<PAGE>
CONFIRMING ELECTRONIC COPY OF PREVIOUS PAPER FILING
As filed with the Securities and Exchange Commission on May 26, 1994
Registration No. 33-79374
================================================================================
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
____________________
FORM S-3
REGISTRATION STATEMENT UNDER THE
SECURITIES ACT OF 1933
____________________
GRAPHIC INDUSTRIES, INC.
(Exact name of registrant as specified in its charter)
Georgia 58-1101633
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
2155 Monroe Drive, N.E.
Atlanta, Georgia 30324
(404) 874-3327
(Address, including zip code, and telephone number,
including area code, of registrant's principal executive offices)
MARK C. POPE, III
Chairman of the Board
Graphic Industries, Inc.
2155 Monroe Drive, N.E.
Atlanta, Georgia 30324
(404) 874-3327
(Name, address, including zip code, and telephone
number, including area code, of agent for service)
____________________
Copies of Communications to:
G. WILLIAM SPEER, Esq. WAYNE N. BRADLEY, Esq.
Powell, Goldstein, Frazer & Murphy Long, Aldridge & Norman
Sixteenth Floor One Peachtree Center
191 Peachtree Street, N.E. Suite 5300
Atlanta, Georgia 30303 Atlanta, Georgia 30308
(404) 572-6600 (404) 527-4000
Approximate date of commencement of proposed sale to the public: From time
to time after the 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]
____________________
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
- -------------------------------------------------------------------------------------------------------------------
Title of each class of securities Amount Proposed maximum Proposed maximum Amount of
to be to be offering price per aggregate offering registration
registered registered share(1) price(1) fee(1)
- -------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Common Stock, $.10 par value 119,337 shares $8.9375 $1,066,574.40 $367.80
- -------------------------------------------------------------------------------------------------------------------
</TABLE>
(1) Pursuant to Rule 457(c), the proposed offering price and registration fee
are based upon the average of the high and low prices of the Common Stock on
May 23, 1994 as reported by the Nasdaq National Market System.
____________________
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 this registration statement shall become
effective on such date as the Commission, acting pursuant to said Section 8(a),
may determine.
================================================================================
<PAGE>
P R O S P E C T U S
-------------------
119,337 Shares
Graphic Industries, Inc.
Common Stock
____________________
This Prospectus relates to 119,337 shares (the "Shares") of common stock,
$.10 par value ("Common Stock"), of Graphic Industries, Inc. (the "Company").
The Shares may be offered by certain shareholders of the Company (the "Selling
Shareholders") from time to time in transactions in the open market, in
negotiated transactions or 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 Shareholders 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
Shareholders 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
commissions). The Selling Shareholders may be deemed to be "underwriters"
within the meaning of the Securities Act of 1933, as amended (the "Securities
Act"). See "Selling Shareholders" and "Sale of the Shares."
The Selling Shareholders acquired 95,470 of the Shares (the "Original
Shares") from the Company on April 29, 1994 in connection with the Company's
acquisition of a company owned by the Selling Shareholders. The remaining
23,867 Shares (the "Escrow Shares") were issued in escrow in connection with
such acquisition and may be distributed by the Escrow Agent to the Selling
Shareholders after a six-month escrow period. The Original Shares and the
Escrow Shares are collectively referred to as the "Shares" in this Prospectus.
None of the proceeds from the sale of the Shares by the Selling
Shareholders will be received by the Company. The Company has agreed to bear
all expenses (other than selling commissions) in connection with the
registration and sale of the Shares being offered by the Selling Shareholders
and to indemnify the Selling Shareholders against certain liabilities,
including liabilities under the Securities Act.
The Common Stock is listed on the Nasdaq National Market System. On May
23, 1994, the last reported sale price of the Common Stock of the Company
reported on the Nasdaq National Market System was $9.00 per share.
____________________
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 May 26, 1994.
<PAGE>
AVAILABLE INFORMATION
The Company has filed with the Securities and Exchange Commission (the
"Commission") a Registration Statement on Form S-3 (the "Registration
Statement"), of which this Prospectus forms a part, covering the Shares to be
sold pursuant to this offering.
As permitted by the rules and regulations of the Commission, this Prospectus
omits certain information, exhibits and undertakings contained in the
Registration Statement. Such additional information, exhibits and
undertakings can be inspected at and obtained from the Commission as set forth
below. For additional information regarding the Company, the Common Stock and
related matters and documents, reference is made to the Registration Statement
and exhibits thereto.
Certain documents previously filed by the Company with the Commission
pursuant to the Securities Exchange Act of 1934, as amended (the "Exchange
Act"), are incorporated by reference in this Prospectus. See "Incorporation
of Certain Documents by Reference." Copies of any documents incorporated
herein by reference, other than exhibits to such documents unless they are
specifically incorporated by reference therein, are available without charge
to any person to whom a Prospectus is delivered upon request to the Secretary,
Graphic Industries, Inc., 2155 Monroe Drive, N.E., Atlanta, Georgia 30324
(telephone: (404) 874-3327).
The Company is subject to the informational and reporting requirements of
the Exchange Act, and accordingly files reports, proxy statements and other
information with the Commission. Such reports, proxy statements and other
information filed with the Commission, as well as the Registration Statement,
are available for inspection and copying at the public reference facilities
maintained by the Commission at Room 1024, 450 Fifth Street, N.W., Judiciary
Plaza, Washington, D.C. 20549 and at certain regional offices of the
Commission located at 500 West Madison Street, Suite 1400, Chicago, Illinois
60661 and 7 World Trade Center, New York, New York 10048. Copies of such
material can be obtained from the Public Reference Section of the Commission,
450 Fifth Street, N.W., Judiciary Plaza, Washington, D.C. 20549 at prescribed
rates. The Common Stock is listed on the Nasdaq National Market System, 1735
K Street, N.W., Washington, D.C. 20006.
-2-
<PAGE>
THE COMPANY
The Company engages in all aspects of financial and corporate printing,
reprographic services, commercial printing, direct mail printing and other
graphic communications. It ranks approximately 17th in sales among commercial
printing firms in North America. The Company's competitive position has been
strengthened in recent years by its substantial capital investments in
advanced equipment, including computerized multicolor presses, prepress
equipment and laser scanners for color separations.
The Company has expanded its printing and graphic arts services and its
markets through a continuing program of acquisitions of established companies
in its industry and through internal growth and development. Since its
incorporation in 1970, the Company has grown from a regionally based business
with six operating companies to a network of 15 commercial printing companies
and a reprographics division with operations in the major U.S. market regions
of the Southeast, Northeast, Midwest and Southwest.
The Company's principal executive offices are located at 2155 Monroe Drive,
N.E., Atlanta, Georgia 30324. Its telephone number is (404) 874-3327.
RECENT DEVELOPMENT
On April 29, 1994, the Company acquired Southern Signatures, Inc. ("SSI")
pursuant to an Agreement and Plan of Reorganization (the "Reorganization
Agreement") dated April 29, 1994 among the Company, SS Acquisition Co., SSI
and the shareholders of SSI (the "Selling Shareholders"). Pursuant to the
Reorganization Agreement, the Company issued the Shares to the Selling
Shareholders (including 23,867 Shares into escrow) and SS Acquisition Co. was
merged into SSI. As a result of the acquisition, SSI became a wholly owned
subsidiary of the Company.
The Selling Shareholders acquired 95,470 Original Shares in the acquisition
and will receive up to 23,867 Escrow Shares after a six-month period if the
conditions to the release of these Shares set forth in the Escrow Agreement
are satisfied. The Escrow Shares are being held in escrow for six months to
cover potential breaches in the representations and warranties of SSI and the
Selling Shareholders in the Reorganization Agreement and certain other
matters. In connection with the acquisition, the Company entered into a
Registration Agreement with the Selling Shareholders pursuant to which it
agreed to register, at its expense, the Original Shares and the Escrow Shares
for resale by the Selling Shareholders. The Company has agreed to indemnify
the Selling Shareholders against certain liabilities, including liabilities
under the Securities Act. The Registration Statement of which this Prospectus
is a part was filed with the Commission pursuant to the Registration
Agreement.
SELLING SHAREHOLDERS
The following table sets forth the name of each Selling Shareholder and the
number of shares of Common Stock beneficially owned by each Selling
Shareholder prior to the offering and being offered hereby. Prior to the
offering, each Selling Shareholder beneficially owned less than one percent of
the number of shares of Common Stock of the Company outstanding as of the date
of this Prospectus (calculated without regard to the shares of Common Stock
issuable upon conversion of shares of Class B Common Stock or any of the
Company's Convertible Debentures.) Upon completion of the offering, assuming
all of the Shares being offered hereby are sold and that no other changes in
the Selling Shareholders' beneficial ownership occur prior to completion of
this offering, none of the Selling Shareholders will beneficially own any
shares of Common Stock of the Company.
-3-
<PAGE>
<TABLE>
<CAPTION>
No. of Shares Beneficially Owned
Selling Shareholders Prior to Offering and Being Offered
-------------------- -----------------------------------
<S> <C>
Brian R. Smith 54,503 (1)
MI Holdings, Inc. 35,000 (2)
Anesthesia Associates of 29,834 (3)
Cincinnati Inc. Pension and
Profit Sharing Plan FBO
Steven C. Carson
Total 119,337 (4)
=======
</TABLE>
_______________
(1) Includes 43,603 Original Shares and 10,900 Escrow Shares.
(2) Includes 28,000 Original Shares and 7,000 Escrow Shares.
(3) Includes 23,867 Original Shares and 5,967 Escrow Shares.
(4) Includes 95,470 Original Shares and 23,867 Escrow Shares.
SALE OF THE SHARES
The sale of the Shares by the Selling Shareholders may be effected from
time to time in transactions in the open market, in negotiated transactions or
through 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
Shareholders 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 Shareholders and/or
the purchasers of the Shares for which such broker-dealers may act as agents
or to whom they sell as principals, or both (which compensation as to a
particular broker-dealer may be in excess of customary compensation).
The Selling Shareholders and any broker-dealers who act in connection with
the sale of the Shares hereunder may be deemed to be "underwriters" within the
meaning of Section 2(11) of the Securities Act, and any commissions received
by them and profit on any resale of the Shares as principals might be deemed
to be underwriting discounts and commissions under the Securities Act. The
ownership by the Selling Shareholders of the Shares as shown under "Selling
Shareholders" above does not necessarily cause the Selling Shareholders to be
deemed to be "controlling persons" of the Company within the meaning of the
Securities Act and any offer of the Shares for sale should not be construed as
a recommendation by any Selling Shareholder of the merits of an investment in
the Common Stock.
LEGAL MATTERS
A legal opinion to the effect that the Shares are legally issued, fully
paid and nonassessable has been rendered by Powell, Goldstein, Frazer &
Murphy, Sixteenth Floor, 191 Peachtree, N.E., Atlanta, Georgia 30303.
-4-
<PAGE>
EXPERTS
The consolidated financial statements and schedules of the Company
appearing or incorporated by reference in the Company's Annual Report (Form
10-K) for the year ended January 31, 1994 have been audited by Ernst & Young,
independent auditors, as set forth in their report thereon included therein
and incorporated herein by reference. Such consolidated financial statements
and schedules are incorporated herein by reference in reliance upon such
report given upon the authority of such firm as experts in accounting and
auditing.
INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
The following documents previously filed by the Company with the
Commission pursuant to the Exchange Act are incorporated herein by this
reference:
(1) The Company's Annual Report on Form 10-K for the year ended
January 31, 1994 (Commission File No. 0-12204); and
(2) The description of the Company's Common Stock contained in the
Company's Registration Statement filed pursuant to Section 12 of the
Exchange Act on Form 8-A, as amended (Commission File No. 0-12204).
All documents filed by the Company pursuant to Section 13(a), 13(c), 14 or
15(d) of the Exchange Act subsequent to the date hereof and prior to the date
upon which this offering is terminated shall be deemed to be incorporated by
reference herein and to be part hereof from the date any such document is
filed.
Any statements contained in a document incorporated or deemed to be
incorporated by reference herein shall be deemed to be modified or superseded
for purposes hereof to the extent that a statement contained herein (or in any
other subsequently filed document which also incorporated by reference herein)
modifies or supersedes such statement. Any statement so modified or
superseded shall not be deemed to constitute a part hereof except as so
modified or superseded. All information appearing in this Prospectus is
qualified in its entirety by the information and financial statements
(including notes thereto) appearing in the documents incorporated herein by
reference, except to the extent set forth in this paragraph.
-5-
<PAGE>
NO DEALER, SALESPERSON OR OTHER INDIVIDUAL HAS BEEN AUTHORIZED TO GIVE ANY
INFORMATION OR TO MAKE ANY REPRESENTATIONS NOT CONTAINED OR INCORPORATED BY
REFERENCE IN THIS PROSPECTUS IN CONNECTION WITH THE OFFERING COVERED BY THIS
PROSPECTUS. IF GIVEN OR MADE, SUCH INFORMATION OR REPRESENTATIONS MUST NOT BE
RELIED UPON AS HAVING BEEN AUTHORIZED BY THE COMPANY OR THE SELLING
SHAREHOLDERS. THIS PROSPECTUS DOES NOT CONSTITUTE AN OFFER TO SELL, OR A
SOLICITATION OF AN OFFER TO BUY, THE SHARES OF COMMON STOCK IN ANY
JURISDICTION WHERE, OR TO ANY PERSON TO WHOM, IT IS UNLAWFUL TO MAKE SUCH
OFFER OR SOLICITATION. NEITHER THE DELIVERY OF THIS PROSPECTUS NOR ANY SALE
MADE HEREUNDER SHALL, UNDER ANY CIRCUMSTANCES, CREATE AN IMPLICATION THAT
THERE HAS NOT BEEN ANY CHANGE IN THE FACTS SET FORTH IN THIS PROSPECTUS OR IN
THE AFFAIRS OF THE COMPANY SINCE THE DATE HEREOF.
_________________________________________
-6-
<PAGE>
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
Item 1. Other Expenses of Issuance and Distribution.
<TABLE>
<CAPTION>
<S> <C>
Registration fee to the Securities
and Exchange Commission............ $ 368
Nasdaq Additional Listing fee....... 2,387
Accounting fees and expenses........ 2,500
Legal fees and expenses............. 5,000
Miscellaneous expenses.............. 245
Total...................... $10,500
=======
</TABLE>
The foregoing items, except for the SEC registration fee and the Nasdaq
additional listing fee, are estimated. The Registrant has agreed to bear all
expenses (other than selling commissions) in connection with the registration
and sale of the Shares.
Item 15. Indemnification of Directors and Officers.
Section 14-2-850 et seq. of the Georgia Business Corporation Code and
Article IX of the Registrant's Bylaws set forth the extent to which the
Registrant's directors and officers may be indemnified by the Registrant
against liability that they may incur while serving in such capacity. These
provisions generally provide that the directors and officers of the Registrant
will be indemnified by the Registrant against any losses incurred in
connection with any threatened, pending or completed action, suit or
proceeding, whether civil, criminal, administrative or investigative (other
than an action by or in the right of the Registrant) by reason of the fact
that he is or was a director or officer of the Registrant or served with
another corporation, partnership, joint venture, trust or other enterprise at
the request of the Registrant if such director or officer acted in a manner he
reasonably believed to be in or not opposed to the best interest of the
Registrant, and with respect to any criminal proceeding, had no reasonable
cause to believe his conduct was unlawful. Under these provisions, the
Registrant may provide advances for expenses incurred in defending any such
action, suit or proceeding, upon receipt of an undertaking by or on behalf of
such officer or director to repay such advances unless it is ultimately
determined that he is entitled to indemnification by the Registrant.
The Registrant maintains an insurance policy insuring the Registrant and its
directors and officers against certain liabilities, including liabilities
under the Securities Act of 1933.
Item 16. Exhibits.
3(a) Amended and Restated Articles of Incorporation. (1)
3(b) Bylaws. (2)
4(a) See Articles V and VI of the Amended and Restated Articles of
Incorporation contained in Exhibit 3(a) and Articles II and VII of the
Bylaws contained in Exhibit 3(b).
-7-
<PAGE>
4(b) Form of Indenture, including Form of Debenture, between the Registrant
and the First National Bank of Atlanta. (3)
5 Opinion of Powell, Goldstein, Frazer & Murphy as to the legality of the
securities being registered.
23(a) Consent of Ernst & Young (see page immediately preceding signature page
to this Registration Statement).
23(b) The consent of Powell, Goldstein, Frazer & Murphy is contained in its
opinion filed as Exhibit 5 hereto.
24 Power of Attorney (see signature page to this Registration Statement).
________________________________
(1) Incorporated by reference to Exhibit 3(a) of the Registrant's Annual
Report on Form 10-K for the fiscal year ended January 31, 1991 (File No.
0-12204).
(2) Incorporated by reference to Exhibit 3(b) of the Registrant's Annual
Report on Form 10-K for the fiscal year ended January 31, 1992 (File No.
0-12204).
(3) Incorporated by reference to Exhibit 4(b) of the Registrant's
Registration Statement on Form S-1 filed on April 30, 1986 (Regis. No.
33-5277).
Item 17. Undertakings.
The undersigned Registrant hereby undertakes:
(1) To file, during any period in which offers or sales are being
made, a post-effective amendment to this registration statement:
(i) To include any prospectus required by Section 10(a)(3) of the
Securities Act of 1933;
(ii) To reflect in the prospectus any facts or events arising
after the effective date of the registration statement (or the most recent
post-effective amendment thereof) which, individually or in the aggregate,
represent a fundamental change in the information set forth in the
registration statement;
(iii) To include any material information with respect to the plan
of distribution not previously disclosed in the registration statement or
any material change to such information in the registration statement;
Provided, however, that paragraphs (1)(i) and (1)(ii) do not
-----------------
apply if the information required to be included in a post-effective
amendment by those paragraphs is contained in periodic reports filed by the
Registrant pursuant to Section 13 or Section 15(d) of the Securities
Exchange Act of 1934 that are incorporated by reference in the Registration
Statement.
(2) That, for the purpose of determining any liability under the
Securities Act of 1933, each such post-effective amendment shall be deemed
to be a new registration statement relating to the securities offered
therein, and the offering of such securities at that time shall be deemed to
be the initial bona fide offering thereof.
-8-
<PAGE>
(3) To remove from registration by means of a post-effective amendment
any of the securities being registered which remain unsold at the
termination of the offering.
The undersigned Registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act of 1933, each filing of the
Registrant's annual report pursuant to section 13(a) or section 15(d) of the
Securities Exchange Act of 1934 that is incorporated by reference in the
registration statement shall be deemed to be a new registration statement
relating to the securities offered therein, and the offering of such
securities at that time shall be deemed to be the initial bona fide offering
thereof.
Insofar as indemnification for liabilities arising under the
Securities Act of 1933 may be permitted to directors, officers and
controlling persons of the Registrant pursuant to the foregoing provisions,
or otherwise, the Registrant has been advised that in the opinion of the
Securities and Exchange Commission such indemnification is against public
policy as expressed in the Act and is, therefore, unenforceable. In the
event that a claim for indemnification against such liabilities (other than
the payment by the Registrant of expenses incurred or paid by a director,
officer or controlling person of the Registrant in the successful defense of
any action, suit or proceeding) is asserted by such director, officer or
controlling person in connection with the securities being registered, the
Registrant will, unless in the opinion of its counsel the matter has been
settled by controlling precedent, submit to a court of appropriate
jurisdiction to the questions 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.
-9-
<PAGE>
CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS
We consent to the reference to our firm under the caption "Experts" in the
Registration Statement (Form S-3) and related Prospectus of Graphic
Industries, Inc. for the registration of 119,337 shares of its common stock
and to the incorporation by reference therein of our report dated March 14,
1994, with respect to the consolidated financial statements and schedules of
Graphic Industries, Inc. included or incorporated by reference in its Annual
Report (Form 10-K) for the year ended January 31, 1994, filed with the
Securities and Exchange Commission.
/s/ Ernst & Young
ERNST & YOUNG
Atlanta, Georgia
May 24, 1994
-10-
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the Registrant
certifies that it has reasonable grounds to believe that it meets all of the
requirements for filing on Form S-3 and has duly caused this Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Atlanta, State of Georgia, on May 24, 1994.
GRAPHIC INDUSTRIES, INC.
By: /s/ Mark C. Pope, III
-------------------------------------------
Mark C. Pope, III
Chairman of the Board and Chief Executive
Officer
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS that each person whose signature appears
below constitutes and appoints MARK C. POPE, III and MARK C. POPE, IV, and
each of them, as his true and lawful attorneys-in-fact and agents, with full
power of substitution and resubstitution, for him and in his 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 necessary to be done in and about the
premises, as fully to all intents and purposes as he might or could do in
person, hereby ratifying and confirming all that said attorneys-in-fact and
agents, or either of them, or their or his substitute or substitutes, 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 below by the following persons in the
capacities and on the dates indicated.
<TABLE>
<CAPTION>
Signature Title Date
--------- ----- ----
<S> <C> <C>
/s/ Mark C. Pope, III Chairman of the Board and Chief May 24, 1994
- ----------------------------- Executive Officer
Mark C. Pope, III (Principal Executive Officer)
/s/ Fred Johnson Chief Financial Officer and May 24, 1994
- ----------------------------- Treasurer (Principal Financial and
Fred Johnson Accounting Officer)
</TABLE>
-11-
<PAGE>
<TABLE>
<CAPTION>
<S> <C> <C>
/s/ Mark C. Pope, IV President and Director May 24, 1994
- -----------------------------
Mark C. Pope, IV
/s/ William A. Wood Director May 24, 1994
- -----------------------------
William A. Wood
/s/ John R. Pope Director May 24, 1994
- -----------------------------
John R. Pope
/s/ Clifford M. Kirtland, Jr. Director May 24, 1994
- -----------------------------
Clifford M. Kirtland, Jr.
/s/ James A. Hatcher Director May 24, 1994
- -----------------------------
James A. Hatcher
/s/ Ralph N. Strayhorn Director May 24, 1994
- -----------------------------
Ralph N. Strayhorn
/s/ Warren E. Andrews Director May 24, 1994
- -----------------------------
Warren E. Andrews
/s/ Carter D. Pope Director May 24, 1994
- -----------------------------
Carter D. Pope
/s/ Alvan A. Herring, Jr. Director May 24, 1994
- -----------------------------
Alvan A. Herring, Jr.
</TABLE>
-12-
<PAGE>
EXHIBIT INDEX
-------------
<TABLE>
<CAPTION>
Exhibit
Number Description Page
- ------- ----------- ----
<S> <C>
3(a) Amended and Restated Articles of Incorporation. (1) <C>
N/A
3(b) Bylaws. (2) N/A
4(a) See Articles V and VI of the Amended and Restated Articles N/A
of Incorporation contained in Exhibit 3(a) and Articles II
and VII of the Bylaws contained in Exhibit 3(b).
4(b) Form of Indenture, including Form of Debenture, between the N/A
Registrant and First National Bank of Atlanta. (3)
5 Opinion of Powell, Goldstein, Frazer & Murphy as to the
legality of the securities being registered. 15
23(a) Consent of Ernst & Young (see page immediately preceding 11
signature page to this Registration Statement).
23(b) The consent of Powell, Goldstein, Frazer & Murphy is contained
in its opinion filed as Exhibit 5 hereto. 16
24 Power of Attorney (see signature page to this Registration 12
Statement).
</TABLE>
_______________________________
(1) Incorporated by reference to Exhibit 3(a) of the Registrant's Annual
Report on Form 10-K for the fiscal year ended January 31, 1991 (File No.
0-12204).
(2) Incorporated by reference to Exhibit 3(b) of the Registrant's Annual
Report on Form 10-K for the fiscal year ended January 31, 1992 (File No.
0-12204).
(3) Incorporated by reference to Exhibit 4(b) of the Registrant's
Registration Statement on Form S-1 filed on April 30, 1986 (Regis. No.
33-5277).
-13-
<PAGE>
[LETTERHEAD OF POWELL, GOLDSTEIN, FRAZER & MURPHY APPEARS HERE]
Exhibit 5
---------
May 19, 1994
Graphic Industries, Inc.
2155 Monroe Drive, N.E.
Atlanta, Georgia 30324
Re: Registration Statement on Form S-3
----------------------------------
Ladies and Gentlemen:
We have served as counsel for Graphic Industries, Inc., a Georgia
corporation (the "Company"), in connection with the registration under the
Securities Act of 1933, as amended, pursuant to a Registration Statement on Form
S-3 (the "Registration Statement"), of an aggregate of 119,337 shares (the
"Shares") of common stock, $.10 par value, of the Company to be sold by the
selling shareholders named in the Registration Statement.
We have examined and are familiar with originals or copies (certified,
photostatic or otherwise identified to our satisfaction) of such documents,
corporate records and other instruments relating to the incorporation of the
Company and to the authorization for issuance of the Shares as we have deemed it
necessary and advisable.
In all such examinations, we have assumed the genuineness of all signatures
on all originals and copies of documents we have examined, the authenticity of
all documents submitted to us as originals and the conformity to original
documents of all certified, conformed or photostatic copies. As to questions of
fact material and relevant to our opinion, we have relied upon certificates or
representations of Company officials and of appropriate state, local and federal
officials.
We express no opinion as to matters under or involving laws other than the
laws of the State of Georgia.
Based upon and subject to the foregoing and having regard for such legal
considerations as we have deemed relevant, it is our opinion that the Shares are
validly issued, fully paid and non-assessable.
<PAGE>
Graphic Industries, Inc.
May 19, 1994
Page 2
We hereby consent to the reference to our Firm under the heading "Legal
Matters" in the Prospectus contained in the Registration Statement and to the
filing of this opinion as Exhibit 5 to the Registration Statement.
Very truly yours,
/s/ Powell, Goldstein, Frazer & Murphy
POWELL, GOLDSTEIN, FRAZER & MURPHY
