<PAGE> 1
As filed with the Securities and Exchange Commission on June 11, 1999.
Registration No. 333-_________
===============================================================================
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.)
12365 CROSTHWAITE CIRCLE
POWAY, CALIFORNIA 92064
(619) 679-9797
(Address, including zip code, and telephone number, of registrant's principal
executive offices)
ANACOMP, INC.
AMENDED AND RESTATED 1996 LONG-TERM INCENTIVE PLAN
(Full title of the plan)
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<S> <C>
GEORGE C. GASKIN Copy to:
ANACOMP, INC.
12365 CROSTHWAITE CIRCLE LAURA G. THATCHER
POWAY, CALIFORNIA 92064 ALSTON & BIRD
(619) 679-9797 1201 WEST PEACHTREE STREET, N.W.
(Name, address, including zip code, and telephone number, ATLANTA, GEORGIA 30309-3424
including area code, of agent for service) (404) 881-7546
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--------------------------
CALCULATION OF REGISTRATION FEE
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<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 1,000,000 $17.79 $17,790,000 $4,945.62
- -----------------------------------------------------------------------------------------------------------------------------------
(footnotes on following page)
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(1) This registration statement covers an additional 1,000,000 shares of Common
Stock approved for issuance under the registrant's Amended and Restated
1996 Long-Term Incentive Plan, which shares may be acquired pursuant to the
grant or exercise of awards under such plan, and any additional shares that
may hereafter become issuable as a result of the adjustment and
anti-dilution provisions of such plan.
(2) The offering prices for the 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 June
10, 1999.
<PAGE> 3
PART I
INFORMATION REQUIRED IN THE SECTION 10(A) PROSPECTUS
The documents constituting Part I of this registration statement have
been or will be sent or given to participants in the registrant's Amended and
Restated 1996 Long-Term Incentive Plan (the "Plan") 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, 1998.
(2) All other reports filed by the Corporation pursuant to Section
13(a) or 15(d) of the Exchange Act, since September 30, 1998.
(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.
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<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 Leagre Chandler & Millard LLP, Indianapolis, Indiana.
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 personal
liability for any action taken as a director, 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
Not applicable.
ITEM 8. EXHIBITS
The exhibits listed in the Exhibit Index are included as part of this
registration statement.
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;
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<PAGE> 5
(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.
(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)
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<PAGE> 6
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 Poway, State of California, on June 3, 1999.
ANACOMP, INC.
By: /s/ RALPH W. KOEHRER
---------------------------------------
Ralph W. Koehrer
President, Chief Executive Officer,
and Director
Know All Men By These Presents, that each person whose signature
appears below constitutes and appoints Ralph W. Koehrer, David B. Hiatt 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 3rd day of June, 1999.
Signature Capacity
--------- --------
/s/ RALPH W. KOEHRER President, Chief Executive Officer, and
- ----------------------------------- Director
Ralph W. Koehrer (Principal Executive Officer)
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/s/ DAVID B. HIATT Executive Vice President and
- ---------------------------------------- Chief Financial Officer
David B. Hiatt (Principal Financial and Accounting Officer)
/s/ TALTON R. EMBRY Director
- ----------------------------------------
Talton R. Embry
/s/ DARIUS W. GASKINS Director
- ----------------------------------------
Darius W. Gaskins, Jr.
/s/ JAY P. GILBERTSON Director
- ----------------------------------------
Jay P. Gilbertson
/s/ RICHARD D. JACKSON Co-Chairman of the Board of Directors
- ----------------------------------------
Richard D. Jackson
/s/ GEORGE A. POOLE, JR. Director
- ----------------------------------------
George A. Poole, Jr.
/s/ LEWIS SOLOMON Co-Chairman of the Board of Directors
- ----------------------------------------
Lewis Solomon
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<PAGE> 8
EXHIBIT INDEX
TO
REGISTRATION STATEMENT ON FORM S-8
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Exhibit Number Description
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<S> <C>
4.1 Amended and Restated Articles of
Incorporation of the Registrant (previously
filed and incorporated by reference to the
Corporation's Form 10-Q for the quarter
ended March 31, 1999, filed with the
Securities and Exchange Commission (File No.
1-8328)).
4.2 Amended and Restated Bylaws of the
Registrant (previously filed and
incorporated by reference to the
Corporation's Form 10-Q for the quarter
ended March 31, 1999, filed with the
Securities and Exchange Commission (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).
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EXHIBIT 5
[Letterhead of Leagre Chandler & Millard LLP]
June 3, 1999
Anacomp, Inc.
12365 Crosthwaite Circle
Poway, California 92064
Re: Form S-8 Registration Statement of Anacomp, Inc.
Amended and Restated 1996 Long-Term Incentive Plan
Ladies and Gentlemen:
We have acted as counsel for Anacomp, Inc., an Indiana corporation (the
"Company"), in connection with the referenced Registration Statement on Form S-8
(the "Registration Statement") being filed by the Company with the Securities
and Exchange Commission (the "Commission") under the Securities Act of 1933, as
amended, and covering 1,000,000 shares of the Company's common stock, $0.01 par
value ("Common Stock") that may be offered and sold pursuant to the grant and
exercise of awards under the Anacomp, Inc. Amended and Restated 1996 Long-Term
Incentive Plan (the "Plan"). 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, we have considered such matters of law
and of fact, including the examination of originals or copies, certified or
otherwise identified to our satisfaction, of such records and documents of the
Company, certificates of public officials and such other documents as we have
deemed appropriate as a basis for the opinions hereinafter set forth.
Based upon the foregoing, it is our opinion that the 1,000,000 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 Plan, are, and
when issued in accordance with the terms and conditions of the Plan will be,
legally and validly issued, fully paid and nonassessable.
This Opinion Letter is provided to you for your benefit and for the
benefit of the Commission, in each case, solely with regard to the Registration
Statement, may be relied upon by you and the Commission only in connection with
the Registration Statement, and may not be relied upon by any other person or
for any other purpose without our prior written consent.
<PAGE> 2
We hereby consent to the filing of this opinion as an exhibit to the
Registration Statement and further consent to the use of our name wherever
appearing in the Registration Statement.
Very truly yours,
/s/ Leagre Chandler & Millard LLP
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EXHIBIT 23.2
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 20, 1998,
included in Anacomp, Inc.'s Form 10-K for the year ended September 30, 1998, and
to all references to our Firm included in this registration statement.
ARTHUR ANDERSEN LLP
San Diego, California
June 4, 1999
