, Including Zip Code, and Telephone Number, Including Area Code, of
Registrant's Principal Executive Offices)
MR. MICHAEL R. CUNNINGHAM
CHAIRMAN, PRESIDENT AND CHIEF EXECUTIVE OFFICER
629 GROVE STREET
JERSEY CITY, NEW JERSEY 07310
(201) 217-1990
(Name, Address Including Zip Code, and Telephone Number, Including Area Code,
of Agent For Service)
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Copies of Communications to:
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JEFFREY A. BAUMEL, ESQ. JEFFREY S. LOWENTHAL, ESQ.
LAWRENCE A. GOLDMAN, ESQ. STROOCK & STROOCK & LAVAN LLP
GIBBONS, DEL DEO, DOLAN, 180 MAIDEN LANE
GRIFFINGER & VECCHIONE, P.C. NEW YORK, NEW YORK 10038
ONE RIVERFRONT PLAZA (212) 806-5400
NEWARK, NEW JERSEY 07102
(973) 596-4500
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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, check the following box and
list the Securities Act registration statement number of the earlier effective
registration statement for the same offering. [X] 333-46541
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 this form is a post-effective amendment filed pursuant to Rule 462(d)
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,
check the following box. [ ]
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CALCULATION OF REGISTRATION FEE
- ------------------------------------------------------------------------------------------------------------
PROPOSED PROPOSED
TITLE OF EACH CLASS MAXIMUM MAXIMUM AMOUNT
OF SECURITIES AMOUNT TO BE OFFERING PRICE AGGREGATE OF
TO BE REGISTERED REGISTERED PER SECURITY(1) OFFERING PRICE(1) REGISTRATION FEE
<S> <C> <C> <C> <C>
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Common Stock, no par value..... 115,000 $13.00 $1,495,000 $441.00
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(1) Estimated solely for purposes of calculating the registration fee.
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INCORPORATION OF CERTAIN INFORMATION BY REFERENCE
The information in the Registration Statement filed on Form S-1, as amended
to the date hereof, by Cunningham Graphics International, Inc. (the "Company")
with the Securities and Exchange Commission (the "Commission") (File No.
333-46541) pursuant to the Securities Act of 1933, as amended, is incorporated
by reference into this Registration Statement.
<PAGE>
SIGNATURES AND POWER OF ATTORNEY
Pursuant to the requirements of the Securities Act, the Registrant has duly
caused this Registration Statement to be signed on its behalf by the
undersigned, thereunto duly authorized, in the City of Jersey City, State of New
Jersey, on April 22, 1998.
CUNNINGHAM GRAPHICS INTERNATIONAL, INC.
By: /s/ Michael R. Cunningham
------------------------------------------
Michael R. Cunningham
President and Chief Executive Officer
Pursuant to the requirements of the Securities Act, this Registration
Statement has been signed by the following persons in the capacities and on the
dates indicated. Each person whose signature appears below hereby constitutes
and appoints Michael R. Cunningham and Gordon Mays, or either of them, as such
person's true and lawful attorney-in-fact and agent with full power of
substitution for such person and in such person's name, place and stead, in any
and all capacities, to sign and to file with the Commission, any and all
amendments and post-effective amendments to this Registration Statement, with
exhibits thereto and other documents in connection therewith, granting unto said
attorney-in-fact and agent full power and authority to do and perform each and
every act and thing requisite and necessary to be done in and about the
premises, as fully to all intents and purposes as such person might or could do
in person, hereby ratifying and confirming all that said attorney-in-fact and
agent, or any substitute therefor, may lawfully do or cause to be done by virtue
thereof.
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NAME TITLE DATE
- -------------------------------- ------------------------------ -----------------
<S> <C> <C>
/s/ Michael R. Cunningham Chairman of the Board, April 22, 1998
----------------------------- President, Chief Executive
Michael R. Cunningham Officer and Director
(Principal Executive Officer)
/s/ Robert M. Okin Senior Vice President April 22, 1998
----------------------------- and Chief Financial
Robert M. Okin Officer
(Principal Financial and
Accounting Officer)
/s/ James J. Cunningham Director April 22, 1998
-----------------------------
James J. Cunningham
/s/ Gordon Mays Director April 22, 1998
-----------------------------
Gordon Mays
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<PAGE>
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EXHIBIT NO. DESCRIPTION
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5.1 Opinion of Gibbons, Del Deo, Dolan, Griffinger & Vecchione
23.1 Consent of Gibbons, Del Deo, Dolan, Griffinger & Vecchione (included in Exhibit 5.1)
23.2 Consent of Ernst & Young LLP
23.3 Consent of Ernst & Young Chartered Accountants
24.1 Power of Attorney (Included on Signature Page)
99.1 Consent of Arnold Spinner
99.3 Consent of Laurence Gerber
99.4 Consent of Stanley J. Moss
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EXHIBIT 5.1
[GIBBONS, DEL DEO, DOLAN, GRIFFINGER &
VECCHIONE LETTERHEAD]
April 22, 1998
Cunningham Graphics International, Inc.
629 Grove Street
Jersey City, New Jersey 07310
Ladies and Gentlemen:
You have requested our opinion with respect to the public offering and
sale by you, Cunningham Graphics International, Inc., a New Jersey corporation
(the "Company"), pursuant to a Registration Statement on Form S-1 (No.
333-46541)(the "Registration Statement") under the Securities Act of 1933, as
amended (the "Act"), of a maximum of 115,000 shares of Common Stock (the "Common
Stock").
We have examined originals, or copies certified or otherwise identified
to our satisfaction, of such documents and corporate and public records as we
deem necessary as a basis for the opinion hereinafter expressed. With respect to
such examination, we have assumed the genuineness of all signatures appearing on
all documents presented to us as originals, and the conformity to the originals
of all documents presented to us as conformed or reproduced copies. Where
factual matters relevant to such opinion were not independently established, we
have relied upon certificates of appropriate state and local officials, and upon
certificates of executive officers and responsible employees and agents of the
Company.
Based upon the foregoing, it is our opinion that the Common Stock has
been duly and validly authorized and when sold, paid for and issued as
contemplated by the Registration Statement will be duly and validly issued and
fully paid and nonassessable.
<PAGE>
Cunningham Graphics International, Inc.
April 22, 1998
Page 2
We hereby consent to the use of this opinion as Exhibit 5.1 to the
Registration Statement on Form S-1 incorporated herein by reference, and to the
use of our name as your counsel in connection with the Registration Statement
and in the Prospectus forming a part thereof. In giving this consent, we do not
thereby concede that we come within the categories of persons whose consent is
required by the Act or the General Rules and Regulations promulgated thereunder.
Very truly yours,
/s/ Gibbons, Del Deo, Dolan, Griffinger & Vecchione,P.C.
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Gibbons, Del Deo, Dolan, Griffinger & Vecchione
A Professional Corporation
EXHIBIT 23.2
CONSENT OF INDEPENDENT AUDITORS
We consent to the incorporation by reference in this Registration
Statement on Form S-1 of Cunningham Graphics International, Inc. of our reports
dated January 16, 1998 appearing in the Prospectus, which is a part of
Registration Statement No. 333-46541 of Cunningham Graphics International, Inc.
and to the reference to our firm under the caption "Experts" appearing therein.
/s/ Ernst & Young LLP
Princeton, New Jersey
April 22, 1998
EXHIBIT 23.3
CONSENT OF INDEPENDENT AUDITORS
We consent to the incorporation by reference in this Registration
Statement on Form S-1 of Cunningham Graphics International, Inc. of our report
dated 11 February 1998 appearing in the Prospectus, which is a part of
Registration Statement No. 333-46541 of Cunningham Graphics International, Inc.
and to the reference to our firm under the caption "Experts" appearing therein.
/s/ ERNST & YOUNG
Chartered Accountants
London, England
22 April 1998
To: Cunningham Graphics International, Inc.
629 Grove Street
Jersey City, New Jersey 07310
The undersigned hereby consents to the incorporation by reference
herein of the Registration Statement on Form S-1 filed by Cunningham Graphics
International, Inc. ("CGII") with the Securities and Exchange Commission (No.
333-46541) and to being identified as a person designated to be a director of
CGII following the effective date of the Registration Statement.
/s/ Arnold Spinner
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Arnold Spinner
To: Cunningham Graphics International, Inc.
629 Grove Street
Jersey City, New Jersey 07310
The undersigned hereby consents to the incorporation by reference
herein of the Registration Statement on Form S-1 filed by Cunningham Graphics
International, Inc. ("CGII") with the Securities and Exchange Commission (No.
333-46541) and to being identified as a person designated to be a director of
CGII following the effective date of the Registration Statement.
/s/ Laurence Gerber
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Laurence Gerber
To: Cunningham Graphics International, Inc.
629 Grove Street
Jersey City, New Jersey 07310
The undersigned hereby consents to the incorporation by reference
herein of the Registration Statement on Form S-1 filed by Cunningham Graphics
International, Inc. ("CGII") with the Securities and Exchange Commission (No.
333-46581) and to being identified as a person designated to be a director of
CGII following the effective date of the Registration Statement.
/s/ Stanley J. Moss
------------------------
Stanley J. Moss
1
