REGISTRATION NO. 33-_______
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
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Cadmus Communications Corporation
(Exact name of issuer as specified in its charter)
VIRGINIA 54-1274108
(State or other jurisdiction of (I.R.S. Employer Identification No.)
incorporation or organization)
6620 West Broad Street, Suite 240
Richmond, Virginia 23230
(Address of principal executive offices)
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Cadmus Communications Corporation
1990 Long Term Incentive Stock Plan
(Full title of the plan)
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BRUCE V. THOMAS, ESQUIRE
Vice President and
Chief Financial Officer
6620 West Broad Street, Suite 240
Richmond, Virginia 23230
(804) 287-5680
(Name, address, including zip code, and telephone number,
including area code, of agent for service)
With a copy to:
C. Porter Vaughan, III, Esquire
Hunton & Williams
Riverfront Plaza, East Tower
951 East Byrd Street
Richmond, Virginia 23219
(804) 788-8661
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CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
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Proposed maximum Proposed maximum
Title of securities Amount to be offering price aggregate Amount of
to be registered registered per share(1) offering price(1) registration fee
- -----------------------------------------------------------------------------------------------------------------------------
<S> <C>
Common Stock, $.50 par 360,000 shares $16.0625 $5,782,500 $1,752.28
value
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(1) Estimated solely for the purpose of computing the registration fee.
This amount was calculated pursuant to Rule 457(c) on the basis of $16.0625 per
share, which was the average of the high and low prices of the Registrant's
Common Stock on March 7, 1997, as reported on the National Association of
Securities Dealers Automated Quotation National Market System.
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</TABLE>
1
<PAGE>
CADMUS COMMUNICATIONS CORPORATION
The contents of Registration Statement File No. 33-56653, filed with
the Securities and Exchange Commission on November 30, 1994, is incorporated
herein by reference.
This Registration Statement relates to the registration of shares of
Common Stock of Cadmus Communications Corporation to be issued pursuant to the
Cadmus Communications Corporation 1990 Long Term Incentive Stock Plan.
ITEM 8. EXHIBITS.
The following exhibits are filed as a part of this Registration
Statement:
Exhibit No.
4.1 Restated Articles of Incorporation of Cadmus Communications
Corporation, as amended (incorporated by reference to Exhibit
3.1 of the Form 10-K for the fiscal year ended June 30, 1993).
4.2 Bylaws of Cadmus Communications Corporation (incorporated by
reference to Exhibit 3.2 of the Form 10-Q for the fiscal
quarter ended March 31, 1995).
4.3 Cadmus Communications Corporation 1990 Long Term Incentive
Stock Plan, as amended (incorporated by reference to Cadmus'
Proxy Statement on Schedule 14A for the year ended June 30,
1996).
5 Opinion of Hunton & Williams dated March 11, 1997 with respect
to the validity of the securities being registered, filed
herewith.
23.1 Consent of Hunton & Williams (included in the opinion filed as
Exhibit 5 to this Registration Statement).
23.2 Consent of Arthur Andersen LLP, Independent Public Accountants
dated March 7, 1997, filed herewith.
23.3 Consent of Coopers and Lybrand L.L.P., Independent Public
Accountants dated March 10, 1997, filed herewith.
24 Powers of Attorney (contained on the signature page of this
Registration Statement).
2
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SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the
undersigned certifies that it has reasonable grounds to believe that it meets
all of the requirements for filing on Form S-8 and has duly caused this
Registration Statement to be signed on its behalf by the undersigned, thereunto
duly authorized, in the County of Henrico, Commonwealth of Virginia, on the 14th
day of February, 1997.
CADMUS COMMUNICATIONS CORPORATION
By /s/ C. Stephenson Gillispie, Jr.
--------------------------------
C. Stephenson Gillispie, Jr.
Chairman of the Board,
President and Chief Executive Officer
3
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POWERS OF ATTORNEY
Each person whose signature appears below hereby constitutes and
appoints each of C. Stephenson Gillispie, Jr. and Bruce V. Thomas, Esquire, his
or her true and lawful attorney-in-fact to sign on his or her behalf any and all
amendments (including post-effective amendments) to this Registration Statement
which such attorney-in-fact may deem appropriate or necessary and to cause the
same to be filed with the Securities and Exchange Commission.
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed below by the following persons in the
capacities indicated on the 14th day of February, 1997.
SIGNATURE TITLE
/s/ C. Stephenson Gillispie, Jr. Chairman of the Board, President,
- -------------------------------- and Chief Executive Officer
C. Stephenson Gillispie, Jr. (Principal Executive Officer)
/s/ Bruce V. Thomas Vice President and Chief
- -------------------------------- Financial Officer (Principal
Bruce V. Thomas Financial Officer and Principal
Accounting Officer)
Director
- --------------------------------
Frank Daniels, III
Director
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Price H. Gwynn, III
/s/ Jeanne M. Liedtka Director
- --------------------------------
Jeanne M. Liedtka
/s/ J. D. Munford Director
- --------------------------------
John D. Munford, II
/s/ John C. Purnell, Jr. Director
- --------------------------------
John C. Purnell, Jr.
/s/ Russell M. Robinson, II Director
- --------------------------------
Russell M. Robinson, II
Director
- --------------------------------
John W. Rosenblum
/s/ Wallace Stettinius Director
- --------------------------------
Wallace Stettinius
Director
- --------------------------------
Bruce A. Walker
4
<PAGE>
EXHIBIT INDEX
Exhibit No.
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4.1 Restated Articles of Incorporation of Cadmus Communications
Corporation, as amended (incorporated by reference to Exhibit
3.1 of the Form 10-K for the fiscal year ended June 30, 1993).
4.2 Bylaws of Cadmus Communications Corporation (incorporated by
reference to Exhibit 3.2 of the Form 10-Q for the fiscal
quarter ended March 31, 1995).
4.3 Cadmus Communications Corporation 1990 Long Term Incentive
Stock Plan, as amended (incorporated by reference to Cadmus'
Proxy Statement on Schedule 14A for the year ended June 30,
1996).
5 Opinion of Hunton & Williams dated March 11, 1997 with respect
to the validity of the securities being registered, filed
herewith.
23.1 Consent of Hunton & Williams (included in the opinion filed as
Exhibit 5 to this Registration Statement).
23.2 Consent of Arthur Andersen LLP, Independent Public Accountants
dated March 7, 1997, filed herewith.
23.3 Consent of Coopers and Lybrand L.L.P., Independent Public
Accountants dated March 10, 1997, filed herewith.
24 Powers of Attorney (contained on the signature page of this
Registration Statement).
EXHIBIT 5
FILE NO.: 47353.000006
March 11, 1997
The Board of Directors
Cadmus Communications Corporation
6620 West Broad Street, Suite 240
Richmond, VA 23230
CADMUS COMMUNICATIONS CORPORATION
REGISTRATION STATEMENT ON FORM S-8
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Ladies and Gentlemen:
We have acted as Virginia counsel to Cadmus Communications Corporation,
a Virginia corporation (the "Company"), in connection with the preparation and
filing of a registration statement under the Securities Act of 1933, as amended,
with respect to 360,000 shares of the Company's Common Stock, $.50 par value per
share (the "Shares"), to be offered pursuant to the Cadmus Communications
Corporation 1990 Long Term Incentive Stock Plan (the "Plan").
In rendering this opinion, we have relied upon, among other things, our
examination of the Plan and of such records of the Company and certificates of
its officers and of public officials as we have deemed necessary. In connection
with the filing of such registration statement, we are of the opinion that:
1. The Company is duly incorporated, validly existing and in good
standing under the laws of the Commonwealth of Virginia; and
2. The Shares have been duly authorized and, when issued in accordance
with the terms of the Plan and any related Agreement (as defined in the Plan),
will be validly issued, fully paid and nonassessable.
We hereby consent to the filing of this opinion with the Securities and
Exchange Commission as an exhibit to such registration statement.
Very truly yours,
/s/ Hunton & Williams
EXHIBIT 23.2
CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS
As independent public accountants, we hereby consent to the incorporation by
reference in this registration statement of our reports dated September 30,
1996, included in Cadmus Communications Corporation's Form 10-K for the year
ended June 30, 1996, and to all references to our Firm included in this
registration statement. It should be noted that we have not audited any
financial statements of Cadmus Communications Corporation subsequent to June 30,
1996, or performed any audit procedures subsequent to the date of our report.
/s/ Arthur Andersen LLP
ARTHUR ANDERSEN LLP
Richmond, Virginia
March 7, 1997
EXHIBIT 23.3
CONSENT OF INDEPENDENT ACCOUNTANTS
We consent to the incorporation by reference in this Registration Statement on
Form S-8, pertaining to the 1990 Long-Term Incentive Stock Plan of Cadmus
Communications Corporation, of our report dated August 2, 1994, on our audit of
the consolidated statements of income and cash flows and the financial statement
schedule of Cadmus Communications Corporation and Subsidiaries (the "Company")
for the year ended June 30, 1994, which report is included in the Annual Report
on Form 10-K of the Company for the fiscal year ended June 30, 1996.
/s/ Coopers & Lybrand L.L.P.
Richmond, Virginia
March 10, 1997
