<PAGE> 1
AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON DECEMBER 23, 1996
REGISTRATION NO. 333-
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
------------------------
FORM S-3
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
------------------------
BOWNE & CO., INC.
(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
------------------------
<TABLE>
<S> <C>
NEW YORK 13-2618477
(STATE OR OTHER JURISDICTION OF (I.R.S. EMPLOYER
INCORPORATION OR ORGANIZATION) IDENTIFICATION NO.)
</TABLE>
345 HUDSON STREET
NEW YORK, NEW YORK 10014
(212) 924-5500
(ADDRESS, INCLUDING ZIP CODE, AND TELEPHONE NUMBER,
INCLUDING AREA CODE, OF REGISTRANT'S PRINCIPAL EXECUTIVE OFFICES)
------------------------
DOUGLAS F. BAUER, ESQ.
345 HUDSON STREET
NEW YORK, NEW YORK 10014
(212) 924-5500
(NAME, ADDRESS, INCLUDING ZIP CODE, AND TELEPHONE
NUMBER, INCLUDING AREA CODE, OF AGENT FOR SERVICE)
------------------------
COPIES TO:
VINCENT PAGANO, JR., ESQ.
SIMPSON THACHER & BARTLETT
425 LEXINGTON AVENUE
NEW YORK, NEW YORK 10017-3909
APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO THE PUBLIC: FROM TIME
TO TIME AFTER THE EFFECTIVE DATE OF THIS REGISTRATION STATEMENT.
If the only securities being registered on this Form are being offered
pursuant to dividend or interest reinvestment plans, please check the following
box. [ ]
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, other than securities offered only in connection with dividend or interest
reinvestment plans, check the following box. [X]
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 number of the earlier effective registration
statement for the same offering. [ ]
- ------------------
If this Form is a post-effective amendment filed pursuant to Rule 462(c)
under the Securities Act, check the following box and list the Securities Act
registration statement number of the earlier effective registration statement
for the same offering. [ ]
- ------------------
If delivery of the prospectus is expected to be made pursuant to Rule 434,
please check the following box. [ ]
------------------------
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
- ------------------------------------------------------------------------------------------------------
- ------------------------------------------------------------------------------------------------------
PROPOSED MAXIMUM PROPOSED MAXIMUM AMOUNT OF
TITLE OF SHARES AMOUNT TO AGGREGATE PRICE AGGREGATE REGISTRATION
TO BE REGISTERED BE REGISTERED PER UNIT(1) OFFERING PRICE(1) FEE
- ------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Common Stock, par value
$.01........................ 261,438 $23.50 $6,143,793 $1,861.76
- ------------------------------------------------------------------------------------------------------
- ------------------------------------------------------------------------------------------------------
</TABLE>
(1) Estimated solely for the purpose of calculating the registration fee
pursuant to Rule 457(c) under the Securities Act of 1933, as amended, on the
basis of the average of the high and low prices of the Common Stock of Bowne
& Co., Inc. on the American Stock Exchange Composite Tape on December 17,
1996.
------------------------
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 OF 1933, AS AMENDED, OR UNTIL THE REGISTRATION STATEMENT SHALL
BECOME EFFECTIVE ON SUCH DATE AS THE COMMISSION, ACTING PURSUANT TO SAID SECTION
8(A), MAY DETERMINE.
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
<PAGE> 2
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.
SUBJECT TO COMPLETION, DATED DECEMBER 23, 1996
PROSPECTUS
BOWNE & CO., INC.
261,438 SHARES OF COMMON STOCK
$.01 PAR VALUE
------------------------
This Prospectus relates to an aggregate of 261,438 shares of Common Stock,
par value $.01 per share (the "Common Stock"), of Bowne & Co., Inc., a New York
corporation (the "Company"). All of the Common Stock offered hereby may be sold
from time to time by and for the account of the Selling Stockholders named in
this Prospectus (the "Selling Stockholders"). See "Selling Stockholders" herein.
The methods of sale of the Common Stock offered hereby are described under
the heading "Plan of Distribution." The Company will receive none of the
proceeds from such sales. The Company will pay all expenses (other than
underwriting and brokerage expenses, fees, discounts, and commissions, all of
which will be paid by the Selling Stockholders) incurred in connection with the
offering described in this Prospectus.
The Selling Stockholders and any broker-dealers that participate in the
distribution of the Common Stock offered hereby may be deemed to be
"underwriters" within the meaning of the Securities Act of 1933, as amended (the
"1933 Act"), and any commission or profit on the resale of shares received by
such broker-dealers may be deemed to be underwriting commissions and discounts
under the 1933 Act. Upon the Company's being notified by the Selling
Stockholders that any material arrangement has been entered into with a broker
or dealer for the sale of the shares through a secondary distribution, or a
purchase by a broker or dealer, a supplemented Prospectus will be filed, if
required, disclosing among other things the names of such brokers and dealers,
the number of shares involved, the price at which such shares are being sold and
the commissions paid or the discounts or concessions allowed to such
broker-dealers.
The Common Stock of the Company is listed on the American Stock Exchange
(Symbol: BNE). On December 20, 1996, the closing price of the Common Stock was
$25 1/4 per share.
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES AND
EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION NOR HAS THE SECURITIES
AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION PASSED UPON THE
ACCURACY OR ADEQUACY OF THIS PROSPECTUS. ANY REPRESENTATION TO THE
CONTRARY IS A CRIMINAL OFFENSE.
------------------------
THE DATE OF THIS PROSPECTUS IS , 1996.
<PAGE> 3
AVAILABLE INFORMATION
The Company is subject to the informational requirements of the Securities
Exchange Act of 1934, as amended (the "Exchange Act"), and in accordance
therewith files reports, proxy statements and other information with the
Securities and Exchange Commission (the "Commission"). Reports, proxy statements
and other information filed by the Company may be inspected and copied at the
public reference facilities maintained by the Commission, 450 Fifth Street,
N.W., Judiciary Plaza, Room 1024, Washington, D.C. 20549; and at regional
offices of the Commission at the Citicorp Center, 500 West Madison, Suite 1400,
Chicago, Illinois 60661 and at 7 World Trade Center, New York, New York 10048.
Copies of such material may be obtained by mail from the Public Reference
Section of the Commission at 450 Fifth Street, N.W., Washington, D.C. 20549, at
prescribed rates. Such material may also be inspected and copied at the offices
of the American Stock Exchange, 86 Trinity Place, New York, New York 10006-1881,
on which the Company's Common Stock is listed. In addition, the Commission
maintains a site on the World Wide Web portion of the Internet that contains
reports, proxy and information statements and other information regarding
registrants that file electronically with the Commission. The address of such
site is http://www.sec.gov.
As permitted by the rules and regulations of the Commission, this
Prospectus omits certain information contained in the Registration Statement on
Form S-3, as amended (the "Registration Statement"), of which this Prospectus is
a part. For further information with respect to the Company and the Common
Stock, reference is made to the Registration Statement and the exhibits thereto.
Statements made in this Prospectus as to the contents of any contract, agreement
or other document are not necessarily complete; and while the Company believes
the descriptions of the material provisions of such contracts, agreements and
other documents contained in this Prospectus are accurate summaries of such
material provisions, reference is made to such contract, agreement or other
document filed as an exhibit to the Registration Statement for a more complete
description of the matter involved, and each such statement is qualified in its
entirety by such reference.
INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
The Company hereby incorporates by reference in this Prospectus the
following documents previously filed with the Commission pursuant to the
Exchange Act: (i) Annual Report of the Company on Form 10-K for the fiscal year
ended October 31, 1995 and (ii) Quarterly Reports of the Company on Form 10-Q
for the fiscal quarters ended January 31, 1996, April 30, 1996, and July 31,
1996.
Each document filed by the Company pursuant to Section 13(a), 13(c), 14 or
15(d) of the Exchange Act subsequent to the date of this Prospectus and prior to
the termination of the offering of the Common Stock pursuant hereto shall be
deemed to be incorporated by reference in this Prospectus and to be a part of
this Prospectus from the date of filing of such document. Any statement
contained in this Prospectus or in a document incorporated or deemed to be
incorporated by reference in this Prospectus shall be deemed to be modified or
superseded for purposes of the Registration Statement and this Prospectus to the
extent that a statement contained in this Prospectus or in any subsequently
filed document that also is or is deemed to be incorporated by reference in this
Prospectus modifies or supersedes such statement. Any such statement so modified
or superseded shall not be deemed, except as so modified or superseded, to
constitute a part of the Registration Statement or this Prospectus.
The Company will provide without charge to each person to whom this
Prospectus is delivered, upon the written or oral request of any such person, a
copy of any or all of the documents that are incorporated by reference in this
Prospectus, other than exhibits to such documents (unless such exhibits are
specifically incorporated by reference into such documents). Requests should be
directed to Bowne & Co., Inc., Attn: Douglas F. Bauer, Corporate Secretary, 345
Hudson Street, New York, New York 10014, telephone (212) 924-5500.
2
<PAGE> 4
THE COMPANY
The Company was incorporated in the State of New York in 1968. The Company,
through its subsidiaries, is engaged in providing the timely and accurate
preparation and distribution of documentation related to corporate and
governmental financing, information management and compliance documentation
services throughout the United States and Canada and also in London, Paris,
Frankfurt, Hong Kong, Singapore, Jakarta and Mexico City, with affiliates
worldwide.
The Company's principal executive offices are located at 345 Hudson Street,
New York, New York 10014, and the Company's telephone number is (212) 924-5500.
USE OF PROCEEDS
The Company will not receive any of the proceeds from the sale of the
Common Stock offered by the Selling Stockholders.
SELLING STOCKHOLDERS
The Company's Common Stock to which this Prospectus relates is being
offered by the Selling Stockholders. On November 8, 1996, BI Acquisition Corp.
("BI"), a wholly owned subsidiary of the Company, was merged (the "Merger") with
and into IDOC, Inc. ("IDOC") pursuant to an Agreement and Plan of Merger dated
as of November 8, 1996 between the Company, BI, IDOC and the Selling
Stockholders (the "Merger Agreement"). An aggregate of 261,438 shares of Common
Stock offered hereby were issued to the Selling Stockholders in connection with
the Merger.
The following table states the number of shares of the outstanding Common
Stock of the Company owned by the Selling Stockholders as of December 5, 1996,
the number of such shares which may be sold for the account of the Selling
Stockholders, and the number of such shares that will be owned by the Selling
Stockholders assuming the sale of all the shares offered hereby.
<TABLE>
<CAPTION>
NUMBER OF
NUMBER OF SHARES
NUMBER OF SHARES SHARES OF OF COMMON STOCK
OF COMMON STOCK TO OWNED AFTER
SELLING STOCKHOLDER COMMON STOCK OWNED BE SOLD(1) SALE
- --------------------------------------------- ------------------ --------------- ---------------
<S> <C> <C> <C>
Claudio Pinkus............................... 86,155 86,155 0
Ruben Servi.................................. 86,155 86,155 0
Irving Feintech Family Investments........... 61,539 61,539 0
Irving Feintech Trust........................ 53,308 12,308 41,000
Alex McDonnell............................... 10,257 10,257 0
Software Logistics Corporation............... 5,024 5,024 0
</TABLE>
- ---------------
(1) 78,431 shares of the Company's Common Stock are being held in escrow on
behalf of the Selling Stockholders (except for Software Logistics
Corporation) and will not be released until at least January 31, 1999.
During the three years prior to the Company's acquisition of 80% of IDOC,
Ruben Servi was President, Chief Operating Officer, a Director and a stockholder
of IDOC; Claudio Pinkus was Secretary, a Director and a stockholder of IDOC; and
Alex McDonnell was Chief Executive Officer, a Director and a stockholder of
IDOC. None of the Selling Stockholders was an employee or benefactor of the
Company prior to the Merger. Ruben Servi is currently President and Chief
Operating Officer and Claudio Pinkus is currently Chief Executive Officer and
Secretary of IDOC, an 80%-owned subsidiary of the Company.
3
<PAGE> 5
DESCRIPTION OF COMMON STOCK
The Company is authorized to issue two classes of capital stock: Common
Stock, par value one cent ($.01) per share, of which 60,000,000 shares are
authorized; and Preferred Stock issuable in series, par value one cent ($.01)
per share (herein referred to as the "Preferred Stock"), of which 1,000,000
shares are authorized. On November 7, 1996, 17,686,621 shares of Common Stock
were issued and outstanding and no shares of Preferred Stock were issued or
outstanding. The following is a brief summary of the provisions of the Common
Stock and certain information relative to the Preferred Stock.
DIVIDENDS; VOTING RIGHTS; ELECTION OF DIRECTORS
Dividends may be paid on the Common Stock at the discretion of the Board of
Directors of the Company out of any funds of the Company legally available
therefor after provision for dividends payable on the Preferred Stock, if any,
as the Board of Directors may fix. Each holder of Common Stock is entitled to
one vote for every share of Common Stock outstanding in his name on the stock
register of the Company. The Board of Directors of the Company, which is elected
by the stockholders, is divided into three classes, with each class being as
nearly equal in number as possible and with the three classes being elected in
successive years. Each director is elected to serve for a term of three years or
until his successor is elected and qualifies. Each class currently consists of
three directors. The holders of Common Stock have non-cumulative voting rights,
which means that, until any series of Preferred Stock is issued, the holders of
more than 50% of the stock voting for the election of directors can over a
period of three years elect all of the directors if they choose to do so and, in
such event, the holders of the less than 50% of the stock remaining will not be
able to elect any person or persons as directors.
LIQUIDATION RIGHTS
Upon any distribution of the assets of the Company, the holders of the
Common Stock are entitled to distribution of all assets of the Company remaining
after the holders of each series of the Preferred Stock have been paid the
preference or redemption price for their shares, if any, fixed by the Board of
Directors of the Company at the time of the issuance of such series of Preferred
Stock.
OTHER PROVISIONS
No shares of the Common Stock of the Company are liable to any further
calls or assessment or to any sinking fund provisions, preemptive rights,
conversion rights or redemption provisions.
PREFERRED STOCK
The Board of Directors of the Company is authorized, without further action
by the stockholders, to designate the terms, limitations, relative rights and
preferences of, and to issue, series of Preferred Stock. Such series may be
superior to the Common Stock as to dividends, distributions of assets (upon
liquidation or otherwise), voting rights and sinking fund provisions, and may be
convertible into shares of any other series or class of stock, including the
Common Stock of the Company, if the Board of Directors so determines. No shares
of Preferred Stock will be entitled to any preemptive rights.
TRANSFER AGENT AND REGISTRAR
The Transfer Agent and Registrar for the Common Stock is The Bank of New
York.
4
<PAGE> 6
PLAN OF DISTRIBUTION
The Company has been advised that the distribution of the Common Stock by
the Selling Stockholders may be effected from time to time in one or more
transactions (which may involve block transactions) (i) on the American Stock
Exchange or such other national security exchanges on which the Company's Common
Stock are listed, in transactions that may include special offerings and
exchange distributions pursuant to and in accordance with the rules of such
exchanges, (ii) in the over-the-counter market, or (iii) in transactions
otherwise than on such exchanges or in the over-the-counter market, or in a
combination of any such transactions. Such transactions may be effected by the
Selling Stockholders at market prices prevailing at the time of sale, at prices
related to such prevailing market prices, at negotiated prices or at fixed
prices. The Selling Stockholders may effect such transactions by selling the
Common Stock to or through broker-dealers and such broker-dealers will receive
compensation in the form of discounts or commissions from the Selling
Stockholders and may receive commissions from the purchasers of the Common Stock
for whom they may act as agent (which discounts or commissions from the Selling
Stockholders or such purchasers will not exceed those customary in the type of
transactions involved).
Any broker-dealers that participate with the Selling Stockholders in the
distribution of the Common Stock, may be deemed to be "underwriters" within the
meaning of the 1933 Act, and any commissions or discounts received by such
broker-dealers and any profit on the resale of the Common Stock by such broker-
dealers might be deemed to be underwriting discounts and commissions under such
act.
Upon the Company's being notified by the Selling Stockholders that any
material arrangement has been entered into with a broker or dealer for the sale
of the Common Stock through a secondary distribution, or a purchase by a broker
or dealer, a supplemented Prospectus will be filed, if required, pursuant to
Rule 424(b) under the 1933 Act, disclosing (a) the names of such broker-dealers,
(b) the number of shares involved, (c) the price at which such shares are being
sold, (d) the commission paid or the discounts or concessions allowed to such
broker-dealers, (e) where applicable, that such broker-dealers did not conduct
any investigation to verify the information set out or incorporated by reference
in this Prospectus, as supplemented, and (f) other facts material to the
transaction.
LEGAL MATTERS
Certain legal matters in connection with the Common Stock covered by this
Prospectus are being passed upon by Simpson Thacher & Bartlett (a partnership
which includes professional corporations), New York, New York.
EXPERTS
The consolidated financial statements of the Company appearing in the
Company's Annual Report (Form 10-K) for the year ended October 31, 1995, have
been audited by Ernst & Young LLP, independent auditors, as set forth in their
report thereon included therein and incorporated herein by reference. Such
consolidated financial statements are incorporated herein by reference in
reliance upon such grant upon the authority of such firm as experts in
accounting and auditing.
5
<PAGE> 7
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
ITEM 14. OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION.
The estimated expenses payable by the Company in connection with the
offering described in this Registration Statement are as follows:
<TABLE>
<S> <C>
Registration Fee................................................ $1,861.76
Legal fees and expenses......................................... 5,000.00
Accounting fees and expenses.................................... 1,000.00
Printing and duplicating expenses............................... 500.00
Miscellaneous expenses.......................................... 638.24
-------
Total......................................................... $9,000.00
=======
</TABLE>
ITEM 15. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
Section 1 of Article X of the Company's By-Laws, as amended, provides that
the Company shall indemnify all persons whom it shall have power to indemnify
from and against all expenses, liabilities or other matters to the fullest
extent permitted by Sections 721 through 726 of the New York Business
Corporation Law as from time to time amended. Sections 721 through 726 of the
New York Business Corporation Law set forth the extent to which officers or
directors of the Company may be indemnified against any liabilities which they
may incur in their capacity as such.
Article Eighth of the Company's Certificate of Incorporation, as amended,
furthermore, provides that no director of the Company is personally liable to
the Company or its stockholders for damages for any breach of duty as a director
unless a judgment or other final adjudication adverse to him establishes that
his acts or omissions involved bad faith, intentional misconduct, a knowing
violation of law or certain expressly prohibited acts, or that he personally
gained a financial profit or other advantage to which he was not legally
entitled.
The Company also has liability insurance policies in effect which cover
certain claims against any officer or director of the Company by reason of
certain breaches of duty, neglect, errors, or omissions committed by such person
in his capacity as an officer or director.
ITEM 16. EXHIBITS.
<TABLE>
<C> <S> <C>
5.1 -- Opinion of Simpson Thacher & Bartlett as to the validity of issuance of the
Common Stock
23.1 -- Consent of Ernst & Young LLP
23.2 -- Consent of Simpson Thacher & Bartlett (included in Exhibit 5.1)
24.0 -- Powers of Attorney (included on page II-3 hereof).
</TABLE>
II-1
<PAGE> 8
ITEM 17. UNDERTAKINGS.
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, as amended (the "Securities Act");
(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. Notwithstanding the foregoing, any increase or
decrease in the volume of securities offered (if the total dollar value of
securities offered would not exceed that which was registered) and any
deviation from the low or high and of the estimated maximum offering range
may be reflected on the form of prospectus filed with the Commission
pursuant to Rule 424(b) if, in the aggregate, the changes in volume and
price represent no more than 20 percent change in the maximum aggregate
offering price set forth in the "Calculation of Registration Fee" table in
the effective 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 paragraph (1)(i) and (1)(ii) above do not apply if
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, as amended
(the "Exchange Act") that are incorporated by reference in the registration
statement.
(2) That, for the purpose of determining any liability under the Securities
Act, 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.
The undersigned registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act, each filing of the
registrant's annual report pursuant to Section 13(a) or Section 15(d) of the
Exchange Act (and, where applicable, each filing of an employee benefit plan's
annual report pursuant to section 15(d) of the Exchange Act) 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.
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 set forth in response to Item 15, 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 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.
II-2
<PAGE> 9
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as amended, the
registrant certifies that it has reasonable grounds to believe that it meets all
of the requirements for filing on Form S-3 and has duly caused this Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized in the City of New York, State of New York, on November 21, 1996.
BOWNE & CO., INC.
By: /s/ ROBERT M. JOHNSON
------------------------------------
Robert M. Johnson
Chairman of the Board
and Chief Executive Officer
POWER OF ATTORNEY
Each person whose signature appears below authorizes Robert M. Johnson and
Denise K. Fletcher, or any of them, to execute in the name of each such person
who is then an officer or director of Bowne & Co., Inc. (each a "Registrant")
and to file a Registration Statement on Form S-3 relating to the Common Stock,
and any amendments thereto (and any additional Registration Statement related
thereto permitted by Rule 462(b) promulgated under the Securities Act of 1933
(and all further amendments including post-effective amendments thereto))
necessary or advisable to enable the Registrant to comply with the Securities
Act of 1933, as amended, and any rules, regulations and requirements of the
Securities and Exchange Commission, in respect thereof, in connection with the
registration of the securities which are the subject of such Registration
Statement, which amendments may make such changes in such Registration Statement
as such attorney may deem appropriate.
Pursuant to the requirements of the Securities Act of 1933, as amended,
this Registration Statement has been signed by the following persons in the
capacities and on the dates indicated.
<TABLE>
<CAPTION>
NAME TITLE DATE
- ----------------------------------------------- ------------------------- ------------------
<S> <C> <C>
/s/ ROBERT M. JOHNSON Chairman of the Board and November 21, 1996
- ----------------------------------------------- Chief Executive Officer
(ROBERT M. JOHNSON)
/s/ DENISE K. FLETCHER Chief Financial Officer November 21, 1996
- ----------------------------------------------- (Principal Financial and
(DENISE K. FLETCHER) Accounting Officer)
/s/ JAMES P. O'NEIL President, Chief November 21, 1996
- ----------------------------------------------- Operating
(JAMES P. O'NEIL) Officer and Director
/s/ ROBERT M. CONWAY Director November 21, 1996
- -----------------------------------------------
(ROBERT M. CONWAY)
/s/ EDWARD H. MEYER Director November 21, 1996
- -----------------------------------------------
(EDWARD H. MEYER)
/s/ H. MARSHALL SCHWARZ Director November 21, 1996
- -----------------------------------------------
(H. MARSHALL SCHWARZ)
</TABLE>
II-3
<PAGE> 10
<TABLE>
<CAPTION>
NAME TITLE DATE
- ----------------------------------------------- ------------------------- ------------------
<S> <C> <C>
/s/ WENDELL M. SMITH Director November 21, 1996
- -----------------------------------------------
(WENDELL M. SMITH)
/s/ THOMAS O. STANLEY Director November 21, 1996
- -----------------------------------------------
(THOMAS O. STANLEY)
/s/ BEVERLY B. WADSWORTH Director November 21, 1996
- -----------------------------------------------
(BEVERLEY B. WADSWORTH)
/s/ RICHARD R. WEST Director November 21, 1996
- -----------------------------------------------
(RICHARD R. WEST)
</TABLE>
II-4
<PAGE> 11
INDEX TO EXHIBITS
<TABLE>
<CAPTION>
SEQUENTIALLY
EXHIBIT NUMBERED
NUMBER DESCRIPTION OF EXHIBITS PAGES
------ -------------------------------------------------------------------- ------------
<C> <S> <C> <C>
5.1 -- Opinion of Simpson Thacher & Bartlett as to the validity of issuance
of the Common Stock
23.1 -- Consent of Ernst & Young LLP
23.2 -- Consent of Simpson Thacher & Bartlett (included in Exhibit 5.1)
24.0 -- Powers of Attorney (included on page II-3 hereof).
</TABLE>
<PAGE> 1
EXHIBIT 5.1
[LETTERHEAD OF SIMPSON THACHER & BARTLETT]
December 23, 1996
Bowne & Co., Inc.
345 Hudson Street
New York, New York 10014
Ladies and Gentlemen:
We have acted as your counsel in connection with the Registration Statement
on Form S-3 (the "Registration Statement") of Bowne & Co., Inc., a New York
corporation (the "Company"), which the Company intends to file with the
Securities and Exchange Commission under the Securities Act of 1933, as amended
(the "Act"), relating, among other things, 261,438 shares of the Company's
common stock, par value of $.01 per share (the "Shares"), issued pursuant to an
Agreement and Plan of Merger dated as of November 8, 1996 among the Company, BI
Acquisition Corp., IDOC, Inc., Claudio Pinkus, Ruben Servi, Irving Feintech
Family Investments, Irving Feintech, as trustee of the Irving Feintech Trust,
Alex McDonnell and Software Logistics Corporation.
We have examined a copy of the Registration Statement (including the
exhibits thereto) and originals or copies, certified or otherwise identified to
our satisfaction, of such corporate records, documents or other instruments of
the Company and have made such other and further investigations as we deemed
necessary to enable us to express the opinions hereinafter set forth.
In such examination, we have assumed the genuineness of all signatures, the
legal capacity of natural persons, the authenticity of all documents submitted
to us as originals, the conformity to original documents of all documents
submitted to us as photostatic copies, and the authenticity of the originals of
such letter documents.
Based upon the foregoing, and subject to the qualifications and limitations
stated herein, we are of the opinion that the Shares have been duly authorized
by the Company and are validly issued, fully paid and nonassessable.
We are members of the Bar of the State of New York, and we do not express
any opinion herein concerning any law other than the law of the State of New
York and the federal law of the United States of America.
We hereby consent to the filing of this opinion as an exhibit to the
Registration Statement.
Very truly yours,
SIMPSON THACHER & BARTLETT
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EXHIBIT 23.1
CONSENT OF INDEPENDENT ACCOUNTANTS
We consent to the reference to our firm under the Caption "Experts" in the
Registration Statement (Form S-3, No. 333- ) and related Prospectus of
Bowne & Co., Inc. for the registration of 261,438 shares of its common stock and
to the incorporation by reference therein of our report dated December 11, 1995,
with respect to the consolidated financial statements of Bowne & Co., Inc.
included in its Annual Report (Form 10-K) for the year ended October 31, 1995,
filed with the Securities and Exchange Commission.
Ernst & Young LLP,
New York, New York
December 20, 1996
