AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON JANUARY 13, 2000
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REGISTRATION NO. 333-92105
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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AMENDMENT NO. 1 TO
FORM S-3
REGISTRATION STATEMENT
UNDER THE
SECURITIES ACT OF 1933
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ANACOMP, INC.
(Exact Name of Registrant as Specified in Its Charter)
INDIANA 33-1144230
(State or Other Jurisdiction of (I.R.S. Employer Identification No.)
Incorporation or Organization)
12365 CROSTHWAITE CIRCLE, POWAY, CALIFORNIA 92064
(858) 679-9797
(Address, Including Zip Code, and Telephone Number,
Including Area Code, of Registrant's Principal Executive Offices)
GEORGE C. GASKIN, ESQ.
SENIOR VICE PRESIDENT, GENERAL COUNSEL AND SECRETARY
ANACOMP, INC.
12365 CROSTHWAITE CIRCLE
POWAY, CALIFORNIA 92064
(858) 679-9797
(Name, Address, Including Zip Code, and Telephone Number,
Including Area Code, of Agent For Service)
COPIES TO:
MICHAEL C. RYAN, ESQ.
CADWALADER, WICKERSHAM & TAFT
100 MAIDEN LANE
NEW YORK, NEW YORK 10038
(212) 504-6000
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Approximate date of commencement of proposed sale to the public: At
various times after this Registration Statement becomes effective.
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, check the following box. [x]
If this form is filed to register additional securities for an offering
pursuant to Rule 462(b) under the Securities Act, please check the following box
and list the Securities Act registration statement number of the earlier
effective registration statement for the same offering. [__] _______________
If this form is a post-effective amendment filed pursuant to Rule 462(c)
under the Securities Act, check the following box and list the Securities Act
registration statement number of the earlier effective registration statement
for the same offering. [__] _______________
If delivery of the prospectus is expected to be made pursuant to Rule 434,
please check the following box. [__]
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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 SECTION 8(A), MAY
DETERMINE.
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The information in this prospectus is not complete and may be changed. We may
not sell these securities until the registration statement filed with the
Securities and Exchange Commission is effective. This prospectus is not an
offer to sell these securities and it is not soliciting an offer to buy these
securities in any state where the offer or sale is not permitted.
PRELIMINARY PROSPECTUS SUBJECT TO COMPLETION
THE INFORMATION IN THIS PROSPECTUS
WILL BE AMENDED OR COMPLETED; DATED JANUARY 13, 2000
PROSPECTUS
ANACOMP, INC.
169,010 SHARES OF COMMON STOCK
These shares of common stock of Anacomp, Inc. ("Anacomp") may be offered and
sold from time to time by certain stockholders of Anacomp identified in this
prospectus. See "Selling Stockholders." The selling stockholders acquired all of
the shares on September 13, 1999, in connection with Anacomp's acquisition of
BGIN Holding AG, Swiss company.
The selling stockholders propose to sell the shares from time to time in
transactions occurring either on or off the NASDAQ National Market at prevailing
market prices or at negotiated prices. Each of the selling stockholders is
limited to selling no more than 100,000 shares of common stock per month. Sales
may be made through brokers or to dealers, who are expected to receive customary
commissions or discounts. The company will not receive any of the proceeds from
such sales.
The selling stockholders and participating brokers and dealers may be deemed
to be "underwriters" within the meaning of the Securities Act of 1933, in which
event any profit on the sale of shares by those selling stockholders and any
commissions or discounts received by those brokers or dealers may be deemed to
be underwriting compensation under the Securities Act.
YOU SHOULD CONSIDER CAREFULLY THE RISK FACTORS BEGINNING ON PAGE 3 OF THIS
PROSPECTUS BEFORE PURCHASING ANY OF THE COMMON STOCK OFFERED.
Anacomp's common stock is traded on the NASDAQ National Market under the
symbol "ANCO". On January 11, 2000, the closing price of the common stock on the
NASDAQ National Market was $1711/16 per share.
Anacomp's address is 12365 Crosthwaite Circle, Poway, California 92064, and
its telephone number is (858) 679-9797.
Neither the Securities and Exchange Commission nor any state securities
commission has approved or disapproved of these securities or determined if this
prospectus is truthful or complete. Any representation to the contrary is a
criminal offense.
January ___, 2000
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YOU SHOULD ONLY RELY ON THE INFORMATION INCORPORATED BY REFERENCE OR
PROVIDED IN THIS PROSPECTUS OR ANY SUPPLEMENT. WE HAVE NOT AUTHORIZED ANYONE
ELSE TO PROVIDE YOU WITH DIFFERENT INFORMATION. THE COMMON STOCK IS NOT BEING
OFFERED IN ANY STATE WHERE THE OFFER IS NOT PERMITTED. YOU SHOULD NOT ASSUME
THAT THE INFORMATION IN THIS PROSPECTUS OR ANY SUPPLEMENT IS ACCURATE AS OF ANY
DATE OTHER THAN THE DATE ON THE FRONT OF THOSE DOCUMENTS.
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TABLE OF CONTENTS
Page
WHERE YOU CAN FIND MORE INFORMATION..........................................1
CERTAIN INFORMATION..........................................................2
RISK FACTORS.................................................................3
GROWTH OF ALTERNATE TECHNOLOGIES MAY LIMIT INVESTMENTS IN OUR
SYSTEMS THAT WOULD CONSEQUENTLY LIMIT THE USE OF OUR SERVICES..........3
DISRUPTION IN THE AVAILABILITY AND INCREASE IN THE PRICE OF OUR
SUPPLIES, PARTICULARLY THOSE SUPPLIES AVAILABLE FROM ONLY ONE
SUPPLIER, WOULD ADVERSELY AFFECT OUR EARNINGS..........................3
IF OUR NEW SERVICES AND PRODUCTS DO NOT ACHIEVE SIGNIFICANT
MARKET ACCEPTANCE WE MAY NOT REALIZE THE SIGNIFICANT CASH FLOWS
THAT WE ARE RELYING ON THOSE SERVICES AND PRODUCTS TO GENERATE........4
WE MAY NOT BE ABLE TO CONTINUE TO MAKE ACQUISITIONS TO STRENGTHEN
THE MARKET POSITIONS OF OUR PRODUCTS AND SERVICES......................4
COMPETITION............................................................4
INTERNATIONAL..........................................................5
NON-COMPARABILITY OF HISTORICAL FINANCIAL STATEMENTS...................5
SUBSTANTIAL LEVERAGE...................................................5
THE COMPANY..................................................................6
SELLING STOCKHOLDERS.........................................................8
PLAN OF DISTRIBUTION.........................................................8
VALIDITY OF THE COMMON STOCK................................................10
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WHERE YOU CAN FIND MORE INFORMATION
We file annual and quarterly reports, proxy statements and other information
required by the Securities Exchange Act of 1934, as amended (the "Exchange
Act"), with the Securities and Exchange Commission (the "SEC"). You may read and
copy any document the company files at the SEC's public reference rooms located
at 450 Fifth Street, N.W., Washington, D.C. 20549, at Seven World Trade Center,
13th Floor, New York, New York 10048 and at Northwest Atrium Center, 5000 West
Madison Street, Suite 1400, Chicago, Illinois 60661-2511. Please call the SEC at
1-800-SEC-0330 for further information on the public reference rooms. The
company's SEC filings are also available to the public from the SEC's web site
at http://www.sec.gov.
The company has filed with the SEC a registration statement on Form S-3 (the
"Registration Statement") under the Securities Act of 1933, as amended (the
"Securities Act"), with respect to the common stock. This Prospectus, which
constitutes a part of that Registration Statement, does not contain all the
information contained in that Registration Statement and its exhibits. For
further information with respect to the company and the common stock, you should
consult the Registration Statement and its exhibits. Statements contained in
this Prospectus concerning the provisions of any documents are necessarily
summaries of those documents, and each statement is qualified in its entirety by
reference to the copy of the document filed with the SEC. The Registration
Statement and any of its amendments, including exhibits filed as a part of the
Registration Statement or an amendment to the Registration Statement, are
available for inspection and copying through the entities listed above.
The SEC allows the company to "incorporate by reference" the information
that we file with them, which means that we can disclose important information
to you by referring you to the other information we have filed with the SEC. The
information that we incorporate by reference is considered to be part of this
Prospectus, and information that we file later with the SEC will automatically
update and supersede this information.
The following documents filed by us with the SEC pursuant to Section 13 of
the Exchange Act (File No. 1-8989) and any future filings under Sections 13(a),
13(c), 14 or 15(d) of the Exchange Act made before the termination of the
offering are incorporated by reference:
(i) the Annual Report on Form 10-K (including the portions of the
company's proxy statement incorporated by reference therein) for the
fiscal year ended September 30, 1999;
(ii) all other reports filed by the company pursuant to Section 13(a) or
15(d) of the Exchange Act, since September 30, 1999; and
(iii) The description of the common stock contained in the company's
registration statement filed under Section 12 of the Exchange Act,
including any amendments or reports filed for the purpose of
updating such description.
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.
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The company will provide to you without charge a copy of any or all
documents incorporated by reference into this prospectus except the exhibits to
such documents, unless such exhibits are specifically incorporated by reference
in such documents. You may request copies by writing or telephoning George C.
Gaskin, Esq., Senior Vice President, General Counsel and Secretary, Anacomp,
Inc., 12365 Crosthwaite Circle, Poway, California 92064; telephone number (858)
679-9797.
CERTAIN INFORMATION
Unless otherwise stated in this prospectus:
o the "company," "we" and "us" refer to Anacomp Inc. and its subsidiaries;
o "Anacomp" refers to Anacomp, Inc.;
o "common stock" refers to the common stock, par value $.01 per share, of
Anacomp.
FORWARD-LOOKING STATEMENTS
Certain statements in this prospectus under the captions "Risk Factors,"
"The Company" and elsewhere constitute "forward-looking statements" within the
meaning of the Private Securities Litigation Reform Act of 1995. Such
forward-looking statements involve known and unknown risks, uncertainties and
other important factors that could cause the actual results, performance or
achievements of Anacomp or industry results, to differ materially from any
future results, performance or achievements expressed or implied by such
forward-looking statements. Such risks, uncertainties and other important
factors include, among others: general economic and business conditions;
industry trends; industry capacity; competition; raw material and supply costs
and availability; currency and fluctuations; the loss of any significant
customers; changes in business strategy or development plans; availability,
terms and deployment of capital; availability of qualified personnel; changes
in, or the failure or inability to comply with, government regulation; and other
factors referenced in this prospectus. See "Risk Factors." These forward-looking
statements speak only as of the date of this prospectus. We disclaim any
obligation or undertaking to disseminate any updates or revisions to any
forward-looking statement contained herein to reflect any change in our
expectations with regard thereto or any change in events, conditions or
circumstances on which any such statement is based.
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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.
GROWTH OF ALTERNATE TECHNOLOGIES MAY LIMIT INVESTMENTS IN OUR SYSTEMS THAT
WOULD CONSEQUENTLY LIMIT THE USE OF OUR SERVICES
Revenues for our micrographics products or services, including revenues from
converting computer output to microfiche, commonly knows as "COM", maintenance
service revenues and micrographics hardware systems and supplies revenues, have
been adversely affected for each of the past five fiscal years and could in the
future be substantially adversely affected by, among other things, the
increasing use of digital technology in the document management industry. COM
revenues in total, including COM service revenues, represented 90.6% of our
fiscal 1998 revenues and 83.2% of our fiscal 1999 revenues, and are expected to
remain our primary source of revenues for the next several years. (All
information included in this prospectus excludes the company's Magnetics
business, which was sold in June 1999). The effect of digital and other
technologies on the demand for our micrographics products and services 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 and limit the use of our
COM services while evaluating digital and other technologies. The continuing
development of the Internet and similar systems based on digital technologies
has resulted and will continue to result in many of our customers changing their
use of micrographics from document storage, distribution and access to primarily
long-term archival use. The company believes this is at least part of the reason
for the declines in recent years in both sales and prices of the company's
micrographics offerings.
The rapidly changing document management industry also has resulted in price
competition in certain of our businesses, particularly COM services. Therefore,
we have been and expect to continue to be impacted adversely by the decline in
the demand for COM services, the declining market for COM systems, and the
attendant reduction in maintenance services and supplies.
Our revenues for maintenance of COM systems have declined in part because of
efficiencies associated with our XFP 2000 COM systems, which often replace
multiple earlier-generation COM systems, and are expected to continue to decline
as a result of lesser use and fewer sales of COM systems. The growth of
alternate technologies has created consolidation in the micrographics segment of
the document management industry. To the extent consolidation in the
micrographics segment has the effect of causing some providers of micrographics
services and products to cease providing such services and products, the
negative trends in the segment, such as competition from alternate technologies
described above, may accelerate.
DISRUPTION IN THE AVAILABILITY AND INCREASE IN THE PRICE OF OUR SUPPLIES,
PARTICULARLY THOSE SUPPLIES AVAILABLE FROM ONLY ONE SUPPLIER, WOULD ADVERSELY
AFFECT OUR EARNINGS
Certain third parties are the sole suppliers of some of our products. We
purchase all of our duplicate microfilm products from SKC America, Inc. In
addition to SKC, the Eastman Kodak Company supplies us on an exclusive basis
film and a proprietary, patented film canister used in our XFP 2000 COM system
and also supplies us substantially all of our requirements for original
microfilm for earlier-generation COM systems. Any disruption in these supplies
could result in delays or reductions in product shipment
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or increases in product costs that could adversely affect our operating results
in any given period. In the event of any such disruption, we may not be able to
develop alternative sources at acceptable prices and within reasonable times.
IF OUR NEW SERVICES AND PRODUCTS DO NOT ACHIEVE SIGNIFICANT MARKET ACCEPTANCE
WE MAY NOT REALIZE THE SIGNIFICANT CASH FLOWS THAT WE ARE RELYING ON THOSE
SERVICES AND PRODUCTS TO GENERATE
We are introducing new document management services and products, which will
incorporate digital technologies. Our primary new document management service
utilizes the Internet or virtual private networks (VPNs). We have limited
experience in the sale and marketing of new Internet or VPN-based services.
However, we are relying on these new services and products to generate
significant cash flows in the future. These services currently are being
introduced and, accordingly, have limited revenues. The markets for these new
services and products are very competitive, and we may not be able to achieve
significant market acceptance for our products and services.
We are in the process of reeducating and refocusing our sales force to sell our
new services and products, as well as our more traditional CD and COM services
and products, and there can be no assurance that we will be successful. We
intend to hire limited numbers of new sales personnel to help sell certain of
our digital services and products, but there can be no assurance that we will be
able to attract and retain those highly sought after sales personnel. In
addition, the extent to which we will be able to maintain technological support
for those new products is unproven.
WE MAY NOT BE ABLE TO CONTINUE TO MAKE ACQUISITIONS TO STRENGTHEN THE MARKET
POSITIONS OF OUR PRODUCTS AND SERVICES
We have used acquisitions in the past with the objective of increasing revenues
and strengthening the market positions of our products and services. We may not
be able to successfully integrate any additional companies into our operations
without substantial costs, delays or other problems. In addition, any additional
companies acquired may not be profitable at the time of their acquisition and
may not achieve sales and profitability that justify our investment in them. In
part, we expect to depend on acquisitions to try to increase revenues. However,
we may not be able to make any acquisitions on acceptable terms and conditions,
which may limit our ability to increase our revenues and market condition.
Future acquisitions could be financed by internally generated funds, bank
borrowings, public offerings or private placements of equity or debt securities,
or a combination of the foregoing.
We may not be able to make acquisitions on terms favorable to us. If we complete
acquisitions, we will encounter various associated risks, including the possible
inability to integrate an acquired business into our sales and operations,
increased goodwill amortization, diversion of management's attention and
unanticipated problems or liabilities, some or all of which could have a
material adverse effect on our operations and financial performance. Our
substantial leverage may hinder our ability to consummate future acquisitions.
See "--Substantial Leverage."
COMPETITION
We compete in highly competitive markets with a significant number of companies
of varying sizes, including divisions or subsidiaries of larger companies. A
number of these competitors have multiple business lines as well as
substantially greater financial and other resources available to them, and we
may not be able to compete successfully with those companies. As a result, our
products could lose market share or sustain significant price erosion, which
would have a material adverse effect on our results of operations.
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INTERNATIONAL
Our financial results are dependent in part on our international operations,
which represented 31.4% of revenues for fiscal 1998 and 25.6% of revenues for
fiscal 1999. We expect that our international operations will continue to be a
significant portion of our business as we seek to expand our international
presence. A risk inherent in international operations is exposure to currency
fluctuations.
From time to time in the past, our 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 our revenues and operating results. However, we currently enter into
hedging arrangements, in order to lessen the risk of such an impact.
Distributions of earnings and other payments (including interest) received from
our operating subsidiaries and affiliates may be subject to withholding taxes
imposed by the jurisdictions in which those entities are formed or operating,
which will reduce the amount of after-tax cash we can receive from our foreign
subsidiaries.
NON-COMPARABILITY OF HISTORICAL FINANCIAL STATEMENTS
Our historical financial statements prior to June 1, 1996 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 our future performance.
SUBSTANTIAL LEVERAGE
We have significant debt service obligations. The ability of the company 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. As of September 30, 1999 the company and its consolidated
subsidiaries had an aggregate of $332.7 million of outstanding indebtedness. The
company's high degree of leverage could have important consequences to the
holders of the common stock, including the following:
o the company's ability to obtain additional financing for working
capital, capital expenditures, acquisitions, general corporate purposes
or other purposes may be impaired in the future;
o a substantial portion of the company's cash flow from operations must
be dedicated to the payment of principal and interest on its
indebtedness, thereby reducing the funds available to the company for
other purposes;
o certain of the company's borrowings are at variable rates of interest,
which expose the company to the risk of increased interest rates;
o the company may be substantially more leveraged than certain of its
competitors, which may place the company at a competitive disadvantage
because the company may not be able to obtain needed additional
financing; and
o the company's substantial degree of leverage may limit its flexibility
to adjust to changing market conditions, reduce its ability to
withstand competitive pressures and make it more vulnerable to a
downturn in general economic conditions or its business.
The company has granted the lenders under its revolving credit facility security
interests in 65% of the outstanding shares of capital stock of each of the
company's material foreign subsidiaries. There is no grant of a security
interest in the assets of such subsidiaries. In the event of a default on
secured indebtedness, whether as a result of the failure to comply with a
payment or other covenant, a cross-
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default, or otherwise, the lenders granted such security interests will have a
prior secured claim on the capital stock of such subsidiaries and the assets of
the company. If those lenders should attempt to foreclose on their collateral,
the company's financial condition will be materially adversely affected.
THE COMPANY
We are one of the world's leading document-management providers, offering a
broad range of document-management services and products. Building on our three
decades of experience in applying technology to solve organizations'
document-management challenges, we specialize in using web-based and media-based
technologies to help our customers maximize the value of their important
documents.
We are focused upon four lines of business: Document Management Solutions
(DMS), which includes outsource services and software solutions for digital and
COM-based document-management; Field Services, which provides COM and
third-party maintenance services; Datagraphix(R), which includes both COM and
digital hardware systems, related supplies, and manufacturing services; and our
newest line of business, Internet Document ServicesSM, which provides online
document-management outsource services.
DMS. Our primary business is document-management outsource services. Our
document management services provide our customers with ready access to their
critical documents, enabling them to improve their competitiveness by reducing
capital and operating costs, thereby enhancing their core business focus, and
improving their customer service. In the conversion of computer output to
microfiche (or COM), we remain the unchallenged world leader, imaging just under
two billion original pages and converting them into microfiche each month for
more than 6,500 customers around the world. Through our worldwide network of
document-processing service centers, we serve more than 7,000 customers in the
United States and Europe.
We also offer industry-leading outsource services for storing, delivering
and accessing documents using the Compact Disc-Recordable (CD-R) medium. This
service provides our customers an easy-to-use, high-capacity, portable,
standardized solution for document distribution, access and storage. We enhance
our service by including our Windows-based tools for accessing and viewing these
documents on the CD-R.
Field Services. Although document-management solutions are our primary line
of business, we also offer field maintenance services for a broad range of
electromechanical systems, including a wide variety of systems from IBM, Sony,
Overland Data and many other suppliers, including COM systems manufactured by us
and others, optical disc storage equipment, computer tape storage equipment,
CD-R writers and jukeboxes, high-speed laser printers and even large video
scoreboards at sports stadiums. The success of this business is based on the
Company's technical expertise and its ability to provide fast, expert on-site
service and support around the clock. This maintenance and support service is
provided in the U.S., Canada, and Europe by a force of 500 highly trained
technicians.
Datagraphix. We also develop, manufacture, sell and support a variety of COM
systems, CD authoring systems and related peripheral products. We also sell and
support microfilm, chemicals and other consumable supplies for our own and other
systems. We also offer a contract manufacturing service to produce products for
other companies.
Internet Document Services. Over the past several years, through increased
investment in developing new solutions and expanding through acquisition, we
have established ourselves as a leader in the emerging field of Internet-based
document-management services. We now offer our Internet Document ServicesSM from
two mega-centers in the United States. Our service provides electronic
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storage of customer documents and delivery of these documents to customers using
private networks or the Internet via standard web browsers. These new web-based
storage and delivery solutions, provided as an outsource service, offer better
performance, value and longevity than most businesses can achieve on their own
with an internal document-management system.
The company is incorporated in Indiana. The principal executive office of
the company is located at 12365 Crosthwaite Circle, Poway, California 92064; the
telephone number of the company is (858) 679-9797. The company's Internet
address is http://www.anacomp.com.
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SELLING STOCKHOLDERS
This prospectus relates to shares of common stock that have been acquired by
the selling stockholders named below in connection with Anacomp's purchase of
all of the shares of BGIN Holding AG, a leading systems integrator based in
Zurich, Switzerland.
The following table sets forth:
o the name of each selling stockholder;
o the number of shares of common stock each selling stockholder
beneficially owned as of January 10, 2000; and
o the number of shares of common stock and the percentage, if 1% or more,
of the total class of common stock outstanding to be beneficially owned
by each selling stockholder following this offering, assuming the sale
pursuant to this offering of all shares registered hereby.
There is no assurance that any of the selling stockholders will sell any or all
of the shares offered by them hereunder.
This table reflects all selling stockholders who are eligible to resell and
the number of shares of common stock available to be resold by such selling
stockholders.
Selling Stockholders,
Addresses of Selling Shares
Stockholders and Prior Shares Covered by Shares Beneficially
Principal Positions with Beneficially this Owned
the Company Owned (1) Prospectus (2) After This Offering
- ------------------------- ------------ -------------- ---------------------
Number Percent
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Latea Foundation 133,841 133,841 0 0%
Austrasse 27
FL-9490 Vaduz
Principality of
Liechtenstein
Andrew Bayley(3) 35,169 35,169 0 0%
Vreniken 20
CH-5454 Bellikon
Switzerland
(1) Nature of beneficial ownership is sole voting and investment power except as
indicated in subsequent notes.
(2) Each of the selling stockholders is limited to selling no more than 100,000
shares of common stock per month.
(3) Mr. Bayley is employed as Senior Manager (Division Manager) by FN Solutions
AG and as a Manager of BeGIN and Document Solutions AG, two Swiss companies
also owned by BGIN Holding AG.
PLAN OF DISTRIBUTION
We are registering the common stock on behalf of the selling stockholders.
The common stock covered by this prospectus may be offered and sold, from time
to time, by the selling stockholders, or by purchasers, pledgees, donees,
transferees or other successors in interest pursuant to this Prospectus (a) in
transactions (including one or more block transactions) on the NASDAQ National
Market; (b) in the public market off the NASDAQ National Market; (c) in
privately negotiated transactions, (d) through put or call options transactions
relating to the common stock, through short sales of the common stock, or (e) in
a combination of such transactions. Each sale may be made either at the market
price prevailing at the
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time of sale or at a negotiated price. Those transactions may be made through
brokers or to dealers, which may act as agents or principals and such brokers or
dealers may receive compensation in the form of commissions, concessions or
discounts from the selling stockholders and/or the purchasers of the common
stock for whom such broker-dealers may act as agents or to whom they sell as
principal, or both not exceeding those customary in similar transactions. The
selling stockholders have advised us that they have not entered into any
agreements, understandings or arrangements with any underwriters or
broker-dealers regarding the sale of their common stock, nor is there an
underwriter or coordinating broker acting in connection with the proposed sale
of the common stock by the selling stockholders. Any shares covered by this
prospectus that qualify for sale pursuant to Rule 144 under the Securities Act
may be sold under Rule 144 rather than pursuant to this prospectus. All expenses
of registration incurred in connection with this offering are being borne by the
company, but all brokerage commissions and similar selling expenses, if any,
attributable to the sale of the common stock will be borne by the selling
stockholders.
The selling stockholders, and any dealer acting in connection with the
offering or any broker executing a sell order on behalf of a selling
stockholder, may be deemed to be "underwriters" within the meaning of the
Securities Act of 1933, in which event any profit on the sale of shares by a
selling stockholder and any commissions or discounts received by any such broker
or dealer may be deemed to be underwriting compensation under the Securities Act
of 1933. In addition, any such broker or dealer may be required to deliver a
copy of this prospectus to any person who purchases any of the shares from or
through such broker or dealer.
In order to comply with the securities laws of certain states, if
applicable, the shares will be sold only through registered or licensed brokers
or dealers. We have informed the selling stockholders that the anti-manipulative
provisions of Regulation M promulgated under the Exchange Act of 1934 may apply
to them.
Selling stockholders also may resell all or a portion of their common stock
in open market transactions in reliance upon Rule 144 under the Securities Act,
provided they meet the criteria and conform to the requirements of such Rule.
If we are notified by a selling stockholder that any material arrangement
has been entered into with a broker-dealer for the sale of common stock through
a block trade, special offering, exchange distribution or secondary distribution
or a purchase by a broker or dealer, a supplement to this prospectus will be
filed, if required, pursuant to Rule 424(b) under the Securities Act of 1933,
disclosing (i) the name of each selling stockholder and of the participating
broker-dealer(s), (ii) the number of shares of common stock involved, (iii) the
price at which such shares were sold, (iv) the commissions paid or discounts or
concessions allowed to such broker-dealer(s), where applicable, (v) that such
broker-dealer(s) did not conduct any investigation to verify the information set
out or incorporated by reference in this prospectus and (vi) other facts
material to the transaction.
EXPERTS
The audited financial statements and schedules incorporated by reference in
this prospectus and elsewhere in the registration statement have been audited by
Arthur Andersen LLP, independent public accountants, as indicated in their
reports with respect thereto, and are included herein in reliance upon the
authority of said firm as experts in accounting and auditing in giving said
reports.
-9-
<PAGE>
VALIDITY OF THE COMMON STOCK
The validity of the common stock will be passed upon for the company by
Leagre Chandler & Millard LLP, Indianapolis, Indiana.
-10-
<PAGE>
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
Item 14. Other Expenses of Issuance and Distribution.
The following table sets forth all expenses in connection with the issuance
and distribution of the securities being registered. All amounts shown are
estimated, except the SEC registration fee.
SEC registration fee................................................ $755.73
Accounting fees..................................................... 5,000.00
Legal fees and expenses............................................. 55,000.00
Miscellaneous....................................................... 1,000.00
Total...................................................... $ 61,755.73
Item 15. 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 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 or as to action in any other
capacity while holding such office.
Article VIII, Section 5, of the company'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 beheld
personally liable.
For the undertaking with respect to indemnification, see Item 17.
Item 16. Exhibits.
Exhibit
No. Description
------- -----------
4.1 -- Amended and Restated Articles of Incorporation of
the Registrant (previously filed and incorporated by
reference to the company'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 company'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 Leagre Chandler & Millard LLP.
23(a) -- Consent of Arthur Andersen LLP.
23(b) -- Consent of Leagre Chandler & Millard LLP (included
in Exhibit 5).
II-1
<PAGE>
24 -- Power of Attorney (contained on page II-4 hereof).
Item 17. Undertakings.
- ------------------------------------------------------------------------------
The undersigned registrant hereby undertakes:
o 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;
(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 thereto) which, individually or in the aggregate,
represent a fundamental change in the information set forth in this
registration statement. Notwithstanding the foregoing, any increase or
decrease in the volume of securities offered (if the total dollar value of
securities offered would not exceed that which was registered) and any
deviation from the low or high end of the estimated maximum offering range
may be reflected in the form of prospectus filed with the SEC pursuant to
Rule 424(b) if, in the aggregate, the changes in volume and price represent
no more than a 20 percent change in the maximum aggregate offering price set
forth in the "Calculation of Registration Fee" table in the effective
Registration Statement;
(iii) to include any material information with respect to the plan
of distribution not previously disclosed in this Registration Statement or
any material change to such information in this Registration Statement;
provided, however, that the undertakings set forth in subparts (i) and (ii)
immediately 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 SEC 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.
o 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.
o 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.
o 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 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.
o Insofar as indemnification for liabilities arising under the
Securities Act of 1933 may be permitted to directors, officers and
controlling persons controlling the registrant pursuant to the
provisions referred to in Item 15 of this Registration Statement, or
otherwise, the registrant has been advised that in the opinion of
the SEC such indemnification is against public policy as expressed
II-2
<PAGE>
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 Securities Act and will be
governed by the final adjudication of such issue.
II-3
<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 Poway, State of California, on January 11, 2000.
ANACOMP INC.
By: /s/ Ralph W. Koehrer
---------------------------
Ralph W. Koehrer
President, Chief Executive Officer,
and Director (Principal Executive
Officer)
POWER OF ATTORNEY
Each person whose signature appears below hereby constitutes and appoints
Ralph W. Koehrer and David B. Hiatt and each or either of them, his true and
lawful attorney-in-fact and agent with full power of substitution and
resubstitution, for him and in his name, place and stead, in any and all
capacities (until revoked in writing), to sign any and all amendments (including
post-effective amendments) to this registration statement and to cause the same
to be filed, with all exhibits thereto and other documents in connection
therewith, with the Securities and Exchange Commission, hereby granting to said
attorneys-in-fact and agents, and each of them or their substitutes, full power
and authority to do and perform each and every act and thing whatsoever
requisite or desirable to be done in and about the premises, as fully to all
intents and purposes as the undersigned might or could do in person, hereby
ratifying and confirming all acts and things that said attorneys-in-fact and
agents or either of them, or their substitutes or substitute, may lawfully do or
cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, this
registration statement has been signed by the following persons in the
capacities indicated on January 11, 2000.
SIGNATURE TITLE
President, Chief Executive
/s/ Ralph W. Koehrer Officer, and
- -----------------------------------
Ralph W. Koehrer Director (Principal Executive
Officer)
Executive Vice President and Chief
/s/ David B. Hiatt Financial Officer (Principal
- -----------------------------------
David B. Hiatt Financial and Accounting Officer)
II-4
<PAGE>
/s/ Talton R. Embry Director
- -----------------------------------
Talton R. Embry
/s/ Darius W. Gaskins, Jr.
- ----------------------------------
Darius W. Gaskins, Jr. Director
/s/ Jay P. Gilberston
Jay P. Gilberston Director
/s/ Richard D. Jackson
Richard D. Jackson Co-Chairman of the Board of
Directors
/s/ George A. Poole, Jr.
- --------------------------------
George A. Poole, Jr. Director
/s/ Lewis Solomon
- --------------------------------
Lewis Solomon Co-Chairman of the Board of
Directors
II-5
<PAGE>
Exhibit Index
Exhibit
No. Description
4.1 -- Amended and Restated Articles of Incorporation of
the Registrant (previously filed and incorporated by
reference to the company'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 company'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 Leagre Chandler & Millard LLP.
23(a) -- Consent of Arthur Andersen LLP.
23(b) -- Consent of Leagre Chandler & Millard LLP (included
in Exhibit 5).
24 -- Power of Attorney (contained on page II-4 hereof).
>
Exhibit 5
[LETTERHEAD OF LEAGRE CHANDLER & MILLARD LLP]
January 12, 2000
Anacomp, Inc.
12365 Crosthwaite Circle
Poway, CA 92064
Ladies and Gentlemen:
We have acted as special Indiana counsel for Anacomp, Inc., an Indiana
corporation (the "Company"), in connection with the preparation of Amendmnet No.
1 to Registration Statement on Form S-3 (the "Amended Registration Statement"),
filed with the Securities and Exchange Commission under the Securities Act of
1933, as amended (the "Act"), with respect to the registration under the Act of
169,010 shares (the "Offered Shares") of the Company's common stock, par value
$.01 per common share (the "Common Shares"). The Amended Registration Statement
relates to the offer and sale of the Offered Shares by certain shareholders of
the Company identified in the Amended Registration Statement.
We have relied without investigation on certificates of public officials
and information from the management of the Company as to certain questions of
fact material to this opinion. We also have 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 purposes of the delivery of the opinions
expressed herein. The opinions set forth herein are limited to the Business
Corporation Law of the State of Indiana as currently in effect. 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.
Based upon and subject to the foregoing, and subject to the qualifications
set forth herein, we are of the opinion that the Company is a corporation duly
organized and validly existing under the laws of the State of Indiana and the
Offered Shares have been duly authorized and validly issued and are fully paid
and nonassessable.
We hereby consent to the filing of this opinion as Exhibit 5 to the
Amended Registration Statement. In giving the foregoing consent, we do not admit
that we are in the category of persons whose consent is required under the Act
or the rules and regulations promulgated thereunder.
Very truly yours,
/s/ LEAGRE CHANDLER & MILLARD LLP
LEAGRE CHANDLER & MILLARD LLP
Exhibit 23(a)
ARTHUR ANDERSEN
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 5, 1999,
included in Anacomp, Inc.'s Form 10-K for the year ended September 30, 1999, and
to all references to our Firm included in this registration statement.
/s/ ARTHUR ANDERSEN LLP
ARTHUR ANDERSEN LLP
San Diego, California
January 7, 2000
