<PAGE>
As filed with the Securities and Exchange Commission on May 4,
1994
Registration No. 33-
_________________________________________________________________
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-3
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
ANACOMP, INC.
(Exact name of registrant as specified in its charter)
Indiana 35-1144230
(State or other jurisdiction of (I.R.S. employer
incorporation or organization) identification number)
11550 North Meridian Street
P.O. Box 40888
Indianapolis, Indiana 46240
(317) 844-9666
(Address, including zip code, and telephone
number, including area code, of registrant's
principal executive offices)
Michael C. Ryan, Esq.
Cadwalader, Wickersham & Taft
100 Maiden Lane
New York, New York 10038
(212) 504-6000
(Name, Address, including zip code,
and telephone number, including area
code, of agent for service)
Approximate date of commencement of proposed sale to
the public: From time to time after the effective date of this
Registration Statement, as determined by market considerations.
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, please check the following box. [ X ]
CALCULATION OF REGISTRATION FEE
_________________________________________________________________
_________________________________________________________________
TITLE OF EACH AMOUNT PROPOSED
PROPOSED AMOUNT OF
CLASS OF TO BE MAXIMUM
MAXIMUM REGISTRATION
SECURITIES TO REGISTERED OFFERING PRICE
AGGREGATE FEE
BE REGISTERED PER SHARE (1)
OFFERING PRICE (1)
COMMON SHARES,
PAR VALUE
$.01 PER SHARE 3,676,527 $3.94 $14,495,516
$4,998.05
SHARES(2)
(1) Estimated solely for the purpose of calculating the amount
of the registration fee in accordance with Rule 457 under the
Securities Act of 1933 based on the average of the high and the
low prices of the shares on the New York Stock Exchange on April
28, 1994.
(2) This Registration Statement includes 2,128,833 shares of
Anacomp, Inc. common stock issued on May 4, 1994 and 1,547,694
shares of Anacomp, Inc. common stock issued in connection with
the possible conversion of an unsecured promissory note from
Anacomp, Inc. that might be issued to Carlisle Companies
Incorporated on May 4, 1994, in the principal amount of
$5,525,270.
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 OR UNTIL THE
REGISTRATION STATEMENT SHALL BECOME EFFECTIVE ON SUCH DATE AS THE
COMMISSION ACTING PURSUANT TO SAID SECTION 8(a), MAY DETERMINE.
_________________________________________________________________
<PAGE>
PROSPECTUS
ANACOMP, INC.
3,676,527 Shares of Common Stock
This Prospectus relates to the public offering by the
selling shareholders (the "Selling Shareholders") of 3,676,527
shares of common stock, par value $0.01 per share ("Common
Shares"), of Anacomp, Inc. ("Anacomp" or the "Company"). Two
million one hundred and twenty-eight thousand eight hundred and
thirty-three (2,128,833) of the Common Shares offered hereby were
issued by the Company on May 4, 1994 in connection with the
acquisition (the "Acquisition") by the Company from the Selling
Shareholders, excluding Carlisle Companies Incorporated
("Carlisle"), of all of the outstanding shares of capital stock
of Graham Acquisition Corporation ("Graham"). The other
1,547,694 Convertible Common Shares offered hereby relates to
an unsecured promissory note from the Company to Carlisle in the
principal amount of $5,525,270, due July 15, 1998 (the "Anacomp
Note"), issued on May 4, 1994 in exchange for a subordinated note
from Graham to Carlisle in the same principal amount, in
connection with the acquisition by the Company of the outstanding
shares of capital stock of Graham. The Anacomp Note is
prepayable, in whole or in part, at the election of Carlisle by
converting the Anacomp Note into 1,547,694 Common shares (if
converted in whole).
The Company will not receive any proceeds from this
offering. The aggregate proceeds to the Selling Shareholders
from the sale of Shares will be the purchase price of the Shares
sold less the aggregate agents' commissions and underwriters'
discounts, if any. The Company by agreement will pay all of the
other expenses of the offering, which are estimated to be
approximately $17,200.
The Company has been advised by the Selling
Shareholders that the Shares may be offered and sold from time to
time, by or on behalf of the Selling Shareholders, in or through
transactions on the New York Stock Exchange or the Chicago Stock
Exchange, or any other exchange on which the Company is
registered, in the over-the-counter market, in other permitted
public sales, in privately negotiated transactions, or in a
combination of such methods of sale or otherwise, at market
prices prevailing at the time of sale or at negotiated prices;
and in connection therewith, commissions may be paid to brokers.
Brokers participating in such transactions may act as agents for
the Selling Shareholders and/or as principals. The Selling
Shareholders and any brokers participating in this offering
may be deemed to be "underwriters" within the meaning of the
Securities Act of 1933, as amended (the "Securities Act"), and
any commissions received by them and any profit on the resale of
Shares purchased by them may be deemed to be underwriting
discounts and commissions pursuant to the Securities Act. See
"Plan of Distribution."
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.
<PAGE>
The Common Shares are traded on the New York Stock
Exchange and the Chicago Stock Exchange under the symbol AAC. On
April 28, 1994, the closing sales price on the New York Stock
Exchange was $4.00 per share.
AVAILABLE INFORMATION
Anacomp 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"). Copies of such reports, proxy
statements and other information filed by the Company can be
inspected and copied at the public reference facilities
maintained by the Commission at Room 1024, Judiciary Plaza, 450
Fifth Street, N.W., Washington, D.C. 20549, and at the Regional
Offices of the Commission at Room 1300, 7 World Trade Center, New
York, New York 10048, and Northwestern Atrium Center, 500 West
Madison Street, Suite 1400, Chicago, Illinois 60621-2511. Copies
of such material can also 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 reports, proxy
statements and other information can also be inspected and copied
at the offices of the New York Stock Exchange, Inc., 20 Broad
Street, New York, New York 10005.
This Prospectus constitutes a part of a registration
statement on Form S-3 filed by the Company with the Commission
under the Securities Act, with respect to the Shares offered
hereby. This Prospectus omits certain of the information
contained in the Registration Statement, and reference is hereby
made to the Registration Statement and related exhibits filed as
a part thereof and otherwise incorporated therein for further
information with respect to the Company and the Shares offered
hereby. Any statements contained herein concerning the
provisions of any document are not necessarily complete, and, in
each instance, reference is made to the copy of each document
filed as an exhibit to the Registration Statement or otherwise
filed with the Commission. Each such statement is qualified in
its entirety by such reference. Copies of the Registration
Statement and the exhibits may be inspected without charge at the
offices of the Commission or obtained at prescribed rates from
the Public Reference Section of the Commission at the address set
forth above.
<PAGE>
INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
The Company's Annual Report on Form 10-K for the fiscal
year ended September 30, 1993 and the Company's Quarterly Report
on Form 10-Q for the quarter ended December 31, 1993, both on
file with the Commission, are hereby incorporated in this
Prospectus by reference and made a part hereof. All documents
filed by the Company pursuant to Sections 13(a), 13(c), 14 or
15(d) of the Exchange Act after the date of this Prospectus and
prior to the termination of the offering of the Shares hereunder
shall be deemed to be incorporated herein by reference and shall
be a part hereof from the date of the 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 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 this Prospectus is delivered, including any beneficial
owner, upon written or oral request of such person, a copy of the
documents incorporated by reference herein, other than exhibits
to such documents not specifically incorporated by reference.
Such requests should be directed to Investor Relations, Anacomp,
Inc., 11550 North Meridian Street, P.O. Box 40888, Indianapolis,
Indiana 46240, telephone number (317) 844-9666.
<PAGE>
THE COMPANY
Anacomp is a leading information management company
which provides micrographics and other image management services
and products to a broad range of customers worldwide. The
Company is the largest micrographics company in the world, with
fiscal 1993 revenues of $590.2 million and operating income
(continuing operations income before interest, other income,
taxes and extraordinary credit) of $88.6 million. Approximately
30% of the Company's revenues are derived from its international
operations.
Micrographics is the conversion of information stored
on paper or in electronic form to microfilm or microfiche.
Anacomp's micrographics business relates primarily to Computer
Output Microfilm ("COM"), a process for transferring large
volumes of information created by data processing directly from
electronic form to microfilm. Microfilm is a cost-effective
alternative to the use of paper or electronic files as a means of
information storage and retrieval.
The Company offers a complete line of micrographics
services and products including: (i) COM processing services
provided to customers on an outsourcing contract basis, (ii) COM
systems for users who perform their own data conversion to
microfilm, (iii) maintenance services for COM and other
micrographics equipment, (iv) source document microfilming
services which is the photographing onto microfilm of paper
documents, and (v) consumable supplies used by micrographics
systems. Anacomp also sells computer tape and other magnetic
media products.
By providing a full range of services, the Company can
customize its offerings of products and services to meet the
specific needs of any customers. Once a customer purchases COM
systems from Anacomp, the Company has the opportunity to provide
maintenance service, as well as to sell supplies and additional
compatible hardware. Anacomp estimates that each dollar of COM
systems sales generates 36 cents of annual supply revenue and 14
cents of annual maintenance revenue.
The Company was incorporated under the laws of the
State of Indiana in 1968. The Company's principal executive
offices are located at 11550 North Meridian Street, Post Office
Box 40888, Indianapolis, Indiana 46240 and its telephone number
is (317) 844-9666.
DESCRIPTION OF CAPITAL STOCK
The Company is authorized to issue 100,000,000 Common
Shares of which 45,183,000 were outstanding as of May 3, 1994.
The Company may also issue 1,000,000 preferred shares, of which
500,000 8.25% Cumulative Convertible Redeemable Exchangeable
Preferred Stock with a preference value of $50 per share and
convertible into Anacomp common stock at a conversion price of
$7.50 ("Preferred Shares") were issued and outstanding as of
May 3, 1994. The Company's Board of Directors, subject to its
senior loan documents but without further shareholder approval,
thus may issue five hundred thousand preferred shares with such
relative rights, designations, preferences and limitations or
restrictions as may be established by the Board of Directors in
its discretion prior to the issuance thereof, including, without
limitation, dividend rights, conversion rights, voting rights,
liquidation preferences, redemption rights, division into series,
sinking fund provisions and similar matters, subject to the
rights of the holders of the Preferred Shares. Accordingly, the
Board of Directors may create and issue other series of preferred
shares with rights and preferences that are superior to those of
the Common Shares and, with the consent of the holders of a
majority of the Preferred Shares, on a parity with or superior to
those of the Preferred Shares. Holders of Common Shares are not
entitled to any preemptive rights.
DIVIDEND RIGHTS
Subject to the rights of the holders of any issued and
outstanding preferred shares of the Company, the holders of
Common Shares shall be entitled to share ratably in such
dividends or other distributions (other than purchases,
redemptions or other acquisitions of Common Shares of the
Company), if any, as are declared and paid from time to time on
the Common Shares at the discretion of the Board of Directors.
Subject to the terms of its senior loan documents, the Board of
Directors may declare and pay dividends or other distributions
upon the issued and outstanding shares of the Company (whether
common or preferred), subject to the limitation that a dividend
or other distribution may not be made if, after giving it effect,
the Company would not be able to pay its debts as they become due
in the usual course of business or the Company's total assets
would be less than its total liabilities.
VOTING RIGHTS
Record holders of outstanding Common Shares are
entitled to one vote for each share, in person or by proxy, on
all matters voted on by shareholders. Cumulative voting is not
permitted; therefore, a minority shareholder may be less able to
gain representation on the Board of Directors. The Company's
Restated Articles of Incorporation provide that any action to be
taken by shareholders must be taken at a duly called annual or
general meeting. Special meetings may be called at any time by
the Board of Directors or the Chairman of the Board of the
Company.
LIQUIDATION RIGHTS
In the event of any liquidation, dissolution, or
winding up of the Company, either voluntary or involuntary, after
payment shall have been made to the holders of the preferred
shares of the full amount to which they shall be entitled, the
holders of Common Shares shall be entitled, to the exclusion of
the holders of the preferred shares of any and all series, to
share, ratably according to the number of Common Shares held by
them, in all remaining assets of the Company available for
distribution to its shareholders.
BOARD OF DIRECTORS
The Bylaws of the Company provide that the Board of
Directors shall consist of at least 6 and no more than 12
Directors, the exact number to be fixed from time to time at the
discretion of the Company's Board of Directors. Seven Directors
currently compose the Company's Board of Directors. Each
Director serves for a term of one year, and Directors may be
removed only for good cause by the affirmative vote of the
holders of a majority of the Company's outstanding shares then
entitled to vote at an election of Directors. Under the
Company's Restated Articles of Incorporation, whenever there are
9 or more Directors, the Bylaws may provide for staggering the
terms of the Directors by dividing the total number of Directors
into 2 or 3 equal (or as nearly equal as possible) groups whose
terms of office expire at different times.
ANTI-TAKEOVER PROVISIONS
On February 4, 1990, the Board of Directors of Anacomp
declared a dividend distribution of one Right for each Common
Share of the Company to shareholders of record on March 26, 1990.
Each Right initially entitles the registered holder
thereof to purchase from the Company one-tenth of a Common Share
at an exercise price of $3.20, subject to adjustment. The Rights
will be exercisable only if a person or group acquires beneficial
ownership of 15% or more of the Common Shares, or announces a
tender or exchange offer upon consummation of which such person
or group would beneficially own 30% or more of the Common Shares.
If any person acquires 15% of the Common Shares, the Rights would
entitle shareholders (other than the 15% acquiror) to purchase,
at $32 (as such price may be adjusted), a number of the Common
Shares which would have a market value of $64 (as such amount may
be adjusted). In the event that Anacomp is acquired in a merger
or other business combination, the Rights would entitle the
shareholders (other than the acquiror) to purchase securities of
the surviving company at a similar discount. Anacomp generally
will be entitled to redeem the Rights at $.001 per Right at any
time until the 10th day following the announcement that a 15%
ownership position has been acquired.
The Company also has the power to stagger the Board of
Directors, which if implemented might have the effect of delaying
a change in a majority of the directors. In addition, the
Indiana Business Corporation Law, under which the Company is
organized, contains provisions restricting the voting rights of
persons who acquire "control shares" (unless certain conditions
are met) without the approval of the Board of Directors and
preventing "business combinations" between such unapproved
acquirors and corporations (including the Company), which are
subject to the statute.
TRANSFER AGENT
The transfer agent and registrar for the Common Shares
is Chemical Bank.
<PAGE>
SELLING SHAREHOLDERS
The following table sets forth information furnished by
the Selling Shareholders as of May 4, 1994 with respect to
the number of Common Shares owned by each Selling Shareholder on
such date, the Shares offered hereby, and the number of
outstanding Shares to be owned by each Selling Shareholder after
the offering, assuming all of the Shares offered hereby are
sold. Except as otherwise indicated, no Selling Shareholder
has held any position, office, or had a material relationship
with the Company within the past three years.
SELLING SHAREHOLDERS
SECURITIES OWNERSHIP
SELLING OWNERSHIP PRIOR BEING AFTER
SHAREHOLDER TO OFFERING OFFERED OFFERING
Laszlo Adam 26,248 26,248 -0-
John C. Belsly 166,050 166,050 -0-
Gregory J. Berlacher 6,599 6,599 -0-
Franz J. Berlacher 10,644 10,644 -0-
Julie T. Berlacher 22,140 22,140 -0-
George E. Bingham 6,386 6,386 -0-
Nicholas A. Boccella 34,061 34,061 -0-
Michael B. Bryan 133,053 133,053 -0-
IRA FBO Frank J.
Campbell, III
DLJSC as Rollover
Custodian
A/C 698 - 101714 8,515 8,515 -0-
CIP Capital L.P. 32,997 32,997 -0-
Timothy Cotton 6,386 6,386 -0-
DSLT INC 14,901 14,901 -0-
<PAGE>
Barton P. Ferris, Jr. 26,270 26,270 -0-
Marcel Fournier 26,248 26,248 -0-
Arthur B. Gauss 21,288 21,288 -0-
Miriam J. Gauss 10,644 10,644 -0-
Henry D. Gottmann 55,350 55,350 -0-
Kathleen M. Gottmann 27,675 27,675 -0-
Andrew Merz Hanson 8,515 8,515 -0-
Bertil Hanson 4,257 4,257 -0-
Hesperia Corporation 21,288 21,288 -0-
Peter C.R. Huang 329,971 329,971 -0-
Arnold S. LaSpina 14,901 14,901 -0-
Lepercq, de Neuflize & Co., 85,154 85,154 -0-
Incorporated
James P. Maguire 143,375 138,375 5,000
Patricia A. Maguire 21,288 21,288 -0-
Christopher J. Maurizi 17,030 17,030 -0-
Hayden McIlroy 14,901 14,901 -0-
John J. Miller 2,128 2,128 -0-
R&K Associates 42,577 42,577 -0-
Raijacur N.V. 98,991 98,991 -0-
Peter S. Rawlings 4,257 4,257 -0-
Milton D. Smith 133,053 133,053 -0-
Lt. General Thomas P. 17,030 17,030 -0-
Stafford
Tavira Corporation ref. sub 304,425 304,425 -0-
a/c Tavira 121
Edward L. Thomas 27,675 27,675 -0-
Scott D. Whittenburg 133,053 133,053 -0-
Matthew H. Weiner 10,644 10,644 -0-
Chemical Bank 63,865 63,865 -0-
Carlisle Companies 1,547,694 1,547,694 -0-
Incorporated
PLAN OF DISTRIBUTION
The Company will not receive any proceeds from this
offering. The sale of the Common Shares may be effected from
time to time by the Selling Shareholders in transactions (which
may include block transactions by or for the account of the
Selling Shareholders) on the New York Stock Exchange or the
Chicago Stock Exchange, or any other exchange on which the
Company is registered, in the over-the-counter market or in
privately negotiated transactions, or in a combination of such
methods of sale or otherwise. Sales may be made at market prices
prevailing at the time of sale or at negotiated prices.
Carlisle is the beneficial owner of the Common Shares
issuable upon prepayment of the Anacomp Note. Carlisle has
informed the Company that it may exercise its prepayment right
under the Anacomp Note and sell the Common Shares issued to it in
connection therewith for its own account.
The Common Shares may be sold from time to time to
purchasers directly by any of the Selling Shareholders or through
underwriters, dealers or agents who may receive compensation in
the form of underwriting discounts, concessions or commissions
from the Selling Shareholders and/or the purchasers of the Common
Shares for whom they may act as agent. The Selling Shareholders
and any such underwriters, dealers or agents that participate in
the distribution of the Common Shares may be deemed to be
underwriters, and any profit on the sale of the Common Shares by
them and any discounts, commissions or concessions received by
any such underwriters, dealers or agents might be deemed to be
underwriting discounts and commissions under the Securities Act.
Under applicable rules and regulations under the
Exchange Act, any person engaged in a distribution of the Common
Shares may not simultaneously engage in market making activities
with respect to such Common Shares for a period of two or nine
business days, as applicable, prior to the commencement of such
distribution. In addition to and without limiting the foregoing,
each Selling Shareholder and any other person participating in
the distribution will be subject to applicable provisions of the
Exchange Act and the rules and regulations thereunder, including
without limitation Rules 10b-2, 10b-6, and 10b-7, which
provisions may limit the timing of purchases and sales of any of
the Shares by the Selling Shareholders or any such person. All
of the foregoing may affect the marketability of the Common
Shares.
LEGAL MATTERS
Certain matters relating to the validity of the Common
Shares offered hereby were passed upon for the Company by
Cadwalader, Wickersham & Taft in reliance on an opinion of Leagre
& Barnes (attached as Exhibit A to the opinion of Cadwalader,
Wickersham & Taft) with respect to certain matters governed by
the laws of the State of Indiana.
EXPERTS
The consolidated balance sheets of the Company and
subsidiaries as of September 30, 1993 and 1992, and the related
consolidated statements of operations, stockholders' equity
(deficit) and cash flows for each of the three years in the
period ended September 30, 1993, and the related financial
statement schedules, incorporated in this Prospectus and the
Registration Statement by reference to the Annual Report on Form
10-K for the fiscal year ended September 30, 1993, have been
audited by Arthur Andersen & Co., independent public accountants,
as indicated in their report with respect thereto, and are
included herein in reliance upon the authority of said firm as
experts in giving said report.
<PAGE>
- ------------------------------------
No person is authorized
to give any information or to make
any representation not contained or
incorporated by reference in this
Prospectus, and any information or
representation not contained orincorporated by reference herein
must not be relied upon as having
been authorized by the Company or
any Underwriter. 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 an
offer would be unlawful. Neither
the delivery of this Prospectus nor
any sale made hereunder shall,
under any circumstances, create any
implication that there has been no
change in the affairs of the
Company since the date hereof.
_____________________
TABLE OF CONTENTS
Page
Available Information 3
Incorporation by Reference 3
The Company 5
Description of Capital Stock 5
Selling Shareholders 8
Plan of Distribution 10
Legal Matters 10
Experts 10
- ------------------------------------
- ------------------------------------
3,676,527 Shares
Anacomp, Inc.
Common Stock
__________
PROSPECTUS
- ---------------------
<PAGE>
PART II
INFORMATION NOT REQUIRED IN THE PROSPECTUS
Item 14. Other Expenses of Issuance and Distribution.
Estimated expenses relating to the distribution of the
shares registered herein are set forth below. Such expenses will
be paid by Anacomp.
Registration Fee under the Securities Act of 1933...$ 4,998.05
Printing and Engraving Expenses.....................$ 100.00
Accounting Fees and Expenses........................$ 1,000.00
Legal Fees and Expenses.............................$10,000.00
Qualification Fee and Expenses
under State Blue Sky Laws...........................$ 1,000.00
Total...........................................$17,098.05
Item 15. Indemnification of Directors and Officers.
Chapter 37 of the Indiana Business Corporation Law (the
"Corporation Law") and the Restated Articles of Incorporation of
the Company provide for or permit indemnification of directors
and officers of the Company under certain circumstances. The
indemnification provided is applicable to claims, actions, suits
or proceedings whether arising from actions or omissions to act
in the director's or officer's official capacity and as to action
in any other capacity while holding such office.
Article VIII, Section 5, of the Company's Restated
Articles of Incorporation provides that directors are immune from
liability for any action taken or failure to take any action to
the fullest extent permitted by the Corporation Law and by
general principles of corporate law. The Corporation Law
requires that such action or failure to take action must
constitute willful misconduct or recklessness for a director to
be personally liable.
Item 16. Exhibits
5 Opinion of counsel regarding legality of Shares
and issuance thereof
23(a) Consent of independent public accountants
23(b) Consent of counsel (included as part of
exhibit 5)
24 Power of Attorney of Directors (included as part
of signature page)
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;
(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 (1)(i) and (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.
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 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.
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 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
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-3 and has duly caused this registration statement to be signed
on its behalf by the undersigned, thereunto duly authorized, in
the City of Atlanta, State of Georgia, on May 4, 1994.
ANACOMP, INC.
(Registrant)
By: /s/ Louis P. Ferrero
Louis P. Ferrero
Chief Executive Officer,
and Chairman of the Board
<PAGE>
We, the undersigned directors, executive officers and
principal accounting officer of Anacomp, Inc., hereby severally
constitute Jack R. O'Donnell as true and lawful attorney with
full power to sign for us, and in our names in the capacities
indicated below, any and all amendments to the registration
statement filed with the Securities and Exchange Commission,
hereby ratifying and confirming our signatures as they may be
signed by our said attorney to any and all amendments to said
registration statement.
Pursuant to the requirements of the Securities Act of
1933, this registration statement has been signed by the
following persons in the capacities indicated.
Dated: May 4, 1994 By: /s/ Louis P. Ferrero
Louis P. Ferrero
Chief Executive Officer,
and
Chairman of the Board
Dated: May 4, 1994 By: /s/ Jack R. O'Donnell
Jack R. O'Donnell
Executive Vice President,
Treasurer
and Chief Financial
Officer
Dated: May 4, 1994 By: /s/ Donald L. Viles
Donald L. Viles
Vice President and
Controller
Dated: May 4, 1994 By: /s/ J. Mark Woods
J. Mark Woods
President, Chief
Operating Officer and
Director
Dated: May 4, 1994 By: /s/ Clark A. Johnson
Clark A. Johnson
Director
Dated: May 4, 1994 By: /s/ Richard E. Neal
Richard E. Neal
Director
Dated: May 4, 1994 By: /s/ Roger S. Palamara
Roger S. Palamara
Director
Dated: May 4, 1994 By: /s/ Paul G. Roland
Paul G. Roland
Director
Dated: May 4, 1994 By: /s/ Frederick W. Zuckerman
Frederick W. Zuckerman
Director
<PAGE>
EXHIBIT INDEX
Exhibit
Number Exhibit
5 Opinion of counsel regarding legality
of Shares and issuance thereof
23(a) Consent of independent public accountants
23(b) Consent of Counsel (included as part of Exhibit 5)
24 Power of Attorney of Directors (included as part of
signature page)
<PAGE>
CADWALADER, WICKERSHAM & TAFT
100 Maiden Lane
New York, New York 10038
(212) 504-6000
May 4, 1994
Securities and Exchange Commission
450 Fifth Street N.W.
Washington, D.C. 20549
Ladies and Gentlemen:
We have acted as counsel for Anacomp, Inc., an Indiana
corporation (the "Company"), in connection with its preparation
of a Registration Statement on Form S-3 (the "Registration
Statement"), filed with the Securities and Exchange Commission
under the Securities Act of 1933, as amended (the "Act"), for the
registration under the Act of (i) 2,128,833 shares of the
Company's Common Stock (the "Common Shares"), par value $.01 per
Common Share (the "Offered Shares") to be issued pursuant to the
Stock Purchase Agreement, dated April 8, 1994, among the holders
of all of the issued and outstanding shares of capital stock of
Graham Acquisition Corporation and the Company (the "Agreement"),
and (ii) 1,547,694 Common Shares (the "Prepayment Shares") that
might be issued pursuant to the Note Purchase and Loan Agreement,
dated May 4, 1994, between the Company, Carlisle Companies
Incorporated, Carlisle Memory Products Incorporated, and IMG
Manufacturing, Inc. (the "Purchase and Loan Agreement").
We have examined or relied upon originals or copies,
certified or otherwise identified to our satisfaction, of such
corporate records of the Company and such other instruments and
other certificates of public officials, officers, and
representatives of the Company, and such other persons, and we
have made such investigations of law, as we have deemed
appropriate as a basis for the opinion expressed below. In
arriving at the opinion expressed below, we have assumed and have
not verified that the signatures on all documents that we have
examined are genuine.
We are members of the Bar of the State of New York and
do not purport to be experts in, or express any opinion
concerning, the laws of any jurisdiction other than laws of the
State of New York, the federal laws of the United States, and the
General Company Law of the State of Delaware. With respect to
the matters subject to the laws of the State of Indiana, we have
relied on an opinion of Leagre & Barnes (a copy of which is
attached hereto as EXHIBIT A).
Based upon the foregoing, we are of the opinion that
the Offered Shares offered pursuant to the Registration Statement
have been validly issued, are fully paid, and non-assessable and
that the Prepayment Shares when issued in accordance with the
Purchase and Loan Agreement will be validly issued, fully paid,
and non-assessable.
We hereby consent to the filing of this opinion as an
exhibit to the Registration Statement and to the reference to
this firm under the heading "Legal Matters" in the Prospectus
forming a part of the Registration Statement, without admitting
that we are "experts" within the meaning of the Act or the rules
and regulations of the Securities and Exchange Commission issued
thereunder with respect to any part of the Registration
Statement.
Very truly yours,
/s/ Cadwalader,Wickersham & Taft
<PAGE>
EXHIBIT A
LEAGRE & BARNES
Attorneys at Law
9100 Keystone Crossing
Suite 800, Box 40609
Indianapolis, Indiana 47240-0609
May 4, 1994
Cadwalader, Wickersham & Taft
100 Maiden Lane
New York, New York 10038
Ladies and Gentlemen:
We have acted as special Indiana counsel for Anacomp,
Inc., an Indiana corporation (the "Company"), in connection with
its preparation of a Registration Statement on Form S-3 (the
"Registration Statement"), filed with the Securities and Exchange
Commission under the Securities Act of 1933, as amended (the
"Act"), for registration under the Act of (i) 2,128,833 shares of
the Company's Common Stock (the "Common Shares"), par value of
$.01 per Common Share (the "Offered Shares"), to be issued
pursuant to the Stock Purchase Agreement dated April 8, 1994
among holders of all of the issued and outstanding shares of
capital stock of Graham Acquisition Corporation and the Company
(the "Agreement"), and (ii) 1,547,694 Common Shares (the
"Prepayment Shares") that might be issued pursuant to the Note
Purchase and Loan Agreement, dated May 4, 1994, between the
Company, Carlisle Companies Incorporated, Carlisle Memory
Products Incorporated, and IMG Manufacturing, Inc. (the "Purchase
and Loan Agreement").
We have examined the Agreement and the schedules and
exhibits to the Agreement. We have relied without investigation
on certificates of public officials (including a Certificate of
Existence issued with respect to the Company by the Indiana
Secretary of State dated April 27, 1994) and information from the
management of Company as to certain questions of fact material to
this opinion. We have also examined and relied upon the
originals, or copies certified to our satisfaction, of such
documents, certificates and other instruments as in our judgment
are necessary or appropriate to enable us to render the opinions
expressed below. We have assumed the authenticity of all
documents submitted to us as originals and the conformity to
original documents of all documents submitted to us as copies.
We have made such examination of the laws of the State
of Indiana as we deem necessary and appropriate for the purpose
of the delivery of the opinions expressed herein. The opinions
set forth herein are limited to the laws of the State of Indiana.
No opinion is expressed as to the laws of any other jurisdiction
or the effect that the laws of any other jurisdiction might have
on the subject matter of the opinions expressed herein under
conflicts of law principles or otherwise.
By limiting any opinion "to our knowledge," we mean the
current awareness by lawyers in the primary lawyer group of
factual matters recognized by such lawyers as being relevant to
the opinion so qualified. "Primary lawyer group" means Mark B.
Barnes and, solely as to information relevant to an opinion
issue, any lawyer in this law firm who is primarily responsible
for providing the response concerning the particular issue.
Based upon and subject to the foregoing, and subject to
the qualifications set forth below, we are of the opinion that:
1. Company is a corporation duly organized and
validly existing under the laws of the State of Indiana, and has
full corporate power and authority to carry on its business as it
is now being conducted and to own or lease its properties and
assets which it now owns or leases.
2. The entire authorized capital stock of Company
consists of 100,000,000 shares of $.01 par value common stock,
and 1,000,000 shares of $.01 par value preferred stock. The
Offered Shares offered pursuant to the Registration Statement are
validly authorized and issued, fully paid and nonassessable and
that the Prepayment Shares when issued in accordance with the
Purchase and Loan Agreement will be validly authorized and
issued, fully paid and nonassessable.
The foregoing opinions are further subject to the
following:
(i) Our opinions are limited to the matters
stated herein and no opinion is implied or may be
inferred beyond the matters expressed herein.
(ii) This opinion is given as of the date hereof
and we assume no responsibility or obligation to update
this opinion to reflect any facts or circumstances
which may hereafter come to our attention or any change
in any laws or regulations which may hereafter occur.
We hereby consent to the filing of this opinion as an
exhibit to the Registration Statement and to the reference to
this firm under the heading "Legal Matters" in the Prospectus
forming a part of the Registration Statement, without admitting
that we are "experts" within the meaning of the Act or the rules
and regulations of the Securities and Exchange Commission issued
thereunder with respect to any part of the Registration
Statement.
Very truly yours,
/s/ LEAGRE & BARNES
<PAGE>
CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS
As independent public accountants, we hereby consent to
the incorporation by reference in this registration statement of
our report dated November 19, 1993, included in Anacomp, Inc.'s
Form 10-K for the year ended September 30, 1993, and to all
references to our Firm included in this registration statement.
ARTHUR ANDERSEN & CO.
/s/ Arthur Andersen & Co.
Indianapolis, Indiana,
April 22, 1994
