As Filed with the Securities and Exchange Commission on June 26, 1998
Registration No. 333-
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-8
REGISTRATION STATEMENT
under
THE SECURITIES ACT OF 1933
WORKFLOW MANAGEMENT, INC.
(Exact name of registrant as specified in its charter)
Delaware 06-1507104
(State of Incorporation) (IRS Employer Identification Number)
240 Royal Palm Way
Palm Beach, Florida 33480
(Address of Principal Executive Offices)
(561) 659-6551
(Registrant's telephone number including area code)
WORKFLOW MANAGEMENT, INC.
1998 Stock Incentive Plan
(Full title of the Plan)
-----------------------------------
Steve R. Gibson
Vice President and Chief Financial Officer
Workflow Management, Inc.
240 Royal Palm Way
Palm Beach, Florida 33480
(561) 659-6551
(Name, address and telephone number of agent for service)
-----------------------------------
Copy to:
Gus J. James, II, Esquire
Kaufman & Canoles
One Commercial Place, Suite 2000
Norfolk, Virginia 23514
<TABLE>
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CALCULATION OF REGISTRATION FEE
- ----------------------------- --------------------- --------------------- --------------------- ---------------------
Proposed Proposed
Title of Maximum Maximum
Securities Amount Offering Aggregate Amount of
to be to be Price Offering Registration
Registered Registered(1) Per Share Price Fee(2)
- ----------------------------- --------------------- --------------------- --------------------- ---------------------
<S> <C>
Options 4,387,580 options - - -
- ----------------------------- --------------------- --------------------- --------------------- ---------------------
Stock Appreciation Rights 4,387,580 SARs - - -
- ----------------------------- --------------------- --------------------- --------------------- ---------------------
Common Stock, par value 4,387,580 shares $7.31 $32,073,210 $9,461.60
$.001 per share
- ----------------------------- --------------------- --------------------- --------------------- ---------------------
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(1) Also registered hereunder are such additional number of shares of Common
Stock, presently indeterminable, as may be necessary to satisfy the antidilution
provisions of the 1998 Stock Incentive Plan to which this Registration Statement
relates.
(2) The registration fee has been calculated in accordance with Rule 457(c)
and 457(h) with respect to the 4,387,580 shares of Common Stock registered
hereby on the basis of the price of shares of the Company's Common Stock on the
NASDAQ National Market on June 22, 1998.
<PAGE>
PART I
INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS
Note: The document(s) containing the information required by Item 1 of
Form S-8 and the statement of availability of registrant information and any
other information required by Item 2 of Form S-8 will be sent or given to
participants as specified by Rule 428 under the Securities Act of 1933, as
amended (the "Securities Act"). In accordance with Rule 428 and the requirements
of Part I of Form S-8, such documents are not being filed with the Securities
and Exchange Commission (the "Commission") either as part of this Registration
Statement or as prospectuses or prospectus supplements pursuant to Rule 424
under the Securities Act. Workflow Management, Inc. (the "Registrant"' or the
"Company") shall maintain a file of such documents in accordance with the
provisions of Rule 428. Upon request, the Registrant shall furnish the
Commission or its staff a copy or copies of all of the documents included in
such file.
<PAGE>
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference
The Company hereby incorporates by reference the documents listed in
(a) through (b) below. In addition, all documents subsequently filed by the
Company pursuant to Section 13(a), 13(c), 14 and 15(d) of the Securities
Exchange Act of 1934, as amended (the "Exchange Act") (prior to filing of a
Post-Effective Amendment which indicates that all securities offered have been
sold or which deregisters all securities then remaining unsold) shall be deemed
to be incorporated by reference in this Registration Statement and to be a part
hereof from the date of filing of such documents.
(a) The Company's Information Statement/Prospectus dated June 10, 1998
filed as part of the Company's Post-Effective Amendment No. 1 to Registration
Statement on Form S-1 (Commission File No. 333-46535), which contains (i)
audited financial statements and related financial statement schedules for the
Company as of and for the fiscal year ended April 26, 1997, as of and for the
four months ended April 30, 1996 and for the fiscal years ended December 31,
1995 and 1994, and interim unaudited financial statements for the Company as of
and for the nine months ended January 24, 1998 and for the nine months ended
January 25, 1997, and (ii) audited financial statements of Astrid Offset Corp.
as of and for the fiscal year ended July 31, 1997, and interim unaudited
financial statements as of and for the three months ended October 31, 1997, and
for the three months ended October 31, 1996.
(b) The description of the Company's Common Stock which is incorporated
by reference in the Registration Statement on Form 8-A filed by the Company
under the Exchange Act on June 9, 1998, including any amendment or report filed
for the purpose of updating such description.
Item 4. Description of Securities
Inapplicable.
Item 5. Interests of Named Experts and Counsel
Inapplicable
Item 6. Indemnification of Directors and Officers
Article 9 of the Certificate of Incorporation provides that the Company
will 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 8 of the Certificate of Incorporation states that directors of
the Company 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.
Article IV of the By-laws provides that the Company will 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 the Company, 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 to any claim, issue or matter as to
which such person shall have been adjudged to be liable to the Company 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 the Company 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 7. Exemption from Registration Claimed
Not Applicable.
Item 8. Exhibits
Number Description
4.1* Certificate of Incorporation of the Registrant
4.2* Certificate of Amendment of Certificate of
Incorporation of Registrant
4.3* Restated By-Laws of the Registrant
4.4* 1998 Stock Incentive Plan
4.5* Specimen certificate representing the Common Stock of
Registrant
5.1 Opinion of Kaufman & Canoles
23.1 Consent of Kaufman & Canoles (included in Exhibit
5.1)
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 Price Waterhouse LLP
24.1 Power of Attorney (included as part of the signature
page to this Registration Statement)
- ------------------
*Incorporated herein by reference from the Registrant's Registration Statement
on Form S-1 (File No. 333-46535).
<PAGE>
Item 9. Undertakings
The undersigned Registrant hereby undertakes the following:
(a) The undersigned Registrant hereby undertakes:
(1) To file, during any period in which offers or sales
are being made, a post-effective amendment to this
registration statement:
(i) To include any prospectus required by
Section 10(a)(3) of the Securities Act of
1933;
(ii) To reflect in the prospectus any facts or
events arising after the effective date of
the registration statement (or the most
recent post-effective amendment thereof)
which, individually or in the aggregate,
represent a fundamental change in the
information set forth in the registration
statement;
(iii) To include any material information with
respect to the plan of distribution not
previously disclosed in the registration
statement or any material change to such
information in the registration statement;
Provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) do not apply if the
information required to be included in a post-effective amendment by those
paragraphs is contained in periodic reports filed by the registrant pursuant to
section 13 or section 15(d) of the Securities Exchange Act of 1934 that are
incorporated by reference in the registration statement.
(2) That, for the purpose of determining any liability under
the Securities Act of 1933, each such post-effective amendment 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.
(3) To remove from registration by means of a post-effective
amendment any of the securities being registered which remain unsold at the
termination of the offering.
(b) The undersigned registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act of 1933, each filing of the
registrant's annual report pursuant to section 13(a) or section 15(d) of the
Securities Exchange Act of 1934 (and, where applicable, each filing of any
employee benefit plan's annual report pursuant to section 15(d) of the
Securities Exchange Act of 1934) that is incorporated by reference in the
registration statement 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.
(h) The undersigned registrant hereby undertakes, that, insofar as
indemnification for liabilities arising under the Securities Act of 1933 may be
permitted to directors, officers and controlling persons of the registrant
pursuant to the foregoing provisions, or otherwise, the registrant has been
advised that in the opinion of the Securities and Exchange Commission such
indemnification is against public policy as expressed in the 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 of whether such indemnification by it is against
public policy as expressed in the Act and will be governed by the final
adjudication of such issue.
<PAGE>
SIGNATURES
In accordance with the requirements of the Securities Act of 1933, as
amended, the Registrant certifies that it has reasonable grounds to believe that
it meets all the requirements for filing on Form S-8 and has duly caused this
Registration Statement to be signed on its behalf by the undersigned thereunto
duly authorized, in Palm Beach, Florida, on June 25, 1998 .
WORKFLOW MANAGEMENT, INC.
By: /s/ Thomas B. D'Agostino
------------------------------------------------------
Thomas B. D'Agostino, Chief Executive Officer
POWER OF ATTORNEY
In accordance with the requirements of the Securities Act of 1933, the
Registration Statement has been signed by the following persons in the
capacities and on the dates stated. Each person whose signature appears below
constitutes and appoints Thomas B. D'Agostino and Gus J. James, II, and each of
them individually, his true and lawful attorney-in-fact in this place and stead,
to execute and cause to be filed with the Securities and Exchange Commission any
and all amendments to this Registration Statement.
Witness our hands and common seals on the date set forth below.
<TABLE>
<CAPTION>
Signature Title Date
--------- ----- ----
<S> <C>
/s/ Thomas B. D'Agostino Director, Chairman of the Board, Chief June 25, 1998
- ------------------------------------
Thomas B. D'Agostino Executive Officer (Principal Executive Officer)
/s/ Steven R. Gibson Vice President, Chief Financial Officer, June 25, 1998
- ------------------------------------
Steven R. Gibson Treasurer and Secretary (Principal Financial
Officer and Principal Accounting Officer)
/s/ Thomas A. Brown, Jr. Director June 25, 1998
- ------------------------------------
Thomas A. Brown, Jr.
/s/ Gus J. James, II Director June 25, 1998
- ------------------------------------
Gus J. James, II
/s/ Jonathan J. Ledecky Director June 25, 1998
- ------------------------------------
Jonathan J. Ledecky
/s/ Timothy L. Tabor Director June 25, 1998
- ------------------------------------
Timothy L. Tabor
/s/ F. Craig Wilson Director June 25, 1998
- ------------------------------------
F. Craig Wilson
</TABLE>
<PAGE>
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
EXHIBITS
to
FORM S-8
REGISTRATION STATEMENT
under
THE SECURITIES ACT OF 1933, AS AMENDED
WORKFLOW MANAGEMENT, INC.
(Exact name of registrant as specified in its charter)
<PAGE>
Exhibits
Number Description
4.1* Certificate of Incorporation of the Registrant
4.2* Certificate of Amendment of Certificate of Incorporation of
Registrant
4.3* Restated By-Laws of the Registrant
4.4* 1998 Stock Incentive Plan
4.5* Specimen certificate representing the Common Stock of
Registrant
5.1 Opinion of Kaufman & Canoles
23.1 Consent of Kaufman & Canoles (included in Exhibit 5.1)
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 Price Waterhouse LLP
24.1 Power of Attorney (included as part of the signature page to
this Registration Statement)
- ------------------
*Incorporated herein by reference from the Registrant's Registration Statement
on Form S-1 (File No. 333-46535).
<PAGE>
June 26, 1998
Workflow Management
240 Royal Palm Way
Palm Beach, Florida 33480
Re: 1998 Stock Incentive Plan
Dear Sirs:
In connection with the registration on Form S-8 (the "Registration
Statement") under the Securities Act of 1933, as amended (the "Act"), of
4,387,580 shares of Common Stock, par value $.001 of Workflow Management, Inc.
(the "Company"), which may be issued pursuant to the terms of the Company's 1998
Stock Incentive Plan (the "Plan"), we hereby advise you that it is our opinion
that upon issuance pursuant to the terms of the Plan, the shares of Common Stock
which may be issued pursuant thereto will be validly issued, fully paid and
nonassessable.
We hereby consent to the filing of this opinion as an exhibit to the
Registration Statement.
Very truly yours,
/s/ Kaufman & Canoles, P.C.
---------------------------
Kaufman & Canoles, P.C.
EXHIBIT 23.2
CONSENT OF INDEPENDENT ACCOUNTANTS
We hereby consent to the incorporation by reference in this Registration
Statement on Form S-8 of our report dated February 10, 1998 (except for Note 1
and the last paragraph of Note 3, which are as of May 14, 1998), relating to the
financial statements of Workflow Management, Inc., which appears in the
Information Statement/Prospectus constituting part of the Registration Statement
on Form S-1 of Workflow Management, Inc. dated June 10, 1998. We also consent to
the application of such report to the Financial Statement Schedule listed as
Exhibit 99.1 of the Form S-1 when such schedule is read in conjunction with the
financial statements referred to in our report.
PRICE WATERHOUSE LLP
Minneapolis, Minnesota
June 25, 1998
EXHIBIT 23.3
INDEPENDENT AUDITORS' CONSENT
The Board of Directors
Workflow Management, Inc.:
We consent to the use of our reports incorporated herein by reference, 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 the related financial statement schedule.
KPMG PEAT MARWICK LLP
Norfolk, Virginia
June 23, 1998
EXHIBIT 23.4
CONSENT OF INDEPENDENT AUDITORS
We hereby consent to the incorporation by reference in this Registration
Statement on Form S-8 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 the
Information Statement/Prospectus constituting part of the Registration Statement
on Form S-1 of Workflow Management, Inc. dated June 10, 1998. We also consent to
the application of such reports to the Financial Statement Schedule listed as
Exhibit 99.1 of the Form S-1 when such schedule is read in conjunction with the
financial statements referred to in our reports.
HERTZ, HERSON & COMPANY, LLP
New York, New York
June 25, 1998
EXHIBIT 23.5
INDEPENDENT AUDITORS' CONSENT
The Board of Directors
Workflow Management, Inc.:
We consent to the use of our report incorporated herein by reference, 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.
KPMG PEAT MARWICK LLP
Norfolk, Virginia
June 23, 1998
EXHIBIT 23.6
CONSENT OF INDEPENDENT ACCOUNTANTS
We hereby consent to the incorporation by reference in this Registration
Statement on Form S-8 of our report dated February 6, 1998, relating to the
financial statements of Astrid Offset Corporation, which report appears in the
Information Statement/Prospectus constituting part of the Registration Statement
on Form S-1 of Workflow Management, Inc. dated June 10, 1998.
PRICE WATERHOUSE LLP
Minneapolis, Minnesota
June 25, 1998
