<PAGE> 1
As filed with the Securities and Exchange Commission on November 27, 1996
Registration No. 333-1340
===============================================================================
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
--------------------
POST-EFFECTIVE AMENDMENT NO. 3
ON FORM S-3
TO
REGISTRATION STATEMENT
ON FORM S-1
UNDER
THE SECURITIES ACT OF 1933
--------------------
DATA DOCUMENTS INCORPORATED
(Exact Name of Registrant as Specified in Its Charter)
<TABLE>
<S> <C> <C>
DELAWARE 2761 47-0714942
(State or Other Jurisdiction of (Primary Standard Industrial (I.R.S. Employer
Incorporation or Organization) Classification Code Number) Identification No.)
------------------
</TABLE>
4205 SOUTH 96TH STREET
OMAHA, NEBRASKA 68127
(402) 339-0900
(Address, Including Zip Code, and Telephone Number, Including Area Code, of
Registrant's Principal Executive Offices)
--------------------
WALTER J. KEARNS
PRESIDENT AND CHIEF EXECUTIVE OFFICER
DATA DOCUMENTS INCORPORATED
4205 SOUTH 96TH STREET
OMAHA, NEBRASKA 68127
(402) 339-0900
(Name, Address, Including Zip Code, and Telephone Number, Including Area Code,
of Agent for Service)
--------------------
WITH COPIES TO:
KENNETH M. DORAN, ESQ.
GIBSON, DUNN & CRUTCHER LLP
333 SOUTH GRAND AVENUE
LOS ANGELES, CALIFORNIA 90071
(213) 229-7000
--------------------
APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO THE PUBLIC: As
soon as practicable after this Registration Statement becomes effective.
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, 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 for the same offering. [ ]
If this Form is a post-effective amendment filed pursuant to Rule
462(c) under the Securities Act, check the following box and list the
Securities Act registration statement number of the earlier effective
registration statement for the same offering. [ ]
If delivery of the prospectus is expected to be made pursuant to Rule
434, please check the following box. [ ]
===============================================================================
<PAGE> 2
1,280,455 SHARES
PROSPECTUS
DATA DOCUMENTS INCORPORATED
COMMON STOCK
This Prospectus covers 1,280,455 shares of common stock, par value
$0.001 per share (the "Common Stock"), of Data Documents Incorporated, a
Delaware corporation (the "Company"), to be issued upon exercise of 1,280,455
Warrants (the "Warrants"). Each Warrant entitles the holder to purchase one
share of Common Stock at an average exercise price of approximately $.002 per
share.
The Company's Common Stock presently is traded on The Nasdaq National
Market under the symbol "DDII." On November 25, 1996, the closing sale price
of the Common Stock was $10.75 per share.
_______________
SEE "RISK FACTORS" BEGINNING ON PAGE 3 HEREIN FOR A DISCUSSION OF
CERTAIN MATTERS THAT SHOULD BE CONSIDERED BY POTENTIAL INVESTORS.
_______________
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES AND
EXCHANGE COMMISSION NOR HAS THE COMMISSION PASSED UPON THE
ACCURACY OR ADEQUACY OF THIS PROSPECTUS. ANY REPRESENTATION
TO THE CONTRARY IS A CRIMINAL OFFENSE.
The exercise price of the Warrants was determined by negotiations
between the Company and Jefferies & Company, Inc., the Underwriter in the
Company's public offering of Units (with each Unit consisting of $1,000
aggregate principal amount of 13-1/2% Senior Secured Notes of Data Documents,
Inc. due 2002 (the "Senior Notes") and a Warrant), which occurred in November
1994, and was not intended to bear any relationship to any objective criteria
of value. In no event should such exercise price be regarded as an indicator
of any future market price of the Company's securities.
<TABLE>
<CAPTION>
=================================================================================================
Underwriting Discounts Proceeds to
Price to Public and Commissions Company (1)
- -------------------------------------------------------------------------------------------------
<S> <C> <C> <C>
Per share . . . . . $.002 --- $.002
Total . . . . . . . $2,561 --- $2,561
=================================================================================================
</TABLE>
(1) Before deducting expenses payable by the Company estimated to be
approximately $30,000.
THE DATE OF THIS PROSPECTUS IS NOVEMBER ___, 1996.
<PAGE> 3
NO DEALER, SALESMAN OR OTHER PERSON IS AUTHORIZED TO GIVE ANY
INFORMATION OR TO MAKE ANY REPRESENTATION NOT CONTAINED IN THIS PROSPECTUS AND
ANY INFORMATION OR REPRESENTATION NOT CONTAINED HEREIN MUST NOT BE RELIED UPON
AS HAVING BEEN AUTHORIZED BY THE COMPANY. THIS PROSPECTUS DOES NOT CONSTITUTE
AN OFFER OF ANY SECURITIES OTHER THAN THE REGISTERED SECURITIES TO WHICH IT
RELATES OR AN OFFER TO ANY PERSON IN ANY JURISDICTION WHERE SUCH OFFER WOULD BE
UNLAWFUL. NEITHER THE DELIVERY OF THIS PROSPECTUS NOR ANY SALES MADE HEREUNDER
SHALL, UNDER ANY CIRCUMSTANCES, CREATE ANY IMPLICATION THAT THE INFORMATION
HEREIN IS CORRECT AS OF ANY TIME SUBSEQUENT TO THE DATE HEREOF OR THAT THERE
HAS BEEN NO CHANGE IN THE AFFAIRS OF THE COMPANY SINCE SUCH DATE.
AVAILABLE INFORMATION
The Company has filed with the Securities and Exchange Commission (the
"Commission") a registration statement (the "Registration Statement") under the
Securities Act of 1933, as amended (the "Securities Act"), with respect to the
Common Stock issuable upon exercise of the Warrants. This Prospectus, which
constitutes a part of the Registration Statement, does not contain all of the
information set forth in the Registration Statement, certain items of which are
omitted as permitted by the rules and regulations of the Commission.
Statements made in this Prospectus as to the contents of any agreement or other
document referred to herein are not necessarily complete, and reference is made
to the copy of such agreement or other document filed as an exhibit or schedule
to the Registration Statement and each such statement shall be deemed qualified
in its entirety by such reference. For further information, reference is made
to the Registration Statement and to the exhibits and schedules filed
therewith, which are available for inspection without charge at the public
reference facilities maintained by the Commission at Room 1024, 450 Fifth
Street, N.W., Washington, D.C. 20549. Copies of the material containing this
information may be obtained from the Commission upon payment of the prescribed
fees.
The Company is subject to the periodic reporting and other information
requirements of the Securities Exchange Act of 1934, as amended. Such reports
and other information may be inspected and copied at the public reference
facilities maintained by the Commission at Room 1024, 450 Fifth Street, N.W.,
Washington, D.C. 20549, and at the Commission's regional offices located at 500
West Madison Street, Suite 1400, Chicago, Illinois 60661, and 7 World Trade
Center, 13th Floor, New York, New York 10048. Copies of such material may be
obtained by mail from the Public Reference Branch of the Commission at 450
Fifth Street, N.W., Washington, D.C. 20549, at prescribed rates. The
Commission maintains a World Wide Web site at http://www.sec.gov that contains
reports, proxy and information statements and other information regarding
registrants that file electronically with the Commission.
The Company's Common Stock is presently traded on The Nasdaq Stock
Market under the symbol "DDII," and reports and information concerning the
Company can be inspected at such exchange, 1735 K Street, N.W., Washington,
D.C. 20006-1500.
INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
The following documents heretofore filed by the Company with the
Commission under the Exchange Act are hereby incorporation by reference:
(i) The Company's Annual Report on Form 10-K for the year
ended December 31, 1995;
(ii) The Company's Quarterly Reports on Form 10-Q for the
quarters ended March 31, 1996, June 30, 1996 and
September 30, 1996; and
(iii) The description of the Company's Common Stock
included in the Company's Registration Statement on
Form 8-A, dated August 23, 1995.
All documents 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 Shares shall be deemed to be
incorporated in this Prospectus and to be a part hereof from the date of filing
of such documents.
Any statement contained in a document incorporated or deemed to be
incorporated by reference herein shall be deemed to be modified or superseded
for purposes of this Prospectus to the extent that a statement contained herein
or in any other subsequently filed document which also is or is deemed to be
incorporated by reference herein modifies or
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<PAGE> 4
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
this Prospectus.
The Company will provide without charge to each person to whom a copy
of this Prospectus is delivered, upon the written or oral request of any such
person, a copy of any or all of the documents incorporated herein by reference
(not including the exhibits to such exhibits, unless such exhibits are
specifically incorporated by reference in such documents). Requests for such
copies should be directed to: Data Documents Incorporated, 4205 South 96th
Street, Omaha, Nebraska 68127, Attention: Joseph C. Addison, Chief Financial
Officer. Telephone requests may be directed to (402) 339-0900.
RISK FACTORS
Prospective investors should carefully consider the specific factors
set forth below as well as the other information included in this Prospectus
before deciding to invest in the Common Stock offered hereby.
EFFECT OF CHANGES IN THE BUSINESS FORMS INDUSTRY; ACCEPTANCE OF NEW PRODUCTS
Historically, the business forms industry has been affected by the
price of paper, general economic conditions and changes in end-user
requirements. Paper prices represent a substantial portion of the cost of
producing business forms. During the period from May 1989 to January 1992,
paper prices decreased 33% and the Company passed on these reductions to its
customers, which resulted in a period of declining revenues. During the last
half of 1994, paper prices increased rapidly and, in December 1994, reached May
1989 levels. Through 1995, prices paid by the Company for paper rose steadily.
As in the past, these paper price increases were passed on to customers. There
can be no assurance that the Company will be able to pass on all or a portion
of any future increases to its customers. In addition, any cyclical downturns
in the economy could have an adverse impact on both the Company and the
industry. In the first three quarters of 1996, the Company has experienced
declines in paper prices. Such declines, if passed on to the Company's
customers, could negatively affect the Company's revenues.
Furthermore, over the last several years, the forms industry has
undergone a transition as a result of end-users' conversion from impact to
laser printing technology, which has led to decreased or shifting demand for
many products, such as stock and certain custom continuous forms and multi-part
forms, while other forms and forms-related products, such as pressure-sensitive
labels and forms for laser printers, have experienced growth. During this
period, there has also been a trend among large corporate users of the
Company's products towards outsourcing non-core operations such as forms
management. The Company has developed its Odyssey system partially in response
to these trends. While the Company has signed agreements with 29 customers and
is in various stages of installation, there can be no assurances that the
introduction of the Odyssey system will prove successful or that the system
will be adopted by existing or new customers.
The foregoing factors have caused and may continue to cause the
Company to experience period-to-period changes in net sales and operating
income. Specifically, the convergence of falling paper prices and the
reduction in paper content of business forms along with the recession of
1990-1992 adversely affected the business forms industry in a number of ways,
including by increasing price competition. In 1992, this led to reduced
operating income for the Company and a net loss. No assurance can be given as
to the effect of a continuation of, or change in, these trends and business
cycles on the Company's business or results of operations. In addition, any
delay or inability by the Company to respond to changing market trends could
adversely affect the Company's results of operations or financial condition.
Finally, electronic forms and electronic data interchange technologies
have recently been introduced to the market, and, while this technology
currently represents a very small portion of the market for business form
products, no assurance can be given as to the potential impact of such emerging
technologies on the business forms industry as a whole.
COMPETITIVE INDUSTRY
The business forms, pressure-sensitive label and direct mail
industries are highly competitive. The Company competes with both national and
regional manufacturers based on several factors, including price, quality of
service,
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<PAGE> 5
turnaround time and other factors. Many of the Company's competitors are
larger than the Company and have greater financial and other resources.
ACQUISITION OF CAL EMBLEM
In August 1995, the Company completed its acquisition of the capital
stock of Cal Emblem, a privately held pressure-sensitive label company. While
the Company has moved quickly to accomplish a combination of the businesses,
the consolidation of the Cal Emblem operations into the operations of the
Company will require management time and could result in diversion of
management resources from other important matters. No assurances can be given
regarding the ultimate success of the integration of the two companies.
SIGNIFICANT LEVERAGE AND DEBT SERVICE
As a result of the 1988 Management Acquisition and the November 1994
offering of the Senior Notes, the Company is highly leveraged. At December 31,
1995, the Company had total consolidated debt of approximately $66.4 million
(after the redemption of the $24 million in aggregate principal amount of the
Senior Notes with the proceeds of the Offering). This leverage may
significantly limit the Company's ability to withstand competitive pressure or
adverse economic conditions, make acquisitions or take advantage of business
opportunities.
The Company's ability to meet its debt service obligations and to
comply with the financial terms of its outstanding Senior Notes and its working
capital revolving credit facility will be dependent upon its future
performance, which, in turn, will be subject to general economic conditions and
to financial, business, competitive and other factors affecting the operations
of the Company, many of which are beyond its control. If the Company is unable
to generate sufficient cash flow from operations in the future to service its
debt, it may be required to refinance all or a portion of such debt, including
the Senior Notes that remain outstanding after the Offering, or to obtain
additional financing. However, there can be no assurance that any refinancing
would be possible or that any additional financing could be obtained.
FLUCTUATIONS IN QUARTERLY RESULTS
The Company's results of operations may fluctuate between quarterly
periods due to the effect of possible future acquisitions, the number of
shipping days in the quarter, the timing of significant contracts, changes in
raw material prices and other factors, many of which may be beyond the control
of the Company. Such variability in the Company's results of operations could
cause the Company's stock price to fluctuate following the release of interim
results of operations or other information and may have a material adverse
effect on the Company and its stock price.
DEPENDENCE ON KEY PERSONNEL
The Company's continued success will depend upon its ability to retain
a core group of key officers and employees. The loss of certain key employees
or the Company's inability to attract and retain other qualified employees
could have an adverse impact on the Company's business. The Company does not
maintain key man life insurance on any of its key employees.
CONTROL OF THE COMPANY
The Company is controlled by members of the Company's management and
certain stockholders who hold in the aggregate approximately 44% of the
outstanding Common Stock (without regard to the exercise of outstanding options
and Warrants).
POSSIBLE VOLATILITY OF STOCK PRICE
The stock market has from time to time experienced extreme price and
volume fluctuations which often have been unrelated to the operating
performance of particular companies. Announcements of new products or accounts
by the Company or its competitors, changes in earnings estimates by analysts
and economic and other external factors, as well as period-to-period
fluctuations in financial results of the Company, may have a significant impact
on the market price and marketability of the Common Stock. Fluctuations or
decreases in the trading price of the Common Stock may
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<PAGE> 6
adversely affect the liquidity of the trading market for the Common Stock and
the Company's ability to raise capital through future equity financing.
ABSENCE OF DIVIDENDS
The Company has not paid any dividends on its Common Stock and does
not anticipate paying any dividends on such stock in the foreseeable future.
In addition, the Company's current bank credit line prohibits the payment of
dividends.
EFFECT OF SHARE PRICE OF SHARES ELIGIBLE FOR FUTURE SALE
Approximately 4,100,000 outstanding shares of Common Stock are
"restricted securities" within the meaning of Rule 144 ("Rule 144") promulgated
under the Securities Act and may not be sold in the absence of registration
under the Securities Act unless an exemption from registration is available.
However, substantially all of these shares became eligible for sale pursuant to
Rule 144 beginning 90 days after the completion of the Offering, subject to the
volume and manner of sale limitations of Rule 144. Furthermore, certain of the
Company's current stockholders and the holders of the Company's outstanding
Warrants have been granted certain "piggyback" registration rights with respect
to the shares of Common Stock owned by them or to be issued to them.
No predictions can be made as to the effect, if any, that public sales
of shares or the availability of shares for sale will have on the market price
prevailing from time to time. Nevertheless, sales of substantial amounts of
the Common Stock in the public market, particularly by directors and officers
of the Company, or the perception that such sales could occur, could have an
adverse impact on the market price of the Common Stock.
ANTI-TAKEOVER PROVISIONS
The Company's Certificate of Incorporation and Bylaws and the Delaware
General Corporation Law include provisions that may have the effect of
discouraging persons from pursuing a non-negotiated takeover of the Company and
preventing certain changes of control.
THE COMPANY
The Company is a leading designer and provider of custom business
forms, pressure-sensitive label products and forms management systems that
enable its large corporate customers to enhance productivity and reduce costs
associated with managing information. A substantial portion of the Company's
forms sales are made in connection with its proprietary forms management
systems. In addition, the Company supplies specialized direct mail products
and services and sells other computer services and products, including laser
printer supplies and software packages.
The Company was organized by management and an investor group in
Delaware in February 1988 to acquire Data Documents, Inc. ("DDI") from Pitney
Bowes, Inc. (the "1988 Management Acquisition"). The Company has no operations
and no assets other than 100% of the outstanding Common Stock of DDI and DDI's
wholly owned subsidiaries, Cal Emblem and PBF Washington, Inc. The executive
offices of the Company and DDI are located at 4205 South 96th Street, Omaha,
Nebraska 68127 and their phone number is (402) 339-0900.
USE OF PROCEEDS
If all of the Warrants were exercised, the Company would receive gross
proceeds of approximately $2,561. There can be no assurance that any of these
Warrants will be exercised. The Company will use any proceeds received from
the exercise of these Warrants for working capital and general corporate
purposes.
PLAN OF DISTRIBUTION
The Common Stock covered by this Prospectus will be sold from time to
time by the Company upon conversion of the Warrants.
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<PAGE> 7
LEGAL MATTERS
The validity of the issuance of the shares of Common Stock issuable
upon exercise of the Warrants will be passed upon for the Company by Gibson,
Dunn & Crutcher LLP, Los Angeles, California.
EXPERTS
The financial statements and the related financial statement schedules
incorporated by reference from the Company's Annual Report on Form 10-K for the
year ended December 31, 1995 have been audited by Deloitte & Touche LLP,
independent auditors, as stated in their report, which is incorporated herein
by reference, and have been so incorporated in reliance upon the report of such
firm given upon their authority as experts in accounting and auditing.
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<PAGE> 8
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
ITEM 14. OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION.
The estimated expenses in connection with the offering are as follows:
<TABLE>
<CAPTION>
EXPENSES AMOUNT
-------- ------
<S> <C>
Registration Fee . . . . . . . . . . . . $ 100
Legal Fees and Expenses . . . . . . . . . 19,000
Accounting Fees and Expenses . . . . . . 5,000
Blue Sky Fees and Expenses . . . . . . . 5,000
Miscellaneous Expenses . . . . . . . . . 900
TOTAL . . . . . . . . . . . . . $30,000
=======
</TABLE>
ITEM 15. INDEMNIFICATION OF OFFICERS AND DIRECTORS.
Section 145 of the Delaware General Corporation Law (the "DGCL") makes
provision for the indemnification of officers and directors in terms
sufficiently broad to indemnify officers and directors of the Company under
certain circumstances from liabilities (including reimbursement for expenses
incurred) arising under the Securities Act. The Company's Charter and Bylaws
and the indemnification agreements between the Company and its officers and
directors provide, in effect, that, to the fullest extent and under the
circumstances permitted by Section 145 of the DGCL, the Company will 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 a
director or officer of the Company or is or was serving at the request of the
Company as a director or officer of another corporation or enterprise. The
Company may, in its discretion, similarly indemnify its employees and agents.
The Charter relieves its directors from monetary damages to the Company or its
stockholders for breach of such director's fiduciary duty as directors to the
fullest extent permitted by the DGCL. Under Section 102(b)(7) of the DGCL, a
corporation may relieve its directors from personal liability to such
corporation or its stockholders for monetary damages for any breach of their
fiduciary duty as directors except (i) for a breach of the duty of loyalty,
(ii) for failure to act in good faith, (iii) for intentional misconduct or
knowing violation of law, (iv) for willful or negligent violation of certain
provisions in the DGCL imposing certain requirements with respect to stock
repurchases, redemption and dividends or (v) for any transactions from which
the director derived an improper personal benefit. Depending upon the
character of the proceeding, under Delaware law, the Company may indemnify
against expenses (including attorneys' fees), judgments, fines and amounts paid
in settlement actually and reasonably incurred in connection with any action,
suit or proceeding if the person indemnified acted in good faith and in a
manner he or she reasonably believed to be in or not opposed to the best
interest of the Company, and, with respect to any criminal action or
proceeding, had no cause to believe his or her conduct was unlawful. To the
extent that a director or officer of the Company has been successful in the
defense of any action, suit or proceeding referred to above, the Company will
be obligated to indemnify him or her against expenses (including attorneys'
fees) actually and reasonably incurred in connection therewith.
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ITEM 16. EXHIBITS.
<TABLE>
<CAPTION>
EXHIBIT
NUMBER DESCRIPTION OF EXHIBIT
------ ----------------------
<S> <C>
3.1 Certificate of Incorporation of the Company (previously filed as Exhibit 3.3 to the Company's Registration
Statement on Form S-1 (Registration No. 33-82700) and incorporated herein by this reference).
3.2 Bylaws of the Company (previously filed as Exhibit 3.4 to the Company's Registration Statement on Form S-1
(Registration No. 33-82700) and incorporated herein by this reference).
3.3 Certificate of Amendment to Certificate of Incorporation of the Company, filed November 23, 1994
(previously filed as Exhibit 3.3 to the Company's Registration Statement on Form S-1 (Registration
No. 33-95804) and incorporated herein by this reference).
3.4 Certificate of Amendment to Certificate of Incorporation of the Company, filed August 31, 1995 (previously
filed as Exhibit 3.4 to the Company's Registration Statement on Form S-1 (Registration No. 33-95804) and
incorporated herein by this reference).
3.5 Certificate of Amendment to Certificate of Incorporation of the Company, filed October 3, 1995 (previously
filed as Exhibit 3.5 to the Company's Registration Statement on Form S-1 (Registration No. 333-1340) and
incorporated herein by this reference).
4.1 Specimen certificate of Common Stock (previously filed as Exhibit 4.1 to the Company's Registration
Statement on Form S-1 (Registration No. 33-95804) and incorporated herein by this reference).
5.1 Opinion and consent of Gibson, Dunn & Crutcher LLP (previously filed as Exhibit 5.1 to the Company's
Registration Statement on Form S-1 (Registration No. 333-1340) and incorporated herein by this
reference).
*23.1 Consent of Deloitte & Touche LLP.
23.2 Consent of Gibson, Dunn & Crutcher LLP (previously filed with Exhibit 5.1 to the Company's Registration
Statement on Form S-1 (Registration No. 333-1340) and incorporated herein by this reference).
24.1 Power of Attorney (previously filed with the signature page to the Company's Registration Statement on
Form S-1 (Registration No. 333-1340) and incorporated herein by this reference).
</TABLE>
- ---------------
* Filed herewith.
ITEM 17. UNDERTAKINGS.
(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 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;
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<PAGE> 10
(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 the 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 15(d) of
the Securities Exchange Act of 1934 (and, where applicable, each filing of an
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.
(c) Insofar as indemnification for liabilities arising out of 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 and the successful defense in 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 Act and
will be governed by the final adjudication of such issue.
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<PAGE> 11
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the Registrant
has duly caused this Registration Statement to be signed on its behalf by the
undersigned, thereunto duly authorized, in the City of Omaha, State of
Nebraska, on November 27, 1996.
DATA DOCUMENTS INCORPORATED
By: /s/ JOSEPH C. ADDISON
------------------------------------
Joseph C. Addison, Vice President
Finance and Chief Financial Officer
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities indicated on the dates indicated.
<TABLE>
<CAPTION>
SIGNATURE TITLE DATE
--------- ----- ----
<S> <C> <C>
/s/ WALTER J. KEARNS* Chairman, President and Chief November 27, 1996
------------------------------------------ Executive Officer (Principal
Walter J. Kearns Executive Officer)
/s/ JOSEPH C. ADDISON Vice President Finance and Chief November 27, 1996
------------------------------------------ Financial Officer (Principal
Joseph C. Addison Financial and Accounting
Officer)
/s/ THOMAS W. BLUMENTHAL* Director November 27, 1996
------------------------------------------
Thomas W. Blumenthal
/s/ ROBERT W. CRUICKSHANK* Director November 27, 1996
------------------------------------------
Robert W. Cruickshank
*By: /s/ JOSEPH C. ADDISON
-------------------------------------------
Joseph C. Addison,
Attorney-in-Fact
</TABLE>
II-4
<PAGE> 1
INDEPENDENT AUDITORS' CONSENT
We consent to the incorporation by reference in this Post-Effective Amendment
No. 3 to Registration Statement No. 333-1340 of Data Documents Incorporated on
Form S-3 of our reports dated February 16, 1996, appearing in the Annual Report
on Form 10-K of Data Documents Incorporated for the year ended December 31,
1995, and to the reference to us under the heading "Experts" in the Prospectus,
which is part of such Registration Statement.
DELOITTE & TOUCHE LLP
Omaha, Nebraska
November 27, 1996
