<PAGE>
AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON JULY 24, 1997.
REGISTRATION NO. 333-__________
================================================================================
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
____________________
FORM S-4
REGISTRATION STATEMENT UNDER THE
SECURITIES ACT OF 1933
____________________
GRAPHIC INDUSTRIES, INC.
(Exact name of registrant as specified in its charter)
<TABLE>
<CAPTION>
<S> <C> <C>
GEORGIA 2752 58-1101633
(State or other jurisdiction of (Primary Standard Industrial (I.R.S. Employer
incorporation or organization) Classification Number) Identification No.)
</TABLE>
2155 Monroe Drive, N.E.
Atlanta, Georgia 30324
(404) 874-3327
(Address, including zip code, and telephone number,
including area code, of registrant'scprincipal 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:
KATHERINE M. KOOPS, Esq.
Powell, Goldstein, Frazer & Murphy LLP
Sixteenth Floor
191 Peachtree Street, N.E.
Atlanta, Georgia 30303
(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 securities being registered on this Form are being offered in
connection with the formation of a holding company and there is compliance with
General Instruction G, 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....... 2,500,000 shares $12.625 $31,562,500 $9,564.39
- -------------------------------------------------------------------------------------------------------------------
</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
July 21, 1997 as reported by the New York Stock Exchange.
____________________
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>
GRAPHIC INDUSTRIES, INC.
CROSS REFERENCE SHEET PURSUANT TO ITEM 501(B) OF REGULATIONS S-K
BETWEEN REGISTRATION STATEMENT AND FORM OF PROSPECTUS
<TABLE>
<CAPTION>
ITEM
NUMBER CAPTION IN FORM S-4 CAPTION IN PROSPECTUS
- ------ ------------------- ---------------------
<C> <S> <C>
1 Forepart of Registration Statement and Outside Front
Cover Page of Prospectus................................ Facing Page of Registration Statement;
Cross Reference Sheet; Prospectus Cover
Page
2 Inside Front and Outside Back Cover Pages of
Prospectus.............................................. Available Information; Incorporation of
Certain Documents by Reference
3 Risk Factors, Ratios of Earnings to Fixed Charges and
Other Information....................................... Not Applicable
4 Terms of the Transaction................................ Not Applicable
5 Pro Forma Financial Information......................... Not Applicable
6 Material Contacts with the Company Being Acquired....... Not Applicable
7 Additional Information Required for Reoffering by
Persons and Parties Deemed to be Underwriters........... Not Applicable
8 Interests of Named Experts and Counsel.................. Experts; Legal Matters
9 Disclosure of Commission Position on Indemnification
for Securities Liabilities.............................. Not Applicable
10 Information with Respect to S-3 Registrants............. The Company; Incorporation of Certain
Documents by Reference
11 Incorporation by Certain Information by Reference....... Incorporation of Certain Documents by
Reference
12 Information with Respect to S-2 or S-3 Registrants...... Not Applicable
13 Incorporation of Certain Information by Reference....... Not Applicable
14 Information with Respect to Registrants Other Than S-3
or S-2 Registrants...................................... Not Applicable
15 Information with Respect to S-3 Companies............... Not Applicable
16 Information with Respect to S-2 or S-3 Companies........ Not Applicable
17 Information with Respect to Companies Other Than S-3
or S-2 Companies........................................ Not Applicable
18 Information if Proxies, Consents or Authorizations are
to be Solicited......................................... Not Applicable
19 Information if Proxies, Consents or Authorizations are
not to be Solicited, or in an Exchange Offer............ Not Applicable
</TABLE>
<PAGE>
P R O S P E C T U S
- -------------------
2,500,000 SHARES
GRAPHIC INDUSTRIES, INC.
COMMON STOCK
____________________
This Prospectus relates to 2,500,000 shares of common stock, $.10 par value
per share ("Common Stock"), of Graphic Industries, Inc. (the "Company") that may
be offered by the Company from time to time in connection with future
acquisitions of businesses or assets related to financial and corporate
printing, reprographic services, commercial printing, direct mail printing or
other forms of graphic communication. The consideration to be paid by the
Company in such acquisitions will consist of shares of Common Stock, cash, notes
or other evidences of indebtedness, assumption of liabilities, or a combination
thereof, as determined from time to time through negotiations between the
Company and the owners or controlling persons of the businesses or assets to be
acquired.
The terms of each acquisition will be determined by negotiations between the
Company's representatives and the owners or controlling persons of the business
or assets to be acquired. Factors to be taken into account in acquisitions may
include, among others, the quality and reputation of the business to be acquired
and its management, the strategic market position of the business to be
acquired, its assets, earning power, cash flow and growth potential, and the
market value of its common stock when pertinent. It is anticipated that shares
of Common Stock issued in any such acquisition will be valued at a price
reasonably related to the current market value of the Common Stock, either at
the time the terms of the acquisition are tentatively agreed upon, at the time
of signing of a definitive agreement, at or about the time of closing, or during
the period or periods prior to delivery of the shares.
The Company does not expect to pay discounts or commissions in connection with
the registration and sale of the shares being offered hereby except that
finder's fees may be paid from time to time in connection with specific
acquisitions. Any person receiving such fees may be deemed to be an
"underwriter" under the Securities Act of 1933, as amended (the "Securities
Act").
The Common Stock is listed on the New York Stock Exchange, Inc. On July 21,
1997, the last reported sale price of the Common Stock of the Company reported
on the New York Stock Exchange Composite Tape was $12.5625 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
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 _______________, 1997
<PAGE>
AVAILABLE INFORMATION
The Company has filed with the Securities and Exchange Commission (the
"Commission") a Registration Statement on Form S-4 (the "Registration
Statement"), of which this Prospectus forms a part, covering the shares of
Common Stock offered hereby.
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.
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 are available for inspection
and copying at the public reference facilities maintained by the
Commission at Room 1024, 450 Fifth Street, N.W., Washington, D.C. 20549
and at certain regional offices of the Commission located at 500 West
Madison Street, Suite 1400, Chicago, Illinois 60661-2551 and Seven 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., Washington, D.C. 20549 at prescribed rates. The Common
Stock is listed on the New York Stock Exchange, Inc. ("NYSE"). Reports,
proxy statements and other information concerning the Company can be
inspected at the NYSE, 20 Broad Street, New York, New York 10005.
THIS PROSPECTUS INCORPORATES DOCUMENTS BY REFERENCE WHICH ARE NOT
PRESENTED HEREIN OR DELIVERED HEREWITH. SUCH DOCUMENTS ARE AVAILABLE UPON
REQUEST FROM THE SECRETARY, GRAPHIC INDUSTRIES, INC., 2155 MONROE DRIVE,
N.E., ATLANTA, GEORGIA 30324 (TELEPHONE: (404) 874-3327). IN ORDER TO
ENSURE TIMELY DELIVERY OF THE DOCUMENTS, ANY REQUEST SHOULD BE MADE BY THE
FIFTH BUSINESS DAY PRIOR TO THE DATE ON WHICH THE FINAL INVESTMENT
DECISION MUST BE MADE WITH RESPECT TO COMMON STOCK OFFERED HEREUNDER BY A
RECIPIENT OF THE PROSPECTUS.
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. THIS PROSPECTUS DOES NOT CONSTITUTE AN OFFER TO SELL, OR A
SOLICITATION OF AN OFFER TO BUY, THE 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.
-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 and is one of the leading 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 18 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.
LEGAL MATTERS
The legality of the shares of Common Stock offered hereby is being
passed upon by Powell, Goldstein, Frazer & Murphy LLP, 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, 1997 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.
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, 1997 (Commission File No. 0-12204);
-3-
<PAGE>
(2) The Company's Quarterly Report on Form 10-Q for the period
ended April 30, 1997 (Commission File No. 0-12204);
(3) The description of the Company's Common Stock contained in
the Company's Registration Statement filed pursuant to Section 12(b)
of the Exchange Act on Form 8-A (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.
The Company hereby undertakes to provide without charge to each person,
including any beneficial owner to whom this Prospectus is delivered, upon
written or oral request of such person, a copy of any and all of the
information that has been incorporated by reference in this Prospectus
(not including exhibits to the information that is incorporated by
reference unless such exhibits are specifically incorporated by reference
into the information that this Prospectus incorporates). Requests should
be directed to the Secretary, Graphic Industries, Inc., 2155 Monroe Drive,
N.E., Atlanta, Georgia 30324 (telephone: (404) 874-3327).
-4-
<PAGE>
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
ITEM 20. 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 21. EXHIBITS.
The following exhibits are filed herewith or incorporated by reference
herein:
Exhibit
Number Description
------- -----------
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)
5 Opinion of Powell, Goldstein, Frazer & Murphy LLP, as to the
legality of the securities being registered.
II-1
<PAGE>
Exhibit
Number Description
------- -----------
23(a) Consent of Ernst & Young LLP.
23(b) Consent of Powell, Goldstein, Frazer & Murphy LLP, 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 (Reg.
No. 33-5277).
ITEM 22. 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
II-2
<PAGE>
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.
(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 herein, and the offering of
such securities at that time shall be deemed to be the initial bona fide
offering thereof.
The undersigned Registrant hereby undertakes to respond to requests for
information that is incorporated by reference into the prospectus pursuant
to Item 4, 10(b), 11, or 13 of this Form, within one business day of
receipt of such request, and to send the incorporated documents by first
class mail or other equally prompt means. This includes information
contained in documents filed subsequent to the effective date of the
registration statement through the date of responding to the request.
The undersigned Registrant hereby undertakes to supply by means of a
post-effective amendment all information concerning a transaction, and the
company being acquired involved therein, that was not the subject of and
included in the registration statement when it became effective.
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>
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-4 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
July 11, 1997.
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 as 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, 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 attorney-in-fact and
agent 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 attorney-in-fact and agent, or his
substitute or substitutes, may lawfully do or cause to be done by virtue
hereof.
<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.
SIGNATURE TITLE DATE
--------- ----- ----
/s/ Mark C. Pope III Chairman of the Board and Chief July 11, 1997
- ----------------------------- Executive Officer
Mark C. Pope III (Principal Executive Officer)
/s/ Alvan A. Herring, Jr. Director and Principal July 11, 1997
- ----------------------------- Financial
Alvan A. Herring, Jr. Officer
/s/ William A. Wood, Jr. Director July 11, 1997
- -----------------------------
William A. Wood, Jr.
/s/ John R. Pope Director July 11, 1997
- -----------------------------
John R. Pope
/s/ James A. Hatcher Director July 13, 1997
- -----------------------------
James A. Hatcher
/s/ Ralph N. Strayhorn, Jr. Director July 11, 1997
- -----------------------------
Ralph N. Strayhorn, Jr.
/s/ Warren E. Andrews Director July 11, 1997
- -----------------------------
Warren E. Andrews
/s/ Carter D. Pope Director July 11, 1997
- -----------------------------
Carter D. Pope
/s/ Leo Benatar Director July 11, 1997
- -----------------------------
Leo Benatar
<PAGE>
EXHIBIT INDEX
-------------
Exhibit
Number Description
- ------- -----------
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 First National Bank of Atlanta. (3)
5 Opinion of Powell, Goldstein, Frazer & Murphy LLP as to the legality
of the securities being registered.
23(a) Consent of Ernst & Young LLP.
23(b) Consent of Powell, Goldstein, Frazer & Murphy LLP 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 (Reg. No. 33-5277).
<PAGE>
Exhibit 5
---------
July 23, 1997
Graphic Industries, Inc.
2155 Monroe Drive, N.E.
Atlanta, Georgia 30324
Re: Registration Statement on Form S-4
----------------------------------
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-4 (the "Registration Statement"), of an aggregate of 2,500,000 shares
(the "Shares") of common stock, $.10 par value per share, of the Company to be
issued from time to time by the Company as described 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
have been duly authorized and, when issued as described in the Registration
Statement and upon receipt of consideration therefor as contemplated therein
will be, 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 LLP
<PAGE>
EXHIBIT 23(a)
-------------
CONSENT OF INDEPENDENT AUDITORS
We consent to the reference to our firm under the caption "Experts" in the
Registration Statement (Form S-4) and related Prospectus of Graphic
Industries, Inc. for the registration of 2,500,000 shares of its common stock
and to the incorporation by reference therein of our report dated March 12,
1997, 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, 1997, filed with the
Securities and Exchange Commission.
ERNST & YOUNG LLP
Atlanta, Georgia
July 18, 1997
