UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-A
FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES
PURSUANT TO SECTION 12(b) OR (g) OF THE
SECURITIES EXCHANGE ACT OF 1934
Anacomp, Inc.
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(Exact name of registrant as specified in its charter)
Indiana*
* To be reincorporated in the State
of Delaware as described herein. 35-1144230
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(State of incorporation or organization) (IRS Employer Identification No.)
11550 North Meridian Street
Carmel, Indiana 46032
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(Address of principal executive offices) (Zip Code)
Securities to be registered pursuant to
Section 12(b) of the Act:
Title of each class Name of each exchange on which
to be so registered each class is to be registered
None
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If this Form relates to the registration of a class of debt securities and is
effective upon filing pursuant to General Instruction A.(c)(1), please check the
following box. |_|
If this Form relates to the registration of a class of debt securities and is to
become effective simultaneously with the effectiveness of a concurrent
registration statement under the Securities Act of 1933 pursuant to General
Instruction A.(c)(2), please check the following box. |_|
Securities to be registered pursuant to Section 12(g) of the Act:
Common Stock, Par Value $.01 Per Share
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(Title of Class)
Warrants to Purchase Common Stock
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(Title of Class)
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Item 1. Description of Registrant's Securities to be Registered.
The following description summarizes certain information regarding the
common stock and warrants to purchase common stock to be issued by Anacomp, Inc.
(the "Company") pursuant to the Second Amended Joint Plan of Reorganization of
the Company and certain of its subsidiaries (the "Plan"). This information does
not purport to be complete and is subject in all respects to the applicable
provisions of the Company's Certificate of Incorporation (the "Certificate of
Incorporation") and Bylaws (the "Bylaws") and the Delaware General Corporation
Law, as amended ("DGCL").
This registration statement relates to the issuance under the Plan of
(a) 10,000,000 shares of common stock, par value $.01 per share (the "New Common
Stock"), to be issued to certain creditors of the Company on the effective date
under the Plan (the "Effective Date"), (b) 362,694 shares of New Common Stock to
be issued upon the exercise of 362,694 warrants to be issued to certain
creditors of the Company on the Effective Date (the "New Warrants") and (c) the
New Warrants. Each New Warrant will entitle the holder of the New Warrant to
purchase one share of New Common Stock at an exercise price of $12.23 per share
during the period commencing on the Effective Date and expiring five years
thereafter.
A. Background
The Company is a provider of micrographics systems, services and
supplies, with over 15,000 customers in over 65 countries. The existing common
stock of the Company, par value $.01 per share (the "Old Common Stock")
(including Common Stock Purchase Rights) is registered under Section 12(b) of
the Securities Exchange Act of 1934, as amended (the "Exchange Act") (commission
file number 1-8328). The Company also has registered under Section 12(b) of the
Exchange Act its 13.875% Convertible Subordinated Debentures due January 15,
2000 (the "13.875% Convertible Subordinated Debentures") and Common Share
Warrants (the "Old Warrants").
The Company has filed in a timely manner all reports required to be
filed under the Exchange Act during the preceding twelve months.
In 1996, the Company and four of its wholly-owned subsidiaries
(collectively, the "Debtors") became debtors-in-possession in proceedings under
Chapter 11 of the United States Bankruptcy Code (the "Bankruptcy Code") before
the United States Bankruptcy Court for the District of Delaware (the "Bankruptcy
Court"). The Debtors submitted the Plan and a disclosure statement (the
"Disclosure Statement") with respect thereto to the Bankruptcy Court on March
28, 1996. The Disclosure Statement was approved by the Bankruptcy Court on such
date pursuant to Section 1125(b) of the Bankruptcy Code, and was transmitted to
the creditors and preferred stockholders of the Company for solicitation of
ballots for acceptance or rejection of the Plan. Ballots were to be cast by May
8, 1996. Hearings to confirm the Plan will commence on May 17, 1996. If the Plan
is confirmed by the Bankruptcy Court, it is expected the Effective Date under
the Plan will be on or shortly after May 28, 1996.
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The Plan divides the claims against and interests in the Debtors into
eleven classes. Class 5 consists of the claims of holders of the Company's 15%
Senior Subordinated Notes due 2000 (the "15% Senior Subordinated Notes"); Class
6 consists of the claims of the holders of the Company's 9% Convertible
Subordinated Debentures due 1996 (the "9% Convertible Subordinated Debentures")
and 13.875% Convertible Subordinated Debentures; Class 8 is comprised of the
claims of holders of the Company's 8.25% Cumulative Convertible Redeemable
Exchangeable Preferred Stock (the "Old Preferred Stock"); and Class 9 consists
of the interests of shareholders of the Company. These four classes of claims
against and interests in the Debtors are the only claims or interest to be
resolved under the Plan with the issuance of equity securities, or securities
convertible into equity securities, of the Company.
B. Issuance of Securities under the Plan
On the Effective Date, the Company is to be merged with and into a
newly-organized Delaware subsidiary, with the effect that as of such date the
Company will become a corporation organized under the laws of Delaware. On the
Effective Date, the Company will be recapitalized such that it will be
authorized to issue 21,000,000 shares capital stock, 20,000,000 of which will be
common stock and 1,000,000 of which will be preferred stock.
Pursuant to Section 6.1.1 of the Plan, on the Effective Date the
Company will cancel all of the Company's shares of Old Common Stock, Common
Stock Purchase Rights, 13.875% Convertible Subordinated Debentures and Old
Warrants which were registered pursuant to Section 12(b) of the Exchange Act, as
well as the Company's other securities including its Preferred Stock and 9%
Convertible Subordinated Debentures. Simultaneously, the Company will issue its
New Common Stock and New Warrants pursuant to the Plan as follows:
(a) New Common Stock
(i) 9,250,000 shares of New Common Stock will be issued to
holders of Class 5 claims (the holders of the Company's 15% Senior
Subordinated Notes); and
(ii) 750,000 shares of New Common Stock will be issued to holders
of Class 6 claims (the holders of the Company's 9% Convertible
Subordinated Debentures and 13.875% Convertible Subordinated
Debentures).
(b) New Warrants
(i) warrants convertible into 259,068 shares of New Common Stock
will be issued to holders of Class 6 claims (the holders of the
Company's 9% Convertible Subordinated Debentures and 13.875%
Convertible Subordinated Debentures);
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(ii) warrants convertible into 62,176 shares of New Common Stock
will be issued to holders of Class 8 claims (the holders of the
Company's Old Preferred Stock); and
(iii) warrants convertible into 41,450 shares of New Common Stock
will be issued to holders of Class 9 claims (the holders of the Old
Common Stock).
The Company has applied to the NASDAQ Stock Market, Inc. to list the
New Common Stock and the New Warrants on the NASDAQ National Market System
following the Effective Date.
C. Exemption from Registration under the Securities Act of 1933
(the "Securities Act")
Section 1145 of the Bankruptcy Code provides generally that an offer
or sale, (a) pursuant to a plan of reorganization, (b) of a security issued by a
debtor, (c) in exchange for a claim against or an interest in the debtor, or
principally in such exchange and partially for cash or property, and (d) to an
entity that is not an underwriter, is exempt from the registration requirements
contained in Section 5 of the Securities Act. The offer or sale of securities in
a transaction complying with these requirements is deemed to be a "public
offering," so that such securities may be resold without registration under the
Securities Act and without any restrictions on resale.
Accordingly, (a) the issuance and resale of (i) the New Common Stock
to certain of the creditors of the Company, and (ii) the New Warrants to certain
other creditors and shareholders of the Company and (b) the issuance and resale
of the New Common Stock upon exercise of the New Warrants is expected to be
exempt from the registration requirements of the Securities Act because such
securities will have been issued in the manner provided for in Section 1145 of
the Bankruptcy Code.
D. New Common Stock
1. General. Each share of New Common Stock entitles the holder thereof
to one vote on all matters submitted to a vote of stockholders, including the
election of directors. There is no cumulative voting in the election of
directors; consequently, the holders of a majority of the outstanding shares of
New Common Stock can elect all of the directors then standing for election.
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Holders of New Common Stock are entitled to receive ratably such
dividends, if any, as may be declared from time to time by the Board of
Directors out of funds legally available therefor. Holders of New Common Stock
have no conversion, redemption or preemptive rights to subscribe to any
securities of the Company. All outstanding shares of New Common Stock will be
fully paid and nonassessable. In the event of any liquidation, dissolution or
winding-up of the affairs of the Company, holders of New Common Stock will be
entitled to share ratably in the assets of the Company remaining after provision
for payment of liabilities to creditors and the preferences, if any, of holders
of preferred stock. The rights, preferences and privileges of holders of New
Common Stock are subject to the rights of the holders of any shares of preferred
stock which the Company may issue in the future.
2. Certain Certificate of Incorporation and Bylaw Provisions. The
Company's Certificate of Incorporation and Bylaws include provisions which are
intended by the Board of Directors to help assure fair and equitable treatment
of the Company's stockholders in the event that a person or group should seek to
gain control of the Company in the future. Such provisions, which are discussed
below, may make a takeover attempt or change in control more difficult, whether
by tender offer, proxy contest or otherwise. Accordingly, such provisions may be
viewed as disadvantageous to stockholders inasmuch as they might diminish the
likelihood that a potential acquirer would make an offer for the Company's stock
(perhaps at an attractive premium over the market price), impede a transaction
favorable to the interests of the stockholders, or increase the difficulty of
removing the incumbent Board of Directors and management, even if in a
particular case removal would be beneficial to the stockholders.
Preferred Stock. As described above, the Board of Directors is
authorized to provide for the issuance of shares of preferred stock, in one or
more series, and to fix by resolution and to the extent permitted by the DGCL,
the terms and conditions of such series. The Company believes that the
availability of the preferred stock issuable in series will provide it with
increased flexibility in structuring possible future financings and acquisitions
and in meeting other corporate needs which might arise. Although the Board of
Directors has no present intention to do so, it could issue a series of
preferred stock that could, depending on its terms, either impede or facilitate
the completion of a merger, tender offer or other takeover attempt.
Classified Board of Directors and Related Provisions. The Certificate
of Incorporation provides that the Board of Directors may be divided into two or
more classes of directors with the term of office of one class expiring each
year whenever the Company has nine or more directors. As a result, approximately
one-half or one-third, as the case may be, of the Company's Board of Directors
could be elected each year. The Company believes that a classified board of
directors could help to assure the continuity and stability of the Board of
Directors and the Company's business strategies and policies as determined by
the Board of Directors.
The classified board provision could have the effect of making the
removal of incumbent directors more time-consuming and difficult, therefore
discouraging a third party from making a tender offer or otherwise attempting to
obtain control of the Company, even through such an attempt might be beneficial
to the Company and its shareholders. Thus, the classified board provision could
increase the likelihood that incumbent directors will retain their positions.
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No Stockholder Action by Written Consent. The Certificate of
Incorporation provides that stockholder action can be taken only at an annual or
special meeting of stockholders and cannot be taken by written consent in lieu
of a meeting.
Business Combinations. Section 203 of the DGCL prohibits a publicly
held Delaware corporation from engaging in a "business combination" with an
"interested stockholder" for a period of three years after the date of the
transaction in which the person becomes an interested stockholder, unless (i)
prior to such date either the business combination or the transaction which
resulted in the stockholder becoming an interested stockholder is approved by
the Board of Directors, (ii) upon consummation of such transaction, the
interested stockholder owned 85% of the voting stock of the corporation
outstanding at the time the transaction commenced, excluding certain shares, or
(iii) the business combination or the transaction in which such person became an
interested stockholder was approved by the Board of Directors and the
affirmative vote of at least 66 2/3% of the outstanding voting stock which is
not owned by the interested stockholder. Although it is entitled to do so, the
Company has not elected to opt out of Section 203. A "business combination"
includes, among other things, mergers, asset sales and other transactions
resulting in a financial benefit to the stockholder. An "interested stockholder"
is generally a person who, together with affiliates and associates, owns (or, in
the case of affiliates and associates of the issuer, did own within the last
three years) 15% or more of the corporation's voting stock.
E. New Warrants
As described above, an aggregate of 362,694 New Warrants to purchase
an aggregate of 362,694 shares of New Common Stock are to be issued on the
Effective Date. Each New Warrant will entitle the holder of the New Warrant to
purchase one share of New Common Stock at an exercise price of $12.23 per share
during the period commencing on the Effective Date and expiring five years
thereafter. The number of shares of New Common Stock acquired upon exercise of a
New Warrant and/or the exercise price will be proportionately adjusted in the
event of certain capital transactions.
Item 2. Exhibits.
List below all exhibits filed as part of the registration statement:
1(a) Specimen Certificate of shares of New Common Stock1
1 To be filed by amendment.
1(b) Specimen Warrant Certificate1
1 To be filed by amendment.
2(a) Second Amended Joint Plan of Reorganization (the "Plan")2
2 Incorporated by reference to Exhibit (a)(2) to the Company's Schedule 14D-9,
filed with the Securities and Exchange Commission on May 3, 1996 (File No.
1-8328).
2(b) Form of Certificate of Incorporation of the Company1
1 To be filed by amendment.
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2(c). Form of Bylaws of the Company FN1
FN1 To be filed by amendment.
2(d) Order of the United States Bankruptcy Court for the District of
Delaware confirming the Company's Plan1
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SIGNATURE
Pursuant to the requirements of Section 12 of the Securities Exchange
Act of 1934, the registrant has duly caused this registration statement to be
signed on its behalf by the undersigned, thereto duly authorized.
Dated: May 15, 1996
ANACOMP, INC.
By: /s/ Donald L. Viles
Name: Donald L. Viles
Title: Executive Vice President and
Chief Financial Officer
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EXHIBIT INDEX
Page
1(a). Specimen Certificate of shares of New Common Stock FN1..............
1(b). Specimen Warrant Certificate1
2(a). Second Amendment Joint Plan of Reorganization (the "Plan") FN2......
2(b). Form of Certificate of Incorporation of the Company1.............
2(c). Form of Bylaws of the Company1...................................
2(d). Order of the United States Bankruptcy Court for the District
of Delaware confirming the Company's Plan1.......................
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FN1 To be filed by amendment.
FN2 Incorporated by reference to Exhibit (a)(2) to the Company's Schedule
14D-9, filed with the Securities and Exchange Commission on May 3, 1996
(File No. 1-8328).
