<PAGE> 1
As filed with the Securities and Exchange Commission on December 31, 1996.
Registration No. 33-__________
================================================================================
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
--------------------
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
- --------------------------------------------------------------------------------
ANACOMP, INC.
(Exact name of issuer as specified in its charter)
INDIANA 35-1144230
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
11550 NORTH MERIDIAN STREET
SUITE 600
CARMEL, INDIANA 46232
(317) 844-9666
(Address, including zip code, and telephone number,
of registrant's principal executive offices)
ANACOMP, INC.
1996 RESTRUCTURE RECOGNITION INCENTIVE PLAN
1996 LONG-TERM INCENTIVE PLAN
1996 STOCK OPTIONS TO NON-EMPLOYEE DIRECTORS
1996 NON-EMPLOYEE DIRECTOR STOCK OPTION PLAN
1997 QUALIFIED EMPLOYEE STOCK PURCHASE PLAN
(Full title of the plans)
GEORGE C. GASKIN Copy to:
ANACOMP, INC.
2115 MONROE DRIVE, N.E. LAURA G. THATCHER
ATLANTA, GA 30324 ALSTON & BIRD
(404) 876-3361 1201 WEST PEACHTREE STREET, N.W.
(Name, address, including zip code, ATLANTA, GEORGIA 30309-3424
and telephone number, including (404) 881-7546
area code, of agent for service)
--------------------
(Continued on following page)
<PAGE> 2
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
============================================================================================================================
Proposed Proposed
Maximum Maximum
Title of Securities Amount to Offering Price Aggregate Amount of
to be Registered be Registered (1) Per Share (2) Offering Price (2) Registration Fee
- ----------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Common Stock, $.01 par value 947,500 $ 4.63 $ 4,386,925.00 $1,329.37
99,050 $8.1563 $ 807,881.52 $ 244.81
1,136 $8.1563 $ 9,265.56 $ 2.81
190,679 $ 7.95 $ 1,515,898.05 $ 459.36
1,259,321 $8.1563 $10,271,399.87 $3,112.55
30,000 $ 8.50 $ 255,000.00 $ 77.27
25,000 $8.1563 $ 203,907.50 $ 61.79
500,000 $8.1563 $ 4,078,150.00 $1,235.80
--------- -------------- ---------
3,052,686 $21,528,427.49 $6,523.77
========= ============== =========
- ----------------------------------------------------------------------------------------------------------------------------
</TABLE>
(1) This registration statement covers (i) 947,500 shares of Common Stock
that may be acquired pursuant to the exercise of options outstanding
under the registrant's 1996 Restructure Recognition Incentive Plan,
(ii) 99,050 shares of Common Stock outstanding as awards of restricted
stock under the registrant's 1996 Restructure Recognition Incentive
Plan and are offered for the account of certain selling stockholders
pursuant to the reoffer prospectus filed as an exhibit to this
registration statement, (iii) 1,136 shares that may be issued upon
exercise or grant of additional awards under the registrant's 1996
Restructure Recognition Plan, (iv) 190,679 shares of Common Stock that
may be acquired pursuant to the exercise of options outstanding under
the registrant's 1996 Long-Term Incentive Plan, (v) 1,259,321 shares
that may be issued upon exercise or grant of additional awards under
the registrant's 1996 Long-Term Incentive Plan, (vi) 30,000 shares
that may be acquired pursuant to the exercise of options granted to
six non-employee directors of the registrant, (vii) 25,000 shares that
may be acquired by non-employee directors of the registrant pursuant
to the exercise of options granted in lieu of cash annual retainers
pursuant to the registrant's 1996 Non-Employee Director Stock Option
Plan, (viii) 500,000 shares that may be purchased by the registrant's
employees pursuant to its 1997 Qualified Employee Stock Purchase Plan,
and (ix) any additional shares that may hereafter become issuable as a
result of the adjustment and anti-dilution provisions of such plans.
(2) The offering prices for the 947,500 shares subject to options
currently outstanding under the 1996 Restructure Recognition Incentive
Plan are the applicable option exercise price of $4.63 per share. The
offering prices for the 190,679 shares subject to options currently
outstanding under the 1996 Long-Term Incentive Plan are the applicable
option exercise price of $7.95 per share. The offering prices for the
30,000 shares subject to options granted on November 15, 1996 to the
registrant's non-employee directors are the applicable option exercise
price of $8.50 per share. The offering prices for the other shares
covered by this registration statement are estimated solely for
purposes of calculating the registration fee in accordance with Rule
457(h), based on the average of the high and low sales prices of the
Common Stock reported on the Nasdaq National Market on December 26,
1996.
<PAGE> 3
PART I
INFORMATION REQUIRED IN THE SECTION 10(A) PROSPECTUS
The documents constituting Part I of this registration statement will
be sent or given to participants in the registrant's 1996 Restructure
Recognition Incentive Plan, 1996 Long-Term Incentive Plan, 1996 Stock Option
Awards to Non-Employee Directors, 1996 Non-Employee Director Stock Option Plan,
and 1997 Qualified Stock Employee Purchase Plan (the "Plans") as specified by
Rule 428(b)(1) under the Securities Act of 1933, as amended (the "Securities
Act").
PART II
INFORMATION REQUIRED IN REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
The following documents are incorporated by reference into this
registration statement and are deemed to be a part hereof from the date of the
filing of such documents:
(1) The Corporation's Annual Report on Form 10-K for the fiscal
year ended September 30, 1996.
(2) All other reports filed by the Corporation pursuant to Section
13(a) or 15(d) of the Exchange Act, since September 30, 1996.
(3) The description of common stock contained in the Corporation's
registration statement filed under Section 12 of the Exchange Act, including
all amendments or reports filed for the purpose of updating such description.
(4) All other documents subsequently filed by the Corporation
pursuant to Section 13(a), 13(c), 14 and 15(d) of the Exchange Act prior to the
filing of a post-effective amendment which indicates that all securities
offered have been sold or which deregisters all securities then remaining
unsold, shall be deemed to be incorporated by reference herein and to be a part
hereof from the date of filing of such documents.
Any statement contained in a document incorporated or deemed
incorporated herein by reference shall be deemed to be modified or superseded
for the purpose of this registration statement to the extent that a statement
contained herein or in any subsequently filed document which also is, or is
deemed to be, incorporated herein by reference 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 registration
statement.
ITEM 4. DESCRIPTION OF SECURITIES
Not Applicable.
II-1
<PAGE> 4
ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL
The validity of the Common Stock registered hereby has been passed
upon for the Corporation by Suzanne S. Bellamy, Associate Corporate Counsel,
an employee of the corporation.
ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS
Chapter 37 of the Indiana Business Corporation Law (the "Corporation
Law") and the Amended and Restated Articles of Incorporation of the Corporation
provide for or permit indemnification of directors and officers of the
Corporation 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 or
as to action in any other capacity while holding such office.
Article VIII, Section 5, of the Corporation's Amended and 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 held
personally liable.
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED
Pursuant to the registrant's 1996 Restructure Recognition Incentive
Plan, 99,050 shares of restricted stock were granted without consideration to
the Selling Stockholders, for whom a reoffer prospectus is filed with this
registration statement. Such transaction was not a sale of securities within
the meaning of Section 2(3) of the 1993 Act. Consequently, no exemption from
registration was required.
ITEM 8. EXHIBITS
The exhibits included as part of this registration statement are as
follows:
Exhibit Number Description
4.1 Amended and Restated Articles of
Incorporation of the Registrant (previously
filed and incorporated by reference to the
Corporation's Form 8-K filed with the
Securities and Exchange Commission on June
19, 1996 (File No. 1-8328)).
II-2
<PAGE> 5
4.2 Amended and Restated Bylaws of the Registrant
(previously filed and incorporated by
reference to the Corporation's Form 8-K filed
with the Securities and Exchange Commission
on June 19, 1996 (File No. 1-8328)).
5 Opinion of Counsel as to the legality of the
securities being registered.
23.1 Consent of Counsel (contained in the opinion
filed as Exhibit 5 hereof).
23.2 Consent of Arthur Andersen LLP.
24 Power of Attorney pursuant to which
amendments to this registration statement may
be filed (included on the signature page
contained in Part II hereof).
99 Reoffer Prospectus prepared in accordance
with the requirements of Part I of Form S-3.
ITEM 9. 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 reflect in the prospectus any facts or
events arising after the effective date of this 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) above do
not apply if 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 Section
15(d) of the Securities Exchange Act of 1934 that are incorporated by reference
in this registration statement.
II-3
<PAGE> 6
(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 being
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 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 this
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 under the
Securities Act of 1933 may be permitted to directors, officers and controlling
persons of the Registrant pursuant to the Registrant's articles of
incorporation, bylaws, or otherwise, the Registrant has been advised that in
the opinion of the Securities and Exchange Commission such indemnification is
against public policy as expressed in the Securities Act of 1933 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.
(signatures on following page)
II-4
<PAGE> 7
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as
amended, the registrant certifies that it has reasonable grounds to believe
that it meets all of the requirements for filing on Form S-8 and has duly
caused this registration statement to be signed on its behalf by the
undersigned, thereunto duly authorized, in the City of Indianapolis, State of
Indiana, on December 10, 1996.
ANACOMP, INC.
By: /s/ P. LANG LOWREY, III
-------------------------------------
P. Lang Lowrey, III
President, Chief Executive Officer,
and Chairman of the Board
Know All Men By These Presents, that each person whose signature
appears below constitutes and appoints P. Lang Lowrey III, Donald L. Viles and
George C. Gaskin, and each of them, his or her true and lawful
attorneys-in-fact and agents, with full power of substitution and
resubstitution, for him or her and in his or her name, place and stead, in any
and all capacities, to sign any and all amendments (including post-effective
amendments) to this registration statement, and to file the same, with all
exhibits thereto, and other documents in connection therewith, with the
Securities and Exchange Commission, granting unto said attorneys-in-fact and
agents, and each of them, full power and authority to do and perform each and
every act and thing requisite and necessary to be done, as fully and to all
intents and purposes as he or she might or could do in person, hereby ratifying
and confirming all that said attorneys-in-fact and agents, or any of them, or
his or her substitute or substitutes, may lawfully do or cause to be done by
virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, as
amended, this registration statement has been signed by the following persons
in the capacities indicated on the 10th day of December, 1996.
Signature Capacity
/s/ P. LANG LOWREY, III President, Chief Executive Officer, and
- ------------------------------- Chairman of the Board
P. Lang Lowrey, III (Principal Executive Officer)
II-5
<PAGE> 8
/s/ DONALD L. VILES Executive Vice President and
- ------------------------------- Chief Financial Officer
Donald L. Viles (Principal Financial and Accounting Officer)
/s/ TALTON R. EMBRY Director
- -------------------------------
Talton R. Embry
/s/ DARIUS W. GASKINS, JR. Director
- -------------------------------
Darius W. Gaskins, Jr.
/s/ JAY P. GILBERTSON Director
- -------------------------------
Jay P. Gilbertson
/s/ RICHARD D. JACKSON Director
- -------------------------------
Richard D. Jackson
/s/ GEORGE A. POOLE, JR. Director
- -------------------------------
George A. Poole, Jr.
/s/ LEWIS SOLOMON Director
- -------------------------------
Lewis Solomon
II-6
<PAGE> 9
EXHIBIT INDEX
TO
REGISTRATION STATEMENT ON FORM S-8
Exhibit Number Description
4.1 Amended and Restated Articles of
Incorporation of the Registrant
(previously filed and incorporated by
reference to the Corporation's Form 8-K
filed with the Securities and Exchange
Commission on June 19, 1996 (File No.
1-8328)).
4.2 Amended and Restated Bylaws of the
Registrant (previously filed and
incorporated by reference to the
Corporation's Form 8-K filed with the
Securities and Exchange Commission on
June 19, 1996 (File No. 1-8328)).
5 Opinion of Counsel as to the legality
of the securities being registered.
23.1 Consent of Counsel (contained in the
opinion filed as Exhibit 5 hereof).
23.2 Consent of Arthur Andersen LLP.
24 Power of Attorney pursuant to which
amendments to this registration
statement may be filed (included on the
signature page contained in Part II hereof).
99 Reoffer Prospectus prepared in accordance
with the requirements of Part I of Form S-3.
<PAGE> 1
Exhibit 5
Opinion of Counsel
<PAGE> 2
December 30, 1996
Anacomp, Inc.
11550 North Meridian Street
Suite 600
Carmel, Indiana 46232
Re: Form S-8 Registration Statement of Anacomp, Inc. --
1996 Restructure Recognition Incentive Plan
1996 Long-Term Incentive Plan
1996 Stock Option Awards to Non-Employee Directors
1997 Qualified Employee Stock Purchase Plan
1996 Non-Employee Director Stock Option Plan
(collectively, the "Plans")
Ladies and Gentlemen:
The undersigned has served as counsel to Anacomp, Inc., an Indiana
corporation (the "Corporation"), in connection with the referenced registration
statement on Form S-8 (the "Registration Statement") being filed by the
Corporation with the Securities and Exchange Commission (the "Commission")
under the Securities Act of 1933, as amended, and covering 3,052,686 shares of
the Corporation's common stock, $0.01 par value ("Common Stock"), that have
been or may hereafter be purchased or issued upon the grant or exercise of
awards pursuant to the Plans. This Opinion Letter is rendered pursuant to Item
8 of Form S-8 and Item 601(b)(5) of Regulation S-K.
In the capacity described above, I have considered such matters of law
and of fact, including the examination of originals or copies, certified or
otherwise identified to my satisfaction, of such records and documents of the
Corporation, certificates of public officials and such other documents as I
have deemed appropriate as a basis for the opinion hereinafter set forth.
Based upon the foregoing, it is my opinion that the 3,052,686 shares
of Common Stock covered by the Registration Statement and issued or to be sold
or issued upon the grant or exercise of awards pursuant to the Plans, are, and
when issued accordance with the terms and conditions of the respective Plans
will be, legally and validly issued, fully paid and nonassessable.
I hereby consent to the filing of this opinion as an exhibit to the
Registration Statement and further consent to the use of my name wherever
appearing in the Registration Statement.
Sincerely,
/s/ SUZANNE S. BELLAMY
---------------------------
Suzanne S. Bellamy
Associate Corporate Counsel
<PAGE> 1
Exhibit 23.2
Consent of Independent Public Accountants
<PAGE> 2
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 15, 1996
included in Anacomp, Inc.'s Form 10-K for the four months ended September 30,
1996, the eight months ended May 31, 1996, and the twelve months ended
September 30, 1995 and 1994, and to all references to our Firm included in this
registration statement.
Arthur Andersen LLP
Indianapolis, Indiana
December 30, 1996
<PAGE> 1
Exhibit 99
Reoffer Prospectus
Prepared in Accordance with the Requirements of Item I of Form S-3
<PAGE> 2
PROSPECTUS
ANACOMP, INC.
99,050 SHARES
COMMON STOCK
This prospectus relates to 99,050 shares (the "Shares") of common
stock, $.01 par value per share (the "Common Stock"), of Anacomp, Inc., an
Indiana corporation (the "Corporation"). All of these Shares were acquired by
certain stockholders (the "Selling Stockholders") from the Corporation on
August 22, 1996 in connection with the grant of restricted stock awards
pursuant to the Anacomp, Inc. 1996 Restructure Recognition Incentive Plan (the
"Recognition Plan"). See "Selling Stockholders" below. The Selling
Stockholders may be deemed to be "underwriters" within the meaning of the
Securities Act of 1933, as amended (the "Securities Act"). See "Sale of
Shares" below.
All or a portion of the Shares may be offered by the Selling
Stockholders from time to time (i) in transactions on the Nasdaq National
Market, (ii) in negotiated transactions, or (iii) a combination of such methods
of sale, at fixed prices, which may be changed, at market prices prevailing at
the time of sale, at prices related to such prevailing market prices, or at
negotiated prices. The Selling Stockholders may effect such transactions by
selling the Shares to or through broker-dealers, and such broker-dealers may
receive compensation in the form of discounts, concessions or commissions from
the Selling Stockholders and/or the purchasers of the Shares for whom such
broker-dealers may act as agents or to whom they sell as principals, or both
(which compensation as to a particular broker-dealer might be in excess of
customary compensation). See "Selling Stockholders" and "Sale of Shares" below.
None of the proceeds from the sale of the Shares by the Selling
Stockholders will be received by the Corporation. The Corporation has agreed
to bear all expenses in connection with the registration of the Shares being
offered by the Selling Stockholders.
The Common Stock is traded in the Nasdaq National Market under the
symbol "ANCO". On December 26, 1996, the last sale reported for the Common
Stock on the Nasdaq National Market was $8.125 per share.
--------------------------------
PROSPECTIVE INVESTORS SHOULD CONSIDER CAREFULLY THE INFORMATION
DISCUSSED UNDER THE CAPTION "RISK FACTORS," WHICH CAN BE FOUND ON PAGE 4.
--------------------------------
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES AND
EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION NOR HAS THE
SECURITIES AND EXCHANGE COMMISSION OR ANY STATE SECURITIES
COMMISSION PASSED UPON THE ACCURACY OR ADEQUACY OF
THIS PROSPECTUS. ANY REPRESENTATION TO THE
CONTRARY IS A CRIMINAL OFFENSE.
The date of this Prospectus is December 31, 1996
<PAGE> 3
AVAILABLE INFORMATION
Anacomp, Inc. (the "Corporation") has filed a Registration Statement
on Form S-8 (together with all amendments and exhibits filed or to be filed in
connection therewith, the "Registration Statement") under the Securities Act of
1933, as amended (the "Securities Act"), with respect to the Common Stock
offered hereby. This Prospectus does not contain all the information set forth
in the Registration Statement, certain parts of which are omitted in accordance
with the rules and regulations of the Securities and Exchange Commission (the
"Commission"). Statements contained herein concerning the provisions of
documents are necessarily summaries of such documents, and each statement is
qualified in its entirety by reference to the copy of the applicable document
filed with the Commission.
The Corporation 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 Commission. Such reports, proxy statements and other information can
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 7 World Trade Center, Suite 1300,
New York, New York 10048 and 500 West Madison Street, Suite 1400, Chicago,
Illinois 60661. Copies of such materials can also be obtained from the Public
Reference Section of the Commission at 450 Fifth Street, N.W., Washington, D.C.
20549, at prescribed rates. The Commission maintains a Web site that contains
reports, proxy and information statements and other information regarding
registrants such as the Corporation, that file electronically with the
Commission. Such reports, proxy and information statements and other
information may be found at the Commission's site address: http://www.sec.gov.
The Common Stock is listed on the Nasdaq National Market under the symbol
"ANCO" and such reports, proxy statements and other information concerning the
Corporation are available for inspection at the office of the National
Association of Securities Dealers, Inc., 1735 K Street, N.W., Washington, D.C.
20006.
The Corporation will provide, without charge, to each person to whom a
copy of this Prospectus is delivered, including any beneficial owner, upon
written or oral request of such person, a copy of any or all of the documents
incorporated by reference herein (other than exhibits to such documents, unless
such exhibits are specifically incorporated by reference into the information
that the Prospectus incorporates). Such requests should be addressed to:
Suzanne S. Bellamy, Anacomp, Inc., 11550 North Meridian Street, Suite 600,
Carmel, Indiana 46232; telephone number (317) 844-9666.
INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
The following documents are incorporated by reference into this
Prospectus and are deemed to be a part hereof from the date of the filing of
such documents:
(1) The Corporation's Annual Report on Form 10-K for the fiscal
year ended September 30, 1996.
(2) All other reports filed by the Corporation pursuant to Section
13(a) or 15(d) of the Exchange Act, since September 30, 1996.
-2-
<PAGE> 4
(3) The description of common stock contained in the Corporation's
Registration Statement filed under Section 12 of the Exchange Act, including
all amendments or reports filed for the purpose of updating such description.
(4) All other documents subsequently filed by the Corporation
pursuant to Section 13(a), 13(c), 14 and 15(d) of the Exchange Act prior to the
filing of a post-effective amendment to the registration statement to which
this Prospectus relates that indicates that all securities offered have been
sold or that deregisters all securities that remain unsold.
Any statement contained in a document incorporated or deemed
incorporated herein by reference shall be deemed to be modified or superseded
for the purpose of this Prospectus to the extent that a statement contained
herein or in any subsequently filed document which also is, or is deemed to be,
incorporated herein by reference 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 CORPORATION
The Corporation is the world's leading full-service provider of
micrographics systems, services and supplies, with over 15,000 customers in
more than 65 countries, as well as the world's largest provider of Computer
Output Microfilm (COM) solutions for image and information management.
Micrographics is the conversion of information stored in digital form or on
paper to microfilm or microfiche, and COM converts textual and graphical
information at high speed directly from a computer or magnetic tape to
microfilm or microfiche. The Corporation is also a leading provider of
half-inch magnetic tape products for large computing systems.
The Corporation offers a full range of micrographics services and
supplies, including (i) micrographics processing services to customers on an
outsourcing basis through it 44 data service centers nationwide, (ii)
micrographics systems for users who perform their own data conversion, (iii)
consumable supplies and equipment for micrographics systems, and (iv)
maintenance services for micrographics equipment. It is a major manufacturer
and distributor of computer tape products used by data processing operations,
including open reel tape, 3480 tape cartridges and 3490E tape cartridges. The
Corporation is also a pioneer in providing out source services in its centers
for the processing and storage of information for subsequent retrieval on
compact recordable disc (CD-R) media.
On June 4, 1996, the Company emerged from bankruptcy proceedings under
its Third Amended Joint Plan of Reorganization. On that date, the Company
canceled its existing secured debt and subordinated debt and its equity
securities and distributed to its creditors approximately $22.0 million in
cash, $112.2 million principal amount of its 11-5/8% Senior Secured Notes due
1999 (the "Senior Secured Notes"), $160.0 million principal amount of its 13%
Senior Subordinated Notes due 2002 (the "Senior Subordinates Notes"), 10.0
million shares of new common stock, par value $.01 per share, and warrants to
purchase 362,694 shares of common stock at a price of $12.23 per share for a
period of five years from June 4, 1996.
The principal executive offices of the Corporation are located at
11550 North Meridian Street, Suite 600, Carmel, Indiana 46232; and the
Corporation's telephone number at this location is (317) 844-9666.
-3-
<PAGE> 5
RISK FACTORS
Prospective investors should carefully review the information set
forth below, together with the information and financial data set forth
elsewhere in this Prospectus, before making an investment decision.
ADVERSE EFFECT OF GROWTH OF ALTERNATE TECHNOLOGIES. Revenues for the
Corporation's micrographics services and products, including micrographics
service revenues, COM system revenues, maintenance service revenues and
micrographics equipment and supplies revenues, have been adversely affected for
each of the past four fiscal years and could in the future be substantially
adversely affected by, among other things, the increasing use of digital
technology.
The effect of digital and other technologies on the demand for
micrographics depends, in part, on the extent of technological advances and
cost decreases in such technologies. The recent trend of technological
advances and attendant price declines in digital systems and products is
expected to continue. As a result, in certain instances, potential
micrographics customers have deferred, and may continue to defer, investments
in micrographics systems (including the Corporation's XFP 2000 system) and the
utilization of micrographics data service centers while evaluating the
abilities of digital and other technologies.
The continuing development of local area computer networks and similar
systems based on digital technologies has resulted and will continue to result
in many Corporation customers changing their use of micrographics from data
storage and retrieval to primarily archival use. The Corporation believes this
is at least part of the reason for the declines in the past three fiscal years
in both sales and prices of the Corporation's duplicate film, readers and
reader/printers. The Corporation's service centers also are producing fewer
duplicate microfiche per original for customers, reflecting this use of
micrographics primarily for storage. The rapidly changing data storage and
management industry also has resulted in intense price competition in certain
of the Corporation's markets, particularly micrographics services. The
Corporation's operating income as a percentage of revenue was 7.4% in fiscal
1996 compared to 7% in fiscal 1995, 13.4% in fiscal 1994 and 15% in 1993.
Therefore, the Corporation has been and expects to continue to be
impacted adversely by the decline in the market for COM services, the high
fixed costs and declining market for COM systems and the attendant reduction in
equipment and supplies. The Corporation's revenues for maintenance of COM
systems have declined in part because of efficiencies associated with the
Corporation's XFP 2000 systems but are expected to decline in the event of
lesser use and fewer sales of COM systems. The growth of alternate
technologies has created consolidation in the micro graphics industry. To the
extent consolidation in the micrographics industry has the effect of causing
major providers of micrographics services and products to cease providing such
services and products, the negative trends in the industry, such as competition
from alternate technologies described above, may accelerate.
DECLINES IN REVENUES AND PROFITS. As a result of the rapidly changing
nature of the data storage and management industry, the Corporation has
experienced declining or flat revenues in each of the last five fiscal years.
Revenues for fiscal 1995 decreased $32.2 million from 1994 and revenues
decreased $105 million for fiscal 1996 from 1995. The $105 million decrease is
primarily due to the sale, discontinuance and downsizing of certain product
lines, as well as lower COM services and systems revenues. Fiscal 1994
revenues decreased $29.1 million from 1993,
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<PAGE> 6
and 1993 revenues decreased $42.6 million compared to the prior year,
excluding, in each case, acquisitions made by the Corporation during such
fiscal year.
The Corporation has used acquisitions in the past to try to offset
declining micrographics services revenues and to increase market share. The
Corporation is expected to depend, in part, on acquisitions to try to increase
market share, and there can be no assurance that the Corporation will be able
to effect any such further acquisitions. Acquisitions generally have been of
companies in markets in which the Corporation already competes. The
Corporation's substantial leverage limits the amount of cash flow available for
investment. The indenture for the Senior Secured Notes and the terms of the
Corporation's other indebtedness restrict the Corporation's ability to make
acquisitions. See "Substantial Leverage."
VARIATION FROM REORGANIZATION PLAN PROJECTIONS. Fiscal 1996 revenue
and income were lower than fiscal 1996 revenue and income projected in
connection with the Corporation's reorganization because of, among other
things, the decline in COM services and systems revenues and the increase in
competition for such services and systems by alternate technologies, the
introduction of new products and services at a slower rate than expected, as
well as the impact of the Corporation's being in reorganization proceedings.
The Corporation does not generally publish its business plans and strategies or
make external projections of its anticipated financial positions or results of
operations, and did so only in the context of its reorganization proceedings.
The Corporation does not intend to update or otherwise revise any such
financial projections to reflect circumstances existing after the date the
projections were included in the disclosure statement in connection with the
Corporation's reorganization or to reflect the occurrence of unanticipated
events, even in the event the assumptions underlying the projections are shown
to be in error or false or misleading by reason of subsequent events. Any such
financial projections should not be relied on for any purpose.
QUARTERLY EARNINGS FLUCTUATIONS. Historically, the Corporation has
operated without a backlog for its COM systems. Sales of the Corporation's COM
systems, including its XFP 2000 systems, vary significantly from quarter to
quarter depending on various factors, including the level and timing of orders
and shipments, customer requirements, the mix of product features selected and
pricing changes, some of which are not within the control of the Corporation.
Additionally, as is the case with many technology companies, a significant
portion of the Corporation's sales of its COM systems typically occurs in the
last few weeks of a quarter. As a result, the Corporation's COM systems
revenues may shift from one quarter to the next, having a significant effect on
reported results, and quarterly revenues and reported results cannot be
accurately estimated even a few weeks prior to the end of a quarter.
DEPENDENCE OF VALUES ON ESTIMATES OF FUTURE PERFORMANCE. The
Corporation's financial statements for the eight months ended May 31, 1996 and
the four months ended September 30, 1996 have been prepared in accordance with
the requirements of AICPA Statement of Position 90-7, "Financial Reporting by
Entities in Reorganization Under the Bankruptcy Code" ("SOP 90-7"), referred to
as "fresh-start" reporting. SOP 90-7 requires a determination of the
Corporation's reorganization value, which is the estimated fair value of the
reorganized entity as a going concern at the time it emerges from bankruptcy.
The Corporation's estimate of its reorganization value is based on a number of
assumptions, including the assumptions upon which the Corporation's estimates
of future operating results are based. The valuation necessarily assumes that
the Corporation will achieve the estimates of future operating results in all
material respects. If these results are not achieved, the resulting values
could be materially different.
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<PAGE> 7
NON-COMPARABILITY OF HISTORICAL FINANCIAL STATEMENTS. The
Corporation's historical financial statements prior to the date the Plan of
Reorganization was consummated are not comparable to financial statements after
such date as a result of the application of "fresh-start" reporting, and,
therefore, are not indicative of the Corporation's future performance.
AVAILABILITY AND PRICE OF POLYESTER AND CERTAIN OTHER SUPPLIES.
Polyester is the basic raw material for the Corporation's duplicate film and
magnetics products. Large increases in the price of polyester are likely to
affect the Corporation's operating margins adversely as the maturity of the
Corporation's markets makes it difficult to effect price increases. Increased
polyester prices also could result in the loss of certain customers. Pursuant
to the terms of a supply agreement between the Corporation and SKC Limited and
SKC America, Inc. (collectively, "SKC"), the Corporation purchases all of its
duplicate microfilm and most of its base polyester products from SKC. The
agreement contains provisions relating to price which, if strictly followed,
would be burdensome to the Corporation. Accordingly, the Corporation has
sought in the past to negotiate pricing outside the terms of the agreement.
The Agreement provides that magnetics-based polyester will be sold at
negotiated fair market value. There can be no assurances the Corporation will
be successful in such negotiations in the future.
Certain third parties are the sole suppliers of some of the
Corporation's raw materials and products. In addition to SKC, as described
above, Kodak supplies to the Corporation on an exclusive basis a proprietary,
patented film canister used in the Corporation's XFP 2000 COM recorder and
supplies to the Corporation substantially all of the Corporation's requirements
for original microfilm for earlier-generation COM recorders. Any disruption in
the supply relationship between the Corporation and such suppliers could result
in delays or reductions in product shipments or increases in product costs that
adversely affect the Corporation's operating results in any given period. In
the event of any such disruption, there can be no assurance that the
Corporation could develop alternative sources at acceptable prices and within
reasonable times.
NEW PRODUCTS. The Corporation is attempting to introduce new
information storage and delivery products, certain of which will incorporate
digital technologies. The Corporation historically has not been successful in
introducing new micrographics products and services, and the Corporation has
limited experience in the manufacture, sale or marketing of these new products
and services, especially those incorporating new digital technologies.
However, the Corporation is relying on such new products and services to
generate significant cash flows in the future.
These products and services currently are being introduced and,
accordingly, have limited or no revenues to date. The markets for such new
products and services are very competitive, and there can be no assurances that
the Corporation's products and services will achieve market acceptance. The
Corporation currently is in the process of reeducating and refocusing its sales
force to sell its new products and services, as well as its more traditional
COM products and services, and there can be no assurance that this will be
successfully achieved. The Corporation intends to hire limited numbers of new
sales personnel to help sell certain of its digital products and services, but
needs to rely on its existing sales force to grow the business after its
introduction. In addition, it is unclear the extent to which the Corporation
will be able to maintain technological support for such new products. The
Corporation's substantial leverage also may hinder the development and
deployment of new technologies. See "Substantial Leverage."
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<PAGE> 8
INTERNATIONAL. The Corporation's financial results are dependent in
part on its international operations, which represented 32% of revenues for
fiscal 1995 and 32% of revenues for fiscal 1996. The Corporation expects that
its international operations will continue to be a significant portion of the
Corporation's business as the Corporation seeks to expand its international
presence. However, the Corporation's international operations have focused
largely on sales of COM systems and related equipment and supplies, and its is
unclear the extent to which the Corporation will be able to introduce related
COM services and other products and services. Also, certain risks are inherent
in international operations, including exposure to currency fluctuations. From
time to time in the past, the Corporation's financial results have been
affected both favorably and unfavorably by fluctuations in currency exchange
rates. Unfavorable fluctuations in currency exchange rates also may have an
adverse impact on the Corporation's revenues and operating results. The
Corporation does not currently enter into hedging arrangements, although it may
do so in the future.
SUBSTANTIAL LEVERAGE. The Corporation has significant debt service
obligations. The ability of the Corporation to meet its debt service and other
obligations will depend upon its future performance and is subject to
financial, economic and other factors, some of which are beyond its control.
In the event that internally generated funds are not sufficient to
fund the Corporation's capital expenditures and its debt service obligations,
the Corporation would be required to raise additional funds through the sale of
equity securities, the refinancing of all or part of its indebtedness or the
sale of assets. Each of these alternatives is dependent upon financial,
business and other general economic facts affecting the Corporation, many of
which are beyond the control of the Corporation, and there can be no assurance
that any such alternatives would be available to the Corporation, it at all, on
satisfactory terms. While the Corporation believes that cash flow generated by
operations will provide adequate sources of long-term liquidity, a significant
drop in operating cash flow resulting from economic conditions, competition or
other uncertainties beyond the Corporation's control could increase the need
for refinancing or new capital.
The indenture governing the Senior Secured Notes (the "Senior Secured
Indenture") and the indenture governing the Senior Subordinated Notes (the
"Senior Subordinated Indenture") impose restrictions on the operations and
activities of the Corporation. The most significant restrictions relate to
debt incurrence, investments, sales of assets and cash distributions by the
Corporation. The failure to comply with any of these restrictions could result
in an event of default under the Senior Secured Indenture or Senior
Subordinated Indenture.
CERTAIN ANTI-TAKEOVER PROVISIONS. The Corporation's Amended and
Restated Articles of Incorporation and By-Laws contain certain provisions that
may discourage persons from attempting to acquire control of the Corporation.
Such provisions, as well as the provisions of Chapter 43 of the Indiana
Business Corporation Law (to which the Corporation is subject), could impede a
merger, consolidation, takeover or other business combination involving the
Corporation or discourage a potential acquiror from making a tender offer or
otherwise attempting to obtain control of the Corporation. In certain
circumstances, the fact that corporate devices are in place that will inhibit
or discourage takeover attempts could reduce the market value of the Common
Stock.
Magten Asset Management Corp., on behalf of its investment advisory
client accounts ("Magten"), Franklin Resources, Inc., and Merrill Lynch & Co.,
Inc., each own more than 10% of
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<PAGE> 9
the Common Stock. Each of these companies acquired its ownership interest with
the approval of the Board of Directors. Thus, each company is not subject to
the proscriptions of Chapter 43 of the Indiana Business Corporation Law, which
otherwise would restrict business combinations with any interested party,
including a 10% or greater shareholder.
DIVIDEND RESTRICTIONS AND TRADING MARKET RISKS. The Corporation does
not anticipate paying dividends on the Common Stock in the foreseeable future.
Further, the Corporation will be restricted under the Senior Secured Indenture
and the Senior Subordinated Indenture in its ability to pay dividends. In
addition, ownership of a substantial number of shares of Common Stock may be
concentrated in a relatively small number of holders. Sales of or offers to
sell a substantial number of shares of Common Stock, or the perception by
investors, investment professionals and securities analysts of the possibility
of such sales, could adversely affect the market for and price of the Common
Stock.
SELLING STOCKHOLDERS
The Shares offered hereby are owned and offered for the account of the
Selling Stockholders. The Shares represent Common Stock of the Corporation
granted to the Selling Stockholders on August 22, 1996 under the Anacomp, Inc.
1996 Restructure Recognition Incentive Plan. Each of the Selling Stockholders
is a non-affiliate of the Corporation. No Selling Shareholder holds one
percent or more of the shares under this Registration Statement, nor 1,000 or
more shares under this Registration Statement.
PLAN OF DISTRIBUTION
The Shares may be sold from time to time by any of the Selling
Stockholders, or by pledgees, donees, transferees or other successors in
interest. Such sales may be made on the Nasdaq National Market or such other
national securities exchange or automated interdealer quotation system on which
shares of Common Stock are then listed, through negotiated transactions or
otherwise at prices and at terms then prevailing or at prices related to the
then current market price or in negotiated transactions. The Shares may be
sold in one or more of the following: (a) ordinary brokerage transactions and
transactions in which the broker solicits purchasers; (b) purchases by a broker
or dealer as principal and resale by such broker or dealer for its account
pursuant to this Prospectus; (c) a block trade in which the broker or dealer so
engaged will attempt to sell the Shares as agent but may position and resell a
portion of the block as principal to facilitate the transaction; (d) an
exchange distribution in accordance with the rules of such exchange; and (e)
through the writing of options on the Shares. The Selling Stockholders must
effect such transactions by notifying the Corporation in advance of any
intended transaction in order for the Corporation to determine compliance with
applicable federal and state securities laws, and then upon receipt of notice
from the Corporation that such transaction may proceed, by selling the Shares
only to or through brokers or dealers. If necessary, a supplemental prospectus
which describes the method of sale in greater detail may be filed by the
Corporation with the Commission pursuant to Rule 424(c) under the 1933 Act
under certain circumstances. In effecting sales, brokers or dealers engaged by
the Selling Stockholders and/or the purchasers of the Shares may arrange for
other brokers or dealers to participate. Brokers or dealers will receive
commissions, concessions or discounts from the Selling Stockholders and/or the
purchasers of the Shares in amounts to be negotiated prior to the sale. In
addition, any Shares covered by this Prospectus which qualify for sale pursuant
to Rule 144 under the 1933 Act may be sold under Rule 144 rather than pursuant
to this Prospectus.
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<PAGE> 10
The Corporation will bear all expenses in connection with the
registration and sale of the Shares, other than commissions, concessions or
discounts to brokers or dealers and fees and expenses of counsel or other
advisors to the Selling Stockholders.
The Selling Stockholders and any broker or dealer who acts in
connection with the sale of the Shares hereunder may be deemed to be
"underwriters" within the meaning of Section 2(11) of the 1933 Act, and any
compensation received by them and any profit on any resale of the Shares as
principals might be deemed to be underwriting discounts and commissions under
the 1933 Act.
In recognition of the fact that the Selling Stockholders, even though
acquiring the Shares with no view towards distribution, may wish to be legally
permitted to sell all or a portion of their Shares when they deem appropriate,
the Corporation has filed with the Commission a Registration Statement on Form
S-8 under the Securities Act with respect to the resale of the Shares from time
to time on the Nasdaq National Market or in negotiated transactions, and has
agreed to prepare and file such amendments and supplements to the Registration
Statement as may be necessary to keep the Registration Statement effective
until all the Shares offered hereby have been sold pursuant thereto or until
such Shares are no longer, by reason of Rule 144(k) under the Securities Act or
any other rule of similar effect, required to be registered for the sale
thereof by the Selling Stockholders. This Prospectus forms a part of such
Registration Statement.
LEGAL OPINIONS
A legal opinion to the effect that the Shares offered hereby by the
Selling Stockholders are validly issued, fully paid and non-assessable has been
rendered by Suzanne S. Bellamy, Associate Corporate Counsel to the Corporation.
EXPERTS
The consolidated financial statements included in the Corporation's
Annual Report on Form 10-K for the four months ended September 30, 1996, the
eight months ended May 31, 1996, and the twelve months ended September 30, 1995
and 1994 incorporated by reference in this Prospectus, have been audited by
Arthur Andersen LLP, independent public accountants, as indicated in their
reports with respect thereto, and are incorporated herein by reference in
reliance upon the authority of said firm as experts in accounting and auditing
in giving said reports. Reference is made to said reports, which include an
explanatory paragraph with respect to the change in method of accounting for
the measurement of goodwill impairment which is discussed in Note 1 to the
consolidated financial statements.
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<PAGE> 11
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NO DEALER, SALESPERSON OR ANY OTHER PERSON HAS BEEN AUTHORIZED TO GIVE
ANY INFORMATION OR TO MAKE ANY REPRESENTATIONS OTHER THAN THOSE CONTAINED IN
THIS PROSPECTUS IN CONNECTION WITH THE OFFER MADE BY THIS PROSPECTUS, AND, IF
GIVEN OR MADE, SUCH INFORMATION OR REPRESENTATION MUST NOT BE RELIED UPON AS
HAVING BEEN AUTHORIZED BY THE CORPORATION OR THE SELLING STOCKHOLDERS. 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 CORPORATION SINCE THE DATE HEREOF. THIS PROSPECTUS DOES NOT
CONSTITUTE AN OFFER TO SELL, OR A SOLICITATION OF AN OFFER TO BUY, TO ANY
PERSON IN ANY JURISDICTION IN WHICH SUCH OFFER TO SELL OR SOLICITATION IS NOT
AUTHORIZED, OR IN WHICH THE PERSON MAKING SUCH OFFER OR SOLICITATION IS NOT
QUALIFIED TO DO SO, OR TO ANY PERSON TO WHOM IT IS UNLAWFUL TO MAKE SUCH OFFER
OR SOLICITATION.
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TABLE OF CONTENTS
<TABLE>
<CAPTION>
PAGE
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<S> <C>
Available Information ......................................... 2
Incorporation of Certain Documents by Reference ............... 2
The Corporation ............................................... 3
Risk Factors ................................................. 4
Selling Stockholders ......................................... 8
Sale of Shares ............................................... 8
Legal Opinion ................................................. 9
Experts ....................................................... 9
</TABLE>
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99,050 SHARES
ANACOMP, INC.
COMMON STOCK
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P R O S P E C T U S
DECEMBER 31, 1996
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