As filed with the Securities and Exchange Commission on July 20, 1998
Registration No. 333-46535
=====================================================================
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
-----------------
POST-EFFECTIVE AMENDMENT NO. 2
TO
FORM S-1
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
-----------------
WORKFLOW MANAGEMENT, INC.
(Exact name of registrant as specified in its charter)
-----------------
<TABLE>
<CAPTION>
<S> <C>
Delaware 2759 06-1507104
(State or other jurisdiction (Primary Standard Industrial (I.R.S. Employer
of incorporation of organization) Classification Code Number) Identification No.)
</TABLE>
240 Royal Palm Way
Palm Beach, Florida 33480
(561) 659-6551
(Address, including zip code, and telephone number, including area code, of
registrant's principal executive officers)
-----------------
Claudia S. Amlie, Esq.
Vice President and General Counsel
Workflow Management, Inc.
240 Royal Palm Way
Palm Beach, Florida 33480
(561) 659-6551
(Name, address, including zip code, and telephone number, including area code,
of agent for service)
Copies of communications to:
Gus J. James, II, Esq.
Kaufman & Canoles
One Commercial Place
Norfolk, Virginia 23514
Telephone No. (757) 624-3000
Facsimile No. (757) 624-3169
If this Form is filed to register additional securities for an offering
pursuant to Rule 462(b) under the Securities Act, please 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(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. [_]
=====================================================================
<PAGE>
The Registrant hereby amends this Registration Statement on Form S-1
(Reg. No. 333-46535) ("Registration Statement") to deregister and remove
from registration 85,374,732 shares of Workflow Management, Inc. Common
Stock, par value $.001 per share ("Company Common Stock"), that were not
issued and outstanding and therefore were not distributed in connection with
the distribution of Company Common Stock to holders of common stock of U.S.
Office Products Company as described in the Registration Statement.
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the
registrant has duly caused this amendment to Registration Statement to be signed
on its behalf by the undersigned, thereunto duly authorized, in the City of Palm
Beach, Florida, on the 20th day of July, 1998.
WORKFLOW MANAGEMENT, INC.
By: /s/ Thomas B. D'Agostino
-------------------------
Name: Thomas B. D'Agostino
Title: Chief Executive Officer
Pursuant to the requirements of the Securities Act of 1933, this amendment
to Registration Statement has been signed by the following persons in the
capacities and on the date indicated.
Each person named below constitutes and appoints Thomas B. D'Agostino
and Gus J. James, II as his true and lawful attorney-in-fact and agent, each
acting alone with full power of substitution and resubstitution, for him and
in his name, place and stead, in any and all capacities, to sign any
or all amendments (including post-effective amendments) to the Registration
Statement on Form S-1, and to any registration statement filed under
Securities and Exchange Commission Rule 462, and to file the same, with all
exhibits thereto, and all documents in connection therewith, with the
Securities and Exchange Commission, 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 he or she might or could do in person, hereby
ratifying and confirming all that said attorney-in-fact and agent, or his
substitute or resubstitute, may lawfully do or cause to be done by virtue
thereof.
<TABLE>
<CAPTION>
Signature Capacity Date
<S> <C>
/s/ Thomas B. D'Agostino Chief Executive Officer July 20, 1998
- ---------------------------------- (Principal Executive Officer);
Thomas B. D'Agostino Director
* Vice President and Chief Financial July 20, 1998
- ---------------------------------- Officer (Principal Financial and
Steven R. Gibson Accounting Officer)
* Director July 20, 1998
- ----------------------------------
Thomas A. Brown, Sr.
* Director July 20, 1998
- ----------------------------------
Gus J. James, II
* Director July 20, 1998
- ----------------------------------
Jonathan J. Ledecky
* Director July 20, 1998
- ----------------------------------
Timothy L. Tabor
* Director July 20, 1998
- ----------------------------------
F. Craig Wilson
* Thomas B. D'Agostino
- -----------------------
Attorney-in-Fact
</TABLE>
<TABLE> <S> <C>
<ARTICLE> 5
<S> <C>
<PERIOD-TYPE> YEAR
<FISCAL-YEAR-END> APR-25-1998
<PERIOD-END> APR-25-1998
<CASH> 234
<SECURITIES> 0
<RECEIVABLES> 59,187
<ALLOWANCES> (2,859)
<INVENTORY> 32,655
<CURRENT-ASSETS> 91,195
<PP&E> 58,624
<DEPRECIATION> (25,414)
<TOTAL-ASSETS> 146,678
<CURRENT-LIABILITIES> 57,570
<BONDS> 26,286
0
0
<COMMON> 0
<OTHER-SE> 59,491
<TOTAL-LIABILITY-AND-EQUITY> 146,678
<SALES> 353,351
<TOTAL-REVENUES> 353,351
<CGS> 260,299
<TOTAL-COSTS> 260,299
<OTHER-EXPENSES> 76,165
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 1,936
<INCOME-PRETAX> 14,951
<INCOME-TAX> 6,743
<INCOME-CONTINUING> 8,208
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 8,208
<EPS-PRIMARY> 0.51
<EPS-DILUTED> 0.50
</TABLE>
