<PAGE>
AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON MAY 1, 1998
REGISTRATION NO. 333-47505
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
------------------
AMENDMENT NO. 1
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>
<S> <C> <C>
DELAWARE 2759 06-1507104
(State or other jurisdiction of (Primary Standard Industrial (I.R.S. Employer
incorporation or organization) Classification Code Number) Identification Number)
</TABLE>
------------------
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)
STEVEN R. GIBSON
CHIEF FINANCIAL OFFICER
WORKFLOW MANAGEMENT, INC.
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 offices)
----------------------
<TABLE>
<CAPTION>
COPIES TO:
<S> <C>
GEORGE P. STAMAS, ESQ. LELAND E. HUTCHINSON, ESQ.
WILMER, CUTLER & PICKERING JOHN L. MACCARTHY, ESQ.
2445 M STREET, N.W. WINSTON & STRAWN
WASHINGTON, D.C. 20037 35 W. WACKER DRIVE
TELEPHONE NO. (202) 663-6000 CHICAGO, ILLINOIS 60601
FACSIMILE NO. (202) 663-6363 TELEPHONE NO. (312) 558-5600
FACSIMILE NO. (312) 558-5700
</TABLE>
------------------
APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE OF SECURITIES 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, as amended (the "Securities Act"), 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, please check the following box
and list the Securities Act registration statement number of the earlier
effective registration statement for the 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 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,
please check the following box. / /
----------------------
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
PROPOSED
MAXIMUM AMOUNT OF
TITLE OF SECURITIES AGGREGATE REGISTRATION
TO BE REGISTERED OFFERING PRICE FEE (1)
<S> <C> <C>
Common Stock, par value $0.001 per share............................................. $50,000,000 $14,750
</TABLE>
(1) The Company has previously paid the Securities and Exchange Commission the
registration fee.
----------------------
THE REGISTRANT HEREBY AMENDS THIS REGISTRATION STATEMENT ON SUCH DATE OR
DATES AS MAY BE NECESSARY TO DELAY ITS EFFECTIVE DATE UNTIL THE REGISTRANT SHALL
FILE A FURTHER AMENDMENT WHICH SPECIFICALLY STATES THAT THIS REGISTRATION
STATEMENT SHALL THEREAFTER BECOME EFFECTIVE IN ACCORDANCE WITH SECTION 8(A) OF
THE SECURITIES ACT OR UNTIL THE REGISTRATION STATEMENT SHALL BECOME EFFECTIVE ON
SUCH DATE AS THE SECURITIES AND EXCHANGE COMMISSION, ACTING PURSUANT TO SAID
SECTION 8(A), MAY DETERMINE.
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
<PAGE>
SUBJECT TO COMPLETION, DATED May 1, 1998
INFORMATION CONTAINED HEREIN IS SUBJECT TO COMPLETION OR AMENDMENT. A
REGISTRATION STATEMENT RELATING TO THESE SECURITIES HAS BEEN FILED WITH THE
SECURITIES AND EXCHANGE COMMISSION. THESE SECURITIES MAY NOT BE SOLD NOR MAY
OFFERS TO BUY BE ACCEPTED PRIOR TO THE TIME THE REGISTRATION STATEMENT BECOMES
EFFECTIVE. THIS PROSPECTUS SHALL NOT CONSTITUTE AN OFFER TO SELL OR THE
SOLICITATION OF AN OFFER TO BUY NOR SHALL THERE BE ANY SALE OF THESE SECURITIES
IN ANY STATE IN WHICH SUCH OFFER, SOLICITATION OR SALE WOULD BE UNLAWFUL PRIOR
TO REGISTRATION OR QUALIFICATION UNDER THE SECURITIES LAWS OF ANY SUCH STATE.
<PAGE>
[LOGO]
SHARES
COMMON STOCK
All of the shares of Common Stock offered hereby (the "Offering")
are being sold by Workflow Management, Inc. (the "Company"). Prior to this
Offering, there has been no public market for the Common Stock of the Company.
It is currently estimated that the initial public offering price will be between
$ and $ per share. See "Underwriting" for information relating to the
method of determining the initial public offering price. The Company has applied
for quotation of the Common Stock on the Nasdaq National Market under the symbol
"WORK."
------------------
THE COMMON STOCK OFFERED HEREBY INVOLVES A HIGH DEGREE OF RISK.
SEE "RISK FACTORS" COMMENCING ON PAGE 6.
----------------
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES AND
EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION NOR HAS
THE COMMISSION OR ANY STATE SECURITIES COMMISSION PASSED UPON
THE ACCURACY OR ADEQUACY OF THIS PROSPECTUS. ANY
REPRESENTATION TO THE CONTRARY IS A CRIMINAL
OFFENSE.
<TABLE>
<CAPTION>
UNDERWRITING
PRICE TO DISCOUNTS AND PROCEEDS TO
PUBLIC COMMISSIONS(1) COMPANY(2)
<S> <C> <C> <C>
Per Share.................................................. $ $ $
Total(3)................................................... $ $ $
</TABLE>
(1) The Company has agreed to indemnify the Underwriters against certain
liabilities, including liabilities under the Securities Act of 1933, as
amended (the "Securities Act"). See "Underwriting."
(2) Before deducting offering expenses payable by the Company, estimated at
$ .
(3) The Company has granted the Underwriters a 30-day option to purchase up to
an additional shares of Common Stock solely to cover over-allotments,
if any. See "Underwriting." If such option is exercised in full, the total
Price to Public, Underwriting Discounts and Commissions and Proceeds to
Company will be $ , $ and $ , respectively.
------------------
The Common Stock is offered by the Underwriters, as stated herein, subject
to receipt and acceptance by
them and subject to their right to reject any order in whole or in part. It is
expected that delivery of such shares will be made through the offices of
BancAmerica Robertson Stephens, San Francisco, California, on or about
, 1998.
BANCAMERICA ROBERTSON STEPHENS
MORGAN STANLEY DEAN WITTER
SANDS BROTHERS & CO., LTD.
The date of this Prospectus is , 1998
<PAGE>
NO DEALER, SALES REPRESENTATIVE OR ANY OTHER PERSON HAS BEEN AUTHORIZED TO
GIVE ANY INFORMATION OR TO MAKE ANY REPRESENTATION IN CONNECTION WITH THIS
OFFERING OTHER THAN THOSE CONTAINED IN THIS PROSPECTUS, AND, IF GIVEN OR MADE,
SUCH INFORMATION OR REPRESENTATION MUST NOT BE RELIED UPON AS HAVING BEEN
AUTHORIZED BY THE COMPANY OR ANY UNDERWRITER. THIS PROSPECTUS DOES NOT
CONSTITUTE AN OFFER TO SELL, OR A SOLICITATION OF AN OFFER TO BUY, ANY
SECURITIES OTHER THAN THE REGISTERED SECURITIES TO WHICH IT RELATES OR AN OFFER
TO, OR SOLICITATION OF, ANY PERSON IN ANY JURISDICTION WHERE SUCH AN OFFER OR
SOLICITATION WOULD BE UNLAWFUL. NEITHER THE DELIVERY OF THIS PROSPECTUS NOR ANY
SALE MADE HEREUNDER SHALL, UNDER ANY CIRCUMSTANCES, CREATE ANY IMPLICATION THAT
THERE HAS BEEN NO CHANGE IN THE AFFAIRS OF THE COMPANY SINCE THE DATE HEREOF OR
THAT THE INFORMATION CONTAINED HEREIN IS CORRECT AS OF ANY DATE SUBSEQUENT TO
THE DATE HEREOF.
UNTIL , 1998 (25 DAYS AFTER THE DATE OF THIS PROSPECTUS), ALL
DEALERS EFFECTING TRANSACTIONS IN THE SHARES OF COMMON STOCK, WHETHER OR NOT
PARTICIPATING IN THIS DISTRIBUTION, MAY BE REQUIRED TO DELIVER A PROSPECTUS.
THIS DELIVERY REQUIREMENT IS IN ADDITION TO THE OBLIGATION OF DEALERS TO DELIVER
A PROSPECTUS WHEN ACTING AS UNDERWRITERS AND WITH RESPECT TO THEIR UNSOLD
ALLOTMENTS OR SUBSCRIPTIONS.
------------------
TABLE OF CONTENTS
<TABLE>
<CAPTION>
PAGE
-----
<S> <C>
Prospectus Summary......................................................................................... 1
Risk Factors............................................................................................... 6
The Spin-Offs From U.S. Office Products.................................................................... 15
Use of Proceeds............................................................................................ 21
Dividend Policy............................................................................................ 21
Dilution................................................................................................... 22
Capitalization............................................................................................. 23
Selected Financial Data.................................................................................... 24
Management's Discussion and Analysis of Financial Condition and Results of Operations...................... 27
Business................................................................................................... 34
Management................................................................................................. 42
Certain Transactions....................................................................................... 50
Principal Stockholders..................................................................................... 51
Description of Capital Stock............................................................................... 53
Shares Eligible for Future Sale............................................................................ 55
Underwriting............................................................................................... 56
Validity of Common Stock................................................................................... 57
Experts.................................................................................................... 57
Additional Information..................................................................................... 58
Index to Financial Statements.............................................................................. F-1
</TABLE>
------------------
The Company intends to furnish to its stockholders annual reports containing
audited financial statements examined by its independent public accountants and
quarterly reports containing unaudited consolidated financial statements for
each of the first three quarters of each fiscal year.
IN CONNECTION WITH THIS OFFERING, THE UNDERWRITERS MAY OVER-ALLOT OR EFFECT
TRANSACTIONS WHICH STABILIZE OR MAINTAIN THE MARKET PRICE OF THE COMMON STOCK OF
THE COMPANY AT A LEVEL ABOVE THAT WHICH MIGHT OTHERWISE PREVAIL IN THE OPEN
MARKET. SUCH TRANSACTIONS MAY BE EFFECTED ON THE NASDAQ NATIONAL MARKET. SUCH
STABILIZING, IF COMMENCED, MAY BE DISCONTINUED AT ANY TIME.
IN CONNECTION WITH THIS OFFERING, CERTAIN UNDERWRITERS (AND SELLING GROUP
MEMBERS) MAY ENGAGE IN PASSIVE MARKET MAKING TRANSACTIONS IN THE COMMON STOCK ON
THE NASDAQ NATIONAL MARKET IN ACCORDANCE WITH RULE 103 OF REGULATION M. SEE
"UNDERWRITING."
GetSmart-TM-, Informa-TM- and Imagenet-TM- are trademarks of the Company.
<PAGE>
PROSPECTUS SUMMARY
THE FOLLOWING SUMMARY IS QUALIFIED IN ITS ENTIRETY BY THE DETAILED
INFORMATION, INCLUDING "RISK FACTORS" AND THE CONSOLIDATED FINANCIAL STATEMENTS
OF THE COMPANY AND NOTES THERETO, THE UNAUDITED PRO FORMA COMBINED FINANCIAL
STATEMENTS OF THE COMPANY AND THE NOTES THERETO, AND THE FINANCIAL STATEMENTS OF
CERTAIN COMPANIES ACQUIRED BY THE COMPANY AND THE NOTES THERETO, APPEARING
ELSEWHERE IN THE PROSPECTUS. THIS PROSPECTUS CONTAINS FORWARD-LOOKING STATEMENTS
THAT INVOLVE RISKS AND UNCERTAINTIES. WHEN USED HEREIN, THE WORDS "ANTICIPATE,"
"BELIEVE," "ESTIMATE," "EXPECT," AND SIMILAR EXPRESSIONS ARE INTENDED TO
IDENTIFY SUCH FORWARD-LOOKING STATEMENTS. THE COMPANY'S ACTUAL RESULTS COULD
DIFFER MATERIALLY FROM THOSE DISCUSSED HEREIN. FACTORS THAT COULD CAUSE OR
CONTRIBUTE TO SUCH DIFFERENCES INCLUDE, BUT ARE NOT LIMITED TO, THOSE DISCUSSED
IN "RISK FACTORS," "MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
AND RESULTS OF OPERATIONS" AND "BUSINESS," AS WELL AS THOSE DISCUSSED ELSEWHERE
IN THIS PROSPECTUS. UNLESS OTHERWISE INDICATED, THE INFORMATION CONTAINED IN
THIS PROSPECTUS ASSUMES: (I) CONSUMMATION OF THE TRANSACTIONS DESCRIBED UNDER
"THE SPIN-OFFS FROM U.S. OFFICE PRODUCTS;" (II) AN INITIAL PUBLIC OFFERING PRICE
OF $ PER SHARE OF COMMON STOCK (REPRESENTING THE MIDPOINT OF THE PRICE
RANGE); (III) A DISTRIBUTION RATIO OF ONE SHARE OF COMMON STOCK FOR EVERY
SHARES OF U.S. OFFICE PRODUCTS COMPANY'S COMMON STOCK (THE "DISTRIBUTION
RATIO"); AND (IV) THAT THE UNDERWRITERS' OVER-ALLOTMENT OPTION WILL NOT BE
EXERCISED. UNLESS THE CONTEXT REQUIRES OTHERWISE, ALL REFERENCES TO THE COMPANY
(OR WORKFLOW MANAGEMENT) INCLUDE SFI CORP. ("SFI"), HANO DOCUMENT PRINTERS, INC.
("HANO"), UNITED ENVELOPE CO., INC. ("UE"), REX ENVELOPE CO., INC. ("REX"),
HUXLEY ENVELOPE CORP. ("HUXLEY"), POCONO ENVELOPE CORP. ("POCONO") (UE, REX,
HUXLEY AND POCONO ARE COLLECTIVELY REFERRED TO HEREAFTER AS "UNITED"), DATA
BUSINESS FORMS LIMITED ("DBF"), AND ASTRID OFFSET CORP. ("ASTRID"), WHOLLY-OWNED
DIRECT OR INDIRECT SUBSIDIARIES OF THE COMPANY, AS WELL AS ALL PREDECESSORS
THEREOF.
THE COMPANY
Workflow Management, Inc. (the "Company" or "Workflow Management") is an
integrated graphic arts company providing documents, envelopes and commercial
printing to more than 22,000 businesses in the United States and Canada. The
Company also offers various print and facilities management services, which
allow customers to realize cost savings by outsourcing non-core operations, as
well as design services and workflow analysis. Drawing on its position in the
industry and its experience in completing acquisitions, the Company seeks to
become a leading consolidator in the highly-fragmented graphic arts industry. In
the last ten years, the Company's senior management team successfully completed
the acquisition of 16 companies for Standard Forms, Inc., the predecessor to
SFI. Since the acquisition of SFI and Hano by the Print Management Division of
U.S. Office Products Company ("U.S. Office Products") in January 1997, that same
senior management team has continued its acquisition strategy by successfully
buying six additional companies. As a result, the enterprise has grown from
SFI's revenues and operating income of $115.1 million and $6.7 million,
respectively, for the year ended December 31, 1996, to the Company's revenues
and operating income of $345.4 million and $17.1 million, respectively, for the
twelve months ended January 24, 1998. The Company currently has over 2,000
employees and has 17 manufacturing facilities in seven states and five Canadian
Provinces, 26 distribution centers, eight print-on-demand centers and 59 sales
offices. Workflow Management intends to continue to pursue its aggressive
acquisition strategy to extend its geographic scope and market penetration, and
to increase sales to existing customers by cross-selling documents, envelopes
and commercial printing.
Workflow Management offers a full range of printed products which are either
manufactured by the Company or procured from one of the Company's more than
3,500 vendors. The Company's product line includes: (i) documents, such as
custom invoices, purchase orders, checks and labels; (ii) envelopes, including
specialty envelopes for uses such as credit card solicitations, annual reports,
direct mail and airline tickets; and (iii) commercial printing, such as product
and corporate brochures, personalized direct mail literature, catalogs,
directories and digital imaging. The Company's manufacturing base, combined with
its extensive vendor network and distribution capability, gives the Company
broad flexibility to meet customers' demands for printed products. For the nine
months ended January 24, 1998, approximately 55.2% of its revenues were derived
from products purchased by the Company for distribution, and 44.8% were derived
from products manufactured by the Company.
<PAGE>
Many of the Company's customers are attempting to reduce their overhead and
direct costs by focusing on core competencies and by outsourcing non-core
operations to specialists. The Company provides customers with print management
services that are designed to control the costs of procuring, storing and using
graphic arts in their business operations. As an outsourcing specialist for
print management services, Workflow Management enables its customers to reduce
costs and improve control by soliciting competitive bids, establishing more
efficient inventory levels and order quantities, and consolidating requisitions,
production and deliveries. The Company also performs design and procurement
services for its customers. In order to meet growing demand, Workflow Management
plans to continue to expand its product lines and services, and to promote its
print and facilities management services, which allow customers to outsource the
management of print products.
The Company believes its proprietary technology and systems are central to
its ability to capitalize effectively on industry outsourcing trends and provide
it with a significant competitive advantage. The Company has developed its
GetSmart and Informa transaction and information systems to support these
services and the Company's sales of print products. The GetSmart system provides
transaction, reporting and control capabilities to the Company and its customers
in the United States. The Informa system supports requisition, distribution and
imaging services with a control database and a variety of customer interfaces
for its customers in Canada, including the Imagenet Document Manager
("Imagenet") that provides access via the world wide web. In addition, using the
GetSmart and the Informa systems, the Company has the flexibility to integrate
future acquisitions and increase its customer base rapidly and seamlessly. In
addition, with its technology platform, Workflow Management believes that it is
able to position itself as a premier technology deployer, thus increasing the
Company's attractiveness to potential acquisition targets. The Company intends
to grant a license to U.S. Office Products for the Company's Imagenet
technology. See "Certain Transactions."
The document, envelope and commercial printing industries that comprise the
graphic arts businesses are highly fragmented, and the Company believes they are
ripe for consolidation. According to the Document Management Industries
Association, the market for documents was approximately $12.7 billion in 1996,
up from $11.1 billion in 1993. The U.S. market for envelopes, as measured by the
Envelope Manufacturers Association, was approximately $3.0 billion in 1996,
compared to $2.7 billion in 1993. According to the Printing Industries of
America trade association, the general commercial segment of the U.S. printing
industry shipped more than $88.0 billion of products in 1996, an increase of 8%
over 1995. Within the envelope industry, management believes there are
approximately 200 envelope manufacturers in the United States, and a much larger
number of regional and local custom and specialty envelope printers and
distributors. The commercial printing industry is composed of approximately
25,000 printing plants, 70% of which have fewer than 10 employees.
The Company intends to capitalize on consolidation opportunities primarily
in three business lines of the North American graphic arts industry: United
States printed products, United States envelopes and Canadian printed products.
The Company will focus on acquisition opportunities that complement and complete
its product line and service offerings. The Company believes that the greatest
consolidation opportunities exist among distribution companies in the graphic
arts industry. The Company plans to offer the customers of its newly acquired
companies its GetSmart and Informa systems and its full offering of print and
facilities management services. Workflow Management also plans to grow
internally by developing new products, cross-selling the full complement of the
Company's products and services to the customers of its subsidiaries (which
previously had limited product offerings) and implementing its transaction and
information systems throughout the Company.
Workflow Management was incorporated in the state of Delaware on February
13, 1998. The principal executive offices of the Company are located at 240
Royal Palm Way, Palm Beach, Florida 33480. Workflow Management's telephone
number is (561) 659-6551.
2
<PAGE>
WORKFLOW DISTRIBUTION
Prior to the completion of this Offering, shares of Workflow Management
Common Stock will be distributed to the stockholders of record on , 1998 of
U.S. Office Products (the "Workflow Distribution"). U.S. Office Products is
spinning off Workflow Management as part of a comprehensive restructuring plan
adopted by the U.S. Office Products Board of Directors, including modifications
of the Board of Directors since first adopting the plan (as so modified, the
"Strategic Restructuring Plan") in which U.S. Office Products is spinning off
the shares of the four companies (the "Spin-Off Companies") that conduct U.S.
Office Products' current print management, technology solutions, educational
supplies and corporate travel services businesses. (These spin-offs are
collectively referred to as the "Distributions.") See "The Spin-Offs From U.S.
Office Products."
THE OFFERING
<TABLE>
<S> <C>
Common Stock Offered by the Company....................................... shares(1)
Common Stock to be Outstanding after the Offering......................... shares(1)(2)
Use of Proceeds........................................................... For working capital and
general corporate
purposes, including
future acquisitions
Nasdaq National Market Symbol............................................. WORK
</TABLE>
- ------------------
(1) Excludes shares of Common Stock subject to the Underwriters'
over-allotment option.
(2) Excludes shares of Common Stock reserved for issuance upon the exercise of
stock options exercisable upon consummation of the Workflow Distribution.
See "Management--Replacement of Outstanding U.S. Office Products' Options"
and "--1998 Stock Incentive Plan."
3
<PAGE>
SUMMARY FINANCIAL DATA (1)
(In thousands, except per share data)
<TABLE>
<CAPTION>
FISCAL YEAR ENDED
NINE MONTHS ENDED
APRIL 26, ------------------------
FOUR MONTHS --------------------
YEAR ENDED DECEMBER 31, ENDED PRO
------------------------------------------ APRIL 30, FORMA JANUARY 25, JANUARY 24,
1992 1993 1994 1995(2) 1996 1997 1997(3) 1997 1998
--------- --------- --------- --------- ------------ --------- --------- ----------- -----------
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C>
STATEMENT OF INCOME
DATA:
Revenues................ $ 80,731 $ 121,463 $ 154,193 $ 309,426 $ 114,099 $ 327,381 $ 342,335 $ 239,751 $ 257,777
Cost of revenues........ 57,054 88,255 114,885 234,959 82,998 236,340 244,475 172,869 190,482
--------- --------- --------- --------- ------------ --------- --------- ----------- -----------
Gross profit............ 23,677 33,208 39,308 74,467 31,101 91,041 97,860 66,882 67,295
Selling, general and
administrative
expenses.............. 20,800 27,683 32,020 62,012 22,485 70,949 75,568 51,735 53,083
Non-recurring
acquisition costs..... 5,006 5,006 2,902
--------- --------- --------- --------- ------------ --------- --------- ----------- -----------
Operating income........ 2,877 5,525 7,288 12,455 8,616 15,086 17,286 12,245 14,212
Interest expense........ 904 1,328 2,048 5,370 1,676 4,561 3,647 3,910 1,665
Interest income......... (81) (116) (18) (25) (21) (9)
Other (income) expense.. 366 511 186 62 (151) 632 408 610 (205)
--------- --------- --------- --------- ------------ --------- --------- ----------- -----------
Income before provision
for (benefit from)
income taxes and
extraordinary items... 1,688 3,802 5,054 7,023 7,109 9,918 13,231 7,746 12,761
Provision for (benefit
from) income
taxes(4).............. 153 260 379 (33) 1,351 3,690 5,425 2,249 5,212
--------- --------- --------- --------- ------------ --------- --------- ----------- -----------
Income before
extraordinary items... 1,535 3,542 4,675 7,056 5,758 6,228 $ 7,806 5,497 7,549
---------
---------
Extraordinary items(5).. 700 798
--------- --------- --------- --------- ------------ --------- ----------- -----------
Net income.............. $ 1,535 $ 3,542 $ 4,675 $ 6,356 $ 5,758 $ 5,430 $ 5,497 $ 7,549
--------- --------- --------- --------- ------------ --------- ----------- -----------
--------- --------- --------- --------- ------------ --------- ----------- -----------
Per share amounts:
Basic:
Income from before
extraordinary
items............. $ 0.03 $ 0.08 $ 0.10 $ 0.12 $ 0.07 $ 0.07 $ 0.07(6) $ 0.06 $ 0.07
---------
---------
Extraordinary
items............. 0.01 0.01
--------- --------- --------- --------- ------------ --------- ----------- -----------
Net income.......... $ 0.03 $ 0.08 $ 0.10 $ 0.11 $ 0.07 $ 0.06 $ 0.06 $ 0.07
--------- --------- --------- --------- ------------ --------- ----------- -----------
--------- --------- --------- --------- ------------ --------- ----------- -----------
Diluted...............
Income from before
extraordinary
items............. $ 0.03 $ 0.08 $ 0.10 $ 0.12 $ 0.07 $ 0.07 $ 0.07(6) $ 0.06 $ 0.06
---------
---------
Extraordinary
items............. 0.01 0.01
--------- --------- --------- --------- ------------ --------- ----------- -----------
Net income.......... $ 0.03 $ 0.08 $ 0.10 $ 0.11 $ 0.07 $ 0.06 $ 0.06 $ 0.06
--------- --------- --------- --------- ------------ --------- ----------- -----------
--------- --------- --------- --------- ------------ --------- ----------- -----------
Weighted average shares
outstanding:..........
Basic................. 44,260 44,260 45,562 59,060 77,501 90,026 109,895(7) 85,978 114,758
Diluted............... 44,260 44,260 45,704 60,025 79,100 91,761 109,895(7) 87,824 117,185
OTHER DATA:
EBITDA(8)............... $ 3,702 $ 6,510 $ 9,023 $ 18,283 $ 12,350 $ 20,923 $ 24,162 $ 16,726 $ 19,220
<CAPTION>
PRO PRO PRO FORMA
FORMA FORMA JANUARY 24,
JANUARY 25, JANUARY 24, 1998, AS
1997(3) 1998(3) ADJUSTED(10)
----------- ----------- ------------
<S> <C> <C> <C>
STATEMENT OF INCOME
DATA:
Revenues................ $ 250,820 $ 263,960 $
Cost of revenues........ 178,983 193,104
----------- ----------- ------------
Gross profit............ 71,837 70,856
Selling, general and
administrative
expenses.............. 55,472 55,095
Non-recurring
acquisition costs..... 2,902
----------- ----------- ------------
Operating income........ 13,463 15,761
Interest expense........ 2,735 2,735
Interest income.........
Other (income) expense.. 445 (333)
----------- ----------- ------------
Income before provision
for (benefit from)
income taxes and
extraordinary items... 10,283 13,359
Provision for (benefit
from) income
taxes(4).............. 4,216 5,477
----------- ----------- ------------
Income before
extraordinary items... $ 6,067 $ 7,882 $
----------- ----------- ------------
----------- ----------- ------------
Extraordinary items(5)..
Net income..............
Per share amounts:
Basic:
Income from before
extraordinary
items............. $ 0.06(6) $ 0.07(6) $
----------- ----------- ------------
----------- ----------- ------------
Extraordinary
items.............
Net income..........
Diluted...............
Income from before
extraordinary
items............. $ 0.06(6) $ 0.07(6) $
----------- ----------- ------------
----------- ----------- ------------
Extraordinary
items.............
Net income..........
Weighted average shares
outstanding:..........
Basic................. 109,895(7) 109,895(7)
Diluted............... 109,895(7) 109,895(7)
OTHER DATA:
EBITDA(8)............... $ 18,730 $ 21,486
</TABLE>
<TABLE>
<CAPTION>
DECEMBER 31,
------------------------------------------ APRIL 30, APRIL 26,
1992 1993 1994 1995 1996 1997
--------- --------- --------- --------- --------- ---------
<S> <C> <C> <C> <C> <C> <C>
BALANCE SHEET DATA:
Working capital............................................ $ 6,005 $ 7,264 $ 8,583 $ 20,127 $ 23,378 $ 16,910
Total assets............................................... 26,543 48,374 51,357 120,630 117,949 125,108
Short-term debt payable to U.S. Office Products............ 23,622
Long-term debt, less current portion....................... 4,632 9,632 7,355 28,812 28,108 6,034
Long-term debt payable to U.S. Office Products............. 561
Stockholders' equity....................................... 7,459 11,675 12,889 24,719 29,120 47,780
<CAPTION>
JANUARY 24, 1998
-----------------------------------
PRO FORMA
PRO AS ADJUSTED
ACTUAL FORMA(9) (10)
--------- --------- -------------
<S> <C> <C> <C>
BALANCE SHEET DATA:
Working capital............................................ $ 25,370 $ 43,958 $
Total assets............................................... 127,105 143,073
Short-term debt payable to U.S. Office Products............ 17,658
Long-term debt, less current portion....................... 5,498 40,638
Long-term debt payable to U.S. Office Products............. 1,905
Stockholders' equity....................................... 55,979 55,979
</TABLE>
- ------------------
(1) The historical financial information of the businesses that were acquired
in business combinations accounted for under the pooling-of-interests
method (the "Pooled Companies") has been combined on a historical cost
basis in accordance with generally accepted accounting principles ("GAAP")
to present this financial data as if the Pooled Companies had always been
members of the same operating group. The financial information of the
businesses acquired in the business combinations accounted for under the
purchase method (the "Purchased Companies") is included from the dates of
their respective acquisitions. The pro forma financial information reflects
completed acquisitions through May 1, 1998. See Note 4 of the Company's
Notes to Consolidated Financial Statements for a description of the number
and accounting treatment of the acquisitions by the Company.
(2) The results for the year ended December 31, 1995 include the results of
DBF, one of the Pooled Companies, from its date of incorporation on
February 8, 1995.
(3) Gives effect to the Distribution and the purchase acquisitions completed by
the Company since May 1, 1996 as if all such transactions had been made on
May 1, 1996. The pro forma statement of income data are not necessarily
indicative of the operating results that would have been achieved had these
events actually then occurred and should not be construed as representative
of future operating results.
(4) Certain Pooled Companies were organized as subchapter S corporations prior
to the closing of their acquisitions by the Company and, as a result, the
federal tax on their income was the responsibility of their individual
stockholders. Accordingly, the specific Pooled Companies provided no
federal income tax expense prior to these acquisitions by the Company.
(5) Extraordinary items represent the losses associated with the early
terminations of credit facilities at one Pooled Company, net of the related
income tax benefits.
4
<PAGE>
(6) Pro forma net income per share is pro forma income before extraordinary
items per share.
(7) For calculation of the pro forma weighted average shares outstanding for
the fiscal year ended April 26, 1997 and for the nine months ended January
24, 1998 and January 25, 1997, see Note 2(i) of Notes to Pro Forma Combined
Financial Statements included herein.
(8) EBITDA represents earnings (losses) before interest, income taxes,
depreciation, amortization and extraordinary items. EBITDA is provided
because it is a measure commonly used in the industry. EBITDA is not a
measure of financial performance under GAAP and should not be considered an
alternative to net income as a measure of performance or to cash flow as a
measure of liquidity. EBITDA is not necessarily comparable with similarly
titled measures for other companies.
(9) Gives effect to the Distribution and purchase acquisition of Astrid as if
such transactions had been made on January 24, 1998. The pro forma balance
sheet data are not necessarily indicative of the financial position that
would have been achieved had these events actually then occurred and should
not be construed as representative of future financial position.
(10) Adjusted to give effect to the sale by the Company of shares of
Common Stock offered hereby at the assumed initial public offering price
and the anticipated application of the estimated net proceeds therefrom.
See "Use of Proceeds."
5
<PAGE>
RISK FACTORS
In addition to the other information in this Prospectus, the following
factors should be considered in evaluating the Company and its business before
purchasing shares of Common Stock offered hereby.
POTENTIAL VOLATILITY OF STOCK PRICE AND OTHER RISKS ASSOCIATED WITH SHARES
ELIGIBLE FOR IMMEDIATE SALE
As a result of the Workflow Distribution, stockholders of U.S. Office
Products will acquire shares of Common Stock that are freely tradeable at the
time of this Offering without restrictions or further registration under the
Securities Act, except that any shares held by "affiliates" of Workflow
Management within the meaning of the Securities Act will be subject to the
resale limitations of Rule 144 promulgated under the Securities Act ("Rule
144"). Because the Workflow Distribution is being made to existing stockholders
of U.S. Office Products who have not made an affirmative decision to invest in
the Company's Common Stock there can be no assurance that some or all of these
stockholders will not sell the shares of Common Stock that they receive into the
market shortly after the Workflow Distribution. In addition, U.S. Office
Products is included in certain broad-based indices tracked by a number of
investment companies and other institutional investors, and such investors can
be expected to sell the shares of Common Stock they receive in the Workflow
Distribution shortly thereafter.
A "when-issued" trading market in the Common Stock may develop immediately
upon the Workflow Distribution. Such trading could increase the volatility of,
and adversely affect the market price of, the Common Stock.
In addition, upon completion of this Offering and the Workflow Distribution,
the Company will have outstanding (i) shares of Common Stock issued in this
Offering, all of which will be freely tradeable unless held by affiliates of the
Company, and (ii) immediately exercisable options to acquire shares of Common
Stock. Certain executive officers and directors of the Company have agreed (the
"Lock-Up Agreements") not to sell or otherwise dispose of their shares of Common
Stock for a period of 180 days following this Offering without the consent of
BancAmerica Robertson Stephens. The Company intends to register the shares of
Common Stock reserved for issuance pursuant to its stock incentive plan as soon
as practicable following the closing of this Offering. Following this Offering
and the Workflow Distribution, in view of the large number of shares
freely-tradeable and available for immediate sale, the market for the Company's
Common Stock could be highly volatile and the trading price of the Common Stock
could be adversely affected. See "Shares Eligible for Future Sale."
ABSENCE OF HISTORY AS A STAND-ALONE COMPANY
The Company is the result of the consolidation by U.S. Office Products of
nine separate companies engaged in the graphic arts industry. The operations of
Workflow Management as a stand-alone, consolidated entity may place significant
demands on the Company's management, operational and technical resources. Prior
to the Workflow Distribution, certain general and administrative functions
relating to the Company's business (such as legal and accounting) were handled
by U.S. Office Products. The Company's future performance will depend on its
ability to function as a stand-alone entity, to finance and manage expanding
operations, and to adapt its information systems to changes in its business. In
addition, Workflow Management will not be able to rely on the purchasing power
of U.S. Office Products and, therefore, may not be able to obtain the same
volume discounts for products and services that are available to U.S. Office
Products. As a result, the Company's expenses may be higher than when it was a
part of U.S. Office Products, and the Company may experience disruptions it
would not encounter as a part of U.S. Office Products. Furthermore, the
financial information included herein may not necessarily reflect the results of
operations and financial condition of Workflow Management had it been a
separate, stand-alone entity during the periods presented, or is indicative of
future results of operations and financial condition of the Company.
6
<PAGE>
DEPENDENCE UPON ACQUISITIONS FOR FUTURE GROWTH
One of the Company's strategies is to increase its revenues and the markets
it serves through the acquisition of additional graphic arts businesses. There
can be no assurance that suitable candidates for acquisitions can be identified
or, if suitable candidates are identified, that acquisitions can be completed on
acceptable terms, if at all. Prior to the Workflow Distribution, the Company's
acquisitions were completed with substantial business, legal and accounting
assistance from U.S. Office Products' and the acquisitions were primarily paid
for with U.S. Office Products' common stock. The pace of the Company's
acquisition program may be adversely affected by the absence of U.S. Office
Products support for the acquisitions. In addition, Workflow Management intends
to use Common Stock to pay for certain of its acquisitions and, therefore, if
the owners of potential acquisition candidates are not willing to receive shares
of Common Stock of the Company in exchange for their businesses, the Company's
acquisition program could be adversely affected. Moreover, the consolidation of
the North American graphic arts industry has reduced the number of larger
companies available for sale, which could lead to higher prices being paid for
the acquisition of the remaining domestic, independent companies. In addition,
Workflow Management is subject to limitations on the number of shares of capital
stock it can issue without jeopardizing the tax-free treatment of the Workflow
Distribution. Limitations on the Company's ability to issue shares of capital
stock could also adversely affect the Company's acquisition strategy. See
"--Possible Limitations on Issuances of Common Stock," "--Material Amount of
Goodwill" and "--Inability to Use Pooling of Interests Accounting."
RISKS RELATED TO INTEGRATION OF ACQUISITIONS
Integration of acquired companies may involve a number of special risks that
could have a material adverse effect on the Company's operations and financial
performance, including adverse short-term effects on its reported operating
results (including those adverse short-term effects caused by severance payments
to employees of acquired companies, restructuring charges associated with the
acquisitions and other expenses associated with a change of control, as well as
non-recurring acquisition costs including accounting and legal fees, investment
banking fees, recognition of transaction-related obligations and various other
acquisition-related costs); diversion of management's attention; difficulties
with retention, hiring and training of key personnel; risks associated with
unanticipated problems or legal liabilities; and amortization of acquired
intangible assets. Furthermore, although Workflow Management conducts due
diligence and generally requires representations, warranties and
indemnifications from the former owners of acquired companies, there can be no
assurance that such owners will have accurately represented the financial and
operating conditions of their companies. If an acquired company's financial or
operating results were misrepresented, the acquisition could have a material
adverse effect on the results of operations and financial condition of Workflow
Management.
RISKS RELATED TO ACQUISITION FINANCING; ADDITIONAL DILUTION
Workflow Management currently intends to finance its future acquisitions by
using shares of its Common Stock, cash, borrowed funds or a combination thereof.
If the Common Stock does not maintain a sufficient market value, if the price of
Common Stock is highly volatile, or if potential acquisition candidates are
otherwise unwilling to accept Common Stock as part of the consideration for the
sale of their businesses, Workflow Management may be required to use more of its
cash resources or more borrowed funds in order to initiate and maintain its
acquisition program. If Workflow Management does not have sufficient cash
resources, its growth could be limited unless it is able to obtain additional
capital through debt or equity offerings. However, the use of equity offerings
in connection with the Workflow Distribution will also be subject to certain
limitations on the number of shares that Workflow Management can issue without
jeopardizing the tax-free treatment of the Workflow Distribution. See
"--Possible Limitations on Issuances of Common Stock." Prior to the Workflow
Distribution, Workflow Management was not responsible for obtaining external
sources of funding. There can be no assurance that Workflow
7
<PAGE>
Management, as a stand-alone company, will be able to obtain such financing if
and when it is needed or that any such financing will be available on terms it
deems acceptable.
The Company will have 150 million authorized shares of Common Stock, a
portion of which could be available (subject to the rules and regulations of
federal and state securities laws, limitations under U.S. federal income tax
laws and the rules of the Nasdaq Stock Market) to finance acquisitions without
obtaining stockholder approval for such issuances. Existing stockholders may
suffer dilution if the Company uses Common Stock as consideration for future
acquisitions. Moreover, the issuance of additional shares of Common Stock may
have a negative impact on earnings per share and may negatively impact the
market price of the Common Stock.
MATERIAL AMOUNT OF GOODWILL
Approximately $14.2 million, or 9.9%, of the Company's pro forma total
assets as of January 24, 1998, represents intangible assets, the significant
majority of which is goodwill. Goodwill represents the excess of cost over the
fair market value of net assets acquired in business combinations accounted for
under the purchase method. The Company amortizes goodwill on a straight line
method over a period of 40 years with the amount amortized in a particular
period constituting a non-cash expense that reduces the Company's net income.
The Company will be required to periodically evaluate the recoverability of
goodwill by reviewing the anticipated undiscounted future cash flows from the
operations of the acquired companies and comparing such cash flows to the
carrying value of the associated goodwill. If goodwill becomes impaired, the
Company would be required to write down the carrying value of the goodwill and
incur a related charge to its income. A reduction in net income resulting from
the amortization or write down of goodwill could have a material and adverse
impact upon the market price of the Common Stock.
INABILITY TO USE POOLING OF INTERESTS ACCOUNTING
Generally accepted accounting principles require that an entity be
autonomous for a period of two years before it is eligible to complete business
combinations under the pooling-of-interests method. As a result of the Company
being a wholly-owned subsidiary of U.S. Office Products prior to the Workflow
Distribution, the Company will be unable to satisfy this criteria for a period
of two years following the Workflow Distribution. Therefore, the Company will be
precluded from completing business combinations under the pooling-of-interests
method for a period of two years and any business combinations completed by the
Company during such period will be accounted for under the purchase method
resulting in the recording of goodwill. The amortization of the goodwill will
reduce net income reported by the Company below that which would have been
reported if the pooling of interests method had been used by the Company.
ATTRACTION AND RETENTION OF PERSONNEL
The Company's senior management team does not have experience operating a
public company. Timothy L. Tabor is expected to resign as Executive Vice
President of U.S. Office Products Print Management Division and Executive Vice
President and Chief Operating Officer of SFI and Hano prior to the Workflow
Distribution. Therefore, the Company is recruiting a qualified individual to
perform the functions associated with these positions. Mr. Tabor is a member of
the Board of Directors of the Company. There can be no assurance that the
Company will be successful in hiring, integrating or retaining such an
individual. Steven R. Gibson assumed the position of Vice President of Finance
and Chief Financial Officer of the Company on April 8, 1998.
The Company's operations depend on the continued efforts of Thomas B.
D'Agostino, its Chief Executive Officer, its other executive officers and the
senior management of certain of its subsidiaries. Furthermore, the Company's
operations will likely depend on the senior management of certain of the
companies that may be acquired in the future. If any of these people becomes
unable to continue in his or
8
<PAGE>
her present role, or if the Company is unable to attract and retain other
skilled employees, its business could be adversely affected. The Company does
not have key man life insurance covering any of its executive officers or other
members of senior management of its subsidiaries.
In addition, Jonathan J. Ledecky will serve as a director and an employee of
Workflow Management and is expected to provide services to Workflow Management
after the Workflow Distribution pursuant to an agreement entered into between
Mr. Ledecky and U.S. Office Products which provides that the Company and the
other Spin-Off Companies will succeed to certain rights of, and obligations
under, such agreement following the Workflow Distribution and an expected
employment agreement with the Company. See "Management--Ledecky Services
Agreement." Mr. Ledecky will also serve as a director of each of the other
Spin-Off Companies, and is the director or an officer of other public companies.
Mr. Ledecky may be unable to devote substantial time to the activities of
Workflow Management.
DEPENDENCE ON INTELLECTUAL PROPERTY RIGHTS; RISKS OF INFRINGEMENT
The Company's success and ability to compete depends in part upon its
proprietary technology, trademarks and copyrights. Workflow Management regards
the software underlying its GetSmart, Imagenet and Informa systems as
proprietary, and relies primarily on trade secrets, copyright and trademark law
to protect these proprietary rights. The Company has registered some of its
trademarks, and has no patents issued nor applications pending. Existing trade
secret and copyright laws afford the Company only limited protection.
Unauthorized parties may attempt to copy aspects of the Company's software or to
obtain and use information that Workflow Management regards as proprietary.
Policing unauthorized use of the Company's software is difficult. Workflow
Management generally enters into confidentiality and assignment agreements with
its employees, and generally controls access to and distribution of its
software, documentation and other proprietary information. Despite these
precautions, it may be possible for a third party to copy or otherwise obtain
and use the Company's services or technology without authorization, or to
develop similar services or technology independently. Workflow Management is not
aware that any of its software, trademarks or other proprietary rights infringe
the proprietary rights of third parties. However, there can be no assurance that
third parties will not assert infringement claims against Workflow Management in
the future. Any such claims, with or without merit, can be time consuming and
expensive to defend and may require the Company to enter into royalty or
licensing agreements or cease the alleged infringing activities. See
"Business--Print Management."
EFFECTS OF CHANGES IN DEMAND FOR DOCUMENTS; CYCLICALITY
Historically, the Company's operating results have depended heavily on sales
of documents. For the fiscal year ended April 26, 1997, and for the nine months
ended January 24, 1998, sales of documents accounted for approximately 56% and
49%, respectively, of the Company's net sales. Workflow Management anticipates
that document sales will continue to account for a significant percentage of the
Company's sales for the foreseeable future. An important element of the
Company's business strategy is to continue its growth in document sales by
continuing to acquire other document companies, hiring experienced sales
representatives, attracting new customers and increasing sales to existing
customers. The overall document industry has not grown in the last few years,
although demand for certain products, such as laser forms, pressure-sensitive
labels, form/label combinations and single-part cut-sheet mailers has increased.
Accordingly, for Workflow Management to continue its growth in document sales,
it must increase its market share and respond to changes in demand in the
overall document industry. No assurance can be given that Workflow Management
will be successful in increasing its market share or responding to shifts in
demand. The failure by the Company to do so could have a material adverse effect
on its business, financial condition or results of operations.
In addition, the document industry historically has been affected by general
economic and industry cycles that have materially and adversely affected
distributors and manufacturers of documents. No assurance can be given as to the
effect of a continuation of, or change in, such business cycles on the
9
<PAGE>
Company's business, financial condition or results of operations. The delay or
inability of Workflow Management to respond to changing economic cycles could
have a material adverse effect on the Company's business, financial condition or
results of operations. See "Management's Discussion and Analysis of Financial
Condition and Results of Operations" and "Business--Business Strategy."
RISKS ASSOCIATED WITH CANADIAN OPERATIONS
Workflow Management has significant operations in Canada. Net sales from the
Company's Canadian operations accounted for approximately 37% of the Company's
total net sales in the fiscal year ended April 26, 1997. As a result, Workflow
Management is subject to certain risks inherent in conducting business
internationally, including fluctuations in currency exchange rates. Workflow
Management is also subject to risks associated with the imposition of protective
legislation and regulations, including those resulting from trade or foreign
policy. In addition, because of the Company's Canadian operations, significant
revenues and expenses are denominated in Canadian dollars. Changes in exchange
rates may have a significant effect on the Company's business, financial
condition and results of operations. Workflow Management does not currently
engage in currency hedging transactions.
UNITED STATES POSTAL RATES; ALTERNATIVE DELIVERY MEDIA
The Company's operating results depend, to a significant extent, on sales of
envelopes. Sales of envelopes accounted for approximately 31% of the Company's
net sales for the fiscal year ended April 26, 1997. Because the great majority
of envelopes used in the United States are sent through the mail, postal rates
are a significant factor affecting the growth of envelope usage. Historically,
increases in postal rates, relative to changes in the cost of alternative
delivery means and/or advertising media, have resulted in temporary reductions
in the growth rate of mail sent. For example, third class postal rates increased
approximately 50% and 14% in 1991 and 1995, respectively, contributing to a
substantial leveling off in the growth rate of third class mail sent during the
periods following such increases. If postal rates increase, mail volume could
decline, which could reduce revenue from the Company's sale of envelopes and
reduce the Company's earnings and cash flow.
In addition, alternative delivery media may affect the demand for envelopes.
As the current trend towards usage of the Internet and other electronic media by
consumers for such purposes as paying utility and credit card bills grows,
Workflow Management expects the demand for envelopes for such purposes to
decline. Although management believes that overall demand for envelopes,
particularly the custom and specialty envelopes Workflow Management focuses on,
will continue to grow at rates comparable to recent historical levels,
competition from alternative media may reduce demand for envelopes, and the
Company's revenues from the sale of envelopes may decrease, which could reduce
the Company's earnings and cash flow.
IMPACT OF FLUCTUATIONS IN PAPER PRICES
Paper prices represent a substantial portion of the cost of producing
documents, envelopes and commercial printing distributed and manufactured by
Workflow Management. Accordingly, prevailing paper prices can have a significant
impact on the Company's sales. The timing of increases or decreases in paper
prices and any subsequent change in prices charged to the Company's customers
could have a material adverse effect on the Company's revenues and gross
margins. Although Workflow Management has generally been able to pass increases
in paper costs on to its customers, for competitive or other reasons, the
Company cannot offer any assurance that it will be able to pass all or a portion
of any future paper price or other cost increases on to its customers. If
Workflow Management were unable to pass on these costs, profit margins would
decrease, which could reduce earnings and cash flow. Moreover, an increase in
the Company's prices for the products it distributes, resulting from a
pass-through of increased paper costs, could reduce the volume of units sold by
the Company, and decrease the Company's revenues.
10
<PAGE>
Due to the significance of paper to most of the Company's products, Workflow
Management is dependent upon the availability of paper. During periods of tight
paper supply, many paper producers allocate shipments of paper based on the
historical purchase levels of customers. There can be no assurance that the
Company's document and envelope businesses would not be materially adversely
affected if either Workflow Management or its vendors experienced difficulty in
obtaining adequate quantities of paper in the future. See "Management's
Discussion and Analysis of Financial Condition and Results of Operations."
UNIONIZED WORKFORCE
Approximately 31% of the Company's employees in the United States and
approximately 8% of the Company's employees in Canada are covered by collective
bargaining agreements. There can be no assurance that strikes or work stoppages
will not occur in the future. Strikes or work stoppages and the resultant
adverse impact on the Company's relationship with its customers could have a
material adverse effect on the Company's business, financial condition and
results of operations. In addition, the Company's acquisition strategy could be
adversely affected because of its union status for a variety of reasons,
including without limitation, incompatibility with a target's existing unions
and reluctance of non-union targets to become affiliated with a union based
company. See "Business--Employees."
COSTS AND RISKS OF LOSS RELATING TO ENVIRONMENTAL REGULATION
The Company's operations and real property are subject to U.S. and Canadian
federal, state, provincial and local environmental laws and regulations,
including those governing the use, storage, treatment, transportation and
disposal of solid and hazardous materials, the emission or discharge of such
materials into the environment, and the remediation of contamination associated
with such disposal or emissions (collectively "Environmental Laws"). Workflow
Management utilizes certain hazardous and non-hazardous materials such as
washes, inks, alcohol-based products, fountain solution, photographic fixer and
developer solutions, machine and hydraulic oils and solvents. While management
believes that the Company's current operations are in substantial compliance
with Environmental Laws, there can be no assurance that all potential
environmental liabilities have been identified, or that future uses, conditions
or legal requirements (including, without limitation, those that may result from
future acts or omissions or changes in applicable Environmental Laws) will not
materially adversely affect the Company's business or operations. See
"Business-Environmental Regulations."
POTENTIAL LIABILITY FOR TAXES RELATED TO THE DISTRIBUTIONS
In connection with the Distributions, U.S. Office Products will enter into a
tax allocation agreement with the Spin-Off Companies (the "Tax Allocation
Agreement"), which will provide that the Spin-Off Companies will jointly and
severally indemnify U.S. Office Products for any losses associated with taxes
related to the Distributions ("Distribution Taxes") if an action or omission (an
"Adverse Tax Act") of any of the Spin-Off Companies materially contributes to a
final determination that any or all of the Distributions are taxable. Workflow
Management will also enter into a tax indemnification agreement with the other
Spin-Off Companies (the "Tax Indemnification Agreement"), under which the
Spin-Off Company that is responsible for the Adverse Tax Act will indemnify the
other Spin-Off Companies for any liability to indemnify U.S. Office Products
under the Tax Allocation Agreement. As a consequence, Workflow Management will
be liable for any Distribution Taxes resulting from any Adverse Tax Act by
Workflow Management and liable (subject to indemnification by the other Spin-Off
Companies) for any Distribution Taxes resulting from an Adverse Tax Act by the
other Spin-Off Companies. If there is a final determination that any or all of
the Distributions are taxable and it is determined that there has not been an
Adverse Tax Act by either U.S. Office Products or any of the Spin-Off Companies,
U.S. Office Products and each of the Spin-Off Companies will be liable for its
pro rata portion of the Distribution Taxes based on the value of each company's
common stock after the Distributions. As a result, the Company could become
liable for a
11
<PAGE>
pro rata portion of any Distribution Taxes with respect to not only the Workflow
Distribution but also any of the other Distributions. See "The Spin-Offs From
U.S. Office Products--Tax Allocation Agreement and Tax Indemnification
Agreement" and "The Spin-Off from U.S. Office Products--U.S. Federal Income Tax
Consequences of the Distributions" for a detailed discussion of the Tax
Allocation Agreement and the Tax Indemnification Agreement and the U.S. Federal
Income Tax Consequences of the Distributions.
POSSIBLE LIMITATIONS ON ISSUANCES OF COMMON STOCK
U.S. Office Products and Workflow Management will represent to Wilmer,
Cutler & Pickering, for purposes of its tax opinion (the "Tax Opinion"), that
the Common Stock that will be issued in this Offering, together with all
Workflow Management capital stock that could be issued pursuant to the exercise
of options and other agreements that may be exercised within one year of the
Workflow Distribution, represents in the aggregate less than 20% of the Workflow
Management capital stock that would be outstanding after this Offering and the
exercise of all such options and other agreements. U.S. Office Products and
Workflow Management will also represent to Wilmer, Cutler & Pickering that there
are no written or oral agreements or understandings, in effect prior to the
Workflow Distribution, under which Workflow Management may be required to issue
Common Stock after the Workflow Distribution, other than agreements covering the
stock referenced in the previous sentence and agreements covering other stock
options granted as compensation for services. Workflow Management has
accordingly not been able, prior to the Workflow Distribution, to enter into any
acquisition or other agreement or understanding requiring issuance of additional
Common Stock.
In addition, Section 355(e) of the Internal Revenue Code of 1986, as amended
(the "Code"), which was added in 1997, generally provides that a company that
distributes shares of a subsidiary in a spin-off that is otherwise tax-free will
incur U.S. federal income tax liability if 50% or more, by vote or value, of the
capital stock of either the company making the distribution or the spun-off
subsidiary is acquired by one or more persons acting pursuant to a plan or
series of related transactions that includes the spin-off. Stock acquired by
certain related persons is aggregated in determining whether the 50% test is
met. There is a presumption that any acquisition occurring two years before or
after the spin-off is pursuant to a plan that includes the spin-off. However,
the presumption may be rebutted by establishing that the spin-off and such
acquisition are not part of a plan or series of related transactions. As a
result of the provisions of Section 355(e), there can be no assurance that
issuances of stock by Workflow Management, including issuances in connection
with an acquisition of another business by Workflow Management, will not create
a tax liability for U.S. Office Products.
Workflow Management has entered into the Tax Allocation Agreement and the
Tax Indemnification Agreement pursuant to which Workflow Management will be
liable to U.S. Office Products and the other Spin-Off Companies if its actions
or omissions materially contribute to a final determination that the Workflow
Distribution is taxable. See "The Spin-Offs From U.S. Office Products--Tax
Allocation Agreement and Tax Indemnification Agreement."
These limitations could adversely affect the pace of Workflow Management's
acquisitions and its ability to issue Common Stock for other purposes, including
equity offerings.
EMERGING ALTERNATIVE TECHNOLOGIES
Electronic forms and electronic data interchange technologies have recently
been introduced. There can be no assurance that such emerging technologies will
not have a material adverse effect on the Company or on the document industry.
Over the last several years, the document industry has undergone a transition as
a result of the increased usage of desk top publishing and laser printer
technology, which has led to a decreased demand for certain document products.
The continuation of such technological changes, or the development of other
trends that decrease demand for documents, could have a material adverse effect
on the Company's business, financial condition or results of operations.
12
<PAGE>
COMPETITION
Workflow Management competes for retail sales of documents and envelopes
against other independent distributors and against manufacturers' direct sales
organizations. In commercial printing, the Company also competes with
manufacturers' direct sales organizations, independent brokers, advertising
agencies and design firms. The principal competitive factors in the graphic arts
industry are price, quality, selection, services, production capacity, delivery
and customer support.
Although Workflow Management often competes with smaller businesses, it also
competes against the largest competitors in the North American documents
industry, such as Moore Corporation Ltd., Reynolds & Reynolds Company, Standard
Register Company and Wallace Computer Services, Inc., and the largest
competitors in the U.S. envelope industry, such as Mail-Well, Westvaco and
Tension Envelope Company. The largest competitors for commercial printing
include direct sales organizations of Graphic Industries, Inc., R. R. Donnelley
& Sons, Quebecor, Inc. and World Color Press, Inc. Most of these competitors
have substantially greater financial resources than the Company.
INABILITY TO ASSIGN CONTRACTS
In connection with the Workflow Distribution, certain operating companies
(the "Predecessor Companies") will be reorganized into new business entitities
(the "Successor Companies"). The Predecessor Companies have entered into
numerous contracts, including leases, employment and services contracts that
will require the consents of the other parties to assignment of such contracts
to the Successor Companies. Failure to obtain any or all of such consents could
result in loss of benefits under leases or employment contracts, or loss of
revenues or the acceleration of obligations thereunder or under other contracts.
There can be no assurance that any of the parties to contracts with Predecessor
Companies will consent to the assignment of these contracts to the Successor
Companies. Inability to assign any or all of these contracts may have a material
adverse effect on the Successor Companies and Workflow as a whole.
NO DIVIDENDS
Workflow Management does not expect to pay cash dividends on its Common
Stock in the foreseeable future. See "Dividend Policy."
DILUTION
Purchasers of Common Stock in this Offering will sustain a substantial and
immediate dilution of $ per share, based on the assumed initial public
offering price. In addition, the exercise of outstanding stock options after
this Offering could have a further dilutive effect. See "Dilution."
ABSENCE OF PUBLIC MARKET
Prior to the Workflow Distribution and this Offering, it is anticipated that
there will be no public market for the Common Stock. The initial public offering
price of the Common Stock offered hereby will be determined through negotiations
among the Company and the underwriters of this Offering and may not be
indicative of the market price for the Common Stock after this Offering. See
"Underwriting." The trading price of the Common Stock could be subject to wide
fluctuations in response to variations in the Company's quarterly operating
results, changes in earnings estimates by analysts, conditions in the Company's
businesses, general market or economic conditions or other factors. In addition,
in recent years the stock market has experienced extreme price and volume
fluctuations. These fluctuations have had a substantial effect on the market
prices for many companies, often unrelated to the operating performance of the
specific companies. Such market fluctuations could have a material adverse
effect on the market price of the Common Stock. See "--Potential Volatility of
Stock Price and Other Risks Associated With Shares Eligible for Immediate Sale."
13
<PAGE>
RISK OF LOSS FROM POSSIBLE FAILURE TO ACHIEVE YEAR 2000 COMPLIANCE
Several of the Company's operating companies are using billing or other
software that is not Year 2000 compliant. The Company has not quantified the
costs of addressing its Year 2000 issues, but it believes that the necessary
adaptations of these systems can be completed in the next 18 months, and that
the costs of achieving compliance will not be material. If the Company is unable
to make the necessary adaptations on a timely basis, or if the costs are greater
than expected, the consequences of untimely resolution or the costs of complying
could have an adverse impact on the Company's business or operations.
14
<PAGE>
THE SPIN-OFFS FROM U.S. OFFICE PRODUCTS
Prior to the Offering, Workflow Management has been a wholly-owned
subsidiary of U.S. Office Products. At the time of this Offering, Workflow
Management will hold all of the business and assets of, and will be responsible
for substantially all of the liabilities associated with, U.S. Office Products
Print Management Division. Following this Offering the shares of Workflow
Management's Common Stock will be distributed to the stockholders of U.S. Office
Products of record on , 1998. U.S. Office Products is spinning off
Workflow Management as part of the Strategic Restructuring Plan in which U.S.
Office Products is spinning off the shares of the Spin-Off Companies that
conduct U.S. Office Products' current print management, technology solutions,
educational supplies and corporate travel services businesses. At the same time
as the Distributions, U.S. Office Products is repurchasing 37,037,037 shares
(including shares that may be issued on exercise of vested and unvested stock
options) of U.S. Office Products' common stock, in a tender offer and is selling
equity securities to an affiliate of an investment fund managed by Clayton,
Dubilier & Rice, Inc. ("CD&R"), which will give CD&R a 24.9% equity interest in
U.S. Office Products (but no interest in the Spin-Off Companies).
Regardless of the number of shares of U.S. Office Products' common stock
outstanding on the date of the Equity Investment, CD&R has contracted to
purchase a 24.9% equity interest in U.S. Office Products, including the shares
issued to CD&R (the "Initial CD&R Acquisition"). CD&R's percentage ownership of
U.S. Office Products will not increase or decrease depending on the actual
number of shares of U.S. Office Products' common stock outstanding on the
closing date of the Initial CD&R Acquisition. CD&R will receive special warrants
(the "Special Warrants") that would allow CD&R to maintain its 24.9% ownership
interest in U.S. Office Products if (i) any of its 5 1/2% convertible
subordinated notes due 2001 (the "2001 Notes") that remain outstanding after the
exchange offer for U.S. Office Products' common stock (the "2001 Note Offer")
were converted into U.S. Office Products' common stock at the conversion price
in effect after adjusting for U.S. Office Products' self-tender offer for
37,037,037 shares (including shares that may be issued on exercise of vested and
unvested stock options) of U.S. Office Products' common stock at $27.00 per
share (or, in the case of stock options, at $27.00 minus the exercise price of
the options) (the "Tender Offer") and the Distributions, or (ii) additional
shares are issued under contracts for acquisitions completed by U.S. Office
Products. CD&R will also receive warrants for Common Stock (the "Common Stock
Warrants"). The Common Stock Warrants would allow CD&R to increase its ownership
above 24.9%. The Common Stock Warrants will be exercisable at any time after the
second anniversary of the Initial CD&R Acquisition until the 12th anniversary of
that date.
Assuming (i) exercise of all currently exercisable outstanding options, and
(ii) all 2003 Notes of U.S. Office Products were converted in accordance with
their existing terms, in each case without any adjustment for the restructuring
transactions, and (a) exercise of the Special Warrants in full, and (b) exercise
of the Common Stock Warrants in full, CD&R could own approximately 34.7% of U.S.
Office Products' common stock on a fully diluted basis. U.S. Office Products
expects to make adjustments to the number and exercise price of outstanding
options, and of the conversion price of any 2001 Notes of U.S. Office Products
remaining after the 2001 Note Offer, and the tender offer by U.S. Office
Products for its 5 1/2% convertible subordinated notes due 2003 (the "2003
Notes") for a purchase price of 94.5% of the principal amount and accrued
interest (the "2003 Note Tender"), on account of the restructuring transactions,
and these adjustments will result in a greater number of shares that may be
issued upon exercise of the options and conversion of such notes. Although the
amount of these adjustments will not be known until after the completion of the
Strategic Restructuring Plan, the effect of these adjustments will be to reduce
CD&R's fully-diluted ownership interest in U.S. Office Products from the amounts
set forth above. If no currently exercisable outstanding options are exercised,
CD&R could own approximately 39.9% of outstanding U.S. Office Products' common
stock after implementation of the Strategic Restructuring Plan (assuming that
all of the 2001 Notes are exchanged in the 2001 Note Offer and all of the 2003
Notes are tendered in the 2003 Note Tender.)
15
<PAGE>
In connection with the Workflow Distribution, Workflow Management is
entering into a series of agreements with U.S. Office Products and the other
Spin-Off Companies to provide mechanisms for an orderly transition and to define
certain relationships among Workflow Management, U.S. Office Products and the
other Spin-Off Companies after the Workflow Distribution. These agreements are:
a distribution agreement (the "Distribution Agreement") among Workflow
Management, U.S. Office Products and the other Spin-Off Companies; the Tax
Allocation Agreement among Workflow Management, U.S. Office Products and the
other Spin-Off Companies; an employee benefits agreement (the "Employee Benefits
Agreement") among Workflow Management, U.S. Office Products and the other
Spin-Off Companies; and the Tax Indemnification Agreement among Workflow
Management and the other Spin-Off Companies. The terms of the Distribution
Agreement, Tax Allocation Agreement, Tax Indemnification Agreement and Employee
Benefits Agreement have not yet been finally determined. Those terms will be
agreed to while Workflow Management is a wholly-owned subsidiary of U.S. Office
Products. In addition, the agreement between U.S. Office Products and CD&R
relating to CD&R's investment in U.S. Office Products (the "Investment
Agreement") specifies certain terms of these agreements and provides that they
are subject to CD&R's reasonable approval. Therefore, they will not be the
result of arm's-length negotiations between independent parties.
Although the terms of the Distribution Agreement, Tax Allocation Agreement,
Tax Indemnification Agreement and Employee Benefits Agreement have not been
finally determined, Workflow Management currently expects that the terms will
include those described below. There can be no assurance that the terms of the
Distribution Agreement, Tax Allocation Agreement, Tax Indemnification Agreement
and Employee Benefits Agreement will not be less favorable to the stockholders
of Workflow Management than the terms set out below.
DISTRIBUTION AGREEMENT
TRANSFER OF SUBSIDIARIES AND ASSETS. The Distribution Agreement is expected
to provide for the transfer from U.S. Office Products to Workflow Management of
substantially all of the equity interests in the U.S. Office Products
subsidiaries that are engaged in the business of Workflow Management. It is also
expected to provide that the recovery on any claims that U.S. Office Products
may have against the persons who sold businesses to U.S. Office Products that
will become part of Workflow Management in connection with the Workflow
Distribution pursuant to the relevant acquisition agreements (the "Workflow
Acquisition Indemnity Claims") will be allocated between U.S. Office Products
and the applicable Spin-Off Company under a formula to be determined. In
addition, to the extent that the Workflow Acquisition Indemnity Claims are
secured by the pledge of stock of U.S. Office Products and the Spin-Off
Companies that is owned by persons who sold businesses to U.S. Office Products
that will become part of Workflow Management (and no previous claims have been
made against such shares), the pledged shares of Common Stock will be used,
subject to final resolution of the claim, to reimburse U.S. Office Products and
the applicable Spin-Off Company for their respective damages and expenses in
accordance with the relative allocation of recovery rights which will be
determined prior to the Workflow Distribution.
DEBT. The Distribution Agreement is expected to provide that Workflow
Management will have, at the time of the Workflow Distribution, $30.0 million of
debt plus the amount of any additional debt incurred after the date of the
Investment Agreement by U.S. Office Products or Workflow Management in
connection with acquired companies that will become subsidiaries of Workflow
Management. The Company estimates that the additional debt will be approximately
$15.6 million.
ASSUMPTION OF LIABILITIES. The Distribution Agreement is expected to
allocate and provide for the assumption of financial responsibility for
liabilities (other than taxes and employee benefit matters, which will be
governed by separate agreements) among U.S. Office Products, Workflow Management
and the other Spin-Off Companies. Workflow Management will be responsible for
(i) any liabilities arising out of or in connection with the businesses
conducted by Workflow Management and/or its subsidiaries, (ii) its liabilities
under the Distribution Agreement, Tax Allocation Agreement, Tax Indemnification
Agreement,
16
<PAGE>
Employee Benefits Agreement and related agreements, (iii) its liabilities for
the debt described above, (iv) certain securities liabilities, and (v) any
liabilities of U.S. Office Products relating to earn-out or bonus payments owed
by U.S. Office Products in respect of Workflow Management or its subsidiaries.
In addition, the Distribution Agreement is expected to provide for sharing of
certain liabilities among some or all of the parties. Each of U.S. Office
Products, Workflow Management and the other Spin-Off Companies will bear a
portion, on a basis to be determined, of (i) any liabilities of U.S. Office
Products under the securities laws arising from events prior to the
Distributions (other than claims relating solely to a specific Spin-Off Company
or relating specifically to the continuing businesses of U.S. Office Products),
(ii) U.S. Office Products' general corporate liabilities (other than debt,
except for that specifically allocated to the Spin-Off Companies) incurred prior
to the Distributions (I.E., liabilities not related to the conduct of a
particular distributed or retained subsidiary's business), and (iii) a portion
of transaction costs (including legal, accounting, investment banking and
financial advisory) and other fees incurred by U.S. Office Products in
connection with the Strategic Restructuring Plan equal to $1.0 million in the
case of each Spin-Off Company. U.S. Office Products estimates that legal,
financial advisory, investment banking, financing, accounting, printing, mailing
and other expenses (including the fees of U.S. Office Products' and Spin-Off
Companies' transfer agents) of the Strategic Restructuring Plan (including fees
and expenses), including the Distributions, will total approximately $75.0
million.
The Distribution Agreement is expected to provide that each party will
indemnify and hold all of the other parties harmless from any and all
liabilities for which the former assumed liability under the Distribution
Agreement. All indemnity payments will be subject to adjustment upward or
downward to take account of tax costs or tax benefits as well as insurance
proceeds. If there are any claims made under U.S. Office Products' existing
insurance policies, the amount of any deductible or retention will be allocated
by U.S. Office Products among the claimants in a fair and reasonable manner.
OTHER PROVISIONS. The Distribution Agreement is expected to have other
customary provisions including provisions relating to mutual release, access to
information, witness services, confidentiality and alternative dispute
resolution.
TAX ALLOCATION AGREEMENT AND TAX INDEMNIFICATION AGREEMENT
The Tax Allocation Agreement will provide that each Spin-Off Company will be
responsible for its respective share of U.S. Office Products' consolidated tax
liability for the years that each such corporation was included in U.S. Office
Products' consolidated U.S. federal income tax return. The Tax Allocation
Agreement also will provide for sharing, where appropriate, of state, local and
foreign taxes attributable to periods prior to the Distributions.
The Tax Allocation Agreement will further provide that the Spin-Off
Companies will jointly and severally indemnify U.S. Office Products for any
Distribution Taxes assessed against U.S. Office Products if an Adverse Tax Act
of any of the Spin-Off Companies materially contributes to a final determination
that any or all of the Distributions are taxable. Workflow Management will also
enter into the Tax Indemnification Agreement with the other Spin-Off Companies
under which the Spin-Off Company that is responsible for the Adverse Tax Act
will indemnify the other Spin-Off Companies for any liability to U.S. Office
Products under the Tax Allocation Agreement. As a consequence, Workflow
Management will be liable for any Distribution Taxes resulting from any Adverse
Tax Act by Workflow Management and liable (subject to indemnification by the
other Spin-Off Companies) for any Distribution Taxes resulting from an Adverse
Tax Act by the other Spin-Off Companies. If there is a final determination that
any or all of the Distributions are taxable and it is determined that there has
not been an Adverse Tax Act by either U.S. Office Products or any of the
Spin-Off Companies, each of U.S. Office Products and the Spin-Off Companies will
be liable for its pro rata portion of such Distribution Taxes based on the value
of each company's common stock after the Distributions. As a result, Workflow
Management could become liable for a pro rata portion of any Distribution Taxes
with respect to not only the Workflow Distribution but also any other
Distribution.
17
<PAGE>
EMPLOYEE BENEFITS AGREEMENT
In connection with the Distributions, U.S. Office Products expects to enter
into the Employee Benefits Agreement with the other Spin-Off Companies to
provide for an orderly transition of benefits coverage between U.S. Office
Products and the Spin-Off Companies. Pursuant to this agreement, the respective
Spin-Off Companies will retain or assume liability for employment-related claims
and severance for persons currently or previously employed by the respective
Spin-Off Companies and their subsidiaries, while U.S. Office Products and its
post-Distributions subsidiaries will retain or assume responsibility for their
current and previous employees.
The proposed Employee Benefits Agreement reflects U.S. Office Products'
expectation that each of the Spin-Off Companies will establish 401(k) plans for
their respective employees effective as of, or shortly after, the Distribution
Date and that U.S. Office Products will transfer 401(k) accounts to those plans
as soon as practicable. The proposed Employee Benefits Agreement also provides
for spinning off portions of U.S. Office Products' cafeteria plan that relate to
employees of the Spin-Off Companies (and their subsidiaries) and having those
spun-off plans assume responsibilities for claims submitted on or after the
Distributions.
U.S. FEDERAL INCOME TAX CONSEQUENCES OF THE DISTRIBUTIONS
Pursuant to the Tax Allocation Agreement and Tax Indemnification Agreement,
see "--Tax Allocation Agreement and Tax Indemnification Agreement," Workflow
Management could be liable for Distribution Taxes if any or all of the
Distributions fail to qualify as tax-free spin-offs under Section 355 of the
Code or are taxable under Section 355(e) of the Code.
THE TAX OPINION. Wilmer, Cutler & Pickering expects to deliver an opinion
(the "Tax Opinion") at the time of the Distributions stating that for U.S.
federal income tax purposes the Distributions will qualify as tax-free spin-offs
under Section 355 of the Code and will not be taxable under Section 355(e) of
the Code. U.S. Office Products will not complete the Distributions unless it
receives the Tax Opinion. The Tax Opinion will be based on the accuracy as of
the time of the Distributions of factual representations made by U.S. Office
Products, the Spin-Off Companies and CD&R, and certain other information, data,
documentation and other materials that Wilmer, Cutler & Pickering has deemed
necessary.
The Tax Opinion will represent Wilmer, Cutler & Pickering's best judgment of
how a court would rule. However, the Tax Opinion is not binding upon either the
IRS or any court. A ruling has not been, and will not be, sought from the IRS
with respect to the U.S. federal income tax consequences of the Distributions.
Assuming the Distributions qualify as tax-free spin-offs under Section 355
and are not taxable under Section 355(e), no gain or loss will be recognized by
U.S. Office Products as a result of the Distributions.
CONSEQUENCES OF FAILURE TO QUALIFY AS A TAX-FREE DISTRIBUTION. As noted
above, the Tax Opinion is not binding on the IRS or the courts. Prospective
stockholders should be aware that the requirements of Section 355 pertaining to
business purpose, active trade or business, and absence of a device for
distribution of earnings and profits, as well as the requirements of Section
355(e) pertaining to a plan or series of related transactions to acquire 50% or
more by vote or value of a company, are highly dependent on factual
interpretations, are to a significant extent subjective in nature, and have a
relative absence of authority addressing their application to the particular
facts presented by the Distributions. Accordingly, the IRS and/or a court could
reach a conclusion that differs from the conclusions in the Tax Opinion.
BUSINESS PURPOSE. In order for a Distribution to qualify as a tax-free
spin-off under Section 355, it must be motivated, in whole or substantial part,
by one or more corporate business purposes. U.S. Office Products will represent
that the Distributions were motivated, in whole or substantial part, to allow
U.S. Office Products and the Spin-Off Companies to adopt strategies and pursue
objectives that are more appropriate to their respective industries and stages
of growth; to allow the Spin-Off Companies to pursue
18
<PAGE>
independent acquisition programs with a more focused use of resources and, where
stock is used as consideration, to allow the Spin-Off Companies to provide stock
of a public company that is in the same industry as the business being acquired;
to allow U.S. Office Products and the Spin-Off Companies to offer their
respective employees more focused compensation packages; and to make possible
the Equity Investment which the Board of Directors of the Company concluded
would contribute to U.S. Office Products development, based on the skills and
experience of CD&R. Based on these representations and certain other
information, data, documentation and other materials, Wilmer, Cutler & Pickering
expects to deliver the Tax Opinion at the time of the Distributions stating that
each Distribution satisfies the business purpose requirement of Section 355.
However, although similar rationales have been accepted by the IRS in other
circumstances as sufficient to meet the business purpose requirement of Section
355, there can be no assurance that the IRS will not assert that the business
purpose requirement is not satisfied.
ACTIVE TRADE OR BUSINESS. In order for the distribution of the stock of a
Spin-Off Company (other than Navigant International, Inc. ("Navigant")) to
qualify as a tax-free spin-off under Section 355, both the Spin-Off Company and
U.S. Office Products must be engaged in an active trade or business that has
been actively conducted for the five-year period preceding the Distributions,
taking into account only businesses that have been acquired in transactions in
which no gain or loss was recognized. In order for the distribution of the stock
of Navigant to qualify as a tax-free spin-off under Section 355, substantially
all of the assets of Navigant must consist of the stock of Professional Travel
Corporation ("Profesional Travel"), and Professional Travel and U.S. Office
Products must meet the requirements described in the preceding sentences.
Whether current and historical business activity constitutes an active trade or
business, and whether any gain or loss should have been recognized in an
acquisition structured and reported as a nontaxable transaction, turn in some
instances on the application of subjective legal standards and on factual
determinations, such as intentions of the parties involved. Based on the
representations of U.S. Office Products and the Spin-Off Companies, Wilmer,
Cutler & Pickering expects to deliver the Tax Opinion at the time of the
Distributions stating that each Distribution will satisfy the active trade or
business requirement. However, because of the inherently subjective nature of
important elements of the active trade or business requirement, and because the
IRS may challenge the representations upon which Wilmer, Cutler & Pickering
relies, there can be no assurance that the IRS will not assert that the active
trade or business requirement is not satisfied.
ABSENCE OF A DEVICE FOR DISTRIBUTION OF EARNINGS AND PROFITS. A
Distribution will not qualify as a tax-free spin-off under Section 355 if the
Distribution was used principally as a device for the distribution of the
earnings and profits of U.S. Office Products or the Spin-Off Company. Treasury
regulations provide that this test is applied based on all the facts and
circumstances, including the presence or absence of factors described in the
Treasury Regulations as "device factors" and "nondevice factors." Application of
this test is uncertain in part because of its subjective nature. Based on the
representations of U.S. Office Products and the Spin-Off Companies, Wilmer,
Cutler & Pickering expects to deliver the Tax Opinion at the time of the
Distributions stating that none of the Distributions is a transaction used
principally as a device for the distribution of earnings and profits of either
U.S. Office Products or any of the Spin-Off Companies. However, because of the
inherently subjective nature of the device test (including the subjectivity
involved in assigning weight to various factors), and because the IRS may
challenge the representations upon which Wilmer, Cutler & Pickering relies,
there can be no assurance that the IRS will not assert that any or all of the
Distributions are transactions used principally as a device for the distribution
of earnings and profits.
EFFECT OF POST-DISTRIBUTION TRANSACTIONS. Section 355(e), which was added
in 1997, generally provides that a company that distributes shares of a
subsidiary in a spin-off that is otherwise tax-free will incur U.S. federal
income tax liability if 50% or more, by vote or value, of the capital stock of
either the company making the distribution or the subsidiary is acquired by one
or more persons acting pursuant to a plan or a series of related transactions
that includes the spin-off. Stock acquired by certain related persons is
aggregated in determining whether this 50% test is met. There is a presumption
that any acquisition of
19
<PAGE>
50% or more, by vote or value, of the capital stock of the company or the
subsidiary occurring two years before or after the spin-off is pursuant to a
plan that includes the spin-off. However, the presumption may be rebutted by
establishing that the spin-off and the acquisition are not part of a plan or a
series of related transactions. Based on the representations of U.S. Office
Products, CD&R and the Spin-Off Companies, and the assumption that no
Distribution is part of a plan that is outside the knowledge of U.S. Office
Products and the Spin-Off Companies pursuant to which one or more persons will
acquire directly or indirectly 50% or more by vote or value of the capital stock
of U.S. Office Products or of any Spin-Off Company, Wilmer, Cutler & Pickering
expects to deliver the Tax Opinion at the time of the Distributions stating that
the Distributions will not be taxable under Section 355(e). However, there can
be no assurance that the IRS will not assert that any or all of the
Distributions are taxable under Section 355(e).
If a Distribution fails to qualify as a tax-free spin-off or is taxable
under Section 355(e), U.S. Office Products will recognize gain equal to the
difference between the fair market value of the common stock of the Spin-Off
Company and U.S. Office Products adjusted tax basis in the common stock of the
Spin-Off Company (on the Distribution Date). If U.S. Office Products were to
recognize gain on one or more Distributions, such gain would likely be
substantial.
20
<PAGE>
USE OF PROCEEDS
The proceeds to the Company from the sale of the Common Stock offered
hereby, net of the estimated expenses and underwriting discounts and commissions
of this Offering, are expected to be approximately $ million ($
million if the Underwriters' over-allotment option is exercised in full),
assuming the initial public offering price. The Company will use the net
proceeds of this Offering for working capital and general corporate purposes,
including future acquisitions.
The Company has entered into a commitment letter with Bankers Trust Company
for a secured credit facility in the amount of $150.0 million. The Company
expects to close the credit facility prior to the closing of this Offering.
While the Company intends to make acquisitions in the future, it has not entered
into any agreement as of the date of this Prospectus to make any such
acquisitions. Pending the described uses, any remaining net proceeds will be
invested in short-term readily marketable interest-bearing securities,
interest-bearing bank accounts, certificates of deposit, money market
securities, U.S. government securities or mortgage-backed securities.
DIVIDEND POLICY
Workflow Management does not anticipate declaring and paying cash dividends
on the Common Stock in the foreseeable future. The decision whether to apply any
legally available funds to the payment of dividends on the Common Stock will be
made by the Board of Directors of the Company from time to time in the exercise
of its business judgment, taking into account the Company's financial condition,
results of operations, existing and proposed commitments for use of the
Company's funds and other relevant factors. The Company's ability to pay
dividends may be restricted from time to time by financial covenants in its
credit agreements.
21
<PAGE>
DILUTION
The pro forma net tangible book value of the Company as of ,
1998 was approximately $ million, or $ per share of Common Stock. Pro forma
net tangible book value per share is equal to the Company's total pro forma
tangible assets less its pro forma total liabilities, divided by the number of
shares of Common Stock outstanding. After giving effect to the sale by the
Company of shares of Common Stock offered hereby at the assumed initial
public offering price and the application of the estimated net proceeds
therefrom as described under "Use of Proceeds," the pro forma net tangible book
value of the Company at January 24, 1998 would have been approximately $
million, or approximately $ per share. This represents an immediate increase
of $ per share in the pro forma net tangible book value to existing
stockholders and an immediate dilution of $ per share in the pro forma net
tangible book value to new investors purchasing Common Stock in this Offering.
The following table illustrates the per share dilution to new investors:
<TABLE>
<S> <C> <C>
Assumed initial public offering price per share............ $
Pro forma net tangible book value per share before the
Offering............................................... $
Increase per share attributable to new investors.........
---------
Pro forma net tangible book value per share after the
Offering.................................................
---------
Dilution per share to new investors........................ $
---------
---------
</TABLE>
The foregoing computations assume no exercise of stock options to acquire
shares of Common Stock exercisable upon consummation of the Workflow
Distribution. To the extent that shares of Common Stock are issued upon exercise
of these options, the effect would be to increase the dilution to new investors.
See "Management--Replacement of Outstanding U.S. Office Products' Options" and
"1998 Stock Incentive Plan."
22
<PAGE>
CAPITALIZATION
The following table sets forth the capitalization of Workflow Management at
January 24, 1998: (i) on an actual basis; (ii) on a pro forma basis to reflect
the Workflow Distribution, the allocation of $30.0 million of debt plus $15.6
million of additional debt of the Company and the acquisition of Astrid; and
(iii) on a pro forma as adjusted basis to give effect to the sale by the Company
of the Common Stock offered hereby and after deduction of estimated offering
expenses and underwriting discounts and commissions and application of the net
proceeds therefrom. See "Use of Proceeds." This table should be read in
conjunction with "Management's Discussion and Analysis of Financial Condition
and Results of Operations," the historical consolidated financial statements and
the pro forma combined financial statements of the Company, and the related
notes to each thereof, included elsewhere in this Prospectus.
<TABLE>
<CAPTION>
JANUARY 24, 1998
--------------------------------------
PRO FORMA,
ACTUAL PRO FORMA AS ADJUSTED
--------- ----------- --------------
<S> <C> <C> <C>
(In thousands)
Short-term debt payable to U.S. Office Products....... $ 17,658 $ -- $ --
--------- ----------- -------
--------- ----------- -------
Long-term debt, less current portion.................. 5,498 40,638
Long-term debt payable to
U.S. Office Products................................. 1,905
Stockholder's equity:
Divisional equity................................... 47,726
Preferred Stock, $0.001 par value, 1,000,000 shares
authorized; no shares outstanding.................
Common Stock, $0.001 par value, 150,000,000 shares
authorized, no shares actual; shares pro
forma; shares pro forma, as adjusted(1)....... 110
Additional paid-in capital.......................... 47,616
Cumulative translation adjustment................... (1,365) (1,365)
Retained earnings................................... 9,618 9,618
--------- ----------- -------
Total stockholders' equity........................ 55,979 55,979
--------- ----------- -------
Total capitalization............................ $ 63,382 $ 96,617 $
--------- ----------- -------
--------- ----------- -------
</TABLE>
- ------------------
(1) Excludes shares of Common Stock reserved for issuance upon exercise of
options. See "Management--Replacement of Outstanding U.S. Office Products'
Options" and "--1998 Stock Incentive Plan."
23
<PAGE>
SELECTED FINANCIAL DATA
The historical Statement of Income Data for the years ended December 31,
1994 and 1995, the four months ended April 30, 1996 and the fiscal year ended
April 26, 1997 and the Balance Sheet Data at April 30, 1996 and 1997 have been
derived from Workflow Management's consolidated financial statements that have
been audited and are included elsewhere in this Prospectus. The historical
Statement of Income Data for the years ended December 31, 1992 and 1993 and the
Balance Sheet Data at December 31, 1992, 1993, 1994 and 1995 have been derived
from unaudited consolidated financial statements which are not included
elsewhere in this Prospectus. The Selected Financial Data for the nine months
ended January 25, 1997 and January 24, 1998 (except pro forma amounts) have been
derived from unaudited consolidated financial statements that appear elsewhere
in this Prospectus. These unaudited consolidated financial statements have been
prepared on the same basis as the audited consolidated financial statements and,
in the opinion of management, contain all adjustments, consisting of normal
recurring accruals, necessary for a fair presentation of the financial position
and results of operations for the periods presented.
The pro forma financial data give effect, as applicable, to the Workflow
Distribution and the acquisitions completed by Workflow Management between May
1, 1996 and May 1, 1998 as if all such transactions had been consummated on May
1, 1996. In addition, the pro forma information is based on available
information and certain assumptions and adjustments.
The Selected Financial Data provided herein should be read in conjunction
with the historical financial statements, including the notes thereto, the pro
forma financial information, including the notes thereto, and "Management's
Discussion and Analysis of Financial Condition and Results of Operations" that
appear elsewhere in this Prospectus.
24
<PAGE>
SELECTED FINANCIAL DATA(1)
(In thousands, except per share data)
<TABLE>
<CAPTION>
FISCAL YEAR ENDED
APRIL 26,
FOUR MONTHS --------------------
YEAR ENDED DECEMBER 31, ENDED PRO
------------------------------------------ APRIL 30, FORMA
1992 1993 1994 1995(2) 1996 1997 1997(3)
--------- --------- --------- --------- ------------- --------- ---------
<S> <C> <C> <C> <C> <C> <C> <C>
STATEMENT OF INCOME DATA:
Revenues.................................. $ 80,731 $ 121,463 $ 154,193 $ 309,426 $ 114,099 $ 327,381 $ 342,335
Cost of revenues.......................... 57,054 88,255 114,885 234,959 82,998 236,340 244,475
--------- --------- --------- --------- ------------- --------- ---------
Gross profit.............................. 23,677 33,208 39,308 74,467 31,101 91,041 97,860
Selling, general and administrative
expenses................................ 20,800 27,683 32,020 62,012 22,485 70,949 75,568
Non-recurring acquisition costs........... 5,006 5,006
--------- --------- --------- --------- ------------- --------- ---------
Operating income.......................... 2,877 5,525 7,288 12,455 8,616 15,086 17,286
Interest expense.......................... 904 1,328 2,048 5,370 1,676 4,561 3,647
Interest income........................... (81) (116) (18) (25)
Other (income) expense.................... 366 511 186 62 (151) 632 408
--------- --------- --------- --------- ------------- --------- ---------
Income before provision for (benefit from)
income taxes and extraordinary items.... 1,688 3,802 5,054 7,023 7,109 9,918 13,231
Provision for (benefit from) income
taxes(4)................................ 153 260 379 (33) 1,351 3,690 5,425
--------- --------- --------- --------- ------------- --------- ---------
Income before extraordinary items......... 1,535 3,542 4,675 7,056 5,758 6,228 $ 7,806
---------
---------
Extraordinary items(5).................... 700 798
--------- --------- --------- --------- ------------- ---------
Net income................................ $ 1,535 $ 3,542 $ 4,675 $ 6,356 $ 5,758 $ 5,430
--------- --------- --------- --------- ------------- ---------
--------- --------- --------- --------- ------------- ---------
Per share amounts:
Basic:
Income from before extraordinary
items............................... $ 0.03 $ 0.08 $ 0.10 $ 0.12 $ 0.07 $ 0.07 $ 0.07(6)
---------
---------
Extraordinary items................... 0.01 0.01
--------- --------- --------- --------- ------------- ---------
Net income............................ $ 0.03 $ 0.08 $ 0.10 $ 0.11 $ 0.07 $ 0.06 $
--------- --------- --------- --------- ------------- ---------
--------- --------- --------- --------- ------------- ---------
Diluted:
Income from before extraordinary
items............................... $ 0.03 $ 0.08 $ 0.10 $ 0.12 $ 0.07 $ 0.07 $ 0.07(6)
---------
---------
Extraordinary items................... 0.01 0.01
--------- --------- --------- --------- ------------- ---------
Net income............................ $ 0.03 $ 0.08 $ 0.10 $ 0.11 $ 0.07 $ 0.06
--------- --------- --------- --------- ------------- ---------
--------- --------- --------- --------- ------------- ---------
Weighted average shares outstanding
Basic................................. 44,260 44,260 45,562 59,060 77,501 90,026 109,895(7)
Diluted............................... 44,260 44,260 45,704 60,025 79,100 91,761 109,895(7)
OTHER DATA:
EBITDA(8)................................. $ 3,702 $ 6,510 $ 9,023 $ 18,283 $ 12,350 $ 20,923 $ 24,162
<CAPTION>
NINE MONTHS ENDED
-------------------------------------------------------------------
PRO PRO PRO FORMA
FORMA FORMA JANUARY 24,
JANUARY 25, JANUARY 24, JANUARY 25, JANUARY 24, 1998
1997 1998 1997(3) 1998(3) AS ADJUSTED(10)
----------- ----------- ----------- ----------- ---------------
<S> <C> <C> <C> <C> <C>
STATEMENT OF INCOME DATA:
Revenues.................................. $ 239,751 $ 257,777 $ 250,820 $ 263,960 $
Cost of revenues.......................... 172,869 190,482 178,983 193,104
----------- ----------- ----------- ----------- ---------------
Gross profit.............................. 66,882 67,295 71,837 70,856
Selling, general and administrative
expenses................................ 51,735 53,083 55,472 55,095
Non-recurring acquisition costs........... 2,902 2,902
----------- ----------- ----------- ----------- ---------------
Operating income.......................... 12,245 14,212 13,463 15,761
Interest expense.......................... 3,910 1,665 2,735 2,735
Interest income........................... (21) (9)
Other (income) expense.................... 610 (205) 445 (333)
----------- ----------- ----------- ----------- ---------------
Income before provision for (benefit from)
income taxes and extraordinary items.... 7,746 12,761 10,283 13,359
Provision for (benefit from) income
taxes(4)................................ 2,249 5,212 4,216 5,477
----------- ----------- ----------- ----------- ---------------
Income before extraordinary items......... 5,497 7,549 $ 6,067 $ 7,882 $
----------- ----------- ---------------
----------- ----------- ---------------
Extraordinary items(5)....................
----------- -----------
Net income................................ $ 5,497 $ 7,549
----------- -----------
----------- -----------
Per share amounts:
Basic:
Income from before extraordinary
items............................... $ 0.06 $ 0.07 $ 0.06(6) $ 0.07(6) $
----------- ----------- ---------------
----------- ----------- ---------------
Extraordinary items...................
----------- -----------
Net income............................ $ 0.06 $ 0.07 $
----------- -----------
----------- -----------
Diluted:
Income from before extraordinary
items............................... $ 0.06 $ 0.06 $ 0.06(6) $ 0.07(6) $
----------- ----------- ---------------
----------- ----------- ---------------
Extraordinary items...................
----------- -----------
Net income............................ $ 0.06 $ 0.06
----------- -----------
----------- -----------
Weighted average shares outstanding
Basic................................. 85,978 114,758 109,895(7) 109,895(7)
Diluted............................... 87,824 117,185 109,895(7) 109,895(7)
OTHER DATA:
EBITDA(8)................................. $ 16,726 $ 19,220 $ 18,730 $ 21,486
</TABLE>
<TABLE>
<CAPTION>
DECEMBER 31,
------------------------------------------
1992 1993 1994 1995
--------- --------- --------- ---------
<S> <C> <C> <C> <C> <C>
BALANCE SHEET DATA:
Working capital................................................................ $ 6,005 $ 7,264 $ 8,583 $ 20,127
Total assets................................................................... 26,543 48,374 51,357 120,630
Short-term debt payable to U.S. Office Products................................
Long-term debt, less current portion........................................... 4,632 9,632 7,355 28,812
Long-term debt payable to U.S. Office Products.................................
Stockholders' equity........................................................... 7,459 11,675 12,889 24,719
<CAPTION>
JANUARY 24, 1998
----------------------
APRIL 30, APRIL 26, PRO
1996 1997 ACTUAL FORMA(9)
----------- ----------- --------- -----------
<S> <C>
BALANCE SHEET DATA:
Working capital................................................................ $ 23,378 $ 16,910 $ 25,370 $ 43,958
Total assets................................................................... 117,949 125,108 127,105 143,073
Short-term debt payable to U.S. Office Products................................ 23,622 17,658
Long-term debt, less current portion........................................... 28,108 6,034 5,498 40,638
Long-term debt payable to U.S. Office Products................................. 561 1,905
Stockholders' equity........................................................... 29,120 47,780 55,979 55,979
<CAPTION>
PRO FORMA,
AS ADJUSTED (10)
----------------
BALANCE SHEET DATA:
Working capital................................................................ $
Total assets...................................................................
Short-term debt payable to U.S. Office Products................................
Long-term debt, less current portion...........................................
Long-term debt payable to U.S. Office Products.................................
Stockholders' equity...........................................................
</TABLE>
- ------------------
(1) The historical financial information of the Pooled Companies has been
combined on a historical cost basis in accordance with GAAP to present this
financial data as if the Pooled Companies had always been members of the
same operating group. The financial information of the Purchased Companies
is included from the dates of their respective acquisitions. The pro forma
financial information reflects completed acquisitions through May 1, 1998.
See Note 4 of the Company's Notes to Consolidated Financial Statements for
a description of the number and accounting treatment of the acquisitions by
the Company.
(2) The results for the year ended December 31, 1995 include the results of
DBF, one of the Pooled Companies, from its date of incorporation on
February 8, 1995.
(3) Gives effect to the Distribution and the acquisitions completed by the
Company since May 1, 1996 as if all such transactions had been made on May
1, 1996. The pro forma statement of income data are not necessarily
indicative of the operating results that would have been achieved had these
events actually then occurred and should not be construed as representative
of future operating results.
(4) Certain Pooled Companies were organized as subchapter S corporations prior
to the closing of their acquisitions by the Company and, as a result, the
federal tax on their income was the responsibility of their individual
stockholders. Accordingly, the specific Pooled Companies provided no
federal income tax expense prior to these acquisitions by the Company.
(5) Extraordinary items represent the losses associated with the early
terminations of credit facilities at one Pooled Company, net of the related
income tax benefits.
(6) Pro forma net income per share is pro forma income before extraordinary
items per share.
(7) For calculation of the pro forma weighted average shares outstanding for
the fiscal year ended April 26, 1997 and for the nine months ended January
24, 1998 and January 25, 1997, see Note 2(i) of Notes to Pro Forma Combined
Financial Statements included herein.
(8) EBITDA represents earnings (losses) before interest, income taxes,
depreciation, amortization and extraordinary items. EBITDA is provided
because it is a measure commonly used in the industry. EBITDA is not a
measure of financial performance under GAAP and should not be considered an
alternative to net income as a measure of performance or to cash flow as a
measure of liquidity. EBITDA is not necessarily comparable with similarly
titled measures for other companies.
25
<PAGE>
(9) Gives effect to the Distribution and the purchase acquisition of Astrid as
if such transactions had been made on January 24, 1998. The pro forma
balance sheet data are not necessarily indicative of the financial position
that would have been achieved had these events actually then occurred and
should not be construed as representative of future financial position.
(10) Adjusted to give effect to the sale by the Company of shares of
Common Stock offered hereby at the assumed initial public offering price
and the anticipated application of the estimated net proceeds therefrom.
See"Use of Proceeds."
26
<PAGE>
MANAGEMENT'S DISCUSSION AND ANALYSIS
OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
The following discussion and analysis contains forward-looking statements
that involve risks and uncertainties. When used herein, the words "anticipate,"
"believe," "estimate," "expect," and similar expressions are intended to
identify such forward-looking statements. The Company's actual results could
differ materially from those discussed herein. Factors that could cause or
contribute to such differences include, but are not limited to, those discussed
in "Risk Factors," "Management's Discussion and Analysis of Financial Condition
and Results of Operations," and "Business," as well as those discussed elsewhere
in this Prospectus.
OVERVIEW
Workflow Management is an integrated graphic arts company providing
documents, envelopes and commercial printing to more than 22,000 businesses in
the United States and Canada. U.S. Office Products acquired SFI and a related
company, Hano, on January 24, 1997. On April 25, 1997, U.S. Office Products
acquired United. On April 26, 1997, U.S. Office Products acquired DBF. On
February 26, 1998, U.S. Office Products acquired Astrid. Upon consummation of
the transactions described under the caption "The Spin-Offs From U.S. Office
Products," these companies will become direct or indirect wholly-owned
subsidiaries of Workflow Management.
Workflow Management's consolidated financial statements give retroactive
effect to the seven business combinations accounted for under the
pooling-of-interests method during the period from January 1997 through April
1997 (the "Pooled Companies") and include the results of the two companies
acquired in business combinations accounted for under the purchase method, each
from its acquisition date. Prior to their respective dates of acquisition by
U.S. Office Products, the Pooled Companies reported results for years ended on
December 31. Upon acquisition by U.S. Office Products and effective for the
fiscal year ended April 26, 1997 ("Fiscal 1997"), the Pooled Companies changed
their year-ends from December 31 to conform with U.S. Office Products' fiscal
year, which ends on the last Saturday of April. The following discussion should
be read in conjunction with Workflow Management's consolidated financial
statements and related notes thereto and pro forma financial statements and
related notes thereto appearing elsewhere in this Prospectus.
In accordance with generally accepted accounting principles, the Company
will be unable to utilize the pooling-of-interests method to account for
acquisitions for a period of two years following the completion of the Strategic
Restructuring Plan. During this period, the Company will not reflect any
non-recurring acquisition costs in its results of operations, as all costs
incurred of this nature would be related to acquisitions accounted for under the
purchase method and would, therefore, be capitalized as a portion of the
purchase consideration.
RESULTS OF OPERATIONS
The following table sets forth various items as a percentage of revenues for
the years ended December 31, 1994 and 1995, the fiscal year ended April 26, 1997
and for the nine months ended January 25, 1997 and January 24, 1998, as well as
for the fiscal year ended April 26, 1997 and for the nine months ended January
25, 1997 and January 24, 1998, on a pro forma basis reflecting the Workflow
Distribution and the results of the completed business combinations accounted
for under the purchase method as if such transactions had occurred on May 1,
1996.
27
<PAGE>
<TABLE>
<CAPTION>
FISCAL YEAR ENDED NINE MONTHS ENDED
YEAR ENDED -------------------------- ----------------------------
-------------------------------- PRO FORMA
DECEMBER 31, DECEMBER 31, APRIL 26, APRIL 26, JANUARY 25, JANUARY 24,
1994 1995 1997 1997 1997 1998
--------------- --------------- ----------- ------------- ------------- -------------
<S> <C> <C> <C> <C> <C> <C>
Revenues................................ 100.0% 100.0% 100.0% 100.0% 100.0% 100.0%
Cost of revenues........................ 74.5 75.9 72.2 71.4 72.1 73.9
----- ----- ----- ----- ----- -----
Gross profit.......................... 25.5 24.1 27.8 28.6 27.9 26.1
Selling, general and administrative
expenses.............................. 20.8 20.1 21.7 22.1 21.6 20.6
Non-recurring acquisition costs......... 1.5 1.5 1.2
----- ----- ----- ----- ----- -----
Operating income...................... 4.7 4.0 4.6 5.0 5.1 5.5
Interest expense, net................... 1.3 1.7 1.4 1.1 1.6 0.6
Other (income).......................... 0.1 0.2 0.3 (0.1)
----- ----- ----- ----- ----- -----
Income before provision for income taxes
and extraordinary items............... 3.3 2.3 3.0 3.9 3.2 5.0
Provision for income taxes.............. 0.3 1.1 1.6 0.9 2.1
----- ----- ----- ----- ----- -----
Income before extraordinary items....... 3.0 2.3 1.9 2.3 2.3 2.9
Extraordinary items--loss on early
terminations of credit facilities, net
of income taxes....................... 0.2 0.2
----- ----- ----- ----- ----- -----
Net income.............................. 3.0% 2.1% 1.7% 2.3% 2.3% 2.9%
----- ----- ----- ----- ----- -----
----- ----- ----- ----- ----- -----
<CAPTION>
PRO FORMA PRO FORMA
JANUARY 25, JANUARY 24,
1997 1998
------------- -------------
<S> <C> <C>
Revenues................................ 100.0% 100.0%
Cost of revenues........................ 71.4 73.2
----- -----
Gross profit.......................... 28.6 26.8
Selling, general and administrative
expenses.............................. 22.1 20.8
Non-recurring acquisition costs......... 1.1
----- -----
Operating income...................... 5.4 6.0
Interest expense, net................... 1.1 1.0
Other (income).......................... 0.2 (0.1)
----- -----
Income before provision for income taxes
and extraordinary items............... 4.1 5.1
Provision for income taxes.............. 1.7 2.1
----- -----
Income before extraordinary items....... 2.4 3.0
Extraordinary items--loss on early
terminations of credit facilities, net
of income taxes.......................
----- -----
Net income.............................. 2.4% 3.0%
----- -----
----- -----
</TABLE>
CONSOLIDATED RESULTS OF OPERATIONS
NINE MONTHS ENDED JANUARY 24, 1998 COMPARED TO NINE MONTHS ENDED JANUARY 25,
1997
Consolidated revenues increased 7.5%, from $239.8 million for the nine
months ended January 25, 1997, to $257.8 million for the nine months ended
January 24, 1998. This increase was primarily due to sales to a large new
account, passing on increased product costs to customers, increased sales to
existing customers and the purchase acquisition of FMI Graphics, Inc. in 1997,
which was subsequently merged into SFI.
Gross profit increased 0.6%, from $66.9 million, or 27.9% of revenues, for
the nine months ended January 25, 1997 to $67.3 million, or 26.1% of revenues,
for the nine months ended January 24, 1998. This decrease in gross profit as a
percentage of revenues was primarily due to inefficiencies related to the start-
up period of a large new account.
Selling, general and administrative expenses increased 2.6%, from $51.7
million, or 21.6% of revenues, for the nine months ended January 25, 1997 to
$53.1 million, or 20.6% of revenues, for the nine months ended January 24, 1998.
This decrease in selling, general and administrative expenses as a percentage of
revenues was primarily due to an increase in revenues combined with a decrease
in executive compensation at the subsidiary level.
The Company incurred non-recurring acquisition costs of $2.9 million for the
fiscal year ended January 25, 1997 in conjunction with business combinations
accounted for under the pooling-of-interests method. These non-recurring
acquisition costs included accounting, legal and investment banking fees, real
estate and environmental assessments and appraisals and various regulatory fees.
Generally accepted accounting principles ("GAAP") requires the Company to
expense all acquisition costs (both those paid by the Company and those paid by
the sellers of the acquired companies) related to business combinations
accounted for under the pooling-of-interests methods of accounting.
Interest expense, net of interest income, decreased 57.4%, from $3.9 million
for the nine months ended January 25, 1997 to $1.7 million for the nine months
ended January 24, 1998. The decrease was due primarily to the fact that a
portion of the debt outstanding during the nine months ended January 25, 1997
was repaid by U.S. Office Products upon acquisition of the Pooled Companies and
U.S. Office Products did not charge the Company interest on the long-term
portion of the payable balance.
28
<PAGE>
Other expense decreased $815,000 from other expense of $610,000 for the nine
months ended January 25, 1997, to other income of $205,000 for the nine months
ended January 24, 1998. The decrease is primarily the result of costs incurred
at one of the Pooled Companies, prior to January 25, 1997, relating to a
contemplated initial public offering that was aborted as a result of that
company's acquisition by U.S. Office Products.
Provision for income taxes increased from $2.2 million for the nine months
ended January 25, 1997 to $5.2 million for the nine months ended January 24,
1998, reflecting effective income tax rates of 29.0% and 40.8%, respectively.
The lower effective tax rate for the nine months ended January 25, 1997,
compared to the federal statutory rate of 35.0% plus state taxes, is the result
of certain of the companies included in the results not being subject to federal
income taxes on a corporate level as they had elected to be treated as
subchapter S corporations.
FISCAL YEAR ENDED APRIL 26, 1997 COMPARED TO YEAR ENDED DECEMBER 31, 1995
Consolidated revenues increased 5.8%, from $309.4 million in 1995, to $327.4
million in fiscal 1997. This increase was primarily due to sales to a large new
account, passing on increased product costs to customers and increased sales to
existing customers.
Gross profit increased 22.3%, from $74.5 million, or 24.1% of revenues, in
1995 to $91.0 million, or 27.8% of revenues, in fiscal 1997. The increase in
gross profit as a percentage of revenues was due primarily to cost reductions
resulting from an increased utilization of Company owned manufacturing
facilities and to increased rebates and purchase discounts from vendors.
Selling, general and administrative expenses increased 14.4%, from $62.0
million, or 20.1% of revenues, in 1995 to $70.9 million, or 21.7% of revenues,
in fiscal 1997. The increase in selling, general and administrative expenses as
a percentage of revenues was due primarily to an increase in fixed costs as a
result of expansions to Company facilities for anticipated future growth.
The Company incurred non-recurring acquisition costs of $5.0 million for the
fiscal year ended April 26, 1997 in conjunction with business combinations
accounted for under the pooling-of-interests method.
Interest expense, net of interest income, decreased 15.5%, from $5.4 million
in 1995 to $4.5 million in fiscal 1997. The decrease was due primarily to the
fact that a portion of the debt outstanding during 1995 was repaid by U.S.
Office Products upon acquisition of the Pooled Companies and U.S. Office
Products did not charge the Company interest on the long-term portion of the
payable balance.
Other expense increased $570,000, from $62,000 in 1995, to $632,000 in
fiscal 1997. Fiscal 1997 other expense consists primarily of costs incurred at
one of the Pooled Companies, prior to January 25, 1997, relating to a
contemplated initial public offering that was aborted as a result of that
company's acquisition by U.S. Office Products.
Provision for income taxes increased from a benefit of $33,000 in 1995 to an
expense of $3.7 million in fiscal 1997, reflecting effective income tax rates of
- -0.5% and 37.2%, respectively. The benefit from income taxes in 1995, compared
to the federal statutory rate of 35.0% plus state taxes, is the result of
certain of the companies included in the results not being subject to federal
income taxes on a corporate level as they had elected to be treated as
subchapter S corporations. In fiscal 1997, this effect was partially offset by
non-deductible non-recurring acquisition costs.
During fiscal 1997, the Company incurred an extraordinary item totaling
$798,000, which represented the expenses, net of the expected income tax
benefit, associated with the early termination of the credit facility at one of
the Pooled Companies during fiscal 1997.
29
<PAGE>
YEAR ENDED DECEMBER 31, 1995 COMPARED TO YEAR ENDED DECEMBER 31, 1994
Consolidated revenues increased 100.7%, from $154.2 million in 1994, to
$309.4 million in 1995. This increase was primarily due to a purchase
acquisition by one of the Pooled Companies in February 1995 (the "1995 Purchased
Company"), sales to new accounts and increased sales to existing customers.
Gross profit increased 89.4%, from $39.3 million, or 25.5% of revenues, in
1994 to $74.5 million, or 24.1% of revenues, in 1995. The increase in gross
profit was due primarily to the acquisition of the 1995 Purchased Company. The
decrease in gross profit as a percentage of revenues was due primarily to the
acquisition of the 1995 Purchased Company, which historically had lower gross
margins.
Selling, general and administrative expenses increased 93.7%, from $32.0
million, or 20.8% of revenues, in 1994 to $62.0 million, or 20.1% of revenues,
in 1995. The decrease in selling, general and administrative expenses as a
percentage of revenues was due primarily to increased revenues which were
generated without a correlating increase in selling, general and administrative
expense which were primarily fixed in nature.
Interest expense, net of interest income, increased 162.2%, from $2.0
million in 1994 to $5.4 million in fiscal 1995. The increase is due primarily to
financing obtained by one of the Pooled Companies to acquire the 1995 Purchased
Company.
Provision for income taxes decreased from $379,000 in 1994 to a benefit of
$33,000 in 1995, reflecting effective income tax rates of 7.5% and -0.5%,
respectively. The lower effective income tax rate in 1994 and the benefit from
income taxes in 1995, compared to the federal statutory rate of 35.0% plus state
taxes, is the result of certain of the companies included in the results not
being subject to federal income taxes on a corporate level as they had elected
to be treated as subchapter S corporations.
PRO FORMA COMBINED RESULTS OF OPERATIONS
The pro forma combined financial data discussed herein does not purport to
represent the results that the Company would have obtained had the transactions
which are the subject of pro forma adjustments occurred at the beginning of the
applicable periods, as assumed, or the future results of the Company.
NINE MONTHS ENDED JANUARY 24, 1998 COMPARED TO NINE MONTHS ENDED JANUARY 25,
1997
Pro forma revenues increased 5.2%, from $250.8 million for the nine months
ended January 25, 1997, to $264.0 million for the nine months ended January 24,
1998. This increase was primarily due to sales to a large new account, passing
on increased product costs to customers and increased sales to existing
customers.
Pro forma gross profit decreased 1.4%, from 71.8 million, or 28.6% of pro
forma revenues, for the nine months ended January 25, 1997, to $70.9 million, or
26.8% of pro forma revenues, for the nine months ended January 24, 1998. This
decrease in gross profit as a percentage of revenues was primarily due to
inefficiencies related to the start-up period of a large new account.
Pro forma selling, general and administrative expenses decreased 0.7%, from
$55.5 million, or 22.1% of pro forma revenues for the nine months ended January
25, 1997, to $55.1 million, or 20.8% of pro forma revenues for the nine months
ended January 24, 1998. The decrease in selling, general and administrative
expenses as a percentage of revenues was primarily due to spreading fixed costs
over a larger revenue base during the nine months ended January 24, 1998.
The provision for income taxes has been estimated using an effective income
tax rate of 41.0%, which represents anticipated federal and state income tax
rates.
30
<PAGE>
LIQUIDITY AND CAPITAL RESOURCES
At January 24, 1998, the Company had cash of $248,000 and working capital of
$25.4 million. The Company's capitalization, defined as the sum of long-term
debt, long-term payable to U.S. Office Products and stockholder's equity, at
January 24, 1998 was approximately $63.4 million. On a pro forma basis at
January 24, 1998, the Company had working capital of $44.0 million and
capitalization of $96.6 million.
During the nine months ended January 24, 1998, net cash provided by
operating activities was $6.0 million. Net cash used in investing activities was
$4.0 million, including $3.4 million of capital expenditures and the payment of
non-recurring acquisition costs of $906,000. Net cash used by financing
activities totaled 3.9 million which consisted entirely of the net repayment of
debt.
During the nine months ended January 25, 1997, net cash provided by
operating activities was $19.5 million. Net cash used in investing activities
was $7.7 million, including $7.4 million of capital expenditures. Net cash used
in financing activities totaled $10.6 million, consisting of the repayment of
debt of $22.4 million and the payment of dividends at Pooled Companies of $4.6
million which was partially offset by the $16.4 million capital contribution by
U.S. Office Products.
During the fiscal year ended April 26, 1997, net cash provided by operating
activities was $19.7 million. Net cash used in investing activities was $14.1
million, including $4.1 million of cash paid for non-recurring acquisition costs
and $9.5 million of capital expenditures. Net cash used in financing activities
totaled $4.7 million, consisting primarily of the repayment of debt of $17.2
million and the payment of dividends at Pooled Companies of $6.1 million,
partially offset by the $20.1 million capital contribution by U.S. Office
Products.
During the year ended December 31, 1995, net cash provided by operating
activities was $11.1 million. Net cash used in investing activities was $42.4
million, including $37.9 million of net cash paid in acquisitions and $5.9
million of capital expenditures. Net cash provided by financing activities
totaled $31.4 million, consisting primarily of an increase in debt of $35.8
million and the payment of dividends at Pooled Companies of $3.9 million.
During the year ended December 31, 1994, net cash provided by operating
activities was $6.1 million. Net cash used in investing activities was $123,000.
Net cash used in financing activities totaled $5.3 million, consisting primarily
of the payment of debt of $3.1 million and the payment of dividends at Pooled
Companies of $2.3 million.
Workflow Management has significant operations in Canada. Net sales and
income before provision for income taxes from the Company's Canadian operations
accounted for approximately 37.1% and 59.6% of the Company's total net sales and
income before provision for income taxes, respectively, in the fiscal year ended
April 26, 1997. As a result, Workflow Management is subject to certain risks
inherent in conducting business internationally, including fluctuations in
currency exchange rates. Changes in exchange rates may have a significant effect
on the Company's business, financial condition and results of operations. The
Company is currently reviewing certain hedge transaction options to mitigate the
effect of currency fluctuations.
Workflow Management's anticipated capital expenditures budget for the next
twelve months is approximately $10.0 million for new equipment and maintenance.
As a result of the provisions of Section 355 of the Code, the Company may be
subject to constraints in its ability to issue additional shares of Common Stock
in certain transactions for two years following the date of the Workflow
Distribution. In particular, if 50% or more, by vote or value, of the capital
stock of Workflow Management is acquired by one or more persons acting pursuant
to a plan or series of transactions that includes the spin-off transaction,
Workflow Management will suffer significant tax liability. Workflow Management
will evaluate any significant future issuance of capital stock to avoid the
imposition of such tax liability. See "Risk Factors--Possible Limitations on
Issuances of Common Stock."
31
<PAGE>
Workflow Management expects that the Distribution Agreement with U.S. Office
Products will call for an allocation of $45.6 million of debt by U.S. Office
Products resulting in the forgiveness of $20.1 million of debt at January 24,
1998, which will be reflected in the financial statements as a contribution of
capital by U.S. Office Products. The Company has entered into a commitment
letter for a secured $150.0 million revolving credit facility underwritten and
agented by Bankers Trust Company. The credit facility will mature five years
from closing of this Offering and will be secured by all assets of the Company.
The credit facility will be subject to terms and conditions typical of a credit
facility of such type and size, including certain financial covenants. Interest
rate options are available to the Company conditioned on certain leverage tests.
The maximum rate of interest will be the prime rate from time to time in effect.
Workflow Management expects that the credit facility will be adequate to repay
the debt allocated by U.S. Office Products and to fund working capital and
capital expenditure needs. Workflow Management expects that a portion of the
credit facility will also be available to fund the cash portion of future
acquisitions, subject to the maintenance of bank covenants.
The Company anticipates that its current cash on hand, cash flow from
operations, the net proceeds from this Offering and additional financing
available under the bank line of credit will be sufficient to meet the Company's
liquidity requirements for its operations for the next 12 months. However, the
Company intends to pursue acquisitions, which are expected to be funded through
cash, stock or a combination thereof. There can be no assurance that additional
sources of financing will not be required during the next 12 months or
thereafter.
FLUCTUATIONS IN QUARTERLY RESULTS OF OPERATIONS
Workflow Management's envelope business is subject to seasonal influences
from holiday mailings. As Workflow Management continues to complete
acquisitions, it may become subject to other seasonal influences if the
businesses it acquires are seasonal. Quarterly results also may be materially
affected by the timing of acquisitions, the timing and magnitude of costs
related to such acquisitions, variations in the prices paid by the Company for
the products it sells, the mix of products sold and general economic conditions.
Moreover, the operating margins of companies acquired may differ substantially
from those of Workflow Management, which could contribute to further fluctuation
in its quarterly operating results. Therefore, results for any quarter are not
necessarily indicative of the results that Workflow Management may achieve for
any subsequent fiscal quarter or for a full fiscal year.
The following tables set forth certain unaudited quarterly financial data
for the year ended December 31, 1995, the fiscal year ended April 26, 1997 and
the nine months ended January 24, 1998. The information has been derived from
unaudited consolidated financial statements, that in the opinion of
32
<PAGE>
management reflect adjustments, consisting only of normal recurring accruals,
necessary for a fair presentation of such quarterly information.
<TABLE>
<CAPTION>
QUARTER ENDED
----------------------------------------------
MARCH 31, JUNE 30, SEPT. 30, DEC. 31,
1995 1995 1995 1995
---------- ---------- ---------- ----------
<S> <C> <C> <C> <C>
(IN THOUSANDS)
Revenues........................................................................ $ 65,497 $ 80,595 $ 79,815 $ 83,519
Gross profit.................................................................... 15,770 19,361 19,229 20,107
Operating income................................................................ 2,681 3,296 3,306 3,172
Net income...................................................................... 1,789 1,529 1,744 1,294
</TABLE>
<TABLE>
<CAPTION>
QUARTER ENDED
----------------------------------------------
JULY 27, OCT. 26, JAN. 25, APRIL 26,
1996 1996 1997 1997
---------- ---------- ---------- ----------
<S> <C> <C> <C> <C>
Revenues........................................................................ $ 78,071 $ 80,227 $ 81,453 $ 87,630
Gross profit.................................................................... 21,717 22,518 22,647 24,159
Operating income................................................................ 4,650 6,085 1,510 2,841
Net income (loss)............................................................... 2,974 3,181 (658) (67)
</TABLE>
<TABLE>
<CAPTION>
QUARTER ENDED
----------------------------------
JULY 26, OCT. 25, JAN. 24,
1997 1997 1998
---------- ---------- ----------
<S> <C> <C> <C>
Revenues..................................................................................... $ 82,163 $ 88,884 $ 86,730
Gross profit................................................................................. 21,895 23,314 22,086
Operating income............................................................................. 4,975 4,842 4,395
Net income................................................................................... 2,703 2,582 2,264
</TABLE>
INFLATION
The Company does not believe that inflation has had a material impact on its
results of operations during 1994, 1995 or fiscal 1997.
NEW ACCOUNTING PRONOUNCEMENT
REPORTING COMPREHENSIVE INCOME. In June 1997, FASB issued SFAS No. 130,
"Reporting Comprehensive Income." SFAS No. 130 establishes standards for the
reporting and display of comprehensive income and its components (revenues,
expenses, gains and losses) in a full set of general purpose financial
statements. SFAS No. 130 requires that all items required to be recognized under
accounting standards as components of comprehensive income be reported in a
financial statement that is displayed with the same prominence as other
financial statements. SFAS No. 130 is effective for fiscal years beginning after
December 15, 1997. Reclassification of financial statements for earlier periods
provided for comparative purposes is required. Workflow Management intends to
adopt SFAS No. 130 in the fiscal year ending April 24, 1999.
YEAR 2000 ISSUE
Many existing computer programs were designed and developed without
considering the impact of the upcoming change in the century and consequently
use only two digits to identify a year in the date field. If not corrected, many
computer applications could fail or create erroneous results by or at the year
2000 (the "Year 2000 Issue"). The Company has reviewed the potential impact of
the Year 2000 Issue on its business, operations and financial condition and has
concluded that it will not be material.
The Company intends to have its proprietary software systems and related
services (known as GetSmart) Year 2000 ready by July 1998 and its proprietary
systems and related services (known as Informa) Year 2000 ready by the end of
the third fiscal quarter of 1998. With respect to the third party vendors
components, the Company will use its best efforts to replace third-party
software, hardware, and computer systems that is currently not Year 2000 ready
by December 31, 1999.
33
<PAGE>
BUSINESS
The following discussion and analysis contains forward-looking statements
that involve risks and uncertainties. When used herein, the words "anticipate,"
"believe," "estimate," "expect," and similar expressions are intended to
identify such forward-looking statements. The Company's actual results could
differ materially from those discussed herein. Factors that could cause or
contribute to such differences include, but are not limited to, those discussed
in "Risk Factors," "Management's Discussion and Analysis of Financial Condition
and Results of Operations," and "Business," as well as those discussed elsewhere
in this Prospectus.
COMPANY OVERVIEW
Workflow Management is an integrated graphic arts company providing
documents, envelopes and commercial printing to more than 22,000 businesses in
the United States and Canada. The Company also offers various print and
facilities management services which allow customers to realize cost savings by
outsourcing non-core operations, as well as design services and workflow
analysis. Drawing on its position in the industry and its experience in
completing acquisitions, the Company seeks to become a leading consolidator in
the highly-fragmented graphic arts industry. In the last ten years, the
Company's senior management team successfully completed the acquisition of 16
companies for Standard Forms, Inc., the predecessor to SFI. Since the
acquisition of SFI and Hano by the Print Management Division of U.S. Office
Products in January 1997, that same management team has continued its
acquisition strategy by successfully buying six additional companies. As a
result, the enterprise has grown from SFI's revenues and operating income of
$115.1 million and $6.7 million, respectively, for the year ended December 31,
1996, to the Company's revenues and operating income of $345.4 million and $17.1
million, respectively, for the twelve months ended January 24, 1998. The Company
currently has over 2,000 employees and has 17 manufacturing facilities in seven
states and five Canadian Provinces, 26 distribution centers, eight print-on-
demand centers and 59 sales offices. Workflow Management intends to continue to
pursue its aggressive acquisition strategy to extend its geographic scope and
market penetration and to increase sales to existing customers by cross-selling
documents, envelopes and commercial printing.
Workflow Management offers a full range of printed products which are either
manufactured by the Company or procured from one of the Company's more than
3,500 vendors. The Company's product line includes: (i) documents, such as
custom invoices, purchase orders, checks and labels; (ii) envelopes, including
specialty envelopes for uses such as credit card solicitations, annual reports,
direct mail and airline tickets; and (iii) commercial printing, such as product
and corporate brochures, personalized direct mail literature, catalogs,
directories and digital imaging. The Company's manufacturing base, combined with
its extensive vendor network and distribution capability, gives the Company
broad flexibility to meet customers' demands for printed products. For the nine
months ended January 24, 1998, approximately 55.2% of its revenues were derived
from products purchased by the Company for distribution, and 44.8% were derived
from products manufactured by the Company.
Many of the Company's customers are attempting to reduce their overhead and
direct costs by focusing on core competencies and by outsourcing non-core
operations to specialists. The Company provides customers with print management
services that are designed to control the costs of procuring, storing and using
graphic arts in their business operations. As an outsourcing specialist for
print management services, Workflow Management enables its customers to reduce
costs and improve control by soliciting competitive bids, establishing more
efficient inventory levels and order quantities, and consolidating requisitions,
production and deliveries. The Company also performs design and procurement
services for its customers. In order to meet growing demand, Workflow Management
plans to continue to expand its product lines and services, and to promote its
print and facilities management services, which allow customers to outsource the
management of print products.
34
<PAGE>
The Company believes that its proprietary technology and systems are central
to its ability to capitalize effectively on industry outsourcing trends and
provide it with a significant competitive advantage. The Company has developed
its GetSmart and Informa transaction and information systems to support these
services and the Company's sales of print products. The GetSmart system provides
transaction, reporting and control capabilities to the Company and its customers
in the United States. The Informa system supports requisition, distribution and
imaging services with a control database and a variety of customer interfaces
for its customers in Canada, including the Imagenet Document Manager that
provides access via the world wide web. In addition, using the GetSmart and the
Informa systems, the Company has the flexibility to integrate future
acquisitions and increase its customer base rapidly and seamlessly. In addition,
with its technology platform, Workflow Management believes that it is able to
position itself as a premier technology deployer, thus increasing the Company's
attractiveness to potential acquisition targets. The Company intends to grant a
license to U.S. Office Products for the Company's Imagenet technology. See
"Certain Transactions."
The document, envelope and commercial printing industries that comprise the
graphic arts businesses are highly fragmented, and the Company believes they are
ripe for consolidation. According to the Document Management Industries
Association, the market for documents was approximately $12.7 billion in 1996,
up from $11.1 billion in 1993. The U.S. market for envelopes, as measured by the
Envelope Manufacturers Association, was approximately $3.0 billion in 1996,
compared to $2.7 billion in 1993. According to the Printing Industries of
America trade association, the general commercial segment of the United States
printing industry shipped more than $88.0 billion of products in 1996, an
increase of 8% over 1995. Within the envelope industry, management believes
there are approximately 200 envelope manufacturers in the U.S., and a much
larger number of regional and local custom and specialty envelope printers and
distributors. The commercial printing industry is composed of approximately
25,000 printing plants, 70% of which have fewer than 10 employees.
The principal subsidiaries of the Company are as follows:
- SFI is a national distributor of documents and other printed consumables
used by businesses in the United States. SFI also provides print
management services that are designed to control its customers' costs of
procuring, storing and using graphic arts. SFI developed its proprietary
GetSmart information system as the platform for delivering these services
and executing sales. SFI has 338 employees, 150 of which are in sales. SFI
has 25 sales offices and nine distribution warehouses located in eight
states.
- United is a regional manufacturer and distributor of envelopes, primarily
custom and specialty envelopes for applications such as credit card
solicitations, annual reports, direct mail and airline tickets. United
manufactures its products in four plants located in New York, New Jersey
and Pennsylvania. United also has several digital pre-press systems for
converting text and graphics to film and plates prior to printing,
enabling United to offer design services to its customers. United has 311
employees, of which 19 are in sales and 223 are in manufacturing.
- DBF is a Canadian manufacturer, printer and distributor of documents and
other printed products, such as labels, direct mail, business
communications, security products, bar coding and thermal labeling. DBF
also offers its customers document and print facility management services
through its proprietary Informa and Imagenet systems. These systems allow
DBF's customers to control printing processes at DBF's eight Imagenet
print centers which are located in six cities across Canada. In addition,
DBF has eleven plants with approximately 1200 employees, of which 854 are
engaged in manufacturing or printing.
- Hano is a manufacturer and printer of documents. Hano has three plants
located in Georgia, Illinois and Massachusetts. Hano has 184 employees.
Approximately 21% of Hano's products are sold to SFI.
35
<PAGE>
BUSINESS STRATEGY
The Company's objective is to become a leading single source provider of
printed products and related services to businesses of all sizes. To attain its
goals, Workflow Management plans to grow both externally, through strategic
acquisitions, and internally, through new product development, cross-selling the
full suite of the Company's products and services to its subsidiaries, which had
previously limited product offerings, and cross-utilization of the Company's
proprietary computer systems. In addition, the Company intends to develop
additional systems to establish a position as one of the industry's most
technologically sophisticated providers of printed products and related
management services.
Workflow Management intends to capitalize on consolidation opportunities in
three segments of the North American graphic arts industry: U.S. printed
products, U.S. envelopes and Canadian printed products. Through acquisitions,
the Company plans to expand its presence in new geographic regions and increase
penetration in regions where it currently has operations. In the U.S. printed
products market, the acquisition strategy will focus on the large population of
independent distributors. Workflow Management is the third largest print
distributor in North America. In the last ten years the Company's senior
management team successfully completed the acquisition of 16 smaller
distributors for Standard Forms, Inc., the predecessor to SFI. Since the
acquisition of SFI and Hano by the Print Management Division of U.S. Office
Products in January 1997, that same senior management team has continued its
acquisition strategy by successfully buying six additional companies, including
envelope businesses and print businesses. The Company intends to pursue
additional acquisitions in the highly fragmented U.S. print distribution market.
In the U.S. envelope market, Workflow Management will seek to acquire high
value-added producers of specialty envelope and direct mail concerns. In the
Canadian printed products market, the Company plans to leverage its document
sales force and customer base with selective acquisitions of commercial print
manufacturers.
Workflow Management intends to grow internally through product development,
cross-marketing and cross-utilization of its proprietary GetSmart, Informa and
Imagenet computer systems. A substantial majority of the Company's net sales are
derived from custom documents, envelopes and commercial printing. The Company
believes that its analysis, design work and print management services enable the
Company to better understand customers' requirements, and foster close business
relationships between the Company and its customers. Workflow Management
believes that its knowledge of customer requirements and these relationships
enable the Company to identify new product lines and services in response to
emerging customer opportunities and provide cross-marketing opportunities for
the Company's various product lines and services. The Company also believes that
it will be able to increase sales by implementing its GetSmart, Informa and
Imagenet systems on a Company-wide basis.
PRODUCT LINES
DOCUMENTS. Workflow Management offers a complete line of custom and stock
documents, such as invoices, purchase orders, money orders, bank drafts and
labels. These documents may be fan-folded, roll-fed, snap-apart or cut-sheet,
and manufactured to specification with respect to content, size, plies, paper
and inks. More than 85% of the Company's revenues from sales of documents are
from sales of custom products.
ENVELOPES. Workflow Management offers a complete line of conventional and
specialty envelopes for applications such as billing, credit card solicitations,
annual reports, proxy solicitations, direct mail and airline tickets. These
envelopes are of varying sizes and specialized materials, with constructions
including wallet flap, flat mailer, safety fold, peel and seal, clasp, button
and string, window, expansion and continuous. The Company can customize
dimensions, materials, construction, and graphics to customers' specific
requirements.
COMMERCIAL PRINTING. The Company's commercial printing line includes
products such as corporate brochures, personalized direct mail, catalogs,
directories and promotional products. These products are designed and
manufactured to customers' requirements. Workflow Management provides a variety
of
36
<PAGE>
custom services, including art direction, digital and conventional design,
layout, illustration, photography and production.
The following table sets forth the amount of the Company's revenue derived
from each of its three product lines for the periods indicated:
<TABLE>
<CAPTION>
FISCAL YEAR NINE MONTHS
YEAR ENDED ENDED ENDED
DECEMBER 31, APRIL 26, JANUARY 24,
1995 1997 1998
------------ ----------- ------------
<S> <C> <C> <C>
(In thousands)
Documents............................................ $ 178,806 $ 186,787 $ 126,756
Envelopes............................................ 101,642 97,256 74,290
Commercial Printing.................................. 24,850 37,426 32,978
</TABLE>
PRINT MANAGEMENT
Workflow Management supports its product offering with a selection of
value-added services. For many businesses, the costs of managing, storing, and
using printed products exceed their purchase price. The Company seeks to control
these costs and improve efficiency throughout the workflow by providing systems
analysis, design, and facilities and inventory management services. Workflow
Management delivers its print management services through GetSmart and Informa,
its proprietary computerized transaction and information systems. The Company
does not charge a separate fee for its management services, but instead tailors
its product pricing to reflect the services provided.
GETSMART SYSTEM. The Company offers the GetSmart system in the United
States. GetSmart provides transaction, reporting and control capabilities to the
Company and its customers. SFI introduced GetSmart in 1986, and it re-engineered
the system in 1993 to incorporate advances in hardware and software
technologies. The system's transaction database now includes more than 200,000
SKUs, 12,000 active customers and 3,500 active vendors. Customers can access
GetSmart either off-line, through the Company's sales and customer support
personnel, or on-line, through wide area network, dial-up, leased-line and
Internet connections. This array of delivery options makes GetSmart available to
customers of every size and complexity, and to customers at every level of
computer sophistication. The discussion below summarizes these support
functions. The Company is continually refining and enhancing the GetSmart
system.
A customer can initiate a distribution from inventory by issuing a
requisition through GetSmart. GetSmart then allocates the merchandise to the
cost center and routes the release to the appropriate distribution facility.
Customers can specify their minimum inventory requirements or can rely on
GetSmart's ongoing analysis of usage patterns and lead times. GetSmart notifies
the Company's sales representative when a re-order point is reached, and the
representative negotiates a new purchase order with the customer. The purchase
order is entered into the system and GetSmart tracks the order to the product's
receipt at the Company's distribution center. At this point the storage,
shipment, usage and re-order cycle begins again. Throughout the cycle, the
system supports inventory transfers and write-offs, returns of items
requisitioned in error, and purchases that are shipped directly to customers by
the Company's vendors. GetSmart produces invoices when merchandise is received
at the Company's distribution centers, or when it is shipped to customers, and
tracks invoices through to remittance. All transactions can be consummated in a
number of electronic formats required by customers' data processing operations.
GetSmart also offers electronic catalogs of 375,000 promotional products and
30,000 office products. The catalogs provide product images and descriptions, as
well as powerful search engines enabling customers to locate the products best
suited to their requirements.
GetSmart can generate more than 100 real-time and periodic reports to
customers. These reports detail, summarize and analyze purchases, inventory
level, utilization rates and billing by cost center, product, and product line
to meet each customer's specific needs. Reports can be viewed on-screen in real
37
<PAGE>
time, printed at the customer's premises, printed remotely and delivered to a
customer, or transmitted electronically for further processing by a customer's
internal management information system. The Company maintains five years of
historical data on-line for comparative reports and analyses. In addition,
GetSmart's Base Line Pricing Report routinely analyzes changes in prices charged
to managed accounts, an analysis the Company believes is unique in the industry.
GetSmart also provides customers with a system of management controls for
certain services. Customers may control cost center access with passwords,
allocate inventories to cost centers, limit the transacting and reporting
authority of each cost center by product or product line, constrain purchases
and requisitions to amounts budgeted for each cost center, and suspend
transactions until they are reviewed and approved. The Company can customize
GetSmart to create optimal programs for its customers.
INFORMA SYSTEM. Workflow Management offers the Informa system in Canada.
Informa supports requisition, distribution, and digital imaging services with a
central transaction database and a variety of customer interfaces. In addition
to sophisticated print-on-demand capabilities, Informa provides much of the
functionality of the GetSmart system: inventory inquiries and releases; order
tracking; usage analysis and forecasting; detailed reporting for cost centers
and products; and procurement-card and X.12 EDI billing. Customer interfaces
include terminal access, a graphical user interface client, e-mail, world wide
web browser, touch-tone, and automated voice recognition. Informa is accessed
through leased lines, dial-up service, Internet and wide area networks.
Informa's Electronic Job Ticket ("EJT") interface is a specialized e-mail
enabling customers to requisition documents and other products from the
Company's distribution centers, and to route attached documents to the Company's
network of Imagenet print-on-demand facilities. EJT's print-on-demand feature
supports a broad range of custom specifications, including quantities; fixed and
variable imaging; page orientation; paper size, weight, grade, and color;
drilling and binding; and cover page. EJT also provides fields for the
customer's budget code, billing information, and distribution instructions. EJT
originates jobs ranging from single impressions, to thousands of copies
delivered to a single location, to thousands of documents mailed to tens of
thousands of recipients.
IMAGENET DOCUMENT MANAGER. The Company intends to deploy Imagenet for use
in the United States. Workflow Management is negotiating with U.S. Office
Products regarding the licensing of the Imagenet to U.S. Office Products.
Workflow Management provides customers with world wide web access to Informa
through its Imagenet. This application provides a browser interface to Informa's
transaction and reporting features for managing and distributing inventories
held for customers. The application also offers a full-featured document
librarian, with image storage, retrieval, viewing, downloading, archiving, and
version control. In addition, Imagenet provides estimation and requisition for
digital print-on-demand orders. Production images for these orders can be
uploaded to the world wide web or retrieved from the application's document
library.
OPERATIONS
SALES. Workflow Management sells its products directly to end-users, as
well as to distributors and brokers who re-sell to end-users. The Company
employs more than 350 sales representatives and 175 customer service personnel
in 59 sales offices throughout the United States and Canada. Sales
representatives are compensated through salaries and commissions. Commissioned
sales representatives are compensated based on either product sales or gross
margins. In addition to the Company's line of documents, commercial printing,
envelopes and related products, the sales force offers value-added services
including workflow analysis, design, document management, and print-on-demand.
The Company's sales force is supported by its GetSmart and Informa transaction
and information systems. See "--Print Management."
38
<PAGE>
PURCHASING. Workflow Management purchases raw materials such as paper
stock, ink, stock envelopes, adhesives, plates, film, chemicals, and cartons
from a variety of manufacturers and resellers. These materials are purchased
job-by-job or under contracts with terms of up to two years. Longer-term supply
contracts generally specify services to be provided and may guarantee product
availability, but typically reserve to vendors the right to adjust prices as
required by market conditions. The largest suppliers of paper stock to the
Company are Rollsource, Appleton, Mead, Avenor and Domtar. Workflow Management
also purchases finished goods for resale to customers. These finished goods
include the Company's full line of documents, envelopes and commercial printing.
Workflow Management has more than 3,500 suppliers of finished goods, including,
among the largest, Ward Kraft Forms, United Computer Supplies, Gilman Sky,
Transkrit and United Stationers, Inc.
MANUFACTURING. Workflow Management manufactures documents and envelopes.
Documents produced by the Company include continuous and snap-apart forms, roll
forms, cut sheets and label/form combinations, and checks and other security
documents. Workflow Management operates 13 document plants in Canada and four in
the United States. These plants employ more than 1,100 manufacturing personnel
and utilize over 250 presses and other machines. The Company also manufactures a
broad line of conventional and specialty envelopes in four plants located in New
York, New Jersey and Pennsylvania. The envelope plants currently operate more
than 80 manufacturing and printing machines. Workflow Management operates a
network of eight Imagenet print-on-demand facilities in Canada, providing
digital imaging and litho quick printing. The Company also operates several
conventional and digital pre-press systems for converting text and graphics to
film and plates prior to printing. Among these pre-press capabilities are
several state-of-the art digital systems which enhance overall production
efficiency and provide high-process capabilities to customers.
DISTRIBUTION. Products manufactured by Workflow Management are either
shipped directly to customers or held in inventory and shipped as requisitioned
by customers. Finished goods purchased by the Company from manufacturers and
wholesalers are either shipped directly to customers by vendors, or shipped to,
stored in, and shipped from one of the Company's distribution centers. Workflow
Management owns or leases nine distribution centers in the United States and 17
in Canada, and rents additional warehouse space as necessary. More than 120
distribution personnel are employed by Workflow Management. Products are
transported from the Company's suppliers and to its customers by short-haul,
regional, contract and custom carriers, as well as by air and ground courier
services.
CUSTOMERS
Workflow Management has more than 22,000 customers ranging in size from
small office/home office businesses to Fortune 500 companies in industries such
as healthcare, insurance, energy, advertising, travel and financial services.
Significant customers of the Company include: Bank of Montreal; Aetna, Inc.;
Citibank N.A.; Chase Manhattan Corp.; Group Health Incorporated; Health
Insurance Plan of Greater New York, Inc.; Heilig-Meyers Company; Merrill Lynch &
Co., Inc.; Banco Popular, Inc.; Shell Canada; and Salomon Smith Barney Holdings,
Inc.
The Company's five largest customers accounted for 10.7% of the Company's
net sales for the nine months ended January 24, 1998. The Company's single
largest customer accounted for approximately 4.1% of net sales for the nine
months ended January 24, 1998. Although that customer has recently agreed to be
acquired, the Company has entered into a new four year services agreement with
the customer.
COMPETITION
Workflow Management competes for retail sales of documents and envelopes
against other independent distributors and against manufacturers' direct sales
organizations. In commercial printing, the Company also competes with
manufacturers' direct sales organizations, independent brokers, advertising
agencies and design firms. The principal competitive factors in the graphic arts
industry are price, quality, selection, services, production capacity, delivery
and customer support.
39
<PAGE>
Although Workflow Management often competes with smaller businesses, it also
competes against the largest competitors in the North American documents
industry, such as Moore Corporation Ltd., Reynolds & Reynolds Company, Standard
Register Company and Wallace Computer Services, Inc., and the largest
competitors in the U.S. envelope industry, such as Mail-Well, Westvaco and
Tension Envelope Company. The largest competitors for commercial printing
include direct sales organizations of Graphic Industries, Inc., R. R. Donnelley
& Sons, Quebecor, Inc. and World Color Press, Inc. Most of these competitors
have substantially greater financial resources than the Company.
EMPLOYEES
As of December 31, 1997, Workflow Management had more than 2,000 full- and
part-time employees, including over 550 in sales and sales support and more than
1,200 in manufacturing. Approximately 31% of the Company's employees in the
United States and approximately 8% of the Company's employees in Canada are
represented by labor unions. There can be no assurance that work stoppages or
strikes will not occur. The Company considers its employee relations to be good.
INTELLECTUAL PROPERTY
Workflow Management has more than 40 registered trademarks in the U.S. and
Canada, including GetSmart, Informa and Imagenet. The Company believes that its
trademarks and other proprietary rights are material to the operations of its
business. Workflow Management regards its GetSmart, Informa and Imagenet
software as proprietary, and relies on a combination of copyright and trademark
laws, trade secrets, confidentiality agreements and contractual provisions to
protect its rights. Workflow Management is not aware that any of its software,
trademarks or other proprietary rights are being infringed by third parties, or
that it infringes proprietary rights of third parties. See "Risk
Factors--Dependence on Intellectual Property Rights; Risks of Infringement."
PROPERTIES
The following table sets forth certain information about the Company's
executive offices and manufacturing and printing facilities:
<TABLE>
<CAPTION>
APPROXIMATE
SQUARE LEASE
FUNCTION AND LOCATION FOOTAGE TITLE EXPIRATION
- ---------------------------------------------------------------------- ------------ ---------- --------------------
<S> <C> <C> <C>
EXECUTIVE OFFICE:
Palm Beach, Florida................................................. 5,000 Leased 2003
MANUFACTURING AND PRINTING:
Conyers, Georgia.................................................... 71,300 Leased 2006
Mt. Olive, Illinois................................................. 82,000 Leased 2004
Springfield, Massachusetts.......................................... 65,000 Leased 2004
Lyndhurst, New Jersey............................................... 16,000 Leased 2000
New York, New York.................................................. 160,000 Leased 2002
New York, New York.................................................. 53,000 Leased 2005
New York, New York.................................................. 60,000 Leased 2002
Norfolk, Virginia................................................... 26,400 Owned --
Mt. Pocono, Pennsylvania............................................ 140,000 Owned --
Calgary, Alberta.................................................... 48,000 Leased 1999
Calgary, Alberta.................................................... 30,000 Leased 1999
Edmonton, Alberta................................................... 81,000 Leased 2006
</TABLE>
40
<PAGE>
<TABLE>
<CAPTION>
APPROXIMATE
SQUARE LEASE
FUNCTION AND LOCATION FOOTAGE TITLE EXPIRATION
- ---------------------------------------------------------------------- ------------ ---------- --------------------
<S> <C> <C> <C>
Victoria, British Columbia.......................................... 14,000 Leased 1999
Winnipeg, Manitoba.................................................. 12,500 Leased 2002
Brampton, Ontario................................................... 174,500 Leased 1999
Brampton, Ontario................................................... 44,200 Leased 2000
London, Ontario..................................................... 17,500 Leased month-to-month
Mississauga, Ontario................................................ 60,000 Leased 2004
Mississauga, Ontario................................................ 7,200 Leased month-to-month
Toronto, Ontario.................................................... 10,000 Leased 2000
Regina, Saskatchewan................................................ 28,000 Leased 2006
Dorval, Quebec...................................................... 42,000 Owned --
Granby, Quebec...................................................... 100,000 Owned --
Pointe Claire, Quebec............................................... 30,000 Leased 1998
</TABLE>
In addition to those facilities identified above, Workflow Management leases
other offices, warehouses and distribution centers across the United States and
Canada.
Workflow Management believes that its properties are adequate to support its
operations for the foreseeable future.
ENVIRONMENTAL REGULATIONS
The Company's operations and real property are subject to United States and
Canadian federal, state, provincial, and local environmental laws and
regulations, including those governing the use, storage, treatment,
transportation and disposal of solid and hazardous materials, the emission or
discharge of such materials into the environment, and the remediation of
contamination associated with such disposal or emissions. Certain of these laws
and regulations may impose joint and several liability on lessees and owners or
operators of facilities for the costs of investigation or remediation of
contaminated properties, regardless of fault or the legality of the original
disposal.
The past and present business operations of the Company that are subject to
the Environmental Laws and regulations include the use, storage, handling, and
contracting for recycling or disposal of hazardous and nonhazardous materials
such as washes, inks, alcohol-based products, fountain solution, photographic
fixer and developer solutions, machine and hydraulic oils, and solvents.
Workflow Management generates both hazardous and non-hazardous waste.
Limited environmental investigations have been conducted at certain of the
Company's properties. Based on these investigations and all other available
information, management believes that the Company's current operations are in
substantial compliance with the Environmental Laws. The Company is not aware of
any liability under the Environmental Laws that the Company believes would have
a material adverse effect on the Company's business, financial condition or
results of operations. No assurance can be given, however, that all potential
environmental liabilities have been identified or that future uses, conditions
or legal requirements (including, without limitation, those that may result from
future acts or omissions or changes in applicable Environmental Laws) will not
require material expenditures to maintain compliance or resolve potential
liabilities.
LEGAL MATTERS
Workflow Management is involved in various lawsuits arising in the ordinary
course of business. Workflow Management believes that the outcome of these
matters will not have a material adverse effect on the Company's business,
financial condition or results of operations.
41
<PAGE>
MANAGEMENT
EXECUTIVE OFFICERS AND DIRECTORS
Following this Offering, it is anticipated that the directors, executive
officers and key employees of the Company will be as follows:
<TABLE>
<CAPTION>
NAME AGE POSITION
- ----------------------------------------------------- --- -----------------------------------------------------
<S> <C> <C>
OFFICERS AND DIRECTORS OF THE COMPANY:
Thomas B. D'Agostino................................. 55 Chairman of the Board
Chief Executive Officer and Director
Steven R. Gibson..................................... 38 Vice President of Finance and Chief Financial
Officer
Claudia S. Amlie..................................... 29 General Counsel
Thomas A. Brown, Sr.(1).............................. 55 Director
Gus J. James, II(1).................................. 59 Director
Jonathan J. Ledecky.................................. 40 Director
Timothy L. Tabor..................................... 44 Director
F. Craig Wilson(2)................................... 48 Director
KEY EMPLOYEES OF SUBSIDIARIES:
John Conway.......................................... 55 President of Data Business Forms Limited
Thomas B. D'Agostino, Jr.*........................... 31 President of SFI Corp.
Robert M. Fishbein................................... 55 Co-President of United Envelope Co., Inc.
Richard M. Schlanger................................. 53 Co-President of United Envelope Co., Inc.
Andre Beaudet........................................ 55 President of Hano Document Printers, Inc.
</TABLE>
- ------------------
* Thomas B. D'Agostino, Jr. is the son of Thomas B. D'Agostino, Chairman of
the Board and Chief Executive Officer of the Company.
(1) Member of the Audit Committee.
(2) Member of the Compensation Committee.
The Board intends to increase the size of the Board of Directors from six to
seven members following the closing date of this Offering and to appoint the
seventh director to serve on the Compensation Committee.
THOMAS B. D'AGOSTINO is Chairman of the Board and Chief Executive Officer of
the Company. Mr. D'Agostino was President of SFI or its predecessor company,
Forms & Peripherals, Inc., from 1972 until 1998, and was appointed President of
U.S. Office Products Print Management Division in January 1997 when U.S. Office
Products acquired SFI and Hano.
STEVEN R. GIBSON is Vice President of Finance and Chief Financial Officer of
the Company, the position to which he was appointed in April 1998. From February
1997 until April 1998, Mr. Gibson was President of Cortez Financial Services,
Inc, an investment banking company. From May 1985 to February 1997, he was
employed in various positions at NationsBank Corporation, ultimately serving as
Senior Vice President.
CLAUDIA S. AMLIE was appointed General Counsel of the Company in May 1998.
From July 1997 until April 1998, she served as an associate attorney at the law
firm of Edwards and Angell in Palm Beach, Florida. Ms. Amlie worked as an
associate attorney at Foley and Lardner in Palm Beach, Florida from June 1996 to
July 1997 and Stearns, Weaver, Miller, Weissler, Alhadeff & Sitterson in Miami,
Florida from August 1994 to May 1996. Ms. Amlie graduated from law school in
1993.
42
<PAGE>
THOMAS A. BROWN, SR. has served as the Vice
President-Purchasing/Sourcing/Logistics of Pfizer, Inc., a large pharmaceutical
company, since May 1996. From June 1991 until May 1996, Mr. Brown was Vice
President-Procurement of Aetna, Inc., a national insurance company.
GUS J. JAMES, II is the President, a director and shareholder of the law
firm of Kaufman & Canoles in Norfolk, Virginia. Mr. James has practiced law with
Kaufman & Canoles since 1967. See "Related Party Transactions."
JONATHAN J. LEDECKY will serve as a Director and an employee of the Company
and each of the other Spin-Off Companies as of the Distribution Date. He founded
Consolidation Capital Corporation in February 1997 and will serve as its
Chairman and Chief Executive Officer. Mr. Ledecky founded U.S. Office Products
in October 1994 and will serve as its Chairman of the Board until the
Distribution Date and served as its Chief Executive Officer until November 5,
1997. Mr. Ledecky has also served as the Non-Executive Chairman of the Board of
USA Floral Products, Inc. since April 1997 and as the Non-Executive Chairman of
the Board of UniCapital Corporation since October 1997. Mr. Ledecky served from
1989 to 1991 as the President of The Legacy Fund, Inc., and from 1991 to
September 1994 as President and Chief Executive Officer of Legacy Dealer Capital
Fund, Inc., a wholly-owned subsidiary of Steelcase Inc. Prior to his tenure at
The Legacy Fund, Inc., Mr. Ledecky was a partner at Adler and Company and a
Senior Vice President at Allied Capital Corporation, an investment management
company.
TIMOTHY L. TABOR has served as Executive Vice President of U.S. Office
Products Print Management Division and Executive Vice President and Chief
Operating Officer of SFI and Hano since May 1997. From 1996 until 1997, he
served as an executive officer of SFI and Hano. From 1993 to 1995, Mr. Tabor
managed his own investments. From 1987 to 1993, Mr. Tabor held various positions
with Tudor Investment Corp., serving as Director of Technology from 1987 to
1990, Director of the Securities Department from 1990 until 1992 and as a
proprietary trader in 1993.
F. CRAIG WILSON has served as Chief Executive Officer and Chairman of the
Board of Cortez III Service Corporation ("Cortez III") since March 1997. Cortez
III provides logistics and technical services to various governmental agencies.
Mr. Wilson also serves as President of EC III, Inc., a joint venture of Cortez
III, and EG&G, Inc. From 1993 to 1997, Mr. Wilson was Chief Operating Officer of
Cortez III.
JOHN CONWAY has served as President of DBF since 1992. From 1987 to 1992,
Mr. Conway was Vice President and General Manager of Data East.
THOMAS B. D'AGOSTINO, JR. was appointed President of SFI in 1998. He
previously served as Vice President of Sales of SFI from 1997 until 1998. From
1995 to 1997, he served as President of Hano. From 1993 to 1995, Mr. D'Agostino,
Jr. held several other positions with Hano, including Vice President of Sales
and Marketing and General Manager.
ROBERT M. FISHBEIN is Co-Chairman of United. He has also served as
Co-President of United since 1994. From 1982 to 1994, Mr. Fishbein held the
position of Executive Vice President of United.
RICHARD M. SCHLANGER is also Co-Chairman of United. He has also served as
Co-President of United since 1994. From 1982 to 1994, Mr. Schlanger held the
position of Executive Vice President of United.
ANDRE BEAUDET is President of both Hano and Multiple Pakfold, Inc., the
distributor arm of DBF. Mr. Beaudet joined DBF in 1992 when it acquired Southam
Paragon, where he had been employed since 1965. From 1986 to 1997, Mr. Beaudet
held a variety of positions at Southam Paragon, including President and Vice
President.
Directors are elected for a one-year term and hold office until their
successors have been elected and qualified or until such director's earlier
resignation or removal.
43
<PAGE>
COMMITTEES OF THE BOARD
The Board of Directors has an Audit Committee. The Audit Committee is
charged with reviewing Workflow Management's annual audit and meeting with the
Company's independent accountants to review the Company's internal controls and
financial management practices. Messrs. Brown and James are members of the Audit
Committee.
The Board of Directors has a Compensation Committee. The Compensation
Committee is charged with determining the compensation of Workflow Management's
executive officers and administering the 1998 Stock Incentive Plan. Mr. Wilson
is a member of the Compensation Committee. See "Management-- 1998 Stock
Incentive Plan."
LEDECKY SERVICES AGREEMENT
Jonathan J. Ledecky entered into a services agreement, as amended with U.S.
Office Products on January 13, 1998 (the "Ledecky Services Agreement"),
effective on the date of the Distribution (the "Distribution Date") and
contingent on the consummation of the Distributions. The Ledecky Services
Agreement will expire on September 30, 1998 if none of the Distributions has
occurred by that date. If the Ledecky Services Agreement becomes effective, it
will replace his employment agreement with U.S. Office Products as amended
November 4, 1997. The principal terms of this agreement, as it is expected to be
amended, are summarized here.
The Ledecky Services Agreement governs Mr. Ledecky's continuing obligations
to U.S. Office Products. Under the Ledecky Services Agreement, Mr. Ledecky will
report to the U.S. Office Products Board and will provide high-level acquisition
negotiation services and strategic business advice. Under the Agreement, Mr.
Ledecky will remain an employee of U.S. Office Products, at an annual salary of
$48,000 through June 30, 2001. U.S. Office Products can terminate Mr. Ledecky's
employment only for "cause" where cause consists of (i) his conviction of or
guilty or nolo contendere plea to a felony, (ii) his engaging, despite notice,
in conduct demonstrably and materially injurious to U.S. Office Products, or
(iii) his violation of the noncompetition agreement as it relates to U.S. Office
Products. If Mr. Ledecky resigns or is terminated, he will cease to vest in his
U.S. Office Products stock options and will have 90 days to exercise any vested
options.
It is expected that the Company will enter into an employment agreement with
Mr. Ledecky to implement its assigned portion of the Ledecky Services Agreement.
Under the employment agreement, Mr. Ledecky will report to the Board of
Directors and senior management of the Company. In such capacity, Mr. Ledecky
will provide high-level acquisition negotiation services and strategic business
advice. The Company can require Mr. Ledecky's performance of such services,
consistent with his other contractual obligations to Consolidation Capital
Corporation, U.S. Office Products and the other Spin-Off Companies. As an
employee, Mr. Ledecky will also be subject to the generally applicable personnel
policies of the Company and will be eligible for such benefit plans in
accordance with their terms. The Company will pay Mr. Ledecky an annual salary
of $48,000 for up to two years. The Company may terminate Mr. Ledecky's
employment with or without "cause," where cause is defined as in the Ledecky
Services Agreement as modified to refer to the Company. If without cause, the
termination would entitle Mr. Ledecky to severance equal to his salary for the
lesser of 12 months or the remainder of the employment term.
The Ledecky Services Agreement provides for non-competition and
non-solicitation restrictions that continue for four years after the Workflow
Distribution has been completed. These provisions generally restrict Mr. Ledecky
from, among other things, investing in or working for or on behalf of any
business selling any products or services in direct competition with U.S. Office
Products or the Spin-Off Companies (collectively, the "U.S. Office Products
Companies"), within 100 miles of any location where any of the U.S. Office
Products Companies conducts business. (For this purpose, "products or services"
are those that U.S. Office Products offered on January 13, 1998.) The Ledecky
Services Agreement prohibits Mr. Ledecky from trying to hire away managerial
employees of the U.S. Office Products Companies or from
44
<PAGE>
calling upon customers of the U.S. Office Products Companies to solicit or sell
products or services in direct competition with the U.S. Office Products
Companies. Mr. Ledecky also may not hire away for Consolidation Capital
Corporation any person then or in the preceding one year employed by the U.S.
Office Products Companies. U.S. Office Products is permitted to (and will)
assign to Workflow Management the ability to enforce the non-competiton
provisions described above as to its own business, which will then constitute
part of his employment agreement with the Company.
Mr. Ledecky will receive a stock option for Common Stock from Workflow
Management as of the Distribution Date. The option is intended to compensate Mr.
Ledecky for his services to Workflow Management as an employee. That option will
be granted under the Company's 1998 Stock Incentive Plan. The option will cover
up to 7.5% of the outstanding Common Stock, determined as of the Distribution
Date, without regard to the Offering. The option will have a per share exercise
price equal to the initial public offering price of the Common Stock.
It is expected that Mr. Ledecky's option will become fully vested when
granted but will not be exercisable until the 12-month anniversary of the
Workflow Distribution. Mr. Ledecky's option from the Company will be exercisable
immediately if Mr. Ledecky dies before the option expires or, if Workflow
Management accelerates the exercise schedule of options for substantially all
management option holders (in this latter case, Mr. Ledecky's option will become
exercisable on the same accelerated schedule as the other management option
holders). All unexercised portions of the option will expire ten years after its
date of grant or, if applicable, as of the date Mr. Ledecky violates his
non-competition agreement with Workflow Management.
DIRECTOR COMPENSATION
Non-employee directors will receive cash compensation in the amount of
$10,000 per year. In addition, non-employee directors will receive formula stock
options under the 1998 Stock Incentive Plan of shares on the effective
date of the Workflow Distribution, exercisable at the initial public offering
price, and at each annual meeting at which such director is reelected to the
Company's Board of Directors. The exercise price of these options will be the
fair market value of the Common Stock on the date of grant. The options will
vest at 25% per year over four years.
COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION
No member of the Board of Directors of Workflow Management has ever been an
officer of the Company or any of its subsidiaries, except that Mr. D'Agostino is
the President of U.S. Office Products Print Management Division, and a member of
the Board of Directors of SFI and Mr. Tabor is the Executive Vice President of
U.S. Office Products Print Management Division and the Executive Vice President
and Chief Operating Officer of SFI and Hano. In addition, Mr. Ledecky was the
Chief Executive Officer of U.S. Office Products until November 5, 1997 and will
be Chairman of U.S. Office Products until the Distribution Date.
EXECUTIVE COMPENSATION
The following table sets forth information with respect to the compensation
paid by the Company for services rendered during the fiscal year ended April 25,
1998 to the Chief Executive Officer and to the other officers of the Company
whose combined compensation exceeded $100,000 during this period (collectively
the "Named Officers"):
45
<PAGE>
SUMMARY COMPENSATION TABLE
<TABLE>
<CAPTION>
ANNUAL COMPENSATION LONG TERM
-------------------- COMPENSATION ALL OTHER
NAME AND PRINCIPAL POSITION SALARY BONUS OPTIONS(#) COMPENSATION
- ---------------------------------------------------------- --------- --------- ------------- -------------
<S> <C> <C> <C> <C>
Thomas B. D'Agostino
Chairman of the Board,
Chief Executive Officer and
Director of the Company................................. $ 400,000 $ -0- 45,000 $ 9,968(1)
Michael B. Feldman
Vice President of Finance
and Chief Financial Officer of the Company (3).......... $ 133,750 $ 25,000 37,500 $ 6,319(2)
Timothy L. Tabor (4)
Executive Vice President--
U.S. Office Products Print
Management Division and Director of the Company......... $ 260,000 $ 25,000 15,000 $ 5,041(5)
</TABLE>
- ------------------
(1) Includes $6,805 of insurance premiums and $3,163 of 401(k) plan
contributions paid by the Company on Mr. D'Agostino's behalf.
(2) Includes $3,403 of insurance premiums and $2,916 of 401(k) plan
contributions paid by the Company on Mr. Feldman's behalf.
(3) Steven R. Gibson assumed the position of Vice President of Finance and Chief
Financial Officer on April 8, 1998.
(4) The Company anticipates that Mr. Tabor will resign as an officer of U.S.
Office Products, SFI and Hano prior to the Workflow Distribution.
(5) Includes $5,041 of insurance premiums paid by the Company on Mr. Tabor's
behalf.
EMPLOYMENT CONTRACTS AND RELATED MATTERS
On January 23, 1997, SFI entered into an employment agreement with Thomas B.
D'Agostino. The employment agreement provides for a four-year term. Pursuant to
this agreement, Mr. D'Agostino is entitled to receive minimum annual
compensation of $400,000, incentive bonuses as determined by the compensation
committee of the U.S. Office Products' Board of Directors and certain
perquisites and benefits. In the event that Mr. D'Agostino's employment is
terminated for any reason other than cause, Mr. D'Agostino's employment
agreement provides that he is entitled to receive his base salary and benefits
for the longer of (i) six months from the date of termination, or (ii) the
remaining time under the term of the employment agreement. The employment
agreement also contains a non-competition covenant which prohibits Mr.
D'Agostino from engaging in certain activities during the term of the employment
agreement and for the longer of (i) a period of one year thereafter, or (ii) as
long as Mr. D'Agostino continues to receive severance payments from SFI.
On January 23, 1997, Hano entered into an employment agreement with Timothy
L. Tabor in the capacity of Executive Vice President. The employment agreement
provides a one-year initial term and a one-year renewal term. Pursuant to this
agreement, Mr. Tabor is entitled to receive minimum annual compensation of
$260,000, incentive bonuses as determined by the compensation committee of the
U.S. Office Products' Board of Directors and certain perquisites and benefits.
In the event that Mr. Tabor's employment is terminated for any reason other than
cause, Mr. Tabor's employment agreement provides that he is entitled to receive
his base salary and benefits for the longer of (i) three months from the date of
termination, or (ii) the remaining time under the term of the employment
agreement. The employment agreement also contains a non-competition covenant
which prohibits Mr. Tabor from engaging in certain activities during the term of
the employment agreement and for the longer of (i) a period of one year
thereafter, or (ii) as long as Mr. Tabor continues to receive severance payments
from Hano.
46
<PAGE>
INDEMNIFICATION
The Certificate of Incorporation of the Company provides that no director
will be liable to the Company or its stockholders for monetary damages for a
breach of fiduciary duty to the fullest extent permissible under Delaware law.
The Company's By-laws provide that the Company will, to the fullest extent
permitted under Delaware law, indemnify its officers and directors against any
damages arising out of their actions as officers or directors of the Company.
REPLACEMENT OF OUTSTANDING U.S. OFFICE PRODUCTS' OPTIONS
Workflow Management expects that all or substantially all vested and
unvested options to acquire the U.S. Office Products' common stock that are held
by Workflow Management employees on the Distribution Date will be replaced with
options to acquire shares of Company Common Stock. As of the Distribution Date,
approximately 1,066,437 options to acquire U.S. Office Products' common stock
were held by employees of Workflow Management. The number of options that will
be outstanding after the Distributions will depend on the trading prices of U.S.
Office Products' common stock around the time of the Distributions and the
public offering price of the Company Common Stock in the Offering. For those
reasons, the number of options exercisable for shares of Company Common Stock
into which the U.S. Office Products options will convert is not yet
determinable. The option exercise price will be adjusted by applying the
following formula:
Exercise Price (New) = Exercise Price (Old) X Initial Public Offering Price of
Common Stock in the Offering
Trading Price of U.S. Office
Products Common Stock Pre-Workflow
Distribution
The number of option will be adjusted by applying the following formula:
Option Shares (New)=Option Shares (Old) X Trading Price of U.S. Office Products
Common Stock Pre-Workflow Distribution
Initial Public Offering Price of
Common Stock in the Offering
For all optionees, the "Trading Price of U.S. Office Products Common Stock
Pre-Workflow Distribution" will be the average closing price of U.S. Office
Products' common stock for the lesser of (a) ten business days preceding the
Distributions, or (b) the number of business days falling between the expiration
of the Tender Offer and the completion of the Distributions. The exercise price
and number of options will not be adjusted as a result of the Tender Offer, but
instead are adjusted solely for the Distributions. The intrinsic value of the
adjusted options will be no greater than the intrinsic value of the options
immediately before the Distributions, and the ratio of exercise price to market
price will be not less than the ratio immediately before the Distributions.
1998 STOCK INCENTIVE PLAN
The Company expects to adopt the 1998 Stock Incentive Plan (the "Plan"). The
purpose of the Plan is to promote the long-term growth and profitability of the
Company by providing employees with incentives to improve stockholder value and
contribute to the growth and financial success of the Company, and by enabling
the Company to attract, retain and reward highly motivated and qualified
employees. The maximum percentage of shares of Common Stock that may be issued
with respect to awards granted under the Plan is % of the outstanding
Common Stock of the Company following the Workflow Distribution and this
Offering. The maximum number of shares that may be issued with respect to awards
granted under the Plan to any individual in a calendar year may not exceed
shares. The Plan will be administered by the Compensation Committee of the
Board of Directors. All employees of the Company and its subsidiaries, as well
as non-employee directors of the Company, are eligible to receive awards under
the Plan. The Plan authorizes the Compensation Committee to make awards of stock
options, restricted stock, stock appreciation rights and other stock-based
awards. The Compensation Committee will determine the prices, vesting schedules,
expiration dates and other material conditions under which such awards may be
exercised.
47
<PAGE>
Mr. Ledecky will receive a stock option for Common Stock from Workflow
Management, pursuant to the Plan, as of the Distribution Date. The option is
intended to compensate Mr. Ledecky for his services to Workflow Management as an
employee. The option will cover up to 7.5% of the outstanding Common Stock
determined as of the Distribution Date, without regard to the Offering. The
option will have a per share exercise price equal to the initial public offering
price of the Company Common Stock.
It is expected that Mr. Ledecky's option will become fully vested when
granted but will not be exercisable until the 12-month anniversary of the
Distribution Date. Mr. Ledecky's option from the Company will be exercisable
immediately if Mr. Ledecky dies before the option expires or, if and to the
extent that, Workflow Management accelerates the exercise schedule of options
for substantially all management option holders. All unexercised portions of the
option will expire ten years after its date of grant or, if applicable, as of
the date Mr. Ledecky violates his non-competition agreement with Workflow
Management.
The Company expects that Thomas B. D'Agostino will also receive an option
(the "D'Agostino Option") pursuant to the Plan for % of the outstanding
Common Stock as of the Distribution Date. The D'Agostino Option is anticipated
to have the same terms as Mr. Ledecky's option, including an exercise price
equal to the initial public offering price. In addition, management currently
expects to recommend option grants to certain executive officers of the Company
for approximately % of the Common Stock following the Offering and the
Workflow Distribution, also at an exercise price equal to the initial public
offering price.
OPTIONS GRANTED IN FISCAL YEAR 1998
The following table sets forth certain information regarding options to
acquire common stock of U.S. Office Products granted to the Named Officers
during the year ended April 25, 1998. All options were granted by U.S. Office
Products as options to acquire U.S. Office Products' common stock and are
expected to be replaced with options to acquire Common Stock of the Company in
connection with the Workflow Distribution. See "--Replacement of Outstanding
U.S. Office Products' Options." Upon consummation of the Workflow Distribution,
the number of stock options granted to officers, directors and employees of the
Company in respect of U.S. Office Products' common stock and their exercise
prices will be determined according to the formula set by U.S. Office Products.
<TABLE>
<CAPTION>
POTENTIAL REALIZABLE
VALUE AT ASSUMED
ANNUAL RATES OF
STOCK PRICE
PERCENT OF APPRECIATION FOR
OPTIONS TOTAL OPTIONS OPTION TERM (4)
GRANTED GRANTED IN EXERCISE EXPIRATION ----------------------
NAME (1)(2) FISCAL YEAR(3) PRICE (2) DATE 5% 10%
- ------------------------------ ------------- --------------- ------------- ----------- --------- -----------
<S> <C> <C> <C> <C> <C> <C>
Thomas B. D'Agostino.......... 45,000 5.9% $ 15.17 4/28/07 $ 429,315 $ 1,087,968
Timothy L. Tabor.............. 15,000 2.0% $ 15.17 4/28/07 $ 143,105 $ 362,656
Michael B. Feldman............ 15,000 2.0% $ 15.17 4/28/07 $ 143,105 $ 362,656
22,500 2.9% $ 21.13 9/17/07 $ 298,992 $ 757,705
</TABLE>
- --------------------
(1) The options granted are non-qualified stock options, which are exercisable
at the market price on the date of grant.
(2) The option exercise price will be adjusted by applying the following
formula:
Exercise Price (New) = Exercise Price (Old) X Initial Public Offering Price
of Common Stock in this Offering
Trading Price of U.S. Office Products Common
Stock Pre-Workflow
Distribution
The number of options will be adjusted by applying the following formula:
Option Shares (New) = Option Shares (Old) XTrading Price of U.S. Office
Products Common Stock
Pre-Workflow Distribution
Initial Public Offering Price of
Common Stock in the Offering
For all optionees, the "Trading Price of U.S. Office Products Common Stock
Pre-Workflow Distribution" will be the average closing price of U.S. Office
Products common stock for the lesser of (a) ten business days preceding the
Distributions, or (b) the number of business days falling between the
expiration of the Tender Offer and the completion of the Distributions. The
exercise price and number of options will not be adjusted as a result of the
Tender Offer, but instead are adjusted solely for the
48
<PAGE>
Distributions. The intrinsic value of the adjusted options will be no
greater than the intrinsic value of the options before the Distributions,
and the ratio of exercise price to market price will be not less than the
ratio before the Distributions.
(3) Total options granted means all options granted to employees of Workflow
Management.
(4) The dollar amounts under these columns are the results of calculations at
assumed annual rates of stock appreciation of 5% and 10%. These assumed
rates of growth were selected by the Securities and Exchange Commission (the
"Commission") for illustration purposes only. They are not intended to
forecast possible future appreciation, if any, of stock prices. No gain to
the optionees is possible without an increase in stock prices, which will
benefit all stockholders.
AGGREGATE OPTION EXERCISES IN FISCAL YEAR ENDED APRIL 25, 1998 AND FISCAL
YEAR-END 1998 OPTION VALUES
The following table sets forth certain information regarding option
exercises and unexercised options held by the Named Officers at April 25, 1998.
All options were granted by U.S. Office Products as options to acquire U.S.
Office Products' common stock and are expected to be replaced with options to
acquire shares of Common Stock of the Company in connection with the Workflow
Distribution. See "--Replacement of Outstanding U.S. Office Products' Options."
Upon consummation of the Workflow Distribution, the number of stock options
granted to officers, directors and employees of the Company in respect of U.S.
Office Products' options and their exercise prices will be determined according
to the formula set by U.S. Office Products.
<TABLE>
<CAPTION>
VALUE OF UNEXERCISED
NUMBER OF UNEXERCISED IN-THE-
OPTIONS HELD AT APRIL 25, MONEY OPTIONS AT FISCAL
1998 (1) (4) YEAR END ($) (1) (2) (3)
SHARES ACQUIRED VALUE -------------------------- --------------------------
NAME ON EXERCISE (#) REALIZED($) EXERCISABLE UNEXERCISABLE EXERCISABLE UNEXERCISABLE
- ---------------------------- --------------- ----------- ----------- ------------- ----------- -------------
<S> <C> <C> <C> <C> <C> <C>
Thomas B. D'Agostino........ -- -- -- 45,000 -- $ 76,725
Timothy L. Tabor............ 48,522 486,601 -- 15,000 -- $ 25,575
Michael B. Feldman.......... -- -- 36,391 37,500 $ 224,714 $ 25,575
</TABLE>
- ------------------
(1) The option exercise price will be adjusted by applying the following
formula:
Exercise Price (New) = Exercise Price (Old) X Initial Public Offering Price
of Common Stock in the Offering
Trading Price of U.S. Office Products Common
Stock Pre-Workflow Distribution
The number of option will be adjusted by applying the following formula:
Option Shares (New) = Option Shares (Old) XTrading Price of U.S. Office
Products Common Stock
Pre-Workflow Distribution
Initial Public Offering Price of
Common Stock in the Offering
For all optionees, the "Trading Price of U.S. Office Products Common Stock
Pre-Workflow Distribution" will be the average closing price of U.S. Office
Products' common stock for the lesser of (a) ten business days preceding the
Distributions, or (b) the number of business days falling between the
expiration of the Tender Offer and the completion of the Distributions. The
exercise price and number of options will not be adjusted as a result of the
Tender Offer, but instead are adjusted solely for the Distributions. The
intrinsic value of the adjusted options will be no greater than the
intrinsic value of the options before the Distributions, and the ratio of
exercise price to market price will be not less than the ratio before the
Distributions.
(2) Options are "in-the-money" if the closing market price of U.S. Office
Products' common stock exceeds the exercise price of the options.
(3) The value of unexercised options represents the difference between the
exercise price of such options and $16.875, the closing market price of U.S.
Office Products' common stock at April 24, 1998.
(4) 25% of these options became exercisable on April 28, 1998.
49
<PAGE>
CERTAIN TRANSACTIONS
On January 24, 1997, in separate, related transactions, U.S. Office Products
acquired SFI and Hano from Thomas B. D'Agostino, the Chairman and Chief
Executive Officer of Workflow Management, and other stockholders, including
Thomas B. D'Agostino, Jr., Mr. D'Agostino's son, for a total of 3,628,500 shares
of U.S. Office Products' common stock valued at $18.00 per share. The
transactions were effected through mergers which were accounted for as
pooling-of-interests. At the time of the acquisitions, Mr. D'Agostino owned 98%
of the issued and outstanding securities of SFI, and 75% of the issued and
outstanding securities of Hano, and received 3,387,699 shares of U.S. Office
Products' common stock in consideration for these transactions. Thomas B.
D'Agostino, Jr. received 73,144 shares of U.S. Office Products' common stock in
consideration for these transactions. In connection with the transaction, SFI
entered into a four-year employment agreement with Mr. D'Agostino which provided
an annual salary of $400,000 and a one-year employment agreement with Timothy L.
Tabor, a Director of the Company, which provided an annual salary of $260,000.
See "Management--Employment Contracts and Related Matters." These transactions
were the subject of arm's length negotiations with U.S. Office Products.
The Company has from time to time retained the law firm of Kaufman & Canoles
in connection with certain legal representations. Gus J. James II, a Director of
the Company, is the President, a director and a shareholder of Kaufman &
Canoles.
Prior to December 1996, SFI leased warehouse space from a partnership in
which Mr. D'Agostino had a 50% interest. The total payments by SFI under this
lease were $81,000 in calendar years 1995 and 1996, respectively. This lease was
terminated in December 1996. The Company believes that the terms of this
transaction are as favorable as could be negotiated with third parties.
Prior to the Workflow Distribution, the Company expects to enter into a
lease with an entity owned or controlled by Mr. D'Agostino for office space in
Norfolk, Virginia. The terms of any such lease have not yet been determined. The
Company anticipates that lease payments will be based on the market value of the
office space and will be comparable to rents that would be charged to parties
not affiliated with Mr. D'Agostino. The Company believes that the terms of this
transaction are as favorable as could be negotiated with third parties.
SFI loaned Mr. D'Agostino $453,000 in 1995 and $382,000 in 1996. Interest
accrued on amounts outstanding at prime plus 1%. All of Mr. D'Agostino's
outstanding indebtedness to SFI was offset against dividend distributions to Mr.
D'Agostino. The Company believes that the terms of this transaction were subject
to terms no less favorable than an arm's-length transaction.
Workflow Management is negotiating with U.S. Office Products regarding the
license of the Imagenet technology to U.S. Office Products. The parties
anticipate that Workflow Management will retain ownership of Imagenet, but U.S.
Office Products will receive a perpetual, non-exclusive, non-transferable
license to use the technology and the source code to develop derivative
applications; provided, however, that for a period of time to be negotiated,
U.S. Office Products will not use the technology or any derivative application
to offer its customers the kind of print and forms services that Workflow
Management offers its customers, including print-on-demand and print management.
The parties anticipate that U.S. Office Products will agree to refer customers
seeking such services to the Company during the restricted period. The parties
are negotiating the license fee payable with respect to the license. The parties
anticipate that the terms of the license will be no less favorable to the
Company than those that would be obtained from third parties in arm's-length
negotiations.
For a discussion of matters related to the spin-off of the Company from U.S.
Office Products, see "The Spin-Offs From U.S. Office Products."
For a discussion of transactions between the Company and Mr. Ledecky, see
"Management--Ledecky Services Agreement."
50
<PAGE>
PRINCIPAL STOCKHOLDERS
The following table sets forth the number and percentage of outstanding
shares of U.S. Office Products' common stock beneficially owned as of April 1,
1998 and as adjusted to reflect the Workflow Distribution and this Offering
(assuming no exercise of the Underwriters' over-allotment option, no shares are
tendered in the Tender Offer, application of the Distribution Ratio and no
options are exercisable), by (i) all persons known by Workflow Management to own
beneficially more than 5% of the U.S. Office Products' common stock, (ii) each
director and each Named Officer who is a stockholder, and (iii) all directors
and executive officers as a group. All persons listed below have sole voting and
investment power with respect to their shares of U.S. Office Products' common
stock unless otherwise indicated.
<TABLE>
<CAPTION>
PERCENT OF U.S. NUMBER OF SHARES PERCENT OF
NUMBER OF SHARES OFFICE PRODUCTS OF WORKFLOW SHARES OF
OF U.S. OFFICE COMMON STOCK MANAGEMENT COMMON WORKFLOW
PRODUCTS COMMON PRIOR TO STOCK AS ADJUSTED MANAGEMENT
NAME AND ADDRESS OF BENEFICIAL OWNER STOCK OFFERING (1) COMMON STOCK
- -------------------------------------------- ----------------- --------------- ----------------- -------------
<S> <C> <C> <C> <C>
OFFICERS AND DIRECTORS
Thomas B. D'Agostino (7).................... 500,183(2) *
301 Australian Ave.
Palm Beach, FL 33480
Thomas A. Brown, Sr......................... 0 0%
165 Flanders Road
Bethlehem, CT 06751
Jonathan J. Ledecky (7)..................... 2,428,125(3) 1.7
240 Royal Palm Way
Palm Beach, Florida 33480
Gus J. James, II............................ 0 0
One Commercial Place
Norfolk, VA 23514
Timothy L. Tabor (7)........................ 3,750(4) *
276 Park Avenue South
New York, NY 10010
Michael B. Feldman (7)...................... 45,766(5) *
3701 E. Virginia Beach Blvd.
Norfolk, VA 23502
F. Craig Wilson............................. 0 0
4841 Tramway Ridge Drive N.E.
Albuquerque, New Mexico 87111
All current executive officers and directors 2,977,824
as a group (six persons) (7)..............
5% STOCKHOLDERS
FMR Corp.(6)................................ 15,754,406 11.2
Devonshire Street
Boston, MA 02109
Massachusetts Financial Services (6)........ 8,262,886 5.9
500 Boylston Street
Boston, MA 02116
</TABLE>
51
<PAGE>
- ------------------
* Less than 1%.
(1) The "Number of Shares of Workflow Management Common Stock, As Adjusted"
reflects the results of the Tender Offer and the application of the
Distribution Ratio. It assumes no options are exercisable within 60 days.
(2) Includes 11,250 shares which may be acquired upon exercise of options
exercisable within 60 days following the Workflow Distribution.
(3) Excludes options for U.S. Office Products' common stock that will not be
converted into options for Common Stock at the time of the Workflow
Distribution.
(4) Includes 3,750 shares which may be acquired upon exercise of options
exercisable within 60 days following the Workflow Distribution.
(5) Includes 45,766 shares which may be acquired upon exercise of options
exercisable within 60 days following the Workflow Distribution.
(6) Based upon a Schedule 13G for U.S. Office Products filed with the Securities
and Exchange Commission.
(7) In respect of U.S. Office Products' options, the option exercise price will
be adjusted by applying the following formula:
Exercise Price (New) = Exercise Price (Old) XInitial Public Offering Price
of Common Stock in the Offering
Trading Price of U.S. Office Products Common
Stock Pre-Workflow Distribution
In respect of U.S. Office Products' options, the number of option will be
adjusted by applying the following formula:
Option Shares (New) = Option Shares (Old) XTrading Price of U.S. Office
Products Common Stock Pre-Workflow Distribution
Initial Public Offering Price of Common Stock
in the Offering
For all optionees, the "Trading Price of U.S. Office Products Common Stock
Pre-Workflow Distribution" will be the average closing price of U.S. Office
Products' common stock for the lesser of (a) ten business days preceding the
Distributions, or (b) the number of business days falling between the
expiration of the Tender Offer and the completion of the Distributions. The
exercise price and number of options will not be adjusted as a result of the
Tender Offer, but instead are adjusted solely for the Distributions. The
intrinsic value of the adjusted options will be no greater than the
intrinsic value of the options before the Distributions, and the ratio of
exercise price to market price will be not less than the ratio before the
Distributions.
52
<PAGE>
DESCRIPTION OF CAPITAL STOCK
GENERAL
At the time of this Offering and the Workflow Distribution, the Company's
authorized capital stock will consist of 150 million shares of Common Stock and
1 million shares of preferred stock, par value $0.001 per share (the "Preferred
Stock"). At the time of this Offering and the Workflow Distribution, the Company
will have outstanding approximately shares of Common Stock and no shares
of Preferred Stock. Set forth below is a description of the Company's capital
stock.
COMMON STOCK
The holders of Common Stock are entitled to one vote for each share on all
matters voted upon by stockholders, including the election of directors. Subject
to the rights of any then outstanding shares of Preferred Stock, the holders of
the Common Stock are entitled to such dividends as may be declared in the
discretion of the Board of Directors out of funds legally available therefor.
See "Dividend Policy." The holders of Common Stock are entitled to share ratably
in the net assets of the Company upon liquidation after payment or provision for
all liabilities and any preferential liquidation rights of any Preferred Stock
then outstanding. The holders of Common Stock have no preemptive rights to
purchase any other securities of the Company. Shares of Common Stock are not
subject to any redemption provisions and are not convertible into any other
securities of the Company. All of the shares of Common Stock to be distributed
pursuant to this Offering will be fully paid and nonassessable.
PREFERRED STOCK
The Preferred Stock may be issued from time to time by the Board of
Directors as shares of one or more classes or series. Subject to the provisions
of the Company's Certificate of Incorporation and limitations prescribed by law,
the Board of Directors is expressly authorized to adopt resolutions to issue the
shares, to fix the number of shares and to change the number of shares
constituting any series, and to provide for or change the voting powers,
designations, preferences and relative, participating, optional or other special
rights, qualifications, limitations or restrictions thereof, including dividend
rights (including whether dividends are cumulative), dividend rates, terms of
redemption (including sinking fund provisions), redemption prices, conversion
rights and liquidation preferences of the shares constituting any class or
series of the Preferred Stock, in each case without any further action or vote
by the stockholders. The Company has no current plans to issue any shares of
Preferred Stock of any class or series.
One of the effects of undesignated Preferred Stock may be to enable the
Board of Directors to render more difficult or to discourage an attempt to
obtain control of the Company by means of a tender offer, proxy contest, merger
or otherwise, and thereby to protect the continuity of the Company's management.
The issuance of shares of the Preferred Stock pursuant to the authority of the
Board of Directors described above may adversely affect the rights of the
holders of Common Stock. For example, Preferred Stock issued by the Company may
rank prior to the Common Stock as to dividend rights, liquidation preference or
both, may have full or limited voting rights and may be convertible into shares
of Common Stock. Accordingly, the issuance of shares of Preferred Stock may
discourage bids for the Common Stock or may otherwise adversely affect the
market price of the Common Stock.
STATUTORY BUSINESS COMBINATION PROVISION
The Company is subject to the provisions of Section 203 of the Delaware
General Corporation Law ("Section 203"). Section 203 provides, with certain
exceptions, that a Delaware corporation may not engage in any of a broad range
of business combinations with a person or an affiliate, or associate of such
person, who is an "interested stockholder" for a period of three years from the
date that such person became an interested stockholder unless: (i) the
transaction resulting in a person becoming an interested stockholder, or the
business combination, is approved by the board of directors of the corporation
before
53
<PAGE>
the person becomes an interested stockholder; (ii) the interested stockholder
acquired 85% or more of the outstanding voting stock of the corporation in the
same transaction that makes such person an interested stockholder (excluding
shares owned by persons who are both officers and directors of the corporation,
and shares held by certain employee stock ownership plans); or (iii) on or after
the date the person becomes an interested stockholder, the business combination
is approved by the corporation's board of directors and by the holders of at
least 66 2/3% of the corporation's outstanding voting stock at an annual or
special meeting, excluding shares owned by the interested stockholder. Under
Section 203, an "interested stockholder" is defined as any person who is: (i)
the owner of 15% or more of the outstanding voting stock of the corporation; or
(ii) an affiliate or associate of the corporation if such affiliate or associate
was the owner of 15% or more of the outstanding voting stock of the corporation
at any time within the three-year period immediately prior to the date on which
it is sought to be determined whether such person is an interested stockholder.
Under the Company's Certificate of Incorporation the affirmative vote of a
majority of the directors is required to approve an interested stockholder
transaction.
A corporation may, at its option, exclude itself from the coverage of
Section 203 by amending its certificate of incorporation or bylaws, by action of
its stockholders, to exempt itself from coverage, provided that such bylaws or
certificate of incorporation amendment shall not become effective until 12
months after the date it is adopted. The Company has not adopted such an
amendment to its Certificate of Incorporation or By-laws.
LIMITATION ON DIRECTORS' LIABILITIES AND INDEMNIFICATION
Pursuant to the Certificate of Incorporation and under Delaware law,
directors of Workflow Management are not liable to the Company or its
stockholders for monetary damages for breach of fiduciary duty, except for
liability in connection with a breach of duty of loyalty, for acts or omissions
not in good faith or which involve intentional misconduct or a knowing violation
of law, for dividend payments or stock repurchases illegal under Delaware law or
any transaction in which a director has derived an improper personal benefit.
The Company's By-laws provide that the Company will, to the fullest extent
permitted under Delaware law, indemnify its officers and directors against any
damages arising out of their actions as officers or directors of the Company.
TRANSFER AGENT AND REGISTRAR
The Transfer Agent and Registrar for the Common Stock will be American Stock
Transfer & Trust Company.
54
<PAGE>
SHARES ELIGIBLE FOR FUTURE SALE
Sales of substantial amounts of the Common Stock in the public market
following this Offering and the Workflow Distribution could have an adverse
effect on the market price of the Common Stock. The shares of Common Stock
offered by the Company hereby (and any shares sold pursuant to the exercise of
the Underwriters' over-allotment option) will be freely tradable without
restriction other than in the hands of "affiliates" of the Company as defined in
Rule 144. Shares of Common Stock issued upon consummation of the Workflow
Distribution will be freely tradeable after the Workflow Distribution other than
in the hands of "affiliates" of the Company as defined in Rule 144. Common stock
in the hands of affiliates will be "restricted securities" subject to Rule 144
promulgated under the Securities Act.
In general, under Rule 144 as currently in effect, a stockholder (or
stockholders whose shares are aggregated) who has beneficially owned shares
constituting "restricted securities" (generally defined as securities acquired
from the Company or an affiliate of the Company in a non-public transaction) for
at least one year, is entitled to sell within any three-month period a number of
shares that does not exceed the greater of (i) 1% of the outstanding Common
Stock (approximately shares of Common Stock immediately after this
Offering or shares if the Underwriters' over-allotment option is exercised
in full) or (ii) the average weekly trading volume in the Common Stock in the
over-the-counter market during the four calendar weeks preceding the date on
which notice of such sale is filed pursuant to Rule 144. Sales under Rule 144
are also subject to certain provisions regarding the manner of sale, notice
requirements and the availability of current public information about the
Company. A stockholder (or stockholders whose shares are aggregated) who is not
an affiliate of the Company for at least 90 days prior to a sale and who has
beneficially owned "restricted securities" for at least two years is entitled to
sell such shares under Rule 144 without regard to the limitations described
above.
Certain executive officers and directors of the Company have agreed not to
sell or otherwise dispose of their shares of Common Stock for a period of 180
days following this Offering without the consent of BancAmerica Robertson
Stephens.
The Company intends to register the shares of Common Stock reserved for
issuance pursuant to its stock incentive plan as soon as practicable following
the date of this Prospectus. A substantial number of options to acquire shares
of Common Stock will be exercisable upon consummation of the Workflow
Distribution. Following this Offering and the Workflow Distribution, in view of
the large number of shares freely-tradeable and available for immediate sale,
the market for the Company's Common Stock could be highly volatile, which could
adversely affect the trading price of the Common Stock. See "Risk Factors--
Potential Volatility of Stock Price and Other Risks Associated with Shares
Eligible for Immediate Sale."
55
<PAGE>
UNDERWRITING
The underwriters named below (the "Underwriters"), acting through their
representatives, BancAmerica Robertson Stephens, Morgan Stanley Dean Witter and
Sands Brothers & Co., Ltd. (the "Representatives"), have severally agreed,
subject to the terms and conditions of an underwriting agreement among the
Company and the Underwriters (the "Underwriting Agreement"), to purchase the
number of shares of Common Stock set forth opposite their respective names
below. The Underwriters are committed to purchase and pay for all of such shares
if any are purchased.
<TABLE>
<CAPTION>
NUMBER
UNDERWRITER OF SHARES
- ----------------------------------------------------------------------------------- -----------
<S> <C>
BancAmerica Robertson Stephens.....................................................
Morgan Stanley Dean Witter.........................................................
Sands Brothers & Co., Ltd. ........................................................
-----------
Total..........................................................................
-----------
-----------
</TABLE>
The Representatives have advised the Company that they propose to offer the
shares of Common Stock to the public at the offering price set forth on the
cover page of this Prospectus and to certain dealers at such price less a
concession of not in excess of $ per share, of which $ may be
reallowed to other dealers. After the initial public offering, the public
offering price, concession and reallowance to dealers may be reduced by the
Representatives. No such reduction shall affect the amount of proceeds to be
received by the Company as set forth on the cover page of this Prospectus.
The Company has granted to the Underwriters an option, exercisable during
the 30-day period after the date of this Prospectus, to purchase up to
additional shares of Common Stock at the same price per share as the Company
will receive for the shares that the Underwriters have agreed to
purchase from the Company. To the extent that the Underwriters exercise such
option, each of the Underwriters will have a firm commitment to purchase
approximately the same percentage of such additional shares that the number of
shares of Common Stock to be purchased by it shown in the above table represents
as a percentage of the shares offered hereby. If purchased, such
additional shares will be sold by the Underwriters on the same terms as those on
which the shares are being sold.
The Underwriting Agreement contains covenants of indemnity between the
Underwriters and the Company against certain civil liabilities, including
liabilities under the Securities Act and liabilities arising from breaches of
representations and warranties contained in the Underwriting Agreement.
Pursuant to the terms of the Lock-Up Agreements, the holders of
approximately shares of the Common Stock have agreed with the
Representatives that for a period of 180 days after the date of this Prospectus
(the "Lock-Up Period"), that, subject to certain limited exceptions, they will
not sell or otherwise dispose of shares of Common Stock, including shares
issuable under options or warrants exercisable during the Lock-Up Period, any
options or warrants to purchase shares of Common Stock or any securities
convertible into or exchangeable for shares of Common Stock owned directly by
such holders or with respect to which they have the power of disposition without
the prior written consent of BancAmerica Robertson Stephens. However,
BancAmerica Robertson Stephens may, in its sole discretion and at any time
without notice, release all or any portion of the securities subject to lock-up
agreements. There are no agreements between the Representatives and any of the
Company's stockholders providing consent by the Representatives to the sale of
shares prior to the expiration of the Lock-Up Period. The Company has agreed
that during the Lock-Up Period, the Company will not, subject to certain
exceptions, without the prior written consent of BancAmerica Robertson Stephens,
(i) consent to the disposition of any shares held by stockholders prior to the
expiration of the Lock-Up Period or (ii) issue, sell, contract to sell or
otherwise dispose of, any shares of Common Stock, any options or warrants to
purchase any shares of Common Stock or any securities convertible into,
exercisable for or exchangeable for shares of Common
56
<PAGE>
Stock, other than the Company's sale of shares in this offering, the issuance of
Common Stock upon the exercise of outstanding options and warrants and the
Company's issuance of options and stock under the existing stock option and
stock purchase plans. See "Shares Eligible for Future Sale."
The Representatives have advised the Company that they do not intend to
confirm sales to any accounts over which they exercise discretionary authority.
Prior to this Offering, there has been no public market for the Common Stock
of the Company. Consequently, the initial public offering price for the Common
Stock offered hereby was determined through negotiations between the Company and
the Representatives. Among the factors to be considered in such negotiations
will be prevailing market conditions, certain financial information of the
Company, market valuations of other companies that the Company and the
Representatives believe to be comparable to the Company, estimates of the
business potential of the Company, the present state of the Company's
development and other factors deemed relevant.
Certain persons participating in this Offering may engage in transactions,
including syndicate covering transactions or the imposition of penalty bids,
which may involve the purchase of Common Stock on the Nasdaq National Market or
otherwise. Such transactions may stabilize or maintain the market price of the
Common Stock at a level above that which might otherwise prevail in the open
market and, if commenced, may be discontinued at any time.
The Representatives have advised the Company that, pursuant to Regulation M
under the Securities Act, certain persons participating in the offering may
engage in transactions, including stabilizing bids, syndicate covering
transactions or the imposition of penalty bids, which may have the effect of
stabilizing or maintaining the market price of the Common Stock at a level above
that which might otherwise prevail in the open market. A "stabilizing bid" is a
bid for or the purchase of the Common Stock on behalf of the Underwriters for
the purpose of fixing or maintaining the price of the Common Stock. A "syndicate
covering transaction" is the bid for or the purchase of the Common Stock on
behalf of the Underwriters to reduce a short position incurred by the
Underwriters in connection with the Offering. A "penalty bid" is an arrangement
permitting the Representatives to reclaim the selling concession otherwise
accruing to an Underwriter or syndicate member in connection with the Offering
if the Common Stock originally sold by such Underwriter or syndicate member is
purchased by the Representatives in a syndicate covering transaction and has
therefore not been effectively placed by such Underwriter or syndicate member.
The Representatives have advised the Company that such transactions may be
effected on the Nasdaq National Market or otherwise and, if commenced, may be
discontinued at any time.
VALIDITY OF COMMON STOCK
The validity of the shares of Common Stock will be passed upon for the
Company by Wilmer, Cutler & Pickering, Washington, D.C. Certain legal matters in
connection with the Common Stock will be passed upon for the Underwriters by
Winston & Strawn, Chicago, Illinois.
EXPERTS
The consolidated financial statements of Workflow Management as of April 30,
1996 and April 26, 1997, and for the fiscal year ended December 31, 1995, the
four months ended April 30, 1996 and the fiscal year ended April 26, 1997
included in this Prospectus, except as they relate to Workflow Management, Inc.
for the year ended December 31, 1994; Hano Document Printers, Inc. as of
December 31, 1995 and for the year then ended; and United Envelope Co., Inc. and
its affiliate, Rex Envelope Co., Inc. as of December 31, 1994 and 1995 and for
the years then ended, have been audited by Price Waterhouse LLP, independent
accountants, and insofar as they relate to Workflow Management, Inc. for the
year ended December 31, 1994 by KPMG Peat Marwick LLP; Hano Document Printers,
Inc., by KPMG Peat Marwick LLP; and United Envelope Co., Inc. and Huxley
Envelope Corporation by Hertz, Herson & Company
57
<PAGE>
LLP, independent accountants, whose reports dated February 17, 1998, August 28,
1996 and March 6, 1996, respectively, thereon appear herein. Such financial
statements have been so included in reliance on the reports of such independent
accountants given on the authority of such firms as experts in auditing and
accounting.
The financial statements of Astrid Offset Corporation as of July 31, 1997
and for the year then included in this Prospectus have been so included in
reliance on the February 6, 1997 report of Price Waterhouse LLP, independent
accountants, given on the authority of said firm as experts in auditing and
accounting.
ADDITIONAL INFORMATION
The Company has filed with the Commission a registration statement on Form
S-1 pursuant to the Securities Act with respect to the Common Stock offered
hereby (the "Registration Statement"). This prospectus (the "Prospectus") does
not contain all the information set forth in the Registration Statement and the
exhibits and schedules thereto, certain items of which are omitted as permitted
by the rules and regulations of the Commission. Statements contained in this
Prospectus concerning the provisions of any document filed with the Registration
Statement as exhibits are necessarily summaries of such documents, and each such
statement is qualified in its entirety by reference to the copy of the
applicable document filed as an exhibit to the Registration Statement.
For further information about the Company and the Common Stock offered
hereby, reference is made to the Registration Statement and to the financial
statements, schedules and exhibits filed as a part thereof. Upon completion of
this Offering, the Company will be subject to the information requirements of
the Securities Exchange Act of 1934, as amended (the "Exchange Act"), and, in
accordance therewith, will file reports and other information with the
Commission. The Registration Statement, the exhibits and schedules forming a
part thereof and the reports and other information filed by the Company with the
Commission in accordance with the Exchange Act may be inspected without charge
at the public reference facilities maintained by the Commission at 450 Fifth
Street, N.W., Washington, D.C. 20549; at its New York Regional Office, 7 World
Trade Center, 13th Floor, New York, New York 10048; and its Chicago Regional
Officer, 500 West Madison Street, Suite 1400, Chicago, Illinois 60661. Copies of
such material can be obtained from the public reference section of the
Commission, 450 Fifth Street N.W., Washington, D.C. 20549, upon payment of the
prescribed rates. The Commission maintains a world wide web site that contains
reports, proxy and information statements and other information regarding
registrants that file electronically with the Commission, and the address of
such site is http://www.sec.gov.
58
<PAGE>
WORKFLOW MANAGEMENT, INC.
INDEX TO FINANCIAL STATEMENTS
<TABLE>
<CAPTION>
WORKFLOW MANAGEMENT, INC. HISTORICAL FINANCIAL STATEMENTS
Page
---
Report of Price Waterhouse LLP, Independent Accountants F-2
<S> <C>
Report of KPMG Peat Marwick LLP, Independent Auditors F-3
Report of KPMG Peat Marwick LLP, Independent Auditors F-4
Report of Hertz, Herson & Company, LLP, Independent Auditors F-5
Report of Hertz, Herson & Company, LLP, Independent Auditors F-6
Consolidated Balance Sheet as of April 30, 1996, April 26, 1997 and January 24,
1998 (unaudited) F-7
Consolidated Statement of Income for the years ended December 31, 1994 and 1995,
the four months ended April 30, 1996, the fiscal year ended April 26, 1997 and
the nine months ended January 25, 1997 (unaudited) and January 24, 1998
(unaudited) F-8
Consolidated Statement of Stockholder's Equity for the years ended December 31,
1994 and 1995, the four months ended April 30, 1996, the fiscal year ended April
26, 1997 and the nine months ended January 24, 1998 (unaudited) F-9
Consolidated Statement of Cash Flows for the years ended December 31, 1994 and
1995, the four months ended April 30, 1996, the fiscal year ended April 26, 1997
and the nine months ended January 25, 1997 (unaudited) and January 24, 1998
(unaudited) F-10
Notes to Consolidated Financial Statements F-12
ASTRID OFFSET CORPORATION
Report of Price Waterhouse LLP, Independent Accountants F-27
Balance Sheet as of July 31, 1997 and October 31, 1997 (unaudited) F-28
Statement of Income for the year ended July 31, 1997 and the three months ended
October 31, 1996 (unaudited) and 1997 (unaudited) F-29
Statement of Stockholder's Equity for the year ended July 31, 1997 and the three
months ended October 31, 1997 (unaudited) F-30
Statement of Cash Flows for the year ended July 31, 1997 and the three months ended
October 31, 1996 (unaudited) and 1997 (unaudited) F-31
Notes to Financial Statements F-32
WORKFLOW MANAGEMENT, INC. PRO FORMA COMBINED FINANCIAL STATEMENTS
Introduction to Pro Forma Financial Information F-36
Pro Forma Combined Balance Sheet as of January 24, 1998 (unaudited) F-37
Pro Forma Combined Statement of Income for the nine months ended January 24, 1998
(unaudited) F-38
Pro Forma Combined Statement of Income for the nine months ended January 25, 1997
(unaudited) F-39
Pro Forma Combined Statement of Income for the fiscal year ended April 26, 1997
(unaudited) F-40
Notes to Pro Forma Combined Financial Statements F-41
</TABLE>
F-1
<PAGE>
REPORT OF INDEPENDENT ACCOUNTANTS
To the Board of Directors
of Workflow Management, Inc.:
In our opinion, based upon our audits and the reports of other auditors, the
accompanying consolidated balance sheet and the related consolidated statements
of income, of stockholder's equity and of cash flows present fairly, in all
material respects, the financial position of Workflow Management, Inc. (the
"Company") and its subsidiaries at April 30, 1996 and April 26, 1997, and the
results of their operations and their cash flows for the fiscal year ended
December 31, 1995, the four months ended April 30, 1996 and the fiscal year
ended April 26, 1997, in conformity with generally accepted accounting
principles. These financial statements are the responsibility of the Company's
management; our responsibility is to express an opinion on these financial
statements based on our audits. We did not audit the financial statements of
Hano Document Printers, Inc. ("Hano"), United Envelope Co., Inc. and its
affiliate, Rex Envelope Co. Inc. ("United") and Huxley Envelope Corporation
("Huxley"), wholly-owned subsidiaries, which statements reflect total revenues
for the year ended December 31, 1995 of $31,299,000, $81,917,000 and
$18,868,000, respectively. Those statements were audited by other auditors whose
reports thereon have been furnished to us, and our opinion expressed herein,
insofar as it relates to the amounts included for Hano, United and Huxley, is
based solely on the reports of the other auditors. We conducted our audits of
these statements in accordance with generally accepted auditing standards which
require that we plan and perform the audit to obtain reasonable assurance about
whether the financial statements are free of material misstatement. An audit
includes examining, on a test basis, evidence supporting the amounts and
disclosures in the financial statements, assessing the accounting principles
used and significant estimates made by management, and evaluating the overall
financial statement presentation. We believe that our audits and the reports of
other auditors provide a reasonable basis for the opinion expressed above.
PRICE WATERHOUSE LLP
Minneapolis, Minnesota
February 10, 1998
F-2
<PAGE>
INDEPENDENT AUDITORS' REPORT
The Board of Directors
Workflow Management, Inc.:
We have audited the accompanying consolidated statements of income,
stockholder's equity and cash flows of Workflow Management, Inc. and
subsidiaries (the "Company") for the year ended December 31, 1994. These
consolidated financial statements are the responsibility of the Company's
management. Our responsibility is to express an opinion on these consolidated
financial statements based on our audit. We did not audit the financial
statements of United Envelope Co., Inc. and its affiliates, Rex Envelope Co.,
Inc. ("United"), and Huxley Envelope Corporation ("Huxley"), wholly owned
subsidiaries, which statements reflect total revenues constituting 46.3 percent
of the consolidated total for the year ended December 31, 1994. Those statements
were audited by other auditors whose reports have been furnished to us, and our
opinion, insofar as it relates to the amounts included for United and Huxley, is
based solely on the reports of the other auditors.
We conducted our audit in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audit to obtain
reasonable assurance about whether the financial statements are free of material
misstatement. An audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the financial statements. An audit also includes
assessing the accounting principles used and significant estimates made by
management, as well as evaluating the overall financial statement presentation.
We believe that our audit and the reports of the other auditors provide a
reasonable basis for our opinion.
In our opinion, based on our audit and the reports of the other auditors,
the consolidated financial statements referred to above present fairly, in all
material respects, the results of operations and cash flows of Workflow
Management, Inc. and subsidiaries for the year ended December 31, 1994 in
conformity with generally accepted accounting principles.
KPMG PEAT MARWICK LLP
Norfolk, Virginia
February 17, 1998
F-3
<PAGE>
INDEPENDENT AUDITORS' REPORT
The Board of Directors and Stockholders
of Hano Document Printers, Inc.:
We have audited the balance sheet of Hano Document Printers, Inc. as of
December 31, 1995 and the related statements of income, stockholders' equity and
cash flows for the year then ended, which are not included herein. These
financial statements are the responsibility of the Company's management. Our
responsibility is to express an opinion on these financial statements based on
our audit.
We conducted our audit in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audit to obtain
reasonable assurance about whether the financial statements are free of material
misstatement. An audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the financial statements. An audit also includes
assessing the accounting principles used and significant estimates made by
management, as well as evaluating the overall financial statement presentation.
We believe that our audit provides a reasonable basis for our opinion.
In our opinion, the financial statements referred to above present fairly,
in all material respects, the financial position of Hano Document Printers, Inc.
as of December 31, 1995 and the results of its operations and its cash flows for
the year then ended in conformity with generally accepted accounting principles.
KPMG PEAT MARWICK LLP
Norfolk, Virginia
August 28, 1996
F-4
<PAGE>
INDEPENDENT AUDITORS' REPORT
To the Shareholders of
United Envelope Co., Inc.
We have audited the combined balance sheets of United Envelope Co., Inc. and
its affiliate, Rex Envelope Co., Inc., as at December 31, 1995 and 1994, and the
related combined statements of income and retained earnings and cash flows for
the years then ended (not presented separately herein). These financial
statements are the responsibility of the Company's management. Our
responsibility is to express an opinion on these financial statements based on
our audits.
We conducted our audits in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audit to obtain
reasonable assurance about whether the financial statements are free of material
misstatement. An audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the financial statements. An audit also includes
assessing the accounting principles used and significant estimates made by
management, as well as evaluating the overall financial statement presentation.
We believe that our audits provide a reasonable basis for our opinion.
As referred to in Note A on "Principles of Combination," the companies,
whose financial statements are combined, are related through common ownership
and control. In addition, each has pledged certain assets and guaranteed
long-term indebtedness of the other as described in the notes to financial
statements. In view of their close operating and financial relationship, the
preparation of combined financial statements was considered appropriate. The
combined statements, however, do not refer to a legal entity and neither of the
companies guarantees trade obligations of the other.
In our opinion, the combined financial statements referred to above present
fairly, in all material respects, the combined financial position of United
Envelope Co., Inc. and its affiliate as at December 31, 1995 and 1994, and the
results of their operations and their cash flows for the years then ended, in
conformity with generally accepted accounting principles.
HERTZ, HERSON & COMPANY, LLP
New York, New York
March 6, 1996
F-5
<PAGE>
INDEPENDENT AUDITORS' REPORT
To the Shareholders of
Huxley Envelope Corporation
Industrial Park Blvd.
Mt. Pocono Industrial Park
Mt. Pocono, PA 18344
We have audited the balance sheets of Huxley Envelope Corporation as at
December 31, 1995 and 1994, and the related statements of income and retained
earnings (accumulated deficit) and cash flows for the years then ended (not
presented separately herein). These financial statements are the responsibility
of the Company's management. Our responsibility is to express an opinion on
these financial statements based on our audits.
We conducted our audits in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audit to obtain
reasonable assurance about whether the financial statements are free of material
misstatement. An audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the financial statements. An audit also includes
assessing the accounting principles used and significant estimates made by
management, as well as evaluating the overall financial statement presentation.
We believe that our audits provide a reasonable basis for our opinion.
In our opinion, the financial statements referred to above present fairly,
in all material respects, the financial position of Huxley Envelope Corporation
as at December 31, 1995 and 1994, and the results of its operations and its cash
flows for the years then ended, in conformity with generally accepted accounting
principles.
HERTZ, HERSON & COMPANY LLP
New York, New York
March 4, 1996
F-6
<PAGE>
WORKFLOW MANAGEMENT, INC.
CONSOLIDATED BALANCE SHEET
(IN THOUSANDS)
<TABLE>
<CAPTION>
APRIL 30, APRIL 26, JANUARY 24,
1996 1997 1998
---------- ---------- -----------
<S> <C> <C> <C>
(UNAUDITED)
ASSETS
Current assets:
Cash and cash equivalents................................................. $ 1,324 $ 2,168 $ 248
Accounts receivable, less allowance for doubtful accounts of $1,993,
$1,831 and $2,828, respectively......................................... 50,942 50,917 54,121
Inventories............................................................... 23,815 26,990 29,330
Prepaid expenses and other current assets................................. 3,314 3,402 1,875
---------- ---------- -----------
Total current assets.................................................. 79,395 83,477 85,574
Property and equipment, net................................................. 31,647 33,119 31,064
Notes receivable from employees............................................. 3,461 3,643
Intangible assets, net...................................................... 879 913 2,203
Other assets................................................................ 6,028 4,138 4,621
---------- ---------- -----------
Total assets.......................................................... $ 117,949 $ 125,108 $ 127,105
---------- ---------- -----------
---------- ---------- -----------
LIABILITIES AND STOCKHOLDER'S EQUITY
Current liabilities:
Short-term debt........................................................... $ 23,515 $ 3,681 $ 4,939
Short-term payable to U.S. Office Products................................ 23,622 17,658
Accounts payable.......................................................... 22,163 27,031 23,749
Accrued compensation...................................................... 4,752 4,173 4,004
Other accrued liabilities................................................. 5,587 8,060 9,854
---------- ---------- -----------
Total current liabilities............................................. 56,017 66,567 60,204
Long-term debt.............................................................. 28,108 6,034 5,498
Long-term payable to U.S. Office Products................................... 561 1,905
Deferred income taxes....................................................... 4,704 4,045 3,507
Other long-term liabilities................................................. 121 12
---------- ---------- -----------
Total liabilities..................................................... 88,829 77,328 71,126
---------- ---------- -----------
Commitments and contingencies
Stockholder's equity:
Divisional equity......................................................... 11,790 45,614 47,726
Cumulative translation adjustment......................................... 352 97 (1,365)
Retained earnings......................................................... 16,978 2,069 9,618
---------- ---------- -----------
Total stockholder's equity............................................ 29,120 47,780 55,979
---------- ---------- -----------
Total liabilities and stockholder's equity............................ $ 117,949 $ 125,108 $ 127,105
---------- ---------- -----------
---------- ---------- -----------
</TABLE>
See accompanying notes to consolidated financial statements.
F-7
<PAGE>
WORKFLOW MANAGEMENT, INC.
CONSOLIDATED STATEMENT OF INCOME
(IN THOUSANDS)
<TABLE>
<CAPTION>
FOR THE
FOR THE FOR THE FOUR FISCAL FOR THE NINE
YEAR ENDED MONTHS ENDED YEAR ENDED MONTHS ENDED
-------------------------- ------------- ------------- ------------------------
DECEMBER 31, DECEMBER 31, APRIL 30, APRIL 26, JANUARY 25, JANUARY 24,
1994 1995 1996 1997 1997 1998
------------ ------------ ------------- ------------- ----------- -----------
<S> <C> <C> <C> <C> <C> <C>
(UNAUDITED)
Revenues............................ $ 154,193 $ 309,426 $ 114,099 $ 327,381 $ 239,751 $ 257,777
Cost of revenues.................... 114,885 234,959 82,998 236,340 172,869 190,482
------------ ------------ ------------- ------------- ----------- -----------
Gross profit.................. 39,308 74,467 31,101 91,041 66,882 67,295
Selling, general and administrative
expenses.......................... 32,020 62,012 22,485 70,949 51,735 53,083
Non-recurring acquisition costs..... 5,006 2,902
------------ ------------ ------------- ------------- ----------- -----------
Operating income.............. 7,288 12,455 8,616 15,086 12,245 14,212
Other (income) expense:
Interest expense.................. 2,048 5,370 1,676 4,561 3,910 1,665
Interest income................... (18) (25) (21) (9)
Other............................. 186 62 (151) 632 610 (205)
------------ ------------ ------------- ------------- ----------- -----------
Income before provision for (benefit
from) income taxes and
extraordinary items............... 5,054 7,023 7,109 9,918 7,746 12,761
Provision for (benefit from) income
taxes............................. 379 (33) 1,351 3,690 2,249 5,212
------------ ------------ ------------- ------------- ----------- -----------
Income before extraordinary items... 4,675 7,056 5,758 6,228 5,497 7,549
Extraordinary items--losses on early
terminations of credit facilities,
net of income taxes............... 700 798
------------ ------------ ------------- ------------- ----------- -----------
Net income.......................... $ 4,675 $ 6,356 $ 5,758 $ 5,430 $ 5,497 $ 7,549
------------ ------------ ------------- ------------- ----------- -----------
------------ ------------ ------------- ------------- ----------- -----------
Per share amounts:
Basic:
Income from before
extraordinary items......... $ 0.10 $ 0.12 $ 0.07 $ 0.07 $ 0.06 $ 0.07
Extraordinary items........... 0.01 0.01
------------ ------------ ------------- ------------- ----------- -----------
Net income.................... $ 0.10 $ 0.11 $ 0.07 $ 0.06 $ 0.06 $ 0.07
------------ ------------ ------------- ------------- ----------- -----------
------------ ------------ ------------- ------------- ----------- -----------
Diluted:
Income from before
extraordinary items......... $ 0.10 $ 0.12 $ 0.07 $ 0.07 $ 0.06 $ 0.06
Extraordinary items........... 0.01 0.01
------------ ------------ ------------- ------------- ----------- -----------
Net income.................... $ 0.10 $ 0.11 $ 0.07 $ 0.06 $ 0.06 $ 0.06
------------ ------------ ------------- ------------- ----------- -----------
------------ ------------ ------------- ------------- ----------- -----------
Unaudited pro forma net income
before extraordinary items (see
Note 8)........................... $ 3,788 $ 3,344 $ 7,549
------------- ----------- -----------
------------- ----------- -----------
Unaudited pro forma income per share
before extraordinary items:
Basic........................... $ 0.04 $ 0.04 $ 0.07
------------- ----------- -----------
------------- ----------- -----------
Diluted......................... $ 0.04 $ 0.04 $ 0.06
------------- ----------- -----------
------------- ----------- -----------
</TABLE>
See accompanying notes to consolidated financial statements.
F-8
<PAGE>
WORKFLOW MANAGEMENT, INC.
CONSOLIDATED STATEMENT OF STOCKHOLDER'S EQUITY
(IN THOUSANDS)
<TABLE>
<CAPTION>
CUMULATIVE TOTAL
DIVISIONAL TRANSLATION RETAINED STOCKHOLDER'S
EQUITY ADJUSTMENT EARNINGS EQUITY
----------- ----------- ----------- -------------
<S> <C> <C> <C> <C>
Balance at December 31, 1993................................... $ 4,239 $ $ 7,436 $ 11,675
Cash dividends at Pooled Companies........................... (3,461) (3,461)
Net income................................................... 4,675 4,675
----------- ----------- ----------- -------------
Balance at December 31, 1994................................... 4,239 8,650 12,889
Transactions of Pooled Companies:
Issuance of Pooled Company common stock in conjunction with
acquisition.............................................. 7,451 7,451
Capital contributions...................................... 100 100
Cash dividends............................................. (2,465) (2,465)
Cumulative translation adjustment............................ 388 388
Net income................................................... 6,356 6,356
----------- ----------- ----------- -------------
Balance at December 31, 1995................................... 11,790 388 12,541 24,719
Cash dividends at Pooled Companies........................... (1,321) (1,321)
Cumulative translation adjustment............................ (36) (36)
Net income................................................... 5,758 5,758
----------- ----------- ----------- -------------
Balance at April 30, 1996...................................... 11,790 352 16,978 29,120
Transactions of Pooled Companies:
Retirement of common stock................................. (477) (477)
Cash dividends............................................. (6,102) (6,102)
Undistributed earnings of subchapter S corporations........ 14,237 (14,237)
Cumulative translation adjustment............................ (255) (255)
Capital contribution by U.S. Office Products................. 20,064 20,064
Net income................................................... 5,430 5,430
----------- ----------- ----------- -------------
Balance at April 26, 1997...................................... 45,614 97 2,069 47,780
Unaudited data:
Issuance of U.S. Office Products Company common stock in
conjunction with acquisition............................... 2,112 2,112
Cumulative translation adjustment............................ (1,462) (1,462)
Net income................................................... 7,549 7,549
----------- ----------- ----------- -------------
Balance at January 24, 1998 (unaudited)........................ $ 47,726 $ (1,365) $ 9,618 $ 55,979
----------- ----------- ----------- -------------
----------- ----------- ----------- -------------
</TABLE>
See accompanying notes to consolidated financial statements.
F-9
<PAGE>
WORKFLOW MANAGEMENT, INC.
CONSOLIDATED STATEMENT OF CASH FLOWS
(IN THOUSANDS)
<TABLE>
<CAPTION>
FOR THE
FOR THE NINE
FOR THE FOUR FISCAL MONTHS
FOR THE YEAR ENDED MONTHS ENDED YEAR ENDED ENDED
--------------------------- ------------- ------------- -----------
DECEMBER 31, DECEMBER 31, APRIL 30, APRIL 26, JANUARY 25,
1994 1995 1996 1997 1997
------------- ------------ ------------- ------------- -----------
<S> <C> <C> <C> <C> <C>
(UNAUDITED)
Cash flows from operating activities:
Net income......................................... $ 4,675 $ 6,356 $ 5,758 $ 5,430 $ 5,497
Adjustment to reconcile net income to net cash
provided by operating activities:
Depreciation and amortization expense............ 1,921 5,890 3,583 6,469 5,480
Non-recurring acquisition costs.................. 5,006 2,902
Deferred income taxes............................ (660) (956)
Extraordinary loss............................... 700 798
Other............................................ 92 122
Changes in current assets and liabilities (net of
assets acquired and liabilities assumed in
business combinations accounted for under the
purchase method):
Accounts receivable............................ (4,607) (7,039) 3,098 25 (91)
Inventory...................................... 370 1,884 302 (3,175) (737)
Prepaid expenses and other current assets...... (720) (284) (354) 249 234
Accounts payable............................... 4,140 1,541 (339) 4,643 4,345
Accrued liabilities............................ 202 1,942 (930) 894 2,842
------------- ------------ ------------- ------------- -----------
Net cash provided by operating activities.... 6,073 11,112 11,118 19,679 19,516
------------- ------------ ------------- ------------- -----------
Cash flows from investing activities:
Cash paid in acquisitions, net of cash received.... (37,859)
Payments of non-recurring acquisition costs........ (4,100) (397)
Additions to property and equipment................ (1,716) (5,944) (4,505) (9,450) (7,416)
Cash received on the sale of property and
equipment........................................ 2,033 269 82 2,199 1,324
Other.............................................. (440) 1,147 (2,739) (1,186)
------------- ------------ ------------- ------------- -----------
Net cash used in investing activities........ (123) (42,387) (4,423) (14,090) (7,675)
------------- ------------ ------------- ------------- -----------
Cash flows from financing activities:
Proceeds from issuance of long-term debt........... 1,269 65,218 82 1,178 951
Payments of long-term debt......................... (4,194) (4,710) (23,135) (16,003)
Proceeds from (payments of) short-term debt, net... (134) (24,684) (5,844) (19,414) (7,353)
Payment to terminate credit facility............... (579) (974)
Payments of dividends at Pooled Companies.......... (2,266) (3,909) (1,321) (6,141) (4,630)
Retirement of common stock......................... (477)
Capital contributed by stockholders of Pooled
Company.......................................... 100
Advances from (to) U.S. Office Products............ 24,183
Capital contributed by U.S. Office Products........ 20,064 16,449
------------- ------------ ------------- ------------- -----------
Net cash provided by (used in) financing
activities................................. (5,325) 31,436 (7,083) (4,716) (10,586)
------------- ------------ ------------- ------------- -----------
Effect of exchange rates on cash and cash
equivalents........................................ 388 (29) (3)
------------- ------------ ------------- ------------- -----------
Net increase (decrease) in cash and cash
equivalents........................................ 625 549 (388) 844 1,252
Cash and cash equivalents at beginning of period..... 538 1,163 1,712 1,324 1,324
------------- ------------ ------------- ------------- -----------
Cash and cash equivalents at end of period........... $ 1,163 $ 1,712 $ 1,324 $ 2,168 $ 2,576
------------- ------------ ------------- ------------- -----------
------------- ------------ ------------- ------------- -----------
Supplemental disclosures of cash flow information:
Interest paid...................................... $ 2,349 $ 2,703 $ 794 $ 2,063 $ 616
Income taxes paid.................................. $ 437 $ 560 $ 674 $ 3,390 $ 1,211
<CAPTION>
JANUARY 24,
1998
-----------
<S> <C>
Cash flows from operating activities:
Net income......................................... $ 7,549
Adjustment to reconcile net income to net cash
provided by operating activities:
Depreciation and amortization expense............ 4,803
Non-recurring acquisition costs..................
Deferred income taxes............................
Extraordinary loss...............................
Other............................................
Changes in current assets and liabilities (net of
assets acquired and liabilities assumed in
business combinations accounted for under the
purchase method):
Accounts receivable............................ (2,863)
Inventory...................................... (2,830)
Prepaid expenses and other current assets...... 703
Accounts payable............................... (3,875)
Accrued liabilities............................ 2,517
-----------
Net cash provided by operating activities.... 6,004
-----------
Cash flows from investing activities:
Cash paid in acquisitions, net of cash received.... 114
Payments of non-recurring acquisition costs........ (906)
Additions to property and equipment................ (3,383)
Cash received on the sale of property and
equipment........................................ 141
Other..............................................
-----------
Net cash used in investing activities........ (4,034)
-----------
Cash flows from financing activities:
Proceeds from issuance of long-term debt........... 1,771
Payments of long-term debt......................... (2,307)
Proceeds from (payments of) short-term debt, net... 1,257
Payment to terminate credit facility...............
Payments of dividends at Pooled Companies..........
Retirement of common stock.........................
Capital contributed by stockholders of Pooled
Company..........................................
Advances from (to) U.S. Office Products............ (4,620)
Capital contributed by U.S. Office Products........
-----------
Net cash provided by (used in) financing
activities................................. (3,899)
-----------
Effect of exchange rates on cash and cash
equivalents........................................ 9
-----------
Net increase (decrease) in cash and cash
equivalents........................................ (1,920)
Cash and cash equivalents at beginning of period..... 2,168
-----------
Cash and cash equivalents at end of period........... $ 248
-----------
-----------
Supplemental disclosures of cash flow information:
Interest paid...................................... $ 535
Income taxes paid.................................. $ 3,468
</TABLE>
F-10
<PAGE>
WORKFLOW MANAGEMENT, INC.
CONSOLIDATED STATEMENT OF CASH FLOWS (CONTINUED)
(IN THOUSANDS)
The Company issued common stock and cash in connection with certain business
combinations accounted for under the purchase method in the year ended December
31, 1995 and for the nine months ended January 24, 1998. The fair values of the
assets and liabilities of the acquired companies at the dates of the
acquisitions are presented as follows:
<TABLE>
<CAPTION>
FOR THE
YEAR ENDED
------------
DECEMBER 31,
1995
------------ FOR THE NINE
MONTHS ENDED
---------------
JANUARY 24,
1998
---------------
(UNAUDITED)
<S> <C> <C>
Accounts receivable.................................................................... $ 19,106 $ 1,109
Inventories............................................................................ 17,436 41
Prepaid expenses and other current assets.............................................. 578 26
Property and equipment................................................................. 21,466 84
Intangible assets...................................................................... 1,445
Other assets........................................................................... 4,499
Accounts payable....................................................................... (9,651) (332)
Accrued liabilities.................................................................... (3,700) (365)
Long-term debt......................................................................... (10)
Other long-term liabilities and minority interest...................................... (4,424)
------------ ------
Net assets acquired.............................................................. $ 45,310 $ 1,998
------------ ------
------------ ------
The acquisitions were funded as follows:
Common stock........................................................................... $ 7,451 $ 2,112
Cash paid, net of cash received........................................................ 37,859 (114)
------------ ------
Total.............................................................................. $ 45,310 $ 1,998
------------ ------
------------ ------
</TABLE>
Noncash transactions:
During the year ended December 31, 1995 and the four months ended April 30,
1996, the Company forgave receivables from an employee of $509 and $382,
respectively.
See accompanying notes to consolidated financial statements.
F-11
<PAGE>
WORKFLOW MANAGEMENT, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(DOLLARS IN THOUSANDS)
NOTE 1--BACKGROUND
Workflow Management, Inc. (the "Company") is a Delaware corporation which is
a wholly-owned subsidiary of U.S. Office Products Company ("U.S. Office
Products"). On January 13, 1998, U.S. Office Products announced its intention to
spin-off its Print Management Division as an independent publicly owned company.
This transaction is expected to be effected through the distribution of shares
of the Company to U.S. Office Products shareholders effective on or about April
25, 1998 (the "Distribution"). Prior to the Distribution, U.S. Office Products
plans to contribute its equity interests in certain wholly-owned subsidiaries
associated with U.S. Office Products' Print Management Division to the Company.
U.S. Office Products and the Company will enter into a number of agreements to
facilitate the Distribution and the transition of the Company to an independent
business enterprise.
The Print Management Division was created by U.S. Office Products in January
1997 and completed seven business combinations accounted for under the
pooling-of-interests method during the period from January 1997 to April 1997
(the "Pooled Companies"). As a result of these business combinations being
accounted for under the pooling-of-interests method, the results of the Company
prior to the completion of such business combinations represent the combined
results of the Pooled Companies operating as separate autonomous entities.
NOTE 2--BASIS OF PRESENTATION
The consolidated financial statements reflect the assets, liabilities,
divisional equity, revenues and expenses that were directly related to the
Company as it was operated within U.S. Office Products. In cases involving
assets and liabilities not specifically identifiable to any particular business
of U.S. Office Products, only those assets and liabilities expected to be
transferred to the Company prior to the Distribution were included in the
Company's separate consolidated balance sheet. With the exception of interest
expense, the Company's statement of income includes all of the related costs of
doing business including an allocation of certain general corporate expenses of
U.S. Office Products which were not directly related to these businesses
including certain corporate executives' salaries, accounting and legal fees,
departmental costs for accounting, finance, legal, purchasing, marketing, human
resources as well as other general overhead costs. These allocations were based
on a variety of factors, dependent upon the nature of the costs being allocated,
including revenues, number and size of acquisitions and number of employees.
Management believes these allocations were made on a reasonable basis.
U.S. Office Products uses a centralized approach to cash management and the
financing of its operations. As a result, minimal amounts of cash and cash
equivalents and an agreed upon amount of debt will be allocated to the Company
at the time of the Distribution. The consolidated statement of income includes
an allocation of interest expense on all debt allocated to the Company. See Note
7 for further discussion of interest expense.
NOTE 3--SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
USE OF ESTIMATES
The preparation of financial statements in conformity with generally
accepted accounting principles requires management to make estimates and
assumptions that affect the reported amounts of assets and liabilities and the
disclosure of contingent assets and liabilities at the date of the financial
statements and the reported amounts of revenues and expenses during the
reporting period. Actual results could differ from those estimates.
F-12
<PAGE>
WORKFLOW MANAGEMENT, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
(DOLLARS IN THOUSANDS)
NOTE 3--SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)
CHANGE IN FISCAL YEAR
Prior to their respective dates of acquisition by U.S. Office Products, the
Pooled Companies reported results on years ending on December 31. Upon
acquisition by U.S. Office Products and effective for the fiscal year ended
April 26, 1997 ("fiscal 1997"), the Pooled Companies changed their year-ends
from December 31 to conform to U.S. Office Products' fiscal year, which ends on
the last Saturday in April. A four month fiscal transition period from January
1, 1996 through April 30, 1996 has been presented for the Company to conform its
fiscal year-end.
PRINCIPLES OF CONSOLIDATION
The consolidated financial statements include the accounts of the Company
and its wholly-owned subsidiaries. All significant intercompany transactions and
accounts are eliminated in consolidation.
CASH AND CASH EQUIVALENTS
The Company considers temporary cash investments with original maturities of
three months or less from the date of purchase to be cash equivalents.
CONCENTRATION OF CREDIT RISK
Financial instruments which potentially subject the Company to
concentrations of credit risk consist primarily of trade accounts receivable.
Receivables arising from sales to customers are not collateralized and, as a
result, management continually monitors the financial condition of its customers
to reduce the risk of loss.
INVENTORIES
Inventories are stated at the lower of cost or market with cost determined
on a first-in, first-out (FIFO) basis and consist primarily of products held for
sale.
PROPERTY AND EQUIPMENT
Property and equipment is stated at cost. Additions and improvements are
capitalized. Maintenance and repairs are expensed as incurred. Depreciation of
property and equipment is calculated using the straight-line method over the
estimated useful lives of the respective assets. The estimated useful lives
range from 25 to 40 years for buildings and its components and 3 to 15 years for
furniture, fixtures and equipment. Property and equipment leased under capital
leases is being amortized over the lesser of its useful life or its lease terms.
NOTES RECEIVABLE FROM EMPLOYEES
The Company has outsanding promissory notes receivable due from two
employees which earn interest at a rate of approximately 7% per annum. The
promissory notes receivable are due in two equal installments with the first
payment, including accrued interest, due on June 30, 1998 and the final payment,
including all outstanding principal and remaining interest, due on June 30,
1999.
F-13
<PAGE>
WORKFLOW MANAGEMENT, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
(DOLLARS IN THOUSANDS)
NOTE 3--SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)
INTANGIBLE ASSETS
Intangible assets consist primarily of goodwill, which represents the excess
of cost over the fair value of assets acquired in business combinations
accounted for under the purchase method, and non-compete agreements.
Substantially all goodwill is amortized on a straight line basis over an
estimated useful life of 40 years. Management periodically evaluates the
recoverability of goodwill, which would be adjusted for a permanent decline in
value, if any, by comparing anticipated undiscounted future cash flows from
operations to net book value. Intangible assets associated with non-compete
agreements are being amortized using the straight-line method over the estimated
useful lives of the agreements which are generally one to five years. Other
intangibles primarily consist of customer lists which are amortized over the
estimated useful lives of the agreements which are generally one to five years.
TRANSLATION OF FOREIGN CURRENCIES
Balance sheet accounts of foreign subsidiaries are translated using the
year-end exchange rate, and statement of income accounts are translated using
the average exchange rate for the year. Translation adjustments are recorded as
a separate component of stockholders' equity.
FAIR VALUE OF FINANCIAL INSTRUMENTS
The carrying amounts of the Company's financial instruments including cash
and cash equivalents, accounts receivable and accounts payable approximate fair
value.
INCOME TAXES
As a division of U.S. Office Products, the Company does not file separate
federal income tax returns but rather is included in the federal income tax
returns filed by U.S. Office Products and its subsidiaries from the respective
dates that the entities within the Company were acquired by U.S. Office
Products. For purposes of the consolidated financial statements, the Company's
allocated share of U.S. Office Products' income tax provision was based on the
"separate return" method. Certain companies acquired in pooling-of-interests
transactions elected to be taxed as Subchapter S corporations, and accordingly,
no federal income taxes were recorded by those companies for periods prior to
their acquisition by U.S. Office Products.
TAXES ON UNDISTRIBUTED EARNINGS
No provision is made for U.S. income taxes on earnings of the Company's
Canadian subsidiary company which the Company controls but does not include in
the consolidated federal income tax return since it is management's practice and
intent to permanently reinvest the earnings of this subsidiary.
REVENUE RECOGNITION
Revenue is recognized upon the delivery of products or upon the completion
of services provided to customers as no additional obligations to the customers
exist. Returns of the Company's product are considered immaterial.
F-14
<PAGE>
WORKFLOW MANAGEMENT, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
(DOLLARS IN THOUSANDS)
NOTE 3--SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)
COST OF REVENUES
Vendor rebates are recognized on an accrual basis in the period earned and
are recorded as a reduction to cost of revenues. Delivery and occupancy costs
are included in cost of revenues.
ADVERTISING COSTS
The Company expenses advertising costs when the advertisement occurs.
Advertising costs are included in the consolidated statement of income as a
component of selling, general and administrative expenses. Advertising expense
for the years ended December 31, 1994 and 1995 and the fiscal year ended April
26, 1997 was $284, $551 and $1,410, respectively.
RESEARCH AND DEVELOPMENT COSTS
Research and development costs are charged to operations in the year
incurred. Research and development costs are included in the consolidated
statement of income as a component of selling, general and administrative
expenses.
INTERNALLY DEVELOPED SOFTWARE
Internal costs related to internally developed software such as internal
salaries and supplies are expensed as incurred as a component of selling,
general and administrative expenses. External costs related to internally
developed software such as outside programmers and consultants are capitalized
and expensed over the expected useful life of the software, normally three to
five years.
NON-RECURRING ACQUISITION COSTS
Non-recurring acquisition costs represent acquisition costs incurred by the
Company in business combinations accounted for under the pooling-of-interests
method. These costs include accounting, legal, and investment banking fees, real
estate and environmental assessments and appraisals and various regulatory fees.
Generally accepted accounting principles require the Company to expense all
acquisition costs (both those paid by the Company and those paid by the sellers
of the acquired companies) related to business combinations accounted for under
the pooling-of-interests method.
NET INCOME PER SHARE
Net income per share is calculated in accordance with the Statement of
Financial Accounting Standards ("SFAS") No. 128, "Earnings Per Share," which
establishes standards for computing and presenting earnings per share ("EPS").
SFAS No. 128 requires dual presentation of basic and diluted EPS on the face of
the income statement. Basic EPS excludes dilution and is computed by dividing
income available to common shareholders by the weighted-average number of shares
outstanding for the period. Diluted EPS reflects the potential dilution that
could occur if securities or other contracts to issue common stock were
exercised or converted into common stock. The difference between the
weighted-average number of common shares used for the calculation of basic EPS
and the weighted-average number of shares of common shares used for the diluted
EPS is comprised of the dilutive effect of outstanding common stock options.
However, a portion of the Company's employee stock options outstanding during
the periods presented were not included in the computation of diluted EPS as
they were anti-dilutive.
F-15
<PAGE>
WORKFLOW MANAGEMENT, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
(DOLLARS IN THOUSANDS)
NOTE 3--SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)
NEW ACCOUNTING PRONOUNCEMENT
In June 1997, the FASB issued SFAS No. 130, "Reporting Comprehensive
Income." SFAS No. 130 establishes standards for reporting and display of
comprehensive income and its components (revenues, expenses, gains, and losses)
in a full set of general-purpose financial statements. SFAS No. 130 requires
that all items that are required to be recgonized under accounting standards as
components of comprehensive income be reported in a financial statement that is
displayed with the same prominence as other financial statements. SFAS No. 130
is effective for fiscal years beginning after December 15, 1997.
Reclassification of financial statements for earlier periods provided for
comparative purposes is required. The Company intends to adopt SFAS No. 130 in
fiscal 1999.
UNAUDITED INTERIM FINANCIAL DATA
In the opinion of management, the Company has made all adjustments,
consisting only of normal recurring accruals, necessary for a fair presentation
of the financial condition of the Company as of January 24, 1998 and the results
of operations and of cash flows for the nine months ended January 25, 1997 and
January 24, 1998, as presented in the accompanying unaudited consolidated
financial data.
NOTE 4--BUSINESS COMBINATIONS
POOLING-OF-INTERESTS METHOD
In fiscal 1997, the Company issued 10,868,509 shares of U.S. Office Products
common stock to acquire the Pooled Companies. The Pooled Companies and the
number of shares issued are as follows:
<TABLE>
<CAPTION>
NUMBER OF
COMPANY NAME SHARES ISSUED
- ------------------------------------------------------------------------------- -------------
<S> <C>
SFI Corp. ..................................................................... 2,897,060
Hano Document Printers, Inc. .................................................. 731,440
United Envelope Co., Inc.*..................................................... 2,863,634
Data Business Forms Limited.................................................... 4,376,375
-------------
Total shares issued........................................................ 10,868,509
-------------
-------------
</TABLE>
- ------------------
* Includes shares issued for the acquisitions of United Envelope Co.,
Inc.; Rex Envelope Co., Inc.; Huxley Envelope Corporation and Pocono
Envelope Corporation which were simultaneously acquired in the
aggregate.
The Company's consolidated financial statements give retroactive effect to
the acquisitions of the Pooled Companies for all periods presented. Prior to
being acquired by U.S. Office Products, the Pooled Companies all reported on
years ending on December 31. Upon completion of the acquisitions of the Pooled
Companies, their year-ends were changed to U.S. Office Products' year-end of the
last Saturday in April.
F-16
<PAGE>
WORKFLOW MANAGEMENT, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
(DOLLARS IN THOUSANDS)
NOTE 4--BUSINESS COMBINATIONS (CONTINUED)
The following presents the separate results, in each of the periods
presented, of the Company (excluding the results of Pooled Companies prior to
the dates on which they were acquired), and the Pooled Companies up to the dates
on which they were acquired:
<TABLE>
<CAPTION>
WORKFLOW POOLED
MANAGEMENT, INC. COMPANIES COMBINED
---------------- ----------- ----------
<S> <C> <C> <C>
For the year ended December 31, 1994
Revenues............................................................. $ $ 154,193 $ 154,193
Net income........................................................... $ $ 4,675 $ 4,675
For the year ended December 31, 1995
Revenues............................................................. $ $ 309,426 $ 309,426
Net income........................................................... $ $ 6,356 $ 6,356
For the four months ended April 30, 1996
Revenues............................................................. $ $ 114,099 $ 114,099
Net income........................................................... $ $ 5,758 $ 5,758
For the year ended April 26, 1997
Revenues............................................................. $ 29,373 $ 298,008 $ 327,381
Net income (loss).................................................... $ (61) $ 5,491 $ 5,430
For the nine months ended January 25, 1997 (unaudited):
Revenues............................................................. $ $ 239,751 $ 239,751
Net income........................................................... $ $ 5,497 $ 5,497
For the nine months ended January 24, 1998 (unaudited):
Revenues............................................................. $ 257,777 $ $ 257,777
Net income........................................................... $ 7,549 $ $ 7,549
</TABLE>
PURCHASE METHOD
In 1995, one of the Pooled Companies made an acquisition accounted for under
the purchase method for an aggregate purchase price of $45,310, consisting of
$37,859 of cash and common stock with a market value of $7,451. The total assets
related to this acquisition were $63,085. No goodwill was generated in the
acquisition. The results of this acquisition have been included in the Company's
results from its date of acquisition.
During the nine months ended January 24, 1998, the Company made one
acquisition accounted for under the purchase method for an aggregate purchase
price of $1,998, consisting of 120,066 shares of common stock with a market
value of $2,112 and net of $114 of cash acquired. The total assets related to
this acquisition were $2,705, including intangible assets of $1,445. The results
of this acquisition have been included in the Company's results from its date of
acquisition.
The following presents the unaudited pro forma results of operations of the
Company for the year ended December 31, 1995 and includes the Company's
consolidated financial statements, which give retroactive effect to the
acquisitions of the Pooled Companies for all periods presented, and the results
of the purchase acquisition completed in 1995 as if it had been made at the
beginning of 1995. The results presented below include certain pro forma
adjustments to reflect the amortization of intangible assets,
F-17
<PAGE>
WORKFLOW MANAGEMENT, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
(DOLLARS IN THOUSANDS)
NOTE 4--BUSINESS COMBINATIONS (CONTINUED)
adjustments in executive compensation of $875 for the year ended December 31,
1995, and the inclusion of a federal income tax provision on all earnings:
<TABLE>
<CAPTION>
YEAR ENDED
DECEMBER 31, 1995
-----------------
<S> <C>
Revenues................................................................... $ 319,527
Income before extraordinary items.......................................... 5,303
Net income................................................................. 4,603
</TABLE>
The unaudited pro forma results of operations are prepared for comparative
purposes only and do not necessarily reflect the results that would have
occurred had the acquisitions occurred at the beginning of 1995 or the results
which may occur in the future.
NOTE 5--PROPERTY AND EQUIPMENT
Property and equipment consists of the following:
<TABLE>
<CAPTION>
APRIL 30, APRIL 26,
1996 1997
---------- ----------
<S> <C> <C>
Land.................................................................. $ 1,589 $ 1,022
Buildings............................................................. 3,144 4,705
Furniture and fixtures................................................ 34,207 42,394
Warehouse equipment................................................... 3,624 1,013
Equipment under capital leases........................................ 589 916
Leasehold improvements................................................ 2,167 2,933
---------- ----------
45,320 52,983
Less: Accumulated depreciation........................................ (13,673) (19,864)
---------- ----------
Net property and equipment............................................ $ 31,647 $ 33,119
---------- ----------
---------- ----------
</TABLE>
Depreciation expense for the years ended December 31, 1994 and 1995, the
four months ended April 30, 1996, and the fiscal year ended April 26, 1997 was
$1,904, $4,720, $3,174 and $5,778, respectively.
NOTE 6--INTANGIBLE ASSETS
Intangible assets consist of the following:
<TABLE>
<CAPTION>
APRIL 30, APRIL 26, JANUARY 24,
1996 1997 1998
----------- ----------- -----------
<S> <C> <C> <C>
(UNAUDITED)
Goodwill.................................................... $ 496 $ 496 $ 1,940
Non-compete agreements...................................... 287 322 322
Other....................................................... 304 507 506
----------- ----------- -----------
1,087 1,325 2,768
Less: Accumulated amortization.............................. (208) (412) (565)
----------- ----------- -----------
Net intangible assets................................. $ 879 $ 913 $ 2,203
----------- ----------- -----------
----------- ----------- -----------
</TABLE>
F-18
<PAGE>
WORKFLOW MANAGEMENT, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
(DOLLARS IN THOUSANDS)
NOTE 6--INTANGIBLE ASSETS (CONTINUED)
Amortization expense for the years ended December 31, 1994 and 1995, the
four months ended April 30, 1996, fiscal year ended April 26, 1997 and the nine
months ended January 24, 1998 was $17, $74, $44, $204 and $165 (unaudited),
respectively.
NOTE 7--CREDIT FACILITIES
SHORT-TERM DEBT
Short-term debt consists of the following:
<TABLE>
<CAPTION>
APRIL 30, APRIL 26,
1996 1997
--------- ---------
<S> <C> <C>
Credit facilities with banks, average interest rate of 8.4% at
April 30, 1996........................................................ $ 19,201 $
Current maturities of long-term debt.................................... 4,314 3,681
--------- ---------
Total short-term debt............................................. $ 23,515 $ 3,681
--------- ---------
--------- ---------
</TABLE>
LONG-TERM DEBT
Long-term debt consists of the following:
<TABLE>
<CAPTION>
APRIL 30, APRIL 26,
1996 1997
--------- ---------
<S> <C> <C>
Notes payable, secured by certain assets of the Company, interest rates
ranging from 7.5% to 13.4%............................................ $ 32,037 $ 9,283
Capital lease obligations............................................... 385 432
--------- ---------
32,422 9,715
Less: Current maturities of long-term debt.............................. (4,314) (3,681)
--------- ---------
Total long-term debt.............................................. $ 28,108 $ 6,034
--------- ---------
--------- ---------
</TABLE>
MATURITIES OF LONG-TERM DEBT
Maturities on long-term debt, including capital lease obligations, are as
follows:
<TABLE>
<S> <C>
1998............................................................... $ 3,681
1999............................................................... 5,953
2000............................................................... 36
2001............................................................... 26
2002............................................................... 19
Thereafter.........................................................
---------
Total maturities of long-term debt........................... $ 9,715
---------
---------
</TABLE>
F-19
<PAGE>
WORKFLOW MANAGEMENT, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
(DOLLARS IN THOUSANDS)
NOTE 7--CREDIT FACILITIES (CONTINUED)
PAYABLE TO U.S. OFFICE PRODUCTS
The short-term payable to U.S. Office Products was incurred by the Company
primarily as a result of U.S. Office Products repaying short-term debt
outstanding at the businesses acquired by U.S. Office Products at or soon after
the respective dates of acquisition and through the centralized cash management
system, which involves daily advances or sweeps of cash to keep the cash balance
at or near zero on a daily basis.
The long-term payable to U.S. Office Products primarily represents payments
made by U.S. Office Products on behalf of the Company and a reasonable
allocation by U.S. Office Products of certain general corporate expenses.
Interest has been allocated to the Company based upon the Company's average
outstanding payable balance with U.S. Office Products at U.S. Office Products
average interest rate during such period.
At the date of Distribution, U.S. Office Products has agreed to allocate
$45,600 million in debt to the Company. The allocation will first include debt
outstanding with third parties and the balance will represent intercompany debt
payable to U.S. Office Products. The debt payable to U.S. Office Products will
be payable upon the completion of the Distribution. The Company is currently in
discussions with several financial institutions regarding a credit facility of
approximately $150,000 which would be used for working capital and acquisition
purposes. The Company expects that the credit facility will include customary
covenants including maintenance of financial ratios and limitations on dividend
payments.
NOTE 8--INCOME TAXES
Domestic and foreign income before provision for income taxes and
extraordinary items consist of the following:
<TABLE>
<CAPTION>
FOR THE
FOR THE YEAR ENDED FOR THE FOUR FISCAL
---------------------------- MONTHS ENDED YEAR ENDED
DECEMBER 31, DECEMBER 31, APRIL 30, APRIL 26,
1994 1995 1996 1997
------------- ------------- --------------- -------------
<S> <C> <C> <C> <C>
Domestic.............................................. $ 5,054 $ 5,582 $ 4,599 $ 4,006
Foreign............................................... 1,441 2,510 5,912
------ ------ ------ ------
Total............................................. $ 5,054 $ 7,023 $ 7,109 $ 9,918
------ ------ ------ ------
------ ------ ------ ------
</TABLE>
F-20
<PAGE>
WORKFLOW MANAGEMENT, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
(DOLLARS IN THOUSANDS)
NOTE 8--INCOME TAXES (CONTINUED)
The provision for income taxes consists of:
<TABLE>
<CAPTION>
FOR THE
FOR THE YEAR ENDED FOR THE FOUR FISCAL
-------------------------------- MONTHS ENDED YEAR ENDED
DECEMBER 31, DECEMBER 31, APRIL 30, APRIL 26,
1994 1995 1996 1997
--------------- --------------- --------------- -------------
<S> <C> <C> <C> <C>
Income taxes currently payable:
Federal............................................. $ $ $ $ 196
State............................................... 379 376 460 628
Foreign............................................. (409) 891 3,526
----- --- ------ ------
379 (33) 1,351 4,350
----- --- ------ ------
Deferred income tax expense (benefit)................. (660)
----- --- ------ ------
Total provision for income taxes.................. $ 379 $ (33) $ 1,351 $ 3,690
----- --- ------ ------
----- --- ------ ------
</TABLE>
Deferred taxes are comprised of the following:
<TABLE>
<CAPTION>
APRIL 30, APRIL 26,
1996 1997
--------- ---------
<S> <C> <C>
Current deferred tax assets:
Inventory.................................................................................. $ $ 145
Allowance for doubtful accounts............................................................ 497
Accrued liabilities........................................................................ 168
--------- ---------
Total current deferred tax assets........................................................ 810
--------- ---------
Long-term deferred tax liabilities:
Property and equipment..................................................................... (1,238)
Intangible assets.......................................................................... 36
Other...................................................................................... (4,704) (3,653)
--------- ---------
Total long-term deferred tax liabilities................................................. (4,704) (4,855)
--------- ---------
Net deferred tax liability............................................................... $ (4,704) $ (4,045)
--------- ---------
--------- ---------
</TABLE>
F-21
<PAGE>
WORKFLOW MANAGEMENT, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
(DOLLARS IN THOUSANDS)
NOTE 8--INCOME TAXES (CONTINUED)
The Company's effective income tax rate varied from the U.S. federal
statutory tax rate as follows:
<TABLE>
<CAPTION>
FOR THE YEAR ENDED FOR THE FOUR FOR THE FISCAL
-------------------------------- MONTHS ENDED YEAR ENDED
DECEMBER 31, DECEMBER 31, APRIL 30, APRIL 26,
1994 1995 1996 1997
--------------- --------------- --------------- ---------------
<S> <C> <C> <C> <C>
U.S. federal statutory rate........................... 35.0% 35.0% 35.0% 35.0%
State income taxes, net of federal income tax
benefit............................................. 7.5 5.4 6.5 6.8
Subchapter S corporation income not subject to
corporate level taxation............................ (35.0) (27.7) (22.6) (24.6)
Foreign earnings not subject to U.S. taxes............ (7.3) (12.4) (21.4)
Nondeductible acquisition costs....................... 11.8
Foreign taxes......................................... 12.5 25.6
Other................................................. (5.9) 4.0
----- ----- ----- -----
Effective income tax rate............................. 7.5% (0.5)% 19.0% 37.2%
----- ----- ----- -----
----- ----- ----- -----
</TABLE>
Certain Pooled Companies were organized as subchapter S corporations prior
to the closing of their acquisitions by the Company and, as a result, the
federal tax on their income was the responsibility of their individual
stockholders. Accordingly, the specific Pooled Companies provided no federal
income tax expense prior to these acquisitions by the Company.
The following unaudited pro forma income tax information is presented in
accordance with SFAS 109 as if the specific Pooled Companies had been subject to
federal income taxes for the fiscal year ended April 26, 1997.
<TABLE>
<CAPTION>
FOR THE
FISCAL
YEAR ENDED
APRIL 26,
1997
-------------
<S> <C>
Income before extraordinary items per consolidated statement of income............................. $ 6,228
Pro forma income tax provision adjustment.......................................................... 2,440
------
Pro forma income before extraordinary items........................................................ $ 3,788
------
------
</TABLE>
F-22
<PAGE>
WORKFLOW MANAGEMENT, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
(DOLLARS IN THOUSANDS)
NOTE 9--LEASE COMMITMENTS
The Company leases various types of warehouse and office facilities and
equipment, furniture and fixtures under noncancelable lease agreements which
expire at various dates. Future minimum lease payments under noncancelable
capital and operating leases are as follows:
<TABLE>
<CAPTION>
CAPITAL OPERATING
LEASES LEASES
----------- -----------
<S> <C> <C>
1998......................................................................................... $ 216 $ 3,915
1999......................................................................................... 150 3,751
2000......................................................................................... 67 3,093
2001......................................................................................... 29 2,612
2002......................................................................................... 22 2,334
Thereafter................................................................................... 3,467
----- -----------
Total minimum lease payments................................................................. 484 $ 19,172
-----------
-----------
Less: Amounts representing interest.......................................................... (52)
-----
Present value of net minimum lease payments.................................................. $ 432
-----
-----
</TABLE>
Rent expense for all operating leases for the years ended December 31, 1994
and 1995, the four months ended April 30, 1996, and the fiscal year ended April
26, 1997 was $2,112, $6,137, $1,844, and $4,928, respectively.
NOTE 10--COMMITMENTS AND CONTINGENCIES
LITIGATION
The Company is, from time to time, a party to litigation arising in the
normal course of its business. Management believes that none of this litigation
will have a material adverse effect on the financial position, results of
operations or cash flows of the Company.
POSTEMPLOYMENT BENEFITS
The Company has entered into employment agreements with several employees
that would result in payments to these employees upon a change of control or
certain other events. No amounts have been accrued at April 30, 1996 or April
26, 1997 related to these agreements, as no change of control has occurred.
DISTRIBUTION
On or immediately after the Distribution, the Company expects to have a
credit facility in place. The terms of the credit facility are expected to
contain customary covenants including financial covenants. The Company plans to
use a portion of the proceeds from the credit facility to repay certain amounts
payable to U.S. Office Products.
On or before the date of the Distribution, the Company, U.S. Office Products
and the other Spin-Off Companies will enter into the Distribution Agreement, the
Tax Allocation Agreement, and the Employee Benefits Agreement, and the Spin-Off
Companies will enter into the Tax Indemnification Agreement, and
F-23
<PAGE>
WORKFLOW MANAGEMENT, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
(DOLLARS IN THOUSANDS)
NOTE 10--COMMITMENTS AND CONTINGENCIES (CONTINUED)
may enter into other agreements, including agreements relating to referral of
customers to one another. These agreements are expected to provide, among other
things, for U.S. Office Products and the Company to indemnify each other from
tax and other liabilities relating to their respective businesses prior to and
following the Workflow Distribution. Certain of the obligations of the Company
and the other Spin-Off Companies to indemnify U.S. Office Products are joint and
several. Therefore, if one of the other Spin-Off Companies fails to satisfy its
indemnification obligations to U.S. Office Products when such a loss occurs, the
Company may be required to reimburse U.S. Office Products for all or a portion
of the losses that otherwise would have been allocated to other Spin-Off
Companies. In addition, the agreements will allocate liabilities, including
general corporate and securities liabilities of U.S. Office Products not
specifically related to the Company's business, between U.S. Office Products and
each Spin-Off Company.
NOTE 11--EMPLOYEE BENEFIT PLANS
Effective September 1, 1996, the Company implemented the U.S. Office
Products 401(k) Retirement Plan (the "401(k) Plan") which allows employee
contributions in accordance with Section 401(k) of the Internal Revenue Code.
The Company matches a portion of employee contributions and all full-time
employees are eligible to participate in the 401(k) Plan after one year of
service.
Certain subsidiaries of the Company have, or had prior to implementation of
the 401(k) Plan, qualified defined contribution benefit plans, which allow for
voluntary pre-tax contributions by the employees. The subsidiaries paid all
general and administrative expenses of the plans and in some cases made matching
contributions on behalf of the employees. For 1994, 1995, the four months ended
April 30, 1996 and fiscal 1997, the subsidiaries incurred expenses totaling
$444, $602, $179 and $481, respectively, related to these plans.
NOTE 12--STOCKHOLDER'S EQUITY
EMPLOYEE STOCK PLANS
Prior to the Distribution, certain employees of the Company participated in
the U.S. Office Products 1994 Long-Term Incentive Plan covering employees of
U.S. Office Products. U.S. Office Products, as the sole stockholder of the
Company prior to distribution, has approved a new stock option plan for the
Company. Upon Distribution, the Company expects to replace the options to
purchase shares of common stock of U.S. Office Products held by employees with
options to purchase shares of common stock of the Company.
U.S. Office Products granted 402,290 options to Company employees under the
Plan during fiscal 1997; and the Company accounted for these options in
accordance with APB Opinion No. 25. Accordingly, because the exercise prices of
the options have equaled the market price on the date of grant, no compensation
expense was recognized for the options granted. Had compensation expense been
recognized based upon the fair value of the stock options on the grant date
under the methodology prescribed by SFAS No. 123, "Accounting for Stock-Based
Compensation," the Company's net income and net income per share for the year
ended April 26, 1997 would not have been materially effected.
Under the Ledecky Services Agreement, the Board of Directors of U.S. Office
Products has agreed that Mr. Ledecky will receive a stock option for Company
Common Stock from the Company as of the
F-24
<PAGE>
WORKFLOW MANAGEMENT, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
(DOLLARS IN THOUSANDS)
NOTE 12--STOCKHOLDER'S EQUITY (CONTINUED)
date of the Distribution. The Board intends the option to be compensation for
Mr. Ledecky's services as a director of the Company, and certain services as an
employee of the Company. The option will cover up to 7.5% of the outstanding
Company Common Stock determined as of the date of the Distribution, with no
anti-dilution provisions in the event of issuance of additional shares of Common
Stock (other than with respect to stock splits or reverse stock splits). The
option will have a per share exercise price equal to the price of the first
trade on the day the Company's Common Stock is first publicly traded.
NOTE 13--SEGMENT REPORTING
GEOGRAPHIC SEGMENTS
The following table sets forth information as to the Company's operations in
its different geographic segments:
<TABLE>
<CAPTION>
UNITED
STATES CANADA TOTAL
---------- ---------- ----------
<S> <C> <C> <C>
For the year ended December 31, 1994:
Revenues................................................................... $ 154,193 $ $ 154,193
Operating income........................................................... 7,288 7,288
Identifiable assets at year-end............................................ 51,357 51,357
For the year ended December 31, 1995:
Revenues................................................................... $ 196,922 $ 112,504 $ 309,426
Operating income........................................................... 7,859 4,596 12,455
Identifiable assets at year-end............................................ 64,301 56,329 120,630
For the four months ended April 30, 1996:
Revenues................................................................... $ 73,047 $ 41,052 $ 114,099
Operating income........................................................... 3,435 5,181 8,616
Identifiable assets at period end.......................................... 66,255 51,694 117,949
For the fiscal year ended April 26, 1997:
Revenues................................................................... $ 205,910 $ 121,471 $ 327,381
Operating income........................................................... 7,010 8,076 15,086
Identifiable assets at year-end............................................ 72,854 52,254 125,108
</TABLE>
NOTE 14--QUARTERLY FINANCIAL DATA (UNAUDITED)
The following presents certain unaudited quarterly financial data for the
year ended December 31, 1995, the fiscal year ended April 26, 1997 and the
fiscal year ending April 25, 1998.
<TABLE>
<CAPTION>
YEAR ENDED DECEMBER 31, 1995
------------------------------------------------------
<S> <C> <C> <C> <C> <C>
FIRST SECOND THIRD FOURTH TOTAL
--------- --------- --------- --------- ----------
Revenues.................................................. $ 65,497 $ 80,595 $ 79,815 $ 83,519 $ 309,426
Gross profit.............................................. 15,770 19,361 19,229 20,107 74,467
Operating income.......................................... 2,681 3,296 3,306 3,172 12,455
Net income................................................ 1,789 1,529 1,744 1,294 6,356
</TABLE>
F-25
<PAGE>
WORKFLOW MANAGEMENT, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
(DOLLARS IN THOUSANDS)
NOTE 14--QUARTERLY FINANCIAL DATA (UNAUDITED) (CONTINUED)
<TABLE>
<CAPTION>
FISCAL YEAR ENDED APRIL 26, 1997
------------------------------------------------------
FIRST SECOND THIRD FOURTH TOTAL
--------- --------- --------- --------- ----------
<S> <C> <C> <C> <C> <C>
Revenues.................................................. $ 78,071 $ 80,227 $ 81,453 $ 87,630 $ 327,381
Gross profit.............................................. 21,717 22,518 22,647 24,159 91,041
Operating income.......................................... 4,650 6,085 1,510 2,841 15,086
Net income (loss)......................................... 2,974 3,181 (658) (67) 5,430
Pro forma income (loss) before extraordinary item
(see Note 8)............................................ 1,809 1,935 (400) 444 3,788
</TABLE>
<TABLE>
<CAPTION>
FISCAL YEAR ENDING APRIL 25, 1998
------------------------------------------------------
<S> <C> <C> <C> <C> <C>
FIRST SECOND THIRD FOURTH TOTAL
--------- --------- --------- --------- ----------
Revenues.................................................. $ 82,163 $ 88,884 $ 86,730 $ 257,777
Gross profit.............................................. 21,895 23,314 22,086 67,295
Operating income.......................................... 4,975 4,842 4,395 14,212
Net income................................................ 2,703 2,582 2,264 7,549
Pro forma income before extraordinary item (See Note 8)... 2,703 2,582 2,264 7,549
</TABLE>
NOTE 15--SUBSEQUENT EVENTS
On January 13, 1998, U.S. Office Products announced its intention to
complete the Distribution described in Note 1. In addition, subsequent to April
26, 1997, the Company has completed two business combinations accounted for
under the purchase method in exchange for U.S. Office Products common stock with
a market value on the date of acquisition of approximately $2,112 and cash of
$13,275. The results of operations for the nine months ended January 24, 1998
include the results of the acquired companies from their dates of acquisition.
The following presents the unaudited pro forma results of operations of the
Company for fiscal 1997 as if the Distribution and acquisitions described above
had been consummated as of the beginning of fiscal 1997. The results presented
below include certain pro forma adjustments to reflect the amortization of
intangible assets, adjustments in executive compensation of $1,058, $793 and $84
for the fiscal year ended April 26, 1997, the nine months ended January 25,
1997, and the nine months ended January 24, 1998, respectively, and the
inclusion of a federal income tax provision on all earnings:
<TABLE>
<CAPTION>
NINE MONTHS ENDED
FISCAL YEAR ------------------------
ENDED JANUARY 25, JANUARY 24,
APRIL 26, 1997 1997 1998
---------------- ----------- -----------
<S> <C> <C> <C>
Revenues............................................................. $ 342,335 $ 250,820 $ 263,960
Income before extraordinary items.................................... 7,806 6,067 7,882
</TABLE>
The unaudited pro forma results of operations are prepared for comparative
purposes only and do not necessarily reflect the results that would have
occurred had the acquisitions occurred at the beginning of fiscal 1997 or the
results which may occur in the future.
F-26
<PAGE>
REPORT OF INDEPENDENT ACCOUNTANTS
To the Stockholder of
Astrid Offset Corporation
In our opinion, the accompanying balance sheet and the related statements of
income, of stockholder's equity and of cash flows present fairly, in all
material respects, the financial position of Astrid Offset Corporation at July
31, 1997 and the results of its operations and its cash flows for the year then
ended in conformity with generally accepted accounting principles. These
financial statements are the responsibility of the Company's management; our
responsibility is to express an opinion on these financial statements based on
our audit. We conducted our audit of these statements in accordance with
generally accepted auditing standards which require that we plan and perform the
audit to obtain reasonable assurance about whether the financial statements are
free of material misstatement. An audit includes examining, on a test basis,
evidence supporting the amounts and disclosures in the financial statements,
assessing the accounting principles used and significant estimates made by
management, and evaluating the overall financial statement presentation. We
believe that our audit provides a reasonable basis for the opinion expressed
above.
PRICE WATERHOUSE LLP
Minneapolis, Minnesota
February 6, 1998
F-27
<PAGE>
ASTRID OFFSET CORPORATION
BALANCE SHEET
(IN THOUSANDS, EXCEPT SHARE DATA)
<TABLE>
<CAPTION>
JULY 31, OCTOBER 31,
1997 1997
--------- -----------
<S> <C> <C>
(UNAUDITED)
ASSETS
Cash....................................................................................... $ 481 $ 412
Marketable securities...................................................................... 916 904
Accounts receivable........................................................................ 954 1,180
Prepaid expenses and other assets.......................................................... 74 102
Inventory.................................................................................. 241 237
--------- -----------
Total current assets................................................................. 2,666 2,835
Property and equipment, net................................................................ 1,695 1,582
Other assets............................................................................... 22
--------- -----------
Total assets......................................................................... $ 4,383 $ 4,417
--------- -----------
--------- -----------
LIABILITIES AND STOCKHOLDER'S EQUITY
Current maturities, long-term debt......................................................... $ 422 $ 271
Accounts payable........................................................................... 39 163
Accrued liabilities........................................................................ 149 56
Due to officer............................................................................. 55 58
--------- -----------
Total current liabilities............................................................ 665 548
Long-term debt............................................................................. 1,607 1,606
Deferred income taxes...................................................................... 140 145
--------- -----------
Total liabilities.................................................................... 2,412 2,299
Stockholder's equity:
Common stock, no par value, 10 shares authorized, issued and outstanding................. 14 14
Treasury stock........................................................................... (1,064) (1,064)
Retained earnings........................................................................ 3,021 3,168
--------- -----------
Total stockholder's equity........................................................... 1,971 2,118
--------- -----------
--------- -----------
Total liabilities and stockholder's equity........................................... $ 4,383 $ 4,417
--------- -----------
--------- -----------
</TABLE>
The accompanying notes are an integral part of these financial statements.
F-28
<PAGE>
ASTRID OFFSET CORPORATION
STATEMENT OF INCOME
(IN THOUSANDS)
<TABLE>
<CAPTION>
THREE MONTHS ENDED
YEAR ENDED OCTOBER 31,
JULY 31, --------------------
1997 1996 1997
----------- --------- ---------
<S> <C> <C> <C>
(UNAUDITED)
Sales............................................................................. $ 10,022 $ 2,400 $ 2,566
Cost of sales..................................................................... 5,850 1,306 1,378
----------- --------- ---------
Gross profit.................................................................... 4,172 1,094 1,188
Selling, general and administrative expenses...................................... 1,819 370 419
----------- --------- ---------
Operating income................................................................ 2,353 724 769
Other (income) expense:
Interest expense................................................................ 252 123 6
Interest income................................................................. (74) (10) (9)
Realized and unrealized (gains) losses.......................................... (257) (69) 13
----------- --------- ---------
Income before taxes on income..................................................... 2,432 680 759
Provision for city income taxes................................................... 87 11 19
----------- --------- ---------
Net income........................................................................ $ 2,345 $ 669 $ 740
----------- --------- ---------
----------- --------- ---------
Unaudited pro forma information (see Note 2):
Income before provision for income taxes........................................ $ 2,432 $ 680 $ 759
Pro forma Provision for income taxes............................................ 973 272 304
----------- --------- ---------
Pro forma net income.......................................................... $ 1,459 $ 408 $ 455
----------- --------- ---------
----------- --------- ---------
</TABLE>
The accompanying notes are an integral part of these financial statements.
F-29
<PAGE>
ASTRID OFFSET CORPORATION
STATEMENT OF STOCKHOLDER'S EQUITY
(IN THOUSANDS)
<TABLE>
<CAPTION>
TOTAL
COMMON TREASURY RETAINED STOCKHOLDER'S
STOCK STOCK EARNINGS EQUITY
--------- --------- --------- ------------
<S> <C> <C> <C> <C>
Balance, July 31, 1996............................................. $ 14 $ (1,064) $ 2,798 $ 1,748
Net income....................................................... 2,345 2,345
Distributions.................................................... (2,122) (2,122)
--------- --------- --------- ------------
Balance, July 31, 1997............................................. 14 (1,064) 3,021 1,971
Net income....................................................... 740 740
Distributions.................................................... (593) (593)
--------- --------- --------- ------------
Balance, October 31, 1997 (unaudited).............................. $ 14 $ (1,064) $ 3,168 $ 2,118
--------- --------- --------- ------------
--------- --------- --------- ------------
</TABLE>
The accompanying notes are an integral part of these financial statements.
F-30
<PAGE>
ASTRID OFFSET CORPORATION
STATEMENT OF CASH FLOWS
(IN THOUSANDS)
<TABLE>
<CAPTION>
THREE MONTHS ENDED
YEAR ENDED OCTOBER 31,
JULY 31, --------------------
1997 1996 1997
----------- --------- ---------
<S> <C> <C> <C>
(UNAUDITED)
Cash flows from operating activities:
Net income................................................................. $ 2,345 $ 669 $ 740
Adjustments to net income to net cash provided by (used in) operating
activities:
Depreciation and amortization............................................ 475 76 135
Unrealized/realized (gain) loss on sale of marketable trading
securities............................................................. (257) (69) 13
Deferred income taxes.................................................. 32 4 5
Changes in operating assets and liabilities:
Marketable trading securities.......................................... 4 (1) (1)
Accounts receivable.................................................... (192) (506) (226)
Prepaid and other assets............................................... (54) (42) (28)
Inventory.............................................................. (26) (116) 4
Accounts payable and accrued liabilities............................... (155) (98) 31
Due to officer......................................................... (3) 3
----------- --------- ---------
Net cash provided by (used in) operating activities.................. 2,169 (83) 676
----------- --------- ---------
Cash flow from financing activities:
Principal payments on long-term debt....................................... (525) (85) (152)
Distributions to stockholder............................................... (2,122) (391) (593)
----------- --------- ---------
Net cash used in financing activities................................ (2,647) (476) (745)
----------- --------- ---------
Net decrease in cash......................................................... (478) (559) (69)
Cash and cash equivalents, beginning of year................................. 959 959 481
----------- --------- ---------
Cash and cash equivalents, end of year....................................... $ 481 $ 400 $ 412
----------- --------- ---------
----------- --------- ---------
Supplemental disclosure of cash flow information:
Cash paid for interest..................................................... $ 74 $ 24 $ 27
Cash paid for taxes........................................................ $ 54 $ 13 $ 11
Supplemental disclosure of non-cash transaction:
Purchase of machinery and equipment for Note Payable....................... $ 1,550 $ 1,550
</TABLE>
The accompanying notes are an integral part of these financial statements.
F-31
<PAGE>
ASTRID OFFSET CORPORATION
NOTES TO FINANCIAL STATEMENTS
(IN THOUSANDS)
1. BUSINESS AND ORGANIZATION
Astrid Offset Corporation (the "Company") is a manufacturer and wholesale
vendor of sheet-fed offset printing and envelopes. The Company's sales are to
trade customers primarily in the greater New York City area.
On February 2, 1998, the Company entered into a Letter of Intent with U.S.
Office Products Company ("U.S. Office Products") for the potential sale of
Astrid Offset Corporation to U.S. Office Products.
2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
USE OF ESTIMATES IN FINANCIAL STATEMENTS
The preparation of financial statements in conformity with generally
accepted accounting principles requires management to make estimates and
assumptions that affect the reported amounts of assets and liabilities and
disclosure of contingent assets and liabilities at the date of the financial
statements and the reported amounts of revenues and expenses during the
reporting period. Actual results could differ from those estimates.
REVENUE RECOGNITION
The Company's financial statements are prepared on the accrual basis of
accounting, whereby revenues and related assets are generally recognized when
products are completed and shipped and expenses and related liabilities are
recognized when the obligations are incurred.
CASH AND CASH EQUIVALENTS
For purposes of the statement of cash flows, the Company considers all
highly liquid investments with a maturity of three months or less at the date of
purchase to be cash equivalents.
PROPERTY AND EQUIPMENT
Property and equipment are depreciated using straight-line and accelerated
methods over their estimated useful lives of three to seven years.
INCOME TAXES
The Company has elected S-Corporation status as defined by the Internal
Revenue Code and states whereby the stockholder is taxed on his proportionate
share of the Company's taxable income. Therefore, no provision or liability for
federal income taxes has been included in the financial statements. The Company
is subject to New York City income tax which has been appropriately reflected in
the financial statements.
Deferred income taxes are provided in recognition of timing differences
between financial statements and tax reporting of income and expense items since
the Company files its New York City income tax returns on a cash basis.
The unaudited pro forma income tax information included in the Statement of
Operations is presented in accordance with Statement of Financial Accounting
Standards No. 109, "Accounting for
F-32
<PAGE>
ASTRID OFFSET CORPORATION
NOTES TO FINANCIAL STATEMENTS (CONTINUED)
(IN THOUSANDS)
2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)
Income Taxes", as if the Company had been subject to federal income taxes for
the entire periods presented.
FINANCIAL INSTRUMENTS
The carrying amount of cash and cash equivalents, accounts receivable,
accounts payable, and accrued liabilities as reflected in the financial
statements approximates fair value because of the short-term maturity of these
instruments. The carrying amounts of long-term debt approximates fair value.
MARKETABLE SECURITIES
The Company's marketable securities consist of investments in certain
equities and mutual funds and are classified as trading, accordingly, any
realized or unrelated gains and losses are recorded in the period incurred.
UNAUDITED INTERIM FINANCIAL INFORMATION
The interim financial information for the three month periods ended October
31, 1996 and 1997 has been prepared from the unaudited financial records of the
Company and in the opinion of management, reflects all adjustments, consisting
only of normal recurring items, necessary for a fair presentation of the
financial position and results of operations and of cash flows for the interim
periods presented.
CONCENTRATIONS OF CREDIT RISKS
Financial instruments that potentially subject the Company to concentrations
of credit risk consist principally of trade accounts receivable. Receivables are
not collateralized and accordingly, the Company performs ongoing credit
evaluations to reduce the risk of loss. At July 31, 1997, $515 of the accounts
receivable balance relates to one customer and its subsidiaries.
The Company maintains bank accounts at one financial institution. The
balances are insured by the Federal Deposit Insurance Corporation up to $100. At
July 31, 1997, the Company has no uninsured cash balances.
3. INVENTORY
Inventory consists of the following:
<TABLE>
<CAPTION>
JULY 31,
1997
-----------
<S> <C>
Raw materials........................................................................ $ 159
Work-in-process...................................................................... 82
-----
241
-----
-----
</TABLE>
F-33
<PAGE>
ASTRID OFFSET CORPORATION
NOTES TO FINANCIAL STATEMENTS (CONTINUED)
(IN THOUSANDS)
4. PROPERTY AND EQUIPMENT
Property and equipment consists of the following:
<TABLE>
<S> <C>
Machinery and equipment............................................. $ 4,699
Furniture and fixtures.............................................. 80
Computer equipment.................................................. 64
Leasehold improvements.............................................. 206
Delivery equipment.................................................. 31
---------
5,080
Accumulated depreciation............................................ (3,385)
---------
$ 1,695
---------
---------
</TABLE>
Depreciation expense for the year ended July 31, 1997 was $304.
5. LONG-TERM DEBT
The long-term debt consists of the following:
<TABLE>
<CAPTION>
JULY 31,
1997
---------
<S> <C>
Instrument note to Summit Leasing Corp. payable in monthly installments of $9 including interest at 7.95%
per annum. Note is collateralized by Komori Lithrone two-color press, with note maturing March
1998. ................................................................................................. $ 70
Installment note to Komar Leasing Corp. payable in monthly installments of $25 including interest at 8.9%
per annum. Note is collateralized by Komori six-color press with the note maturing July 2004........... 1,385
Installment note to Emanuel Rosenbaum payable in monthly installments of $9 including interest at 10% per
annum. The note matures October 1997. ................................................................. 26
Note payable to Emanuel Rosenbaum due September 2000 with payment of interest only at 10% until September
1997, monthly payments of $17 thereafter. Note is secured by treasury stock. .......................... 548
---------
2,029
Current maturities....................................................................................... 422
---------
$ 1,607
---------
---------
</TABLE>
F-34
<PAGE>
ASTRID OFFSET CORPORATION
NOTES TO FINANCIAL STATEMENTS (CONTINUED)
(IN THOUSANDS)
5. LONG-TERM DEBT (CONTINUED)
Principal payments required under long-term debt obligations are as follows:
<TABLE>
<S> <C>
1998................................................................ $ 422
1999................................................................ 372
2000................................................................ 409
2001................................................................ 268
2002-2004........................................................... 558
---------
$ 2,029
---------
---------
</TABLE>
6. LEASE COMMITMENTS
In June 1997, the Company entered into a lease agreement for its primary
office facility. The lease terms requires annual payments of $384 (or $32
monthly) through 2007.
7. RELATED PARTY TRANSACTIONS
The Company's stockholder is the trustee for the profit sharing plan
maintained by the Company.
The Company's largest customer, United Envelope, is a subsidiary of U.S.
Office Products Company and represents $515 of the Company's July 31, 1997
accounts receivable balance.
8. TREASURY STOCK
In September 1990, the Company purchased common stock in the amount of
$1,064 from its former stockholder. The Company has a note outstanding in
connection with this treasury stock purchase.
9. EMPLOYEE BENEFIT PLAN
In April 1991, the Company established a profit sharing plan. Contributions
by the Company are discretionary and cannot exceed 15% of the total plan
compensation of all participants.
10. SUBSEQUENT EVENTS
Shareholder distributions of $595 were made during the period of November 1,
1997, through January 31, 1998.
F-35
<PAGE>
WORKFLOW MANAGEMENT, INC.
PRO FORMA COMBINED FINANCIAL STATEMENTS
(UNAUDITED)
The unaudited pro forma financial statements give effect to the spin-off of
Workflow Management, Inc. (the "Company"), formerly the Print Management
Division of U.S. Office Products Company ("U.S. Office Products"), through the
distribution of shares of the Company to U.S. Office Products shareholders (the
"Distribution") and probable and completed acquisitions through , 1998.
The pro forma combined balance sheet gives effect to the Distribution and
the acquisition of Astrid Offest Corporation as if both transactions had
occurred as of the Company's most recent balance sheet date, January 24, 1998.
The pro forma combined statements of income for the fiscal year ended April 26,
1997 and the nine months ended January 24, 1998 and January 25, 1997 give effect
to the Distribution and the acquisitions of Astrid Offset Corporation and FMI
Graphics, Inc., an individually insignificant company, in business combinations
accounted for under the purchase method which have been completed during the
fiscal year ending April 25, 1998 (the "Fiscal 1998 Purchase Acquisitions"), as
if all such transactions had occurred on May 1, 1996.
The pro forma combined statement of income for the year ended April 26, 1997
includes the audited financial information of the Company for the year ended
April 26, 1997 and the unaudited financial information of the Fiscal 1998
Purchase Acquisitions for the period from May 1, 1996 through April 26, 1997.
The pro forma combined statement of income for the nine months ended January
24, 1998 includes the unaudited financial information of the Company and the
Fiscal 1998 Purchase Acquisitions for the nine months ended January 24, 1998.
The pro forma combined statement of income for the nine months ended January
25, 1997 includes the unaudited financial information of the Company and the
Fiscal 1998 Purchase Acquisitions for the nine months ended January 25, 1997.
The historical financial statements of the Company give retroactive effect
to the results of the seven companies acquired by the Company during the fiscal
year ended April 26, 1997 in business combinations accounted for under the
pooling-of-interests method of accounting.
The historical financial statements of the Company also reflect an allocated
portion of general and administrative costs incurred by U.S. Office Products.
The allocated costs include expenses such as: certain corporate executives'
salaries, accounting and legal fees, departmental costs for accounting, finance,
legal, purchasing, marketing and human resources, as well as other general
overhead costs. These corporate overheads have been allocated to the Company
using one of several factors, dependent on the nature of the costs being
allocated, including revenues, number and size of acquisitions and number of
employees. Interest costs have been allocated to the Company based upon the
Company's average intercompany balance with U.S. Office Products at U.S. Office
Products' weighted average interest rate during such periods.
The pro forma adjustments are based upon preliminary estimates, available
information and certain assumptions that management deems appropriate. The
unaudited pro forma combined financial data presented herein does not purport to
represent what the Company's financial position or results of operations would
have been had the transactions which are the subject of pro forma adjustments
occurred on those dates, as assumed, and are not necessarily representative of
the Company's financial position or results of operations in any future period.
The pro forma combined financial statements should be read in conjunction with
the other financial statements and notes thereto included elsewhere in this
Prospectus.
F-36
<PAGE>
WORKFLOW MANAGEMENT, INC.
PRO FORMA COMBINED BALANCE SHEET
JANUARY 24, 1998
(IN THOUSANDS)
(UNAUDITED)
<TABLE>
<CAPTION>
ASTRID PRO FORMA
WORKFLOW OFFSET PRO FORMA PRO FORMA OFFERING PRO FORMA
MANAGEMENT, INC. CORPORATION ADJUSTMENTS SUBTOTAL ADJUSTMENTS COMBINED
---------------- ------------- ----------- ----------- ----------- -----------
<S> <C> <C> <C> <C> <C> <C>
<CAPTION>
ASSETS
<S> <C> <C> <C> <C> <C> <C>
Current assets:
Cash and cash equivalents.......... $ 248 $ 330 $ (578)(b) $ $ $
Accounts receivable, net........... 54,121 1,158 55,279
Inventory.......................... 29,330 209 29,539
Prepaid and other current assets... 1,875 87 1,962
---------------- ------------- ----------- ----------- ----------- -----------
Total current assets............. 85,574 1,784 (578) 86,780
Property and equipment, net.......... 31,064 2,718 33,782
Notes receivable from employees...... 3,643 3,643
Intangible assets, net............... 2,203 12,029(a) 14,232
Other assets......................... 4,621 15 4,636
---------------- ------------- ----------- ----------- ----------- -----------
Total assets..................... $ 127,105 $ 4,517 $ 11,451 $ 143,073 $ $
---------------- ------------- ----------- ----------- ----------- -----------
---------------- ------------- ----------- ----------- ----------- -----------
<CAPTION>
LIABILITIES AND STOCKHOLDER'S EQUITY
<S> <C> <C> <C> <C> <C> <C>
Current liabilities:
Short-term debt.................... $ 4,939 $ 640 $ (640)(b) $ 4,939 $ $
Short-term payable to U.S. Office
Products......................... 17,658 (17,658)(b)
Accounts payable................... 23,749 173 23,922
Accrued compensation............... 4,004 4,004
Other accrued liabilities.......... 9,854 103 9,957
---------------- ------------- ----------- ----------- ----------- -----------
Total current liabilities........ 60,204 916 (18,298) 42,822
Long-term debt....................... 5,498 2,240 32,900(b) 40,638
Long-term payable to U.S. Office
Products........................... 1,905 13,275(a)
(15,180)(b)
Deferred income taxes................ 3,507 115 3,622
Other long-term liabilities.......... 12 12
---------------- ------------- ----------- ----------- ----------- -----------
Total liabilities................ 71,126 3,271 12,697 87,094
---------------- ------------- ----------- ----------- ----------- -----------
Stockholder's equity:
Divisional equity.................. 47,726 47,726
Cumulative translation adjustment.. (1,365) (1,365)
Retained earnings.................. 9,618 9,618
Equity in purchased company........ 1,246 (1,246)(a)
---------------- ------------- ----------- ----------- ----------- -----------
Total stockholder's equity....... 55,979 1,246 (1,246) 55,979
---------------- ------------- ----------- ----------- ----------- -----------
Total liabilities and
stockholder's equity........... $ 127,105 $ 4,517 $ 11,451 $ 143,073 $ $
---------------- ------------- ----------- ----------- ----------- -----------
---------------- ------------- ----------- ----------- ----------- -----------
</TABLE>
See accompanying notes to pro forma combined financial statements.
F-37
<PAGE>
WORKFLOW MANAGEMENT, INC.
PRO FORMA COMBINED STATEMENT OF INCOME
FOR THE NINE MONTHS ENDED JANUARY 24, 1998
(IN THOUSANDS, EXCEPT PER SHARE AMOUNTS)
(UNAUDITED)
<TABLE>
<CAPTION>
ASTRID PRO FORMA
WORKFLOW OFFSET FMI PRO FORMA PRO FORMA OFFERING PRO FORMA
MANAGEMENT, INC. CORPORATION GRAPHICS, INC. ADJUSTMENTS SUBTOTAL ADJUSTMENTS COMBINED
----------------- ------------- --------------- ------------- ----------- ------------- -----------
<S> <C> <C> <C> <C> <C> <C> <C>
Revenues............. $ 257,777 $ 7,115 $ 1,914 $ (2,846)(c) $ 263,960 $ $
Cost of revenues..... 190,482 4,210 1,258 (2,846)(c) 193,104
-------- ------ ------ ------------- ----------- ------------- -----------
Gross profit..... 67,295 2,905 656 70,856
Selling, general and
administrative
expenses........... 52,918 1,364 499 (84)(d) 54,697
Amortization
expense............ 165 233(f) 398
-------- ------ ------ ------------- ----------- ------------- -----------
Operating
income......... 14,212 1,541 157 (149) 15,761
Other (income)
expense:
Interest expense... 1,665 22 2 1,046(g) 2,735
Interest income.... (9) (17) (2) 28(g)
Other income....... (205) (128) (333)
-------- ------ ------ ------------- ----------- ------------- -----------
Income before
provision for
income taxes....... 12,761 1,664 157 (1,223) 13,359
Provision for income
taxes.............. 5,212 4 261(h) 5,477
-------- ------ ------ ------------- ----------- ------------- -----------
Net income........... $ 7,549 $ 1,664 $ 153 $ (1,484) $ 7,882 $ $
-------- ------ ------ ------------- ----------- ------------- -----------
-------- ------ ------ ------------- ----------- ------------- -----------
Weighted average
shares outstanding:
Basic............ 114,758 109,895(i)
Diluted.......... 117,185 109,895(i)
Net income per share:
Basic............ $ 0.07 $ 0.07
-------- -----------
-------- -----------
Diluted.......... $ 0.06 $ 0.07
-------- -----------
-------- -----------
</TABLE>
See accompanying notes to pro forma combined financial statements.
F-38
<PAGE>
WORKFLOW MANAGEMENT, INC.
PRO FORMA COMBINED STATEMENT OF INCOME
FOR THE NINE MONTHS ENDED JANUARY 25, 1997
(IN THOUSANDS, EXCEPT PER SHARE AMOUNTS)
(UNAUDITED)
<TABLE>
<CAPTION>
ASTRID PRO FORMA
WORKFLOW OFFSET FMI PRO FORMA PRO FORMA OFFERING PRO FORMA
MANAGEMENT, INC. CORPORATION GRAPHICS, INC. ADJUSTMENTS SUBTOTAL ADJUSTMENTS COMBINED
----------------- ------------- --------------- ----------- ----------- ----------- -----------
<S> <C> <C> <C> <C> <C> <C> <C>
Revenues.............. $ 239,751 $ 7,056 $ 6,835 $ (2,822)(c) $ 250,820 $ $
Cost of revenues...... 172,869 4,219 4,717 (2,822)(c) 178,983
-------- ------ ------ ----------- ----------- ----------- -----------
Gross profit...... 66,882 2,837 2,118 71,837
Selling, general and
administrative
expenses............ 51,590 1,469 2,086 (793)(d) 55,074
722(e)
Amortization expense.. 145 253(f) 398
Non-recurring
acquisition costs... 2,902 2,902
-------- ------ ------ ----------- ----------- ----------- -----------
Operating income.. 12,245 1,368 32 (182) 13,463
Other (income)
expense:
Interest expense.... 3,910 10 (1,185)(g) 2,735
Interest income..... (21) (27) (11) 59(g)
Other............... 610 (146) (19) 445
-------- ------ ------ ----------- ----------- ----------- -----------
Income before
provision for income
taxes............... 7,746 1,541 52 944 10,283
Provision for income
taxes............... 2,249 1,967(h) 4,216
-------- ------ ------ ----------- ----------- ----------- -----------
Net income........ $ 5,497 $ 1,541 $ 52 $ (1,023) $ 6,067 $ $
-------- ------ ------ ----------- ----------- ----------- -----------
-------- ------ ------ ----------- ----------- ----------- -----------
Weighted average
shares outstanding:
Basic............... 85,978 109,895(i)
Diluted............. 87,824 109,895(i)
Net income per share:
Basic............... $ 0.06 $ 0.06
-------- -----------
-------- -----------
Diluted............. $ 0.06 $ 0.06
-------- -----------
-------- -----------
</TABLE>
See accompanying notes to pro forma combined financial statements.
F-39
<PAGE>
WORKFLOW MANAGEMENT, INC.
PRO FORMA COMBINED STATEMENT OF INCOME
FOR THE FISCAL YEAR ENDED APRIL 26, 1997
(IN THOUSANDS, EXCEPT PER SHARE AMOUNTS)
(UNAUDITED)
<TABLE>
<CAPTION>
ASTRID PRO FORMA
WORKFLOW OFFSET FMI PRO FORMA PRO FORMA OFFERING
MANAGEMENT, INC. CORPORATE GRAPHICS, INC ADJUSTMENTS SUBTOTAL ADJUSTMENTS
----------------- ----------- --------------- ------------- ----------- -------------
<S> <C> <C> <C> <C> <C> <C>
Revenues....................... $ 327,381 $ 9,963 $ 8,976 $ (3,985)(c) $ 342,335 $
Cost of revenues............... 236,340 5,934 6,186 (3,985)(c) 244,475
-------- ----------- ------ ------------- ----------- -------------
Gross profit............... 91,041 4,029 2,790 97,860
Selling, general and
administrative expenses...... 70,753 2,035 2,779 (1,058)(d) 75,038
529(e)
Amortization expense........... 196 334(f) 530
Non-recurring acquisition
costs........................ 5,006 5,006
-------- ----------- ------ ------------- ----------- -------------
Operating income........... 15,086 1,994 11 195 17,286
Other (income) expense:
Interest expense............. 4,561 10 (924)(g) 3,647
Interest income.............. (25) (36) (15) 76(g)
Other........................ 632 (209) (15) 408
-------- ----------- ------ ------------- ----------- -------------
Income before provision for
income taxes and
extraordinary items.......... 9,918 2,239 31 1,043 13,231
Provision for income taxes..... 3,690 1,735(h) 5,425
-------- ----------- ------ ------------- ----------- -------------
Income before extraordinary
items........................ $ 6,228 $ 2,239 $ 31 $ (692) $ 7,806 $
-------- ----------- ------ ------------- ----------- -------------
-------- ----------- ------ ------------- ----------- -------------
Weighted average shares
outstanding:
Basic...................... 90,026 109,895(i)
Diluted.................... 91,761 109,895(i)
Income before extraordinary
items per share:
Basic...................... $ 0.07 $ 0.07
-------- -----------
-------- -----------
Diluted.................... $ 0.07 $ 0.07
-------- -----------
-------- -----------
<CAPTION>
PRO FORMA
COMBINED
-----------
<S> <C>
Revenues.......................
Cost of revenues...............
-----------
Gross profit...............
Selling, general and
administrative expenses......
Amortization expense...........
Non-recurring acquisition
costs........................
-----------
Operating income...........
Other (income) expense:
Interest expense.............
Interest income..............
Other........................
-----------
Income before provision for
income taxes and
extraordinary items..........
Provision for income taxes.....
-----------
Income before extraordinary
items........................ $
-----------
-----------
Weighted average shares
outstanding:
Basic......................
Diluted....................
Income before extraordinary
items per share:
Basic......................
Diluted....................
</TABLE>
See accompanying notes to pro forma combined financial statements.
F-40
<PAGE>
WORKFLOW MANAGEMENT, INC.
NOTES TO PRO FORMA COMBINED FINANCIAL STATEMENTS
(UNAUDITED)
(DOLLARS AND SHARE AMOUNTS IN THOUSANDS)
1. UNAUDITED PRO FORMA COMBINED BALANCE SHEET ADJUSTMENTS
(a) Adjustment to reflect purchase price adjustments associated with the
acquisition of Astrid Offset Corporation ("Astrid"). The acquisition of Astrid
will be initially funded by U.S. Office Products, accordingly, an adjustment has
been made to increase the long-term payable to U.S. Office Products by $13,275.
The portion of the consideration assigned to goodwill ($12,029) in this
transaction, which was accounted for under the purchase method, represents the
excess of the cost over the fair market value of the net assets acquired. The
Company amortizes goodwill over a period of 40 years. The recoverability of the
unamortized goodwill will be assessed on an ongoing basis by comparing
anticipated undiscounted future cash flows from operations to net book value.
(b) Represents payment of debt of $33,478 due to U.S. Office Products
through the use of $578 of cash and $32,900 in borrowings drawn from the
Company's credit facility entered into concurrently with the Distribution as
U.S. Office Products agreed to allocate only $45,577 of the total debt payable
to U.S. Office Products by the Company ($4,939 and $40,638 in short-term and
long-term debt, respectively) at the date of the Distribution.
2. UNAUDITED PRO FORMA COMBINED STATEMENT OF INCOME ADJUSTMENTS
(c) Adjustment to reflect the elimination of revenues and cost of revenues
on transactions between Astrid Offset and the Company.
(d) Adjustment to reflect reductions in executive compensation as a result
of the elimination of certain executive positions and the renegotiations of
executive compensation agreements resulting from certain acquisitions. The
Company believes that these reductions are expected to remain in place for the
foreseeable future and are not reasonably likely to affect operating
performance.
(e) Adjustment to reflect additional corporate overhead during the period
prior to the formation of the Print Management division by U.S. Office Products
as if the division had been formed on May 1, 1996.
(f) Adjustment to reflect the increase in amortization expense relating to
goodwill recorded in purchase accounting related to the Fiscal 1998 Purchase
Acquisitions for the periods prior to the respective dates of acquisition. The
Company has recorded goodwill amortization in the historical financial
statements from the respective dates of acquisition forward. The goodwill is
being amortized over an estimated life of 40 years.
(g) Adjustment to reflect the increase/reduction in interest expense.
Interest expense is being calculated on the debt outstanding at January 24, 1998
of $45,577 at a weighted average interest rate of approximately 8.0%. The
adjustment also reflects a reduction in interest income to zero as the Company
expects to use all available cash to repay debt rather than for investment
purposes.
(h) Adjustment to calculate the provision for income taxes on the combined
pro forma results at an effective income tax rate of approximately 41%. The
difference between the effective tax rate of 41% and the statutory tax rate of
35% relates primarily to state income taxes and non-deductible goodwill. This
adjustment assumes that all companies were taxed at 41% regardless of how they
were taxed prior to being acquired by the Company, including those companies
that previously paid no taxes under Subchapter S.
(i) The weighted average shares outstanding used to calculate pro forma
earnings per share is based upon 109,895 shares of common stock outstanding for
the periods. This is based upon the most current
F-41
<PAGE>
WORKFLOW MANAGEMENT, INC.
NOTES TO PRO FORMA COMBINED FINANCIAL STATEMENTS (CONTINUED)
(UNAUDITED)
(DOLLARS AND SHARE AMOUNTS IN THOUSANDS)
2. UNAUDITED PRO FORMA COMBINED STATEMENT OF INCOME ADJUSTMENTS (CONTINUED)
number of shares of common stock of U.S. Office Products outstanding of 133,042
plus 5,000 shares expected to be tendered by U.S. Office Products option
holders, plus 8,890 shares related to the conversion of U.S. Office Products
debt, less 37,037 shares expected to be repurchased by U.S. Office Products in
the Tender Offer, and assumes a distribution ratio of one share of Company
Common Stock for each share of U.S. Office Products Common Stock. The actual
distribution ratio will be determined prior to effectiveness of the Registration
Statement of which this Prospectus is a part, and is expected to be less than
one share of Company Common Stock for every one share of U.S. Office Products
Common Stock.
F-42
<PAGE>
[LOGO]
<PAGE>
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
ITEM 13. OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION
The following table sets forth the fees and expenses payable by the Company
in connection with the issuance and distribution of the Common Stock. All of
such expenses, except the Securities and Exchange Commission registration fee,
are estimated:
<TABLE>
<S> <C>
SEC Registration Fee............................................................... $ 14,750
NASD Fee........................................................................... $ 5,500
The Nasdaq Stock Market Listing Fee................................................ $ *
Blue Sky Fees and Expenses......................................................... $ 5,000
Legal Fees and Expenses............................................................ $ *
Accounting Fees and Expenses....................................................... $ *
Printing Fees and Expenses......................................................... $ *
Transfer Agent & Registration Fees and Expenses.................................... $ *
Miscellaneous...................................................................... $ *
---------
Total........................................................................ $ *
</TABLE>
- ------------------
*To be supplied by amendment.
ITEM 14. INDEMNIFICATION OF DIRECTORS AND OFFICERS
Article Nine of the Certificate of Incorporation provides that the Company
shall indemnify its directors and officers to the fullest extent permitted by
the General Corporation Law of the State of Delaware.
Section 145 of the General Corporation Law of the State of Delaware permits
a corporation, under specified circumstances, to indemnify its directors,
officers, employees or agents against expenses (including attorney's fees),
judgments, fines and amounts paid in settlements actually and reasonably
incurred by them in connection with any action, suit or proceeding brought by
third parties by reason of the fact that they were or are directors, officers,
employees or agents of the corporation, if such directors, officers, employees
or agents acted in good faith and in a manner they reasonably believed to be in
or not opposed to the best interests of the corporation and, with respect to any
criminal action or proceeding, had no reason to believe their conduct was
unlawful. In a derivative action, I.E., one by or in the right of the
corporation, indemnification may be made only for expenses actually and
reasonably incurred by directors, officers, employees or agents in connection
with the defense or settlement of an action or suit, and only with respect to a
matter as to which they shall have acted in good faith and in a manner they
reasonably believed to be in or not opposed to the best interests of the
corporation, except that no indemnification shall be made if such person shall
have been adjudged liable to the corporation, unless and only to the extent that
the court in which the action or suit was brought shall determine upon
application that the defendant directors, officers, employees or agents are
fairly and reasonably entitled to indemnity for such expenses despite such
adjudication of liability.
Article Eight of the Certificate of Incorporation states that directors of
Workflow Management will not be liable to the Company or its stockholders for
monetary damages for any breach of fiduciary duty as a director, except for
liability: (i) for any breach of the director's duty of loyalty to the Company
or its stockholders; (ii) for acts or omissions not in good faith or which
involve intentional misconduct or a knowing violation of law; (iii) under
Section 174 of the General Corporation Law of the State of Delaware, which makes
directors liable for unlawful dividends or unlawful stock repurchases or
redemptions; or (iv) for any transaction from which the director derived an
improper personal benefit.
II-1
<PAGE>
Article IV of the By-laws provides that Workflow Management shall indemnify
its officers and directors (and those serving at the request of the Company as
an officer or director of another corporation, partnership, joint venture, trust
or other enterprise), and may indemnify its employees and agents (and those
serving at the request of the Company as an employee or agent of another
corporation, partnership, joint venture, trust or other enterprise), against
expenses (including attorney's fees), judgments, fines and amounts paid in
settlement actually and reasonably incurred, if such officer, director, employee
or agent acted in good faith and in a manner reasonably believed to be in or not
opposed to the best interests of Workflow Management, and, with respect to any
criminal action or proceeding, had no reasonable cause to believe his conduct
was unlawful. In a derivative action, indemnification shall be limited to
expenses (including attorney's fees) actually and reasonably incurred by such
officer, director, employee or agent in the defense or settlement of such action
or suit, and no indemnification shall be made in respect of any claim, issue or
matter as to which such person shall have been adjudged to be liable to Workflow
Management unless and only to the extent that the Delaware Court of Chancery or
the court in which such action or suit was brought shall determine upon
application that, despite the adjudication of liability but in view of all the
circumstances of the case, such person is fairly and reasonably entitled to
indemnity for such expenses which the Delaware Court of Chancery or such other
court shall deem proper.
Unless the Board of Directors otherwise determines in a specific case,
expenses incurred by an officer or director in defending a civil or criminal
action, suit or proceeding shall be paid by Workflow Management in advance of
the final disposition of such action, suit or proceeding upon receipt of an
undertaking by or on behalf of the officer or director to repay such amount if
it shall ultimately be determined that he is not entitled to be indemnified by
the Company.
ITEM 15. RECENT SALES OF UNREGISTERED SECURITIES
None.
ITEM 16. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES
See index to exhibits.
ITEM 17. UNDERTAKINGS
Insofar as indemnification for liabilities arising under the Securities Act
may be permitted to directors, officers and controlling persons of the
registrant pursuant to the provisions described in Item 14, or otherwise, the
Registrant has been advised that in the opinion of the Commission such
indemnification is against public policy as expressed in the Securities 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 Securities Act and will be governed by the final
adjudication of such issue.
The undersigned Registrant hereby undertakes that:
(1) For purposes of determining any liability under the Securities Act, the
information omitted from the form of prospectus filed as part of this
registration statement in reliance upon Rule 430A and contained in a form of
prospectus filed by the Registrant pursuant to Rule 424(b)(1) or (4) or 497(h)
under the Securities Act shall be deemed to be part of this Registration
Statement as of the time it was declared effective.
II-2
<PAGE>
(2) For the purpose of determining any liability under the Securities Act,
each post-effective amendment that contains a form of prospectus 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.
The undersigned registrant hereby undertakes to provide to the underwriters
at the closing specified in the underwriting agreement, certificates in such
denominations and registered in such names as required by the underwriters to
permit prompt delivery to each purchaser.
II-3
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as amended, the
Registrant has duly caused this Amendment No. 1 to the Registration Statement to
be signed on its behalf by the undersigned, thereunto duly authorized in Palm
Beach, Florida, on May 1, 1998.
<TABLE>
<S> <C> <C>
WORKFLOW MANAGEMENT, INC.
By: /s/ THOMAS B. D'AGOSTINO
-----------------------------------------
Name: Thomas B. D'Agostino
TITLE: CHIEF EXECUTIVE OFFICER
</TABLE>
Pursuant to the requirements of the Securities Act of 1933, as amended, this
Amendment No. 1 Registration Statement has been signed by the following persons
in the capacities and on the dates indicated.
SIGNATURE CAPACITY DATE
- ------------------------------ -------------------------- -------------------
/s/ THOMAS B. D'AGOSTINO Chief Executive Officer
- ------------------------------ (Principal Executive May 1, 1998
Thomas B. D'Agostino Officer) and Director
/s/ STEVEN R. GIBSON Chief Financial Officer
- ------------------------------ (Principal Financial and May 1, 1998
Steven R. Gibson Accounting Officer)
/s/ THOMAS A. BROWN, SR.
- ------------------------------ Director May 1, 1998
Thomas A. Brown, Sr.
/s/ GUS J. JAMES, II
- ------------------------------ Director May 1, 1998
Gus J. James, II
- ------------------------------ Director
Jonathan J. Ledecky
/s/ TIMOTHY L. TABOR
- ------------------------------ Director May 1, 1998
Timothy L. Tabor
- ------------------------------ Director
F. Craig Wilson
II-4
<PAGE>
EXHIBIT INDEX
<TABLE>
<CAPTION>
EXHIBIT DESCRIPTION
- --------- -------------------------------------------------------------------------------------------------------
<S> <C>
1.1*** Underwriting Agreement
3.1* Certificate of Incorporation
3.2* Certificate of Amendment of Certificate of Incorporation
3.3* Bylaws
4.1*** Specimen certificate representing shares of Common Stock
5*** Opinion of Wilmer, Cutler & Pickering as to legality of securities being offered
8*** Tax opinion of Wilmer, Cutler & Pickering
10.1*** Form of Distribution Agreement among U.S. Office Products Company, Workflow Management, Inc., Paradigm
Concepts, Inc., TDOP, Inc. and School Specialty, Inc.
10.2*** Form of Tax Allocation Agreement among U.S. Office Products Company, Workflow Management, Inc.,
Paradigm Concepts, Inc., TDOP, Inc. and School Specialty, Inc.
10.3*** Form of Tax Indemnification Agreement among Workflow Management, Inc., Paradigm Concepts, Inc., TDOP,
Inc. and School Specialty, Inc.
10.4*** Form of Employee Benefits Agreement among U.S. Office Products Company, Workflow Management, Inc.,
Paradigm Concepts, Inc., TDOP, Inc. and School Specialty, Inc.
10.5** Agreement dated as of January 24, 1997 between SFI Corp. and Thomas B. D'Agostino
10.6** Agreement dated as of January 24, 1997 between Hano Document Printers, Inc. and Timothy L. Tabor
10.7*** Agreement dated as of January 13, 1998 between U.S. Office Products Company and Jonathan J. Ledecky
10.8*** Credit Agreement
10.9*** **1998 Stock Incentive Plan
21* Subsidiaries of Registrant
23.1*** Consent of Wilmer, Cutler & Pickering contained in Exhibits 5 and 8 hereto
23.2* Consent of Price Waterhouse LLP
23.3* Consent of KPMG Peat Marwick LLP
23.4* Consent of Hertz, Herson & Company LLP
23.5* Consent of KPMG Peat Marwick LLP
23.6** Consent of Jonathan J. Ledecky to be named as a director
23.7** Consent of Timothy L. Tabor to be named as a director
23.8** Consent of Gus J. James, II to be named as a director
23.9** Consent of Thomas A. Brown, Sr. to be named as a director
27*** Financial data schedule
99.1* Valuation and Qualifying Accounts and Reserves
</TABLE>
- ------------------
* Filed herewith
** Previously filed
*** To be filed by amendment
<PAGE>
EXHIBIT 3.1
CERTIFICATE OF INCORPORATION
OF
WORKFLOW GRAPHICS, INC.
ARTICLE ONE
The name of the Corporation is: Workflow Graphics, Inc.
ARTICLE TWO
The address of the Corporation's registered office in the State of Delaware
is 1013 Centre Road, in the City of Wilmington, County of New Castle. The name
of its registered agent at such address is The Prentice-Hall Corporation System,
Inc.
ARTICLE THREE
The purpose of the Corporation is to engage in any lawful act or activity
for which Corporations may be organized under the Delaware General Corporation
Law.
ARTICLE FOUR
The total number of shares of all classes of stock which the Corporation
shall have authority to issue is One Hundred Fifty-One Million (151,000,000)
shares, of which One Million (1,000,000) shares, designated as Preferred Stock,
shall have a par value of One Tenth of One Cent ($.001) per share (the
"Preferred Stock"), and One Hundred Fifty Million (150,000,000) shares,
designated as Common Stock, shall have a par value of One Tenth of One Cent
($.001) per share (the "Common Stock").
A statement of the powers, preferences and rights, and the qualifications,
limitations or restrictions thereof, in restrictions thereof, in respect of each
class of stock of the Corporation is as follows:
PREFERRED STOCK
The Preferred Stock may be issued from time to time by the Board of
Directors as shares of one or more classes or series. Subject to the provisions
of this Certificate of Incorporation and the limitations prescribed by law, the
Board of Directors is expressly authorized by adopting resolutions to issue the
shares, fix the number of shares and change the number of shares constituting
any series, and to provide for or change the voting powers, designations,
preferences and relative, participating, optional or other special rights,
qualifications, limitations or restrictions thereof, including dividend rights
(and whether dividends are cumulative), dividend rates, terms of redemption
(including sinking fund provisions), a redemption price or prices, conversion
rights and liquidation preferences of the shares constituting any class or
series of the Preferred Stock, without any further action or vote by the
stockholders.
COMMON STOCK
1. DIVIDENDS.
Subject to the preferred rights of the holders of shares of any class or
series of Preferred Stock as provided by the Board of Directors with respect to
any such class or series of Preferred Stock, the holders of the Common Stock
shall be entitled to receive, as and when declared by the Board of Directors out
of the funds of the Corporation legally available therefor, such dividends
(payable in cash, stock or otherwise) as the Board of Directors may from time to
time determine, payable to stockholders of record on such dates, not exceeding
60 days preceding the dividend payment dates, as shall be fixed for such purpose
by the Board of Directors in advance of payment of each particular dividend.
<PAGE>
2. LIQUIDATION.
In the event of any liquidation, dissolution or winding up of the
Corporation, whether voluntary or involuntary, after the distribution or payment
to the holders of shares of any class or series of Preferred Stock as provided
by the Board of Directors with respect to any such class or series of Preferred
Stock, the remaining assets of the Corporation available for distribution to
stockholders shall be distributed among and paid to the holders of Common Stock
ratably in porportion to the number of shares of Common Stock held by them
respectively.
3. VOTING RIGHTS.
Except as otherwise required by law or as provided by the Board of Directors
with respect to any class or series of Preferred Stock, the entire voting power
and all voting rights shall be vested exclusively in the Common Stock. Each
holder of shares of Common Stock shall be entitled to one vote for each share
standing in his name on the books of the Corporation.
ARTICLE FIVE
The name and mailing address of the sole incorporator is Dale
Proctor-Hammond, c/o Wilmer, Cultler & Pickering, 2445 M Street, N.W.
Washington, D.C. 20037.
ARTICLE SIX
1. BOARD OF DIRECTORS.
The number of directors of the Corporation shall consist of not less than
one, the exact number to be fixed from time to time by the Board of Directors
pursuant to a resolution adopted by the affirmative vote of a majority of the
entire Board of Directors. No director need be a stockholder. The Directors
shall be elected at each annual meeting of stockholders to hold office until
their successors have been duly elected and qualified. At each annual meeting of
stockholders at which a quorum is present, the persons receiving a plurality of
the votes cast shall be directors.
2. VACANCIES.
Any vacancy on the Board of Directors resulting from death, retirement,
resignation, disqualification or removal from office or other cause, as well as
any vacancy resulting from an increase in the number of directors which occurs
between annual meetings of the stockholders at which directors are elected,
shall be filled only by a majority vote of the remaining directors then in
office, though less than a quorum, except that those vacancies resulting from
removal from office by a vote of the stockholders may be filled by a vote of the
stockholders at the same meeting at which such removal occurs. The directors
chosen to fill vacancies shall hold office for a term expiring at the end of the
next annual meeting of stockholders. No decrease in the number of directors
constituting the Board of Directors shall shorten the term of any incumbent
director.
Notwithstanding the foregoing, whenever the holders of one or more classes
or series of Preferred Stock shall have the right, voting separately, as a class
or series, to elect directors, the election, term of office, filling of
vacancies, removal and other features of such directorships shall be governed b
the terms of the resolution or resolutions adopted by the Board of Directors
pursuant to ARTICLE FOUR applicable thereto, and each director so elected shall
not be subject to the provisions of this ARTICLE SIX unless otherwise provided
therein.
3. POWER TO MAKE, ALTER AND REPEAL BY-LAWS.
In furtherance and not in limitation of the powers conferred by statute, the
Board of Directors is expressly authorized to make, alter and repeal the By-laws
of the Corporation.
2
<PAGE>
ARTICLE SEVEN
The Corporation reserves the right to amend, alter, change or repeal any
provision in this Certificate of Incorporation, in the manner now or hereafter
prescribed by statute.
ARTICLE EIGHT
No director of the Corporation shall be liable to the Corporation or its
stockholders for monetary damages for breach of fiduciary duty as a director,
except for liability (i) for any breach of the director's duty of loyalty to the
Corporation or its stockholders, (ii) for acts or omissions not in good faith or
which involve intentional misconduct or a knowing violation of law, (iii) under
Section 174 of the Delaware General Corporation Law or (iv) for any transaction
from which the director derived an improper personal benefit.
ARTICLE NINE
The Corporation shall, to the fullest extent permitted by Section 145 of the
Delaware General Corporation Law, as the same may be amended and supplemented,
indemnify each director and officer of the Corporation from and against any and
all of the expenses, liabilities or other matters referred to in or covered by
said section and the indemnification provided for herein shall not be deemed
exclusive of any other rights to which those indemnified may be entitled under
any By-law, agreement, vote of stockholders, vote of disinterested directors or
otherwise, and shall continue as to a person who has ceased to be a director or
officer and shall inure to the benefit of the heirs, executors and
administrators of such persons and the Corporation may purchase and maintain
insurance on behalf of any director or officer to the extent permitted by
Section 145 of the Delaware General Corporation Law.
ARTICLE TEN
Whenever a compromise or arrangement is proposed between the Corporation and
its creditors or any class of them and/or between the Corporation and its
stockholders or any class of them, any court of equitable jurisdiction within
the State of Delaware may, on the application in a summary way of the
Corporation or of any creditor or stockholder thereof or on the application of
any receiver or receivers appointed for the Corporation under the provisions of
section 291 of Title 8 of the Delaware Code or on the application of trustees in
dissolution or of any receiver or receivers appointed for the Corporation under
the provisions of section 279 of Title 8 of the Delaware Code order a meeting of
the creditors or class of creditors, and/or of the stockholders or class of
stockholders of the Corporation, as the case may be, to be summoned in such
manner as the said court directs. If a majority in number representing three-
fourths in value of the creditors or class of creditors, and/or of the
stockholders or class of stockholders of the Corporation, as the case may be,
agree to any compromise or arrangement and to any reorganization of the
Corporation as a consequence of such compromise or arrangement and the said
reorganization shall, if sanctioned by the court to which the said application
has been made, be binding on all the creditors or class of creditors, and/or on
all the stockholders or class of stockholders, of the Corporation, as the case
may be, and also on the Corporation.
IN WITNESS WHEREOF, I, the undersigned, for the purpose of forming a
corporation pursuant to the General Corporation Law of the State of Delaware, do
make, file and record this Certificate and do certify that the facts stated
herein are true, and I accordingly hereto set my hand this 12(th) day of
February, 1998.
/s/ DALE PROCTOR-HAMMOND
--------------------------------------
Dale Proctor-Hammond
Incorporator
3
<PAGE>
EXHIBIT 3.2
CERTIFICATE OF AMENDMENT OF CERTIFICATE OF INCORPORATION
OF
WORKFLOW GRAPHICS, INC.
It is hereby certified that:
1. The name of the corporation (hereinafter called the "Corporation") is:
Workflow Graphics, Inc.
2. The certificate of incorporation of the corporation is hereby amended by
striking out Article First thereof and by substituting in lieu of said Article
the following new Article First:
"The name of the corporation (hereinafter called the "Corporation") is:
Workflow Management, Inc."
3. The amendment of the certificate of incorporation herein certified has
been duly adopted and written consent has been given in accordance with the
provisions of Sections 228 and 242 of the General Corporation Law of the State
of Delaware.
Signed on February 26, 1998
/s/ Mark D. Director
--------------------------------------
Mark D. Director, Assistant Secretary
<PAGE>
EXHIBIT 3.3
BY-LAWS
OF
WORKFLOW MANAGEMENT, INC.
Incorporated under the Laws of the State of Delaware
ARTICLE I
OFFICES AND RECORDS
SECTION 1.1 DELAWARE OFFICE. The principal office of the Corporation in
the State of Delaware shall be located in the City of Wilmington, County of New
Castle, and the name and address of its registered agent is The Prentice-Hall
Corporation System, Inc., 1013 Centre Road, Wilmington, Delaware.
SECTION 1.2 OTHER OFFICES. The Corporation may have such other offices,
either within or without the State of Delaware, as the Board of Directors may
designate or as the business of the Corporation may from time to time require.
SECTION 1.3 BOOKS AND RECORDS. The books and records of the Corporation
may be kept outside the State of Delaware at such place or places as may from
time to time be designated by the Board of Directors.
ARTICLE II
STOCKHOLDERS
SECTION 2.1 ANNUAL MEETING. The annual meeting of the stockholders of the
Corporation shall be held on such date and at such place and time as may be
fixed by resolution of the Board of Directors.
SECTION 2.2 SPECIAL MEETING. Except as otherwise provided in the
Certificate of Incorporation, a special meeting of the stockholders of the
Corporation may be called at any time by the Board of Directors, the Chairman of
the Board or the President and shall be called by the Chairman of the Board, the
President or the Secretary at the request in writing of stockholders holding
together at least twenty-five percent of the number of shares of stock
outstanding and entitled to vote at such meeting. Any special meeting of the
stockholders shall be held on such date, at such time and at such place within
or without the State of Delaware as the Board of Directors or the officer
calling the meeting may designate.
SECTION 2.3 PLACE OF MEETING. The Board of Directors or the Chairman of
the Board, as the case may be, may designate the place of meeting for any annual
meeting or for any special meeting of the stockholders called by the Board of
Directors or the Chairman of the Board. If no designation is so made, the place
of meeting shall be the principal office of the Corporation.
SECTION 2.4 NOTICE OF MEETING. Written or printed notice, stating the
place, day and hour of the meeting and the purpose or purposes for which the
meeting is called, shall be delivered by the Corporation not less than ten (10)
days nor more than sixty (60) days before the date of the meeting, either
personally or by mail, to each stockholder of record entitled to vote at such
meeting. If mailed, such notice shall be deemed to be delivered when deposited
in the United States mail with postage thereon prepaid, addressed to the
stockholder at his address as it appears on the stock transfer books of the
Corporation. Such further notice shall be given as may be required by law.
Meetings may be held without notice if all stockholders entitled to vote are
present, or if notice is waived by those not present in accordance with Section
6.4 of these By-Laws.
SECTION 2.5 QUORUM AND ADJOURNMENT. Except as otherwise provided by law or
by the Certificate of Incorporation, the holders of a majority of the
outstanding shares of the Corporation entitled to vote generally in the election
of directors (the "Voting Stock"), represented in person or by proxy, shall
constitute a quorum at a meeting of stockholders, except that when specified
business is to be voted on by a class or series of stock voting as a class, the
holders of a majority of the shares of such class or series shall
<PAGE>
constitute a quorum of such class or series for the transaction of such
business. A majority of the shares so represented may adjourn the meeting from
time to time, whether or not there is such a quorum. No notice of the time and
place of adjourned meetings need be given except as required by law. The
stockholders present at a duly called meeting at which a quorum is present may
continue to transact business until adjournment, notwithstanding the withdrawal
of enough stockholders to leave less than a quorum.
SECTION 2.6 PROXIES. At all meetings of stockholders, a stockholder may
vote by proxy executed in writing (or in such manner prescribed by the General
Corporation Law of the State of Delaware) by the stockholder, or by his duly
authorized attorney in fact.
SECTION 2.7 NOTICE OF STOCKHOLDER BUSINESS AND NOMINATIONS.
(A) ANNUAL MEETINGS OF STOCKHOLDERS. (1) Nominations of persons for
election to the Board of Directors of the Corporation and the proposal of
business to be considered by the stockholders may be made at an annual meeting
of stockholders (a) pursuant to the Corporation's notice of meeting, (b) by or
at the direction of the Board of Directors or (c) by any stockholder of the
Corporation who was a stockholder of record at the time of giving of notice
provided for in this By-Law, who is entitled to vote at the meeting and who
complies with the notice procedures set forth in this By-Law.
(2) For nominations or other business to be properly brought before an
annual meeting by a stockholder pursuant to clause (c) of paragraph (A)(1)
of this By-Law, the stockholder must have given timely notice thereof in
writing to the Secretary of the Corporation and such other business must
otherwise be a proper matter for stockholder action. To be timely, a
stockholder's notice shall be delivered to the Secretary at the principal
executive offices of the Corporation not later than the close of business on
the 60th day nor earlier than the close of business on the 90th day prior to
the first anniversary of the preceding year's annual meeting; provided,
however, that in the event that the date of the annual meeting is more than
30 days before or more than 60 days after such anniversary date, notice by
the stockholder to be timely must be so delivered not earlier than the close
of business of the 90th day prior to such annual meeting and not later than
the close of business on the later of the 60th day prior to such annual
meeting or the 10th day following the day on which public announcement of
the date of such meeting is first made by the Corporation. In no event shall
the public announcement of an adjournment of an annual meeting commence a
new time period for the giving of a stockholder's notice as described above.
Such stockholder's notice shall set forth (a) as to each person whom the
stockholder proposes to nominate for election or reelection as a director
all information relating to such person that is required to be disclosed in
solicitations of proxies for election of directors in an election contest,
or is otherwise required, in each case pursuant to Regulation 14A under the
Securities Exchange Act of 1934, as amended (the "Exchange Act") and Rule
14a-11 thereunder (including such person's written consent to being named in
the proxy statement as a nominee and to serving as a director if elected);
(b) as to any other business that the stockholder proposes to bring before
the meeting, a brief description of the business desired to be brought
before the meeting, the reasons for conducting such business at the meeting
and any material interest in such business of such stockholder and the
beneficial owner, if any, on whose behalf the proposal is made; and (c) as
to the stockholder giving the notice and the beneficial owner, if any, on
whose behalf the nomination or proposal is made (i) the name and address of
such stockholder, as they appear on the Corporation's books, and of such
beneficial owner and (ii) the class and number of shares of the Corporation
which are owned beneficially and of record by such stockholder and such
beneficial owner.
(3) Notwithstanding anything in the second sentence of paragraph (A)(2)
of this By-Law to the contrary, in the event that the number of directors to
be elected to the Board of Directors of the Corporation is increased and
there is no public announcement by the Corporation naming all of the
nominees for director or specifying the size of the increased Board of
Directors at least 70 days prior to the first anniversary of the preceding
year's annual meeting, a stockholder's notice required by this
2
<PAGE>
By-Law shall also be considered timely, but only with respect to nominees
for any new positions created by such increase, if it shall be delivered to
the Secretary at the principal executive offices of the Corporation not
later than the close of business on the 10th day following the day on which
such public announcement is first made by the Corporation.
(B) SPECIAL MEETINGS OF STOCKHOLDERS. Only such business shall be
conducted at a special meeting of stockholders as shall have been brought before
the meeting pursuant to the Corporation's notice of meeting. Nominations of
persons for election to the Board of Directors may be made at a special meeting
of stockholders at which directors are to be elected pursuant to the
Corporation's notice of meeting (a) by or at the direction of the Board of
Directors or (b) provided that the Board of Directors has determined that
directors shall be elected at such meeting, by any stockholder of the
Corporation who is a stockholder of record at the time of giving of notice
provided for in this By-Law, who shall be entitled to vote at the meeting and
who complies with the notice procedures set forth in this By-Law. In the event
the Corporation calls a special meeting of stockholders for the purpose of
electing one or more directors to the Board of Directors, any such stockholder
may nominate a person or persons (as the case may be), for election to such
position(s) as specified in the Corporation's notice of meeting, if the
stockholder's notice required by paragraph (A)(2) of this By-Law shall be
delivered to the Secretary at the principal executive offices of the Corporation
not earlier than the close of business on the 90th day prior to such special
meeting and not later than the close of business on the later of the 60th day
prior to such special meeting or the 10th day following the day on which public
announcement is first made of the date of the special meeting and of the
nominees proposed by the Board of Directors to be elected at such meeting. In no
event shall the public announcement of an adjournment of a special meeting
commence a new time period for the giving of a stockholder's notice as described
above.
(C) GENERAL. (1) Only such persons who are nominated in accordance with
the procedures set forth in this By-Law shall be eligible to serve as directors
and only such business shall be conducted at a meeting of stockholders as shall
have been brought before the meeting in accordance with the procedures set forth
in this By-Law. Except as otherwise provided by law, the Certificate of
Incorporation or these By-Laws, the Chairman of the meeting shall have the power
and duty to determine whether a nomination or any business proposed to be
brought before the meeting was made or proposed, as the case may be, in
accordance with the procedures set forth in this By-Law and, if any proposed
nomination or business is not in compliance with this By-Law, to declare that
such defective proposal or nomination shall be disregarded.
(2) For purposes of this By-Law, "public announcement" shall mean
disclosure in a press release reported by the Dow Jones News Service,
Associated Press or comparable national news service or in a document
publicly filed by the Corporation with the Securities and Exchange
Commission pursuant to Section 13, 14 or 15(d) of the Exchange Act.
(3) Notwithstanding the foregoing provisions of this By-Law, a
stockholder shall also comply with all applicable requirements of the
Exchange Act and the rules and regulations thereunder with respect to the
matters set forth in this By-Law. Nothing in this By-Law shall be deemed to
affect any rights (i) of stockholders to request inclusion of proposals in
the Corporation's proxy statement pursuant to Rule 14a-8 under the Exchange
Act or (ii) of the holders of any series of Preferred Stock to elect
directors under specified circumstances.
SECTION 2.8 PROCEDURE FOR ELECTION OF DIRECTORS; REQUIRED VOTE. Election
of directors at all meetings of the stockholders at which directors are to be
elected shall be by ballot, and, subject to the rights of the holders of any
series of Preferred Stock to elect directors under specified circumstances, a
plurality of the votes cast thereat shall elect directors. Except as otherwise
provided by law, the Certificate of Incorporation, or these By-Laws, in all
matters other than the election of directors, the affirmative vote of a majority
of the shares present in person or represented by proxy at the meeting and
entitled to vote on the matter shall be the act of the stockholders.
3
<PAGE>
SECTION 2.9 INSPECTORS OF ELECTIONS; OPENING AND CLOSING THE POLLS. The
Board of Directors by resolution shall appoint one or more inspectors, which
inspector or inspectors may include individuals who serve the Corporation in
other capacities, including, without limitation, as officers, employees, agents
or representatives, to act at the meetings of stockholders and make a written
report thereof. One or more persons may be designated as alternate inspectors to
replace any inspector who fails to act. If no inspector or alternate has been
appointed to act or is able to act at a meeting of stockholders, the Chairman of
the meeting shall appoint one or more inspectors to act at the meeting. Each
inspector, before discharging his or her duties, shall take and sign an oath
faithfully to execute the duties of inspector with strict impartiality and
according to the best of his or her ability. The inspectors shall have the
duties prescribed by law.
The Chairman of the meeting shall fix and announce at the meeting the date
and time of the opening and the closing of the polls for each matter upon which
the stockholders will vote at a meeting.
SECTION 2.10 RECORD DATE FOR ACTION BY WRITTEN CONSENT. In order that the
Corporation may determine the stockholders entitled to consent to corporate
action in writing without a meeting, the Board of Directors may fix a record
date, which record date shall not precede the date upon which the resolution
fixing the record date is adopted by the Board of Directors, and which date
shall not be more than 10 days after the date upon which the resolution fixing
the record date is adopted by the Board of Directors. Any stockholder of record
seeking to have the stockholders authorize or take corporate action by written
consent shall, by written notice to the Secretary, request the Board of
Directors to fix a record date. The Board of Directors shall promptly, but in
all events within 10 days after the date on which such a request is received,
adopt a resolution fixing the record date. If no record date has been fixed by
the Board of Directors within 10 days of the date on which such a request is
received, the record date for determining stockholders entitled to consent to
corporate action in writing without a meeting, when no prior action by the Board
of Directors is required by applicable law, shall be the first date on which a
signed written consent setting forth the action taken or proposed to be taken is
delivered to the Corporation by delivery to its registered office in Delaware,
its principal place of business or to any officer or agent of the Corporation
having custody of the book in which proceedings of meetings of stockholders are
recorded. Delivery made to the Corporation's registered office shall be by hand
or by certified or registered mail, return receipt requested. If no record date
has been fixed by the Board of Directors and prior action by the Board of
Directors is required by applicable law, the record date for determining
stockholders entitled to consent to corporate action in writing without a
meeting shall be at the close of business on the date on which the Board of
Directors adopts the resolution taking such prior action.
2.11 INSPECTORS OF WRITTEN CONSENT. In the event of the delivery, in the
manner provided by Section 2.10, to the Corporation of the requisite written
consent or consents to take corporate action and/or any related revocation or
revocations, the corporation shall engage nationally recognized independent
inspectors of elections for the purpose of promptly performing a ministerial
review of the validity of the consents and revocations. For the purpose of
permitting the inspectors to perform such review, no action by written consent
without a meeting shall be effective until such date as the independent
inspectors certify to the Corporation that the consents delivered to the
Corporation in accordance with Section 2.10 represent at least the minimum
number of votes that would be necessary to take the corporate action. Nothing
contained in this paragraph shall in any way be construed to suggest or imply
that the Board of Directors or any stockholder shall not be entitled to contest
the validity of any consent or revocation thereof, whether before or after such
certification by the independent inspectors, or to take any other action
(including, without limitation, the commencement, prosecution or defense of any
litigation with respect thereto, and the seeking of injunctive relief in such
litigation).
2.12 EFFECTIVENESS OF WRITTEN CONSENT. Every written consent shall bear
the date of signature of each stockholder who signs the consent and no written
consent shall be effective to take the corporate action referred to therein
unless, within 60 days of the date the earliest dated written consent was
received in accordance with Section 2.10, a written consent or consents signed
by a sufficient number of holders to take such action are delivered to the
Corporation in the manner prescribed in Section 2.10
4
<PAGE>
ARTICLE III
BOARD OF DIRECTORS
SECTION 3.1 GENERAL POWERS. The business and affairs of the Corporation
shall be managed under the direction of the Board of Directors. In addition to
the powers and authorities by these By-Laws expressly conferred upon them, the
Board of Directors may exercise all such powers of the Corporation and do all
such lawful acts and things as are not by statute or by the Certificate of
Incorporation or by these By-Laws required to be exercised or done by the
stockholders.
SECTION 3.2 NUMBER, TENURE AND QUALIFICATIONS. The number of directors
constituting the Board of Directors shall be fixed from time to time by
resolution passed by a majority of the Board of Directors. The directors shall,
except as hereinafter otherwise provided for filling vacancies, be elected at
the annual meeting of stockholders, and shall hold office until their respective
successors are elected and qualified or until their earlier resignation or
removal. Directors need not be stockholders of the Corporation.
SECTION 3.3 REGULAR MEETINGS. A regular meeting of the Board of Directors
shall be held without other notice than this By-Law immediately after, and at
the same place as, the Annual Meeting of Stockholders. The Board of Directors
may, by resolution, provide the time and place for the holding of additional
regular meetings without other notice than such resolution.
SECTION 3.4 SPECIAL MEETINGS. Special meetings of the Board of Directors
shall be called at the request of the Chairman of the Board, the President or a
majority of the Board of Directors then in office. The person or persons
authorized to call special meetings of the Board of Directors may fix the place
and time of the meetings.
SECTION 3.5 NOTICE. Notice of any special meeting of directors shall be
given to each director at his business or residence in writing by hand delivery,
first-class or overnight mail or courier service, telegram or facsimile
transmission, or orally by telephone. If mailed by first-class mail, such notice
shall be deemed adequately delivered when deposited in the United States mails
so addressed, with postage thereon prepaid, at least five (5) days before such
meeting. If by telegram, overnight mail or courier service, such notice shall be
deemed adequately delivered when the telegram is delivered to the telegraph
company or the notice is delivered to the overnight mail or courier service
company at least twenty-four (24) hours before such meeting. If by facsimile
transmission, such notice shall be deemed adequately delivered when the notice
is transmitted at least twelve (12) hours before such meeting. If by telephone
or by hand delivery, the notice shall be given at least twelve (12) hours prior
to the time set for the meeting. Neither the business to be transacted at, nor
the purpose of, any regular or special meeting of the Board of Directors need be
specified in the notice of such meeting, except for amendments to these By-Laws,
as provided under Section 8.1. A meeting may be held at any time without notice
if all the directors are present or if those not present waive notice of the
meeting in accordance with Section 6.4 of these By-Laws.
SECTION 3.6 ACTION BY CONSENT OF BOARD OF DIRECTORS. Any action required
or permitted to be taken at any meeting of the Board of Directors or of any
committee thereof may be taken without a meeting if all members of the Board or
committee, as the case may be, consent thereto in writing, and the writing or
writings are filed with the minutes of proceedings of the Board or committee.
SECTION 3.7 CONFERENCE TELEPHONE MEETINGS. Members of the Board of
Directors, or any committee thereof, may participate in a meeting of the Board
of Directors or such committee by means of conference telephone or similar
communications equipment by means of which all persons participating in the
meeting can hear each other, and such participation in a meeting shall
constitute presence in person at such meeting.
SECTION 3.8 QUORUM. Subject to Section 3.9, a whole number of directors
equal to at least a majority of the total number of directors which the
Corporation would have if there were no vacancies
5
<PAGE>
("Whole Board") shall constitute a quorum for the transaction of business, but
if at any meeting of the Board of Directors there shall be less than a quorum
present, a majority of the directors present may adjourn the meeting from time
to time without further notice. The act of the majority of the directors present
at a meeting at which a quorum is present shall be the act of the Board of
Directors. The directors present at a duly organized meeting may continue to
transact business until adjournment, notwithstanding the withdrawal of enough
directors to leave less than a quorum.
SECTION 3.9 VACANCIES. Subject to applicable law and the rights of the
holders of any series of Preferred Stock with respect to such series of
Preferred Stock, and unless the Board of Directors otherwise determines,
vacancies resulting from death, resignation, retirement, disqualification,
removal from office or other cause, and newly created directorships resulting
from any increase in the authorized number of directors, may be filled only by
the affirmative vote of a majority of the remaining directors, though less than
a quorum of the Board of Directors, and directors so chosen shall hold office
for a term expiring at the next annual meeting of stockholders and until such
director's successor shall have been duly elected and qualified. No decrease in
the number of authorized directors constituting the Whole Board shall shorten
the term of any incumbent director.
SECTION 3.10 COMMITTEES. The Board of Directors may, by resolution adopted
by a majority of the Whole Board, designate one or more committees. Each such
committee shall consist of two or more directors of the Corporation. The Board
may designate one or more directors as alternate members of any committee, who
may replace any absent or disqualified member at any meeting of the committee.
Any such committee may to the extent permitted by law exercise such powers and
shall have such responsibilities as shall be specified in the designating
resolution. In the absence or disqualification of any member of such committee
or committees, the member or members thereof present at any meeting and not
disqualified from voting, whether or not constituting a quorum, may unanimously
appoint another member of the Board to act at the meeting in the place of any
such absent or disqualified member. Each committee shall keep written minutes of
its proceedings and shall report such proceedings to the Board when required.
A majority of any committee may determine its action and fix the time and
place of its meetings, unless the Board shall otherwise provide. Notice of such
meetings shall be given to each member of the committee in the manner provided
for in Section 3.5 of these By-Laws. The Board shall have power at any time to
fill vacancies in, to change the membership of, or to dissolve any such
committee. Nothing herein shall be deemed to prevent the Board from appointing
one or more committees consisting in whole or in part of persons who are not
directors of the Corporation; PROVIDED, HOWEVER, that no such committee shall
have or may exercise any authority of the Board.
No committee shall have the power or authority in reference to amending the
Certificate of Incorporation, adopting an agreement of merger or consolidation,
recommending to the stockholders the sale, lease or exchange of all or
substantially all of the Corporation's property and assets, recommending to the
stockholders a dissolution of the Corporation or a revocation of a dissolution,
or amending these By-Laws. Unless a resolution adopted by the Board of
Directors, these By-laws, or the Certificate of Incorporation expressly so
provide, no such committee shall have the power or authority to declare a
dividend or to authorize the issuance of stock.
SECTION 3.11 RECORDS. The Board of Directors shall cause to be kept a
record containing the minutes of the proceedings of the meetings of the Board
and of the stockholders, appropriate stock books and registers and such books of
records and accounts as may be necessary for the proper conduct of the
Corporation.
6
<PAGE>
ARTICLE IV
OFFICERS
SECTION 4.1 ELECTED OFFICERS. The elected officers of the Corporation
shall be a Chairman of the Board of Directors, a President, a Secretary, a
Treasurer, and such other officers (including, without limitation, a Chief
Operating Officer and Chief Financial Officer) as the Board of Directors from
time to time may deem proper. The Chairman of the Board shall be chosen from
among the directors. All officers elected by the Board of Directors shall each
have such powers and duties as generally pertain to their respective offices,
subject to the specific provisions of the ARTICLE IV. Such officers shall also
have such powers and duties as from time to time may be conferred by the Board
of Directors or by any committee thereof. The Board or any committee thereof may
from time to time elect, or the Chairman of the Board or President may appoint,
such other officers (including one or more Assistant Vice President, Assistant
Secretaries, Assistant Treasurers, and Assistant Controllers) and such agents,
as may be necessary or desirable for the conduct of the business of the
Corporation. Such other officers and agents shall have such duties and shall
hold their offices for such terms as shall be provided in these By-Laws or as
may be prescribed by the Board or such committee or by the Chairman of the Board
or President, as the case may be.
SECTION 4.2 ELECTION AND TERM OF OFFICE. The elected officers of the
Corporation shall be elected annually by the Board of Directors at the regular
meeting of the Board of Directors held after the annual meeting of the
stockholders. If the election of officers shall not be held at such meeting,
such election shall be held as soon thereafter as convenient. Each officer shall
hold office until his successor shall have been duly elected and shall have
qualified or until his death or until he shall resign, but any officer may be
removed from office at any time by the affirmative vote of a majority of the
Whole Board or, except in the case of an officer or agent elected by the Board,
by the Chairman of the Board or President. Such removal shall be without
prejudice to the contractual rights, if any, of the person so removed.
SECTION 4.3 CHAIRMAN OF THE BOARD. The Chairman of the Board shall preside
at all meetings of the stockholders and of the Board of Directors. The Chairman
of the Board shall perform all duties incidental to his office which may be
required by law and all such other duties as are properly required of him by the
Board of Directors. He shall make reports to the Board of Directors and the
stockholders, and shall see that all orders and resolutions of the Board of
Directors and of any committee thereof are carried into effect. The Chairman of
the Board may also serve as President, if so elected by the Board.
SECTION 4.4 PRESIDENT. The President shall act in a general executive
capacity and shall be the Chief Executive Officer of the Company. The President
shall be responsible for the administration and operation of the Corporation's
business and general supervision of its policies and affairs. The President
shall, in the absence of or because of the inability to act of the Chairman of
the Board, perform all duties of the Chairman of the Board and preside at all
meetings of stockholders and of the Board of Directors.
SECTION 4.5 CHIEF OPERATING OFFICER. The Chief Operating Officer (if any)
shall be a Vice President and act in an executive capacity with respect to the
Corporation's operations. He shall assist the President in the general
supervision of the Corporation's operations and affairs.
SECTION 4.6 CHIEF FINANCIAL OFFICER. The Chief Financial Officer (if any)
shall be a Vice President and act in an executive financial capacity. He shall
assist the President in the general supervision of the Corporation's financial
policies and affairs.
SECTION 4.7 TREASURER. The Treasurer shall exercise general supervision
over the receipt, custody and disbursement of corporate funds. The Treasurer
shall cause the funds of the Corporation to be deposited in such banks as may be
authorized by the Board of Directors, or in such banks as may be designated as
depositaries in the manner provided by resolution of the Board of Directors. He
shall have such further powers and duties and shall be subject to such
directions as may be granted or imposed upon him from time to time by the Board
of Directors, the Chairman of the Board or the President.
7
<PAGE>
SECTION 4.8 SECRETARY. The Secretary shall keep or cause to be kept in one
or more books provided for that purpose, the minutes of all meetings of the
Board, the committees of the Board and the stockholders, he shall see that all
notices are duly given in accordance with the provisions of these By-Laws and as
required by law, he shall be custodian of the records and the seal of the
Corporation and affix and attest the seal to all stock certificates of the
Corporation (unless the seal of the Corporation on such certificates shall be a
facsimile, as hereinafter provided) and affix and attest the seal to all other
documents to be executed on behalf of the Corporation under its seal, and he
shall see that the books, reports, statements, certificates, and other documents
and records required by law to be kept and filed are properly kept and filed;
and in general, he shall perform all the duties incident to the office of
Secretary and such other duties as from time to time may be assigned to him by
the Board, the Chairman of the Board or the President.
SECTION 4.9 REMOVAL. Any officer elected, or agent appointed, by the Board
of Directors may be removed by the affirmative vote of a majority of the Whole
Board whenever, in their judgement, the best interests of the Corporation would
be served thereby. Any officer or agent appointed by the Chairman of the Board
or the President may be removed by him whenever, in his judgment, the best
interests of the Corporation would be served thereby. No elected officer shall
have any contractual rights against the Corporation for compensation by virtue
of such election beyond the date of the election of his successor, his death,
his resignation or his removal, whichever event shall first occur, except as
otherwise provided in an employment contract or under an employee deferred
compensation plan.
SECTION 4.10 VACANCIES. A newly created elected office and a vacancy in
any elected office because of death, resignation, or removal may be filled by
the Board of Directors for the unexpired portion of the term at any meeting of
the Board of Directors. Any vacancy in an office appointed by the Chairman of
the Board or the President because of death, resignation, or removal may be
filled by the Chairman of the Board or the President.
ARTICLE V
STOCK CERTIFICATES AND TRANSFERS
SECTION 5.1 STOCK CERTIFICATES AND TRANSFERS. The interest of each
stockholder of the Corporation shall be evidenced by certificates for shares of
stock in such form as the appropriate officers of the Corporation may from time
to time prescribe. The shares of the stock of the Corporation shall be
transferred on the books of the Corporation by the holder thereof in person or
by his attorney, upon surrender for cancellation of certificates for at least
the same number of shares, with an assignment and power of transfer endorsed
thereon or attached thereto, duly executed, with such proof of the authenticity
of the signature as the Corporation or its agents may reasonably require.
The certificates of stock shall be signed, countersigned and registered in
such manner as the Board of Directors may by resolution prescribe, which
resolution may permit all or any of the signatures on such certificates to be in
facsimile. In case any officer, transfer agent or registrar who has signed or
whose facsimile signature has been placed upon a certificate has ceased to be
such officer, transfer agent or registrar before such certificate is issued, it
may be issued by the Corporation with the same effect as if he were such
officer, transfer agent or registrar at the date of issue.
SECTION 5.2 LOST, STOLEN OR DESTROYED CERTIFICATES. No certificate for
shares of stock in the Corporation shall be issued in place of any certificate
alleged to have been lost, destroyed or stolen, except on production of such
evidence of such loss, destruction or theft and on delivery to the Corporation
of a bond of indemnity in such amount, upon such terms and secured by such
surety, as the Board of Directors or any financial officer may in its or his
discretion require.
8
<PAGE>
ARTICLE VI
MISCELLANEOUS PROVISIONS
SECTION 6.1 FISCAL YEAR. The fiscal year of the Corporation shall begin on
the first day of January and end on the thirty-first day of December of each
year.
SECTION 6.2 DIVIDENDS. The Board of Directors may from time to time
declare, and the Corporation may pay, dividends on its outstanding shares in the
manner and upon the terms and conditions provided by law and the Certificate of
Incorporation.
SECTION 6.3 SEAL. The corporate seal shall have inscribed thereon the
words "Corporate Seal", the year of incorporation and around the margin thereof
the words "Workflow Management, Inc.-- Delaware."
SECTION 6.4 WAIVER OF NOTICE. Whenever any notice is required to be given
to any stockholder or director of the Corporation under the provisions of the
General Corporation Law of the State of Delaware or these By-Laws, a waiver
thereof in writing, signed by the person or persons entitled to such notice,
whether before or after the time stated therein, shall be deemed equivalent to
the giving of such notice. Neither the business to be transacted at, nor the
purpose of, any annual or special meeting of the stockholders or the Board of
Directors or committee thereof need be specified in any waiver of notice of such
meeting.
SECTION 6.5 AUDITS. The accounts, books and records of the Corporation
shall be audited upon the conclusion of each fiscal year by an independent
certified public accountant selected by the Board of Directors, and it shall be
the duty of the Board of Directors to cause such audit to be done annually.
SECTION 6.6 RESIGNATIONS. Any director or any officer, whether elected or
appointed, may resign at any time by giving written notice of such resignation
to the Chairman of the Board, the President, or the Secretary, and such
resignation shall be deemed to be effective as of the close of business on the
date said notice is received by the Chairman of the Board, the President, or the
Secretary, or at such later time as is specified therein. No formal action shall
be required of the Board of Directors of the stockholders to make any such
resignation effective.
SECTION 6.7 INDEMNIFICATION AND INSURANCE.
(A) NATURE OF INDEMNITY. The Corporation shall indemnify any person who
was or is a party or is threatened to be made a party to any threatened, pending
or completed action, suit or proceeding, whether civil, criminal, administrative
or investigative, by reason of the fact that he is or was or has agreed to
become a director or officer of the Corporation, or is or was serving or has
agreed to serve at the request of the Corporation as a director or officer of
another corporation, limited liability company, partnership, joint venture,
trust or other enterprise, or by reason of any action alleged to have been taken
or omitted in such capacity, and may indemnify any person who was or is a party
or is threatened to be made a party to such an action, suit or proceeding by
reason of the fact that he is or was or has agreed to become an employee or
agent of the Corporation, or is or was serving or has agreed to serve at the
request of the Corporation as an employee or agent of another corporation,
limited liability company, partnership, joint venture, trust or other
enterprise, against expenses (including attorneys' fees), judgments, fines and
amounts paid in settlement actually and reasonably incurred by him or on his
behalf in connection with such action, suit or proceeding and any appeal
therefrom, if he acted in good faith and in manner he reasonably believed to be
in or not opposed to the best interests of the Corporation, and, with respect to
any criminal action or proceeding, had no reasonable cause to believe his
conduct was unlawful; except that in the case of an action or suit by or in the
right of the Corporation to procure a judgment in its favor (1) such
indemnification shall be limited to expenses (including attorneys' fees)
actually and reasonably incurred by such person in the defense or settlement of
such action or suit, and (2) no indemnification shall be made in respect of any
claim, issue or matter as to which such person shall have been adjudged to be
9
<PAGE>
liable to the Corporation unless and only to the extent that the Delaware Court
of Chancery or the court in which such action or suit was brought shall
determine upon application that, despite the adjudication of liability but in
view of all the circumstances of the case, such person is fairly and reasonably
entitled to indemnity for such expenses which the Delaware Court or Chancery or
such other court shall deem proper.
The termination of any action, suit or proceeding by judgment, order,
settlement, conviction, or upon a plea or nolo contendere or its equivalent,
shall not, of itself, create a presumption that the person did not act in good
faith and in a manner which he reasonably believed to be in or not opposed to
the best interests of the Corporation, and, with respect to any criminal action
or proceeding, had reasonable cause to believe that his conduct was unlawful.
(B) SUCCESSFUL DEFENSE. To the extent that a director, officer, employee
or agent of the Corporation has been successful on the merits or otherwise in
defense of any action, suit or proceeding referred to in (A) of this Section 6.7
or in defense of any claim, issue or matter therein, he shall be indemnified
against expenses (including attorneys' fees) actually and reasonably incurred by
him in connection therewith.
(C) DETERMINATION THAT INDEMNIFICATION IS PROPER. Any indemnification of a
director or officer of the Corporation under (A) of this Section 6.7 (unless
ordered by a court) shall be made by the Corporation unless a determination is
made that indemnification of the director or officer is not proper in the
circumstances because he has not met the applicable standard of conduct set
forth in (A). Any indemnification of an employee or agent of the Corporation
under (A) (unless ordered by a court) may be made by the Corporation upon a
determination that indemnification of the employee or agent is proper in the
circumstances because he has met the applicable standard of conduct set forth in
(A). Any such determination shall be made (1) by the Board of Directors by a
majority vote of a quorum consisting of directors who were not parties to such
action, suit or proceedings, or (2) if such a quorum is not obtainable, or, even
if obtainable a quorum of disinterested directors so directs, by independent
legal counsel in a written opinion, or (3) by the stockholders.
(D) ADVANCE PAYMENT OF EXPENSES. Unless the Board of Directors otherwise
determines in a specific case, expenses incurred by a director or officer in
defending a civil or criminal action, suit or proceeding shall be paid by the
Corporation in advance of the final disposition of such action, suit or
proceeding upon receipt of an undertaking by or on behalf of the director or
officer to repay such amount if it shall ultimately be determined that he is not
entitled to be indemnified by the Corporation as authorized in this Section 6.7.
Such expenses incurred by other employees and agents may be so paid upon such
terms and conditions, if any, as the Board of Directors deems appropriate. The
Board of Directors may authorize the Corporation's legal counsel to represent
such director, officer, employee or agent in any action, suit or proceeding,
whether or not the Corporation is a party to such action, suit or proceeding.
(E) SURVIVAL; PRESERVATION OF OTHER RIGHTS. The foregoing indemnification
provisions shall be deemed to be a contract between the Corporation and each
director, officer, employee and agent who serves in any such capacity at any
time while these provisions as well as the relevant provisions of the Delaware
General Corporation Law are in effect and any repeal or modification thereof
shall not affect any right or obligation then existing with respect to any state
of facts then or previously existing or any action, suit, or proceeding
previously or thereafter brought or threatened based in whole or in part upon
any such state of facts. Such a contract right may not be modified retroactively
without the consent of such director, officer, employee or agent.
The indemnification provided by this Section 6.7 shall not be deemed
exclusive of any other rights to which those indemnified may be entitled under
any by-law, agreement, vote of stockholders or disinterested directors or
otherwise, both as to action in his official capacity and as to action in
another capacity while holding such office, and shall continue as to a person
who has ceased to be a director, officer, employee or agent and shall inure to
the benefit of the heirs, executors and administrators of such a person. The
Corporation may enter into an agreement with any of its directors, officers,
employees or agents providing for indemnification and advancement of expenses,
including attorneys fees, that may
10
<PAGE>
change, enhance, qualify or limit any right to indemnification or advancement of
expenses created by this Section 6.7.
(F) SEVERABILITY. If this Section 6.7 or any portion hereof shall be
invalidated on any ground by any court of competent jurisdiction, then the
Corporation shall nevertheless indemnify each director or officer and may
indemnify each employee or agent of the Corporation as to costs, charges and
expenses (including attorneys' fees), judgment, fines and amounts paid in
settlement with respect to any action, suit or proceeding, whether civil,
criminal, administrative or investigative, including an action by or in the
right of the Corporation, to the fullest extent permitted by an applicable
portion of this Section 6.7 that shall not have been invalidated and to the
fullest extent permitted by applicable law.
(G) SUBROGATION. In the event of payment of indemnification to a person
described in (A) of this Section 6.7 the Corporation shall be subrogated to the
extent of such payment to any right of recovery such person may have and such
person, as a condition of receiving indemnification from the Corporation, shall
execute all documents and do all things that the Corporation may deem necessary
or desirable to perfect such right of recovery, including the execution of such
documents necessary to enable the Corporation effectively to enforce any such
recovery.
(H) NO DUPLICATION OF PAYMENTS. The Corporation shall not be liable under
this Section 6.7 to make any payment in connection with any claim made against a
person described in (A) of this Section 6.7 to the extent such person has
otherwise received payment (under any insurance policy, by-law or otherwise) of
the amounts otherwise indemnifiable hereunder.
(I) INSURANCE. The Corporation may maintain insurance, at its expense, to
protect itself and any director, officer, employee or agent of the Corporation
or another corporation, limited liability company, partnership, joint venture,
trust or other enterprise against any expense, liability or loss, whether or not
the Corporation would have the power to indemnify such person against such
expense, liability or loss under the General Corporation Law of the State of
Delaware. To the extent that the Corporation maintains any policy or policies
providing such insurance, each such director or officer, and each such agent or
employee to which rights to indemnification have been granted, shall be covered
by such policy or policies in accordance with its or their terms to the maximum
extent of the coverage thereunder for any such director, officer, employee or
agent.
ARTICLE VII
CONTRACTS, PROXIES, ETC.
SECTION 7.1 CONTRACTS. Except as otherwise required by law, the
Certificate of Incorporation or these By-Laws, any contracts or other
instruments may be executed and delivered in the name and on the behalf of the
Corporation by such officer or officers of the Corporation as the Board of
Directors may from time to time direct. Such authority may be general or
confined to specific instances as the Board may determine. The Chairman of the
Board, the President or any Vice President may execute bonds, contracts, deeds,
leases and other instruments to be made or executed for or on behalf of the
Corporation. Subject to any restrictions imposed by the board of Directors, the
President or any Vice President of the Corporation may delegate contractual
powers to others under his jurisdiction, it being understood, however, that any
such delegation of power shall not relieve such officer of responsibility with
respect to the exercise of such delegated power.
SECTION 7.2 PROXIES. Unless otherwise provided by resolution adopted by
the Board of Directors, the Chairman of the Board, the President or any Vice
President may from time to time appoint an attorney or attorneys or agent or
agents of the Corporation, in the name and on behalf of the Corporation, to cast
the votes which the Corporation may be entitled to cast as the holder of stock
or other securities or membership interests in any other corporation or limited
liability company, any of whose stock or other securities or membership
interests may be held by the Corporation, at meetings of the holders of the
stock or other securities or membership interests of such other corporation or
limited liability company, or to
11
<PAGE>
consent in writing, in the name of the Corporation as such holder, to any action
by such other corporation or limited liability company, and may instruct the
person or persons so appointed as to the manner of casting such votes or giving
such consent, and may execute or cause to be executed in the name and on behalf
of the Corporation and under its corporate seal or otherwise, all such written
proxies or other instruments as he may deem necessary or proper in the premises.
ARTICLE VIII
AMENDMENTS
SECTION 8.1 AMENDMENTS. These By-Laws may be altered, amended, or repealed
at any meeting of the Board of Directors or of the stockholders, provided notice
of the proposed change was given in the notice of the meeting and, in the case
of a meeting of the Board of Directors, in a notice given not less than two days
prior to the meeting.
12
<PAGE>
EXHIBIT 21
SUBSIDIARIES OF THE REGISTRANT
<TABLE>
<CAPTION>
STATE OR OTHER JURISDICTION
OF INCORPORATION OR
NAME ORGANIZATION
---------------------------------- ------------------------------
<S> <C> <C>
1. SFI New York
2. United Envelope Co., Inc. New York
3. Data Business Forms Limited Canada
4. Hano Document Printers, Inc. Virginia
5. Huxley Envelope Corp. New York
6. Pocono Envelope Corp. Pennsylvania
7. Rex Envelope Co., Inc. New York
8. Astrid Offset Corp. New York
</TABLE>
<PAGE>
EXHIBIT 23.2
CONSENT OF INDEPENDENT ACCOUNTANTS
We hereby consent to the use in the Prospectus constituting part of this
Registration Statement on Form S-1 of our report dated February 10, 1998,
relating to the financial statements of Workflow Management, Inc. at April 30,
1996 and April 26, 1997 and for the year ended December 31, 1995, the four
months ended April 30, 1996 and the fiscal year ended April 26, 1997, which
appears in such Prospectus. We also consent to the reference to us under the
heading "Experts" in such Prospectus.
PRICE WATERHOUSE LLP
Minneapolis, MN
May 1, 1998
<PAGE>
EXHIBIT 23.3
INDEPENDENT AUDITORS' CONSENT
The Board of Directors
Workflow Management, Inc.:
We consent to the use of our report included herein, with respect to the
consolidated statements of income, stockholders' equity and cash flows of
Workflow Management, Inc. and subsidiaries for the year ended December 31, 1994
and to the reference to our firm under the heading "Experts" included herein.
KPMG PEAT MARWICK LLP
Norfolk, Virginia
May 1, 1998
<PAGE>
EXHIBIT 23.4
INDEPENDENT AUDITORS' REPORT
We hereby consent to the use in the Prospectus constituting part of this
Registration Statement on Form S-1 of Workflow Management, Inc. of our report
dated March 6, 1996, relating to the combined financial statements of United
Envelope Co., Inc. and its affiliate Rex Envelope Co., Inc., and our report
dated March 4, 1996 relating to the financial statements of Huxley Envelope
Corporation, which reports appear in such Prospectus. We also consent to the
reference to us under the heading "Experts" in such Prospectus.
HERTZ, HERSON & COMPANY, LLP
New York, New York
May 1, 1998
<PAGE>
EXHIBIT 23.5
INDEPENDENT AUDITORS' CONSENT
The Board of Directors
Workflow Management, Inc.:
We consent to the use of our report included herein, with respect to the
balance sheet of Hano Document Printers, Inc. as of December 31, 1995 and the
related statements of income, stockholders' equity and cash flows for the year
then ended and to the reference to our firm under the heading "Experts" included
herein.
KPMG PEAT MARWICK LLP
Norfolk, Virginia
May 1, 1998
<PAGE>
EXHIBIT 99.1
SCHEDULE II
WORKFLOW MANAGEMENT, INC.
VALUATION AND QUALIFYING ACCOUNTS AND RESERVES
FOR THE YEARS ENDED 1994 AND 1995, THE 4 MONTHS ENDED APRIL 30, 1996
AND THE FISCAL YEAR ENDED APRIL 27, 1997
<TABLE>
<CAPTION>
BALANCE AT CHARGED TO CHARGED TO
BEGINNING COSTS AND OTHER
DESCRIPTION DATE OF PERIOD EXPENSES ACCOUNTS DEDUCTIONS DATE
- -------------------------------- ------------------- ---------- ----------- ----------- ----------- -------------------
<S> <C> <C> <C> <C> <C> <C>
Allowance for doubtful
accounts...................... December 31, 1993 $ 384,000 $ 841,000 $ (651,000 (a) December 31, 1994
December 31, 1994 574,000 883,000 646,000(b) (497,000 (a) December 31, 1995
December 31, 1995 1,606,000 387,000 April 30, 1996
April 30, 1996 1,993,000 1,394,000 (1,556,000 (a) April 27, 1997
Accumulated amortization of
intangibles................... December 31, 1993 $ 112,000 $ 17,000 December 31, 1994
December 31, 1994 $ 129,000 74,000 (15,000 (c) December 31, 1995
December 31, 1995 188,000 44,000 (24,000 (c) April 30, 1996
April 30, 1996 208,000 204,000 April 27, 1997
<CAPTION>
BALANCE
AT END OF
DESCRIPTION PERIOD
- -------------------------------- ----------
<S> <C>
Allowance for doubtful
accounts...................... $ 574,000
1,606,000
1,993,000
1,831,000
Accumulated amortization of
intangibles................... $ 129,000
$ 188,000
208,000
412,000
</TABLE>
- ------------------
(a) Represents write-offs of uncollectible accounts receivable
(b) Allowance for doubtful accounts acquired in purchase acquisitions
(c) Represents write-offs of intangible assets
S-1
