<PAGE>
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF
THE SECURITIES EXCHANGE ACT OF 1934
DATE OF REPORT (DATE OF EARLIEST EVENT REPORTED): OCTOBER 16, 1995
CADMUS COMMUNICATIONS CORPORATION
(Exact Name of Registrant as Specified in Charter)
VIRGINIA
(State or Other Jurisdiction
of Incorporation)
0-12954
(Commission
File Number)
54-1274108
(I.R.S. Employer
Identification No.)
6620 WEST BROAD STREET, SUITE 500
RICHMOND, VIRGINIA 23230
(Address of Principal Executive Offices)
REGISTRANT'S TELEPHONE NUMBER, INCLUDING AREA CODE
(804) 287-5680
<PAGE>
ITEM 5. OTHER EVENTS.
On September 12, 1995, Cadmus Communications Corporation ("Cadmus" or the
"Company"), through its wholly-owned subsidiary Cadmus Direct Marketing, Inc.,
acquired certain of the assets and certain liabilities of The Mowry Company
("Mowry"), a direct marketing agency headquartered in Long Beach, California. On
October 12, 1995, Cadmus Interactive, Inc., a wholly-owned subsidiary of the
Company, entered into a letter of intent to acquire substantially all of the
assets and certain liabilities of PeachWeb Corp. ("PeachWeb"), a developer of
Internet and World Wide Web services for clients. On October 13, 1995, the
Company entered into a purchase agreement to acquire substantially all of the
assets and certain liabilities of The Software Factory, Inc. ("Software
Factory"), a provider of software packaging and media duplication services. The
consummation of the transactions with the Software Factory and PeachWeb are
subject to certain conditions.
Additional information with respect to the acquisitions is set forth in the
press release filed as Exhibit 99.1 hereto, which is incorporated by reference
herein.
ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS.
(a) Financial statements of The Software Factory, Inc.
Report of Independent Public Accountants
Balance Sheet -- As of June 30, 1995
Statement of Income -- For the Year Ended June 30, 1995
Statement of Cash Flows -- For the Year Ended June 30, 1995
Notes to Financial Statements
(b) Pro forma financial statements of Cadmus Communications Corporation and
Subsidiaries
Pro Forma Consolidated Balance Sheet -- As of June 30, 1995
Pro Forma Consolidated Statement of Income -- For the Year Ended June
30, 1995
Notes to Pro Forma Consolidated Financial Statements
(c) Exhibits
23.1 Consent of Arthur Andersen LLP
99.1 Press Release
1
<PAGE>
REPORT OF INDEPENDENT PUBLIC ACCOUNTANTS
To the Shareholder and Board of Directors of
The Software Factory, Inc.:
We have audited the accompanying balance sheet of The Software Factory, Inc. (a
Georgia corporation), as of June 30, 1995, and the related statements of income
and cash flows for the year then ended. These financial statements are the
responsibility of the Company's management. Our responsibility is to express an
opinion on these financial statements based on our audit.
We conducted our audit in accordance with generally accepted auditing standards.
Those standards require that we plan and perform an audit to obtain reasonable
assurance about whether the financial statements are free of material
misstatement. An audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the financial statements. An audit also includes
assessing the accounting principles used and significant estimates made by
management, as well as evaluating the overall financial statement presentation.
We believe that our audit provides a reasonable basis for our opinion.
In our opinion, the financial statements referred to above present fairly, in
all material respects, the financial position of The Software Factory, Inc., as
of June 30, 1995, and the results of its operations and its cash flows for the
year then ended, in conformity with generally accepted accounting principles.
ARTHUR ANDERSEN LLP
Richmond, Virginia,
October 2, 1995
2
<PAGE>
THE SOFTWARE FACTORY, INC.
BALANCE SHEET
AS OF JUNE 30, 1995
<TABLE>
<S> <C>
ASSETS
Current assets:
Cash and cash equivalents $ 679,415
Accounts receivable, net of allowance for doubtful accounts of $81,500 656,040
Inventories 313,772
Other current assets 28,868
Total current assets 1,678,095
Property, plant and equipment, net 247,681
Other assets 46,336
Total assets $1,972,112
LIABILITIES AND SHAREHOLDER'S EQUITY
Current liabilities:
Note payable -- current portion $ 3,319
Accounts payable 854,379
Accrued expenses --
Compensation 242,564
Total current liabilities 1,100,262
Note payable, net of current portion 5,031
Total liabilities 1,105,293
Shareholder's equity:
Common stock (No par value, authorized -- 100,000 shares; issued and outstanding -- 65,700 shares) 500
Retained earnings 866,319
Total shareholder's equity 866,819
Total liabilities and shareholder's equity $1,972,112
</TABLE>
The accompanying notes are an integral part of this balance sheet.
3
<PAGE>
THE SOFTWARE FACTORY, INC.
STATEMENT OF INCOME
FOR THE YEAR ENDED JUNE 30, 1995
<TABLE>
<S> <C>
Net sales $10,778,939
Operating expenses:
Cost of sales 6,921,203
Selling and administrative expenses 1,552,253
8,473,456
Operating income 2,305,483
Other income (expenses):
Interest income, net 15,567
Other expenses, net (27,140)
(11,573)
Net income $ 2,293,910
</TABLE>
The accompanying notes are an integral part of this statement.
4
<PAGE>
THE SOFTWARE FACTORY, INC.
STATEMENT OF CASH FLOWS
FOR THE YEAR ENDED JUNE 30, 1995
<TABLE>
<S> <C>
Cash flows from operating activities:
Net income $ 2,293,910
Adjustments to reconcile net income to net cash provided by operating activities --
Depreciation and amortization 90,733
Loss on sales of fixed assets 27,140
Changes in assets and liabilities:
Decrease (increase) in --
Accounts receivable 412,822
Inventories (131,655)
Prepaid expenses and other current assets (12,233)
Increase in --
Accounts payable 253,464
Accrued expenses -- compensation 53,709
Net cash provided by operating activities 2,987,890
Cash flows from investing activities:
Capital expenditures (86,461)
Cash flows from financing activities:
Borrowings on note payable 10,372
Payments on note payable (2,022)
Distributions to shareholder (2,618,681)
Net cash used in financing activities (2,610,331)
Net increase in cash and cash equivalents 291,098
Cash and cash equivalents, beginning of year 388,317
Cash and cash equivalents, end of year $ 679,415
Supplemental disclosures of cash flow information --
Cash paid during the year for interest $ 746
</TABLE>
The accompanying notes are an integral part of this statement.
5
<PAGE>
THE SOFTWARE FACTORY, INC.
NOTES TO FINANCIAL STATEMENTS
(1) NATURE OF BUSINESS AND SIGNIFICANT ACCOUNTING POLICIES
NATURE OF BUSINESS
The Software Factory, Inc. (the "Company"), a Georgia corporation, produces,
delivers and distributes software products. It provides software packaging and
media duplication services to approximately 400 small to medium sized software
publishers and corporations. The Company maintains a broad customer base,
including financial services companies, computer hardware manufacturers and
distributors, and software publishers.
REVENUE RECOGNITION
Substantially all products are produced to customer specifications. Upon
completion of manufacturing, products are shipped and revenue is recognized.
CASH AND CASH EQUIVALENTS
Cash and cash equivalents include all cash balances and highly liquid
investments with an original maturity of three months
or less.
INVENTORIES
Inventories are valued at the lower of cost or market, with cost determined on
an average cost basis and market based on the lower of replacement cost or
estimated net realizable value. Inventories as of June 30, 1995, consist of the
following:
<TABLE>
<S> <C>
Raw material and supplies $297,889
Work in process 15,883
$313,772
</TABLE>
PROPERTY, PLANT AND EQUIPMENT
Property, plant and equipment are depreciated on a double declining balance
basis over the estimated useful lives of assets. Leasehold improvements are
amortized over the lesser of the useful life of the property or the term of the
lease. The values and estimated useful lives of the assets at June 30, 1995, are
as follows:
<TABLE>
<CAPTION>
ESTIMATED
LIFE
<S> <C> <C>
Furniture and fixtures $ 52,037 7 yrs.
Leasehold improvements 7,232 3 yrs
Machinery and equipment 755,318 5 yrs
814,587
Less -- Accumulated depreciation and amortization (566,906)
$ 247,681
</TABLE>
INCOME TAXES
The Company is qualified as an "S" corporation under the rules of the Internal
Revenue Code. As a result, substantially all taxable income and related tax
attributes flow through directly to the shareholder of the Company. Therefore,
no provision for income taxes has been made because the Company has no
obligation for such taxes.
6
<PAGE>
(2) NOTE PAYABLE
In September 1994, the Company purchased machinery and financed it with a note
payable. The note is payable over three years and has an interest rate of 11
percent. It is secured by a lien on the purchased machinery. The note is to be
repaid as follows.
<TABLE>
<CAPTION>
YEAR
ENDING
JUNE 30,
<S> <C>
1996 $3,319
1997 3,705
1998 1,326
$8,350
</TABLE>
(3) OPERATING LEASE
The Company leases certain property and equipment under noncancelable operating
leases that expire at various dates
through 1998.
Future minimum rental payments, net of minimum sublease income, under these
lease agreements are as follows:
<TABLE>
<CAPTION>
YEAR
ENDING
JUNE 30,
<S> <C>
1996 $134,337
1997 134,337
1998 100,753
$369,427
</TABLE>
Rent expense for the year ended June 30, 1995 was approximately $134,000.
(4) SHAREHOLDER'S EQUITY
Shareholder's equity consists of the following:
<TABLE>
<CAPTION>
COMMON RETAINED
STOCK EARNINGS TOTAL
<S> <C> <C> <C>
Balance, June 30, 1994 $500 $ 1,191,090 $ 1,191,590
Net income -- 2,293,910 2,293,910
Distributions to shareholder -- (2,618,681) (2,618,681)
Balance, June 30, 1995 $500 $ 866,319 $ 866,819
</TABLE>
Holders of the common stock are entitled to vote in all proceedings of the board
of directors and participate in all dividends when declared by the board of
directors.
The Company has a shareholders' agreement whereby the Company has the right of
first refusal to purchase the shares of any shareholder in the event of the
shareholder's death or should the shareholder decide to sell his shares.
(5) STOCK OPTION AND PHANTOM STOCK AGREEMENTS
In the period 1987 to 1993, the Company entered into phantom stock agreements
with certain key employees under which the employees would share in a combined
total of approximately 17 percent of the net proceeds of the sale of the Company
by the sole shareholder, or the sale of substantially all the assets of the
Company. Under the terms of the agreements, the employees are entitled to
receive payment only upon the occurrence of such a sale.
In June 1994, pursuant to a non-qualified stock option agreement, the Company
granted an option to purchase 4,166 shares of common stock to a key employee at
an exercise price of $45.48 per share, the fair value of the Company's stock at
the grant date, as determined by the Company's board of directors. The option
becomes fully vested and immediately exercisable upon the
7
<PAGE>
sale or transfer of substantially all the assets of the Company or the sale or
transfer of more than one-third of the issued and outstanding common stock by
the holders thereof within a six month period.
(6) SIGNIFICANT CUSTOMERS
Net sales include sales to two customers which accounted for 12 percent and 11
percent, respectively, of net sales for the year ended June 30, 1995.
(7) SUBSEQUENT EVENT
In September 1995, the Company signed a letter of intent to sell substantially
all of its assets (excluding cash and certain other assets) and liabilities to
Cadmus Communications Corporation.
8
<PAGE>
CADMUS COMMUNICATIONS CORPORATION AND SUBSIDIARIES
PRO FORMA CONSOLIDATED BALANCE SHEET (UNAUDITED)
AS OF JUNE 30, 1995
<TABLE>
<CAPTION>
PRO FORMA
HISTORICAL PRO FORMA PRO FORMA ADJUSTMENTS
CADMUS ADJUSTMENTS FOR FOR
IN THOUSANDS COMMUNICATIONS ACQUISITIONS FOR ACQUISITIONS ACQUISITIONS OFFERING
<S> <C> <C> <C> <C> <C>
ASSETS
Current Assets
Cash and cash equivalents $ 226 $ 1,036 $ (12,319)(a)(b) $ (11,057) $ 19,412 (f)
Accounts receivable, net 57,204 1,466 (728)(a) 57,942
Inventories 16,308 326 16,634
Deferred income taxes 1,092 1,092
Prepaid expenses and other 1,489 90 (55)(a) 1,524
Total current assets 76,319 2,918 (13,102) 66,135 19,412
Property, plant, and equipment, net 84,570 326 84,896
Investment in unconsolidated joint
venture
Other assets 2,400 46 (35)(a) 2,411
Goodwill and intangibles, net 8,281 13,383 (c) 21,664
TOTAL ASSETS $ 171,570 $ 3,290 $ 246 $ 175,106 $ 19,412
LIABILITIES AND SHAREHOLDERS' EQUITY
Current liabilities
Short-term borrowings $ 3,775 $ $ $ 3,775 $ (3,775)(g)
Current maturities of long-term
debt 2,381 3 2,384 (2,200)(g)
Accounts payable 18,818 1,063 (178)(a) 19,703
Accrued expenses
Compensation 10,905 386 (143)(a) 11,148
Restructuring charge 120 120
Other 7,907 366 8,273
Total current liabilities 43,906 1,818 (321) 45,403 (5,975)
Long-term debt 53,961 39 54,000 (9,000)(g)
Other long-term liabilities 7,180 7,180
Deferred income taxes 4,641 4,641
Commitments and contingencies
Shareholders' equity
Common stock 3,015 16 24 (d)(e) 3,055 750 (h)
Partnership equity 450 (450)(d)
Capital in excess of par value 12,448 1,960 (e) 14,408 34,250 (h)
Retained earnings 46,419 967 (967)(d) 46,419 (613)(i)
Total shareholders' equity 61,882 1,433 567 63,882 34,387
TOTAL LIABILITIES AND SHAREHOLDERS'
EQUITY $ 171,570 $ 3,290 $ 246 $ 175,106 $ 19,412
</TABLE>
<TABLE>
<CAPTION>
PRO
IN THOUSANDS FORMA
<S> <C>
ASSETS
Current Assets
Cash and cash equivalents $ 8,355
Accounts receivable, net 57,942
Inventories 16,634
Deferred income taxes 1,092
Prepaid expenses and other 1,524
Total current assets 85,547
Property, plant, and equipment, net 84,896
Investment in unconsolidated joint
venture
Other assets 2,411
Goodwill and intangibles, net 21,664
TOTAL ASSETS $194,518
LIABILITIES AND SHAREHOLDERS' EQUITY
Current liabilities
Short-term borrowings $
Current maturities of long-term
debt 184
Accounts payable 19,703
Accrued expenses
Compensation 11,148
Restructuring charge 120
Other 8,273
Total current liabilities 39,428
Long-term debt 45,000
Other long-term liabilities 7,180
Deferred income taxes 4,641
Commitments and contingencies
Shareholders' equity
Common stock 3,805
Partnership equity
Capital in excess of par value 48,658
Retained earnings 45,806
Total shareholders' equity 98,269
TOTAL LIABILITIES AND SHAREHOLDERS'
EQUITY $194,518
</TABLE>
See Notes to Pro Forma Consolidated Financial Statements.
9
<PAGE>
CADMUS COMMUNICATIONS CORPORATION AND SUBSIDIARIES
PRO FORMA CONSOLIDATED STATEMENT OF INCOME (UNAUDITED)
YEAR ENDED JUNE 30, 1995
<TABLE>
<CAPTION>
YEAR ENDED JUNE 30, 1995
PRO FORMA
HISTORICAL PRO FORMA PRO FORMA ADJUSTMENTS
CADMUS ADJUSTMENTS FOR FOR
IN THOUSANDS, EXCEPT PER SHARE DATA COMMUNICATIONS ACQUISITIONS FOR ACQUISITIONS ACQUISITIONS OFFERING
<S> <C> <C> <C> <C> <C>
Net sales $ 279,641 $ 15,114 $ $ 294,755 $
Operating expenses
Cost of sales 209,415 10,281 219,696
Selling and administrative 52,172 2,194 (234)(a) 54,132
261,587 12,475 (234) 273,828
Operating income 18,054 2,639 234 20,927
Interest and other (income) expenses
Interest 5,351 (37) 37 (c) 5,351 (1,794)(c)
Other (income) expenses, net 21 43 669 (b) 733
5,372 6 706 6,084 (1,794)
Income before income taxes 12,682 2,633 (472) 14,843 1,794
Income taxes 5,203 820 (d) 6,023 694 (d)
Net income $ 7,479 $ 2,633 $ (1,292) $ 8,820 $ 1,100
Net income per share $ 1.21 $ 1.41
Average common shares outstanding 6,195 80 6,275 1,500
</TABLE>
<TABLE>
<CAPTION>
PRO
IN THOUSANDS, EXCEPT PER SHARE DATA FORMA
<S> <C>
Net sales $294,755
Operating expenses
Cost of sales 219,696
Selling and administrative 54,132
273,828
Operating income 20,927
Interest and other (income) expenses
Interest 3,557
Other (income) expenses, net 733
4,290
Income before income taxes 16,637
Income taxes 6,717
Net income $ 9,920
Net income per share $ 1.28
Average common shares outstanding 7,775
</TABLE>
See Notes to Pro Forma Consolidated Financial Statements.
10
<PAGE>
CADMUS COMMUNICATIONS CORPORATION AND SUBSIDIARIES
NOTES TO PRO FORMA CONSOLIDATED FINANCIAL STATEMENTS
(UNAUDITED)
(1) BASIS OF REPORTING
The unaudited Pro Forma Consolidated Financial Statements of Cadmus
Communications Corporation and its Subsidiaries ("Cadmus" or the "Company") give
effect to the sale of 1.5 million shares of Common Stock, $.50 par value per
share, of the Company (the "Common Stock"), in an underwritten public offering
(the "Offering") and to the acquisitions of the assets of the Software Factory
and PeachWeb and certain of the assets of Mowry, as if such transactions had
occurred as of July 1, 1994 for the Pro Forma Consolidated Statement of Income
and as of June 30, 1995 for the Pro Forma Consolidated Balance Sheet.
The pro forma information is based on the historical financial statements of the
acquired companies giving effect to the acquisitions under the purchase method
of accounting and the assumptions and adjustments described in the accompanying
Notes to the Pro Forma Consolidated Financial Statements. Under the purchase
method of accounting the assets and liabilities were recorded at their fair
value with the excess of the purchase price over the fair value of identifiable
net assets acquired recorded as goodwill.
The pro forma information does not purport to be indicative of the combined
results of operations or financial position that would have been reported had
these transactions taken place as of July 1, 1994 with respect to the Statement
of Income data and as of June 30, 1995 with respect to the Balance Sheet data as
the case may be, or future results of operations or financial position of the
Company. The Pro Forma Consolidated Financial Statements should be read in
conjunction with the Company's separate historical consolidated financial
statements and related notes thereto, not included herein, and the historical
financial statements and notes thereto of the Software Factory, included
elsewhere herein.
(2) CONSOLIDATED BALANCE SHEET PRO FORMA ADJUSTMENTS
The Pro Forma Consolidated Balance Sheet gives effect to the adjustments
described below.
(a) To exclude assets and liabilities not included in these transactions (in
thousands):
<TABLE>
<S> <C>
ASSETS
Cash $ 469
Accounts receivable 728
Prepaid expenses and other 55
Other assets 35
Total assets $ 1,287
LIABILITIES
Accounts payable $ 178
Accrued expenses 143
Total liabilities $ 321
</TABLE>
(b) To record $11.9 million cash disbursed to purchase the acquired companies.
(c) To record the excess of the purchase price over the net assets acquired
under the purchase method of accounting for the acquisitions.
(d) To eliminate the equity of the acquired companies.
(e) To record the $2.0 million common stock portion of the consideration for the
purchase of the Software Factory which represents the issuance of 80,000 shares
of Common Stock assuming a market price of $25.00 per share.
(f) To record the net proceeds from the Offering after debt repayment and
prepayment penalty (See Note 4).
(g) To record the repayment of borrowings under the Company's revolving credit
facilities and of the 9.76% Senior Notes due 2000, from the proceeds of the
Offering (See Note 4).
11
<PAGE>
(h) To record the 1.5 million shares issued in the Offering and the resulting
capital in excess of par value at an assumed public offering price of $25.00 per
share.
(i) To record the after-tax effect of the prepayment penalty associated with the
9.76% Senior Notes which will be repaid from proceeds of the Offering.
(3) CONSOLIDATED STATEMENT OF INCOME PRO FORMA ADJUSTMENTS
The Pro Forma Consolidated Statement of Income gives effect to the adjustments
described below.
(a) To adjust for reductions in selling and administrative expenses associated
with the elimination of duplicate costs. Management expects that there will be
cost reductions as various selling and administrative functions and certain
operating facilities are combined.
(b) To amortize, over twenty years, the costs in excess of the net assets
acquired which were generated by applying the purchase method of accounting for
the acquisitions.
(c) To record the interest savings from the debt repayment and the interest
income from the excess of the proceeds from the Offering less the cash payments
for the companies acquired.
(d) To record the income taxes on the earnings of the acquired companies and to
record the tax effect of the pro forma adjustments at an effective tax rate of
38.7%. The Software Factory, which is qualified as an S corporation, and Mowry,
which is a partnership, had no income tax expense in fiscal year ended June 30,
1995. Accordingly, the pro forma income tax expense has been recorded for the
reported earnings of the companies at an effective rate of 38.7%.
(4) NONRECURRING PREPAYMENT PENALTY
The Company will use a portion of the proceeds from the Offering to repay $11.2
million of 9.76% Senior Notes due 2000. Under the provisions of these notes, the
Company is obligated to pay an approximately $1.0 million, $0.6 million after
tax, prepayment penalty which will be recorded as interest expense in the period
in which the payment occurs.
12
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
Registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized on October 13, 1995.
CADMUS COMMUNICATIONS CORPORATION
By: /s/ C. STEPHENSON GILLISPIE, JR.
C. STEPHENSON GILLISPIE, JR.
CHAIRMAN OF THE BOARD, PRESIDENT,
AND CHIEF EXECUTIVE OFFICER
13
<PAGE>
EXHIBIT INDEX
<TABLE>
<CAPTION>
EXHIBIT PAGE
<S> <C> <C>
23.1 Consent of Arthur Andersen LLP
99.1 Press Release
</TABLE>
14
EXHIBIT 23.1
CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS
As independent public accountants, we hereby consent to the incorporation of our
report included in this Form 8-K, into Cadmus Communications Corporation's
previously filed Registration Statement File No. 33-56653.
ARTHUR ANDERSEN LLP
Richmond, Virginia,
October 13, 1995
EXHIBIT 99.1
NEWS RELEASE CONTACT
David E. Bosher
Vice President & Treasurer
(804) 287-5685
CADMUS COMMUNICATIONS ANNOUNCES ACQUISITIONS
RICHMOND, VA, October 16, 1995 -- Cadmus Communications Corporation
(NASDAQ NMS: CDMS) announced today that it has entered into agreements
to acquire three companies.
Cadmus entered into a definitive agreement to acquire the assets of The
Software Factory, Inc., a provider of software packaging and media
duplication services to small-to-medium size software publishers and
corporations. The Software Factory is a privately-held Atlanta-based
firm with revenues of $10.8 millon for the twelve months ended June 30,
1995. The acquisition is subject to certain conditions. Michael F.
Heazel, founder and sole shareholder of The Software Factory, will
continue in the role of president after the acquisition.
Cadmus also announced that it acquired certain of the assets of The
Mowry Company, a direct marketing agency headquartered in Long Beach,
California. The agency specializes in frequency and loyalty direct
marketing programs, as well as traditional direct response advertising.
Clients of the agency include financial services, investment,
entertainment, high-tech and travel companies. The Mowry Company had
approximately $4 million in annual revenues for the twelve months ended
June 30, 1995. The agency, which employs 15 professionals, became a part
of Cadmus Direct Marketing, Inc.
Finally, Cadmus entered into a letter of intent to acquire the assets of
PeachWeb Corp., a privately-held firm specializing in the development
and delivery of Internet and World Wide Web services. PeachWeb, located
in Atlanta, Georgia, has annualized revenues of approximately $1 million
and employs a staff of 10 associates. Following the acquisition,
PeachWeb will become part of Cadmus Interactive, Inc. The acquisition is
subject to certain conditions.
Headquartered in Richmond, Virginia, Cadmus Communications Corporation
is a graphic communications company specializing in printing, marketing,
and publishing.
