<PAGE>
AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON APRIL 30, 1996
REGISTRATION NO. [________]
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. CHARLES SCHAEFER, Esq.
Powell, Goldstein, Frazer & Murphy Walter & Haverfield
Sixteenth Floor 1300 Terminal Tower
191 Peachtree Street, N.E. Cleveland, Ohio 44113-2253
Atlanta, Georgia 30303 (216) 781-1212
(404) 572-6600
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 37,770 shares $10.6875 $403,666.87 $139.18
- --------------------------------------------------------------------------------------------------------------
</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
April 25, 1996 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
-------------------
37,770 SHARES
GRAPHIC INDUSTRIES, INC.
COMMON STOCK
____________________
This Prospectus relates to 37,770 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). See "Sale of Shares."
The Company previously registered 246,154 shares of common stock, $.10 par
value (the "Original Shares") with the Securities and Exchange Commission by
filing a Registration Statement on Form S-3 on December 21, 1995. The Selling
Shareholders acquired 221,539 of the Original Shares from the Company on
September 29, 1995 (the "Consideration Shares") in connection with the
Company's acquisition of a company owned by the Selling Shareholders (the
"Merger") and the remaining 24,615 Original Shares (the "Escrow Shares") were
issued in escrow in connection with the Merger and were distributed to the
Selling Shareholders after a six month escrow period.
On April 10, 1996, the Selling Shareholders acquired the Shares from the
Company as additional consideration in the Merger upon final determination of
the purchase price adjustment. See "Recent Developments".
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."
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 April
25, 1996, the last reported sale price of the Common Stock of the Company
reported on the Nasdaq National Market System was $10.5625 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 COMMIS-
SION PASSED UPON THE ACCURACY OR ADEQUACY OF THIS PROSPECTUS.
ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.
____________________
The date of this Prospectus is _______ ___, 1996.
<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,
Room 1024, 450 Fifth Street, N.W., Judiciary Plaza, Washington, D.C. 20549 at
prescribed rates.
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 19 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.
-2-
<PAGE>
RECENT DEVELOPMENTS
On September 29, 1995, the Company acquired Carpenter Reserve Printing
Company ("Carpenter") pursuant to an Agreement and Plan Merger (the "Merger
Agreement") dated September 21, 1995 among the Company, Carpenter Acquisition
Company ("Acquisition"), Carpenter and the Selling Shareholders, who are the
former shareholders of Carpenter. Pursuant to the Merger Agreement, the
Company issued the Original Shares to the Selling Shareholders (including the
Escrow Shares into escrow) and Carpenter was merged with and into Acquisition.
The Selling Shareholders acquired the Consideration Shares in the acquisition,
and received all of the Escrow Shares after a six-month escrow period. The
Original Shares were previously registered for resale by the Selling
Shareholders with the Commission on Form S-3 (Reg. No. 33-65233).
Also, under the Merger Agreement, the purchase price was adjusted upward
based on an increase in the net book value of Carpenter from the date of the
Interim Balance Sheet to the date of the Closing. Based on the purchase price
adjustment formula set forth in the Merger Agreement, the number of additional
shares was computed to be 37,770 which was then allocated to the Selling
Shareholders of Carpenter according to their respective former percentages of
ownership. Such adjustment was agreed to by the parties as of March 1, 1996,
and resulted in the distribution of the Shares to the Selling Shareholders on
April 10, 1996. (See "Selling Shareholders").
The Registration Statement of which this Prospectus is a part was filed with
the Commission pursuant to the registration provisions of the Merger
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 such Selling
Shareholder 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 on 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 the sale by the Selling Shareholders of all of
the Original Shares and completion of the offering, assuming all of the
Original Shares and 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.
Number of Shares Allocated
Following the Adjustment
Selling Shareholder in the Purchase Price
------------------- --------------------------
<TABLE>
<CAPTION>
<S> <C>
Richard A. Amendola 14,156A/1/
Ronald R. Meredith 14,156A/1/
Jack W. Kothera 2,976A/2/
Sandra L. Kothera 2,081A/3/
Geraldine R. Steger 2,232A/4/
Rose Mary Bour 744A/5/
Robert E. Highman 744A/5/
Thomas D. Stewart 427A/6/
E. Alfred Schroeder 212A/7/
Russell C. Shaw 42A/8/
----------
</TABLE>
-3-
<PAGE>
- --------------
/1/ Received 83,033 Original Shares and 9,226 Escrow Shares
/2/ Received 17,457 Original Shares and 1,939 Escrow Shares
/3/ Received 12,207 Original Shares and 1,356 Escrow Shares
/4/ Received 13,093 Original Shares and 1,455 Escrow Shares
/5/ Received 4,364 Original Shares and 485 Escrow Shares
/6/ Received 2,503 Original Shares and 278 Escrow Shares
/7/ Received 1,241 Original Shares and 138 Escrow Shares
/8/ Received 244 Original Shares and 27 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 Company agreed to indemnify the Selling
Shareholders against certain liabilities, including liabilities under
Securities Act.
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 Street, N.E., Atlanta, Georgia 30303.
EXPERTS
The consolidated financial statements and schedule of the Company
appearing or incorporated by reference in the Company's Annual Report on
Form 10-K for the year ended January 31, 1996 have been audited by Ernst &
Young LLP, independent auditors, as set forth in their report thereon
included therein and incorporated herein by reference. Such consolidated
financial statements and schedule are incorporated herein by reference in
reliance upon such report given upon the authority of such firm as experts
in accounting and auditing.
-4-
<PAGE>
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, 1996 (Commission File No. 0-12204);
(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).
(3) The Company's Registration Statement on Form S-3 filed with the
Commission on December 21, 1995 (Reg. No. 33-65223).
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.
-----------------------------------------
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.
-----------------------------------------
-5-
<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........... $ 139.18
Nasdaq Additional Listing fee.. 2,000.00
Accounting fees and expenses... 2,500.00
Legal fees and expenses........ 3,000.00
Miscellaneous expenses......... 200.00
---------
Total.................... $7,839.18
=========
</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).
4(b) Form of Indenture, including Form of Debenture, between the Registrant
and the First National Bank of
Atlanta. (3)
II-1
<PAGE>
5 Opinion of Powell, Goldstein, Frazer & Murphy as to the legality of
the securities being registered.
23(a) Consent of Ernst & Young LLP (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).
99 Agreement and Plan of Merger dated September 21, 1995 among Graphic
Industries, Inc., Carpenter Acquisition Company, Carpenter Reserve
Printing Company, and the former shareholders of Carpenter Reserve
Printing Company named below. (4)
________________________________
(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 (Reg.
No. 33-5277).
(4) Incorporated by reference to Exhibit 99 of the Registrant's
Registration Statement on Form S-3 filed on December 21, 1995 (Reg. No.
33-65223).
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.
II-2
<PAGE>
(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.
(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.
II-3
<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 37,770 shares of its common stock and
to the incorporation by reference therein of our report dated March 12, 1996,
with respect to the consolidated financial statements and schedule of Graphic
Industries, Inc. included or incorporated by reference in its Annual Report
(Form 10-K) for the year ended January 31, 1996, filed with the Securities and
Exchange Commission.
ERNST & YOUNG LLP
Atlanta, Georgia
April 24, 1996
II-4
<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 April 23, 1996.
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.
II-5
<PAGE>
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 April 23, 1996
- ----------------------------- Executive Officer
Mark C. Pope III (Principal Executive Officer)
/s/ David S. Fraser Chief Financial Officer and April 23, 1996
- ----------------------------- Treasurer (Principal Financial and
David S. Fraser Accounting Officer)
/s/ Mark C. Pope IV President and Director April 23, 1996
- -----------------------------
Mark C. Pope IV
/s/ William A. Wood, Jr. Director April 23, 1996
- -----------------------------
William A. Wood, Jr.
/s/ John R. Pope Director April 23, 1996
- -----------------------------
John R. Pope
Director
Clifford M. Kirtland, Jr.
/s/ James A. Hatcher Director April 23, 1996
- -----------------------------
James A. Hatcher
/s/ Ralph N. Strayhorn, Jr. Director April 23, 1996
- -----------------------------
Ralph N. Strayhorn, Jr.
/s/ Warren E. Andrews Director April 23, 1996
- -----------------------------
Warren E. Andrews
/s/ Carter D. Pope Director April 23, 1996
- -----------------------------
Carter D. Pope
/s/ Alvan A. Herring, Jr. Director April 23, 1996
- -----------------------------
Alvan A. Herring, Jr.
</TABLE>
II-6
<PAGE>
EXHIBIT INDEX
-------------
<TABLE>
<CAPTION>
Exhibit
Number Description Page
- --------- ------------------------------------------------------------------------------------- ----
<S> <C> <C>
3(a) Amended and Restated Articles of Incorporation. (1) N/A
3(b) Bylaws. (2) N/A
4(a) See Articles V and VI of the Amended and Restated Articles of Incorporation N/A
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 Registrant and First N/A
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 LLP (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). __
99 Agreement and Plan of Merger dated September 21, 1995 among Graphic Industries, N/A
Inc., Carpenter Acquisition Company, Carpenter Reserve Printing Company, and the
former shareholders of Carpenter Reserve Printing Company named therein. (4)
</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 (Reg. No. 33-
5277).
(4) Incorporated by reference to Exhibit 99 of the Registrant's Registration
Statement on Form S-3 filed on December 21, 1995 (Reg. No. 33-65223).
<PAGE>
[LETTERHEAD OF POWELL, GOLDSTEIN, FRAZER & MURPHY APPEARS HERE]
EXHIBIT 5
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April 30, 1996
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 37,770 shares (the
"Shares") of common stock, $.10 par value, of the Company to be sold by the
selling shareholder 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
necessary or 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.
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,
POWELL, GOLDSTEIN, FRAZER & MURPHY
