59421_2/28650.00010
As filed with the Securities And Exchange Commission on May 26, 2000.
Registration No. 333-______
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
__________
FORM S-8
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
__________
ENNIS BUSINESS FORMS, INC.
------------------------------------------------------
(Exact name of registrant as specified in its charter)
Texas 75-0256410
------------------------------- -------------------
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
1510 N. Hampton
DeSoto, Texas 75115
---------------------------------------- ----------
(Address of principal executive offices) (Zip Code)
ENNIS BUSINESS FORMS, INC. 401(k) PLAN
--------------------------------------
(Full title of the plan)
Keith S. Walters
Chairman, CEO and President
Ennis Business Forms, Inc.
1510 N. Hampton
DeSoto, Texas 75115
---------------------------------------
(Name and address of agent for service)
(972) 228-7801
-------------------------------------------------------------
(Telephone number, including area code, of agent for service)
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 per share price fee
---------- ---------- --------- --------- ------------
Common 300,000 $7.5625(2) $2,268,750 $599
Stock, shares(1)
$2.50 par
value
(1) Pursuant to Rule 416(c) under the Securities Act of 1933, as
amended, this Registration Statement also covers an indeterminate number of
interests to be offered or sold pursuant to the Ennis Business Forms, Inc.
401(k) Plan.
(2) Estimated solely for the purpose of calculating the registration
fee pursuant to Rule 457(h). The fee is calculated on the basis of the
average of the high and low trading prices for the Registrant's Common
Stock on May 23, 2000, as reported the New York Stock Exchange Composite
Tape.
PART II. INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
------------------------------------------------------------
Item 3. Incorporation of Documents by Reference.
----------------------------------------------------
The following document filed by the Registrant or the Plan with the
Securities and Exchange Commission (the "Commission") pursuant to the
Securities Exchange Act of 1934, as amended (the "Exchange Act"), is
incorporated by reference into this Registration Statement:
The Registrant's Annual Report on Form 10-K for the fiscal year
ended February 29, 2000 (File No. 1-5807).
All documents filed by the Registrant or the Plan with the
Commission pursuant to Sections 13(a), 13(c), 14 and 15(d) of the
Exchange Act after the date of this Registration Statement, but
prior to the filing of a post-effective amendment to this
Registration Statement which indicates that all securities offered
by this Registration Statement have been sold or which deregisters
all such securities then remaining unsold, shall be deemed to be
incorporated by reference into this Registration Statement. Each
document incorporated by reference into this Registration
Statement shall be deemed to be a part of this Registration
Statement from the date of filing of such document with the
Commission until the information contained therein is superseded
or updated by any subsequently filed document which is
incorporated by reference into this Registration Statement or by
any document which constitutes part of the prospectus relating to
the Ennis Business Forms, Inc. 401(k) Plan meeting the
requirements of Section 10(a) of the Securities Act.
Item 4. Description of Securities.
--------------------------------------
The description of the Registrant's Common Stock contained in
the Registrant's Registration Statement on Form S-1 filed on
October 5, 1960 . The class of securities to be offered under
this Registration Statement is registered under Section 12(b) of
the Exchange Act.
Item 5. Interests of Named Experts and Counsel.
---------------------------------------------------
Not applicable.
Item 6. Indemnification of Directors and Officers.
------------------------------------------------------
Article 2.02-1 of the Texas Business Corporation Act permits a
corporation to indemnify certain persons, including officers and directors
and former officers and directors, and to purchase insurance with respect
to liability arising out of their capacity or status as officers and
directors.
Article Nine of the Registrant's Restated Articles of Incorporation
provides as follows:
"The Corporation may indemnify any person (and the heirs, executors and
administrators of such persons) who is, or was, a director, officer or
former director, officer, employee or agent of the Corporation, or any
person who may have served at its request as a director, officer,
employee or agent of another corporation, foreign or domestic, or any
partnership, proprietorship, trust, association or enterprise, whether
a profit or non-profit business in which it owned shares of capital
stock or other interest or of which it is a creditor, against expenses
actually and necessarily incurred by him in connection with the defense
of any claim, action, suit or proceeding whether brought by or in the
right of the Corporation and whether civil, criminal, administrative or
investigative in nature, or in connection with any appeal relating
thereto, in which he is made a party or threatened to be made a party
by reason of being or having been such director, officer, employee or
agent except in relation to maters as to which he shall be adjudged in
such action, suit or proceeding to be liable for negligence or
misconduct in the performance of duty, but such indemnification shall
not be deemed exclusive of any other rights to which such person may be
entitled under any bylaw, agreement, vote of shareholders or otherwise.
The Corporation shall have the power to purchase and maintain insurance
on behalf of any such person, or any person who is a director, officer,
employee or agent of the Corporation, or is or was serving at the
request of the Corporation as a director, officer, employee or agent of
another corporation, partnership, joint venture, trust or other
enterprise against any liability asserted against him and incurred by
him in any capacity arising out of his status as such whether or not
the Corporation would have the power to indemnify him against such
liabilities under the provisions of the Texas Business Corporation
Act."
2
In addition, Article IX of the Registrant's Bylaws, as amended,
provides that the Registrant 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 serving as a director or officer of the Registrant or serving as
such at the request of the Registrant as a director or officer of
another corporation in which it owns shares of capital stock or of
which it is a creditor, against all expenses including attorneys' fees,
judgments, fines and other amounts actually and reasonably incurred by
him in connection with such action, suit or proceeding; provided, that
he acted in good faith and in a manner he reasonably believed to be in
or not opposed to the best interest of the Registrant and, with respect
to any criminal action or proceeding, had no reasonable cause to
believe his conduct was unlawful; and further provided that there shall
be no indemnification in respect of any claim, issue or matter as to
which such person shall have been adjudged to be liable for negligence
or misconduct in the performance of his duty to the corporation unless
and only to the extent that a 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 indemnify for such expenses
which such court shall deem proper. The termination of any action,
suit or proceeding by settlement or its equivalent not amounting to a
judgment thereof 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 be 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.
Any indemnification under the provisions hereof shall be made by the
corporation only as authorized in the specific case upon a
determination that indemnification of the director or officer is proper
in the circumstances because he has met the applicable standard of
conduct of good faith set forth above. Such determination shall be
made (1) by the board of directors of Ennis Business Forms, Inc. by a
majority vote of a quorum consisting of directors who were not parties
to such action, suit or proceeding, 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.
In addition to the power of indemnification set forth above, the board
of directors is authorized, on behalf of the corporation, to purchase
and maintain insurance on behalf of any person who is or was a
director, officer, employee, or agent of the corporation, or is or was
serving at the request of the corporation as a director, officer,
employee, or agent of another corporation, partnership, joint venture,
trust or other enterprise against any liability asserted against him
and incurred by him in any such capacity or arising out of his status
as such; and where such insurance has been purchased and maintained by
the corporation but the liability incurred exceeds the applicable
limits of coverage thereof, the corporation may reimburse such persons
the difference between the liability incurred and the insurance
proceeds received; provided, that the indemnification provisions above
have been complied with.
The Registrant has purchased directors' and officers' liability
insurance. Subject to conditions, limitations and exclusions in the
policy, the insurance covers amounts required to be paid for a claim or
claims made against directors and officers for any act, error,
omission, misstatement, misleading statement or breach of duty by
directors and officers in their capacity as directors and officers of
the Registrant.
Item 7. Exemption from Registration Claimed.
------------------------------------------------
None.
3
Item 8. Exhibits.
---------------------
The following exhibits are filed herewith or incorporated by reference
as part of this Registration Statement:
Exhibit No. Description
----------- -----------
4.1 Restated Articles of Incorporation of the Registrant
as amended through June 23, 1983 with attached
amendments dated June 20, 1985, July 31, 1985 and June
16, 1988 (incorporated by reference to Exhibit 5 to
the Registrant's Annual Report on Form 10-K for the
fiscal year ended February 28, 1993).
4.2 Bylaws of the Registrant as amended through October 8,
1998 (incorporated by reference to Exhibit 3(ii) to
to the Registrant's Quarterly Report on Form 10-Q for
the quarter ended November 30, 1997).
5.1 Opinion of Wolin, Ridley & Miller, L.L.P. regarding
the legality of the shares being registered hereunder
(filed herewith).
23.1 Consent of KPMG LLP (filed herewith).
23.2 Consent of Wolin, Ridley & Miller, L.L.P. (included in
the Opinion filed as Exhibit 5.1).
24.1 Power of Attorney (set forth on the signature page
of this Registration Statement).
Item 9. Undertakings.
----------------------
The undersigned Registrant hereby undertakes to submit the Ennis
Business Forms, Inc. 401(k) Plan and any amendment thereto to
the Internal Revenue Service in a timely manner and to make all
changes required by the Internal Revenue Service to qualify such
Plan.
(a) The undersigned Registrant hereby undertakes:
(1) To file, during any period in which offers of 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;
(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) of
this section do not apply if the Registration Statement is on
Form S-3, Form S-8 or Form F-3, and the information required to
be included in a post-effective amendment by those paragraphs is
contained in periodic reports filed with or furnished to the
Commission by the Registrant pursuant to Section 13 or 15(d) of
the Exchange Act that are incorporated by reference in the
Registration Statement.
4
(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.
(b) 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.
* * *
(h) 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
foregoing provisions, 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.
5
SIGNATURES
----------
Pursuant to the requirements of the Securities Act of 1933, the
Registrant certifies that it has reasonable grounds to believe
that it meets all of 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 the City
of DeSoto, the State of Texas, on this 26th day of May, 2000.
ENNIS BUSINESS FORMS, INC.
By: /s/Keith S. Walters
---------------------------
Keith S. Walters
Chairman, President and CEO
We, the undersigned directors and officers of Ennis Business
Forms, Inc., do hereby constitute and appoint Robert M. Halowec
and Harve Cathey, or either of them, our true and lawful
attorneys and agents, to do any and all acts and things in our
name and on our behalf in our capacities as directors and
officers and to execute any and all instruments for us and in our
names in the capacities indicated below, which said attorneys and
agents, or either of them, may deem necessary or advisable to
enable said corporation to comply with the Securities Act and any
rules, regulations and requirements of the Commission, in
connection with this Registration Statement, including
specifically, but without limitation, power and authority to sign
for us or any of us in our names in the capacities indicated
below, any and all amendments (including post-effective
amendments) hereto and we do hereby ratify and confirm all that
said attorneys and agents, or either of them, shall do or cause
to be done by virtue hereof.
Pursuant to the requirements of the Securities Act, this
Registration Statement and the foregoing Power of Attorney have
been signed by the following persons in the capacities and on the
date(s) indicated:
Signature Capacity Date
/s/Keith S. Walters Chairman of the Board, May 26, 2000
----------------------- CEO, President, and a
Keith S. Walters Director
/s/Robert M. Halowec Vice President - Finance May 26, 2000
----------------------- and Chief Financial
Robert M. Halowec Officer
/s/Harve Cathey Secretary and Treasurer May 26, 2000
----------------------- (Principal Accounting
Harve Cathey Officer)
/s/Harold W. Hartley Director May 26, 2000
-----------------------
Harold W. Hartley
/s/James B. Gardner Director May 26, 2000
-----------------------
James B. Gardner
/s/Thomas R. Price Director May 26, 2000
-----------------------
Thomas R. Price
6
/s/Robert L. Mitchell Director May 26, 2000
-----------------------
Robert L. Mitchell
/s/Kenneth G. Pritchett Director May 26, 2000
-----------------------
Kenneth G. Pritchett
/s/Joe R. Bouldin Director May 26, 2000
-----------------------
Joe R. Bouldin
Pursuant to the requirements of the Securities Act of 1933, the
administrator of the Ennis Business Forms, Inc. 401(k) Plan has duly caused
this registration statement to be signed on its behalf by the undersigned,
thereunto duly authorized, in the City of DeSoto, the State of Texas, on
May 26, 2000.
Ennis Business Forms, Inc. 401(k) Plan
By: /s/Ronald M. Graham
-------------------
Ronald M. Graham
Chairman
7
EXHIBIT INDEX
Exhibit Description
No.
4.1 Restated Articles of Incorporation of
the Registrant as amended through June
23, 1983 with attached amendments dated
June 20, 1985, July 31, 1985 and June
16, 1988 (incorporated by reference to
Exhibit 5 to the Registrant's Annual
Report on Form 10-K for the fiscal year
ended February 28, 1993).
4.2 Bylaws of the Registrant as amended
through October 8, 1998 (incorporated
by reference to Exhibit 3(ii) to the
Registrant's Quarterly Report on Form
10-Q for the quarter ended November 30,
1997).
5.1 Opinion of Wolin, Ridley & Miller,
L.L.P. regarding the legality of the
shares being registered hereunder
(filed herewith).
23.1 Consent of KPMG LLP (filed herewith).
23.2 Consent of Wolin, Ridley & Miller,
L.L.P. (included in the opinion filed
as Exhibit 5.1).
24.1 Power of Attorney (set forth on the
signature page of this Registration
Statement).
