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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-K
FOR ANNUAL AND TRANSITION REPORTS
PURSUANT TO SECTIONS 13 OR 15(D) OF THE
SECURITIES EXCHANGE ACT OF 1934
(MARK ONE)
( X ) ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF
THE SECURITIES EXCHANGE ACT OF 1934 (FEE REQUIRED)
FOR THE FISCAL YEAR ENDED JUNE 30, 1995
OR
( ) TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF
THE SECURITIES EXCHANGE ACT OF 1934 (NO FEE REQUIRED)
FOR THE TRANSITION PERIOD FROM TO
COMMISSION FILE NUMBER 0-12954
CADMUS COMMUNICATIONS CORPORATION
(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
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VIRGINIA 54-1274108
(State or other jurisdiction of (I.R.S. employer
incorporation or organization) identification no.)
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6620 WEST BROAD STREET, SUITE 500
RICHMOND, VIRGINIA 23230
(ADDRESS OF PRINCIPAL EXECUTIVE OFFICES, INCLUDING ZIP CODE)
REGISTRANT'S TELEPHONE NUMBER, INCLUDING AREA CODE:
(804) 287-5680
SECURITIES REGISTERED PURSUANT TO SECTION 12(B) OF THE ACT: NONE
SECURITIES REGISTERED PURSUANT TO SECTION 12(G) OF THE ACT:
CADMUS COMMUNICATIONS CORPORATION COMMON STOCK, $.50 PAR VALUE, AND PREFERRED
STOCK PURCHASE RIGHTS
(TITLE OF CLASS)
Indicate by check mark whether the Registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Act of 1934 during
the preceding 12 months (or for such shorter period that the Registrant was
required to file such reports), and (2) has been subject to such filing
requirements for the past 90 days. Yes (check mark) No
Indicate by check mark if disclosure of delinquent filers pursuant to Item
405 of Regulation S-K is not contained herein, and will not be contained, to the
best of Registrant's knowledge, in definitive proxy or information statements
incorporated by reference in Part III of this Form 10-K or any amendment to this
Form 10-K. ( )
As of July 31, 1995, 6,034,825 shares of Registrant's common stock were
outstanding, and the aggregate market value of the Registrant's common stock
held by non-affiliates was approximately $137,072,405 based on the last sale
price on July 31, 1995.
DOCUMENTS INCORPORATED BY REFERENCE:
None.
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INDEX
PART I
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PAGE
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Item 1. Business 3
Item 2. Properties 7
Item 3. Legal Proceedings 8
Item 4. Submission of Matters to a Vote of Security Holders 8
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PART II
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Item 5. Market for the Registrant's Common Equity and Related Stockholder Matters 9
Item 6. Selected Financial Data 10
Item 7. Management's Discussion and Analysis of Financial Condition and Results of Operations 11
Item 8. Financial Statements and Supplementary Data 16
Item 9. Changes in and Disagreements with Accountants on Accounting and Financial Disclosure 30
</TABLE>
PART III
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Item 10. Directors and Executive Officers of the Registrant 31
Item 11. Executive Compensation 34
Item 12. Security Ownership of Certain Beneficial Owners and Management 39
Item 13. Certain Relationships and Related Transactions 41
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PART IV
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Item 14. Exhibits, Financial Statement Schedules, and Reports on Form 8-K 42
</TABLE>
2
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PART I
ITEM 1. BUSINESS
INTRODUCTION
Cadmus Communication Corporation, a Virginia corporation ("Cadmus" or
"Company"), is a graphic communications company offering specialized products
and services in three areas: printing, marketing, and publishing. Cadmus was
formed in 1984 through the merger of The William Byrd Press, Incorporated
("Byrd"), a leading publications printer based in Virginia, and Washburn
Graphics, Inc. ("Washburn"), a graphic arts firm based in North Carolina. Since
the merger, Cadmus has grown through enhancement of existing products, internal
development of new products, and acquisitions. The Company's principal executive
offices are located at 6620 West Broad Street, Suite 500, Richmond, Virginia
23230, and its telephone number is (804) 287-5680. Unless the context otherwise
requires, references herein to Cadmus or the Company shall refer to Cadmus
Communications Corporation and its consolidated subsidiaries
The most significant acquisitions to date include: in 1986, a company
providing promotional printing and production of point-of-purchase advertising
materials located in Atlanta, Georgia (American Graphics, Inc.); in 1987, a
company offering retail and other direct mail catalog production services
located in Atlanta, Georgia (Three Score, Inc.) and a printing company located
in Baltimore, Maryland (Garamond/Pridemark Press, Inc.); in 1992, a custom
publisher of newsletters and magazines located in Boston, Massachusetts
(Marblehead Communications, Inc.) and a publisher of specialty magazines located
in Richmond, Virginia (Tuff Stuff Publications, Inc.); in 1993, the assets of a
division engaged in the business of printing scientific, technical, medical, and
scholarly journals, located in Baltimore and Easton, Maryland (the Waverly Press
Division of Waverly, Inc.); and in 1995, a direct marketing agency located in
Los Angeles, California and Denver, Colorado (Ronald James Direct, Inc.). The
Company believes that the continued consolidation in the industry will provide
attractive acquisition opportunities in the future.
Cadmus has developed new products and services that are extensions of its
traditional product lines. Examples include Cadmus' specialty packaging and
point-of-purchase product lines. Cadmus is also developing interactive products
and services for tradeshows, kiosks, electronic catalogs, and Internet and other
electronic media. In its journal product line, Cadmus has expanded the
electronic products and services it offers to scientific, technical, and medical
journal publishers, developing a growing portfolio of skills and capabilities to
provide electronic publishing solutions, ranging from fully searchable databases
to Internet home pages maintained by Cadmus. Cadmus' journal home page is found
at HTTP://WWW.CADMUS.COM.
BUSINESS GROUPS AND PRODUCT LINES
Cadmus has aligned its product offerings into three business groups:
printing, marketing, and publishing.
PRINTING
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FISCAL YEAR
1995 REVENUES
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PRODUCT LINE (IN THOUSANDS)
Journal Services $ 93,615
Promotional Printing 41,760
Magazines 40,777
Financial Communications 19,132
7,822
Specialty Packaging
$ 203,106
Total Printing Revenues
</TABLE>
Cadmus printing operations provide customers a full range of services which
include state-of-the-art digital imaging, electronic prepress, sheetfed and web
offset printing, digital press multi-color printing, custom binding,
fulfillment, and distribution. Printing generated approximately 73% of net sales
in fiscal year 1995. Included in printing revenues are revenues from digital
imaging and composition services, which comprised approximately 18% of the net
sales of this group.
JOURNAL SERVICES. Cadmus is an industry leader in the production of medical
and biomedical, technical and scientific, learned and scholarly, and mathematics
journals. Cadmus offers a full range of journal production services, including
typesetting, editing, content management, printing, packaging, and fulfillment
services to many of the most prestigious scientific,
3
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technical, and medical journal publishers. The Company operates one of the
largest journal typesetting operations in the United States. Its four production
facilities are linked through a sophisticated electronic network and high speed
telephony. In response to increasing interest in Internet products, the Company
offers customers a full range of electronic publishing products, ranging from
Internet home pages to fully searchable databases created and maintained by
Cadmus.
PROMOTIONAL PRINTING. Cadmus produces catalogs, directories, programs,
corporate identity and promotional brochures, specialty books, and product
literature for corporations, agencies, and educational institutions. Cadmus
offers full service graphic communications solutions to meet each customer's
unique needs, including creative design, complete prepress, multi-color sheetfed
and web printing, binding, and fulfillment and distribution services.
MAGAZINES. Cadmus offers print production services to publishers of
professional, trade, corporate, and consumer magazines. Such services include
electronic publishing, litho preparation, printing, finishing, and distribution.
The Company also offers customers consulting services in magazine production
planning, conversion to desktop publishing, and postal and other distribution
services.
FINANCIAL COMMUNICATIONS. Cadmus provides financial and shareholder
communication services to corporate customers. Services provided include design,
typesetting, printing, finishing, electronic filing, and fulfillment for debt
and equity offerings, proxy statements, annual reports, and quarterly reports.
Many of the Company's larger customers are electronically linked with Cadmus
facilities, giving Cadmus the ability to send documents directly to its
customers for review. Cadmus has also developed proprietary software, EDNA(TM),
to assist in the conversion of MacIntosh-based files and other graphical and
tabular material into EDGAR format for filing with the Commission.
SPECIALTY PACKAGING. Cadmus produces folding cartons, computer hardware and
software cartons, promotional packaging, portfolio folders, 3-D mailers, and
diskette sleeves for computer software publishers and technology and consumer
products companies. Specializing in short run production and using
state-of-the-art Heidelberg presses and Bobst die-cutting equipment, Cadmus
offers film preparation, structural engineering, printing, and finishing
services.
MARKETING
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FISCAL YEAR
1995 REVENUES
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PRODUCT LINE (IN THOUSANDS)
Point-of-Purchase $31,581
Direct Marketing 14,530
Catalogs 9,649
1,406
Interactive
$57,166
Total Marketing Revenues
</TABLE>
Cadmus provides its customers with creative, database management,
production, mailing, and fulfillment services for direct marketing,
point-of-purchase, retail catalogs, and interactive multimedia programs and
systems. Marketing generated approximately 20% of net sales in fiscal year 1995.
POINT-OF-PURCHASE. Cadmus offers full service point-of-purchase support
including design, production, database management, fulfillment, and printing.
Additional services include merchandising, consulting, and point-of-purchase
program management. Through its fulfillment services, Cadmus maintains finished
goods inventories of point-of-purchase products and delivers these products for
Cadmus customers on an as needed basis. The Company's fulfillment capabilities
rely on a sophisticated inventory management system, customer database, and
telephonic and electronic links between Cadmus facilities and those of its
customers.
DIRECT MARKETING. Cadmus' fully integrated direct marketing agency provides
measurable, response-oriented advertising services, including research, design,
creative, database management, and marketing information analysis. The agency is
organized into client-focused, cross-functional teams. Cadmus' direct marketing
services use a proprietary strategy development process that is
information-based. Advanced statistical analysis precedes all strategy and
creative development and is also performed following every advertising event.
CATALOGS. Cadmus offers catalog design, creative services, and photography
for nationwide customers in the retail industry. These services include design,
layout, copywriting, and studio and location photography.
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INTERACTIVE. Cadmus creates and provides interactive and multimedia
products, including kiosks, CD-ROM, and Internet applications, to Fortune 1000
customers in the hospitality, travel, banking, and telecommunications
industries. Cadmus has formed an interactive multimedia marketing and software
solution development team with significant technical expertise. Cadmus is also
working to create interactive and multimedia products for retail sale by Cadmus
customers. These products will be marketed as inexpensive and impulse purchase
items to be sold on a national basis. Cadmus will obtain a fee for development
of the prototype and will collect a royalty on each unit sold.
PUBLISHING
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FISCAL YEAR
1995 REVENUES
<S> <C>
PRODUCT LINE (IN THOUSANDS)
Consumer Publishing $10,387
8,982
Custom Publishing
$19,369
Total Publishing Revenues
</TABLE>
Publishing is comprised of two divisions, Consumer Publishing and Custom
Publishing. Publishing generated approximately 7% of net sales in fiscal year
1995.
CONSUMER PUBLISHING. Cadmus publishes its own special-interest magazines
that target consumers who have passionate interests in a hobby or sport.
Currently Cadmus owns five publications: TUFF STUFF; COLLECT!; KENNER GUIDE;
MID-ATLANTIC SOCCER; and RPM. TUFF STUFF, the largest Cadmus consumer publishing
title, is a 225,000 run-length monthly magazine directed at trading card
collectors. COLLECT! is a monthly magazine directed at non-sport trading card
collectors and hobbyists. KENNER GUIDE is an annual guide to Kenner sports
figurines. MID-ATLANTIC SOCCER is a seasonal, regional magazine focused on
promoting youth soccer. RPM is a monthly magazine directed at collectors of
NASCAR racing-related memorabilia. These magazines are published, edited,
managed, printed, and fulfilled by Cadmus.
CUSTOM PUBLISHING. Cadmus provides custom publishing services to customers
with narrowly defined target audiences in the health care, travel, financial,
technology, and non-profit areas. Publishing services include design, editorial,
advertising sales, production, and distribution of newsletters and magazines.
Services also include research and marketing to assist the customer in
efficiently reaching its target audience. Current titles include PROFILES, a
Continental Airlines in-flight magazine, LIVING HEALTHY, a magazine for Blue
Cross and Blue Shield of Massachusetts, and UNION PLUS, a monthly magazine
published for Union Privilege, a consumer benefits organization of the AFL-CIO.
OTHER FACTORS AFFECTING THE BUSINESS OF CADMUS
SEASONAL FLUCTUATIONS
Seasonal fluctuations occur in the overall demand for printing. Printing of
both periodicals for the educational and scholarly market and promotional
materials tends to decline in the summer months. However, consumer publications
tend to peak before Christmas and before Easter. Printing of interim financial
statements clusters around the end of the first month in each calendar quarter
and printing of annual reports tends to fall into the first and second calendar
quarters. All of these factors combine to give Cadmus a seasonal pattern with
the months October through June producing volumes slightly greater than the
months July through September.
RAW MATERIALS
The principal raw material used in Cadmus' business is paper. Significant
stock inventories are not maintained except at Cadmus Financial in Richmond and
Cadmus Journal Services, where a supply of roll paper stock is required to
operate the web presses. The other companies generally purchase paper on a
direct order basis for specific jobs. Cadmus purchases its paper requirements
under agreements that guarantee tonnage and provide short range price protection
for three to six month intervals. The price of paper charged to customers is
subject to escalation so that, except in rare instances, Cadmus does not have
exposure to changes in the cost of paper.
The Company uses a variety of other raw materials including ink, film,
offset plates, chemicals and solvents, glue, wire, and subcontracted components.
In general, the Company has not experienced any significant difficulty in
obtaining raw materials.
5
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COMPETITION
Cadmus is subject to competition from a large number of companies, some of
which have greater resources and capacity. In recent years, there has been an
excess of capacity in the printing industry which has increased competition.
Rapid technological change has brought new competitors to the marketplace.
The markets served by Cadmus face competition based on a combination of
factors including quality, service levels, and price.
EMPLOYEES
As of June 30, 1995, Cadmus employed approximately 2,380 persons. No
employees are currently covered by a collective bargaining agreement. Cadmus
believes its relationship with its employees is excellent.
REGULATION
The printing business uses or generates substantial quantities of inks,
solvents, and other waste products that require disposal. Cadmus usually returns
salvageable waste ink to its suppliers and contracts for the removal of other
waste products.
Cadmus believes it is in substantial compliance with all applicable air
quality, waste disposal, and other environmental-related rules and regulations,
as well as with other general employee health and safety laws and regulations.
6
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ITEM 2. PROPERTIES
The following table contains information regarding the Company's primary
facilities as of June 30, 1995:
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SQUARE OWN/
FACILITY FEET LEASE(1) USE
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Cadmus Communications Corporation 25,000 Lease Office
Richmond, VA (headquarters)
American Graphics, Inc. 120,000 Own Office, production, and storage
Atlanta, GA (3)
The William Byrd Press, Incorporated 274,000 Own Office, production, and storage
Richmond, VA (2)
The William Byrd Press, Incorporated 72,000 Lease Storage
Richmond, VA
Cadmus Direct Marketing, Inc. 30,000 Lease Office and storage
Charlotte, NC (2)
Cadmus Interactive 18,000 Lease Office, production, and storage
Atlanta, GA
Cadmus Journal Services, Inc. 202,400 Own Office, production, and storage
Easton, MD
Cadmus Journal Services, Inc. 51,700 Lease Office, production, and storage
Linthicum, MD
Cadmus Promotional 89,100 Own Office, production, and storage
Richmond, VA (2)
Garamond Pridemark/Press, Inc. 43,000 Own Office, production, and storage
Baltimore, MD
Graftech Corporation 18,000 Own Office, production, and storage
Charlotte, NC
Three Score, Inc. 60,000 Lease Office, production, and storage
Atlanta, GA
Tuff Stuff Publications, Inc. 15,000 Lease Office and storage
Richmond, VA
Washburn Graphics, Inc. 100,000 Own Office, production, and storage
Charlotte, NC
Washburn of New York, Inc. 15,000 Lease Office
New York, NY
</TABLE>
(1) Cadmus does not consider any of the leased premises material to the overall
business of its subsidiaries.
(2) Includes two facilities.
(3) Includes three facilities.
7
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ITEM 3. LEGAL PROCEEDINGS
The Company is a party to various legal actions that are ordinary and
incidental to its business. While the outcome of legal actions cannot be
predicted with certainty, management believes the outcome of these proceedings
will not have a materially adverse effect on its consolidated financial position
or results of operations.
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY-HOLDERS
None.
EXECUTIVE OFFICERS OF THE REGISTRANT
The executive officers of Cadmus are elected by the Board of Directors of
the Company ("Board") to serve one-year terms. The following table contains
information about the executive officers of Cadmus:
<TABLE>
<CAPTION>
POSITION AND OTHER BUSINESS EXPERIENCE
NAME (AGE) LENGTH OF SERVICE DURING PAST FIVE YEARS
<S> <C> <C>
C. Stephenson Gillispie, Jr. (53) Chairman, President, and Chief Executive President and Chief Operating Officer,
Officer, Cadmus 1992-present. Cadmus 1990-1992; President and Chief
Executive Officer, Byrd 1989-1992.
Michael Dinkins (41) Vice President and Chief Financial Manager Finance for Marketing, GE
Officer, Cadmus 1993-present. Appliance 1993; Manager Finance for
Sales, GE Appliance 1992; Manager of
Commercial Real Estate, GE Capital
1989-1992.
John H. Phillips (51) Vice President and Regional Vice President -- Operations and Chief
Manufacturing Officer Cadmus Operating Officer, Cadmus 1992-1994;
1994-present. Executive Vice President and Chief
Operating Officer, Byrd 1990-1992;
Senior Vice President of Manufacturing
and Plant Operations, Byrd 1987-1990.
Bruce V. Thomas (38) Vice President -- Law and Development, Partner, Mays & Valentine 1989-1992.
Cadmus 1992-present.
David E. Bosher (42) Vice President and Treasurer, Cadmus Chief Financial Officer, Cadmus
1993-present. 1990-1993; Corporate Controller, Cadmus
1988-1990.
Gregory Moyer (47) Vice President -- Human Resources and Corporate Vice President of Human
Quality, Cadmus 1994-present. Resources, Dyncorp 1993-1994; Vice
President of Human Resources and
Quality, P.R.C., Inc. 1989-1993.
Edward B. Fernstrom (46) Vice President -- Information Vice President, Chief Information
Technologies, Cadmus 1995-present. Officer, Dyncorp 1990-1995.
</TABLE>
8
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PART II
ITEM 5. MARKET FOR THE REGISTRANT'S COMMON EQUITY
AND RELATED STOCKHOLDER MATTERS
The Common Stock, $.50 par value per share, of the Company ("Common Stock")
is traded in the over-the-counter market and has been quoted in the National
Association of Securities Dealers, Inc. Automated Quotation System ("Nasdaq")
under the symbol "CDMS" since July 2, 1984, and in The Nasdaq National Market
since April 16, 1985. The stock of Byrd, the predecessor issuer to Cadmus, was
also quoted in Nasdaq from September 7, 1983, the date of Byrd's first public
offering, until June 29, 1984. Information with respect to market prices is
presented in Item 7 of this report.
As of August 30, 1995, the approximate number of beneficial holders of
Common Stock was 3,300, which includes shareholders recorded on security
position listings.
On August 9, 1995, Cadmus declared a regular quarterly cash dividend of
$.05 per share, payable on September 4, 1995, to shareholders of record as of
August 18, 1995. Information with respect to dividends declared is presented in
Item 7 of this report.
Cadmus anticipates that it will continue its policy of paying regular
quarterly dividends. The amount of any future dividends will depend on general
business conditions encountered by Cadmus, as well as the financial condition,
earnings and capital requirements of Cadmus, and such other factors as the Board
may deem relevant. For additional information regarding restrictions on payment
of dividends, see the Notes to Consolidated Financial Statements (Note 9)
presented in Item 8 of this report.
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ITEM 6. SELECTED FINANCIAL DATA
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YEARS ENDED JUNE 30,
1995 1994(1) 1993(1) 1992(1) 1991(1)
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(IN THOUSANDS, EXCEPT PER SHARE DATA AND SELECTED RATIOS)
OPERATIONS
Net sales $279,641 $247,730 $198,126 $188,006 $177,691
Cost of sales 209,415 184,088 146,031 142,425 135,551
Gross profit 70,226 63,642 52,095 45,581 42,140
Selling and administrative expenses 52,172 48,824 40,753 35,176 33,265
Operating income (2) 18,054 12,918 11,342 10,405 8,875
Income before income taxes (2) 12,682 7,933 7,480 6,448 5,008
Income before cumulative effect of changes in accounting
principles (2) 7,479 4,807 4,533 3,901 2,987
Net income (2) 7,479 5,208 4,533 3,901 2,987
Average common shares outstanding 6,195 6,085 5,972 5,986 6,007
PER SHARE DATA
Income before cumulative effect of changes in accounting
principles (2) $ 1.21 $ .79 $ .76 $ .65 $ .50
Net income (2) 1.21 .86 .76 .65 .50
Cash dividends .20 .20 .20 .20 .20
Shareholders' equity 9.99 9.03 8.49 7.95 7.47
FINANCIAL POSITION
Current assets $ 76,319 $ 61,937 $ 48,766 $ 44,261 $ 41,668
Current liabilities 43,906 38,581 32,227 25,523 22,741
Working capital 32,413 23,356 16,539 18,738 18,927
Property, plant, and equipment 161,359 147,890 129,097 122,540 112,578
Accumulated depreciation 76,789 70,818 63,114 57,668 51,835
Goodwill and intangibles, net 8,281 7,617 7,717 9,082 8,273
Total assets 171,570 160,129 134,189 123,054 115,106
Short-term borrowings 3,775 4,000 1,000 2,404
Long-term debt, including current maturities 56,342 58,440 46,483 44,916 42,881
Shareholders' equity 61,882 54,929 50,693 47,571 44,865
Total capital (3) 121,999 113,369 101,176 93,487 90,150
SELECTED RATIOS
Gross profit margin 25.1% 25.7% 26.3% 24.2% 23.7%
Operating income margin (2) 6.5% 5.2% 5.7% 5.5% 5.0%
Effective tax rate 41.0% 39.4% 39.4% 39.5% 40.4%
Sales to average total capital 2.4 2.3 2.0 2.0 2.0
Current ratio 1.7 1.6 1.5 1.7 1.8
Debt as a percent of total capital 49.3% 51.5% 49.9% 49.1% 50.2%
Operating income return on average total capital (2) 15.3% 12.0% 11.7% 11.3% 10.2%
Net income return on average shareholders' equity (2) 12.8% 9.9% 9.2% 8.4% 6.7%
</TABLE>
(1) Certain reclassifications were made to prior years' amounts to conform with
the current year.
(2) After restructuring charge in fiscal 1994 of $1.9 million pretax, $1.1
million after tax.
(3) Total debt plus shareholders' equity.
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ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
CONDITION AND RESULTS OF OPERATIONS
COMPANY HIGHLIGHTS
Fiscal 1995 financial highlights include:
(Bullet) Sales increased 12.9% to $279.6 million.
(Bullet) Operating income rose to $18.1 million, a 39.8% increase.
(Bullet) Net income climbed 43.6% to $7.5 million ($1.21 per share).
(Bullet) The operating income return on average total capital improved from
12.0% in fiscal 1994 to 15.3% in fiscal 1995.
In the fourth quarter of fiscal 1995, Cadmus was named by General Electric
as a preferred nationwide supplier of printing related services. To better serve
General Electric, the Company formed a new division dedicated to managing its
relationship with General Electric and to matching General Electric's business
needs with the appropriate Cadmus solutions. The formation of Cadmus
Interactive, an Atlanta-based multimedia company, in the first quarter of fiscal
1995, positioned the Company to offer its customers state-of-the-art interactive
multimedia products and services. In the fourth quarter of fiscal 1995, the
acquisition of Ronald James Direct expanded the Company's direct marketing
agency capabilities into Los Angeles and Denver. During the third quarter of
fiscal 1995, the Company sold its fifty percent joint venture interest in
Central Florida Press, L. C. ("CFP") to The Lanman Companies, Inc. ("Lanman") to
redirect its capital to those markets and products which offer the best
opportunities for growth and profitability.
In the second quarter of fiscal 1994, Cadmus acquired the net assets of the
Waverly Press printing division ("Waverly Press") from Waverly, Inc. Waverly
Press, a leading printer of scientific, technical, medical, and scholarly
journals, was renamed Cadmus Journal Services, Inc. ("Cadmus Journal Services")
following the acquisition. By combining the strengths and assets of Waverly
Press with the Company's existing research journal operations, the Company was
able to significantly improve the level of service, as well as the nature of the
products offered, to journal publishers. As part of the transaction, Waverly,
Inc. entered into a long-term printing agreement with Cadmus Journal Services,
which ensures important continuity of business.
RESULTS OF OPERATIONS
The following table presents the major components from the Consolidated
Statements of Income as a percentage of net sales:
<TABLE>
<CAPTION>
YEARS ENDED JUNE 30,
1995 1994 1993
<S> <C> <C> <C>
Net sales 100.0% 100.0% 100.0%
Cost of sales 74.9 74.3 73.7
Gross profit 25.1 25.7 26.3
Selling and administrative expenses 18.6 19.7 20.6
Restructuring charge 0.8
Operating income 6.5 5.2 5.7
Interest expense 1.9 1.9 1.6
Other expenses, net 0.0 0.1 0.3
Income before income taxes 4.6 3.2 3.8
Income taxes 1.9 1.3 1.5
Income before cumulative effect of changes in accounting principles 2.7 1.9 2.3
Cumulative effect of changes in accounting principles 0.2
Net income 2.7% 2.1% 2.3%
</TABLE>
COMPARISON OF FISCAL 1995 WITH FISCAL 1994
Net sales in fiscal 1995 were $279.6 million, representing an increase of
12.9% over fiscal 1994 sales of $247.7 million. Sales growth occurred in each of
the Company's three business groups: printing 14.8%, marketing 12.6%, and
publishing 5.7%. The growth in printing sales was driven by a 25.3% increase in
journal services sales, a 53.0% increase in specialty packaging sales, and a
13.2% increase in sales of promotional printing. In addition, higher paper
prices accounted for 2.3% of
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the increase in fiscal 1995 printing sales. Excluding the full year impact of
the Waverly Press acquisition, journal services sales increased 9.2% due
primarily to an increase in the number of titles. The increase in specialty
packaging sales was principally the result of growth from existing customers.
Increased sales for the marketing group resulted from a 22.1% growth in
point-of-purchase revenues combined with a 5.4% increase in direct marketing
sales. In addition, the formation of Cadmus Interactive in the first quarter of
fiscal 1995 accounted for 22.0% of the overall increase in marketing revenues.
These increases were partially offset by a decline in marketing services
revenues due to the loss of a customer in fiscal 1994. This customer entered
into a new contract with the Company in late fiscal 1995. Effective June 30,
1995, the Company ceased operating two marketing services programs, Kids Link
and Sports Marketing, which together contributed $1.9 million to fiscal 1995
sales.
Publishing sales growth resulted from new titles and expanded product
circulation, an increased market share, and a 25.3% cover price increase for
TUFF STUFF magazine. New product circulation involved the introduction in March
1994 of MID-ATLANTIC SOCCER, a regional magazine focused on promoting youth
soccer. In addition, circulation of COLLECT!, a magazine serving the non-sports
collectibles market, was expanded through an increase in the frequency of
distribution from bi-monthly to monthly. Market share expansion was achieved
through extensive telemarketing efforts within consumer publishing despite a
decline in sports cards collecting due in part to the baseball strike.
Gross profit in fiscal 1995 was 25.1% of sales compared with 25.7% in
fiscal 1994. The gross profit decline in fiscal 1995 was a result of increased
paper prices and a change in sales mix due to the full year impact of the
acquisition of Waverly Press, which had a relatively lower gross margin.
Excluding Waverly Press, the gross margin was 27.0% and 26.8% for fiscal 1995
and 1994, respectively. The decline in gross profit was partially offset by
approximately $1.3 million in savings generated in fiscal 1995 from the
restructuring and transfer of the Company's Springfield, Virginia composition
and prepress activities to Richmond, Virginia and Baltimore, Maryland.
Selling and administrative expenses as a percent of sales were 18.6% and
19.7% in fiscal 1995 and 1994, respectively. The decrease in the selling and
administrative expense ratio in fiscal 1995 was primarily attributable to the
full year impact of the acquisition of Waverly Press, which had a lower selling
and administrative expense ratio of 8.8%. In addition, savings of approximately
$0.3 million generated from the restructuring and consolidation of composition
and prepress facilities in Richmond, Springfield, and Baltimore contributed to
the decline in the selling and administrative expense ratio in fiscal 1995.
Operating income improved to 6.5% of sales for fiscal 1995 from 5.2% in
fiscal 1994. This improvement reflects the impact of sales growth and
restructuring savings. Operating income as a percent of sales before the
restructuring charge was 6.0% in fiscal 1994. Other expenses declined $0.2
million in fiscal 1995 due primarily to a gain on sale of assets.
The effective income tax rate of 41.0% in fiscal 1995 increased from 39.4%
in fiscal 1994 due to a one-time liability of $0.3 million arising from the sale
of the Company's fifty percent joint venture interest in CFP. Exclusive of the
sale transaction, the effective rate would have been 38.7%, a decrease
attributable to both higher levels of pretax income and a decrease in the
overall state effective tax rate.
COMPARISON OF FISCAL 1994 WITH FISCAL 1993
Net sales in fiscal 1994 were $247.7 million compared to $198.1 million for
fiscal 1993 and included increases in each business group. The 22.9% increase in
printing sales for fiscal 1994 was due to growth of 92.5% in journal services
sales due primarily to the fiscal 1994 acquisition of Waverly Press, 30.8%
growth in specialty packaging sales, and a 55.2% increase in annual report
sales. Promotional printing sales were down 16.2% as a result of the
deconsolidation of Vaughan sales through the CFP joint venture in the third
quarter of fiscal 1993. Adjusted for the acquisition of Warerly Press and the
CFP joint venture, printing sales increased 4.9% over fiscal 1993.
The 11.8% increase in marketing sales for fiscal 1994 resulted from growth
of 43.2% in direct marketing sales and growth of 13.5% in point-of-purchase
revenues. The increase in direct marketing revenues was attributable to growth
in sales to existing clients and the restructuring of the business into an
agency organization. Point-of-purchase revenues grew as a result of
relationships developed with new clients, coupled with growth in existing
accounts.
The 76.3% increase in publishing sales for fiscal 1994 was the result of
the acquisition of Marblehead Communications, Inc. ("Marblehead"), a custom
publisher of newsletters and magazines, coupled with continued sales growth of
17.0% of its consumer magazines. Expansion at Marblehead resulted in an increase
of 78.4% over prior year annualized sales due to both additions of new accounts
and increased sales to existing clients.
12
<PAGE>
In fiscal 1994, gross profit was 25.7% of sales compared with 26.3% in
fiscal 1993. Gross profit declined slightly in fiscal 1994 as a result of a
change in the sales mix due to the addition of Waverly Press, which had a
relatively lower gross margin. Excluding Waverly Press, the gross margin
improved to 26.8%.
The decrease in selling and administrative expenses as a percent of sales
was primarily driven by the inclusion in fiscal 1994 of Waverly Press, which had
a lower selling and administrative expense ratio of 11.6%.
Operating income before the restructuring charge improved to 6.0% of sales
for fiscal 1994 from 5.7% in fiscal 1993. Operating income as a percent of sales
after the restructuring charge was 5.2% in fiscal 1994.
Interest expense increased slightly from 1.6% of sales in fiscal 1993 to
1.9% of sales in fiscal 1994 due to increased average debt levels associated
with the purchase of Waverly Press in fiscal 1994. Other expenses declined $0.5
million in fiscal 1994 due to the full year inclusion of earnings from the CFP
joint venture.
RESTRUCTURING CHARGE
In the fourth quarter of fiscal 1994, the Company announced a plan to
restructure its journal services and specialty magazine printing divisions,
resulting in a one-time pretax charge of $1.9 million. This charge resulted from
reductions in the workforce related to the closing of the Company's Springfield,
Virginia, composition and prepress facility and the transfer of these activities
to the Richmond, Virginia, and Baltimore, Maryland, facilities. These actions
were substantially complete by June 30, 1995. During fiscal 1995, the Company
recognized pretax cost savings of $1.6 million, primarily due to payroll-related
savings. The full year impact of cost savings are estimated to be $3.2 million
for fiscal 1996.
Following is a schedule of the costs included in and the amounts charged
against the restructuring reserve to date:
<TABLE>
<CAPTION>
ORIGINAL CHARGES AS OF
RESERVE JUNE 30, 1995
DESCRIPTION (IN THOUSANDS)
<S> <C> <C>
Employee separations $1,630 $ 1,585
Equipment write-down 75 93
Other direct costs 195 102
$1,900 $ 1,780
</TABLE>
The employee separation costs relate to termination benefits of
approximately 100 employees: twenty percent management and eighty percent
production. During fiscal 1995, all of these employees left the Company as a
result of this plan. Cash expenditures of approximately $0.1 million will occur
in the first and second quarter of fiscal 1996 due to the election by many of
the terminated employees to receive a stream of separation benefits, rather than
a lump sum payment.
CHANGES IN ACCOUNTING PRINCIPLES
Effective July 1, 1993, the Company adopted Statement of Financial
Accounting Standards ("SFAS") No. 106, "Employers' Accounting for Postretirement
Benefits Other than Pensions." The Company elected to immediately recognize the
liability for prior years' service as the cumulative effect of a change in
accounting principle. Accordingly, the Company recorded an accumulated
postretirement benefit obligation and a corresponding charge to net income of
$0.9 million, and a noncurrent deferred income tax benefit of $0.4 million,
resulting in an after-tax charge of $0.5 million in the first quarter of fiscal
1994.
The Company also adopted SFAS No. 109, "Accounting for Income Taxes,"
effective July 1, 1993, which requires the liability method of accounting for
deferred income taxes, whereby enacted statutory tax rates are applied to the
differences between financial reporting and tax bases of assets and liabilities.
The cumulative effect of the change was a reduction in the deferred income tax
liability and a corresponding increase in net income of $0.9 million in the
first quarter of fiscal 1994.
LIQUIDITY AND CAPITAL RESOURCES
The Company's major capital requirements are for investments in property,
plant, and equipment, working capital, and acquisitions. Management believes
that the Company has the financial resources and access to capital necessary to
fund internal growth and acquisitions.
13
<PAGE>
COMPARISON OF FISCAL 1995 WITH FISCAL 1994
Net cash provided by operating activities in fiscal 1995 declined to $5.4
million from $26.0 million in fiscal 1994 due to a significant increase in
working capital investment. The increase in the Company's working capital
investment resulted from a $12.0 million increase in accounts receivable,
resulting from higher sales and a slowdown in collection cycles, and a $4.9
million increase in inventories, primarily attributable to higher paper
inventory balances. Slowdown in collections occurred primarily in Fortune 500
companies and does not reflect a deterioration of the quality of the Company's
receivables portfolio. The Company is undertaking efforts to enhance its billing
processes, which are expected to improve its collections.
Net cash used in investing activities totaled $9.9 million in fiscal 1995,
down from $31.0 million in fiscal 1994. Capital expenditures totaled $21.0
million in fiscal 1995 but were partially offset by a $3.6 million sale of real
estate, $6.8 million in proceeds received from the sale of the Company's
interest in CFP, and proceeds from loans on Company-owned life insurance of $2.9
million. Acquisition-related payments required funding of $1.5 million in fiscal
1995.
Cadmus reinvests in its business to remain current with technology in order
to improve productivity and quality, and to develop new products and markets.
The Company is concentrating its expenditures in its higher growth and higher
margin product lines. During fiscal 1995, the Company invested $21.0 million in
property, plant, and equipment. These investments included the purchase of a new
manufacturing facility to consolidate the Company's Richmond promotional and
financial printing operations, a second ultraviolet six-unit sheetfed press and
a four-unit digital press for the point-of-purchase product line, a six-unit CD
sheetfed press for specialty packaging, and the relocation of the Company's
Baltimore journal composition operations. The Company projects that capital
spending in fiscal 1996 will be approximately $21.0 million.
During fiscal 1995, the Company entered into two interest rate swap
agreements with banks to convert debt with an aggregate notional value of $8.7
million from floating-rate to fixed-rate debt. Both of these swap agreements
have a term of four years and were initiated to moderate exposure to interest
rate changes. Under the terms of these agreements, the Company makes payments at
a fixed interest rate of 8.061% and will receive payments based on six-month
LIBOR in arrears. These swaps are hedged against the $35.0 million
fixed-to-floating rate swap. These hedging activities increased interest expense
by $0.7 million in fiscal 1995 and by $0.5 million in fiscal 1994 and 1993. The
net interest paid or received is included in interest expense.
Total debt at June 30, 1995 was $60.1 million, representing an increase of
$1.7 million from the $58.4 million at June 30, 1994. Despite the increase in
debt levels, the Company's debt-to-capital ratio improved from 51.5% at June 30,
1994, to 49.3% at June 30, 1995. The higher debt levels were required to fund
operations. At June 30, 1995, borrowings under the Company's $25.0 million
revolving credit agreements totaled $3.8 million, leaving an unused balance of
$21.2 million.
COMPARISON OF FISCAL 1994 WITH FISCAL 1993
During fiscal 1994, the Company experienced significant improvement in cash
flow performance. Net cash provided by operating activities rose to $26.0
million from $10.4 million in fiscal 1993. This gain was primarily attributable
to a 40.0% increase in income before the restructuring charge, higher
depreciation and amortization expense, and an $11.7 million reduction in
operating assets and liabilities. The $1.8 million increase in depreciation and
amortization expense was due to additions of property, plant, and equipment,
both through the acquisition of Waverly Press and through capital investments
made for strategic expansion and reinvestment. The reduction in operating assets
and liabilities was credited to improved receivables and paper inventory
management, and more aggressive utilization of trade credit.
The increase in fiscal 1994 in net cash used in investing activities of
$17.6 million, and the increase in net cash provided by financing activities of
$3.5 million were both primarily a result of transactions related to the
acquisition of Waverly Press. Cash paid or placed in escrow for this acquisition
of $19.7 million and capital investments of $11.7 million account for the
majority of the investing activities. In fiscal 1993, cash used in investing
activities included $2.2 million related to the investment in the CFP joint
venture, as well as $10.7 million in capital investments. The financing
activities in fiscal 1994 include proceeds from the placement of $40.0 million
in senior notes and the repayment of $32.0 million in term loans and long-term
debt. In fiscal 1993, cash provided by financing activities of $3.2 million
resulted from increased borrowings under bank lines of credit of $7.0 million
and the repayment of long-term debt of $2.4 million.
Capital investment in property, plant, and equipment totaled $11.7 million
during fiscal 1994. Significant projects included in this amount were the
purchase of new composition software to integrate text and graphics for research
journals and the rebuilding of a six-unit web press. Other significant capital
investments included the purchase of a six-unit sheetfed press and the
installation of a financial network. In addition, the Company entered into two
long-term operating leases during the year, one for a new six-unit sheetfed
press and one for an eight-unit half-web press.
14
<PAGE>
Total debt at June 30, 1994, was $58.4 million, representing an increase of
$7.9 million from the $50.5 million at June 30, 1993. The Company's
debt-to-capital ratio at June 30, 1994 was 51.5% compared with 49.9% at June 30,
1993. This increase was primarily due to additional debt incurred to purchase
the net assets of Waverly Press. On December 23, 1993, the Company placed $40.0
million of senior notes with two insurance companies. The proceeds from these
notes were used to repay short-term bridge loans incurred to finance the asset
purchase of Waverly Press, short-term revolving bank lines of credit, and a bank
term loan. These senior notes, which have an average life of 8.1 years with a
final maturity of 10 years, carry a fixed interest rate of 6.74%. Concurrent
with the placement of the senior notes, the Company entered into an interest
rate swap agreement to effectively convert $35.0 million of the senior notes to
floating-rate debt. The company also entered into agreements, with four banks on
February 14, 1994, for a $25.0 million revolving credit facility. There were no
outstanding borrowings against these revolving credit lines at June 30, 1994.
SELECTED QUARTERLY DATA (unaudited)
<TABLE>
<CAPTION>
(IN THOUSANDS, EXCEPT PER SHARE DATA)
<S> <C> <C> <C> <C> <C>
1995 QUARTERS ENDED SEP. 30 DEC. 31 MAR. 31 JUN. 30 TOTAL
Net sales $60,383 $67,237 $74,846 $77,175 $279,641
Gross profit 13,752 16,793 19,438 20,243 70,226
Operating income 2,755 4,238 5,482 5,579 18,054
Net income 974 1,784 2,068 2,653 7,479
Net income per share $ .16 $ .29 $ .33 $ .43 $ 1.21
Cash dividends per share .05 .05 .05 .05 .20
Stock market price data:
High $ 18 3/4 $ 18 3/4 $ 19 1/4 $ 24 3/4
Low 15 14 7/8 14 1/2 17
Close 18 1/2 15 3/4 18 3/4 23 5/8
1994 QUARTERS ENDED SEP. 30 DEC. 31 MAR. 31 JUN. 30 TOTAL
Net sales $49,126 $61,448 $67,413 $69,743 $247,730
Gross profit 12,409 15,475 17,278 18,480 63,642
Operating income 2,381 3,666 4,097 2,774(a) 12,918
Income before cumulative effect of changes
in accounting principles 836 1,510 1,682 779(a) 4,807
Net income 1,237 1,510 1,682 779(a) 5,208
Earnings per share:
Income before cumulative effect of changes
in accounting principles $ .14 $ .25 $ .28 $ .12(a) $ .79
Net income .21 .25 .28 .12(a) .86
Cash dividends per share .05 .05 .05 .05 .20
Stock market price data:
High $ 10 1/4 $ 14 1/2 $ 15 1/4 $ 19 1/2
Low 8 1/2 9 1/2 13 1/2 13 3/4
Close 10 1/4 14 14 1/4 17 3/4
</TABLE>
(a) After restructuring charge of $1.9 million pretax, $1.1 million after tax.
15
<PAGE>
ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
CADMUS COMMUNICATIONS CORPORATION AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF INCOME
[CAPTION]
<TABLE>
<CAPTION>
(In thousands, except per share data) YEARS ENDED JUNE 30,
1995 1994 1993
<S> <C> <C> <C>
Net sales $279,641 $247,730 $198,126
Operating expenses
Cost of sales 209,415 184,088 146,031
Selling and administrative 52,172 48,824 40,753
Restructuring charge 1,900
261,587 234,812 186,784
Operating income 18,054 12,918 11,342
Interest and other expenses
Interest 5,351 4,813 3,233
Other expenses, net 21 172 629
5,372 4,985 3,862
Income before income taxes 12,682 7,933 7,480
Income taxes 5,203 3,126 2,947
Income before cumulative effect of changes in accounting principles 7,479 4,807 4,533
Cumulative effect of changes in accounting for:
Postretirement benefits (net of income tax benefit of $355) (532)
Income taxes 933
Net income $ 7,479 $ 5,208 $ 4,533
Earnings per share:
Income before cumulative effect of changes in accounting principles $ 1.21 $ .79 $ .76
Cumulative effect of changes in accounting for postretirement benefits
and income taxes .07
Net income $ 1.21 $ .86 $ .76
Average common shares outstanding 6,195 6,085 5,972
</TABLE>
See accompanying Notes to Consolidated Financial Statements.
16
<PAGE>
CADMUS COMMUNICATIONS CORPORATION AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
[CAPTION]
<TABLE>
<CAPTION>
(In thousands, except per share data) AT JUNE 30,
ASSETS 1995 1994
<S> <C> <C>
Current assets
Cash and cash equivalents $ 226 $ 3,855
Accounts receivable, less allowance for doubtful accounts
($1,153 in 1995 and $1,514 in 1994) 57,204 44,747
Inventories 16,308 11,219
Deferred income taxes 1,092 1,227
Prepaid expenses and other 1,489 889
Total current assets 76,319 61,937
Property, plant, and equipment, net 84,570 77,072
Investment in unconsolidated joint venture 6,831
Other assets 2,400 6,672
Goodwill and intangibles, net 8,281 7,617
TOTAL ASSETS $171,570 $160,129
LIABILITIES AND SHAREHOLDERS' EQUITY
Current liabilities
Short-term borrowings $ 3,775
Current maturities of long-term debt 2,381 $ 2,318
Accounts payable 18,818 17,312
Accrued expenses
Compensation 10,905 10,612
Restructuring charge 120 1,900
Other 7,907 6,439
Total current liabilities 43,906 38,581
Long-term debt 53,961 56,122
Other long-term liabilities 7,180 7,575
Deferred income taxes 4,641 2,922
Commitments and contingencies
Shareholders' equity
Common stock ($.50 par value; authorized-16,000 shares;
issued and outstanding shares-6,030 at June 30, 1995;
and 5,984 at June 30, 1994) 3,015 2,992
Capital in excess of par value 12,448 11,796
Retained earnings 46,419 40,141
Total shareholders' equity 61,882 54,929
TOTAL LIABILITIES AND SHAREHOLDERS' EQUITY $171,570 $160,129
</TABLE>
See accompanying Notes to Consolidated Financial Statements.
17
<PAGE>
CADMUS COMMUNICATIONS CORPORATION AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS
[CAPTION]
<TABLE>
<CAPTION>
(In thousands) Years Ended June 30,
1995 1994 1993
<S> <C> <C> <C>
OPERATING ACTIVITIES
Net income $ 7,479 $ 5,208 $ 4,533
Adjustments to reconcile net income to net cash provided by operating activities
Cumulative effect of changes in accounting for:
Postretirement benefits 532
Income taxes (933)
Depreciation and amortization 12,132 11,474 9,626
Restructuring charge 1,900
Deferred income taxes 2,080 284 352
Other, net 1,010 657 738
22,701 19,122 15,249
Changes in working capital sources (requirements), excluding debt and effects of
acquisitions
Accounts receivable, net (11,999) (2,515) (6,398)
Inventories (4,897) 2,780 (481)
Accounts payable, accrued expenses, and income taxes 624 6,959 1,683
Other, net (1,069) (353) 327
(17,341) 6,871 (4,869)
Net cash provided by operating activities 5,360 25,993 10,380
INVESTING ACTIVITIES
Purchases of property, plant, and equipment (20,959) (11,742) (10,842)
Proceeds from sale of property and equipment 3,610 502 173
Sale of unconsolidated joint venture 6,800
Proceeds from life insurance loans 2,940 159 86
Payments for businesses acquired (1,519) (19,740)
Investment in unconsolidated joint venture 248 (254) (2,150)
Other, net (988) 73 (670)
Net cash used in investing activities (9,868) (31,002) (13,403)
FINANCING ACTIVITIES
Proceeds from short-term borrowings 79,825 43,709 34,002
Repayment of short-term borrowings (76,050) (47,709) (27,000)
Proceeds from long-term borrowings 111 40,069
Repayment of long-term borrowings (2,250) (28,112) (2,435)
Dividends paid (1,201) (1,192) (1,196)
Repurchase of common stock (215)
Proceeds from exercise of stock options 449 220
Other, net (5) (327) 51
Net cash provided by financing activities 879 6,658 3,207
Increase (decrease) in cash and cash equivalents (3,629) 1,649 184
Cash and cash equivalents at beginning of year 3,855 2,206 2,022
Cash and cash equivalents at end of year $ 226 $ 3,855 $ 2,206
</TABLE>
See accompanying Notes to Consolidated Financial Statements.
18
<PAGE>
CADMUS COMMUNICATIONS CORPORATION AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Dollars and shares in thousands, except per share data)
1. SIGNIFICANT ACCOUNTING POLICIES
BASIS OF CONSOLIDATION. The consolidated financial statements include the
accounts and operations of Cadmus Communications Corporation and Subsidiaries
("Company"), including its unconsolidated fifty percent owned equity investment
(see Note 7). All significant intercompany accounts and transactions have been
eliminated in consolidation.
REVENUE RECOGNITION. Substantially all printing, marketing, and publishing
products are produced to customer specifications. The Company recognizes revenue
when service projects are completed or products are shipped.
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, principally
using the last-in, first-out (LIFO) method (70% in 1995 and 73% in 1994). The
first-in, first-out (FIFO) method is used to value the remaining inventories.
PROPERTY, PLANT, AND EQUIPMENT. Property, plant, and equipment are stated at
cost net of accumulated depreciation. Major renewals and betterments are
capitalized, whereas ordinary maintenance and repair costs are expensed as
incurred. Gains or losses on disposition of assets are reflected in earnings and
the related asset costs and accumulated depreciation are removed from the
respective accounts. Depreciation is calculated principally by the straight-line
method based on useful lives of thirty years for buildings and three to ten
years for machinery and equipment.
GOODWILL AND INTANGIBLES. Goodwill and intangibles include the costs in excess
of the purchase price over the net assets of businesses acquired and other
valued intangibles and are being amortized by the straight-line method over
twenty years. The carrying value of goodwill and intangible assets is
periodically reviewed and if there were evidence these values are impaired, the
Company's carrying value of the intangible assets would be reduced to its
estimated fair value. Accumulated amortization was $3,842 and $3,278 at June 30,
1995 and 1994, respectively.
INCOME TAXES. Effective July 1, 1993, the Company adopted Statement of Financial
Accounting Standards ("SFAS") No. 109, "Accounting for Income Taxes." SFAS No.
109 requires the liability method of accounting for deferred income taxes,
whereby enacted statutory tax rates are applied to the differences between the
financial reporting and tax bases of assets and liabilities (see Note 10). The
Company had previously accounted for income taxes in accordance with the method
prescribed by Accounting Principles Board Opinion No. 11.
EARNINGS PER SHARE. Earnings per share is computed on the basis of weighted
average common shares outstanding and common equivalent shares in the form of
stock options.
RECLASSIFICATIONS. Certain previously reported amounts have been reclassified to
conform to the 1995 presentation.
2. RESTRUCTURING CHARGE
In the fourth quarter of fiscal 1994, the Company recorded a restructuring
charge of $1.9 million. This charge resulted from reductions in its workforce
related to the decision to close its Springfield, Virginia composition and
prepress facility and to transfer these activities to Richmond, Virginia and
Baltimore, Maryland, facilities. The Company recorded a pretax charge of $1.6
million related to employee termination benefits, with the remaining $0.3
million charge related to equipment write-offs and miscellaneous other direct
costs associated with the discontinuation of the operations and other exit
costs. During fiscal 1995, the Company substantially completed its restructuring
plan. Actual amounts charged against the reserve for fiscal year ended June 30,
1995, were $1.8 million.
3. ACQUISITION OF WAVERLY PRESS
On November 1, 1993, the Company acquired the net assets of the Waverly Press
printing division ("Waverly Press") from Waverly, Inc. ("Waverly") for
approximately $20.0 million, which was funded through the placement of senior
notes with two insurance companies (see Note 9). Waverly Press, a leading
printer of scientific, technical, medical, and scholarly journals was renamed
Cadmus Journal Services, Inc. ("Cadmus Journal Services"), following the
acquisition. The acquisition was accounted for under the purchase method and,
accordingly, the costs of the acquisition were allocated to the assets acquired
and liabilities assumed based upon their respective fair values. The operating
results of Waverly Press have been included in the consolidated operating
results since the date of acquisition.
19
<PAGE>
CADMUS COMMUNICATIONS CORPORATION AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- CONTINUED
4. ACQUISITION OF TUFF STUFF PUBLICATIONS MINORITY INTEREST
During the first quarter of fiscal 1995, the Company purchased the remaining
twenty percent equity interest in Tuff Stuff Publications, Inc. ("Tuff Stuff")
under the original repurchase agreement for approximately $0.6 million to bring
the Company's equity interest in Tuff Stuff to one hundred percent. The Company
purchased the initial eighty percent equity interest in April 1992, at which
time the acquisition was accounted for using the purchase method. Accordingly,
the assets and liabilities were recorded at their estimated fair value with the
excess of the purchase price over the fair value of the identifiable net assets
acquired recorded as goodwill. The additional $0.6 million equity interest was
recorded first as a reduction of the existing minority interest ownership and
then as an addition to goodwill which is being amortized on a straight-line
basis over the remaining life of the original goodwill (approximately seventeen
years).
5. INVENTORIES
Inventories as of June 30, 1995 and 1994 consist of the following:
<TABLE>
<CAPTION>
1995 1994
<S> <C> <C>
Raw materials and supplies $ 6,044 $ 3,997
Work in process:
Materials 3,270 2,219
Other manufacturing costs 5,315 3,623
Finished goods 1,679 1,380
Inventories $16,308 $11,219
</TABLE>
The current cost of inventories exceeded the LIFO value of inventories by $1,844
and $1,578 at June 30, 1995 and 1994, respectively.
During fiscal 1994, inventory quantities were reduced resulting in liquidations
of LIFO inventory quantities carried at lower costs which prevailed in prior
years as compared with the cost of current purchases. The effect of the
inventory reduction increased net income by $0.2 million. There were no
significant reductions of inventories in fiscal 1995 and 1993.
6. PROPERTY, PLANT, AND EQUIPMENT
Property, plant, and equipment as of June 30, 1995 and 1994 consist of the
following:
<TABLE>
<CAPTION>
1995 1994
<S> <C> <C>
Land $ 2,866 $ 3,071
Buildings and improvements 39,844 34,496
Machinery, equipment, and fixtures 118,471 110,145
Transportation equipment 178 178
Total property, plant, and equipment 161,359 147,890
Less: accumulated depreciation 76,789 70,818
Property, plant, and equipment, net $ 84,570 $ 77,072
</TABLE>
Commitments outstanding for the purchase of machinery, equipment, and fixtures
at June 30, 1995 totaled $3.3 million.
The Company leases office, production and storage space, and equipment under
various noncancellable operating leases. A number of leases contain renewal
options and some contain purchase options. Certain leases require the Company to
pay utilities, taxes, and other operating expenses.
Future minimum rental payments required under operating leases that have initial
or remaining noncancellable lease terms in excess of one year as of June 30,
1995, are as follows: 1996 -- $3.4 million; 1997 -- $3.4 million; 1998 -- $3.3
million; 1999 -- $3.1 million; 2000 -- $2.1 million; and thereafter -- $7.3
million.
20
<PAGE>
CADMUS COMMUNICATIONS CORPORATION AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- CONTINUED
Total rental expense charged to operations was $4.1 million, $3.0 million, and
$2.0 million in fiscal 1995, 1994, and 1993, respectively. Substantially all
such rental expense represented the minimum rental payments under operating
leases.
On September 29, 1994, the Company sold the land, building, and building
improvements ("property") of Three Score, Inc., in Tucker, Georgia for $2.9
million (which approximated net book value) under sale and leaseback agreements.
The lease is classified as an operating lease in accordance with SFAS No. 13,
"Accounting for Leases." The Company has lease renewal options after the initial
fifteen year lease term at projected future fair market values under the lease.
Average annual rental payments on the lease are $0.3 million.
7. INVESTMENT IN JOINT VENTURE
On February 28, 1995, the Company sold its fifty percent joint venture interest
in Central Florida Press, L.C. ("CFP") to The Lanman Companies, Inc. ("Lanman"),
the other owner of CFP, for $6.8 million in cash. The sale resulted in an
after-tax charge of $0.4 million, or $.06 per share, arising primarily from
certain tax liabilities related to the transaction.
The Company completed the joint venture with Lanman to form CFP in March 1993
whereby the Company invested $6.5 million for a fifty percent interest in CFP
and Lanman contributed net assets of its subsidiary, Central Florida Press, for
its fifty percent interest. This investment was accounted for on the equity
basis. Equity income from unconsolidated joint venture totaled $0.3 million for
fiscal 1995 and 1994, and $0.1 million for fiscal 1993.
8. OTHER BALANCE SHEET INFORMATION
Other accrued expenses include $5,174 and $3,467 of deferred revenue at June 30,
1995 and 1994, respectively. Other long-term liabilities consist principally of
amounts recorded under deferred compensation arrangements with certain executive
officers and other employees and amounts recorded under the pension and other
postretirement benefit plans (see Notes 11 and 12).
9. DEBT
Debt at June 30, 1995 and 1994 consists of the following:
<TABLE>
<CAPTION>
1995 1994
<S> <C> <C>
Long-term debt:
Senior unsecured notes, 9.76%, due 2000 $ 11,200 $ 13,400
Senior unsecured notes, 6.74%, due 2003 40,000 40,000
Tax-exempt variable rate industrial development bonds, weighted
average interest rate of 3.7% to 5.0%, due serially through 2011 4,482 4,532
Various mortgage and other notes 660 508
Total long-term debt 56,342 58,440
Less: current maturities 2,381 2,318
Long-term debt $ 53,961 $ 56,122
</TABLE>
21
<PAGE>
CADMUS COMMUNICATIONS CORPORATION AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- CONTINUED
The Company completed placement of $40.0 million in senior notes with two
insurance companies on December 23, 1993. The placement has a fixed interest
rate of 6.74% with an average life of 8.1 years and is due in 2003. The proceeds
of this placement were used to fund the acquisition of Waverly Press and to
refinance approximately $20.0 million of revolving bank credit and term loans.
During fiscal 1994, the Company entered into agreements for revolving credit
facilities aggregating $25.0 million with its four major banks, replacing the
former lines of credit. These new unsecured, committed lines of credit have a
three-year term expiring in February 1997, at which time any loans outstanding
under the facility convert to term loans with a two-year maturity. The Company
has the following interest rate options: (i) adjusted CD rate or (ii) adjusted
LIBOR. These agreements also require commitment fees of 1/4 to 1/2 percent per
annum on any unused portion of the lines of credit. At June 30, 1995 borrowings
under these revolving credit facilities totaled $3.8 million leaving an unused
balance of $21.2 million. At June 30, 1994 there were no outstanding borrowings
under these agreements.
The Company periodically enters into interest rate swap agreements to moderate
its exposure to interest rate changes and to lower the overall cost of
borrowing. The notional values and applicable rates are as follows:
<TABLE>
<CAPTION>
PAID FIXED, PAID FLOATING,
RECEIVED FLOATING RECEIVED FIXED
Notional value: 1995 1994 1993 1995 1994 1993
<S> <C> <C> <C> <C> <C> <C>
Beginning balance $ 9,125 $10,000 $10,000 $35,000 $ 0 $0
New contracts 10,000 35,000
Expired contracts (1,750) (875)
Ending balance $17,375 $ 9,125 $10,000 $35,000 $35,000 $0
</TABLE>
<TABLE>
<CAPTION>
WEIGHTED AVERAGE
AGGREGATE NOTIONAL VALUE INTEREST RATES
Type of swap: 1995 1996 1997 1998 1999 PAID RECEIVED
<S> <C> <C> <C> <C> <C> <C> <C>
Paid fixed, received floating $ 17,375 $ 17,400 $ 17,900 $ 18,700 $ 0 8.342 % 5.843%
Paid floating, received fixed 35,000 35,000 35,000 35,000 35,000 6.125 % 5.265%
</TABLE>
Hedging activities increased interest expense by $0.7 million, $0.5 million, and
$0.5 million in fiscal 1995, 1994, and 1993, respectively.
During fiscal 1995, the Company entered into two interest rate swap agreements
with two banks to convert debt with an aggregate notional value of $8.7 million
from floating-rate to fixed-rate debt. These swaps have a term of four years.
Under the terms of these agreements, the Company makes payments at a fixed
interest rate of 8.061% and will receive payments based on six-month LIBOR in
arrears. The net interest paid or received is included in interest expense.
These swaps are hedged against the $35.0 million fixed-to-floating rate swap
described below. At June 30, 1995, the fair value of these contracts was
negative $0.9 million.
The Company also entered into a fixed-to-floating interest rate swap agreement
with a bank having a notional value of $35.0 million to convert that amount of
the 2003 senior notes to floating-rate debt. This swap has an initial term of
three years, which is renewable at the bank's option for an additional two
years. Under the terms of this agreement, the Company makes payments at variable
rates, which are based on six-month LIBOR, and receives payments at a fixed
interest rate of 5.265%. The net interest paid or received is included in
interest expense. The variable rate at June 30, 1995 was 5.9063% and the fair
value of this contract was negative $1.2 million.
During fiscal 1990, the Company entered into two interest rate swap agreements
with a notional value of $10.0 million which expire in December 1995. The swap
agreements originally converted certain variable-rate term loans into fixed-rate
obligations with a fixed rate of 9.01%. Under the terms of these agreements, the
Company makes payments at a fixed interest rate of 8.34% and receives payments
at variable rates, which are based on LIBOR. The net interest paid or received
is included in interest expense. In fiscal 1994, the Company repaid the balance
of these term loans and utilized these swap agreements as a
22
<PAGE>
CADMUS COMMUNICATIONS CORPORATION AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- CONTINUED
hedge against the $35.0 million fixed-to-floating rate swap mentioned above. At
June 30, 1995, the fair value of this contract was negative $0.1 million.
The notional value of the swap contracts does not represent exposure to credit
loss. In the event of default by the counterparties, the risk, if any, in these
transactions is the cost of replacing the swap agreement at current market
rates. The Company continually monitors its positions and the credit rating of
its counterparties and limits the amount of agreements it enters into with any
one party. Management does not anticipate nonperformance by the counterparties;
however, if incurred, any such loss would be immaterial.
The fair value of long-term debt as of June 30, 1995 was $53.9 million based on
the market value of debt with similar maturities and covenants.
Under the terms of the various debt instruments, approximately $46.3 million of
retained earnings at June 30, 1995, is not available for payment of cash
dividends.
Maturities of long-term debt for the five years ending June 30, 2000 are as
follows: 1996 -- $2.4 million; 1997 -- $2.3 million; 1998 -- $3.6 million;
1999 -- $5.2 million; 2000 -- $6.9 million; and $33.6 million thereafter. The
book value of all encumbered properties as of June 30, 1995, totaled $0.7
million.
The Company incurred interest expense of $5.4 million, $4.8 million, and $3.7
million for fiscal 1995, 1994, and 1993, respectively, of which $0.1 million for
fiscal 1995, and $0.5 million for fiscal 1993 were capitalized. Interest paid,
net of amounts capitalized, totaled $5.3 million, $4.8 million, and $3.2 million
for fiscal 1995, 1994, and 1993 respectively.
10. INCOME TAXES
Effective July 1, 1993, the Company adopted SFAS No. 109, "Accounting for Income
Taxes." SFAS No. 109 requires the liability method of accounting for deferred
income taxes, whereby enacted statutory tax rates are applied to the differences
between the financial reporting and tax bases of assets and liabilities. The
cumulative effect of the change in accounting principle was a reduction in the
deferred income tax liability and a corresponding increase in net income of $933
in the first quarter of fiscal 1994. Under the provisions of SFAS No. 109, the
Company elected not to restate prior years' consolidated financial statements.
Income taxes for the years ended June 30, 1995, 1994, and 1993, consist of the
following:
<TABLE>
<CAPTION>
1995 1994 1993
<S> <C> <C> <C>
Current
Federal $3,052 $2,313 $2,365
State 297 360 230
3,349 2,673 2,595
Deferred
Federal 1,743 133 288
State 111 320 64
1,854 453 352
Income taxes $5,203 $3,126 $2,947
</TABLE>
Cash paid for income taxes totaled $3.3 million, $3.0 million, and $2.3 million
for fiscal 1995, 1994, and 1993, respectively.
23
<PAGE>
CADMUS COMMUNICATIONS CORPORATION AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- CONTINUED
The amounts of income tax expense differ from the amounts obtained by
application of the statutory U.S. rates to income before income taxes for the
reasons shown in the following table:
<TABLE>
<CAPTION>
1995 1994 1993
<S> <C> <C> <C>
Computed at statutory U.S. rate $4,312 $2,697 $2,542
State income taxes, net of Federal tax benefit 269 449 194
Goodwill amortization 221 242 227
Charitable contribution (127)
Sale of joint venture 295
Other 106 (135) (16)
Income taxes $5,203 $3,126 $2,947
</TABLE>
The net current and noncurrent components of deferred income taxes recognized in
the balance sheet at June 30, 1995 and 1994, are as follows:
<TABLE>
<CAPTION>
1995 1994
<S> <C> <C>
Net current assets $ 1,092 $ 1,227
Net noncurrent liabilities 4,641 2,992
Net liability $ 3,549 $ 1,695
</TABLE>
The Company has state net operating loss carryforwards aggregating approximately
$15.3 million which expire during fiscal years 2004 to 2010. A valuation
allowance of $0.3 million has been established for state net operating loss
benefits that are not expected to be realized. There was no significant change
in the valuation allowance during fiscal 1995 and there was a $0.1 million
decrease in the valuation allowance during fiscal 1994.
The tax effects of the significant temporary differences which comprise the
deferred tax assets and liabilities at
June 30, 1995 and 1994 are as follows:
<TABLE>
1995 1994
<S> <C> <C>
Assets:
Allowance for doubtful accounts $ 368 $ 512
Inventory 135 137
Employee benefits 3,056 2,604
Restructuring reserve 45 760
State net operating loss carryforwards 501 465
Charitable contribution carryover 32 219
Gross deferred tax assets 4,137 4,697
Liabilities:
Property, plant, and equipment 7,230 5,908
Intangible assets 158 179
Other 24 68
Gross deferred tax liabilities 7,412 6,155
Less: Valuation allowance 274 237
Net liability $3,549 $1,695
</TABLE>
11. RETIREMENT PLANS
Retirement benefits are provided to substantially all employees principally
through a noncontributory, defined benefit pension plan ("Core Plan") and a
thrift savings plan. The Core Plan is a defined benefit plan and benefits are
based on the plan
24
<PAGE>
CADMUS COMMUNICATIONS CORPORATION AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- CONTINUED
provisions relating to employees' compensation and years of service. Assets
under the plans consist of marketable securities and are held in trust funds
managed by independent investment advisors. These plans are qualified plans
under the Internal Revenue Code. The policy of the Company is to fund the Core
Plan at amounts not less than the minimum requirements of the Employee
Retirement Income Security Act of 1974. A supplementary nonqualified, nonfunded,
pension plan ("Supplemental Plan") for certain key executives is also maintained
and is being provided for by charges to earnings sufficient to meet the
projected benefit obligation. The pension cost for this plan is based on
substantially the same actuarial assumptions as those used for the Core Plan.
The components of net pension costs follow:
<TABLE>
<CAPTION>
CORE PLAN SUPPLEMENTAL PLAN
1995 1994 1993 1995 1994 1993
<S> <C> <C> <C> <C> <C> <C>
Present value of benefits earned $ 1,685 $ 1,056 $ 1,129 $ 78 $ 80 $116
Interest cost on plan liabilities 1,647 1,419 1,480 299 237 272
Return on plan assets:
Actual (2,257) (14) (1,578)
Deferred 371 (1,921) (464)
Amortization of transition (asset) obligation (180) (215) (188) 68 37 53
Net pension costs $ 1,266 $ 325 $ 379 $445 $354 $441
</TABLE>
The actuarial assumptions used in determining net pension cost and the related
benefit obligations for the Core Plan were as follows:
<TABLE>
<CAPTION>
1995 1994 1993
<S> <C> <C> <C>
Discount rate for liabilities 8.5% 8.5% 8.0 %
Discount rate for expenses 8.5% 8.5% 9.0 %
Rate of increase in compensation 4.5% 4.5% 6.0 %
Long-term rate of return on plan assets 9.0% 9.0% 10.0%
</TABLE>
A summary of the funded status of the pension plans at June 30, 1995 and 1994
follows:
<TABLE>
<CAPTION>
SUPPLEMENTAL
CORE PLAN PLAN
1995 1994 1995 1994
<S> <C> <C> <C> <C>
Plan assets at market value $24,192 $21,318 $ * $ *
Plan liabilities:
Present value of benefit obligation:
Vested 18,896 16,078 2,886 2,384
Nonvested 637 420 411 525
Accrued benefit obligation 19,533 16,498 3,297 2,909
Adjustment for future salary increases 4,154 3,240 637 695
Projected benefit obligation 23,687 19,738 3,934 3,604
(Excess) deficiency of plan assets over plan liabilities (505) (1,580) 3,934 3,604
Unrecognized transition asset (obligation) 2,449 2,629 (838) (903)
Adjustment required to reflect minimum liability 219 134
Unrecognized gains (losses) (79) 917 (65) 33
Accrued pension costs $ 1,865 $ 1,966 $3,250 $2,868
</TABLE>
* The Supplemental Plan is technically a nonfunded plan; however, the Company
has acquired life insurance contracts ($14.5 million and $13.9 million face
amount at June 30, 1995 and 1994, respectively) intended to be adequate to
fund future benefits. The cash surrender value of these contracts, net of
policy loans, was $1.1 million and $3.6 million at June 30, 1995 and 1994,
respectively, and is included in other assets in the Consolidated Balance
Sheets.
25
<PAGE>
CADMUS COMMUNICATIONS CORPORATION AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- CONTINUED
The Company's contribution to the Core Plan was $1.4 million in fiscal 1995. Due
to the overfunded status, no contributions were made in fiscal 1994 and fiscal
1993.
The thrift savings plan enables employees to save a portion of their earnings on
a tax-deferred basis and also provides for matching contributions from the
Company for a portion of the employees' savings. Additionally, the plan provides
for individual subsidiary companies to make profit sharing contributions. The
Company's expense under this plan was $1.5 million, $1.1 million, and $1.0
million for 1995, 1994, and 1993, respectively.
12. OTHER POSTRETIREMENT BENEFITS
All employees of the Company are eligible for retiree medical coverage if they
retire on or after attaining age 55 with ten or more years of service. Benefits
differ depending upon the date of retirement. For those employees who retired
prior to April 1, 1988, and are under 65, coverage is available at a cost to the
retiree equal to the cost to the Company for an active employee less the fixed
company subsidy. Once employees in this group have reached 65, coverage is
available at a cost to the retiree equal to the cost to the Company for a
post-65 retiree less the fixed company subsidy.
For those employees who retired on or after April 1, 1988, but before January 1,
1994, coverage is available until the earlier of the retiree's death or
attainment of age 65. The retiree contributes the full active rate. Upon
reaching 65, coverage under the Company's plan ceases and the retiree becomes
covered by Medicare.
For those employees who retire on or after January 1, 1994, coverage is
available until the earlier of the death of the retiree, or attainment of age
65. The retiree contributes the full retiree rate, which is equal to the cost to
the Company for a pre-65 retired employee. Upon reaching 65, coverage under the
Company's plan ceases and the retiree becomes covered by Medicare.
Effective July 1, 1993, the Company adopted SFAS No. 106, "Employers' Accounting
for Postretirement Benefits Other than Pensions." SFAS No. 106 requires
recognition of the cost of postretirement benefits during the employees' service
periods. Previously, such expenses were accounted for on a cash basis. The
Company elected to immediately recognize the liability for prior years' service
as the cumulative effect of a change in accounting principle. Accordingly, in
the first quarter of fiscal 1994, the Company recorded an accumulated
postretirement benefit obligation and a corresponding charge to net income of
$887 and a noncurrent deferred income tax benefit of $355, resulting in an
after-tax charge of $532. This is an unfunded plan.
The accumulated postretirement benefit obligation ("APBO") existing at July 1,
1995 was $388. The discount rate used in determining the APBO was 8%. An 11%
rate of increase in the per capita cost of covered health care benefits was
assumed for fiscal 1995, with the rates gradually decreasing to 5.5% in the year
2003 and remaining level thereafter. A one percentage-point increase in the
assumed health care cost trend rates would increase the APBO approximately 0.8%
or $3.
26
<PAGE>
CADMUS COMMUNICATIONS CORPORATION AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- CONTINUED
13. SHAREHOLDERS' EQUITY
Shareholders' equity consists of the following:
<TABLE>
<CAPTION>
COMMON STOCK
($.50 PAR VALUE;
16,000
SHARES AUTHORIZED)
CAPITAL IN EXCESS RETAINED
SHARES AMOUNT OF PAR VALUE EARNINGS
<S> <C> <C> <C> <C>
Balance -- June 30, 1992 5,975 $2,987 $11,796 $ 32,788
Net income 4,533
Cash dividends -- $.20 per share (1,196)
Shares repurchased (27) (13) (202)
Balance -- June 30, 1993 5,948 2,974 11,594 36,125
Net income 5,208
Cash dividends -- $.20 per share (1,192)
Net shares issued upon exercise of stock options 36 18 202
Balance -- June 30, 1994 5,984 2,992 11,796 40,141
Net income 7,479
Cash dividends -- $.20 per share (1,201)
Net shares issued upon exercise of stock options 46 23 652
Balance -- June 30, 1995 6,030 $3,015 $12,448 $ 46,419
</TABLE>
On February 1, 1989, as part of a shareholder rights plan, the Board of
Directors declared a dividend distribution of one preferred share purchase right
for each outstanding share of common stock. Each right entitles the shareholder
to buy one unit (one one-thousandth of a share) of Series A Preferred Stock at a
purchase price of $45 per share, subject to adjustment. The rights will become
exercisable initially only if a person or group acquires or announces a tender
offer for 20% or more of the Company's common stock ("Acquiring Person"), at
which time each right will be exercisable to purchase one unit of Series A
Preferred at the purchase price. At any time after a person becomes an Acquiring
Person, the Company may issue a share of common stock in exchange for each right
other than those held by the Acquiring Person. If an Acquiring Person acquires
30% or more of the Company's common stock or an Acquiring Person merges into or
combines with the Company, each right will entitle the holder, other than the
Acquiring Person, upon payment of the purchase price, to acquire Series A
Preferred or, at the option of the Company, common stock, having a market value
equal to twice the purchase price. If the Company is acquired in a merger or
other business combination in which it does not survive or if 50% of its
earnings power is sold, each right will entitle the holder, other than the
Acquiring Person, to purchase securities of the surviving company having a
market value equal to twice the purchase price. Unless redeemed earlier, the
rights expire on February 13, 1999. The rights may be redeemed by the Board of
Directors at any time prior to the tenth day after a person becomes an Acquiring
Person, subject to the Board of Directors' ability to extend or reinstate the
redemption period under certain circumstances. The rights may have certain
anti-takeover effects. An Acquiring Person will experience substantial dilution
under certain circumstances. However, the rights should not interfere with any
merger or other business combination approved by the Board of Directors because
the rights are generally redeemable at the discretion of the Board.
The Board of Directors has authorized the purchase of up to 200 shares of the
Company's stock from time to time on the open market. The shares, if and when
purchased, may be used for the funding of employee benefit plans. As of
June 30, 1995, 133 shares had been repurchased under this authorization.
In addition to its common stock, the Company authorized capital includes 1,000
shares of preferred stock ($1.00 par value), issuable in series, of which 100
shares are designated as Series A Preferred.
14. STOCK OPTIONS
Under the Company's stock option plans, selected employees may be granted
options to purchase its common stock at prices equal to the fair market value of
the stock at the date the options are granted. There are no charges to earnings
resulting from the plans.
27
<PAGE>
CADMUS COMMUNICATIONS CORPORATION AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- CONTINUED
The following is a summary of changes in options outstanding:
<TABLE>
<CAPTION>
NUMBER OF OPTION PRICE OPTION PRICE
SHARES PER SHARE TOTAL
<S> <C> <C> <C>
Outstanding and exercisable at June 30, 1992 434 $ 4.60 to $28.00 $5,226
Granted 133 $ 9.00 to $10.63 1,210
Lapsed or canceled (97) $ 9.00 to $27.63 (1,847)
Outstanding and exercisable at June 30, 1993 470 $ 4.60 to $28.00 4,589
Exercised (43) $ 4.60 to $ 9.75 (301)
Granted 117 $ 9.45 to $14.13 1,144
Lapsed or canceled (91) $ 9.50 to $12.38 (1,067)
Outstanding and exercisable at June 30, 1994 453 $ 6.38 to $28.00 4,365
Exercised (50) $ 9.00 to $10.63 (486)
Granted 204 $16.75 to $19.19 3,846
Outstanding and exercisable at June 30, 1995 607 $ 6.38 to $28.00 $7,725
</TABLE>
At June 30, 1995, 1,099 shares of authorized but unissued common stock were
reserved for issuance upon exercise of options granted or grantable under the
plans. Options are exercisable under the plans for periods of five to ten years
from the date of grant.
15. CONCENTRATIONS OF CREDIT RISK
Financial instruments which potentially subject the Company to concentrations of
credit risk consist principally of trade receivables. Concentrations of credit
risk with respect to trade receivables are limited due to the large number of
customers comprising the Company's customer base, and their dispersion across
different businesses and geographic regions. As of June 30, 1995 and 1994, the
Company had no significant concentrations of credit risk.
16. SUPPLEMENTAL CASH FLOW INFORMATION
Excluded from the consolidated statements of cash flows was the effect of
certain noncash activities. The Company assumed $0.2 million and $1.5 million of
obligations in conjunction with acquisitions for fiscal years ended June 30,
1995, and 1993 respectively. The Company also received in fiscal 1993 a $0.4
million note receivable in exchange for certain assets. There were no noncash
investing or financing activities in fiscal 1994.
17. ROYALTY COMMITMENTS
In March, 1994, the Company entered into an agreement with National Football
League Properties, Inc. ("NFLP"), whereby the Company was granted a license to
manufacture, publish, and distribute a sports publication. Royalty expense under
the agreement was $0.5 million for the year ended 1995. There was no royalty
expense for the years ended 1994 or 1993.
18. CONTINGENCIES
The Company is party to various legal actions which are ordinary and incidental
to its business. While the outcome of legal actions cannot be predicted with
certainty, management believes the outcome of any of these proceedings, or all
of them combined, will not have a materially adverse effect on its consolidated
financial position or results
of operations.
28
<PAGE>
REPORT OF INDEPENDENT PUBLIC ACCOUNTANTS
To the Shareholders and Board of Directors of
Cadmus Communications Corporation:
We have audited the accompanying consolidated balance sheet of Cadmus
Communications Corporation and Subsidiaries as of June 30, 1995, and the related
consolidated 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 Cadmus Communications
Corporation and Subsidiaries as of June 30, 1995, and the results of their
operations and their cash flows for the year then ended in conformity with
generally accepted accounting principles.
As discussed in Notes 12 and 10 to the consolidated financial statements,
effective as of July 1, 1994, the Company changed its method of accounting for
postretirement benefits other than pensions to conform with Statement of
Financial Accounting Standards No. 106 and its method of accounting for income
taxes to conform with Statement of Financial Accounting Standards No. 109.
ARTHUR ANDERSEN LLP
Richmond, Virginia,
August 1, 1995
REPORT OF INDEPENDENT ACCOUNTANTS
To the Shareholders and Board of Directors
Cadmus Communications Corporation:
We have audited the consolidated financial statements of Cadmus
Communications Corporation and Subsidiaries as of June 30, 1994, and for each of
the two years in the period ended June 30, 1994. We have also audited the 1994
and 1993 financial statement schedules listed in the Index to Financial
Statements and schedules of this Form 10-K. These financial statements and
financial statement schedules are the responsibility of the Company's
management. Our responsibility is to express an opinion on these financial
statements and financial statement schedules based on our audits.
We conducted our audits in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the 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 audits provide a reasonable basis for our opinion.
In our opinion, the financial statements referred to above present fairly,
in all material respects, the consolidated financial position of Cadmus
Communications Corporation and Subsidiaries as of June 30, 1994, and the
consolidated results of their operations and their cash flows for each of the
two years in the period ended June 30, 1994 in conformity with generally
accepted accounting principles. In addition, in our opinion, the 1994 and 1993
financial statement schedules referred to above, when considered in relation to
the basic financial statements taken as a whole, present fairly, in all material
respects, the information required to be included therein.
As discussed in Notes 10 and 12 to the consolidated financial statements,
effective as of the beginning of 1994, Cadmus changed its method of accounting
for income taxes to conform with Statement of Financial Standards No. 109 and
its method of accounting for postretirement benefits other than pensions to
conform with Statement of Financial Accounting Standards No. 106.
COOPERS & LYBRAND L.L.P.
Richmond, Virginia
August 2, 1994
29
<PAGE>
ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS
ON ACCOUNTING AND FINANCIAL DISCLOSURE
Previously reported in the Company's Form 8-K and Form 8-K/A filed with the
Securities and Exchange Commission on August 23, 1994 and September 20, 1994,
respectively.
30
<PAGE>
PART III
ITEM 10. DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT
DIRECTORS
The Board is divided into three classes (I, II, and III), with one class
being elected every year for a term of three years. Of the five persons named
immediately below, the first four currently serve as Class III directors of
Cadmus and will be nominated to serve as Class III directors for terms of three
years expiring at the 1998 annual meeting. The fifth listed individual was
appointed by the Board to serve until the 1995 annual meeting of shareholders to
be held November 8, 1995 ("1995 Annual Meeting") as a Class III director but
will be nominated to serve as a Class I director for a term of one year expiring
at the 1996 annual meeting.
Certain information concerning the nominees for election at the 1995 Annual
Meeting as Class III and Class I directors is set forth below, as well as
certain information about the other Class I and Class II directors, who will
continue in office after the 1995 Annual Meeting until the 1996 and 1997 annual
meeting of shareholders, respectively.
NOMINEES FOR ELECTION AS CLASS III DIRECTORS
(TO SERVE UNTIL 1998 ANNUAL MEETING)
<TABLE>
<CAPTION>
PRINCIPAL OCCUPATION DURING
DIRECTOR PAST FIVE YEARS AND DIRECTORSHIPS
NAME AND (AGE) SINCE (1) IN OTHER PUBLIC COMPANIES
<S> <C> <C>
Price H. Gwynn, III (72) 1984 Chairman, Presbyterian Publishing Corporation,
formerly Vice President Lance, Inc., Charlotte,
North Carolina.
John C. Purnell, Jr. (54) 1979 Executive Director, Friends Association For
Children, Richmond, Virginia, a non-profit child
welfare organization.
Russell M. Robinson, II (63) 1984 Attorney-at-Law, President, Director, and
shareholder of Robinson, Bradshaw & Hinson, P.A.,
Charlotte, North Carolina. Director, Caraustar
Industries, Inc. and Duke Power Company
John W. Rosenblum (51) 1988 Tayloe Murphy Professor, the Darden Graduate School
of Business Administration, University of
Virginia. Formerly Dean, the Darden School.
Director, Chesapeake Corporation, Comdial
Corporation, Cone Mills Corporation, and T. Rowe
Price Associates.
</TABLE>
NOMINEE FOR ELECTION AS A CLASS I DIRECTOR
(TO SERVE UNTIL 1996 ANNUAL MEETING)
<TABLE>
<CAPTION>
PRINCIPAL OCCUPATION DURING
DIRECTOR PAST FIVE YEARS AND DIRECTORSHIPS
NAME AND (AGE) SINCE (1) IN OTHER PUBLIC COMPANIES
<S> <C> <C>
Jeanne M. Liedtka (40) 1995 Associate Professor at the Darden Graduate School
of Business Administration, University of
Virginia; Associate Professor at Rutgers
University and Simmons College.
</TABLE>
31
<PAGE>
CLASS I DIRECTORS
(SERVING UNTIL 1996 ANNUAL MEETING)
<TABLE>
<CAPTION>
PRINCIPAL OCCUPATION DURING
DIRECTOR PAST FIVE YEARS AND DIRECTORSHIPS
NAME AND (AGE) SINCE (1) IN OTHER PUBLIC COMPANIES
<S> <C> <C>
Robert I. Dalton, Jr. (74) 1977 President, Tech-Tex, Inc., a Charlotte, North
Carolina business brokerage firm. Formerly,
Partner, Dalton-Briley and Company, a Charlotte,
North Carolina business brokerage firm.
Lee P. Dudley (62) 1974 Vice President -- Investments and Branch Manager,
Richmond, Virginia office of A.G. Edwards & Sons,
Inc., a broker-dealer organization. Formerly
Chairman and Chief Executive Officer of Financial
Corporation of Virginia, a Richmond, Virginia
investment banking and broker-dealer
organization.
Frank G. Louthan, Jr. (75) 1968 Retired, formerly Chairman and Chief Executive
Officer, RECO Industries, Inc., a privately-owned
engineering company headquartered in Richmond,
Virginia.
Wallace Stettinius (62) 1967 Retired, formerly Chairman of the Board, Cadmus.
Formerly President and Chief Executive Officer,
Cadmus. Director, American Filtrona Corporation
and Chesapeake Corporation.
</TABLE>
CLASS II DIRECTORS
(SERVING UNTIL 1997 ANNUAL MEETING)
<TABLE>
<CAPTION>
PRINCIPAL OCCUPATION DURING
DIRECTOR PAST FIVE YEARS AND DIRECTORSHIPS
NAME AND (AGE) SINCE (1) IN OTHER PUBLIC COMPANIES
<S> <C> <C>
Frank Daniels, III (39) 1994 Publisher, Nando.net; Vice President of The News
and Observer Publishing Company, Raleigh, North
Carolina. Formerly, Executive Editor and Director
of Operations of The News and Observer Publishing
Company.
C. Stephenson Gillispie, Jr. (53) 1991 Chairman of the Board, President, and Chief
Executive Officer, Cadmus. Formerly, Chief
Operating Officer, Cadmus, and President and
Chief Executive Officer, The William Byrd Press,
Incorporated.
John D. Munford, II (67) 1965 Retired, formerly Vice Chairman, Executive Vice
President, Union Camp Corporation, Franklin,
Virginia. Director, Pulaski Furniture
Corporation, Universal Corporation, Mohawk
Papermill, Inc. and Caraustar Industries, Inc.
Bruce A. Walker (61) 1977 President, Valco Graphics, Inc., a Seattle,
Washington publication and tabloid printing firm.
Formerly, Marketing Representative, Pacific
Northwest, Anderson Lithograph Company, Los
Angeles, California.
</TABLE>
(1) All service by Cadmus directors prior to June 30, 1984 refers to service as
directors of Cadmus' subsidiaries, Byrd or Washburn. At the Board's February
7, 1995 meeting, Ms. Liedtka was elected to serve on the Board as a Class
III director to serve until the 1995 Annual Meeting; however, in accordance
with Cadmus' Articles of Incorporation, in order to maintain the classes as
nearly equal in number as possible, Ms. Liedtka has been redesignated as a
Class I director nominee to serve until the 1996 annual meeting of
shareholders.
32
<PAGE>
EXECUTIVE OFFICERS
For information regarding the executive officers of Cadmus, see "Executive
Officers of the Registrant" at the end of Part I of this report.
COMPLIANCE WITH SECTION 16 OF THE SECURITIES EXCHANGE ACT OF 1934
Based on a review of the reports of changes in beneficial ownership of
Common Stock and written representations furnished to Cadmus, Cadmus believes
that its officers and directors filed on a timely basis the reports required to
be filed under Section 16(a) of the Securities Exchange Act of 1934 during the
fiscal year ended June 30, 1995, except that inadvertently a Form 3 was filed
late for Ms. Liedtka and a Form 5 was filed late for each of Messrs. Munford and
Fernstrom.
FAMILY RELATIONSHIPS
Mr. Dalton is the brother-in-law of Mr. Robinson. Mr. Dudley is the
stepbrother of Mr. Stettinius.
33
<PAGE>
ITEM 11. EXECUTIVE COMPENSATION
EXECUTIVE COMPENSATION
The following table shows, for the fiscal years ended June 30, 1995, 1994,
and 1993, all compensation paid or accrued by Cadmus to the Company's Chief
Executive Officer and its four other most highly compensated executive officers
whose salary and bonus for fiscal year 1995 exceed $100,000.
SUMMARY COMPENSATION TABLE
<TABLE>
<CAPTION>
ANNUAL COMPENSATION (1) LONG-TERM COMPENSATION
OTHER SECURITIES ALL OTHER
ANNUAL UNDERLYING COMPEN-
NAME AND COMPEN- OPTIONS/ SATION
PRINCIPAL POSITION YEAR SALARY ($)(2) BONUS ($)(3) SATION($) SARS(#S) ($)(4)
<S> <C> <C> <C> <C> <C> <C>
C. Stephenson Gillispie, Jr. 1995 $ 297,500 $160,000 -- 42,200 $ 4,500
Chairman of the Board, 1994 290,200 150,000 -- 25,000 4,497
President, and Chief 1993 279,200 63,000 -- 25,000 4,364
Executive Officer
Michael Dinkins 1995 182,000 90,000 -- 20,800 0
Vice President and 1994 179,200 75,000 $115,922(5) 10,000 0
Chief Financial Officer 1993 0 0 -- 0 0
Gregory Moyer 1995 175,000 70,000 154,177(6) 30,800 0
Vice President -- Human 1994 0 0 -- 0 0
Resources and Quality 1993 0 0 -- 0 0
John H. Phillips 1995 165,000 83,000 -- 10,800 4,500
Vice President and Regional 1994 163,840 83,000 -- 13,500 4,497
Manufacturing Officer 1993 157,700 60,000 -- 7,500 4,267
Bruce V. Thomas 1995 156,000 82,000 -- 10,800 4,500
Vice President -- Law 1994 154,200 80,000 -- 12,000 1,875
and Development 1993 134,200 80,000 -- 8,000 0
</TABLE>
(1) Except as reported for Messrs. Dinkins and Moyer under "Other Annual
Compensation," non-cash perquisites or personal benefits are not included as
such amounts did not exceed the lesser of 10% of the respective named
executive officer's individual salary and bonus or $25,000.
(2) Reflects salary before pretax contribution under the Cadmus Thrift Savings
Plan (the "Thrift Savings Plan").
(3) Reflects short-term incentive awards accrued for each of the three fiscal
years ended June 30, 1995 under the Cadmus Executive Incentive Plan.
(4) Reflects amounts contributed or matched by Cadmus for the fiscal year ended
June 30, 1995 under the Cadmus Thrift Savings Plan.
(5) Of the total amount reported as "Other Annual Compensation" for Mr. Dinkins
in fiscal year 1994, $50,000 was paid as a reimbursement for the value of
stock options forfeited by Mr. Dinkins when he left his previous employer to
join Cadmus during fiscal year 1994, with the balance of the amount so
reported attributable in the aggregate to other relocation expenses,
including tax payments on moving expenses, settlement and closing costs,
temporary living and travel expenses and moving expenses, each of which
individually amounts to less than 25% of the total amount reported.
(6) Of the total amount reported as "Other Annual Compensation" for Mr. Moyer in
fiscal year 1995, $43,311 was paid for closing costs, $65,486 for mortgage
and bridge loan payments, $40,000 for discretionary expenses and $5,379 was
attributable to other relocation expenses, including temporary living and
travel expenses, which individually amount to less than 25% of the total
amount reported.
34
<PAGE>
STOCK OPTIONS
The following table reflects grants of stock options made during the year
ended June 30, 1995 to each of the named executive officers.
OPTIONS GRANTED IN LAST FISCAL YEAR
<TABLE>
<CAPTION>
POTENTIAL
REALIZABLE
VALUE AT
NUMBER OF ASSUMED ANNUAL
SECURITIES PERCENTAGE OF RATES OF STOCK
UNDERLYING TOTAL OPTIONS/ EXERCISE PRICE APPRECIATION
OPTIONS SARS GRANTED OR BASE FOR OPTION
GRANTED TO EMPLOYEES PRICE EXPIRATION TERM (2)
NAME (#) (1) IN FISCAL YEAR ($/SH) DATE 5% 10%
<S> <C> <C> <C> <C> <C> <C>
C. Stephenson Gillispie, Jr. 42,200 21% $19.19 05/09/05 $509,290 $1,290,641
Michael Dinkins 10,000 5% 16.75 11/09/04 105,340 266,952
10,800 5% 19.19 05/09/05 130,340 330,306
Gregory Moyer 20,000 10% 17.00 08/15/04 213,824 541,872
10,800 5% 19.19 05/09/05 130,340 330,306
John H. Phillips 6,400 3% 19.19 05/09/05 77,238 195,737
4,400 2% 19.01 06/12/05 52,603 133,307
Bruce V. Thomas 10,800 5% 19.19 05/09/05 130,340 330,306
</TABLE>
(1) All grants were made under the Company's 1990 Incentive Stock Plan, as
amended, and are exercisable no earlier than six months from date of grant,
nor later than five years from date of grant, depending upon whether the
Company's performance exceeds specific standards adopted by the Compensation
Committee.
(2) The dollar amounts under these columns are the result of calculations at
assumed annual rates of stock price appreciation set by the Securities and
Exchange Commission. The dollar amounts shown are not intended to forecast
possible future appreciation, if any, of the price of the Common Stock.
The following table reflects certain information regarding the exercise of
stock options during the year ended June 30, 1995, as well as information with
respect to unexercised options held at such date by each of the named executive
officers.
AGGREGATED OPTION EXERCISES IN LAST FISCAL YEAR
AND FISCAL YEAR END OPTION VALUES
<TABLE>
<CAPTION>
NUMBER OF VALUE OF
UNEXERCISED UNEXERCISED
OPTIONS AT "IN THE MONEY"
FISCAL OPTIONS AT FISCAL
NUMBER OF YEAR END (#) YEAR END ($)
SHARES ACQUIRED VALUE EXERCISABLE/ EXERCISABLE/
ON EXERCISE (#) REALIZED ($) UNEXERCISABLE UNEXERCISABLE
<S> <C> <C> <C> <C>
C. Stephenson Gillispie, Jr. 0 $0 107,000/42,000 $1,550,750/187,157
Michael Dinkins 0 0 20,000/10,800 206,690/47,898
Gregory Moyer 0 0 20,000/10,800 132,500/47,898
John H. Phillips 0 0 51,500/10,800 761,436/47,898
Bruce V. Thomas 0 0 20,000/10,800 286,500/47,898
</TABLE>
DEFERRED COMPENSATION PLAN
Effective July 1, 1995, the Board approved and established a Deferred
Compensation Plan ("Deferred Compensation Plan"). The purpose of the Deferred
Compensation Plan is to provide eligible employees the option of deferring
current taxation on their incentive compensation awards.
This plan provides that any employee of the Company who is covered by the
Company's executive compensation plan may elect to defer receipt of all or any
portion of his or her incentive compensation awards. A participating employee
may elect to have amounts deferred under the plan invested in any combination of
six designated T. Rowe Price investment funds;
35
<PAGE>
and his or her deferred account balance is credited on a quarterly basis with
earnings or loss. The Company may establish a trust to hold amounts deferred and
which accumulate under the plan, but has not done so yet.
A participating employee's account balance is fully vested at all times and
normally is payable in a lump sum at a time designated by the employee. However,
an employee will automatically receive payment after termination of employment
for reasons other than retirement or disability; and an employee may receive an
in-service withdrawal for financial hardship.
NON-QUALIFIED THRIFT PLAN
Effective July 1, 1995, the Board approved and established a Non-Qualified
Thrift Plan ("Non-Qualified Thrift Plan"). The purpose of the Non-Qualified
Thrift Plan is to provide deferred compensation opportunities for eligible
employees on a basis similar to that of the Thrift Savings Plan after the
arbitrary limits imposed under the Thrift Savings Plan on the Company's and the
employee's contributions by the Internal Revenue Code are reached.
This plan provides that any employee of the Company who is covered by the
Company's executive compensation plan may elect to defer receipt of all or any
portion of his or her compensation (as defined for purposes of the Thrift
Savings Plan) which could have been contributed to the Thrift Savings Plan but
for certain tax law restrictions on contributions (generally, the $150,000 limit
on covered compensation and the $9,240 limit on employee contributions). It
provides for a Company matching contribution on an employee's contributions to
the Non-Qualified Thrift Plan to the extent the employee's contributions would
have received a matching contribution under the Thrift Savings Plan (currently
at the rate of 50% on the first 6% of compensation contributed) but for certain
tax law restrictions on contributions. It also provides for a Company profit
sharing contribution to the extent any Company profit sharing contribution for
the employee under the Thrift Savings Plan is limited by certain tax law
restrictions on contributions.
A participating employee may elect to have amounts deferred under the plan
invested in any combination of six designated T. Rowe Price investment funds;
and his or her deferred account balance is credited on a quarterly basis with
earnings or loss. The Company may establish a trust to hold amounts deferred and
which accumulate under the plan, but has not done so yet.
A participating employee's account balance attributable to his or her
contributions is fully vested at all times. A participating employee's account
balance attributable to Company contributions is vested at the same time and in
the same manner as provided in the Thrift Savings Plan (at age 65 or otherwise
under a 2-to-6 year graduated vesting schedule). A participating employee's
vested account balance normally is payable in a lump sum after termination of
employment for any reason. However, an employee may receive an in-service
withdrawal for financial hardship.
CHANGE-IN-CONTROL AGREEMENT
Cadmus has entered into agreements with Messrs. Gillispie, Dinkins, Moyer,
Phillips, Thomas, Bosher, Fernstrom, and six other managers that provide for
severance payments and certain other benefits if their employment terminates
after "a change in control" (as defined) of Cadmus. Payments and benefits will
be paid under these agreements only if, within three years following a change in
control (or such shorter period from the date of any change in control to normal
retirement), the employee (i) is terminated involuntarily without "cause" (as
defined) and not as a result of death, disability or normal retirement, or (ii)
terminates his employment voluntarily for "good reason" (as defined). "Change in
control" is defined generally to include (i) an acquisition of 20% of Cadmus'
voting stock, (ii) certain changes in the composition of the Cadmus Board of
Directors, (iii) shareholder approval of certain business combinations or asset
sales in which Cadmus' historic shareholders hold less than 60% of the resulting
or purchasing company or (iv) shareholder approval of the liquidation or
dissolution of Cadmus.
In the event of such termination following a change in control, the
employee will be entitled to receive a lump sum severance payment, certain other
payments and a continuation of employee welfare benefits. Severance payments
under these agreements are determined by a formula that takes into account base
salary, annual bonus and years of employment. Under this formula, Mr. Gillispie
will be entitled to the maximum severance payment, which will be an amount equal
to three times the sum of the employee's base salary and annual bonus for the
year in which termination occurs, or for the year ended June 30, 1992, whichever
is higher. The total amount payable to the employee may not exceed the maximum
amount that may be paid without the imposition of a federal excise tax on the
employee and denial of a tax deduction to the payer.
RETIREMENT BENEFITS
PENSION PLAN. Substantially all employees of Cadmus and its participating
subsidiaries who are 21 years of age or older and who are credited with at least
one year of service are covered by the Cadmus Pension Plan ("Pension Plan"). The
Pension
36
<PAGE>
Plan is a non-contributory defined benefit pension plan under which retirement
benefits are generally based on periods of active participation. For the period
July 1, 1979 through June 30, 1985 a participant earned a retirement benefit
expressed as an annuity for life equal to 2% of his base compensation (exclusive
of non-guaranteed commissions, bonuses, overtime pay and similar payments) for
each year of service. For periods after June 30, 1985, a participant earns a
retirement benefit generally equal to 1.6% of his base compensation each year
(limited to the inflation adjusted compensation cap each year starting July 1,
1989). Under a special rule, employees who were participants on June 30, 1985
generally accrued further benefits after June 30, 1985 and before January 1,
1992 at no less than the amount of accrual for the fiscal year ended June 30,
1985. This special rule ceased to apply effective for accruals after December
31, 1991. Prior to July 1, 1979, several different benefit formulas applied, and
employees who were participants before July 1, 1979 will retain their accrued
past service benefit for service before July 1, 1979 based on the benefit
formulas then in effect.
Because retirement benefits under the Pension Plan are based on career
average compensation, a table showing annual retirement benefits based upon
final average compensation and years of service is inappropriate and has been
omitted. Based on the benefit formula in effect on and after July 1, 1985, and
on the assumption that the individuals named will continue to receive, until
normal retirement age, covered compensation in the same amounts paid for the
fiscal year ended June 30, 1995, the estimated annual benefits which are not
subject to any deduction for Social Security or other offset amount payable for
the named executive officers are $62,810 for Mr. Gillispie, $58,200 for Mr.
Dinkins, $61,740 for Mr. Phillips, and $66,163 for Mr. Thomas. Mr. Moyer will be
eligible for participation in the plan on January 1, 1996.
CADMUS SUPPLEMENTAL EXECUTIVE RETIREMENT PLAN. Cadmus maintains the Cadmus
Supplemental Executive Retirement Plan ("SERP") to provide supplemental
retirement benefits for certain key employees of Cadmus and its participating
subsidiaries who are credited with at least five years of service as a group 1
employee and who are selected by the Board for participation in the SERP. The
Board may waive all or any part of the five year service requirement. The SERP
is a non-qualified unfunded plan which covers 17 active key employees of Cadmus
and its participating subsidiaries. The retirement or death benefit payable
under the SERP is a 15 year term certain annuity equal to 30% of the
participant's final average (high three years out of last ten) base compensation
(exclusive of non-guaranteed commissions, bonuses, overtime pay or similar
payments) generally commencing at the participant's normal retirement age (which
is age 65 for employees last hired prior to age 60 or otherwise is the fifth
anniversary of commencement of participation). Benefits are not subject to any
reduction for Social Security or other offset amount.
The following table shows the estimated annual retirement benefits payable
to SERP participants in the following average final compensation and years of
service classifications assuming retirement at age 65. Average compensation
under the SERP includes only the amounts set forth under "Salary" in the Summary
Compensation Table.
PENSION PLAN TABLE
<TABLE>
<CAPTION>
HIGHEST 3-YEAR YEARS OF SERVICE
AVERAGE COMPENSATION 5 10 15 20 AND OVER
<S> <C> <C> <C> <C>
$100,000 $ 7,500 $15,000 $22,500 $ 30,000
125,000 9,375 18,750 28,125 37,500
150,000 11,250 22,500 33,750 45,000
175,000 13,125 26,250 39,375 52,500
200,000 15,000 30,000 45,000 60,000
225,000 16,875 33,750 50,625 67,500
250,000 18,750 37,500 56,250 75,000
300,000 22,500 45,000 67,500 90,000
350,000 26,250 52,500 78,750 105,000
</TABLE>
Credited years of service under the SERP for table as of the fiscal year
ended June 30, 1995 are: Mr. Gillispie -- 18; Mr. Dinkins -- 1; Mr. Moyer -- 0;
Mr. Phillips -- 20; and Mr. Thomas -- 3.
COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION
Members of the Executive Compensation and Organization Committee ("ECOC")
are Messrs. Dudley, Gwynn, Munford, Robinson (Chairman), Rosenblum, and Walker.
No member of the ECOC is or has been an employee of Cadmus. Furthermore, none of
Cadmus' executive officers has served on the board of directors of any company
of which an ECOC member is an employee except for John H. Phillips, Vice
President and Regional Manufacturing Officer of Cadmus, who
37
<PAGE>
serves as a director of Valco Industries, Inc., a privately-held Seattle
publication and tabloid printing firm, of which Bruce A. Walker, an ECOC member,
is President.
The firm of Robinson, Bradshaw & Hinson, P.A. of which Russell M. Robinson,
II, a Class III director, is President, a Director, and a Shareholder, was
retained to perform legal services for Cadmus during fiscal year 1995. It is
anticipated that the firm will continue to provide legal services to Cadmus
during fiscal year 1996.
COMPENSATION OF DIRECTORS
CASH COMPENSATION
Each director of Cadmus who is not also an executive officer of Cadmus
receives: (a) an annual retainer of $10,000; (b) $1,000 for attendance at each
Board meeting; (c) $750 for attendance at each committee meeting; and (d) $300
for each conference call Board meeting in which he participates. The Chairmen of
the Audit, the Executive Compensation and Organization, and the Benefits and
Investment Committees each receive an additional $2,000 annually. Each director
also is reimbursed for usual and ordinary expenses of meeting attendance. A
director who also is an employee of Cadmus receives no additional compensation
for serving as a director.
Cadmus has in effect a plan under which directors may elect to defer their
annual retainers and attendance fees generally until after the termination of
their service on the Board.
NON-EMPLOYEE DIRECTOR STOCK COMPENSATION PLAN
Under the 1992 Non-Employee Director Stock Compensation Plan, a portion of
the anticipated future increases in the annual retainer will be paid in stock
options. Each Director who is not an employee of Cadmus will receive an option
grant covering 1,000 shares of Common Stock on August 15 of each year during the
term of the Plan, with the third grant made under the Plan on August 15, 1995 at
a per share exercise price of $24.0531. The options granted under the Director
Plan are not exercisable for six months from date of grant except in the case of
death or disability. Options that are not exercisable at the time a director's
services on the Board terminates for reasons other than death, disability or
retirement in accordance with Cadmus' policy will be forfeited.
38
<PAGE>
ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS
AND MANAGEMENT
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
The following table sets forth, as of July 31, 1995, the number and
percentage of shares of Common Stock held by persons known by Cadmus to be the
owners of more than five percent of the Company's issued and outstanding Common
Stock, each of the Cadmus directors and nominees for director, the executive
officers named in the Summary Compensation Table, and all directors and
executive officers as a group:
<TABLE>
<CAPTION>
AMOUNT AND NATURE OF PERCENT OF
NAME AND ADDRESS BENEFICIAL OWNERSHIP COMMON STOCK ISSUED
OF BENEFICIAL OWNER OF COMMON STOCK (1) AND OUTSTANDING
<S> <C> <C>
FMR Corp. (Fidelity Investments) 472,000(2) 7.8%
Boston, Massachusetts
Robert I. Dalton, Jr. 8,738(3) *
Charlotte, North Carolina
Frank Daniels, III 500 *
Charlotte, North Carolina
Michael Dinkins 20,650(4) *
Richmond, Virginia
Lee P. Dudley 11,319(5) *
Richmond, Virginia
C. Stephenson Gillispie, Jr. 135,302(6) 2.2%
Richmond, Virginia
Price H. Gwynn, III 14,466 *
Charlotte, North Carolina
Jeanne M. Liedtka 0 *
Charlottesville, Virginia
Frank G. Louthan, Jr. 150,771(7) 2.5%
Richmond, Virginia
Gregory Moyer 20,000(8) *
Richmond, Virginia
John D. Munford, II 48,003 *
Franklin, Virginia
John H. Phillips 81,811(9) 1.3%
Richmond, Virginia
John C. Purnell, Jr. 6,807 *
Richmond, Virginia
Russell M. Robinson, II 17,272 *
Charlotte, North Carolina
John W. Rosenblum 3,000 *
Charlottesville, Virginia
Wallace Stettinius 221,195(10) 3.6%
Richmond, Virginia
Bruce V. Thomas 21,288(11) *
Richmond, Virginia
</TABLE>
39
<PAGE>
<TABLE>
<CAPTION>
AMOUNT AND NATURE OF PERCENT OF
NAME AND ADDRESS BENEFICIAL OWNERSHIP COMMON STOCK ISSUED
OF BENEFICIAL OWNER OF COMMON STOCK (1) AND OUTSTANDING
<S> <C> <C>
Bruce A. Walker 2,800 *
Seattle, Washington
All Directors and
Executive Officers as
a Group (18 persons) 1,240,543(12) 12.4%
</TABLE>
* Indicates that percent of class does not exceed one percent.
(1) Except as otherwise indicated, each nominee, director or executive officer
has sole voting and investment power with respect to the shares shown.
Beneficial ownership for each non-employee director includes 2,000 shares
as to which each such director holds presently exercisable options under
the Non-Employee Director Stock Option Plan.
(2) The information contained herein with respect to FMR Corp. ("Fidelity
Investments") is based on a Schedule 13G filed by such corporation with the
Securities and Exchange Commission, a copy of which was sent to the Company
on February 13, 1995. The Schedule 13G certifies that the acquisition of
such shares was in the ordinary course of business and not in connection
with, or as a participant in, any transaction having the purpose or effect
of changing or influencing the control of the Company.
(3) Also includes 300 shares held by Mr. Dalton's wife as to which shares Mr.
Dalton disclaims beneficial ownership.
(4) Includes 20,000 shares as to which Mr. Dinkins holds presently exercisable
options.
(5) Also includes 516 shares held by a corporation of which Mr. Dudley is
chairman, director, and majority shareholder and 8,803 shares held by a
corporation of which Mr. Dudley is president and a majority shareholder.
(6) Includes 107,000 shares as to which Mr. Gillispie holds presently
exercisable options and 571 shares held for his account in the Cadmus ESOP
account under the Thrift Savings Plan.
(7) Also includes 14,298 shares held by Mr. Louthan's wife, as to which shares
Mr. Louthan disclaims beneficial ownership.
(8) Mr. Moyer holds all his shares in the form of presently exercisable
options.
(9) Includes 51,500 shares as to which Mr. Phillips holds presently exercisable
options and 479 shares held for his account in the Cadmus ESOP account
under the Thrift Savings Plan.
(10) Includes: (a) 185,306 shares held in an agency account by NationsBank of
Virginia, N.A., as to all of which shares Mr. Stettinius is the beneficial
owner; (b) 2,222 shares, also held in an agency account by NationsBank of
Virginia, N.A., for Mr. Stettinius' wife, as to which shares Mr. Stettinius
disclaims beneficial ownership; (c) 33,000 shares as to which Mr.
Stettinius holds presently exercisable options; and (d) 667 shares held for
his account in the Cadmus ESOP account under the Thrift Savings Plan.
(11) Includes 20,000 shares as to which Mr. Thomas holds presently exercisable
options and 67 shares held indirectly for his account in the Cadmus ESOP
account under the Thrift Savings Plan.
(12) In addition to the executive officers named in the Summary Compensation
Table, the beneficial ownership shown for executive officers of Cadmus
reflects shares beneficially owned by David E. Bosher, Vice President and
Treasurer, and Edward B. Fernstrom, Vice President -- Information
Technologies.
40
<PAGE>
ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
See "Compensation Committee Interlocks and Insider Participation in
Compensation Decisions" presented in Item 11 of this report for information
relating to Mr. Robinson's relationship to the Company.
From time to time, Cadmus may purchase products from, or utilize services
of, other corporations of which a Cadmus director is a director, officer or
employee. Such transactions occur in the ordinary course of business and are not
deemed material.
41
<PAGE>
PART IV
ITEM 14. EXHIBITS, FINANCIAL STATEMENT SCHEDULES,
AND REPORTS ON FORM 8-K
(A) FINANCIAL STATEMENTS AND SCHEDULES
The financial statements presented in Item 8 of this report and the
financial statement schedules filed as part of this report are listed in the
Index to Financial Statements and Schedules on page 46 hereof.
(B) REPORTS ON FORM 8-K
No reports on Form 8-K were filed by the registrant during the last quarter
of the period covered by this report.
(C) EXHIBITS
The exhibits listed in the accompanying "Index of Exhibits" on pages 49 and
50 hereof are filed as a part of this report.
MANAGEMENT CONTRACTS OF COMPENSATORY PLANS AND ARRANGEMENTS
Set forth below are the management contracts or compensatory plans and
arrangements required to be filed as exhibits to this report pursuant to Item
14(c) hereof including their location:
Cadmus Executive Incentive Plan dated July 30, 1985 -- Form 10-K for the fiscal
year ended June 30, 1985, Exhibit 10.1.
Cadmus Supplemental Executive Retirement Plan, as restated effective July 1,
1992 -- Form 10-K for the fiscal year ended June 30, 1992, Exhibit 10.2 filed on
Form SE dated September 25, 1992.
Cadmus 1984 Stock Option Plan -- Form 10-K for the fiscal year ended June 30,
1985, Exhibit 10.3.
Byrd 1983 Stock Option Plan -- Registration Statement No. 2-90742, Exhibit 10.9.
Cadmus 1992 Non-Employee Director Stock Compensation Plan -- Form 10-K for the
fiscal year ended June 30, 1992, Exhibit 10.5 filed on Form SE dated September
25, 1992.
Cadmus 1990 Long-Term Incentive Stock Plan, as amended effective August 10,
1994 -- Form 10-K for the fiscal year ended June 30, 1994, Exhibit 10.6.
Cadmus Deferred Compensation Plan, effective July 1, 1995 -- Exhibit 10.7.
Cadmus Non-Qualified Thrift Plan, effective July 1, 1995 -- Exhibit 10.8.
Employee Retention Agreement dated as of September 1, 1991, between Cadmus
Communications Corporation and C. Stephenson Gillispie, Jr. -- Form 10-K for the
fiscal year ended June 30, 1991, Exhibit 10.9 filed on Form SE dated September
23, 1991.
Employee Retention Agreement dated as of September 1, 1991, between Cadmus
Communications Corporation and David E. Bosher -- Form 10-K for the fiscal year
ended June 30, 1991, Exhibit 10.10 filed on Form SE dated September 23, 1991.
Employee Retention Agreement dated as of May 1, 1992, between Cadmus
Communications Corporation and Bruce V. Thomas -- Form 10-K for the fiscal year
ended June 30, 1992, Exhibit 10.11 filed on Form SE dated September 25, 1992.
Employee Retention Agreement dated as of September 1, 1991, between Cadmus
Communications Corporation and John H. Phillips -- Form 10-K for the fiscal year
ended June 30, 1993, Exhibit 10.12.
Employee Retention Agreement dated as of September 21, 1993, between Cadmus
Communications Corporation and Michael Dinkins -- Form 10-K for the fiscal year
ended June 30, 1994, Exhibit 10.12.
Employee Retention Agreement dated as of August 1, 1994, between Cadmus
Communications and Gregory Moyer -- Exhibit 10.14.
Employee Retention Agreement dated as of April 12, 1995, between Cadmus
Communications Corporation and Edward B. Fernstrom -- Exhibit 10.15.
42
<PAGE>
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities
Exchange Act of 1934, the Registrant has duly caused this report to be signed on
its behalf by the undersigned, thereunto duly authorized, as of the 14th day of
September, 1995.
CADMUS COMMUNICATIONS CORPORATION
/s/ C. STEPHENSON GILLISPIE, JR.
C. STEPHENSON GILLISPIE, JR.
CHAIRMAN OF THE BOARD, PRESIDENT,
AND CHIEF EXECUTIVE OFFICER
Pursuant to the requirements of the Securities Exchange Act of 1934, this
report has been signed below by the following persons on behalf of the
Registrant and in the capacities indicated, as of the 14th day of September,
1995.
<TABLE>
<CAPTION>
SIGNATURE TITLE
<S> <C>
/s/ C. Stephenson Gillispie, Jr. Chairman of the Board, President, and Chief
Executive Officer (Principal Executive
C. STEPHENSON GILLISPIE, JR. Officer)
/s/ Michael Dinkins Vice President and Chief Financial Officer
(Principal Financial and Accounting Officer)
MICHAEL DINKINS
*/s/ Robert I. Dalton, Jr. Director
ROBERT I. DALTON, JR.
*/s/ Frank Daniels, III Director
FRANK DANIELS, III
*/s/ Lee P. Dudley Director
LEE P. DUDLEY
*/s/ Price H. Gwynn, III Director
PRICE H. GWYNN, III
*/s/ Jeanne M. Liedtka Director
JEANNE M. LIEDTKA
*/s/ Frank G. Louthan, Jr. Director
FRANK G. LOUTHAN, JR.
*/s/ John D. Munford, II Director
JOHN D. MUNFORD, II
*/s/ John C. Purnell, Jr. Director
JOHN C. PURNELL, JR.
</TABLE>
43
<PAGE>
<TABLE>
<S> <C>
*/s/ Russell M. Robinson, II Director
RUSSELL M. ROBINSON, II
*/s/ John W. Rosenblum Director
JOHN W. ROSENBLUM
*/s/ Wallace Stettinius Director
WALLACE STETTINIUS
*/s/ Bruce A. Walker Director
BRUCE A. WALKER
*By /s/ C. Stephenson Gillispie, Jr.
C. STEPHENSON GILLISPIE, JR.
*ATTORNEY-IN-FACT
</TABLE>
44
<PAGE>
INDEX TO FINANCIAL STATEMENTS AND SCHEDULES
The Consolidated Balance Sheets of Cadmus Communications Corporation and
Subsidiaries as of June 30, 1995 and 1994, and the related Consolidated
Statements of Income and Cash Flows for each of the three years in the period
ended June 30, 1995, including the notes thereto, are presented in Item 8 of
this report. The following additional financial data should be read in
conjunction with these consolidated financial statements.
Page
Reports of Independent Public Accountants 29
Report of Independent Public Accountants on Schedules
Financial Statement Schedules: *
VIII -- Valuation and Qualifying Accounts
* All other schedules have been omitted since the required information is
not present in amounts sufficient to require submission of the schedules,
or because the information required is included in the consolidated
financial statements, including the notes thereto.
<PAGE>
REPORT OF INDEPENDENT PUBLIC ACCOUNTANTS ON SCHEDULES
To the Shareholders and Board of Directors
Cadmus Communications Corporation:
We have audited in accordance with generally accepted auditing standards,
the 1995 financial statements of Cadmus Communications Corporation included in
this Form 10-K and have issued our report thereon dated August 1, 1995. Our
report on the financial statements includes an explanatory paragraph with
respect to the change in the method of accounting for postretirement benefits
and the change in the method of accounting for income taxes as discussed in
Notes 12 and 10 to the financial statements. Our audit was made for the purpose
of forming an opinion on the 1995 financial statements taken as a whole. The
schedule listed in the index under Item 14 is the responsibility of the
Company's management and is presented for purposes of complying with the
Securities and Exchange Commission's rules and is not a part of the basic
financial statements. This 1995 schedule has been subjected to the auditing
procedures applied in the audit of the basic financial statements and, in our
opinion, fairly states in all material respects the financial data required to
be set forth therein in relation to the basic financial statements taken as a
whole.
ARTHUR ANDERSEN LLP
Richmond, Virginia,
August 1, 1995
<PAGE>
SCHEDULE VIII
CADMUS COMMUNICATIONS CORPORATION
VALUATION AND QUALIFYING ACCOUNTS
(in thousands)
<TABLE>
<CAPTION>
RESERVES AND ALLOWANCES
DEDUCTED FROM ASSET CHARGED TO CHARGED TO
ACCOUNTS: ALLOWANCE BALANCE AT COST AND OTHER ACCOUNTS -- DEDUCTIONS -- BALANCE AT
FOR DOUBTFUL ACCOUNTS BEGINNING OF PERIOD OTHER EXPENSES DESCRIBE DESCRIBE(A) END OF PERIOD
<S> <C> <C> <C> <C> <C>
Years Ended:
June 30, 1993 $ 1,898 $275 $ 59(B) $ 320 $ 1,912
June 30, 1994 1,912 535 225(C) 1,158 1,514
June 30, 1995 1,514 860 55(D) 1,276 1,153
</TABLE>
(A) Uncollectible accounts charged off, net of recoveries.
(B) Allowance for doubtful accounts of Marblehead Communications, Inc. acquired
in December 1993.
(C) Adjustments resulting from acquisition of Waverly Press in November 1993.
(D) Allowance for doubtful accounts of Cadmus Interactive acquired in September
1994, and Ronald James Direct acquired in May 1995.
<PAGE>
INDEX OF EXHIBITS
<TABLE>
<S> <C>
3.1 Restated Articles of Incorporation of Cadmus Communications Corporation, as amended -- incorporated herein by reference
from Exhibit 3.1 of the Form 10-K for the fiscal year ended June 30, 1993.
3.2 Bylaws of Cadmus Communications Corporation, as amended -- incorporated herein by reference from Exhibit 3.2, of the
Form 10-Q for the fiscal quarter ended March 31, 1995.
4.1 Cadmus agrees to furnish to the Commission upon request any instrument with respect to long-term debt as to which the
total amount of securities authorized thereunder does not exceed 10% of Cadmus total consolidated assets.
4.2 Note Agreement dated as of June 15, 1988 providing for the issuance of Cadmus' $20,000,000 9.76% Senior Notes due June
30, 2000 -- incorporated herein by reference from Form SE dated September 27, 1988.
4.3 Note Purchase Agreement dated as of December 15, 1993 providing for the issuance of Cadmus' $40,000,000 6.74% Guaranteed
Senior Notes due 2003 -- incorporated by reference from Exhibit 4.3 of the Form 10-K for the fiscal year ended June 30,
1994.
10.1 Cadmus Executive Incentive Plan dated July 30, 1985 -- incorporated herein by reference from Exhibit 10.1 of the Form
10-K for the fiscal year ended June 30, 1985 (Commission File No. 0-12954).
10.2 Cadmus Supplemental Executive Retirement Plan, as restated effective July 1, 1992 -- incorporated herein by reference
from Exhibit 10.2 of the Form SE dated September 25, 1992.
10.3 Cadmus 1984 Stock Option Plan -- incorporated herein by reference from Exhibit 10.3 of the Form 10-K for the fiscal year
ended June 30, 1985 (Commission File No. 0-12954).
10.4 Byrd 1983 Stock Option Plan -- incorporated herein by reference from Exhibit 10.9 to the Registration Statement on Form
S-14 (Registration No. 2-90742).
10.5 Cadmus 1992 Non-Employee Director Stock Compensation Plan -- incorporated herein by reference from Exhibit 10.5 of the
Form SE dated September 25, 1992.
10.6 Cadmus 1990 Long-Term Stock Incentive Plan, as amended effective August 10, 1994 -- incorporated by reference from
Exhibit 10.6 of the Form 10-K for the fiscal year ended June 30, 1994.
10.7 Cadmus Deferred Compensation Plan, effective July 1, 1995 -- filed herewith.
10.8 Cadmus Non-Qualified Thrift Plan, effective July 1, 1995 -- filed herewith.
10.9 Employee Retention Agreement dated as of September 1, 1991, between Cadmus Communications Corporation and C. Stephenson
Gillispie, Jr. -- incorporated by reference from Exhibit 10.9 of the Form SE dated September 23, 1991.
10.10 Employee Retention Agreement dated as of September 1, 1991, between Cadmus Communications Corporation and David E.
Bosher -- incorporated herein by reference from Exhibit 10.10 of the Form SE dated September 23, 1991.
10.11 Employee Retention Agreement dated as of May 1, 1992, between Cadmus Communications Corporation and Bruce V.
Thomas -- incorporated herein by reference from Exhibit 10.11 of the Form SE dated September 25, 1992.
10.12 Employee Retention Agreement dated as of September 1, 1991 between Cadmus Communications Corporation and John H.
Phillips -- incorporated herein by reference from Exhibit 10.12 of the Form 10-K for the fiscal year ended June 30,
1993.
10.13 Employee Retention Agreement dated as of September 21, 1993, between Cadmus Communications Corporation and Michael
Dinkins -- incorporated by reference from Exhibit 10.12 of the Form 10-K for the fiscal year ended June 30, 1994.
</TABLE>
<PAGE>
<TABLE>
<S> <C>
10.14 Employee Retention Agreement dated as of August 1, 1994, between Cadmus Communications Corporation and Gregory
Moyer -- filed herewith.
10.15 Employee Retention Agreement dated as of April 12, 1995, between Cadmus Communications Corporation and Edward B.
Fernstrom -- filed herewith.
11. Statement Regarding Computation of Net Income Per Share -- filed herewith.
21. Subsidiaries of the Registrant -- filed herewith.
23.1 Consent of Arthur Andersen LLP -- filed herewith.
23.2 Consent of Coopers & Lybrand L.L.P. -- filed herewith.
24. Powers of Attorney -- filed herewith.
27. Financial Data Schedules -- filed herewith.
</TABLE>
EXHIBIT 10.7
CADMUS
DEFERRED COMPENSATION PLAN
[CADMUS LOGO]
<PAGE>
[CADMUS LOGO] A SUMMARY OF THE DEFERRED
COMPENSATION PROGRAM
WHY IT'S OFFERED: For a variety of reasons, you may wish to defer
payment on part or all of your incentive
compensation awards each year and have them
paid out to you at a later date. The Deferred
Compensation Program enables you to do that.
WHAT IT MEANS TO YOU: When you receive an incentive payment, you will
be able to have:
(bullet) the full payment made to you
(bullet) part of the payment made to you and part
deferred and invested as you direct
(bullet) the full payment deferred and invested
as you direct.
To defer part or all of your incentive payment,
you complete a form telling Cadmus how much of
the payment you'd like to defer. You may specify
a PERCENTAGE of the payment to be deferred, or
a FLAT DOLLAR AMOUNT to be deferred.
You also tell Cadmus how you would like your
deferred payments to be invested. As with the
Thrift Plan, there are six investment funds
available to you. You may split investments
among the funds in increments of 1%.
Finally, you tell Cadmus when you would like the
deferred incentive payment to be made to you.
All payments are made in lump sums. Payments
can be made while you are still actively
employed by Cadmus or at retirement. They will
automatically be made in full if you terminate
for reasons other than retirement or disability
under the provisions of our retirement plan.
EXAMPLE: You are 44 years of age and elect to
defer your payment for 20 years, so it will be
made when you plan to retire at age 64. If
you retire earlier (e.g. age 63) the payment
will be made to you at that time. If you retire
later, (e.g. age 65), the payment will still be
made to you in 20 years (at age 64) as you
elected.
WHAT YOU NEED TO DO: If you would like to defer part or all of an
incentive payment, you complete three forms--
the Deferred Compensation Election Form, the
Deferred Compensation Investment Direction
Form-Initial Participation, and the Deferred
Compensation Beneficiary Designation Form.
<PAGE>
[CADMUS LOGO] DEFERRED COMPENSATION PROGRAM
INVESTMENT DIRECTION FORM
INITIAL PARTICIPATION
Your Name:
Your Social Security Number:
Date of Initial Participation:
This form is to be used when you are beginning participation in the Cadmus
Deferred Compensation Plan. Use this form to indicate how you would like to
invest your initial contributions to the plan. Money in your account will be
invested in the regulated investment companies and/or collective trust funds
named below and sponsored by T. Rowe Price Associates, Inc. or its affiliates.
If you do not indicate how your contributions should be invested, they will
automatically be invested in the Balanced Fund.
Investment choices you make when beginning participation in the plan will take
effect on the effective date of your plan participation.
Remember that choices you make here are continuing ones and will apply to future
contributions unless you make a new "contribution" investment direction.
Indicate below how you would like your initial and future contributions to
be invested. You must allocate among investment funds in 1% increments, and your
allocations must add up to exactly 100%.
Fund 1 - Stable Value Fund %
Fund 2 - Balanced Fund %
Fund 3 - Equity Index Fund %
Fund 4 - Growth Stock Fund %
Fund 5 - International Stock Fund %
Fund 6 - Small Cap Value Fund %
100%
Your Signature Date
[For Administrative Purposes Only. Do not complete.]
Date Received: For Plan Administrator:
Please make a copy of this form for your records and return original to
Greg Moyer in the Brookfield office.
<PAGE>
[CADMUS LOGO] DEFERRED COMPENSATION PROGRAM
DEFERRED COMPENSATION
ELECTION FORM
Your Name:
Your Social Security Number:
Current Plan Year, Beginning
I elect to participate in the Cadmus Deferred Compensation Program in the
Current Plan Year indicated above. I understanding that the election deadline
for the Current Plan Year is the 30th of June, 1995 and will be the 15th day
of December thereafter. I recognize that my election cannot be changed by me
once the election filing deadline has passed. I have received a summary of
the plan and understand that my participation and election are subject to
the terms and conditions of the plan (a copy of which is available on
request).
DEFERRED COMPENSATION ELECTION FOR THE CURRENT PLAN YEAR
I elect to contribute as a Deferral Contribution for this year (fill in
percentage--multiple of 10%--and/or flat dollar amount):
this percentage % OR this flat-dollar amount $ ,
of my incentive payment.
DISTRIBUTION ELECTION
Subject to the payment provisions of the plan (including my right to request
a hardship withdrawal), I elect that the balance in my plan account
attributable to my deferral for the Current Plan Year be paid to me after it
has been in the plan years. I understand it will be paid to me before
this time if I leave Cadmus for any reason, including termination, disability,
or retirement.
I understand that, if I die before the selected payment time, the balance in
my account that is attributable to my deferral for the Current Plan Year will
be paid to my designated beneficiary(ies) in the first month of the calendar
quarter immediately following my death. I understand that all payments will
be in the form of a lump sum.
Your Signature Date
[For Administrative Purposes Only. Do not complete.]
Date Received: For Plan Administrator:
Please make a copy of this form for your records and return original to
Greg Moyer in the Brookfield office.
<PAGE>
[CADMUS LOGO] DEFERRED COMPENSATION PROGRAM
BENEFICIARY DESIGNATION FORM
Your Name:
Your Social Security Number:
Your Marital Status: [_] Not Married
[_] Married(arrow)Spouse's Name:
Spouse's Social Security#:
As a participant in the Cadmus Deferred Compensation Plan, I hereby
designate the person(s) or entity(ies) named below as Beneficiary of my
plan benefit upon my death. I reserve the right to change this designation.
This designation supersedes any prior designation I previously made under the
plan.
PRIMARY BENEFICIARY DESIGNATION
I hereby designate the following person(s) or entity(ies) as my primary
Beneficiary for payment of my plan benefit upon my death:
Name, Relationship & Address Soc Sec Number % of Plan Benefit
1.
2.
3.
CONTINGENT BENEFICIARY DESIGNATION
I hereby designate the following person(s) or entity(ies) as my contingent
Beneficiary, to whom payment of my plan benefit will be made if no person
or entity designated as my primary Beneficiary survives me or if all primary
Beneficiaries die or cease to exist before my full plan benefit is paid:
Name, Relationship & Address Soc Sec Number % of Plan Benefit
1.
2.
3.
ELECTION OF AUTOMATIC BENEFICIARY
I hereby elect to have my remaining plan benefit at my death paid in
accordance with the plan's automatic Beneficiary selection order.
(Check only if automatic Beneficiary selected.)
Your Signature Date
Please make a copy of this form for your records and return original to
Greg Moyer in the Brookfield office.
<PAGE>
INSTRUCTIONS FOR AND EXPLANATION OF DESIGNATION OF BENEFICIARY
1. This form is only effective when filed with the Plan Administrator.
2. If more than one person or entity is designated as primary Beneficiary, the
plan benefit will be paid in equal shares to the designated entities or
persons who survive you, unless you specify otherwise in the percentage
of plan benefit column. If you complete the percentage of plan benefit column
and a person you designate as primary Beneficiary does not survive you,
that person's share of the plan benefit will be paid to the other persons
and entities you designate as primary Beneficiary, if surviving, in
proportion to the percentages of plan benefit you specify for them.
3. If more than one person or entity is designated as contingent Beneficiary,
the plan benefit will then be paid in equal shares to the designated entities
or persons who survive you, unless you specify otherwise in the percentage
of plan benefit column. If you complete the percentage of plan benefit
column and a person you designate as primary Beneficiary does not survive
you, that person's share of the plan benefit will be paid to the other
persons and entities you designate as contingent Beneficiary, if surviving,
in proportion to the percentages of plan benefit you specify for them.
4. If you do not wish to select your Beneficiary, the plan will automatically
pay your benefit to your surviving spouse. If your spouse does not survive
you or if you are not married, then the benefit will go to your descendants,
if any, per stirpes. If there are no descendants living at your death, the
benefit will go to your estate. A per stirpes distribution means a division
in equal shares among the members of the first generation of your
descendants in which there is a living member at your death. The division
will be made in equal shares among each of the living members of that
generation and each of the deceased member(s) of that generation with
descendants alive at your death. The share of any deceased member will be
paid to his/her descendants, per stirpes, in like manner.
5. If you designate a Beneficiary other than your spouse and the Plan
Administrator cannot find your designated Beneficiary after your death
after looking for one year, that Beneficiary's designation will not be
given effect.
6. If you designate a Beneficiary and that Beneficiary dies before you do, that
Beneficiary's designation will not be given effect.
7. If your designated Beneficiary survives you but dies before the death benefit
has been fully paid to that Beneficiary, the remaining benefit will be paid
to that Beneficiary's estate unless you have named multiple, successor
or contingent Beneficiaries. If you name multiple Beneficiaries, unless
you designate otherwise, at any death of a named multiple Beneficiary,
the surviving multiple Beneficiaries will share equally any remaining
benefits.
<PAGE>
[CADMUS LOGO] DEFERRED COMPENSATION PROGRAM
INVESTMENT DIRECTION
CHANGE FORM
Your Name:
Your Social Security Number:
Investment Direction Date:
This form is to be used to change investment directions for future contributions
and/or existing account balances in the Cadmus Deferred Compensation Plan.
Money in your account will be invested in the regulated investment companies
and/or collective trust funds named below and sponsored by T. Rowe Price
Associates, Inc. or its affiliates.
Investment choices you make here will take effect on the first day of the
next calendar quarter (i.e. January 1st, April 1st, July 1st or October 1st),
provided this form is completed and returned by the 15th of December, March,
June or September respectively. A "contribution" investment direction, an
"account balance" investment direction, or both may be made with this form.
Remember that "contribution" investment choices you make here are continuing
ones and will apply to future contributions unless you make a new
"contribution" investment direction. The "account balance" investment direction
will apply to your entire plan account at the time the direction takes effect,
and no additional transfers among funds will be made until you submit a form
indicating your desire for a change in how your account balance is invested.
Indicate below how you would like future contributions and your current
account balance invested. You must allocate among funds in 1% increments, and
allocations must add to 100%.
FUTURE CONTRIBUTIONS CURRENT ACCOUNT BALANCE
(This applies only to my future (This aplies only to my current
contributions made after the investment account balance at the
direction date and is an election that investment direction date.)
continues in force until changed.)
Fund 1 - Stable Value Fund % Fund 1 - Stable Value Fund %
Fund 2 - Balanced Fund % Fund 2 - Balanced Fund %
Fund 3 - Equity Index Fund % Fund 3 - Equity Index Fund %
Fund 4 - Growth Stock Fund % Fund 4 - Growth Stock Fund %
Fund 5 - International Stock Fund % Fund 5 - International Stock Fund %
Fund 6 - Small Cap Value Fund % Fund 6 - Small Cap Value Fund %
100% 100%
Your Signature Date
[For Administrative Purposes Only. Do not complete.]
Date Received: For Plan Administrator:
Please make a copy of this form for your records and return original to
Greg Moyer in the Brookfield office.
<PAGE>
CADMUS DEFERRED COMPENSATION PLAN
(As Adopted Effective July 1, 1995)
<PAGE>
TABLE OF CONTENTS
PAGE
ARTICLE I
DEFINITION OF TERMS
1.1 Accrued Benefit........................................ 1
1.2 Act.................................................... 1
1.3 Active Participant..................................... 1
1.4 Administrator.......................................... 1
1.5 Affiliate.............................................. 1
1.6 Beneficiary............................................ 1
1.7 Board.................................................. 1
1.8 Code................................................... 1
1.9 Compensation........................................... 1
1.10 Deferral Account....................................... 2
1.11 Deferral Contributions................................. 2
1.12 Effective Date......................................... 2
1.13 Eligible Employee...................................... 2
1.14 Employee............................................... 2
1.15 Employer............................................... 2
1.16 Fund................................................... 2
1.17 Inactive Participant................................... 2
1.18 Participant............................................ 2
1.19 Plan................................................... 2
1.20 Plan Sponsor........................................... 2
1.21 Plan Year.............................................. 2
1.22 Trust Agreement........................................ 2
1.23 Trustee................................................ 2
1.24 Valuation Date......................................... 3
1.25 Valuation Period....................................... 3
ARTICLE II
ELIGIBILITY AND PARTICIPATION
2.1 Eligibility............................................ 3
2.2 Annual Election Required for Annual
Active Participation................................. 3
2.3 Commencement of Active Participation................... 3
2.4 Termination of Active Participation.................... 3
2.5 Length of Participation................................ 3
ARTICLE III
DEFERRAL ACCOUNT, CONTRIBUTIONS AND ADJUSTMENTS
3.1 Deferral Account....................................... 3
3.2 Deferral Contributions................................. 4
3.3 Subtractions from Deferral Account..................... 4
3.4 Crediting of Deemed Earnings or Loss
to Deferral Accounts................................. 4
3.5 Equitable Adjustment in Case of Error or Omission...... 5
3.6 Statement of Deferral Account Balance.................. 5
ARTICLE IV
VESTING
4.1 Vesting in Accrued Benefit............................. 5
ARTICLE V
DEATH BENEFIT
5.1 Death after Benefit Commencement....................... 5
5.2 Death before Benefit Commencement...................... 5
5.3 Beneficiary Designation................................ 5
ARTICLE VI
PAYMENT OF BENEFITS
6.1 Time and Form of Payment............................... 6
6.2 Benefit Determination and Payment Procedure............ 6
6.3 Payments to Minors and Incompetents.................... 7
6.4 Distribution of Benefit When Distributee
Cannot Be Located.................................... 7
6.5 Claims Procedure....................................... 7
ARTICLE VII
WITHDRAWALS
7.1 Hardship Withdrawals................................... 8
7.2 No Other Withdrawals Permitted......................... 9
ARTICLE VIII
FUNDING
8.1 Funding................................................ 9
8.2 Use of Trust........................................... 9
8.3 Fund Divisions......................................... 10
8.4 Participant Investment Directions...................... 10
ARTICLE IX
FIDUCIARIES
9.1 Fiduciaries and Duties and Responsibilities............ 11
9.2 Limitation of Duties and Responsibilities
of Fiduciaries....................................... 11
9.3 Service by Fiduciaries in More Than One Capacity....... 11
9.4 Allocation or Delegation of Duties and
Responsibilities by Fiduciaries...................... 11
9.5 Assistance and Consultation............................ 11
9.6 Compensation and Expenses.............................. 11
9.7 Indemnification........................................ 12
ARTICLE X
PLAN ADMINISTRATOR
10.1 Appointment of Plan Administrator...................... 12
10.2 Plan Sponsor as Plan Administrator..................... 12
10.3 Procedure if a Committee............................... 12
10.4 Action by Majority Vote if a Committee................. 12
10.5 Appointment of Successors.............................. 12
10.6 Duties and Responsibilities of Plan Administrator...... 12
10.7 Power and Authority.................................... 13
10.8 Availability of Records................................ 13
10.9 No Action with Respect to Own Benefit.................. 13
ARTICLE XI
AMENDMENT AND TERMINATION OF PLAN
11.1 Amendment or Termination of the Plan................... 13
11.2 Effect of Employer Merger, Consolidation
or Liquidation....................................... 13
ARTICLE XII
MISCELLANEOUS
12.1 Headings............................................... 14
12.2 Gender and Number...................................... 14
12.3 Governing Law.......................................... 14
12.4 Employment Rights...................................... 14
12.5 Conclusiveness of Employer Records..................... 14
12.6 Right to Require Information and Reliance Thereon...... 14
12.7 Alienation and Assignment.............................. 14
12.8 Notices and Elections.................................. 14
12.9 Delegation of Authority................................ 15
12.10 Service of Process..................................... 15
12.11 Construction........................................... 15
ARTICLE XIII
ADOPTION BY ADDITIONAL EMPLOYERS
13.1 Adoption by Additional Employers....................... 15
13.2 Termination Events with Respect to Employers
Other Than the Plan Sponsor.......................... 15
Appendix A - List of Available Investment Funds
THIS PLAN is adopted as of July 1, 1995 by Cadmus Communications
Corporation, a Virginia corporation (the "Plan Sponsor"), for itself and for
other participating employers who may participate in the Plan as provided herein
(collectively or individually hereinafter called the "Employer");
WITNESSETH:
WHEREAS, the Employer deems it appropriate to provide for the deferral of
compensation by certain of its key management and highly compensated employees
pursuant to the terms of the Plan in consideration for each such person's future
services;
NOW, THEREFORE, this Plan provides as follows:
ARTICLE I
DEFINITION OF TERMS
The following words and terms as used in this Plan shall have the meaning
set forth below, unless a different meaning is clearly required by the context:
1.1 "ACCRUED BENEFIT": The balance in a Participant's Deferral
Account, as adjusted pursuant to the provisions of the Plan.
1.2 "ACT": The Employee Retirement Income Security Act of 1974, as the
same may be amended from time to time, or the corresponding section of any
subsequent legislation which replaces it, and, to the extent not inconsistent
therewith, the regulations issued thereunder.
1.3 "ACTIVE PARTICIPANT": A Participant who is an Eligible Employee
with an election in force to make Deferral Contributions to the Plan at the time
in question.
1.4 "ADMINISTRATOR": The Plan Administrator provided for in ARTICLE X
hereof.
1.5 "AFFILIATE": Any subsidiary, parent, affiliate or other business
entity related to the Plan Sponsor by at least eighty percent (80%) ownership
(as determined by the Plan Sponsor).
1.6 "BENEFICIARY": The person or persons designated by a Participant
or otherwise entitled pursuant to paragraph 5.3 to receive benefits under the
Plan attributable to the Participant after the death of the Participant.
1.7 "BOARD": The present and any succeeding Board of Directors of the
Plan Sponsor, unless such term is used with respect to a particular Employer and
its Employees, in which event it shall mean the present and any succeeding Board
of Directors of that Employer. Any Executive Committee or other committee of
the Board may act on the Board's behalf in any matter pertaining to the Plan
where such committee is duly empowered to do so.
1.8 "CODE": The Internal Revenue Code of 1986, as the same may be
amended from time to time, or the corresponding section of any subsequent
Internal Revenue Code, and, to the extent not inconsistent therewith,
regulations issued thereunder.
1.9 "COMPENSATION": A Participant's incentive pay under the Plan
Sponsor's executive compensation plan paid or payable with respect to a Plan
Year for personal services rendered to the Employer as an Eligible Employee,
including that portion of such compensation which is electively deferred under
or contributed to this Plan or any other plan, whether a deferred compensation
or cafeteria plan, of the Employer for such Plan Year, but excluding any such
compensation deferred or contributed from a prior period, expense reimbursement
and allowances, stock option or stock right income and benefits not normally
paid in cash to the Participant.
1.10 "DEFERRAL ACCOUNT": The bookkeeping account of a Participant
attributable to his Deferral Contributions, and any deemed earnings thereon,
under the Plan. Separate subdivisions of each Participant's Deferral Account
shall be maintained to reflect each Plan Year's Deferral Contributions.
1.11 "DEFERRAL CONTRIBUTIONS": The amount of Compensation deferred by a
Participant pursuant to his election under the Plan.
1.12 "EFFECTIVE DATE": July 1, 1995.
1.13 "ELIGIBLE EMPLOYEE": An Employee who is covered by the Plan
Sponsor's executive compensation plan, unless designated as ineligible for
active participation by the Plan Sponsor. The Plan Sponsor in its discretion
may from time to time exclude one or more Employees from active participation in
the Plan by name or job description or may set pay level or other additional
criteria for eligibility for active participation in the Plan.
1.14 "EMPLOYEE": An individual who is employed in the service of the
Employer as a common law employee.
1.15 "EMPLOYER":
1.15(a) With respect to determining active participation in the Plan,
Eligible Employees and Compensation, the Plan Sponsor and each Affiliate with
one or more employees covered by the Plan Sponsor's executive compensation plan.
1.15(b) Employment with an Affiliate shall be considered employment with
the Employer for all purposes of the Plan other than determining active
participation in the Plan, Eligible Employees and Compensation.
1.16 "FUND":
1.16(a) If a trust fund is established and maintained for the Plan pursuant
to a Trust Agreement, that trust fund, which shall consist of the Fund divisions
described in paragraph 8.3 and Appendix A to the Plan.
1.16(b) If a trust fund is not established and maintained for the Plan
pursuant to a Trust Agreement, that separate account maintained by the Plan
Sponsor to hold and invest contributions to the Plan, which shall consist of the
Fund divisions described in paragraph 8.3 and Appendix A to the Plan.
1.17 "INACTIVE PARTICIPANT": A Participant who is not an Active
Participant.
1.18 "PARTICIPANT": An Eligible Employee who elects to participate in
the Plan, for so long as he is considered a Participant, as provided in ARTICLE
II hereof.
1.19 "PLAN": This document as contained herein or duly amended. The
plan maintained pursuant hereto shall be known as the "Cadmus Deferred
Compensation Plan".
1.20 "PLAN SPONSOR": Cadmus Communications Corporation, a Virginia
corporation, or any successor thereto.
1.21 "PLAN YEAR": The year commencing on the first day of July of each
year.
1.22 "TRUST AGREEMENT": The agreement, if any, by and between the Plan
Sponsor and the Trustee under which the Fund, if any, is maintained. No such
agreement has been entered into as of the Effective Date of the Plan.
1.23 "TRUSTEE": The person(s) serving from time to time as trustee of
the Fund pursuant to any trust Agreement.
1.24 "VALUATION DATE": The last day of each calendar quarter of the
Plan Year and such other dates as the Administrator may designate.
1.25 "VALUATION PERIOD": The period from one Valuation Date to and
including the next following Valuation Date.
ARTICLE II
ELIGIBILITY AND PARTICIPATION
2.1 ELIGIBILITY. Each Eligible Employee shall be eligible to
participate in the Plan by becoming an Active Participant.
2.2 ANNUAL ELECTION REQUIRED FOR ANNUAL ACTIVE PARTICIPATION. Active
participation in the Plan is available and must be elected on a Plan Year by
Plan Year basis. An Eligible Employee may elect to become an Active Participant
for a Plan Year by executing a "Deferred Compensation Election" for that Plan
Year and timely filing it with the Administrator at such time as the
Administrator may require by the 15th day of the sixth month of the Plan Year
or, in the case of his commencement of eligibility to participate as provided in
clause (ii) of paragraph 2.3, within thirty (30) days after he is first eligible
to become an Active Participant for the Plan Year.
2.3 COMMENCEMENT OF ACTIVE PARTICIPATION. An Eligible Employee shall
become an Active Participant for a Plan Year as of the following applicable time
for which he timely files a Deferred Compensation Election:
(i) As of the first day of the Plan Year, or
(ii) In the case of his first becoming eligible for the Plan Year as
of a date after the 15th day of the fifth month of the Plan Year, as of the
date he becomes an Eligible Employee.
2.4 TERMINATION OF ACTIVE PARTICIPATION. A Participant who is an
Active Participant for a Plan Year shall cease to be an Active Participant for
the Plan Year if and when he ceases to be an Eligible Employee during the Plan
Year, in which case he may not again become an Active Participant until a
subsequent Plan Year. A leave of absence (whether paid or unpaid) shall not be
considered cessation of status as an Eligible Employee for this purpose.
2.5 LENGTH OF PARTICIPATION. An Eligible Employee who becomes a
Participant shall be or remain a Participant for so long as he is an Eligible
Employee with a Deferral Contribution Election in effect or is entitled to
future benefits under the terms of the Plan.
ARTICLE III
DEFERRAL ACCOUNT, CONTRIBUTIONS AND ADJUSTMENTS
3.1 DEFERRAL ACCOUNT.
3.1(a) The Employer shall establish and maintain on its books a Deferral
Account, and appropriate subdivisions thereof, for each Participant to reflect
the Participant's Accrued Benefit under the Plan.
3.1(b) The balance in the Deferral Account of a Participant shall consist
of his Deferral Contributions credited to him under paragraph 3.2, subtractions
pursuant to paragraph 3.3 and deemed earnings or loss thereon determined
pursuant to paragraph 3.4.
3.2 DEFERRAL CONTRIBUTIONS.
3.2(a) An Active Participant shall elect to make Deferral Contributions
with respect to each Plan Year in that amount or percentage of his Compensation
equal to all or that portion of his Compensation as is permitted to be
contributed and as is specified by him in his Deferred Compensation Election.
Deferral Contributions shall be based only on Compensation earned and payable
for periods the Deferred Compensation Election is in effect.
3.2(b) A Participant shall have no unilateral right to change or terminate
his election to make Deferral Contributions during a Plan Year once the election
filing deadline has passed.
3.2(c) Each Deferral Contribution is intended to be an elective salary
reduction contribution which shall be withheld from a Participant's Compensation
otherwise payable to him for a Plan Year.
3.2(d) Deferral Contributions made by a Participant for a Valuation Period
shall be credited to his Deferral Account as of the date the Compensation from
which such contributions are deducted would otherwise have been paid to him.
Notwithstanding the foregoing, if the Participant does not have other
compensation from which any taxes required to be withheld with respect to his
Deferral Contributions can be withheld or the Participant does not make other
arrangements satisfactory to the Administrator for payment of the same, the
amount of the Participant's Deferral Contributions credited to his Deferral
Account under the Plan shall be reduced by any taxes required to be withheld
therefrom and not otherwise provided for.
3.3 SUBTRACTIONS FROM DEFERRAL ACCOUNT. All distributions (including
any withheld income or other taxes) shall be subtracted from a Participant's
Deferral Account and the applicable subdivision thereof when made.
3.4 CREDITING OF DEEMED EARNINGS OR LOSS TO DEFERRAL ACCOUNTS.
3.4(a) As of each Valuation Date, there shall be credited to each
Participant's Deferral Account an amount representing deemed earnings or loss on
the "valuation balance" of such account for the Valuation Period. A
Participant's "valuation balance" is the total of the balance in the account as
of the beginning of the Valuation Period, plus that portion, if any, of his
Deferral Contributions for the Valuation Period (as determined by the
Administrator in its discretion to approximate the portion of the Valuation
Period during which such contributions were held in the Fund during the
Valuation Period), less distributions from his account during the Valuation
Period.
3.4(b) Such deemed earnings or loss shall be determined as follows:
(i) For Valuation Periods during which the Fund is maintained and
Plan benefits may be paid therefrom because the Plan Sponsor or any other
Employer is not insolvent, such earnings or loss shall be based on the net
investment rate of return or loss of the Fund division(s) in which the
Participant's Accrued Benefit under the Plan is considered invested for the
Valuation Period, determined separately for each Fund division and the
portion of the Participant's Accrued Benefit considered invested in each
such Fund division, based on the Participant's applicable or deemed
investment directions pursuant to paragraph 8.4. The net investment rate
of return or loss means earnings or loss (including valuation changes) for
the Valuation Period of the Fund compared to the aggregate valuation
balances sharing in those earnings or loss.
(ii) For Valuation Periods during which the Fund is not maintained
or Plan benefits may not be paid therefrom because the Plan Sponsor or any
other Employer is insolvent, such earnings or loss shall be based on an
annual rate determined for each Plan Year and equal to the prime rate of
interest published in The Wall Street Journal in effect on the first day of
the Plan Year containing the period in question. If such rate is not
published for any Plan Year, the Administrator shall determine the annual
rate for such Plan Year with reference to the average prime lending rate of
NationsBank of North Carolina, N.A. or its successor, determined at the end
of each Valuation Period, less one percent.
3.5 EQUITABLE ADJUSTMENT IN CASE OF ERROR OR OMISSION. Where an error
or omission is discovered in the account of a Participant, the Administrator
shall be authorized to make such equitable adjustment as it deems appropriate.
3.6 STATEMENT OF DEFERRAL ACCOUNT BALANCE. Within ninety (90) days
after the end of each Plan Year and at the date a Participant's Accrued Benefit
becomes payable under the Plan, the Administrator shall provide to each
Participant (or, if deceased, to his Beneficiary) a statement of the balance as
of such date of his Accrued Benefit.
ARTICLE IV
VESTING
4.1 VESTING IN ACCRUED BENEFIT. A Participant's Accrued Benefit shall
be fully vested and non-forfeitable at all times.
ARTICLE V
DEATH BENEFIT
5.1 DEATH AFTER BENEFIT COMMENCEMENT. If a Participant dies after his
Accrued Benefit has begun to be paid to him, the benefits payable under the Plan
after his death shall be the remainder of his Accrued Benefit, if any, payable
as provided under the form of payment being made to him at his death. Such
benefits shall be paid to his Beneficiary.
5.2 DEATH BEFORE BENEFIT COMMENCEMENT. If a Participant dies before
his Accrued Benefit has begun to be paid to him, his Accrued Benefit under the
Plan shall be paid to his Beneficiary at the time and in the manner described in
ARTICLE VI.
5.3 BENEFICIARY DESIGNATION.
5.3(a) Each Participant shall have the right to notify the Administrator
in writing of any designation of a Beneficiary to receive, if alive, benefits
under the Plan in the event of his death. Such designation may be changed from
time to time by notice in writing to the Administrator.
5.3(b) If a Participant dies without having designated a Beneficiary, or
if the Beneficiary so designated has predeceased the Participant or, except when
his Beneficiary is his spouse, cannot be located by the Administrator within one
year after the date when the Administrator commenced making a reasonable effort
to locate such Beneficiary, then his surviving spouse, or if none, then his
descendants, per stirpes, or if none, then the executor or the administrator of
his estate shall be deemed to be his Beneficiary.
5.3(c) Any Beneficiary designation may include multiple, contingent or
successive Beneficiaries and may specify the proportionate distribution to each
Beneficiary. If a Beneficiary shall survive the Participant, but shall die
before the entire benefit payable to such Beneficiary has been distributed, then
absent any other provision by the Participant, the unpaid amount of such benefit
shall be distributed to the estate of the deceased Beneficiary. If multiple
Beneficiaries are designated, absent provisions by the Participant, those named
or the survivors of them shall share equally any benefits payable under the
Plan. Any Beneficiary, including the Participant's spouse, shall be entitled to
disclaim any benefit otherwise payable to him under the Plan.
ARTICLE VII
PAYMENT OF BENEFITS
6.1 TIME AND FORM OF PAYMENT.
6.1(a) The portion of a Participant's Accrued Benefit attributable to his
Deferral Contributions for a Plan Year shall be payable to the Participant at
the time and in the manner elected by the Participant or otherwise provided in
his Deferred Compensation Election for such Plan Year or herein. The available
time and form of payment options are as follows:
(i) Time of Payment - The Participant shall have the following
election choices:
(A) In the first month of the calendar quarter following the
calendar quarter of the earlier of the Participant's retirement,
disability or other cessation of employment with the Employer.
(B) In a specified month and year, which generally must provide
for deferral for the lesser of two (2) years or until age sixty-five
(65) and must be the first month of a calendar quarter, whether or
not the Participant has ceased to be employed by the Employer.
(C) At the later of (A) or (B).
(D) At the earlier of (A) or (B).
Notwithstanding the foregoing, if the Participant ceases to be an Employee
on account of his voluntary resignation or his termination by the Employer
and the Participant is neither considered to retire on a "Retirement Date"
nor to be "Disabled" for purposes of the Cadmus Pension Plan (as those
terms are defined for purposes of the Cadmus Pension Plan, as amended from
time to time, which plan is a defined benefit plan maintained by the Plan
Sponsor and qualified under Section 401 of the Code), payment of the
Participant's entire Accrued Benefit shall be made in the first month of
the calendar quarter following the calendar quarter in which the
Participant's cessation of employment with the Employer occurs.
(ii) Form of Payment - The only form of payment available is a lump
sum payment. Under this form of payment, the term "lump sum payment"
generally means a single payment of the entire or, as applicable, the
designated portion of the Accrued Benefit. In the event an Accrued Benefit
is to be paid in a lump sum payment and the amount thereof has not been
determined, the Administrator is authorized to make one or more interim
payments prior to the time the amount of such lump sum payment is finally
determined.
6.1(b) If the Participant is deceased, payment of the Participant's entire
Accrued Benefit shall be made to his Beneficiary in a lump sum payment (as
defined in clause (ii) of subparagraph 6.1(a)) in the first month of the
calendar quarter following the calendar quarter of the Participant's death.
6.1(c) Notwithstanding the time and form of benefit payment provisions of
subparagraph 6.1(a), in the sole discretion of the Administrator, a
Participant's Accrued Benefit may be cashed-out in a lump sum payment (as
defined in clause (ii) of subparagraph 6.1(a)) in the first month of the
calendar quarter following the calendar quarter in which the Participant ceases
to be employed by the Employer if, at the time of cessation of employment, the
Participant's Accrued Benefit is not over $10,000.
6.2 BENEFIT DETERMINATION AND PAYMENT PROCEDURE.
6.2(a) The Administrator shall make all determinations concerning
eligibility for benefits under the Plan, the time or terms of payment, and the
form or manner of payment to the Participant or, in the event of the death of
the Participant, the Participant's Beneficiary. The Administrator shall
promptly notify the Employer and, where payments are to be made by the Trustee
from the Fund, the Trustee of each such determination that benefit payments are
due and provide to the Employer and, where applicable, the Trustee all other
information necessary to allow the Employer or the Trustee, as the case may be,
to carry out said determination, whereupon the Employer or the Trustee, as the
case may be, shall pay such benefits in accordance with the Administrator's
determination.
6.2(b) Benefit payments shall normally be made from the Fund to such
payee(s), in such amounts, at such times and in such manner as the Administrator
shall from time to time direct; provided, however, that the Employer may advance
any payment due subject to a right of reimbursement from the Fund. The payor
may reserve such reasonable amount as it shall deem necessary, based upon
information provided by the Administrator upon which the payor may rely, to pay
any income or other taxes attributable to the payment or required to be withheld
from the payment. If any payment is returned unclaimed, the payor shall notify
the Administrator and shall dispose of the payment as the Administrator shall
direct.
6.2(c) Benefit payments normally shall be made in cash. However, the
benefit payee and the Administrator may mutually agree to make in-kind
distributions of assets held in the Fund.
6.3 PAYMENTS TO MINORS AND INCOMPETENTS. If a Participant or
Beneficiary entitled to receive any benefits hereunder is a minor or is adjudged
to be legally incapable of giving valid receipt and discharge for such benefits,
or is deemed so by the Administrator, benefits will be paid to such person as
the Administrator may designate for the benefit of such Participant or
Beneficiary. Such payments shall be considered a payment to such Participant or
Beneficiary and shall, to the extent made, be deemed a complete discharge of any
liability for such payments under the Plan.
6.4 DISTRIBUTION OF BENEFIT WHEN DISTRIBUTEE CANNOT BE LOCATED. The
Administrator shall make all reasonable attempts to determine the identity
and/or whereabouts of a Participant or a Participant's spouse entitled to
benefits under the Plan, including the mailing by certified mail of a notice to
the last known address shown on the Employer's or the Administrator's records.
If the Administrator is unable to locate such a person entitled to benefits
hereunder, or if there has been no claim made for such benefits, the benefit due
such person shall continue to be held under the Plan, subject to any applicable
statute of escheats.
6.5 CLAIMS PROCEDURE.
6.5(a) A Participant or Beneficiary (the "claimant") shall have the right
to request any benefit under the Plan by filing a written claim for any such
benefit with the Administrator on a form provided by the Administrator for such
purpose. The Administrator shall give such claim due consideration and shall
either approve or deny it in whole or in part. Within ninety (90) days
following receipt of such claim by the Administrator, notice of any approval or
denial thereof, in whole or in part, shall be delivered to the claimant or his
duly authorized representative or such notice of denial shall be sent by mail to
the claimant or his duly authorized representative at the address shown on the
claim form or such individual's last known address. The aforesaid ninety (90)
day response period may be extended to one hundred eighty (180) days after
receipt of the claimant's claim if special circumstances exist and if written
notice of the extension to one hundred eighty (180) days indicating the special
circumstances involved and the date by which a decision is expected to be made
is furnished to the claimant within ninety (90) days after receipt of the
claimant's claim. Any notice of denial shall be written in a manner calculated
to be understood by the claimant and shall:
(i) Set forth a specific reason or reasons for the denial,
(ii) Make specific reference to the pertinent provisions of the Plan
on which any denial of benefits is based,
(iii) Describe any additional material or information necessary for
the claimant to perfect the claim and explain why such material or
information is necessary, and
(iv) Explain the claim review procedure of subparagraph 6.5(b).
If a notice of approval or denial is not provided to the claimant within the
applicable ninety (90) day or one hundred eighty (180) day period, the
claimant's claim shall be considered denied for purposes of the claim review
procedure of subparagraph 6.5(b).
6.5(b) A Participant or Beneficiary whose claim filed pursuant to
subparagraph 6.5(a) has been denied, in whole or in part, may, within sixty (60)
days following receipt of notice of such denial, or following the expiration of
the applicable period provided for in subparagraph 6.5(a) for notifying the
claimant of the decision on the claim if no notice of denial is provided, make
written application to the Administrator for a review of such claim, which
application shall be filed with the Administrator. For purposes of such review,
the claimant or his duly authorized representative may review Plan documents
pertinent to such claim and may submit to the Administrator written issues and
comments respecting such claim. The Administrator may schedule and hold a
hearing. The Administrator shall make a full and fair review of any denial of a
claim for benefits and issue its decision thereon promptly, but no later than
sixty (60) days after receipt by the Administrator of the claimant's request for
review, or one hundred twenty (120) days after such receipt if a hearing is to
be held or if other special circumstances exist and if written notice of the
extension to one hundred twenty (120) days is furnished to the claimant within
sixty (60) days after the receipt of the claimant's request for a review. Such
decision shall be in writing, shall be delivered or mailed by the Administrator
to the claimant or his duly authorized representative in the manner prescribed
in subparagraph 6.5(a) for notices of approval or denial of claims, and shall:
(i) Include specific reasons for the decision,
(ii) Be written in a manner calculated to be understood by the
claimant, and
(iii) Contain specific references to the pertinent Plan provisions on
which the decision is based.
The Administrator's decision made in good faith shall be final.
ARTICLE VI
WITHDRAWALS
7.1 HARDSHIP WITHDRAWALS.
7.1(a) In the event of any unforeseeable emergency and upon written
request of the Participant (or, if subsequent to his death, his Beneficiary),
the Administrator in its sole discretion may direct the payment in one lump sum
to the Participant or his Beneficiary of all or any portion of the Participant's
Accrued Benefit which the Administrator determines is necessary to alleviate the
financial need related to the unforeseeable emergency.
7.1(b) For purposes hereof:
(i) An unforeseeable emergency shall be defined in a manner
consistent with the meaning ascribed thereto under Section 457 of the Code
as a severe financial hardship to the Participant (or, if subsequent to his
death, his Beneficiary) resulting from a sudden and unexpected illness,
accident or loss of property due to casualty, or any other similar
extraordinary and unforeseeable circumstance arising as a result of events
beyond the control of the Participant (or, if subsequent to his death, his
Beneficiary).
(ii) The existence of an unforeseeable emergency shall be determined
by the Administrator on the basis of the facts and circumstances of each
case, but, in any event, payment may not be made to the extent that the
hardship is or may be relieved:
(A) Through reimbursement or compensation by insurance or
otherwise,
(B) By liquidation of the Participant's assets, to the extent
such liquidation would not itself cause a severe financial hardship,
or
(C) By cessation of elective deferrals under the Plan.
(iii) Examples of what are not considered unforeseeable emergencies
include the need to send a Participant's child to college or the desire to
purchase a home.
7.2 NO OTHER WITHDRAWALS PERMITTED. No withdrawals or other
distributions shall be permitted except as provided in ARTICLE VI or paragraph
7.1.
ARTICLE VIII
FUNDING
8.1 FUNDING.
8.1(a) The undertaking to pay benefits hereunder shall be an unfunded
obligation payable solely from the general assets of the Employer and, subject
to the claims of the Employer's creditors, from each Employer's portion of the
Fund. Deferral Accounts shall be maintained as book reserve accounts on the
books of the Employer solely for accounting purposes. The payment obligation
hereunder (whether on not payment is made from the Fund) with respect to the
Accrued Benefit attributable to Deferral Contributions made from Compensation
payable by one Employer shall be the liability of that Employer only, but
payment thereof shall be guaranteed by the Plan Sponsor.
8.1(b) Nothing contained in the Plan or Trust Agreement and no action
taken pursuant to the provisions of the Plan or Trust Agreement shall give any
Participant or Beneficiary any right, title or interest in any specific asset or
assets of the Employer or the Fund at any time or any priority of payment in the
event of the Employer's insolvency. To the extent that any person acquires a
right to receive payments from the Employer or the Fund under the Plan, such
rights shall be no greater than the right of any unsecured general creditor of
the Employer.
8.1(c) Subject to the other provisions of this paragraph, the Plan Sponsor
shall make, or cause to be made out of the Fund, the payment of all benefits
under the Plan. The Plan Sponsor may require contributions by participating
Employers be delivered to the Plan Sponsor at such times (whether before, at or
after the time of payment), in such amounts and on such basis as it may from
time to time determine in order to defray the costs of benefits under and
administration of the Plan.
8.1(d) The Employer shall pay over Deferral Contributions to the Fund at
least monthly or at such other time or times as the Plan Sponsor may direct.
8.2 USE OF TRUST.
8.2(a) Notwithstanding any provision herein to the contrary, the Plan
Sponsor may in its sole discretion direct the establishment and holding of
assets in the Fund pursuant to a Trust Agreement for the purpose of providing
benefits under the Plan.
8.2(b) The Employers acknowledge that any Trust Agreement, if established,
will be established by the Plan Sponsor (who may be referred to as the Trust
Sponsor in the Trust Agreement) for the benefit of all participating Employers,
that being a participating Employer in the Plan automatically makes the Employer
an Employer for purposes of any Trust Agreement (unless the Trust Agreement
otherwise provides), and that any Trust Agreement may be amended by appropriate
action of the Plan Sponsor (without any action required by the other
participating Employers).
8.3 FUND DIVISIONS.
8.3(a) It is contemplated that the Fund will be held in divisions
(sometimes referred to as "divisions of the Fund", "Fund divisions" or
"investments funds" herein) as hereinafter provided, and each Participant's
Accrued Benefit shall be subdivided to reflect its deemed interest in each Fund
division.
8.3(b) The Fund divisions which shall be maintained in the Fund are those
regulated investment companies, collective trust funds and/or other pooled
investment funds listed from time to time on Appendix A to the Plan, each of
which shall be treated as a separate Fund division.
8.4 PARTICIPANT INVESTMENT DIRECTIONS. The Accrued Benefit of a
Participant in the Plan shall be divided or allocated to reflect the amount of
each such Participant's deemed interest in each Fund division as hereinafter
provided for the purpose of determining the earnings or loss to be credited to
his account, but any such direction shall not give the Participant any right,
title or interest in any specific asset or assets of the Fund:
8.4(a) Upon becoming a Participant without a contribution investment
direction in force, a Participant may direct that his future Directable
Contributions be invested, in whole multiples of the Permitted Direction
Percentage (equalling one hundred percent (100%) in the aggregate), in the
Available Investment Funds by filing a "contribution investment direction" with
the Administrator at such time.
8.4(b) Not later than the fifteenth (15th) day of the calendar month (or
such later date as the Administrator may designate or accept under a uniform and
non-discriminatory policy) preceding the applicable effective date:
(i) CONTRIBUTION INVESTMENT DIRECTION - A Participant may make a
"contribution investment direction" by directing that whole multiples of
the Permitted Direction Percentage (equalling one hundred percent (100%) in
the aggregate) of his future Directable Contributions be invested in the
Available Investment Funds. Any such contribution investment direction
shall be effected for contributions made after commencement of
participation or contributions, as the case may be, and thereafter as of
each subsequent Contribution Investment Direction Change Date for which
such direction is timely delivered to the Administrator (or its designee);
and/or
(ii) ACCOUNT BALANCE INVESTMENT DIRECTION - A Participant (or, if
deceased, his Beneficiary) may make an "account balance investment
direction" by directing that whole multiples of the Permitted Direction
Percentage (equalling one hundred percent (100%) in the aggregate) of his
Directable Accounts be invested in the Available Investment Funds. Any
such account balance investment direction shall be effective as of and for
the Account Balance Investment Direction Change Date for which such
direction is timely delivered to the Administrator (or its designee).
8.4(c) If or to the extent a Participant (or if deceased, his Beneficiary)
has no investment direction in effect, his Directable Contributions and
Directable Accounts shall be invested in the Default Fund designated on Appendix
A.
8.4(d) For purposes of this paragraph:
(i) The term "Account Balance Investment Direction Change Date"
means each Valuation Date.
(ii) The term "Available Investment Funds" means the investment
funds listed in Appendix A to the Plan.
(iii) The term "Directable Accounts" means the entire Accrued Benefit
of the Participant.
(iv) The term "Directable Contributions" means contributions made by
the Participant
(v) The term "Contribution Investment Direction Change Date" means
each Valuation Date.
(vi) The term "Permitted Direction Percentage" means one percent
(1%).
8.4(e) The Administrator may, on a uniform and non-discriminatory basis
from time to time, set or change the advance notice requirement for effecting
investment directions, may limit the number of investment direction changes made
in a Plan Year, may limit investment directions, if any, which can be made by
telephone, and generally may change any of the investment direction procedures.
ARTICLE IX
FIDUCIARIES
9.1 FIDUCIARIES AND DUTIES AND RESPONSIBILITIES. Authority to control
and manage the operation and administration of the Plan shall be vested in the
following persons or entities, who, together with their membership, if any,
shall be the fiduciaries under the Plan ("Fiduciaries") with those powers,
duties, and responsibilities specifically allocated to them by the Plan:
9.1(a) PLAN ADMINISTRATOR - The Plan Administrator in connection with its
fiduciary obligations and rights relating to the Plan and the Fund.
9.1(b) PLAN SPONSOR - The Plan Sponsor in connection with its fiduciary
obligations and rights relating to the Plan and the Fund.
9.1(c) TRUSTEE - The Trustee, if any, in connection with its fiduciary
obligations and rights relating to the Fund.
9.2 LIMITATION OF DUTIES AND RESPONSIBILITIES OF FIDUCIARIES. The
duties and responsibilities, and any liability therefor, of the Fiduciaries
provided for in paragraph 9.1 shall be severally limited to the duties and
responsibilities specifically allocated to each such Fiduciary in accordance
with the terms of the Plan, and there shall be no joint duty, responsibility, or
liability among any such groups of Fiduciaries in the control and management of
the operation and administration of the Plan.
9.3 SERVICE BY FIDUCIARIES IN MORE THAN ONE CAPACITY. Any person or
group of persons may serve in more than one Fiduciary capacity with respect to
the Plan.
9.4 ALLOCATION OR DELEGATION OF DUTIES AND RESPONSIBILITIES BY
FIDUCIARIES. By written agreement filed with the Administrator and the Plan
Sponsor, any duties and responsibilities of any Fiduciary may be allocated among
Fiduciaries or may be delegated to persons other than Fiduciaries. Any written
agreement shall specifically set forth the duties and responsibilities so
allocated or delegated, shall contain reasonable provisions for termination, and
shall be executed by the parties thereto.
9.5 ASSISTANCE AND CONSULTATION. A Fiduciary, and any delegate named
pursuant to paragraph 9.4, may engage agents to assist in its duties and may
consult with counsel, who may be counsel for the Employer, with respect to any
matter affecting the Plan or its obligations and responsibilities hereunder, or
with respect to any action or proceeding affecting the Plan.
9.6 COMPENSATION AND EXPENSES. All compensation and expenses of the
Fiduciaries and their agents and counsel shall be paid or reimbursed by the
Employer on such basis as the Plan Sponsor shall determine; provided, however,
that each person or committeeman serving as a Fiduciary shall serve without
compensation for such service unless otherwise determined by the Plan Sponsor
or, in the case of the Trustee, unless otherwise provided in the Trust
Agreement.
9.7 INDEMNIFICATION. The Employer, on such basis as the Plan Sponsor
shall determine, shall indemnify and hold harmless any individual who is an
employee of the Employer or an Affiliate and who is a Fiduciary or a member of a
Fiduciary under the Plan and any other individual who is an employee of the
Employer or an Affiliate and to whom duties of a Fiduciary are delegated
pursuant to paragraph 9.4, to the extent permitted by law, from and against any
liability, loss, cost or expense arising from their good faith action or
inaction in connection with their responsibilities under the Plan.
ARTICLE X
PLAN ADMINISTRATOR
10.1 APPOINTMENT OF PLAN ADMINISTRATOR. The Plan Sponsor may appoint
one or more persons to serve as the Plan Administrator (the "Administrator") for
the purpose of carrying out the duties specifically imposed on the Administrator
by the Plan and the Code. In the event more than one person is appointed, the
persons shall form a committee for the purpose of functioning as the
Administrator of the Plan. The person or committeemen serving as Administrator
shall serve for indefinite terms at the pleasure of the Plan Sponsor, and may,
by thirty (30) days prior written notice to the Plan Sponsor, terminate such
appointment. The Plan Sponsor shall inform the Trustee of any such appointment
or termination, and the Trustee may assume that any person appointed continues
in office until notified of any change.
10.2 PLAN SPONSOR AS PLAN ADMINISTRATOR. In the event that no
Administrator is appointed or in office pursuant to paragraph 10.1, the Plan
Sponsor shall be the Administrator.
10.3 PROCEDURE IF A COMMITTEE. If the Administrator is a committee, it
shall appoint from its members a Chairman and a Secretary. The Secretary shall
keep records as may be necessary of the acts and resolutions of such committee
and be prepared to furnish reports thereof to the Plan Sponsor and the Trustee.
Except as otherwise provided, all instruments executed on behalf of such
committee may be executed by its Chairman or Secretary, and the Trustee may
assume that such committee, its Chairman or Secretary are the persons who were
last designated as such to them in writing by the Plan Sponsor or its Chairman
or Secretary.
10.4 ACTION BY MAJORITY VOTE IF A COMMITTEE. If the Administrator is a
committee, its action in all matters, questions and decisions shall be
determined by a majority vote of its members qualified to act thereon. They may
meet informally or take any action without the necessity of meeting as a group.
10.5 APPOINTMENT OF SUCCESSORS. Upon the death, resignation or removal
of a person serving as, or on a committee which is, the Administrator, the
Employer may, but need not, appoint a successor.
10.6 DUTIES AND RESPONSIBILITIES OF PLAN ADMINISTRATOR. The
Administrator shall have the following duties and responsibilities under the
Plan:
10.6(a) The Administrator shall be responsible for the fulfillment of all
relevant reporting and disclosure requirements set forth in the Plan, the Code
and the Act the distribution thereof to Participants and their Beneficiaries and
the filing thereof with the appropriate governmental officials and agencies.
10.6(b) The Administrator shall maintain and retain necessary records
respecting its administration of the Plan and matters upon which disclosure is
required under the Plan, the Code and the Act.
10.6(c) The Administrator shall make any elections for the Plan required to
be made by it under the Plan, the Code and the Act.
10.6(d) The Administrator is empowered to settle claims against the Plan
and to make such equitable adjustments in a Participant's or Beneficiary's
rights or entitlements under the Plan as it deems appropriate in the event an
error or omission is discovered or claimed in the operation or administration of
the Plan.
10.6(e) The Administrator may construe the Plan, correct defects, supply
omissions or reconcile inconsistencies to the extent necessary to effectuate the
Plan and such action shall be conclusive.
10.7 POWER AND AUTHORITY. The Administrator is hereby vested with all
the power and authority necessary in order to carry out its duties and
responsibilities in connection with the administration of the Plan imposed
hereunder. For such purpose, the Administrator shall have the power to adopt
rules and regulations consistent with the terms of the Plan.
10.8 AVAILABILITY OF RECORDS. The Employer and the Trustee shall, at
the request of the Administrator, make available necessary records or other
information they possess which may be required by the Administrator in order to
carry out its duties hereunder.
10.9 NO ACTION WITH RESPECT TO OWN BENEFIT. No Administrator who is a
Participant shall take any part as the Administrator in any discretionary action
in connection with his participation as an individual. Such action shall be
taken by the remaining Administrator, if any, or otherwise by the Plan Sponsor.
ARTICLE XI
AMENDMENT AND TERMINATION OF PLAN
11.1 AMENDMENT OR TERMINATION OF THE PLAN.
11.1(a) The Plan may be terminated at any time by the Board. The Plan may
be amended in whole or in part from time to time by the Board effective as of
any date specified. No amendment or termination shall operate to decrease a
Participant's vested Accrued Benefit as of the earlier of the date on which the
amendment or termination is approved by the Board or the date on which an
instrument of amendment or termination is signed on behalf of the Plan Sponsor.
No amendment shall increase the Trustee's duties or obligations or decrease its
compensation unless contained in an amendment of, or document expressly
pertaining to, the Trust Agreement which includes the Trustee's written consent
or for which the Trustee's written consent is separately obtained. Any such
termination of or amendment to the Plan may provide for the acceleration of
payment of benefits under the Plan to one or more Participants or Beneficiaries.
Any such termination of or amendment to the Plan shall be in writing and shall
be adopted pursuant to action by the Board (including pursuant to any standing
authorization for any officer, director or committee to adopt amendments) in
accordance with its applicable procedures, including where applicable by
majority vote or consent in writing.
11.1(b) In addition, and as an alternative, to amendment of the Plan by
action of the Board, but subject to the limitations on amendment contained in
subparagraph 11.1(a), the Chief Executive Officer of the Plan Sponsor shall be
and is hereby authorized to adopt on behalf of the Board and to execute any
technical amendment or amendments to the Plan which in the opinion of counsel
for the Plan Sponsor are required by law and are deemed advisable by the Chief
Executive Officer of the Plan Sponsor and to so adopt and execute any other
discretionary amendment or amendments to the Plan which are deemed advisable by
the Chief Executive Officer of the Plan Sponsor so long as any such amendments
do not, in view of the Chief Executive Officer of the Plan Sponsor, materially
increase costs of the Plan to the Employer.
11.1(c) Termination of the Plan shall mean termination of active
participation by Participants, but shall not mean immediate payment of all
Accrued Benefits unless the Plan Sponsor so directs. On termination of the
Plan, the Board of the Plan Sponsor may provide for the acceleration of payment
of the Accrued Benefits of all affected Participants on such basis as it may
direct.
11.2 EFFECT OF EMPLOYER MERGER, CONSOLIDATION OR LIQUIDATION.
Notwithstanding the foregoing provisions of this ARTICLE XI, the merger or
liquidation of any Employer into any other Employer or the consolidation of two
(2) or more of the Employers shall not cause the Plan to terminate with respect
to the merging, liquidating or consolidating Employers, provided that the Plan
has been adopted or is continued by and has not terminated with respect to the
surviving or continuing Employer.
ARTICLE XII
MISCELLANEOUS
12.1 HEADINGS. The headings in the Plan have been inserted for
convenience of reference only and are to be ignored in any construction of the
provisions hereof.
12.2 GENDER AND NUMBER. In the construction of the Plan, the masculine
shall include the feminine or neuter and the singular shall include the plural
and vice-versa in all cases where such meanings would be appropriate.
12.3 GOVERNING LAW. The Plan and the Fund shall be construed, enforced
and administered in accordance with the laws of the Commonwealth of Virginia,
and any federal law pre-empting the same. Unless federal law specifically
addresses the issue, federal law shall not pre-empt applicable state law
preventing an individual or person claiming through him from acquiring property
or receiving benefits as a result of the death of a decedent where such
individual caused the death.
12.4 EMPLOYMENT RIGHTS. Participation in the Plan shall not give any
employee the right to be retained in the Employer's employ nor, upon dismissal
or upon his voluntary termination of employment, to have any right or interest
in the Fund other than as herein provided.
12.5 CONCLUSIVENESS OF EMPLOYER RECORDS. The records of the Employer
with respect to age, service, employment history, compensation, absences,
illnesses and all other relevant matters shall be conclusive for purposes of the
administration of the Plan.
12.6 RIGHT TO REQUIRE INFORMATION AND RELIANCE THEREON. The Plan
Sponsor and the Administrator shall have the right to require any Participant,
Beneficiary or other person receiving benefit payments to provide it with such
information, in writing, and in such form as it may deem necessary to the
administration of the Plan and may rely thereon in carrying out its duties
hereunder. Any payment to or on behalf of a Participant or Beneficiary in
accordance with the provisions of the Plan in good faith reliance upon any such
written information provided by a Participant or any other person to whom such
payment is made shall be in full satisfaction of all claims by such Participant
and his Beneficiary; and any payment to or on behalf of a Beneficiary in
accordance with the provisions of the Plan in good faith reliance upon any such
written information provided by such Beneficiary or any other person to whom
such payment is made shall be in full satisfaction of all claims by such
Beneficiary.
12.7 ALIENATION AND ASSIGNMENT. The interests of each Participant under
the Plan are not subject to claims of the Participant's creditors; and neither
the Participant, nor his Beneficiary, shall have any right to sell, assign,
transfer or otherwise convey the right to receive any payments hereunder or any
interest under the Plan, which payments and interest are expressly declared to
be non-assignable and non-transferable.
12.8 NOTICES AND ELECTIONS.
12.8(a) Except as provided in subparagraph 12.8(b), all notices required to
be given in writing and all elections, consents, applications and the like
required to be made in writing, under any provision of the Plan, shall be
invalid unless made on such forms as may be provided or approved by the
Administrator and, in the case of a notice, election, consent or application by
a Participant or Beneficiary, unless executed by the Participant or Beneficiary
giving such notice or making such election, consent or application.
12.8(b) Subject to limitations under applicable provisions of the Code or
the Act (such as the requirement that spousal consent be in writing), the
Administrator is authorized in its discretion to accept other means for receipt
of effective notices, elections, consent and/or application by Participants
and/or Beneficiaries, including but not limited to interactive voice systems, on
such basis and for such purposes as it determines from time to time.
12.9 DELEGATION OF AUTHORITY. Whenever the Plan Sponsor or any Employer
is permitted or required to perform any act, such act may be performed by its
Chief Executive Officer, its President or its Board of Directors or by any other
person duly authorized by any of the foregoing.
12.10 SERVICE OF PROCESS. The Administrator shall be the agent for
service of process on the Plan.
12.11 CONSTRUCTION. This Plan and the Fund are created for the exclusive
benefit of Eligible Employees of the Employer and their Beneficiaries and shall
be interpreted and administered in a manner consistent with their being an
unfunded deferred compensation plan maintained for a select group of management
or highly compensated employees (sometimes referred to as a "top-hat" plan)
described in Sections 201(2), 301(a)(3) and 401(a)(1) of the Act. If the fund
is maintained pursuant to a Trust Agreement, it is intended to be a grantor
trust, of which the Plan Sponsor or, if so provided, the Employer is the
grantor, within the meaning of subpart E, part I, subchapter J, chapter 1,
subtitle A of the Code, and shall be construed accordingly.
ARTICLE XIII
PARTICIPATION BY ADDITIONAL EMPLOYERS
13.1 ADOPTION BY ADDITIONAL EMPLOYERS. Any Affiliate with employees
covered by the Plan Sponsor's executive compensation plan shall automatically be
considered to adopt and participate in the Plan, unless otherwise expressly
provided by the Plan Sponsor.
13.2 TERMINATION EVENTS WITH RESPECT TO EMPLOYERS OTHER THAN THE PLAN
SPONSOR.
13.2(a) The Plan shall terminate with respect to any Employer other than
the Plan Sponsor, and such Employer shall automatically cease to be a
participating Employer in the Plan, upon the happening of any of the following
events:
(i) The Employer's ceasing to have employees covered by the Plan
Sponsor's executive compensation plan
(ii) The Employer's ceasing to be an Affiliate.
(iii) Action by the Board or Chief Executive Officer of the Plan
Sponsor terminating an Employer's participation in the Plan and specifying
the date of such termination. Notice of such termination shall be
delivered to the Administrator and the former participating Employer.
13.2(b) Termination of the Plan with respect to any Employer shall mean
termination of active participation of the Participants employed by such
Employer, but shall not mean immediate payment of all Accrued Benefits with
respect to the Employees of such Employer unless the Plan Sponsor so directs.
On termination of the Plan with respect to any Employer, the Board of the Plan
Sponsor may provide for the acceleration of payment of the Accrued Benefits of
all affected Participants of that former participating Employer on such basis as
it may direct.
IN WITNESS WHEREOF, the Plan Sponsor and each other participating Employer,
pursuant to the resolution duly adopted by its Board, has caused this Plan to be
signed on its behalf by its duly authorized officer or member of its Board of
Directors as of this 20 day of June, 1995.
CADMUS COMMUNICATIONS CORPORATION,
Plan Sponsor and participating Employer
By: /s/ C. S. GILLISPIE, JR. (SEAL)
Its Chairman and CEO
<PAGE>
CADMUS DEFERRED COMPENSATION PLAN
APPENDIX A
(AS OF JULY 1, 1995)
LIST OF AVAILABLE INVESTMENT FUNDS
A-1.1 AVAILABLE INVESTMENT FUNDS. The Available Investments Funds, each
of which shall be considered a separate Fund division, are the following
regulated investment companies and/or collective trust funds sponsored by T.
Rowe Price Associates, Inc. or any of its affiliates (sometimes referred to as
the "T. Rowe Price investment funds" or "T. Rowe Price Fund divisions"):
(i) T. Rowe Price Stable Value Fund.
(ii) T. Rowe Price Balanced Fund.
(iii) T. Rowe Price Equity Index Fund.
(iv) T. Rowe Price International Stock Fund.
(v) T. Rowe Price Growth Stock Fund.
(vi) T. Rowe Price Small-Cap Value Fund.
A-1.2 DEFAULT FUND. The Default Fund is the T. Rowe Price Balanced Fund.
<PAGE>
FIRST AMENDMENT TO
CADMUS DEFERRED COMPENSATION PLAN
(AS ADOPTED EFFECTIVE JULY 1, 1995)
Pursuant to the authorization the Board of Directors of Cadmus
Communications Corporation granted to its Chief Executive Officer to
establish the Cadmus Deferred Compensation Plan effective July 1, 1995
(the "Plan"), the Chief Executive Officer hereby adopts the following
amendment to the Plan, which amendment is deemed advisable by the Chief
Executive Officer in order to substitute the T. Rowe Price Prime Reserve
Fund for the T. Rowe Price Stable Value Fund as an available Fund division
on account of unavailability of the T. Rowe Price Stable Value Fund as an
investment for the Plan, and which amendment shall be effective as of the
July 1, 1995 effective date of the Plan:
1. Appendix A to the Plan, entitled "List of Available Investment Funds", is
amended in its entirety to read in the form attached hereto.
2. Any investment direction of the T. Rowe Price Stable Value Fund
automatically shall be changed to and considered a direction for
the T. Rowe Price Prime Reserve Fund by operation of this amendment.
Notwithstanding the foregoing, the Plan Administrator may permit
Participants who have directed investment of their Accrued Benefits
in the T. Rowe Price Stable Value Fund to modify their investment
direction on such basis as the Plan Administrator may deem appropriate.
IN WITNESS WHEREOF, the duly authorized Chief Executive Officer of
Cadmus Communications Corporation has signed this amendment on behalf of the
Plan Sponsor and each other participating Employer, as of this 30th day of
June, 1995.
CADMUS COMMUNICATIONS CORPORATION,
Plan Sponsor and participating Employer
By: /s/ C. S. GILLISPIE, JR.
Its Chief Executive Officer
<PAGE>
CADMUS DEFERRED COMPENSATION PLAN
APPENDIX A
(AS OF JULY 1, 1995)
LIST OF AVAILABLE INVESTMENT FUNDS
A-1.1 AVAILABLE INVESTMENT FUNDS. The Available Investments Funds, each
of which shall be considered a separate Fund division, are the following
regulated investment companies and/or collective trust funds sponsored by T.
Rowe Price Associates, Inc. or any of its affiliates (sometimes referred
to as the "T. Rowe Price investment funds" or "T. Rowe Price Fund divisions"):
(i) T. Rowe Price Prime Reserve Fund (replacing the T. Rowe Price Stable
Value Fund).
(ii) T. Rowe Price Balanced Fund.
(iii) T. Rowe Price Equity Index Fund.
(iv) T. Rowe Price International Stock Fund.
(v) T. Rowe Price Growth Stock Fund.
(vi) T. Rowe Price Small-Cap Value Fund.
A-1.2 DEFAULT FUND. The Default Fund is the T. Rowe Price Balanced Fund.
<PAGE>
EXHIBIT 10.8
CADMUS
NON-QUALIFIED THRIFT PLAN
(Cadmus logo appears here)
<PAGE>
(Cadmus logo appears here) A SUMMARY OF THE
NON-QUALIFIED THRIFT PLAN
WHY IT'S Current tax laws limit the amounts highly paid individuals in a
OFFERED: corporation can contribute to a 401(k) thrift plan unless
certain participation levels among lower-paid workers are
achieved. This restriction usually prevents highly paid
employees from participating fully in the plan.
The "Non-Qualified Thrift Plan" enables Cadmus executives to
participate in retirement savings opportunities in the same
manner currently available to other Cadmus employees.
WHAT IT To you, it will seem as if the tax law restrictions no longer
MEANS TO YOU: apply. You will be able to contribute up to 12% of your pay and
have the first 6% matched (at 50 cents on the dollar) by
Cadmus. Behind the scenes, however, here's what will happen:
(bullet) Any amounts you are unable to contribute to the normal
Thrift Plan because of tax law restrictions will
instead go into the Non-Qualified Thrift Plan
automatically if you have completed a Non-Qualified
Thrift Plan Participation Election Form.
(bullet) Money that goes into the Non-Qualified Thrift Plan
will be invested in accordance with your instructions,
with the same investment options available as under
the Thrift Plan. Investment elections, however, are
separate from those made under the Cadmus Thrift
Savings Plan and changes in those elections will be
permitted once per quarter. Vesting rules, rules
regarding withdrawals (including hardship withdrawals)
and distributions will continue to apply, though plan
distributions will be paid in lump sum amounts and
usually made upon termination of employment.
Money placed in the Non-Qualified Thrift Plan can grow tax-
deferred (through earnings) while in the plan. You will pay
taxes on the money and its earnings at the time it is paid
out to you.
WHAT YOU If you would like to participate in the Non-Qualified Thrift
NEED TO DO: Plan, first ensure you've completed a Cadmus Thrift Savings
Plan Enrollment Form. Then, complete a Non-Qualified Thrift
Plan Participation Election Form as well as a Non-Qualified
Thrift Plan Beneficiary Designation Form.
<PAGE>
(Cadmus logo appears here) NON-QUALIFIED THRIFT PLAN
PARTICIPATION ELECTION FORM
Your Name:
Your Social Security Number:
I wish to participate in the Cadmus Non-Qualified Thrift Plan. I understand
that any amounts I elect under the Cadmus Thrift Plan which cannot be
contributed to that plan due to tax laws or other plan limitations will,
instead, be contributed to this plan and invested as I direct below. I
also understand that the plan provisions of the Cadmus Thrift Plan, including
provisions for vesting, withdrawals, and distributions, will also apply to
this plan (though distributions under this plan will be in the form of lump
sums, and a full distribution will normally be made at termination of
employment).
Investment choices I make when beginning participation in the plan will take
effect on the effective date of my plan participation. I also understand that
choices I make here are separate from choices made under the Cadmus Thrift
Savings Plan. They are continuing and will apply to future contributions under
this plan unless I make a new "contribution" investment direction.
Here is how I would like my initial and future contributions to be invested.
I understand that I must allocate among investment funds in 1% increments, and
my allocations must add up to exactly 100%.
Fund 1 - Stable Value Fund %
Fund 2 - Balanced Fund %
Fund 3 - Equity Index Fund %
Fund 4 - Growth Stock Fund %
Fund 5 - International Stock Fund %
Fund 6 - Small Cap Value Fund %
100%
Your Signature Date
[For Administrative Purposes Only. Do not complete.]
Date Received: For Plan Administrator:
Please make a copy of this form for your records and return original to Greg
Moyer in the Brookfield office.
<PAGE>
(Cadmus logo appears here) NON-QUALIFIED THRIFT PLAN
INVESTMENT DIRECTION
CHANGE FORM
Your Name:
Your Social Security Number:
Investment Direction Date:
This form is to be used to change investment directions for future
contributions and/or existing account balances in the Non-Qualified Thrift
Plan. Money in your account will be invested in the regulated investment
companies and/or collective trust funds named below and sponsored by T.
Rowe Price Associates, Inc. or its affiliates.
Investment choices you make here will take effect on the first day of the next
calendar quarter (i.e. January 1st, April 1st, July 1st or October 1st),
provided this form is completed and returned by the 15th of December, March,
June or September respectively. A "contribution" investment direction, an
"account balance" investment direction, or both may be made with this form.
Remember that "contribution" investment choices you make here are continuing
ones and will apply to this plan only. The will also apply to future
contributions unless you make a new "contribution" investment direction. The
"account balance" investment direction will apply to your entire plan account at
the time the direction takes effect, and no additional transfers among funds
will be made until you submit a form indicating your desire for a change in how
your account balance is invested.
Indicate how you wish to have your future contributions and current account
balance invested. You must allocate among funds in 1% increments, and
allocations must add up to exactly 100%.
FUTURE CONTRIBUTIONS CURRENT ACCOUNT BALANCE
(This applies only to my future (This applies only to my current
contributions made after the account balance at the investment
investment direction date and direction date.)
is an election that continues
in force until changed.)
Fund 1 - Stable Value Fund % Fund 1 - Stable Value Fund %
Fund 2 - Balanced Fund % Fund 2 - Balanced Fund %
Fund 3 - Equity Index Fund % Fund 3 - Equity Index Fund %
Fund 4 - Growth Stock Fund % Fund 4 - Growth Stock Fund %
Fund 5 - International Fund 5 - International
Stock Fund % Stock Fund %
Fund 6 - Small Cap Value Fund 6 - Small Cap Value
Fund % Fund %
100% 100%
Your Signature Date
[For Administrative Purposes Only. Do not complete.]
Date Received: For Plan Administrator:
Please make a copy of this form for your records and return original to Greg
Moyer in the Brookfield office.
<PAGE>
INSTRUCTIONS FOR AND EXPLANATION OF DESIGNATION OF BENEFICIARY
1. This form is only effective when filed with the Plan Administrator.
2. If more than one person or entity is designated as primary Beneficiary,
the plan benefit will be paid in equal shares to the designated entities
or persons who survive you, unless you specify otherwise in the percentage
of plan benefit column. If you complete the percentage of plan benefit
column and a person you designate as primary Beneficiary does not survive
you, that person's share of the plan benefit will be paid to the other
persons and entities you designate as primary Beneficiary, if surviving,
in proportion to the percentages of plan benefit you specify for them.
3. If more than one person or entity is designated as contingent Beneficiary,
the plan benefit will then be paid in equal shares to the designated
entities or persons who survive you, unless you specify otherwise in the
percentage of plan benefit column. If you complete the percentage of plan
benefit column and a person you designate as primary Beneficiary does not
survive you, that person's shares of the plan benefit will be paid to the
other persons and entities you designate as contingent Beneficiary, if
surviving, in proportion to the percentages of plan benefit you specify
for them.
4. If you do not wish to select your Beneficiary, the plan will automatically
pay your benefit to your surviving spouse. If your spouse does not survive
you or if you are not married, then the benefit will go to your
descendants, if any, per stirpes. If there are no descendants living at
your death, the benefit will go to your estate. A per stirpes distribution
means a division in equal shares among the members of the first generation
of your descendants in which there is a living member at your death. The
division will be made in equal shares among each of the living members of
that generation and each of the deceased member(s) of that generation with
descendants alive at your death. The share of any deceased member will be
paid to his/her descendants, per stirpes, in like manner.
5. If you designate a Beneficiary other than your spouse and the Plan
Administrator cannot find your designated Beneficiary after your death
after looking for one year, that Beneficiary's designation will not be
given effect.
6. If you designate a Beneficiary and that Beneficiary dies before you do,
that Beneficiary's designation will not be given effect.
7. If your designated Beneficiary survives you but dies before the death
benefit has been fully paid to that Beneficiary, the remaining benefit
will be paid to that Beneficiary's estate unless you have named multiple,
successor or contingent Beneficiaries. If you name multiple Beneficiaries,
unless you designate otherwise, at any death of a named multiple
Beneficiary, the surviving multiple Beneficiaries will share equally
any remaining benefits.
<PAGE>
(CADMUS LOGO appears here) NON-QUALIFIED THRIFT PLAN
BENEFICIARY DESIGNATION FORM
Your Name:
Your Social Security Number:
Your Marital Status: ( ) Not Married
( ) Married(arrow) Spouse's Name:
Spouse's Social Security #:
As a participant in the Non-Qualified Thrift Plan, I hereby designate the
person(s) or entity(ies) named below as Beneficiary of my plan benefit upon
my death. I reserve the right to change this designation. This designation
supersedes any prior designation I previously made under the plan.
PRIMARY BENEFICIARY DESIGNATION
I hereby designate the following person(s) or entity(ies) as my primary
Beneficiary for payment of my plan benefit upon my death:
Name, Relationship & Address Soc Sec % of Plan
Number Benefit
1.
2.
3.
CONTINGENT BENEFICIARY DESIGNATION
I hereby designate the following person(s) or entity(ies) as my contingent
Beneficiary, to whom payment of my plan benefit will be made if no person or
entity designated as my primary Beneficiary survives me of if all primary
Beneficiaries die or cease to exist before my full plan benefit is paid:
Name, Relationship & Address Soc Sec % of Plan
Number Benefit
1.
2.
3.
ELECTION OF AUTOMATIC BENEFICIARY
I hereby elect to have my remaining plan benefit at my death paid in
accordance with the plan's automatic Beneficiary selection order. (Check only
if automatic Beneficiary selected.)
Your Signature Date
Please make a copy of this form for your records and return original to Greg
Moyer in the Brookfield office.
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CADMUS NON-QUALIFIED THRIFT PLAN
(As Adopted Effective July 1, 1995)
<PAGE>
TABLE OF CONTENTS
Page
ARTICLE I
DEFINITION OF TERMS
1.1 Accrued Benefit................................................ 1
1.2 Act............................................................ 1
1.3 Active Participant............................................. 1
1.4 Administrator.................................................. 1
1.5 Affiliate...................................................... 1
1.6 Beneficiary.................................................... 1
1.7 Board.......................................................... 1
1.8 Code........................................................... 1
1.9 Compensation................................................... 1
1.10 Effective Date................................................. 2
1.11 Eligible Employee.............................................. 2
1.12 Employee....................................................... 2
1.13 Employer....................................................... 2
1.14 Fund........................................................... 2
1.15 Inactive Participant........................................... 2
1.16 Participant.................................................... 2
1.17 Plan........................................................... 2
1.18 Plan Sponsor................................................... 2
1.19 Plan Year...................................................... 2
1.20 Thrift Account................................................. 2
1.21 Thrift Contributions........................................... 3
1.22 Thrift Savings Plan............................................ 3
1.23 Trust Agreement................................................ 3
1.24 Trustee........................................................ 3
1.25 Valuation Date................................................. 3
1.26 Valuation Period............................................... 3
ARTICLE II
ELIGIBILITY AND PARTICIPATION
2.1 Eligibility and Commencement of Participation.................. 3
2.2 Election Required for Participation in Thrift Contribution
Portion of the Plan.......................................... 3
2.3 Length of Participation........................................ 3
ARTICLE III
THRIFT ACCOUNT, CONTRIBUTIONS AND ADJUSTMENTS
3.1 Thrift Account................................................. 4
3.2 Thrift Contributions by the Participant........................ 4
3.3 Contributions by the Employer.................................. 5
3.4 Subtractions from Thrift Account............................... 6
3.5 Crediting of Deemed Earnings or Loss to Thrift Accounts........ 6
3.6 Equitable Adjustment in Case of Error or Omission.............. 6
3.7 Statement of Thrift Account Balance............................ 6
ARTICLE IV
VESTING
4.1 Vesting Generally.............................................. 7
4.2 Forfeiture of Benefits......................................... 7
4.3 No Restoration of Forfeited Benefits........................... 7
4.4 Determination of Benefits after Forfeiture Followed
by Re-employment............................................. 7
ARTICLE V
DEATH BENEFIT
5.1 Death after Benefit Commencement............................... 7
5.2 Death before Benefit Commencement.............................. 7
5.3 Beneficiary Designation........................................ 8
ARTICLE VI
PAYMENT OF BENEFITS
6.1 Time and Form of Payment....................................... 8
6.2 Benefit Determination and Payment Procedure.................... 8
6.3 Payments to Minors and Incompetents............................ 9
6.4 Distribution of Benefit When Distributee Cannot Be Located..... 9
6.5 Claims Procedure............................................... 9
ARTICLE VII
WITHDRAWALS
7.1 Hardship Withdrawals........................................... 10
7.2 No Other Withdrawals Permitted................................. 11
ARTICLE VIII
FUNDING
8.1 Funding........................................................ 11
8.2 Use of Trust................................................... 11
8.3 Fund Divisions................................................. 11
8.4 Participant Investment Directions.............................. 12
ARTICLE IX
FIDUCIARIES
9.1 Fiduciaries and Duties and Responsibilities.................... 13
9.2 Limitation of Duties and Responsibilities of Fiduciaries....... 13
9.3 Service by Fiduciaries in More Than One Capacity............... 13
9.4 Allocation or Delegation of Duties and Responsibilities
by Fiduciaries............................................... 13
9.5 Assistance and Consultation.................................... 13
9.6 Compensation and Expenses...................................... 13
9.7 Indemnification................................................ 13
ARTICLE X
PLAN ADMINISTRATOR
10.1 Appointment of Plan Administrator.............................. 14
10.2 Plan Sponsor as Plan Administrator............................. 14
10.3 Procedure if a Committee....................................... 14
10.4 Action by Majority Vote if a Committee......................... 14
10.5 Appointment of Successors...................................... 14
10.6 Duties and Responsibilities of Plan Administrator.............. 14
10.7 Power and Authority............................................ 15
10.8 Availability of Records........................................ 15
10.9 No Action with Respect to Own Benefit.......................... 15
ARTICLE XI
AMENDMENT AND TERMINATION OF PLAN
11.1 Amendment or Termination of the Plan........................... 15
11.2 Effect of Employer Merger, Consolidation or Liquidation........ 15
ARTICLE XII
MISCELLANEOUS
12.1 Headings....................................................... 16
12.2 Gender and Number.............................................. 16
12.3 Governing Law.................................................. 16
12.4 Employment Rights.............................................. 16
12.5 Conclusiveness of Employer Records............................. 16
12.6 Right to Require Information and Reliance Thereon.............. 16
12.7 Alienation and Assignment...................................... 16
12.8 Notices and Elections.......................................... 16
12.9 Delegation of Authority........................................ 17
12.10 Service of Process............................................. 17
12.11 Construction................................................... 17
ARTICLE XIII
ADOPTION BY ADDITIONAL EMPLOYERS
13.1 Adoption by Additional Employers............................... 17
13.2 Termination Events with Respect to Employers Other
Than the Plan Sponsor........................................ 17
Appendix A - List of Available Investment Funds
<PAGE>
THIS PLAN is adopted as of July 1, 1995 by Cadmus Communications
Corporation, a Virginia corporation (the "Plan Sponsor"), for itself and for
other participating employers who may participate in the Plan as provided herein
(collectively or individually hereinafter called the "Employer");
WITNESSETH:
WHEREAS, the Employer deems it appropriate to provide for the deferral of
compensation by or on behalf of certain of its key management and highly
compensated employees pursuant to the terms of the Plan in consideration for
each such person's future services;
NOW, THEREFORE, this Plan provides as follows:
ARTICLE I
DEFINITION OF TERMS
The following words and terms as used in this Plan shall have the meaning
set forth below, unless a different meaning is clearly required by the context:
1.1 "ACCRUED BENEFIT": The balance in a Participant's Thrift Account,
as adjusted pursuant to the provisions of the Plan.
1.2 "ACT": The Employee Retirement Income Security Act of 1974, as the
same may be amended from time to time, or the corresponding section of any
subsequent legislation which replaces it, and, to the extent not inconsistent
therewith, the regulations issued thereunder.
1.3 "ACTIVE PARTICIPANT": A Participant who is an Eligible Employee
with an election in force to make Thrift Contributions to the Plan at the time
in question.
1.4 "ADMINISTRATOR": The Plan Administrator provided for in ARTICLE X
hereof.
1.5 "AFFILIATE": Any subsidiary, parent, affiliate or other business
entity related to the Plan Sponsor by at least eighty percent (80%) ownership
(as determined by the Plan Sponsor).
1.6 "BENEFICIARY": The person or persons designated by a Participant
or otherwise entitled pursuant to paragraph 5.3 to receive benefits under the
Plan attributable to the Participant after the death of the Participant.
1.7 "BOARD": The present and any succeeding Board of Directors of the
Plan Sponsor, unless such term is used with respect to a particular Employer and
its Employees, in which event it shall mean the present and any succeeding Board
of Directors of that Employer. Any Executive Committee or other committee of
the Board may act on the Board's behalf in any matter pertaining to the Plan
where such committee is duly empowered to do so.
1.8 "CODE": The Internal Revenue Code of 1986, as the same may be
amended from time to time, or the corresponding section of any subsequent
Internal Revenue Code, and, to the extent not inconsistent therewith,
regulations issued thereunder.
1.9 "COMPENSATION": A Participant's "Compensation" as defined for
purposes of the Thrift Savings Plan, but determined without regard to the
"Compensation Limit" therein, plus amounts which would have been "Compensation"
as defined therein but for their contribution to this Plan or to the Cadmus
Deferred Compensation Plan. For purposes of determining Thrift Contributions to
the Plan, "Compensation" shall be based only on periods the Participant is an
Active Participant.
1.10 "EFFECTIVE DATE": July 1, 1995.
1.11 "ELIGIBLE EMPLOYEE": An Employee who is covered by the Plan
Sponsor's executive compensation plan, unless designated as ineligible for
active participation by the Plan Sponsor. The Plan Sponsor in its discretion
may from time to time exclude one or more Employees from active participation in
the Plan by name or job description or may set pay level or other additional
criteria for eligibility for active participation in the Plan.
1.12 "EMPLOYEE": An individual who is employed in the service of the
Employer as a common law employee.
1.13 "EMPLOYER":
1.13(a) With respect to determining active participation in the Plan,
Eligible Employees and Compensation, the Plan Sponsor and each Affiliate with
one or more employees covered by the Plan Sponsor's executive compensation plan.
1.13(b) Employment with an Affiliate shall be considered employment with
the Employer for all purposes of the Plan other than determining active
participation in the Plan, Eligible Employees and Compensation.
1.14 "FUND":
1.14(a) If a trust fund is established and maintained for the Plan pursuant
to a Trust Agreement, that trust fund, which shall consist of the Fund divisions
described in paragraph 8.3 and Appendix A to the Plan.
1.14(b) If a trust fund is not established and maintained for the Plan
pursuant to a Trust Agreement, that separate account maintained by the Plan
Sponsor to hold and invest contributions to the Plan, which shall consist of the
Fund divisions described in paragraph 8.3 and Appendix A to the Plan.
1.15 "INACTIVE PARTICIPANT": A Participant who is not an Active
Participant.
1.16 "PARTICIPANT": An Eligible Employee who elects to participate in
the Plan, for so long as he is considered a Participant, as provided in ARTICLE
II hereof.
1.17 "PLAN": This document as contained herein or duly amended. The
plan maintained pursuant hereto shall be known as the "Cadmus Non-Qualified
Thrift Plan".
1.18 "PLAN SPONSOR": Cadmus Communications Corporation, a Virginia
corporation, or any successor thereto.
1.19 "PLAN YEAR": The calendar year.
1.20 "THRIFT ACCOUNT": The bookkeeping account of a Participant
attributable to Company Thrift Contributions and Participant Thrift
Contributions, and any deemed earnings thereon, under the Plan, consisting of
the following subdivisions:
(i) "COMPANY THRIFT ACCOUNT": The Participant's account
attributable to Non-Qualified Matching Contributions, Non-Qualified Profit
Sharing Contributions and Excess Annual Addition Contributions allocated
pursuant to ARTICLE III hereof.
(ii) "PARTICIPANT THRIFT ACCOUNT": The Participant's account
attributable to Thrift Contributions made pursuant to ARTICLE III hereof.
1.21 "THRIFT CONTRIBUTIONS": The amount of Compensation deferred by a
Participant pursuant to his election under the Plan.
1.22 "THRIFT SAVINGS PLAN": The Cadmus Thrift Savings Plan, as amended
from time to time, which plan is a defined contribution plan maintained by the
Plan Sponsor and qualified under Section 401 of the Code.
1.23 "TRUST AGREEMENT": The agreement, if any, by and between the Plan
Sponsor and the Trustee under which the Fund, if any, is maintained. No such
agreement has been entered into as of the Effective Date of the Plan.
1.24 "TRUSTEE": The person(s) serving from time to time as trustee of
the Fund pursuant to any Trust Agreement.
1.25 "VALUATION DATE": The last day of each calendar quarter of the
Plan Year and such other dates as the Administrator may designate.
1.26 "VALUATION PERIOD": The period from one Valuation Date to and
including the next following Valuation Date.
ARTICLE II
ELIGIBILITY AND PARTICIPATION
2.1 ELIGIBILITY AND COMMENCEMENT OF PARTICIPATION. Each Eligible
Employee shall be automatically be a Participant in the Plan.
2.2 ELECTION REQUIRED FOR PARTICIPATION IN THRIFT CONTRIBUTION PORTION
OF THE PLAN.
2.2(a) Active participation in the Thrift Contribution portion of the Plan
is available to each Participant who is an Eligible Employee and must be
elected. An Eligible Employee may elect to become an Active Participant by
executing a "Thrift Contribution Election" and timely filing it with the
Administrator.
2.2(b) Unless otherwise provided in the Thrift Contribution Election, any
Thrift Contribution Election shall be a continuing election applicable to
succeeding Plan Years during continued status as an Eligible Employee until
changed by the filing of a new election. If a Participant ceases to be an
Eligible Employee and thereafter again becomes an Eligible Employee, a new
election shall be required.
2.2(c) As of the beginning of a Plan Year, a Participant may file a new
Thrift Contribution Election, without any restriction on the amount or
percentage of his elected Thrift Contribution (other than those contained in the
Thrift Contribution Election). During a Plan Year, a Participant may file a new
Thrift Contribution Election which increases the amount of his Thrift
Contributions for the remainder of the Plan Year. During a Plan Year, a
Participant also may file a new Thrift Contribution Election which terminates
his Thrift Contributions for the remainder of the Plan Year, in which event he
shall not be entitled to file a new election for balance of the Plan Year.
2.2(d) Any Thrift Contribution Election must be filed by the 15th day of
the calendar month preceding the calendar month (or at such time as the
Administrator may require) before the calendar month it is to become effective.
2.3 LENGTH OF PARTICIPATION. An Eligible Employee who becomes a
Participant shall be or remain a Participant for so long as he is an Eligible
Employee with a Thrift Contribution Election in effect or he is entitled to
future benefits under the terms of the Plan.
ARTICLE III
THRIFT ACCOUNT, CONTRIBUTIONS AND ADJUSTMENTS
3.1 THRIFT ACCOUNT.
3.1(a) The Employer shall establish and maintain on its books a Thrift
Account, and appropriate subdivisions thereof, for each Participant to reflect
the Participant's Accrued Benefit under the Plan.
3.1(b) The balance in the Thrift Account of a Participant shall consist of
his Thrift Contributions credited to him under paragraph 3.2, contributions by
the Employer credited to him under paragraph 3.3, subtractions pursuant to
paragraph 3.4 and deemed earnings or loss thereon determined pursuant to
paragraph 3.5.
3.2 THRIFT CONTRIBUTIONS BY THE PARTICIPANT.
3.2(a) An Active Participant shall elect to make Thrift Contributions in
that amount or percentage of his Compensation equal to all or that portion of
his Compensation as is permitted to be contributed and as is specified by him in
his Thrift Compensation Election. The following rules shall apply:
(i) Thrift Contributions shall be based only on Compensation earned
and payable for periods the Thrift Compensation Election is in effect.
(ii) The Administrator may permit separate elections with respect to
salary, one or more bonus(es) and/or Compensation which is not
"Compensation" for purposes of the Thrift Savings Plan, may permit
deferrals on the basis of anticipated Compensation for a Plan Year, and may
permit deferral of one hundred percent (100%) of one or more bonus(es)
(subject to a reduction in the Participant's other deferrals in order not
to exceed the twelve percent (12%) of Compensation limit).
(iii) Unless otherwise permitted and elected in his Thrift
Compensation Election, Thrift Contributions based on Compensation which is
not "Compensation" for purposes of the Thrift Savings Plan shall be made as
such Compensation is otherwise due to be paid.
(iv) Thrift Contributions for a Plan Year based on Compensation
which is "Compensation" for purposes of the Thrift Savings Plan shall be
made only after the Participant has made the maximum elective deferrals
under Section 402(g) of the Code for the Plan Year or the maximum elective
contributions permitted under the terms of the Thrift Savings Plan for the
Plan Year (including any maximums based on any special limitation imposed
by the plan administrator of the Thrift Savings Plan pursuant to
subparagraph 3.6(g) of the Thrift Savings Plan).
(v) If the same Compensation is covered by a deferral election
under this Plan and the Cadmus Deferred Compensation Plan, the election
under this Plan shall be applied before the election under the Cadmus
Deferred Compensation Plan.
3.2(b) Each Thrift Contribution is intended to be an elective salary
reduction contribution which shall be withheld from a Participant's Compensation
otherwise payable to him for a Plan Year.
3.2(c) Thrift Contributions made by a Participant for a Valuation Period
shall be credited to his Thrift Account as of the date the Compensation from
which such contributions are deducted would otherwise have been paid to him.
Notwithstanding the foregoing, if the Participant does not have other
compensation from which any taxes required to be withheld with respect to his
Thrift Contributions can be withheld or the Participant does not make other
arrangements satisfactory to the Administrator for payment of the same, the
amount of the Participant's Thrift Contributions credited to his Thrift Account
under the Plan shall be reduced by any taxes required to be withheld therefrom
and not otherwise provided for.
3.3 CONTRIBUTIONS BY THE EMPLOYER.
3.3(a) With respect to each Plan Year, a Non-Qualified Matching
Contribution shall be credited by the Employer to the Company Thrift Account of
each Participant who has made Thrift Contributions for the Plan Year and who has
satisfied the service and employment benefit accrual requirements for
entitlement to a "Matching Contribution" under the Thrift Savings Plan for the
Plan Year in an amount equal to the sum of:
(i) One-half (1/2) of the first six percent (6%) of his
Compensation for the Plan Year which is not "Compensation" for purposes of
the Thrift Savings Plan and which is contributed as a Thrift Contribution
for the Plan Year, plus
(ii) One-half (1/2) of the first six percent (6%) of his
Compensation for the Plan Year which is "Compensation" for purposes of the
Thrift Savings Plan and which is contributed as a Thrift Contribution for
the Plan Year, provided that the amount determined under this clause shall
be reduced by one-half (1/2) of that percentage, if any, of the first six
percent (6%) of such Compensation for the Plan Year which he may contribute
as a "Savings Contribution" to the Thrift Savings Plan.
The Non-Qualified Matching Contribution for a Plan Year credited on behalf of a
Participant shall be allocated to his Company Thrift Account as of the later of
the last day of the Plan Year or the time as of which the "Matching
Contribution" under the Thrift Savings Plan for the Plan Year is made to the
Thrift Savings Plan.
3.3(b) With respect to each Plan Year, a Non-Qualified Profit Sharing
Contribution shall be credited to the Company Thrift Account of each Participant
who is an Eligible Employee and a Participant during the Plan Year and who has
satisfied the service and employment benefit accrual requirements for
entitlement to a "Profit Sharing Contribution" under the Thrift Savings Plan for
the Plan Year equal to the product of:
(i) The applicable "Profit Sharing Contribution" allocation rate
under the Thrift Savings Plan for the Plan Year, multiplied by
(ii) His Compensation for the Plan Year which is not "Compensation"
for purposes of the Thrift Savings Plan because of application of the
limitation on compensation imposed by Section 401(a)(17) of the Code and
because of the exclusion from covered "Compensation" under the Thrift
Savings Plan of his elective Thrift Contributions to this Plan and his
elective "Deferral Contributions" to the Cadmus Deferred Compensation Plan
(based on the normal time of payment but for such deferral election).
The Non-Qualified Profit Sharing Contribution for a Plan Year credited on behalf
of a Participant shall be allocated to his Company Thrift Account as of the
later of the last day of the Plan Year or the time as of which the "Profit
Sharing Contribution" under the Thrift Savings Plan for the Plan Year is made to
the Thrift Savings Plan.
3.3(c) With respect to each Plan Year, an Excess Annual Additions
Contribution shall be credited to the Company Thrift Account of each Participant
who is an Eligible Employee and a Participant during the Plan Year equal to the
sum of:
(i) The "Matching Contribution" and
(ii) The "Profit Sharing Contribution"
which would have been allocated to, or would have remained allocated to, his
account under the Thrift Savings Plan for such Plan Year but for the limitation
on contributions and benefits imposed by Section 415 of the Code, provided that
there shall be no duplication of contributions under this subparagraph and the
preceding subparagraphs of this paragraph. The Excess Annual Additions
Contribution for a Plan Year described in clause (i) above credited on behalf of
a Participant shall be allocated to his Company Thrift Account as of the later
of the last day of the Plan Year or the time as of which the "Matching
Contribution" under the Thrift Savings Plan for the Plan Year is made to the
Thrift Savings Plan. The Excess Annual Additions Contribution for a Plan Year
described in clause (ii) above credited on behalf of a Participant shall be
allocated to his Company Thrift Account as of the later of the last day of the
Plan Year or the time as of which the "Profit Sharing Contribution" under the
Thrift Savings Plan for the Plan Year is made to the Thrift Savings Plan.
3.3(d) The Administrator shall limit contributions under this paragraph in
any manner he deems appropriate in order that the benefits under the Plan not be
considered directly or indirectly contingent on a Participant's making or not
making "Savings Contributions" to the Thrift Savings Plan in violation of the
requirements of Section 401(k) of the Code.
3.4 SUBTRACTIONS FROM THRIFT ACCOUNT. All distributions (including any
withheld income or other taxes) shall be subtracted from a Participant's Thrift
Account and the applicable subdivision thereof when made.
3.5 CREDITING OF DEEMED EARNINGS OR LOSS TO THRIFT ACCOUNTS.
3.5(a) As of each Valuation Date, there shall be credited to each
Participant's Thrift Account an amount representing deemed earnings or loss on
the "valuation balance" of such account for the Valuation Period. A
Participant's "valuation balance" is the total of the balance in the account as
of the beginning of the Valuation Period, plus that portion, if any, of his
Thrift Contributions for the Valuation Period (as determined by the
Administrator in its discretion to approximate the portion of the Valuation
Period during which such contributions were held in the Fund during the
Valuation Period), less distributions from his account during the Valuation
Period.
3.5(b) Such deemed earnings or loss shall be determined as follows:
(i) For Valuation Periods during which the Fund is maintained and
Plan benefits may be paid therefrom because the Plan Sponsor or any other
Employer is not insolvent, such earnings or loss shall be based on the net
investment rate of return or loss of the Fund division(s) in which the
Participant's Accrued Benefit under the Plan is considered invested for the
Valuation Period, determined separately for each Fund division and the
portion of the Participant's Accrued Benefit considered invested in each
such Fund division, based on the Participant's applicable or deemed
investment directions pursuant to paragraph 8.4. The net investment rate
of return or loss means earnings or loss (including valuation changes) for
the Valuation Period of the Fund compared to the aggregate valuation
balances sharing in those earnings or loss.
(ii) For Valuation Periods during which the Fund is not maintained
or Plan benefits may not be paid therefrom because the Plan Sponsor or any
other Employer is insolvent, such earnings or loss shall be based on an
annual rate determined for each Plan Year and equal to the prime rate of
interest published in The Wall Street Journal in effect on the first day of
the Plan Year containing the period in question. If such rate is not
published for any Plan Year, the Administrator shall determine the annual
rate for such Plan Year with reference to the average prime lending rate of
NationsBank of North Carolina, N.A. or its successor, determined at the end
of each Valuation Period, less one percent.
3.6 EQUITABLE ADJUSTMENT IN CASE OF ERROR OR OMISSION. Where an error
or omission is discovered in the account of a Participant, the Administrator
shall be authorized to make such equitable adjustment as it deems appropriate.
3.7 STATEMENT OF THRIFT ACCOUNT BALANCE. Within ninety (90) days after
the end of each Plan Year and at the date a Participant's Accrued Benefit
becomes payable under the Plan, the Administrator shall provide to each
Participant (or, if deceased, to his Beneficiary) a statement of the balance as
of such date of his Accrued Benefit and the percent thereof which is vested.
ARTICLE IV
VESTING
4.1 VESTING GENERALLY.
4.1(a) The Participant Thrift Account of a Participant shall be fully
vested and non-forfeitable at all times.
4.1(b) The Company Thrift Account of a Participant shall be vested as
follows:
(i) Vesting in Company Thrift Accounts shall normally be based on
the rules for vesting in the Participant's "Matching Account" under the
Thrift Savings Plan (including, without limitation, the rules for vesting
based on the Thrift Savings Plan's vesting schedule and the rules for
vesting at attainment of normal retirement age, retirement, death or
disability), but with the cash-out, forfeiture and restoration rules
thereunder being inapplicable.
(ii) The Board of the Plan Sponsor may provide for vesting of the
Company Thrift Account of a Participant who ceases to be an Eligible
Employee due to the Participant's voluntary termination of employment with
the consent of the Board so long as such consent expressly provides for
such vesting.
(iii) All Company Thrift Accounts shall be fully vested as of the
date of termination of the Plan as to all Employers.
(iv) In the event a participating Employer ceases to participate in
the Plan, the Board of the Plan Sponsor may provide for vesting of the
Company Thrift Accounts of all affected Participants of that former
participating Employer on such basis as it may direct.
4.2 FORFEITURE OF BENEFITS. Notwithstanding any contrary provision
hereof, the non-vested portion of the Company Thrift Account of a Participant
shall be forfeited upon the Participant's voluntary or involuntary cessation of
employment with the Employer or death, but his vesting shall include any
additional vesting provided under the rules of the Thrift Savings Plan or this
Plan with respect to such cessation of employment or death.
4.3 NO RESTORATION OF FORFEITED BENEFITS. There shall be no
restoration of forfeited benefits.
4.4 DETERMINATION OF BENEFITS AFTER FORFEITURE FOLLOWED BY
RE-EMPLOYMENT. If a Participant incurs a forfeiture and subsequently is an
Eligible Employee and a Participant, a new Company Thrift Account shall be
established for the Participant to reflect his subsequent participation in the
Plan, and the Participant's vested Company Thrift Account at any time shall
equal the sum of any remaining portion of his prior vested Company Thrift
Account and his new vested Company Thrift Account at such time.
ARTICLE V
DEATH BENEFIT
5.1 DEATH AFTER BENEFIT COMMENCEMENT. If a Participant dies after his
vested Accrued Benefit has begun to be paid to him, the benefits payable under
the Plan after his death shall be the remainder of his vested Accrued Benefit,
if any, payable as provided under the form of payment being made to him at his
death. Such benefits shall be paid to his Beneficiary.
5.2 DEATH BEFORE BENEFIT COMMENCEMENT. If a Participant dies before
his vested Accrued Benefit has begun to be paid to him, his vested Accrued
Benefit under the Plan shall be paid to his Beneficiary at the time and in the
manner described in ARTICLE VI.
5.3 BENEFICIARY DESIGNATION.
5.3(a) Each Participant shall have the right to notify the Administrator
in writing of any designation of a Beneficiary to receive, if alive, benefits
under the Plan in the event of his death. Such designation may be changed from
time to time by notice in writing to the Administrator.
5.3(b) If a Participant dies without having designated a Beneficiary, or
if the Beneficiary so designated has predeceased the Participant or, except when
his Beneficiary is his spouse, cannot be located by the Administrator within one
year after the date when the Administrator commenced making a reasonable effort
to locate such Beneficiary, then his surviving spouse, or if none, then his
descendants, per stirpes, or if none, then the executor or the administrator of
his estate shall be deemed to be his Beneficiary.
5.3(c) Any Beneficiary designation may include multiple, contingent or
successive Beneficiaries and may specify the proportionate distribution to each
Beneficiary. If a Beneficiary shall survive the Participant, but shall die
before the entire benefit payable to such Beneficiary has been distributed, then
absent any other provision by the Participant, the unpaid amount of such benefit
shall be distributed to the estate of the deceased Beneficiary. If multiple
Beneficiaries are designated, absent provisions by the Participant, those named
or the survivors of them shall share equally any benefits payable under the
Plan. Any Beneficiary, including the Participant's spouse, shall be entitled to
disclaim any benefit otherwise payable to him under the Plan.
ARTICLE VII
PAYMENT OF BENEFITS
6.1 TIME AND FORM OF PAYMENT.
6.1(a) A Participant's vested Accrued Benefit shall be payable to the
Participant at the following time and in the following manner:
(i) Time of Payment - The time of payment is in the first month of
the calendar quarter following the calendar quarter of the earlier of the
Participant's retirement, disability or other cessation of employment with
the Employer.
(ii) Form of Payment - The form of payment is a lump sum payment.
Under this form of payment, the term "lump sum payment" generally means a
single payment of the entire or, as applicable, the designated portion of
the vested Accrued Benefit. In the event a vested Accrued Benefit is to be
paid in a lump sum payment and the amount thereof has not been determined,
the Administrator is authorized to make one or more interim payments prior
to the time the amount of such lump sum payment is finally determined.
6.1(b) If the Participant is deceased, payment of the Participant's entire
vested Accrued Benefit shall be made to his Beneficiary in a lump sum payment
(as defined in clause (ii) of subparagraph 6.1(a)) in the first month of the
calendar quarter following the calendar quarter of the Participant's death.
6.2 BENEFIT DETERMINATION AND PAYMENT PROCEDURE.
6.2(a) The Administrator shall make all determinations concerning
eligibility for benefits under the Plan, the time or terms of payment, and the
form or manner of payment to the Participant or, in the event of the death of
the Participant, the Participant's Beneficiary. The Administrator shall
promptly notify the Employer and, where payments are to be made by the Trustee
from the Fund, the Trustee of each such determination that benefit payments are
due and provide to the Employer and, where applicable, the Trustee all other
information necessary to allow the Employer or the Trustee, as the case may be,
to carry out said determination, whereupon the Employer or the Trustee, as the
case may be, shall pay such benefits in accordance with the Administrator's
determination.
6.2(b) Benefit payments shall normally be made from the Fund to such
payee(s), in such amounts, at such times and in such manner as the Administrator
shall from time to time direct; provided, however, that the Employer may advance
any payment due subject to a right of reimbursement from the Fund. The payor
may reserve such reasonable amount as it shall deem necessary, based upon
information provided by the Administrator upon which the payor may rely, to pay
any income or other taxes attributable to the payment or required to be withheld
from the payment. If any payment is returned unclaimed, the payor shall notify
the Administrator and shall dispose of the payment as the Administrator shall
direct.
6.2(c) Benefit payments normally shall be made in cash. However, the
benefit payee and the Administrator may mutually agree to make in-kind
distributions of assets held in the Fund.
6.3 PAYMENTS TO MINORS AND INCOMPETENTS. If a Participant or
Beneficiary entitled to receive any benefits hereunder is a minor or is adjudged
to be legally incapable of giving valid receipt and discharge for such benefits,
or is deemed so by the Administrator, benefits will be paid to such person as
the Administrator may designate for the benefit of such Participant or
Beneficiary. Such payments shall be considered a payment to such Participant or
Beneficiary and shall, to the extent made, be deemed a complete discharge of any
liability for such payments under the Plan.
6.4 DISTRIBUTION OF BENEFIT WHEN DISTRIBUTEE CANNOT BE LOCATED. The
Administrator shall make all reasonable attempts to determine the identity
and/or whereabouts of a Participant or a Participant's spouse entitled to
benefits under the Plan, including the mailing by certified mail of a notice to
the last known address shown on the Employer's or the Administrator's records.
If the Administrator is unable to locate such a person entitled to benefits
hereunder, or if there has been no claim made for such benefits, the benefit due
such person shall continue to be held under the Plan, subject to any applicable
statute of escheats.
6.5 CLAIMS PROCEDURE.
6.5(a) A Participant or Beneficiary (the "claimant") shall have the right
to request any benefit under the Plan by filing a written claim for any such
benefit with the Administrator on a form provided by the Administrator for such
purpose. The Administrator shall give such claim due consideration and shall
either approve or deny it in whole or in part. Within ninety (90) days
following receipt of such claim by the Administrator, notice of any approval or
denial thereof, in whole or in part, shall be delivered to the claimant or his
duly authorized representative or such notice of denial shall be sent by mail to
the claimant or his duly authorized representative at the address shown on the
claim form or such individual's last known address. The aforesaid ninety (90)
day response period may be extended to one hundred eighty (180) days after
receipt of the claimant's claim if special circumstances exist and if written
notice of the extension to one hundred eighty (180) days indicating the special
circumstances involved and the date by which a decision is expected to be made
is furnished to the claimant within ninety (90) days after receipt of the
claimant's claim. Any notice of denial shall be written in a manner calculated
to be understood by the claimant and shall:
(i) Set forth a specific reason or reasons for the denial,
(ii) Make specific reference to the pertinent provisions of the Plan
on which any denial of benefits is based,
(iii) Describe any additional material or information necessary for
the claimant to perfect the claim and explain why such material or
information is necessary, and
(iv) Explain the claim review procedure of subparagraph 6.5(b).
If a notice of approval or denial is not provided to the claimant within the
applicable ninety (90) day or one hundred eighty (180) day period, the
claimant's claim shall be considered denied for purposes of the claim review
procedure of subparagraph 6.5(b).
6.5(b) A Participant or Beneficiary whose claim filed pursuant to
subparagraph 6.5(a) has been denied, in whole or in part, may, within sixty (60)
days following receipt of notice of such denial, or following the expiration of
the applicable period provided for in subparagraph 6.5(a) for notifying the
claimant of the decision on the claim if no notice of denial is provided, make
written application to the Administrator for a review of such claim, which
application shall be filed with the Administrator. For purposes of such review,
the claimant or his duly authorized representative may review Plan documents
pertinent to such claim and may submit to the Administrator written issues and
comments respecting such claim. The Administrator may schedule and hold a
hearing. The Administrator shall make a full and fair review of any denial of a
claim for benefits and issue its decision thereon promptly, but no later than
sixty (60) days after receipt by the Administrator of the claimant's request for
review, or one hundred twenty (120) days after such receipt if a hearing is to
be held or if other special circumstances exist and if written notice of the
extension to one hundred twenty (120) days is furnished to the claimant within
sixty (60) days after the receipt of the claimant's request for a review. Such
decision shall be in writing, shall be delivered or mailed by the Administrator
to the claimant or his duly authorized representative in the manner prescribed
in subparagraph 6.5(a) for notices of approval or denial of claims, and shall:
(i) Include specific reasons for the decision,
(ii) Be written in a manner calculated to be understood by the
claimant, and
(iii) Contain specific references to the pertinent Plan provisions on
which the decision is based.
The Administrator's decision made in good faith shall be final.
ARTICLE VI
WITHDRAWALS
7.1 HARDSHIP WITHDRAWALS.
7.1(a) In the event of any unforeseeable emergency and upon written
request of the Participant (or, if subsequent to his death, his Beneficiary),
the Administrator in its sole discretion may direct the payment in one lump sum
to the Participant or his Beneficiary of all or any portion of the Participant's
vested Accrued Benefit which the Administrator determines is necessary to
alleviate the financial need related to the unforeseeable emergency.
7.1(b) For purposes hereof:
(i) An unforeseeable emergency shall be defined in a manner
consistent with the meaning ascribed thereto under Section 457 of the Code
as a severe financial hardship to the Participant (or, if subsequent to his
death, his Beneficiary) resulting from a sudden and unexpected illness,
accident or loss of property due to casualty, or any other similar
extraordinary and unforeseeable circumstance arising as a result of events
beyond the control of the Participant (or, if subsequent to his death, his
Beneficiary).
(ii) The existence of an unforeseeable emergency shall be determined
by the Administrator on the basis of the facts and circumstances of each
case, but, in any event, payment may not be made to the extent that the
hardship is or may be relieved:
(A) Through reimbursement or compensation by insurance or
otherwise,
(B) By liquidation of the Participant's assets, to the extent
such liquidation would not itself cause a severe financial hardship,
or
(C) By cessation of elective deferrals under the Plan.
(iii) Examples of what are not considered unforeseeable emergencies
include the need to send a Participant's child to college or the desire to
purchase a home.
7.2 NO OTHER WITHDRAWALS PERMITTED. No withdrawals or other
distributions shall be permitted except as provided in ARTICLE VI or paragraph
7.1.
ARTICLE VIII
FUNDING
8.1 FUNDING.
8.1(a) The undertaking to pay benefits hereunder shall be an unfunded
obligation payable solely from the general assets of the Employer and, subject
to the claims of the Employer's creditors, from each Employer's portion of the
Fund. Thrift Accounts shall be maintained as book reserve accounts on the books
of the Employer solely for accounting purposes. The payment obligation
hereunder (whether on not payment is made from the Fund) with respect to the
Accrued Benefit attributable to Thrift Contributions made from Compensation
payable, and other contributions made, by one Employer shall be the liability of
that Employer only, but payment thereof shall be guaranteed by the Plan Sponsor.
8.1(b) Nothing contained in the Plan or Trust Agreement and no action
taken pursuant to the provisions of the Plan or Trust Agreement shall give any
Participant or Beneficiary any right, title or interest in any specific asset or
assets of the Employer or the Fund at any time or any priority of payment in the
event of the Employer's insolvency. To the extent that any person acquires a
right to receive payments from the Employer or the Fund under the Plan, such
rights shall be no greater than the right of any unsecured general creditor of
the Employer.
8.1(c) Subject to the other provisions of this paragraph, the Plan Sponsor
shall make, or cause to be made out of the Fund, the payment of all benefits
under the Plan. The Plan Sponsor may require contributions by participating
Employers be delivered to the Plan Sponsor at such times (whether before, at or
after the time of payment), in such amounts and on such basis as it may from
time to time determine in order to defray the costs of benefits under and
administration of the Plan.
8.1(d) The Employer shall pay over contributions to the Fund at least
monthly or at such other time or times as the Plan Sponsor may direct.
8.2 USE OF TRUST.
8.2(a) Notwithstanding any provision herein to the contrary, the Plan
Sponsor may in its sole discretion direct the establishment and holding assets
in the Fund pursuant to a Trust Agreement for the purpose of providing benefits
under the Plan.
8.2(b) The Employers acknowledge that any Trust Agreement, if established,
will be established by the Plan Sponsor (who may be referred to as the Trust
Sponsor in the Trust Agreement) for the benefit of all participating Employers,
that being a participating Employer in the Plan automatically makes the Employer
an Employer for purposes of any Trust Agreement (unless the Trust Agreement
otherwise provides), and that any Trust Agreement may be amended by appropriate
action of the Plan Sponsor (without any action required by the other
participating Employers).
8.3 FUND DIVISIONS.
8.3(a) It is contemplated that the Fund will be held in divisions
(sometimes referred to as "divisions of the Fund", "Fund divisions" or
"investments funds" herein) as hereinafter provided, and each Participant's
Accrued Benefit shall be subdivided to reflect its deemed interest in each Fund
division.
8.3(b) The Fund divisions which shall be maintained in the Fund are those
regulated investment companies, collective trust funds and/or other pooled
investment funds listed from time to time on Appendix A to the Plan, each of
which shall be treated as a separate Fund division.
8.4 PARTICIPANT INVESTMENT DIRECTIONS. The Accrued Benefit of a
Participant in the Plan shall be divided or allocated to reflect the amount of
each such Participant's deemed interest in each Fund division as hereinafter
provided for the purpose of determining the earnings or loss to be credited to
his account, but any such direction shall not give the Participant any right,
title or interest in any specific asset or assets of the Fund:
8.4(a) Upon becoming a Participant without a contribution investment
direction in force, a Participant may direct that his future Directable
Contributions be invested, in whole multiples of the Permitted Direction
Percentage (equalling one hundred percent (100%) in the aggregate), in the
Available Investment Funds by filing a "contribution investment direction" with
the Administrator at such time.
8.4(b) Not later than the fifteenth (15th) day of the calendar month (or
such later date as the Administrator may designate or accept under a uniform and
non-discriminatory policy) preceding the applicable effective date:
(i) CONTRIBUTION INVESTMENT DIRECTION - A Participant may make a
"contribution investment direction" by directing that whole multiples of
the Permitted Direction Percentage (equalling one hundred percent (100%) in
the aggregate) of his future Directable Contributions be invested in the
Available Investment Funds. Any such contribution investment direction
shall be effected for contributions made after commencement of
participation or contributions, as the case may be, and thereafter as of
each subsequent Contribution Investment Direction Change Date for which
such direction is timely delivered to the Administrator (or its designee);
and/or
(ii) ACCOUNT BALANCE INVESTMENT DIRECTION - A Participant (or, if
deceased, his Beneficiary) may make an "account balance investment
direction" by directing that whole multiples of the Permitted Direction
Percentage (equalling one hundred percent (100%) in the aggregate) of his
Directable Accounts be invested in the Available Investment Funds. Any
such account balance investment direction shall be effective as of and for
the Account Balance Investment Direction Change Date for which such
direction is timely delivered to the Administrator (or its designee).
8.4(c) If or to the extent a Participant (or if deceased, his Beneficiary)
has no investment direction in effect, his Directable Contributions and
Directable Accounts shall be invested in the Default Fund designated on Appendix
A.
8.4(d) For purposes of this paragraph:
(i) The term "Account Balance Investment Direction Change Date"
means each Valuation Date.
(ii) The term "Available Investment Funds" means the investment
funds listed in Appendix A to the Plan.
(iii) The term "Directable Accounts" means the entire Accrued Benefit
of the Participant.
(iv) The term "Directable Contributions" means contributions made by
the Participant
(v) The term "Contribution Investment Direction Change Date" means
each Valuation Date.
(vi) The term "Permitted Direction Percentage" means one percent
(1%).
8.4(e) The Administrator may, on a uniform and non-discriminatory basis
from time to time, set or change the advance notice requirement for effecting
investment directions, may limit the number of investment direction changes made
in a Plan Year, may limit investment directions, if any, which can be made by
telephone, and generally may change any of the investment direction procedures.
ARTICLE IX
FIDUCIARIES
9.1 FIDUCIARIES AND DUTIES AND RESPONSIBILITIES. Authority to control
and manage the operation and administration of the Plan shall be vested in the
following persons or entities, who, together with their membership, if any,
shall be the fiduciaries under the Plan ("Fiduciaries") with those powers,
duties, and responsibilities specifically allocated to them by the Plan:
9.1(a) PLAN ADMINISTRATOR - The Plan Administrator in connection with its
fiduciary obligations and rights relating to the Plan and the Fund.
9.1(b) PLAN SPONSOR - The Plan Sponsor in connection with its fiduciary
obligations and rights relating to the Plan and the Fund.
9.1(c) TRUSTEE - The Trustee, if any, in connection with its fiduciary
obligations and rights relating to the Fund.
9.2 LIMITATION OF DUTIES AND RESPONSIBILITIES OF FIDUCIARIES. The
duties and responsibilities, and any liability therefor, of the Fiduciaries
provided for in paragraph 9.1 shall be severally limited to the duties and
responsibilities specifically allocated to each such Fiduciary in accordance
with the terms of the Plan, and there shall be no joint duty, responsibility, or
liability among any such groups of Fiduciaries in the control and management of
the operation and administration of the Plan.
9.3 SERVICE BY FIDUCIARIES IN MORE THAN ONE CAPACITY. Any person or
group of persons may serve in more than one Fiduciary capacity with respect to
the Plan.
9.4 ALLOCATION OR DELEGATION OF DUTIES AND RESPONSIBILITIES BY
FIDUCIARIES. By written agreement filed with the Administrator and the Plan
Sponsor, any duties and responsibilities of any Fiduciary may be allocated among
Fiduciaries or may be delegated to persons other than Fiduciaries. Any written
agreement shall specifically set forth the duties and responsibilities so
allocated or delegated, shall contain reasonable provisions for termination, and
shall be executed by the parties thereto.
9.5 ASSISTANCE AND CONSULTATION. A Fiduciary, and any delegate named
pursuant to paragraph 9.4, may engage agents to assist in its duties and may
consult with counsel, who may be counsel for the Employer, with respect to any
matter affecting the Plan or its obligations and responsibilities hereunder, or
with respect to any action or proceeding affecting the Plan.
9.6 COMPENSATION AND EXPENSES. All compensation and expenses of the
Fiduciaries and their agents and counsel shall be paid or reimbursed by the
Employer on such basis as the Plan Sponsor shall determine; provided, however,
that each person or committeeman serving as a Fiduciary shall serve without
compensation for such service unless otherwise determined by the Plan Sponsor
or, in the case of the Trustee, unless otherwise provided in the Trust
Agreement.
9.7 INDEMNIFICATION. The Employer, on such basis as the Plan Sponsor
shall determine, shall indemnify and hold harmless any individual who is an
employee of the Employer or an Affiliate and who is a Fiduciary or a member of a
Fiduciary under the Plan and any other individual who is an employee of the
Employer or an Affiliate and to whom duties of a Fiduciary are delegated
pursuant to paragraph 9.4, to the extent permitted by law, from and against any
liability, loss, cost or expense arising from their good faith action or
inaction in connection with their responsibilities under the Plan.
ARTICLE X
PLAN ADMINISTRATOR
10.1 APPOINTMENT OF PLAN ADMINISTRATOR. The Plan Sponsor may appoint
one or more persons to serve as the Plan Administrator (the "Administrator") for
the purpose of carrying out the duties specifically imposed on the Administrator
by the Plan and the Code. In the event more than one person is appointed, the
persons shall form a committee for the purpose of functioning as the
Administrator of the Plan. The person or committeemen serving as Administrator
shall serve for indefinite terms at the pleasure of the Plan Sponsor, and may,
by thirty (30) days prior written notice to the Plan Sponsor, terminate such
appointment. The Plan Sponsor shall inform the Trustee of any such appointment
or termination, and the Trustee may assume that any person appointed continues
in office until notified of any change.
10.2 PLAN SPONSOR AS PLAN ADMINISTRATOR. In the event that no
Administrator is appointed or in office pursuant to paragraph 10.1, the Plan
Sponsor shall be the Administrator.
10.3 PROCEDURE IF A COMMITTEE. If the Administrator is a committee, it
shall appoint from its members a Chairman and a Secretary. The Secretary shall
keep records as may be necessary of the acts and resolutions of such committee
and be prepared to furnish reports thereof to the Plan Sponsor and the Trustee.
Except as otherwise provided, all instruments executed on behalf of such
committee may be executed by its Chairman or Secretary, and the Trustee may
assume that such committee, its Chairman or Secretary are the persons who were
last designated as such to them in writing by the Plan Sponsor or its Chairman
or Secretary.
10.4 ACTION BY MAJORITY VOTE IF A COMMITTEE. If the Administrator is a
committee, its action in all matters, questions and decisions shall be
determined by a majority vote of its members qualified to act thereon. They may
meet informally or take any action without the necessity of meeting as a group.
10.5 APPOINTMENT OF SUCCESSORS. Upon the death, resignation or removal
of a person serving as, or on a committee which is, the Administrator, the
Employer may, but need not, appoint a successor.
10.6 DUTIES AND RESPONSIBILITIES OF PLAN ADMINISTRATOR. The
Administrator shall have the following duties and responsibilities under the
Plan:
10.6(a) The Administrator shall be responsible for the fulfillment of all
relevant reporting and disclosure requirements set forth in the Plan, the Code
and the Act the distribution thereof to Participants and their Beneficiaries and
the filing thereof with the appropriate governmental officials and agencies.
10.6(b) The Administrator shall maintain and retain necessary records
respecting its administration of the Plan and matters upon which disclosure is
required under the Plan, the Code and the Act.
10.6(c) The Administrator shall make any elections for the Plan required to
be made by it under the Plan, the Code and the Act.
10.6(d) The Administrator is empowered to settle claims against the Plan
and to make such equitable adjustments in a Participant's or Beneficiary's
rights or entitlements under the Plan as it deems appropriate in the event an
error or omission is discovered or claimed in the operation or administration of
the Plan.
10.6(e) The Administrator may construe the Plan, correct defects, supply
omissions or reconcile inconsistencies to the extent necessary to effectuate the
Plan and such action shall be conclusive.
10.7 POWER AND AUTHORITY. The Administrator is hereby vested with all
the power and authority necessary in order to carry out its duties and
responsibilities in connection with the administration of the Plan imposed
hereunder. For such purpose, the Administrator shall have the power to adopt
rules and regulations consistent with the terms of the Plan.
10.8 AVAILABILITY OF RECORDS. The Employer and the Trustee shall, at
the request of the Administrator, make available necessary records or other
information they possess which may be required by the Administrator in order to
carry out its duties hereunder.
10.9 NO ACTION WITH RESPECT TO OWN BENEFIT. No Administrator who is a
Participant shall take any part as the Administrator in any discretionary action
in connection with his participation as an individual. Such action shall be
taken by the remaining Administrator, if any, or otherwise by the Plan Sponsor.
ARTICLE XI
AMENDMENT AND TERMINATION OF PLAN
11.1 AMENDMENT OR TERMINATION OF THE PLAN.
11.1(a) The Plan may be terminated at any time by the Board. The Plan may
be amended in whole or in part from time to time by the Board effective as of
any date specified. No amendment or termination shall operate to decrease a
Participant's vested Accrued Benefit as of the earlier of the date on which the
amendment or termination is approved by the Board or the date on which an
instrument of amendment or termination is signed on behalf of the Plan Sponsor.
No amendment shall increase the Trustee's duties or obligations or decrease its
compensation unless contained in an amendment of, or document expressly
pertaining to, the Trust Agreement which includes the Trustee's written consent
or for which the Trustee's written consent is separately obtained. Any such
termination of or amendment to the Plan may provide for the acceleration of
payment of benefits under the Plan to one or more Participants or Beneficiaries.
Any such termination of or amendment to the Plan shall be in writing and shall
be adopted pursuant to action by the Board (including pursuant to any standing
authorization for any officer, director or committee to adopt amendments) in
accordance with its applicable procedures, including where applicable by
majority vote or consent in writing.
11.1(b) In addition, and as an alternative, to amendment of the Plan by
action of the Board, but subject to the limitations on amendment contained in
subparagraph 11.1(a), the Chief Executive Officer of the Plan Sponsor shall be
and is hereby authorized to adopt on behalf of the Board and to execute any
technical amendment or amendments to the Plan which in the opinion of counsel
for the Plan Sponsor are required by law and are deemed advisable by the Chief
Executive Officer of the Plan Sponsor and to so adopt and execute any other
discretionary amendment or amendments to the Plan which are deemed advisable by
the Chief Executive Officer of the Plan Sponsor so long as any such amendments
do not, in view of the Chief Executive Officer of the Plan Sponsor, materially
increase costs of the Plan to the Employer.
11.1(c) Termination of the Plan shall mean termination of active
participation by Participants, but shall not mean immediate payment of all
vested Accrued Benefits unless the Plan Sponsor so directs. On termination of
the Plan, the Board of the Plan Sponsor may provide for the acceleration of
payment of the vested Accrued Benefits of all affected Participants on such
basis as it may direct.
11.2 EFFECT OF EMPLOYER MERGER, CONSOLIDATION OR LIQUIDATION.
Notwithstanding the foregoing provisions of this ARTICLE XI, the merger or
liquidation of any Employer into any other Employer or the consolidation of two
(2) or more of the Employers shall not cause the Plan to terminate with respect
to the merging, liquidating or consolidating Employers, provided that the Plan
has been adopted or is continued by and has not terminated with respect to the
surviving or continuing Employer.
ARTICLE XII
MISCELLANEOUS
12.1 HEADINGS. The headings in the Plan have been inserted for
convenience of reference only and are to be ignored in any construction of the
provisions hereof.
12.2 GENDER AND NUMBER. In the construction of the Plan, the masculine
shall include the feminine or neuter and the singular shall include the plural
and vice-versa in all cases where such meanings would be appropriate.
12.3 GOVERNING LAW. The Plan and the Fund shall be construed, enforced
and administered in accordance with the laws of the Commonwealth of Virginia,
and any federal law pre-empting the same. Unless federal law specifically
addresses the issue, federal law shall not pre-empt applicable state law
preventing an individual or person claiming through him from acquiring property
or receiving benefits as a result of the death of a decedent where such
individual caused the death.
12.4 EMPLOYMENT RIGHTS. Participation in the Plan shall not give any
employee the right to be retained in the Employer's employ nor, upon dismissal
or upon his voluntary termination of employment, to have any right or interest
in the Fund other than as herein provided.
12.5 CONCLUSIVENESS OF EMPLOYER RECORDS. The records of the Employer
with respect to age, service, employment history, compensation, absences,
illnesses and all other relevant matters shall be conclusive for purposes of the
administration of the Plan.
12.6 RIGHT TO REQUIRE INFORMATION AND RELIANCE THEREON. The Plan
Sponsor and the Administrator shall have the right to require any Participant,
Beneficiary or other person receiving benefit payments to provide it with such
information, in writing, and in such form as it may deem necessary to the
administration of the Plan and may rely thereon in carrying out its duties
hereunder. Any payment to or on behalf of a Participant or Beneficiary in
accordance with the provisions of the Plan in good faith reliance upon any such
written information provided by a Participant or any other person to whom such
payment is made shall be in full satisfaction of all claims by such Participant
and his Beneficiary; and any payment to or on behalf of a Beneficiary in
accordance with the provisions of the Plan in good faith reliance upon any such
written information provided by such Beneficiary or any other person to whom
such payment is made shall be in full satisfaction of all claims by such
Beneficiary.
12.7 ALIENATION AND ASSIGNMENT. The interests of each Participant under
the Plan are not subject to claims of the Participant's creditors; and neither
the Participant, nor his Beneficiary, shall have any right to sell, assign,
transfer or otherwise convey the right to receive any payments hereunder or any
interest under the Plan, which payments and interest are expressly declared to
be non-assignable and non-transferable.
12.8 NOTICES AND ELECTIONS.
12.8(a) Except as provided in subparagraph 12.8(b), all notices required to
be given in writing and all elections, consents, applications and the like
required to be made in writing, under any provision of the Plan, shall be
invalid unless made on such forms as may be provided or approved by the
Administrator and, in the case of a notice, election, consent or application by
a Participant or Beneficiary, unless executed by the Participant or Beneficiary
giving such notice or making such election, consent or application.
12.8(b) Subject to limitations under applicable provisions of the Code or
the Act (such as the requirement that spousal consent be in writing), the
Administrator is authorized in its discretion to accept other means for receipt
of effective notices, elections, consent and/or application by Participants
and/or Beneficiaries, including but not limited to interactive voice systems, on
such basis and for such purposes as it determines from time to time.
12.9 DELEGATION OF AUTHORITY. Whenever the Plan Sponsor or any Employer
is permitted or required to perform any act, such act may be performed by its
Chief Executive Officer, its President or its Board of Directors or by any other
person duly authorized by any of the foregoing.
12.10 SERVICE OF PROCESS. The Administrator shall be the agent for
service of process on the Plan.
12.11 CONSTRUCTION. This Plan and the Fund are created for the exclusive
benefit of Eligible Employees of the Employer and their Beneficiaries and shall
be interpreted and administered in a manner consistent with their being an
unfunded deferred compensation plan maintained for a select group of management
or highly compensated employees (sometimes referred to as a "top-hat" plan)
described in Sections 201(2), 301(a)(3) and 401(a)(1) of the Act. If the fund
is maintained pursuant to a Trust Agreement, it is intended to be a grantor
trust, of which the Plan Sponsor or, if so provided, the Employer is the
grantor, within the meaning of subpart E, part I, subchapter J, chapter 1,
subtitle A of the Code, and shall be construed accordingly.
ARTICLE XIII
PARTICIPATION BY ADDITIONAL EMPLOYERS
13.1 ADOPTION BY ADDITIONAL EMPLOYERS. Any Affiliate with employees
covered by the Plan Sponsor's executive compensation plan shall automatically be
considered to adopt and participate in the Plan, unless otherwise expressly
provided by the Plan Sponsor.
13.2 TERMINATION EVENTS WITH RESPECT TO EMPLOYERS OTHER THAN THE PLAN
SPONSOR.
13.2(a) The Plan shall terminate with respect to any Employer other than
the Plan Sponsor, and such Employer shall automatically cease to be a
participating Employer in the Plan, upon the happening of any of the following
events:
(i) The Employer's ceasing to have employees covered by the Plan
Sponsor's executive compensation plan
(ii) The Employer's ceasing to be an Affiliate.
(iii) Action by the Board or Chief Executive Officer of the Plan
Sponsor terminating an Employer's participation in the Plan and specifying
the date of such termination. Notice of such termination shall be
delivered to the Administrator and the former participating Employer.
13.2(b) Termination of the Plan with respect to any Employer shall mean
termination of active participation of the Participants employed by such
Employer, but shall not mean immediate payment of all vested Accrued Benefits
with respect to the Employees of such Employer unless the Plan Sponsor so
directs. On termination of the Plan with respect to any Employer, the Board of
the Plan Sponsor may provide for the acceleration of payment of the vested
Accrued Benefits of all affected Participants of that former participating
Employer on such basis as it may direct.
IN WITNESS WHEREOF, the Plan Sponsor and each other participating Employer,
pursuant to the resolution duly adopted by its Board, has caused this Plan to be
signed on its behalf by its duly authorized officer or member of its Board of
Directors as of this 20 day of June, 1995.
CADMUS COMMUNICATIONS CORPORATION,
Plan Sponsor and participating Employer
By: /s/ C.S. Gillispie, Jr. (SEAL)
Its Chairman and CEO
<PAGE>
CADMUS NON-QUALIFIED THRIFT PLAN
APPENDIX A
(AS OF JULY 1, 1995)
LIST OF AVAILABLE INVESTMENT FUNDS
A-1.1 AVAILABLE INVESTMENT FUNDS. The Available Investments Funds, each
of which shall be considered a separate Fund division, are the following
regulated investment companies and/or collective trust funds sponsored by T.
Rowe Price Associates, Inc. or any of its affiliates (sometimes referred to as
the "T. Rowe Price investment funds" or "T. Rowe Price Fund divisions"):
(i) T. Rowe Price Stable Value Fund.
(ii) T. Rowe Price Balanced Fund.
(iii) T. Rowe Price Equity Index Fund.
(iv) T. Rowe Price International Stock Fund.
(v) T. Rowe Price Growth Stock Fund.
(vi) T. Rowe Price Small-Cap Value Fund.
A-1.2 DEFAULT FUND. The Default Fund is the T. Rowe Price Balanced Fund.
<PAGE>
FIRST AMENDMENT TO
CADMUS NON-QUALIFIED THRIFT PLAN
(AS ADOPTED EFFECTIVE JULY 1, 1995)
Pursuant to the authorization the Board of Directors of Cadmus
Communications Corporation granted to its Chief Executive Officer to establish
the Cadmus Non-Qualified Thrift Plan effective July 1, 1995 (the "Plan"), the
Chief Executive Officer hereby adopts the following amendment to the Plan, which
amendment is deemed advisable by the Chief Executive Officer in order to
substitute the T. Rowe Price Prime Reserve Fund for the T. Rowe Price Stable
Value Fund as an available Fund division on account of unavailability of the T.
Rowe Price Stable Value Fund as an investment for the Plan, and which amendment
shall be effective as of the July 1, 1995 effective date of the Plan:
1. Appendix A to the Plan, entitled "List of Available Investment Funds",
is amended in its entirety to read in the form attached hereto.
2. Any investment direction of the T. Rowe Price Stable Value Fund
automatically shall be changed to and considered a direction for the
T. Rowe Price Prime Reserve Fund by operation of this amendment.
Notwithstanding the foregoing, the Plan Administrator may permit
Participants who have directed investment of their Accrued Benefits
in the T. Rowe Price Stable Value Fund to modify their investment
direction on such basis as the Plan Administrator may deem appropriate.
IN WITNESS WHEREOF, the duly authorized Chief Executive Officer of Cadmus
Communications Corporation has signed this amendment on behalf of the Plan
Sponsor and each other participating Employer, as of this 30th day of
June, 1995.
CADMUS COMMUNICATIONS CORPORATION,
Plan Sponsor and participating Employer
By: /s/ C. STEPHENSON GILLISPIE, JR.
Its Chief Executive Officer
<PAGE>
CADMUS NON-QUALIFIED THRIFT PLAN
APPENDIX A
(AS OF JULY 1, 1995)
LIST OF AVAILABLE INVESTMENT FUNDS
A-1.1 AVAILABLE INVESTMENT FUNDS. The Available Investments Funds, each
of which shall be considered a separate Fund division, are the following
regulated investment companies and/or collective trust funds sponsored by
T. Rowe Price Associates, Inc. or any of its affiliates (sometimes referred
to as the "T. Rowe Price investment funds" or "T. Rowe Price Fund divisions"):
(i) T. Rowe Price Prime Reserve Fund (replacing the T. Rowe Price Stable
Value Fund).
(ii) T. Rowe Price Balanced Fund.
(iii) T. Rowe Price Equity Index Fund.
(iv) T. Rowe Price International Stock Fund.
(v) T. Rowe Price Growth Stock Fund.
(vi) T. Rowe Price Small-Cap Value Fund.
A-1.2 DEFAULT FUND. The Default Fund is the T. Rowe Price Balanced Fund.
EXHIBIT 10.14
[cadmus logo]
August 1, 1994
Mr. Gregory Moyer
12900 Buckeye Drive
Darnestown, MD 20878
Dear Mr. Moyer:
Cadmus Communications Corporation (the "Corporation") considers it essential
to the best interests of its shareholders to foster the continuous employment of
its key management personnel. In this connection, the Board of Directors of the
Corporation (the "Board") recognizes that the possibility of a change in control
of the Corporation may exist and that such possibility, and the uncertainty and
questions which it may raise among management, may result in the departure or
distraction of management personnel to the detriment of the Corporation and its
shareholders.
The Board has determined that appropriate steps should be taken to reinforce
and encourage the continued attention and dedication of members of the
Corporation's management, including yourself, to their assigned duties without
distraction in the face of potentially disturbing circumstances arising from the
possibility of a change in control of the Corporation.
In order to induce you to remain in the employ of the Corporation, the
Corporation agrees that you shall receive the severance benefits set forth in
this letter agreement (the "Agreement") in the event your employment with the
Corporation is terminated under the circumstances described below subsequent to
a Change in Control (as defined in Section 2) of the Corporation.
1. Certain Definitions.
(a) The "Effective Date" shall mean the first date during the Change in
Control Period (as defined in Section 1(b) on which a Change in Control occurs.
Anything in this Agreement to the contrary notwithstanding, if a Change in
Control occurs and if your employment with the Corporation is terminated prior
to the date on which the Change in Control occurs, and if it is reasonably
demonstrated by you such termination of employment (i) was at the request of a
third party who has taken steps reasonably calculated to effect the Change in
Control, or (ii) otherwise arose in connection with or anticipation of the
Change in Control, then for all purposes of this Agreement the "Effective Date"
shall mean the date immediately prior to the date of such termination of
employment.
(b) The "Change in Control Period" shall mean the period commencing on
the date hereof and ending on the second anniversary of such date; provided,
however, that commencing on the date one year after the date hereof, and on each
anniversary of such date (such date and each annual anniversary thereof shall be
hereinafter referred to as the "Renewal Date"), the Change in Control Period
shall be automatically extended as to terminate two years from such Renewal
Date, unless 60 days prior to the Renewal Date the Corporation shall give notice
to you that the Change in Control Period shall not be so extended.
2. Change in Control. No benefits shall be payable hereunder unless
there shall have been a Change in Control of the Corporation, as set forth
below. For purposes of this Agreement, a Change in Control shall mean:
(a) The acquisition by any individual, entity or group (within the
meaning Section 12(d)(3) or 14(d)(2) of the Securities Exchange Act of 1934, as
amended (the "Exchange Act")) (a "Person") of beneficial ownership (within the
meaning of Rule 13d-3 promulgated under the Corporation (the "Outstanding Cadmus
Common Stock") or (ii) the combined voting power of the then outstanding voting
securities of the Corporation entitled to vote generally in the election of
directors (the "Outstanding Cadmus Voting Securities"). Notwithstanding the
foregoing, the following acquisitions shall not constitute a Change in Control:
(i) any acquisition directly from the Corporation, (ii) any acquisition by the
Corporation, (iii) any acquisition by, or benefit distribution from any employee
benefit plan (or related trust) sponsored or maintained by the corporation or
any corporation controlled by the Corporation, (iv) any acquisition pursuant to
any compensatory stock option or stock purchase plan for employees, or (v) any
acquisition pursuant to a reorganization, merger or consolidation, if, following
such reorganization, merger or consolidation, the conditions described in
clauses (i), (ii), and (iii) of Subsection (c) of this Section 2 are satisfied;
or
(b) Individuals who, as of the date hereof, constitute the Board (the
"Incumbent Board") cease for any reason to constitute at least a majority of the
Board; provided, however, that any individual becoming a director subsequent to
the date hereof whose election or nomination for election was approved by a vote
of at least a majority of the directors then comprising the Incumbent Board
shall be considered as though such individual were a member of the Incumbent
Board (with his predecessor thereafter ceasing to be a member); or
(c) Approval by the shareholders of the Corporation of the
reorganization, merger, or consolidation of the Corporation unless, following
such reorganization, merger, or consolidation, (i) more than 60% of the then
outstanding shares of common stock and the then outstanding voting securities of
the resulting corporation is then beneficially owned by all or substantially all
of the beneficial owners, respectively, of the Outstanding Cadmus Common Stock
and Outstanding Cadmus Voting Securities immediately prior to such
reorganization, merger, or consolidation, (ii) no Person (excluding (A) the
Corporation, (B) any employee benefit plan (or related trust) of the Corporation
or such corporation resulting from such reorganization, merger, or
consolidation, and (C) any Person beneficially owing, immediately prior to such
reorganization, merger, or consolidation, 20% or more of the Outstanding Cadmus
Common Stock or Outstanding Cadmus Voting Securities, as the
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case may be) beneficially owns 20% or more of the then outstanding shares of
common stock or the combined voting power of the then outstanding voting
securities of the resulting corporation, and (iii) at least a majority of the
members of the board of directors of the resulting corporation were members of
the Incumbent Board at the time of the execution of the initial agreement
providing for such reorganization, merger, or consolidation; or
(d) Approval by the shareholders of the Corporation of (i) a complete
liquidation or dissolution of the Corporation, or (ii) the sale or other
disposition of all or substantially all of the assets of the Corporation other
than to a corporation with respect to which, following such sale or other
disposition, (A) more than 60% of the outstanding shares of common stock and the
then outstanding voting securities of such corporation is beneficially owned by
all or substantially all of the beneficial owners, respectively, of the
Outstanding Cadmus Common Stock and Outstanding Cadmus Voting Securities
immediately prior to such sale or disposition; (B) no Person (excluding (i) the
Corporation, (II) any employee benefit plan (or related trust) of the
Corporation or such corporation, and (III) any Person beneficially owing,
immediately prior to such sale or other disposition, 20% or more of the
Outstanding Cadmus Common Stock or Outstanding Cadmus Voting Securities, as the
case may be) beneficially owns 20% or more of the then outstanding shares of
commons stock or the combined voting power of the then outstanding voting
securities of such corporation, and (C) at least a majority of the members of
the board of directors of such corporation were members of the Incumbent Board
at the time of the execution of the initial agreement providing for such sale or
other disposition of the assets of the corporation.
3. Employment Period. The Corporation hereby agrees to continue, or
cause to be continued, your employment with the Corporation for the period
commencing on the Effective Date and ending on the second anniversary of such
date (the "Employment Period").
4. Termination.
(a) Your employment with the Corporation shall terminate automatically
upon your death during the Employment Period.
(b) If, as a result of your incapacity due to physical or mental illness
(as determined by the Corporation) you shall have been absent from the full-time
performance of your duties with the Corporation for six (6) consecutive months
(your "Disability"), the Corporation may give you written notice of its
intention to terminate your employment. In such event, your employment with the
Corporation shall terminate effective on the 30th day after your receipt of such
notice (the "Disability Effective Date"), provided that within 30 days after
your receipt of such notice you have not returned to full-time performance of
your duties.
(c) The Corporation may terminate your employment during the Employment
Period for Cause. For purposes hereof, "Cause shall mean (i) the willful and
continued failure by you to substantially perform your duties with the
Corporation (other than any such failure resulting from your incapacity due to
physical or mental illness or any such
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<PAGE>
actual or anticipated failure after the issuance of a Notice of Termination (as
defined in Section 4(e)) by you for Good Reason (as defined in Section 4(d)),
after a written demand for substantial performance is delivered to you by the
Board, which demand specifically identifies the manner in which the Board
believes that you have not substantially performed your duties, (ii) the willful
engagement by you in conduct which is demonstrably and materially injurious to
the Corporation, monetarily or otherwise, or (iii) your conviction of a felony
involving moral turpitude. For purposes of this subsection, no act, or failure
to act, on your part shall be deemed "willful" unless done, or omitted to be
done, by you not in good faith and without reasonable belief that your action or
omission was in the best interest of the Corporation.
(d) You may terminate your employment with the Corporation during the
Employment Period for Good Reason. For purposes of this Agreement, "Good
Reason" shall mean:
(i) the assignment to you of any duties inconsistent with the
position (including status, offices, titles, and reporting requirements)
or authority in the Corporation that you held immediately prior to the
Change in Control, or a significant adverse alteration in the nature or
status of your responsibilities or the conditions of your employment from
those in effect immediately prior to such Change in Control;
(ii) a reduction by the Corporation in your annual base salary
as in effect on the date hereof or as the same may be increased from time
to time;
(iii) the relocation of the Corporation's principal executive
officers to a location outside the Richmond Metropolitan Area or the
Corporation's requiring you to be based anywhere other than the
Corporation's principal executive offices except for required travel on
the Corporation's business to an extent substantially consistent with your
present business travel obligations;
(iv) except in the event of reasonable administrative delay, the
failure by the Corporation to pay to you any portion of your current
compensation or to pay to you any portion of an installment of deferred
compensation under any deferred compensation program of the Corporation
within seven (7) days of the date such compensation is due;
(v) the failure by the Corporation to continue in effect any
compensation plan in which you participate immediately prior to the Change
in Control that is material to your total compensation or any substitute
plans adopted prior to the Change in Control, unless an equitable
arrangement (embodied in an ongoing substitute or alternative plan) has
been made with respect to such plan, or the failure by the Corporation to
continue your participation therein (or in such substitute or alternative
plan) on a basis not materially less favorable, both in terms of the
amount or benefits provided and the level of your participation relative
to other participants, as it existed at the time of the Change in Control;
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(vi) the failure by the Corporation to continue to provide you
with benefits substantially similar to those enjoyed by you under any of
the Corporation's life insurance, medical, health and accident, or
disability plans in which you were participating at the time of the Change
in Control, the taking of any action by the Corporation which would
directly or indirectly materially reduce any such benefits or deprive you
of any material fringe benefit enjoyed by you at the time of the Change in
Control, or the failure by the Corporation to provide you with the number
of paid vacation days to which you are entitled on the basis of years of
service with the Corporation in accordance with the Corporation's normal
vacation policy in effect at the time of the Change in Control;
(vii) the failure of the Corporation to obtain a satisfactory
agreement from any successor to assume and agree to perform this
Agreement, as contemplated in Section 6 hereof; or
(viii) any purported termination of your employment that is not
effected pursuant to a Notice of Termination satisfying the requirements
of subsection (e) hereof (and, if applicable, the requirements of
Subsections (b) and (c) hereof), which purported termination shall not be
effective for purposes of this Agreement.
Your right to terminate your employment pursuant to this subsection shall
not be affected by our incapacity due to physical or mental illness and your
continued employment shall not constitute to, or a waiver of rights with respect
to, any circumstance constituting Good Reason hereunder.
(e) Any purported termination of your employment by the Corporation or
by you shall communicated by written Notice of Termination to the other party
hereto in accordance with Section 8. For purposes hereof, "Notice of
Termination" shall mean a notice which (i) indicates the specific termination
provision in this Agreement relied upon, (ii) sets forth in detail the facts and
circumstances that provide a basis for termination of your employment under the
provision so indicated, and (iii) if the Date of Termination (as defined below)
is other than the date of receipt of such notice, specifies the termination
date.
(f) "Date of Termination" means (i) if your employment is terminated by
the Corporation for Cause or is terminated by you for Good Reason, the date of
receipt of the Notice of Termination or any later date specified therein, as the
case may be, (ii) if your employment is terminated by the Corporation other than
for Cause or Disability, the Date of Termination shall be the date on which the
Corporation notifies you of such termination, and (iii) if your employment is
terminated by reason of death or Disability, the Date of Termination shall be
the date of your death or the Disability Effective Date, as the cause may be.
5. Compensation upon Termination. Following a Change in Control, you
shall be entitled to the following benefits upon termination of your employment
provided that such termination occurs during the Employment Period:
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(a) If your employment is terminated by reason of your death during the
Employment Period, this Agreement shall terminate without further obligations to
your legal representatives under this Agreement, other than for (i) payment of
your Base Salary (as defined in Section 5(g) hereof) through the Date of
Termination at the same rate in effect at such date, and (ii) all other amounts
to which you are entitled under any compensation plan or any other plan, policy,
or arrangement of the Corporation, at the time such payments are due.
(b) During any period that you fail to perform your full-time duties
with the Corporation as a result of incapacity due to physical or mental
illness, you shall continue to receive, until this Agreement is terminated
pursuant to Section 4(b) hereof, your Base Salary (as defined in Section 5(g) at
the rate in effect at the commencement of any such period, together with all
compensation payable to you under any long-term disability plan maintained by
the Corporation in your name or for your benefit or other similar plan during
such period. Thereafter, your benefits shall be determined under the
Corporation's retirement, insurance and other compensation programs then in
effect in accordance with the terms of such program; however, your receipt of
benefits under any long-term disability plan maintained by the Corporation in
your name or for your benefit will not be affected by your termination under
this Agreement.
(c) If, during the Employment Period, your employment with the
Corporation shall be terminated by the Corporation for Cause or by you other
than for Good Reason, the Corporation shall pay you your full Base Salary (as
defined in Section 5(g)) through the Date of Termination at the rate in effect
at the time Notice of Termination is given, plus all other amounts to which you
are entitled under any compensation plan of the Corporation at the time such
payments are due, and the Corporation shall have no further obligations to you
under this Agreement.
(d) If, during the Employment Period, your employment with the
Corporation shall be terminated by you for Good Reason or by the Corporation
other than for Cause, Death, or Disability, then you shall be entitled to the
benefits provided below:
(i) the Corporation shall pay to you your full Base Salary (as
defined in Section 5(g) hereof) through the Date of Termination at the rate
in effect at the time Notice of Termination is given, no later than the
fifth day following the Date of Termination, plus all other amounts to which
you are entitled under any compensation plan of the Corporation, at the time
such payments are due;
(ii) in lieu of any further salary or bonus payments to you for
periods subsequent to the Date of Termination, the Corporation shall pay as
severance to you, at the time and in the manner specified in subsection (e),
a severance payment (the "Severance Payment") equal to the product of (A)
your Base Salary (as defined in Section 5(g) hereof), and (B) a number (the
"Payment/Benefit Factor") determined by dividing by 52 the sum of (I) three
times the number of full years that you have been employed by the
Corporation, and (II) three times each $10,000 of your annual salary (that
is, excluding bonus) as in effect at the Date of Termination; provided,
however, that in no event shall such Payment/Benefit Factor be less than .5
nor greater than 2, and provided, further, that in no event shall such
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amount exceed the amount of your Base Salary (as defined in Section 5(g)),
on an undiscounted basis, which you would have received had you remained in
the employ of the Corporation until you "Normal Retirement Date" (as defined
in the Corporation's Pension Plan (or any successor thereto) (the "Pension
Plan");
(iii) a separate lump-sum supplemental retirement benefit (the
amount of such benefit shall be hereinafter referred to as the "Supplemental
Retirement Amount") equal to the difference between (A) the actuarial
equivalent (utilizing for this purpose the actuarial assumptions utilized in
determining benefit cash-outs with respect to the Corporation's Pension Plan
during the 90-day period immediately preceding the Effective Date) of the
benefit payable under the Pension Plan and any supplemental and/or excess
benefit plan of the Corporation providing benefits for you (the "SERP")
which you would receive if your employment continued at the compensation
level in effect at the Date of Termination for the remainder of the
Employment Period, assuming for this purpose that all accrued benefits are
fully vested and that benefit accrual formulas are no less advantageous to
you than those in effect during the 90-day period immediately proceeding the
Effective Date, and (B) the actuarial equivalent (utilizing for this purpose
the actuarial assumptions utilized in determining benefit cash outs with
respect to the Pension Plan during the 90-day period immediately preceding
the Effective Date) of your actual vested benefit (paid or payable), if
any, under the Pension Plan and the SERP;
(iv) Except as provided in (iii) above, your participation in, and
terminating distribution and vested rights under, the Corporation's Pension
Plan and other plans of deferred compensation shall be governed by the terms
of those respective plans;
(v) the Corporation shall pay to you all legal fees and expenses
incurred by you as a result of such termination, including all such fees and
expenses, if any, incurred in seeking to obtain or enforce any right or
benefit provided by this Agreement or in connection with any tax audit or
proceeding to the extent attributable to the application of Section 4999 of
the Internal Revenue Code of 1986, as amended (the "Code") to any payment or
benefit provided hereunder;
(vi) for a period of years (or portion thereof) (the "Payment
Period") equal to the Payment/Benefit Factor after such termination or until
your "Normal Retirement Date," whichever first occurs, the Corporation shall
arrange to provide you with life, disability, accident and group health
insurance benefits substantially similar to those which you were receiving
immediately prior to the Notice of Termination. Benefits otherwise
receivable by you pursuant to this clause (vi) shall be reduced to the
extent comparable benefits are actually received by you from any source
(including a subsequent employer) during such period following your
termination, and any such benefits actually received by you shall be
reported to the Corporation;
(vii) you shall not be entitled to payments or benefits under this
Agreement to the extent (but only to the extent) that the sum of all
payments and benefits received or to be received by you in connection with a
Change in Control
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or the termination of your employment (whether pursuant to the terms of
this Agreement ("Contract Payments") or any other plan, arrangement or
agreement with the Corporation, any person whose actions result in a Change
in Control, or any person affiliated with the Corporation or such person
(collectively with the Contract Payments, "Total Payments")) would, as
determined by tax counsel selected by the Corporation, result in "Excess
Parachute Payments" as defined in Section 280G of the Code. Furthermore,
such payments or benefits provided to you under this Agreement shall be
reduced to the extent necessary so that no portion thereof shall be subject
to the excise tax imposed by Section 4999 of the Code, but only if, by
reason of such reduction, your net after tax benefit shall exceed your net
after tax benefit if such reduction were not made. "Net after tax benefit"
shall mean the sum of (A) all payments and benefits which you receive or are
then entitled to receive from the Corporation that would constitute a
"parachute payment" within the meaning of Section 280G of the Code, less (B)
the amount of federal income taxes payable with respect to the payments and
benefits described in (A) above calculated at the maximum marginal federal
income tax rate for each year in which such payments and benefits shall be
paid to you (based upon the rate in effect for such year set forth in the
Code at the time of the first payment of the foregoing), less (C) the amount
of excise taxes imposed with respect to the payments and benefits described
in (A) above by Section 4999 of the Code; and
(viii) for a period of twelve (12) months following such
termination, the Corporation shall pay the expenses of such outplacement
services as you may require, with such services to be performed by such
agency as the Corporation shall designate.
(e) The payment provided for in subsection (d)(ii), shall be made in
lump-sum not later that the 30th day following the Date of Termination,
Notwithstanding anything contained in this Subsection (e) or in subsection
(d)(ii), you may elect to receive, in lieu of a lump-sum Severance Payment, the
benefits described in subsection (d) (ii) in equal monthly installments
commencing on the first day of the month following the Date of Termination and
ending on the first to occur of (A) the first day of the last month within the
Payment Period, or (B) the first day of the month in which occurs your "Normal
Retirement Date".
(f) Except as provided in subsection (d)(vi) hereof you shall not be
required to mitigate the amount of any payment provided for in this Section 5 by
seeking other employment or otherwise, nor shall the amount of any payment or
benefit provided for in this Section 5 be reduced by any compensation earned by
you as the result of employment by another employer, by retirement benefits, by
offset against any amount claimed to be owed by you to the Corporation, or
otherwise.
(g) For purposes of this Agreement, your "Base Salary" shall mean the
greater of (i) the annual salary and bonus paid to you by the Corporation during
the fiscal year ended June 30, 1995, or (ii) the annual salary and bonus payable
to you by the Corporation during the fiscal year in which a Change in Control
occurs.
6. Successors: Binding Agreement.
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(a) This Agreement is personal to you and without the prior written
consent of the Corporation shall not be assignable by you otherwise than by will
or the laws of descent distribution. This Agreement shall inure to the benefit
of, and be enforceable by, your legal representatives.
(b) This Agreement shall inure to the benefit of, and be binding upon,
the Corporation and its successors and assigns.
(c) The Corporation will require any successor (whether direct or
indirect, by purchase, merger, consolidation or otherwise) to all or
substantially all of the business and/or assets of the Corporation to assume
expressly and agree to perform this Agreement in the same manner and to the same
extent that the Corporation would be required to perform it if no such
succession had taken place. As used in this Agreement, "Corporation" shall mean
the Corporation as herein before defined and any successor to its business
and/or assets as aforesaid which assumes and agrees to perform this Agreement by
operation of law, or otherwise.
7. Resolution of Disputes. If there shall be any dispute between the
Corporation and you (i) in the event of any termination of your employment by
the Corporation, whether such termination was for Cause, or (ii) in the event of
any termination of employment by you, whether Good Reason existed, then, unless
and until there is a final, nonappealable judgment by a court of competent
jurisdiction declaring that such termination was for Cause or that Good Reason
did not exist for such termination by you, the Corporation shall pay all
amounts, and provide all benefits, to you and/or your family or other
beneficiaries, as the case may be, that the Corporation would be required to pay
or provide pursuant to Section 5(d) as though such termination were by the
Corporation without Cause or by you with Good Reason; provided, however, that
the Corporation shall not be required to pay any disputed amounts pursuant to
this Section 7 except upon receipt of an undertaking by or on behalf of you to
repay all such amounts to which you are ultimately adjudged by such court not to
be entitled.
8. Notice. For the purpose of this Agreement, notices and all other
communications provided for in this Agreement shall be in writing and shall be
deemed to have been duly given when delivered or mailed by United States
certified or registered mail, return receipt requested, postage prepaid,
addressed to the respective addresses set forth on the first page of this
Agreement, provided that all notice to the Corporation shall be directed to the
attention of the Board with a copy to the Secretary of the Corporation, or to
such other address either as party may have furnished to the other in writing,
in accordance herewith, except that notice of change of address shall be
effective only upon receipt.
9. Miscellaneous.
(a) This Agreement shall be governed by and construed in accordance with
the laws of the Commonwealth of Virginia, without reference to principles of
conflict of laws. The captions of this Agreement are not part of the provisions
hereof and shall have no force or effect.
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(b) The invalidity or unenforceability of any provision of this Agreement
shall not affect the validity or enforceability of any other provision of this
Agreement,
(c) The Corporation may withhold from any amounts payable under this
Agreement such Federal, State or local taxes as shall be required to be withheld
pursuant to any applicable law or regulation.
(d) Your or the Corporation's failure to insist upon strict compliance
with any provision hereof or any other provision of this Agreement or the
failure to assert any right you or the Corporation may have hereunder,
including, without imitation, your right to terminate your employment for Good
Reason pursuant to Section 4(d) or the Corporation's right to terminate your
employment of Cause pursuant to Section 4(c), shall not be deemed to be a waiver
of such provision or right of this Agreement.
(e) You and the Corporation acknowledge that, except as may otherwise
be provided under any other written agreement between you and the Corporation,
your employment by the Corporation is "at will" and if, prior to the Effective
Date, your employment with the Corporation terminates, then you shall have no
rights under this Agreement.
(f) Prior to the Effective Date, this Agreement may be amended, modified
or terminated by the Corporation only with your prior written consent. On or
after the Effective Date, this Agreement may not be amended, modified or
terminated otherwise than by written agreement executed by the parties hereto or
their respective successors and legal representatives.
10. Entire Agreement. This Agreement sets forth the entire agreement of
the parties hereto in respect of the subject matter contained herein and
supersedes all prior agreements, promises, covenants, arrangements,
communications, representations or warranties, whether oral or written, by any
officer, employee or representative or any party hereto; and any prior agreement
of the parties hereto in respect of the subject matter contained herein is
hereby terminated and cancelled.
If this letter sets forth our agreement on the subject matter hereof, kindly
sign and return to the Corporation the enclosed copy of this letter, which will
then constitute our agreement on this subject
Sincerely,
CADMUS COMMUNICATIONS CORPORATION
By: /s/ C. STEPHENSON GILLISPIE, JR.
Name:
Title:
10
Accepted and agreed to:
/s/ GREGORY MOYER
<PAGE>
[cadmus logo]
August 1, 1994
Mr. Gregory Moyer
12900 Buckeye Drive
Darnestown, MD 20878
Dear Mr. Moyer,
On this date, you and Cadmus Communications Corporation (the "Corporation")
entered into an agreement (a copy of which is attached hereto) designed to
reinforce and to encourage your continued attention and dedication to your
assigned duties without distraction by certain potentially disturbing
circumstances arising from the possibility of a change in control of the
Corporation (the "CIC Agreement"). All capitalized terms herein not otherwise
defined, shall have the meanings ascribed to them in the CIC Agreement.
Pursuant to the CIC Agreement, you are entitled to receive certain severance
and other benefits in the event that, during the Employment Period and following
a Change in Control of the Corporation, your employment with the Corporation
shall be terminated by you for Good Reason or by the Corporation other than for
Cause, Death, or Disability. Those severance and other benefits are set forth
in, and conclusively fixed by, the express terms of the CIC Agreements.
The Corporation has determined, however, that it desires to augment the
Severance Payment otherwise payable to you under Section 5(d)(ii) of the CIC
Agreement. Specifically, the Corporation shall pay to you a separate lump-sum
severance payment equal to the difference between (A) an amount equal to two
times your Base Salary, and (B) the amount payable to you pursuant to Section
5(d)(ii) of the CIC Agreement. The Corporation's intent is to provide you, by
means of a combination of Section 5(d)(ii) of the CIC Agreement and this
agreement, a severance payment equal to twice your Base Salary.
The payment, if any, to be made hereunder shall be made in a lump-sum not
later than the 30th day following the Date of Termination; provided, however,
that you may elect to receive said payment in equal monthly installments
commencing on the first day of the month following the Date of Termination and
ending on the first occur of (A) the first day of the last month within the
Payment Period or (B) the first day of the month in which occurs your Normal
Retirement Date.
Please note that the payment, if any, to be made hereunder is subject to the
"cut-back" provisions of Section 5(d)(vii) of the CIC Agreement, which
provisions are expressly incorporated herein by reference. In addition, please
note that this agreement will expire or terminate upon the earlier of (i)
December 31, 1996 or (ii) the expiration or termination of your CIC Agreement
according or pursuant to its terms.
If this letter sets forth our agreement on the subject matter hereof, kindly
sign and return to the Corporation the enclosed copy of this letter, which will
then constitute our agreement on this subject.
Sincerely,
CADMUS COMMUNICATIONS CORPORATION
By: /s/ C. STEPHENSON GILLISPIE, JR.
Name:
Title:
Accepted and agreed to:
/s/ GREGORY MOYER
<PAGE>
EXHIBIT 10.15
[cadmus logo]
April 12, 1995
Mr. Edward B. Fernstrom
551 Mount Hermon Road
Ashland, Virginia 23005
Dear Mr. Fernstrom:
Cadmus Communications Corporation (the "Corporation") considers it essential
to the best interests of its shareholders to foster the continuous employment of
its key management personnel. In this connection, the Board of Directors of the
Corporation (the "Board") recognizes that the possibility of a change in control
of the Corporation may exist and that such possibility, and the uncertainty and
questions which it may raise among management, may result in the departure or
distraction of management personnel to the detriment of the Corporation and its
shareholders.
The Board has determined that appropriate steps should be taken to reinforce
and encourage the continued attention and dedication of members of the
Corporation's management, including yourself, to their assigned duties without
distraction in the face of potentially disturbing circumstances arising from the
possibility of a change in control of the Corporation.
In order to induce you to remain in the employ of the Corporation, the
Corporation agrees that you shall receive the severance benefits set forth in
this letter agreement (the "Agreement") in the event your employment with the
Corporation is terminated under the circumstances described below subsequent to
a Change in Control (as defined in Section 2) of the Corporation.
1. Certain Definitions.
(a) The "Effective Date" shall mean the first date during the Change in
Control Period (as defined in Section 1(b) on which a Change in Control occurs.
Anything in this Agreement to the contrary notwithstanding, if a Change in
Control occurs and if your employment with the Corporation is terminated prior
to the date on which the Change in Control occurs, and if it is reasonably
demonstrated by you such termination of employment (i) was at the request of a
third party who has taken steps reasonably calculated to effect the Change in
Control, or (ii) otherwise arose in connection with or anticipation of the
Change in Control, then for all purposes of this Agreement the "Effective Date"
shall mean the date immediately prior to the date of such termination of
employment.
<PAGE>
(b) The "Change in Control Period" shall mean the period commencing on
the date hereof and ending on the second anniversary of such date; provided,
however, that commencing on the date one year after the date hereof, and on each
anniversary of such date (such date and each annual anniversary thereof shall be
hereinafter referred to as the "Renewal Date"), the Change in Control Period
shall be automatically extended as to terminate two years from such Renewal
Date, unless 60 days prior to the Renewal Date the Corporation shall give notice
to you that the Change in Control Period shall not be so extended.
2. Change in Control. No benefits shall be payable hereunder unless
there shall have been a Change in Control of the Corporation, as set forth
below. For purposes of this Agreement, a Change in Control shall mean:
(a) The acquisition by any individual, entity or group (within the
meaning Section 12(d)(3) or 14(d)(2) of the Securities Exchange Act of 1934, as
amended (the "Exchange Act")) (a "Person") of beneficial ownership (within the
meaning of Rule 13d-3 promulgated under the Corporation (the "Outstanding Cadmus
Common Stock") or (ii) the combined voting power of the then outstanding voting
securities of the Corporation entitled to vote generally in the election of
directors (the "Outstanding Cadmus Voting Securities"). Notwithstanding the
foregoing, the following acquisitions shall not constitute a Change in Control:
(i) any acquisition directly from the Corporation, (ii) any acquisition by the
Corporation, (iii) any acquisition by, or benefit distribution from any employee
benefit plan (or related trust) sponsored or maintained by the corporation or
any corporation controlled by the Corporation, (iv) any acquisition pursuant to
any compensatory stock option or stock purchase plan for employees, or (v) any
acquisition pursuant to a reorganization, merger or consolidation, if, following
such reorganization, merger or consolidation, the conditions described in
clauses (i), (ii), and (iii) of Subsection (c) of this Section 2 are satisfied;
or
(b) Individuals who, as of the date hereof, constitute the Board (the
"Incumbent Board") cease for any reason to constitute at least a majority of the
Board; provided, however, that any individual becoming a director subsequent to
the date hereof whose election or nomination for election was approved by a vote
of at least a majority of the directors then comprising the Incumbent Board
shall be considered as though such individual were a member of the Incumbent
Board (with his predecessor thereafter ceasing to be a member); or
(c) Approval by the shareholders of the Corporation of the
reorganization, merger, or consolidation of the Corporation unless, following
such reorganization, merger, or consolidation, (i) more than 60% of the then
outstanding shares of common stock and the then outstanding voting securities of
the resulting corporation is then beneficially owned by all or substantially all
of the beneficial owners, respectively, of the Outstanding Cadmus Common Stock
and Outstanding Cadmus Voting Securities immediately prior to such
reorganization, merger, or consolidation, (ii) no Person (excluding (A) the
Corporation, (B) any employee benefit plan (or related trust) of the Corporation
or such corporation resulting from such reorganization, merger, or
consolidation, and (C) any Person beneficially owing, immediately prior to such
reorganization, merger, or consolidation, 20% or more of the Outstanding Cadmus
Common Stock or Outstanding Cadmus Voting Securities, as the
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<PAGE>
case may be) beneficially owns 20% or more of the then outstanding shares of
common stock or the combined voting power of the then outstanding voting
securities of the resulting corporation, and (iii) at least a majority of the
members of the board of directors of the resulting corporation were members of
the Incumbent Board at the time of the execution of the initial agreement
providing for such reorganization, merger, or consolidation; or
(d) Approval by the shareholders of the Corporation of (i) a complete
liquidation or dissolution of the Corporation, or (ii) the sale or other
disposition of all or substantially all of the assets of the Corporation other
than to a corporation with respect to which, following such sale or other
disposition, (A) more than 60% of the outstanding shares of common stock and the
then outstanding voting securities of such corporation is beneficially owned by
all or substantially all of the beneficial owners, respectively, of the
Outstanding Cadmus Common Stock and Outstanding Cadmus Voting Securities
immediately prior to such sale or disposition; (B) no Person (excluding (i) the
Corporation, (II) any employee benefit plan (or related trust) of the
Corporation or such corporation, and (III) any Person beneficially owing,
immediately prior to such sale or other disposition, 20% or more of the
Outstanding Cadmus Common Stock or Outstanding Cadmus Voting Securities, as the
case may be) beneficially owns 20% or more of the then outstanding shares of
commons stock or the combined voting power of the then outstanding voting
securities of such corporation, and (C) at least a majority of the members of
the board of directors of such corporation were members of the Incumbent Board
at the time of the execution of the initial agreement providing for such sale or
other disposition of the assets of the corporation.
3. Employment Period. The Corporation hereby agrees to continue, or
cause to be continued, your employment with the Corporation for the period
commencing on the Effective Date and ending on the second anniversary of such
date (the "Employment Period").
4. Termination.
(a) Your employment with the Corporation shall terminate automatically
upon your death during the Employment Period.
(b) If, as a result of your incapacity due to physical or mental illness
(as determined by the Corporation) you shall have been absent from the full-time
performance of your duties with the Corporation for six (6) consecutive months
(your "Disability"), the Corporation may give you written notice of its
intention to terminate your employment. In such event, your employment with the
Corporation shall terminate effective on the 30th day after your receipt of such
notice (the "Disability Effective Date"), provided that within 30 days after
your receipt of such notice you have not returned to full-time performance of
your duties.
(c) The Corporation may terminate your employment during the Employment
Period for Cause. For purposes hereof, "Cause shall mean (i) the willful and
continued failure by you to substantially perform your duties with the
Corporation (other than any such failure resulting from your incapacity due to
physical or mental illness or any such
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<PAGE>
actual or anticipated failure after the issuance of a Notice of Termination (as
defined in Section 4(e)) by you for Good Reason (as defined in Section 4(d)),
after a written demand for substantial performance is delivered to you by the
Board, which demand specifically identifies the manner in which the Board
believes that you have not substantially performed your duties, (ii) the willful
engagement by you in conduct which is demonstrably and materially injurious to
the Corporation, monetarily or otherwise, or (iii) your conviction of a felony
involving moral turpitude. For purposes of this subsection, no act, or failure
to act, on your part shall be deemed "willful" unless done, or omitted to be
done, by you not in good faith and without reasonable belief that your action or
omission was in the best interest of the Corporation.
(d) You may terminate your employment with the Corporation during the
Employment Period for Good Reason. For purposes of this Agreement, "Good
Reason" shall mean:
(i) the assignment to you of any duties inconsistent with the
position (including status, offices, titles, and reporting requirements)
or authority in the Corporation that you held immediately prior to the
Change in Control, or a significant adverse alteration in the nature or
status of your responsibilities or the conditions of your employment from
those in effect immediately prior to such Change in Control;
(ii) a reduction by the Corporation in your annual base salary as
in effect on the date hereof or as the same may be increased from time to
time;
(iii) the relocation of the Corporation's principal executive
officers to a location outside the Richmond Metropolitan Area or the
Corporation's requiring you to be based anywhere other than the
Corporation's principal executive offices except for required travel on
the Corporation's business to an extent substantially consistent with your
present business travel obligations;
(iv) except in the event of reasonable administrative delay, the
failure by the Corporation to pay to you any portion of your current
compensation or to pay to you any portion of an installment of deferred
compensation under any deferred compensation program of the Corporation
within seven (7) days of the date such compensation is due;
(v) the failure by the Corporation to continue in effect any
compensation plan in which you participate immediately prior to the Change
in Control that is material to your total compensation or any substitute
plans adopted prior to the Change in Control, unless an equitable
arrangement (embodied in an ongoing substitute or alternative plan) has
been made with respect to such plan, or the failure by the Corporation to
continue your participation therein (or in such substitute or alternative
plan) on a basis not materially less favorable, both in terms of the
amount or benefits provided and the level of your participation relative
to other participants, as it existed at the time of the Change in Control;
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<PAGE>
(vi) the failure by the Corporation to continue to provide you
with benefits substantially similar to those enjoyed by you under any of
the Corporation's life insurance, medical, health and accident, or
disability plans in which you were participating at the time of the
Change in Control, the taking of any action by the Corporation which
would directly or indirectly materially reduce any such benefits or
deprive you of any material fringe benefit enjoyed by you at the time of
the Change in Control, or the failure by the Corporation to provide you
with the number of paid vacation days to which you are entitled on the
basis of years of service with the Corporation in accordance with the
Corporation's normal vacation policy in effect at the time of the Change
in Control;
(vii) the failure of the Corporation to obtain a satisfactory
agreement from any successor to assume and agree to perform this
Agreement, as contemplated in Section 6 hereof; or
(viii) any purported termination of your employment that is not
effected pursuant to a Notice of Termination satisfying the requirements
of subsection (e) hereof (and, if applicable, the requirements of
Subsections (b) and (c) hereof), which purported termination shall not
be effective for purposes of this Agreement.
Your right to terminate your employment pursuant to this subsection
shall not be affected by our incapacity due to physical or mental illness and
your continued employment shall not constitute to, or a waiver of rights with
respect to, any circumstance constituting Good Reason hereunder.
(e) Any purported termination of your employment by the Corporation or
by you shall communicated by written Notice of Termination to the other party
hereto in accordance with Section 8. For purposes hereof, "Notice of
Termination" shall mean a notice which (i) indicates the specific termination
provision in this Agreement relied upon, (ii) sets forth in detail the facts and
circumstances that provide a basis for termination of your employment under the
provision so indicated, and (iii) if the Date of Termination (as defined below)
is other than the date of receipt of such notice, specifies the termination
date.
(f) "Date of Termination" means (i) if your employment is terminated by
the Corporation for Cause or is terminated by you for Good Reason, the date of
receipt of the Notice of Termination or any later date specified therein, as the
case may be, (ii) if your employment is terminated by the Corporation other than
for Cause or Disability, the Date of Termination shall be the date on which the
Corporation notifies you of such termination, and (iii) if your employment is
terminated by reason of death or Disability, the Date of Termination shall be
the date of your death or the Disability Effective Date, as the cause may be.
5. Compensation upon Termination. Following a Change in Control, you
shall be entitled to the following benefits upon termination of your employment
provided that such termination occurs during the Employment Period:
5
<PAGE>
(a) If your employment is terminated by reason of your death during the
Employment Period, this Agreement shall terminate without further obligations to
your legal representatives under this Agreement, other than for (i) payment of
your Base Salary (as defined in Section 5(g) hereof) through the Date of
Termination at the same rate in effect at such date, and (ii) all other amounts
to which you are entitled under any compensation plan or any other plan, policy,
or arrangement of the Corporation, at the time such payments are due.
(b) During any period that you fail to perform your full-time duties with
the Corporation as a result of incapacity due to physical or mental illness, you
shall continue to receive, until this Agreement is terminated pursuant to
Section 4(b) hereof, your Base Salary (as defined in Section 5(g) at the rate in
effect at the commencement of any such period, together with all compensation
payable to you under any long-term disability plan maintained by the Corporation
in your name or for your benefit or other similar plan during such period.
Thereafter, your benefits shall be determined under the Corporation's
retirement, insurance and other compensation programs then in effect in
accordance with the terms of such program; however, your receipt of benefits
under any long-term disability plan maintained by the Corporation in your name
or for your benefit will not be affected by your termination under this
Agreement.
(c) If, during the Employment Period, your employment with the
Corporation shall be terminated by the Corporation for Cause or by you other
than for Good Reason, the Corporation shall pay you your full Base Salary (as
defined in Section 5(g)) through the Date of Termination at the rate in effect
at the time Notice of Termination is given, plus all other amounts to which you
are entitled under any compensation plan of the Corporation at the time such
payments are due, and the Corporation shall have no further obligations to you
under this Agreement.
(d) If, during the Employment Period, your employment with the
Corporation shall be terminated by you for Good Reason or by the Corporation
other than for Cause, Death, or Disability, then you shall be entitled to the
benefits provided below:
(i) the Corporation shall pay to you your full Base Salary (as
defined in Section 5(g) hereof) through the Date of Termination at the
rate in effect at the time Notice of Termination is given, no later than
the fifth day following the Date of Termination, plus all other amounts to
which you are entitled under any compensation plan of the Corporation, at
the time such payments are due;
(ii) in lieu of any further salary or bonus payments to you for
periods subsequent to the Date of Termination, the Corporation shall pay
as severance to you, at the time and in the manner specified in subsection
(e), a severance payment (the "Severance Payment") equal to the product of
(A) your Base Salary (as defined in Section 5(g) hereof), and (B) a number
(the "Payment/Benefit Factor") determined by dividing by 52 the sum of (I)
three times the number of full years that you have been employed by the
Corporation, and (II) three times each $10,000 of your annual salary (that
is, excluding bonus) as in effect at the Date of Termination; provided,
however, that in no event shall such Payment/Benefit Factor be less than
.5 nor greater than 2, and provided, further, that in no event shall such
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<PAGE>
amount exceed the amount of your Base Salary (as defined in Section 5(g)),
on an undiscounted basis, which you would have received had you remained
in the employ of the Corporation until you "Normal Retirement Date" (as
defined in the Corporation's Pension Plan (or any successor thereto) (the
"Pension Plan");
(iii) a separate lump-sum supplemental retirement benefit (the
amount of such benefit shall be hereinafter referred to as the
"Supplemental Retirement Amount") equal to the difference between (A) the
actuarial equivalent (utilizing for this purpose the actuarial assumptions
utilized in determining benefit cash-outs with respect to the
Corporation's Pension Plan during the 90-day period immediately preceding
the Effective Date) of the benefit payable under the Pension Plan and any
supplemental and/or excess benefit plan of the Corporation providing
benefits for you (the "SERP") which you would receive if your employment
continued at the compensation level in effect at the Date of Termination
for the remainder of the Employment Period, assuming for this purpose that
all accrued benefits are fully vested and that benefit accrual formulas
are no less advantageous to you than those in effect during the 90-day
period immediately proceeding the Effective Date, and (B) the actuarial
equivalent (utilizing for this purpose the actuarial assumptions utilized
in determining benefit cash outs with respect to the Pension Plan during
the 90-day period immediately preceding the Effective Date) of your
actual vested benefit (paid or payable), if any, under the Pension Plan
and the SERP;
(iv) Except as provided in (iii) above, your participation in,
and terminating distribution and vested rights under, the Corporation's
Pension Plan and other plans of deferred compensation shall be governed by
the terms of those respective plans;
(v) the Corporation shall pay to you all legal fees and expenses
incurred by you as a result of such termination, including all such fees
and expenses, if any, incurred in seeking to obtain or enforce any right
or benefit provided by this Agreement or in connection with any tax audit
or proceeding to the extent attributable to the application of Section
4999 of the Internal Revenue Code of 1986, as amended (the "Code") to any
payment or benefit provided hereunder;
(vi) for a period of years (or portion thereof) (the "Payment
Period") equal to the Payment/Benefit Factor after such termination or
until your "Normal Retirement Date," whichever first occurs, the
Corporation shall arrange to provide you with life, disability, accident
and group health insurance benefits substantially similar to those which
you were receiving immediately prior to the Notice of Termination.
Benefits otherwise receivable by you pursuant to this clause (vi) shall be
reduced to the extent comparable benefits are actually received by you
from any source (including a subsequent employer) during such period
following your termination, and any such benefits actually received by you
shall be reported to the Corporation;
(vii) you shall not be entitled to payments or benefits under
this Agreement to the extent (but only to the extent) that the sum of all
payments and benefits received or to be received by you in connection with
a Change in Control
7
<PAGE>
or the termination of your employment (whether pursuant to the terms of
this Agreement ("Contract Payments") or any other plan, arrangement or
agreement with the Corporation, any person whose actions result in a
Change in Control, or any person affiliated with the Corporation or such
person (collectively with the Contract Payments, "Total Payments")) would,
as determined by tax counsel selected by the Corporation, result in
"Excess Parachute Payments" as defined in Section 280G of the Code.
Furthermore, such payments or benefits provided to you under this
Agreement shall be reduced to the extent necessary so that no portion
thereof shall be subject to the excise tax imposed by Section 4999 of the
Code, but only if, by reason of such reduction, your net after tax benefit
shall exceed your net after tax benefit if such reduction were not made.
"Net after tax benefit" shall mean the sum of (A) all payments and
benefits which you receive or are then entitled to receive from the
Corporation that would constitute a "parachute payment" within the meaning
of Section 280G of the Code, less (B) the amount of federal income taxes
payable with respect to the payments and benefits described in (A) above
calculated at the maximum marginal federal income tax rate for each year
in which such payments and benefits shall be paid to you (based upon the
rate in effect for such year set forth in the Code at the time of the
first payment of the foregoing), less (C) the amount of excise taxes
imposed with respect to the payments and benefits described in (A) above
by Section 4999 of the Code; and
(viii) for a period of twelve (12) months following such
termination, the Corporation shall pay the expenses of such outplacement
services as you may require, with such services to be performed by such
agency as the Corporation shall designate.
(e) The payment provided for in subsection (d)(ii), shall be made in
lump-sum not later that the 30th day following the Date of Termination,
Notwithstanding anything contained in this Subsection (e) or in subsection
(d)(ii), you may elect to receive, in lieu of a lump-sum Severance Payment, the
benefits described in subsection (d) (ii) in equal monthly installments
commencing on the first day of the month following the Date of Termination and
ending on the first to occur of (A) the first day of the last month within the
Payment Period, or (B) the first day of the month in which occurs your "Normal
Retirement Date".
(f) Except as provided in subsection (d)(vi) hereof you shall not be
required to mitigate the amount of any payment provided for in this Section 5 by
seeking other employment or otherwise, nor shall the amount of any payment or
benefit provided for in this Section 5 be reduced by any compensation earned by
you as the result of employment by another employer, by retirement benefits, by
offset against any amount claimed to be owed by you to the Corporation, or
otherwise.
(g) For purposes of this Agreement, your "Base Salary" shall mean the
greater of (i) the annual salary and bonus paid to you by the Corporation during
the fiscal year ended June 30, 1995, or (ii) the annual salary and bonus payable
to you by the Corporation during the fiscal year in which a Change in Control
occurs.
6. Successors: Binding Agreement.
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<PAGE>
(a) This Agreement is personal to you and without the prior written
consent of the Corporation shall not be assignable by you otherwise than by will
or the laws of descent distribution. This Agreement shall inure to the benefit
of, and be enforceable by, your legal representatives.
(b) This Agreement shall inure to the benefit of, and be binding upon,
the Corporation and its successors and assigns.
(c) The Corporation will require any successor (whether direct or
indirect, by purchase, merger, consolidation or otherwise) to all or
substantially all of the business and/or assets of the Corporation to assume
expressly and agree to perform this Agreement in the same manner and to the same
extent that the Corporation would be required to perform it if no such
succession had taken place. As used in this Agreement, "Corporation" shall mean
the Corporation as herein before defined and any successor to its business
and/or assets as aforesaid which assumes and agrees to perform this Agreement by
operation of law, or otherwise.
7. Resolution of Disputes. If there shall be any dispute between the
Corporation and you (i) in the event of any termination of your employment by
the Corporation, whether such termination was for Cause, or (ii) in the event of
any termination of employment by you, whether Good Reason existed, then, unless
and until there is a final, nonappealable judgment by a court of competent
jurisdiction declaring that such termination was for Cause or that Good Reason
did not exist for such termination by you, the Corporation shall pay all
amounts, and provide all benefits, to you and/or your family or other
beneficiaries, as the case may be, that the Corporation would be required to pay
or provide pursuant to Section 5(d) as though such termination were by the
Corporation without Cause or by you with Good Reason; provided, however, that
the Corporation shall not be required to pay any disputed amounts pursuant to
this Section 7 except upon receipt of an undertaking by or on behalf of you to
repay all such amounts to which you are ultimately adjudged by such court not to
be entitled.
8. Notice. For the purpose of this Agreement, notices and all other
communications provided for in this Agreement shall be in writing and shall be
deemed to have been duly given when delivered or mailed by United States
certified or registered mail, return receipt requested, postage prepaid,
addressed to the respective addresses set forth on the first page of this
Agreement, provided that all notice to the Corporation shall be directed to the
attention of the Board with a copy to the Secretary of the Corporation, or to
such other address either as party may have furnished to the other in writing,
in accordance herewith, except that notice of change of address shall be
effective only upon receipt.
9. Miscellaneous.
(a) This Agreement shall be governed by and construed in accordance with
the laws of the Commonwealth of Virginia, without reference to principles of
conflict of laws. The captions of this Agreement are not part of the provisions
hereof and shall have no force or effect.
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<PAGE>
(b) The invalidity or unenforceability of any provision of this Agreement
shall not affect the validity or enforceability of any other provision of this
Agreement,
(c) The Corporation may withhold from any amounts payable under this
Agreement such Federal, State or local taxes as shall be required to be withheld
pursuant to any applicable law or regulation.
(d) Your or the Corporation's failure to insist upon strict compliance
with any provision hereof or any other provision of this Agreement or the
failure to assert any right you or the Corporation may have hereunder,
including, without imitation, your right to terminate your employment for Good
Reason pursuant to Section 4(d) or the Corporation's right to terminate your
employment of Cause pursuant to Section 4(c), shall not be deemed to be a waiver
of such provision or right of this Agreement.
(e) You and the Corporation acknowledge that, except as may otherwise
be provided under any other written agreement between you and the Corporation,
your employment by the Corporation is "at will" and if, prior to the Effective
Date, your employment with the Corporation terminates, then you shall have no
rights under this Agreement.
(f) Prior to the Effective Date, this Agreement may be amended, modified
or terminated by the Corporation only with your prior written consent. On or
after the Effective Date, this Agreement may not be amended, modified or
terminated otherwise than by written agreement executed by the parties hereto or
their respective successors and legal representatives.
10. Entire Agreement. This Agreement sets forth the entire agreement of
the parties hereto in respect of the subject matter contained herein and
supersedes all prior agreements, promises, covenants, arrangements,
communications, representations or warranties, whether oral or written, by any
officer, employee or representative or any party hereto; and any prior agreement
of the parties hereto in respect of the subject matter contained herein is
hereby terminated and cancelled.
If this letter sets forth our agreement on the subject matter hereof, kindly
sign and return to the Corporation the enclosed copy of this letter, which will
then constitute our agreement on this subject
Sincerely,
CADMUS COMMUNICATIONS CORPORATION
By: /s/ C. STEPHENSON GILLISPIE, JR.
Name:
Title:
10
Accepted and agreed to:
/s/ EDWARD B. FERNSTROM
<PAGE>
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[cadmus logo]
April 12, 1995
Mr. Edward B. Fernstom
551 Mount Hermon Road
Ashland, Virginia 23005
Dear Mr. Fernstrom
On this date, you and Cadmus Communications Corporation (the "Corporation")
entered into an agreement (a copy of which is attached hereto) designed to
reinforce and to encourage your continued attention and dedication to your
assigned duties without distraction by certain potentially disturbing
circumstances arising from the possibility of a change in control of the
Corporation (the "CIC Agreement"). All capitalized terms herein not otherwise
defined, shall have the meanings ascribed to them in the CIC Agreement.
Pursuant to the CIC Agreement, you are entitled to receive certain severance
and other benefits in the event that, during the Employment Period and following
a Change in Control of the Corporation, your employment with the Corporation
shall be terminated by you for Good Reason or by the Corporation other than for
Cause, Death, or Disability. Those severance and other benefits are set forth
in, and conclusively fixed by, the express terms of the CIC Agreements.
The Corporation has determined, however, that it desires to augment the
Severance Payment otherwise payable to you under Section 5(d)(ii) of the CIC
Agreement. Specifically, the Corporation shall pay to you a separate lump-sum
severance payment equal to the difference between (A) an amount equal to two
times your Base Salary, and (B) the amount payable to you pursuant to Section
5(d)(ii) of the CIC Agreement. The Corporation's intent is to provide you, by
means of a combination of Section 5(d)(ii) of the CIC Agreement and this
agreement, a severance payment equal to twice your Base Salary.
The payment, if any, to be made hereunder shall be made in a lump-sum not
later than the 30th day following the Date of Termination; provided, however,
that you may elect to receive said payment in equal monthly installments
commencing on the first day of the month following the Date of Termination and
ending on the first occur of (A) the first day of the last month within the
Payment Period or (B) the first day of the month in which occurs your Normal
Retirement Date.
Please note that the payment, if any, to be made hereunder is subject to the
"cut-back" provisions of Section 5(d)(vii) of the CIC Agreement, which
provisions are expressly incorporated herein by reference. In addition, please
note that this agreement will expire or terminate upon the earlier of (i)
December 31, 1996 or (ii) the expiration or termination of your CIC Agreement
according or pursuant to its terms.
If this letter sets forth our agreement on the subject matter hereof, kindly
sign and return to the Corporation the enclosed copy of this letter, which will
then constitute our agreement on this subject.
Sincerely,
CADMUS COMMUNICATIONS CORPORATION
By: /s/ C. STEPHENSON GILLISPIE, JR.
Name:
Title:
Accepted and agreed to:
/s/ EDWARD B. FERNSTROM
<PAGE>
EXHIBIT 11
STATEMENT REGARDING COMPUTATION OF NET INCOME PER SHARE
(in thousands, except per share data)
<TABLE>
<CAPTION>
YEARS ENDED JUNE 30,
Net income per share was computed as follows: 1995 1994 1993
<S> <C> <C> <C>
Primary:
1) Income before cumulative effect of changes in accounting principles $ 7,479 $ 4,807 $ 4,533
2) Cumulative effect of changes in accounting for:
Postretirement benefits (net of income tax benefit of $355) (532)
Income taxes 933
3) Net income $ 7,479 $ 5,208 $ 4,533
4) Weighted average common shares outstanding 6,010 5,965 5,953
5) Incremental shares under stock options computed under the treasury stock method using the
average market price of issuer's common stock during the periods 185 120 19
6) Weighted average common and common equivalent shares outstanding 6,195 6,085 5,972
7) Income per share before cumulative effect of changes in accounting principles (item 1
divided by item 6) $ 1.21 $ 0.79 $ 0.76
8) Cumulative effect of changes in accounting for postretirement benefits and income taxes 0.07
9) Net income per share (item 3 divided by item 6) $ 1.21 $ 0.86 $ 0.76
Fully diluted:
1) Income before cumulative effect of changes in accounting principles $ 7,479 $ 4,807 $ 4,533
2) Cumulative effect of changes in accounting for:
Postretirement benefits (net of income tax benefit of $355) (532)
Income taxes 933
3) Net income $ 7,479 $ 5,208 $ 4,533
4) Weighted average common shares outstanding 6,010 5,965 5,953
5) Incremental shares under stock options computed under the treasury stock method using the
market price of issuer's common stock at the end of the periods if higher than the
average market price 253 207 27
6) Weighted average common and common equivalent shares outstanding 6,263 6,172 5,980
7) Income per share before cumulative effect of changes in accounting principles (item 1
divided by item 6) $ 1.19 $ 0.78 $ 0.76
8) Cumulative effect of changes in accounting for postretirement benefits and income taxes 0.06
9) Net income per share (item 3 divided by item 6) $ 1.19 $ 0.84 $ 0.76
</TABLE>
EXHIBIT 21
SUBSIDIARIES OF THE REGISTRANT
The William Byrd Press, Incorporated, incorporated under the laws of
Virginia;
Washburn Graphics, Inc., incorporated under the laws of North Carolina;
American Graphics, Inc., incorporated under the laws of Georgia;
Cadmus Direct Marketing, Inc., incorporated under the laws of North
Carolina;
Expert Graphics, Inc., incorporated under the laws of Virginia;
Garamond/Pridemark Press, Inc., incorporated under the laws of Maryland;
Three Score, Inc., incorporated under the laws of Georgia;
Vaughan Printers, Incorporated, incorporated under the laws of Florida;
Cadmus Investment Corporation, incorporated under the laws of Delaware;
Cadmus Color Center, Inc., incorporated under the laws of Virginia;
Tuff Stuff Publications, Inc., incorporated under the laws of Virginia;
Cadmus Marketing, Inc., incorporated under the laws of Virginia;
Marblehead Communications, Inc., incorporated under the laws of Delaware;
VSUB Holding Company, incorporated under the laws of Virginia;
Cadmus Journal Services, Inc., incorporated under the laws of Virginia;
Ronald James Direct, Inc., incorporated under the laws of Oregon;
Cadmus Interactive, Inc., incorporated under the laws of Georgia;
Cadmus Printing Group, Inc. incorporated under the laws of Virginia;
Cadmus Marketing Group, Inc., incorporated under the laws of Virginia; and
Cadmus Publishing Group, Inc., incorporated under the laws of Virginia.
EXHIBIT 23.1
Consent of Independent Public Accountants
As independent public accountants, we hereby consent to the incorporation of our
reports included in this Form 10-K, into the Company's previously filed
registration Statement File No. 033-56653.
ARTHUR ANDERSEN LLP
Richmond, Virginia,
September 13, 1995
EXHIBIT 23.2
CONSENT OF INDEPENDENT ACCOUNTANTS
We consent to the incorporation by reference in the registration statement of
Cadmus Communications Corporation on Form S-8 (File No. 033-56653), of our
report dated August 2, 1994 on our audits of the consolidated financial
statements and financial statement schedules of Cadmus Communications
Corporation and Subsidiaries as of June 30, 1994, and for the years ended June
30, 1994 and 1993, which report is included in this Annual Report on Form 10-K.
COOPERS & LYBRAND L.L.P.
Richmond, Virginia
September 14, 1995
<PAGE>
Exhibit 24
POWER OF ATTORNEY
I, Robert I. Dalton, Jr., do hereby constitute and appoint C.
Stephenson Gillispie, Jr., Michael Dinkins, David E. Bosher and Bruce V.
Thomas, my true and lawful attorneys-in-fact, any of whom acting singly is
hereby authorized for me and in my name and on my behalf as a director and/or
officer of Cadmus Communications Corporation ("Cadmus"), to act and to execute
any and all instruments as such attorneys or attorney deem necessary or
advisable to enable Cadmus to comply with the Securities Exchange Act of 1934,
and any rules, regulations, policies or requirements of the Securities and
Exchange Commission (the "Commission") in respect thereof, in connection with
the preparation and filing with the Commission of Cadmus' Annual Report on
Form 10-K for the fiscal year ended June 30, 1995, and any and all amendments
to such Report, together with such other supplements, statements, instruments
and documents as such attorneys or attorney deem necessary or appropriate.
I do hereby ratify and confirm all my said attorneys or attorney
shall do or cause to be done by the virtue hereof.
WITNESS the execution hereof this 26th day of July, 1995.
/s/ Robert I. Dalton, Jr. (SEAL)
<PAGE>
POWER OF ATTORNEY
I, Lee P. Dudley, do hereby constitute and appoint C. Stephenson
Gillispie, Jr., Michael Dinkins, David E. Bosher and Bruce V. Thomas, my true
and lawful attorneys-in-fact, any of whom acting singly is hereby authorized
for me and in my name and on my behalf as a director and/or officer of Cadmus
Communications Corporation ("Cadmus"), to act and to execute any and all
instruments as such attorneys or attorney deem necessary or advisable to
enable Cadmus to comply with the Securities Exchange Act of 1934, and any
rules, regulations, policies or requirements of the Securities and Exchange
Commission (the "Commission") in respect thereof, in connection with the
preparation and filing with the Commission of Cadmus' Annual Report on Form
10-K for the fiscal year ended June 30, 1995, and any and all amendments to
such Report, together with such other supplements, statements, instruments and
documents as such attorneys or attorney deem necessary or appropriate.
I do hereby ratify and confirm all my said attorneys or attorney
shall do or cause to be done by the virtue hereof.
WITNESS the execution hereof this 21st day of July, 1995.
/s/ Lee P. Dudley (SEAL)
<PAGE>
POWER OF ATTORNEY
I, Price H. Gwynn, III, do hereby constitute and appoint C.
Stephenson Gillispie, Jr., Michael Dinkins, David E. Bosher and Bruce V.
Thomas, my true and lawful attorneys-in-fact, any of whom acting singly is
hereby authorized for me and in my name and on my behalf as a director and/or
officer of Cadmus Communications Corporation ("Cadmus"), to act and to execute
any and all instruments as such attorneys or attorney deem necessary or
advisable to enable Cadmus to comply with the Securities Exchange Act of 1934,
and any rules, regulations, policies or requirements of the Securities and
Exchange Commission (the "Commission") in respect thereof, in connection with
the preparation and filing with the Commission of Cadmus' Annual Report on
Form 10-K for the fiscal year ended June 30, 1995, and any and all amendments
to such Report, together with such other supplements, statements, instruments
and documents as such attorneys or attorney deem necessary or appropriate.
I do hereby ratify and confirm all my said attorneys or attorney
shall do or cause to be done by the virtue hereof.
WITNESS the execution hereof this 23rd day of July, 1995.
/s/ Price H. Gwynn, III (SEAL)
<PAGE>
POWER OF ATTORNEY
I, Jeanne M. Liedtka, do hereby constitute and appoint C.
Stephenson Gillispie, Jr., Michael Dinkins, David E. Bosher and Bruce V.
Thomas, my true and lawful attorneys-in-fact, any of whom acting singly is
hereby authorized for me and in my name and on my behalf as a director and/or
officer of Cadmus Communications Corporation ("Cadmus"), to act and to execute
any and all instruments as such attorneys or attorney deem necessary or
advisable to enable Cadmus to comply with the Securities Exchange Act of 1934,
and any rules, regulations, policies or requirements of the Securities and
Exchange Commission (the "Commission") in respect thereof, in connection with
the preparation and filing with the Commission of Cadmus' Annual Report on
Form 10-K for the fiscal year ended June 30, 1995, and any and all amendments
to such Report, together with such other supplements, statements, instruments
and documents as such attorneys or attorney deem necessary or appropriate.
I do hereby ratify and confirm all my said attorneys or attorney
shall do or cause to be done by the virtue hereof.
WITNESS the execution hereof this 6th day of September, 1995.
/s/ Jeanne M. Liedtka (SEAL)
<PAGE>
POWER OF ATTORNEY
I, Frank G. Louthan, Jr., do hereby constitute and appoint C.
Stephenson Gillispie, Jr., Michael Dinkins, David E. Bosher and Bruce V.
Thomas, my true and lawful attorneys-in-fact, any of whom acting singly is
hereby authorized for me and in my name and on my behalf as a director and/or
officer of Cadmus Communications Corporation ("Cadmus"), to act and to execute
any and all instruments as such attorneys or attorney deem necessary or
advisable to enable Cadmus to comply with the Securities Exchange Act of 1934,
and any rules, regulations, policies or requirements of the Securities and
Exchange Commission (the "Commission") in respect thereof, in connection with
the preparation and filing with the Commission of Cadmus' Annual Report on
Form 10-K for the fiscal year ended June 30, 1995, and any and all amendments
to such Report, together with such other supplements, statements, instruments
and documents as such attorneys or attorney deem necessary or appropriate.
I do hereby ratify and confirm all my said attorneys or attorney
shall do or cause to be done by the virtue hereof.
WITNESS the execution hereof this 2nd day of August, 1995.
/s/ Frank G. Louthan, Jr. (SEAL)
<PAGE>
POWER OF ATTORNEY
I, John D. Munford, II, do hereby constitute and appoint C.
Stephenson Gillispie, Jr., Michael Dinkins, David E. Bosher and Bruce V.
Thomas, my true and lawful attorneys-in-fact, any of whom acting singly is
hereby authorized for me and in my name and on my behalf as a director and/or
officer of Cadmus Communications Corporation ("Cadmus"), to act and to execute
any and all instruments as such attorneys or attorney deem necessary or
advisable to enable Cadmus to comply with the Securities Exchange Act of 1934,
and any rules, regulations, policies or requirements of the Securities and
Exchange Commission (the "Commission") in respect thereof, in connection with
the preparation and filing with the Commission of Cadmus' Annual Report on
Form 10-K for the fiscal year ended June 30, 1995, and any and all amendments
to such Report, together with such other supplements, statements, instruments
and documents as such attorneys or attorney deem necessary or appropriate.
I do hereby ratify and confirm all my said attorneys or attorney
shall do or cause to be done by the virtue hereof.
WITNESS the execution hereof this 24th day of July, 1995.
/s/ John D. Munford, II (SEAL)
<PAGE>
POWER OF ATTORNEY
I, John C. Purnell, Jr., do hereby constitute and appoint C.
Stephenson Gillispie, Jr., Michael Dinkins, David E. Bosher and Bruce V.
Thomas, my true and lawful attorneys-in-fact, any of whom acting singly is
hereby authorized for me and in my name and on my behalf as a director and/or
officer of Cadmus Communications Corporation ("Cadmus"), to act and to execute
any and all instruments as such attorneys or attorney deem necessary or
advisable to enable Cadmus to comply with the Securities Exchange Act of 1934,
and any rules, regulations, policies or requirements of the Securities and
Exchange Commission (the "Commission") in respect thereof, in connection with
the preparation and filing with the Commission of Cadmus' Annual Report on
Form 10-K for the fiscal year ended June 30, 1995, and any and all amendments
to such Report, together with such other supplements, statements, instruments
and documents as such attorneys or attorney deem necessary or appropriate.
I do hereby ratify and confirm all my said attorneys or attorney
shall do or cause to be done by the virtue hereof.
WITNESS the execution hereof this 31st day of July, 1995.
/s/ John C. Purnell, Jr. (SEAL)
<PAGE>
POWER OF ATTORNEY
I, Russell M. Robinson, II, do hereby constitute and appoint C.
Stephenson Gillispie, Jr., Michael Dinkins, David E. Bosher and Bruce V.
Thomas, my true and lawful attorneys-in-fact, any of whom acting singly is
hereby authorized for me and in my name and on my behalf as a director and/or
officer of Cadmus Communications Corporation ("Cadmus"), to act and to execute
any and all instruments as such attorneys or attorney deem necessary or
advisable to enable Cadmus to comply with the Securities Exchange Act of 1934,
and any rules, regulations, policies or requirements of the Securities and
Exchange Commission (the "Commission") in respect thereof, in connection with
the preparation and filing with the Commission of Cadmus' Annual Report on
Form 10-K for the fiscal year ended June 30, 1995, and any and all amendments
to such Report, together with such other supplements, statements, instruments
and documents as such attorneys or attorney deem necessary or appropriate.
I do hereby ratify and confirm all my said attorneys or attorney
shall do or cause to be done by the virtue hereof.
WITNESS the execution hereof this 24th day of July, 1995.
/s/ Russell M. Robinson, II (SEAL)
<PAGE>
POWER OF ATTORNEY
I, Wallace Stettinius, do hereby constitute and appoint C.
Stephenson Gillispie, Jr., Michael Dinkins, David E. Bosher and Bruce V.
Thomas, my true and lawful attorneys-in-fact, any of whom acting singly is
hereby authorized for me and in my name and on my behalf as a director and/or
officer of Cadmus Communications Corporation ("Cadmus"), to act and to execute
any and all instruments as such attorneys or attorney deem necessary or
advisable to enable Cadmus to comply with the Securities Exchange Act of 1934,
and any rules, regulations, policies or requirements of the Securities and
Exchange Commission (the "Commission") in respect thereof, in connection with
the preparation and filing with the Commission of Cadmus' Annual Report on
Form 10-K for the fiscal year ended June 30, 1995, and any and all amendments
to such Report, together with such other supplements, statements, instruments
and documents as such attorneys or attorney deem necessary or appropriate.
I do hereby ratify and confirm all my said attorneys or attorney
shall do or cause to be done by the virtue hereof.
WITNESS the execution hereof this 31st day of July, 1995.
/s/ Wallace Stettinius (SEAL)
<PAGE>
POWER OF ATTORNEY
I, Bruce A. Walker, do hereby constitute and appoint C. Stephenson
Gillispie, Jr., Michael Dinkins, David E. Bosher and Bruce V. Thomas, my true
and lawful attorneys-in-fact, any of whom acting singly is hereby authorized
for me and in my name and on my behalf as a director and/or officer of Cadmus
Communications Corporation ("Cadmus"), to act and to execute any and all
instruments as such attorneys or attorney deem necessary or advisable to
enable Cadmus to comply with the Securities Exchange Act of 1934, and any
rules, regulations, policies or requirements of the Securities and Exchange
Commission (the "Commission") in respect thereof, in connection with the
preparation and filing with the Commission of Cadmus' Annual Report on Form
10-K for the fiscal year ended June 30, 1995, and any and all amendments to
such Report, together with such other supplements, statements, instruments and
documents as such attorneys or attorney deem necessary or appropriate.
I do hereby ratify and confirm all my said attorneys or attorney
shall do or cause to be done by the virtue hereof.
WITNESS the execution hereof this 25th day of July, 1995.
/s/ Bruce A. Walker (SEAL)
<PAGE>
POWER OF ATTORNEY
I, John W. Rosenblum, do hereby constitute and appoint C.
Stephenson Gillispie, Jr., Michael Dinkins, David E. Bosher and Bruce V.
Thomas, my true and lawful attorneys-in-fact, any of whom acting singly is
hereby authorized for me and in my name and on my behalf as a director and/or
officer of Cadmus Communications Corporation ("Cadmus"), to act and to execute
any and all instruments as such attorneys or attorney deem necessary or
advisable to enable Cadmus to comply with the Securities Exchange Act of 1934,
and any rules, regulations, policies or requirements of the Securities and
Exchange Commission (the "Commission") in respect thereof, in connection with
the preparation and filing with the Commission of Cadmus' Annual Report on
Form 10-K for the fiscal year ended June 30, 1995, and any and all amendments
to such Report, together with such other supplements, statements, instruments
and documents as such attorneys or attorney deem necessary or appropriate.
I do hereby ratify and confirm all my said attorneys or attorney
shall do or cause to be done by the virtue hereof.
WITNESS the execution hereof this 27th day of July, 1995.
/s/ John W. Rosenblum (SEAL)
<PAGE>
POWER OF ATTORNEY
I, Frank Daniels, III, do hereby constitute and appoint C.
Stephenson Gillispie, Jr., Michael Dinkins, David E. Bosher and Bruce V.
Thomas, my true and lawful attorneys-in-fact, any of whom acting singly is
hereby authorized for me and in my name and on my behalf as a director and/or
officer of Cadmus Communications Corporation ("Cadmus"), to act and to execute
any and all instruments as such attorneys or attorney deem necessary or
advisable to enable Cadmus to comply with the Securities Exchange Act of 1934,
and any rules, regulations, policies or requirements of the Securities and
Exchange Commission (the "Commission") in respect thereof, in connection with
the preparation and filing with the Commission of Cadmus' Annual Report on
Form 10-K for the fiscal year ended June 30, 1995, and any and all amendments
to such Report, together with such other supplements, statements, instruments
and documents as such attorneys or attorney deem necessary or appropriate.
I do hereby ratify and confirm all my said attorneys or attorney
shall do or cause to be done by the virtue hereof.
WITNESS the execution hereof this 24th day of July, 1995.
/s/ Frank Daniels, III (SEAL)
<TABLE> <S> <C>
<ARTICLE> 5
<S> <C>
<PERIOD-TYPE> YEAR
<FISCAL-YEAR-END> JUN-30-1995
<PERIOD-END> JUN-30-1995
<CASH> 226
<SECURITIES> 0
<RECEIVABLES> 58,357
<ALLOWANCES> 1,153
<INVENTORY> 16,308
<CURRENT-ASSETS> 76,319
<PP&E> 161,359
<DEPRECIATION> 76,789
<TOTAL-ASSETS> 171,570
<CURRENT-LIABILITIES> 43,906
<BONDS> 53,961
<COMMON> 3,051
0
0
<OTHER-SE> 58,867
<TOTAL-LIABILITY-AND-EQUITY> 171,570
<SALES> 279,641
<TOTAL-REVENUES> 279,641
<CGS> 209,415
<TOTAL-COSTS> 209,415
<OTHER-EXPENSES> 21
<LOSS-PROVISION> 860
<INTEREST-EXPENSE> 5,351
<INCOME-PRETAX> 12,682
<INCOME-TAX> 5,203
<INCOME-CONTINUING> 7,479
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 7,479
<EPS-PRIMARY> 1.21
<EPS-DILUTED> 1.19
</TABLE>