8-K, 1998-11-25
Previous: FIDELITY INVESTMENT TRUST, 497, 1998-11-25

                                  UNITED STATES
                             WASHINGTON, D.C. 20549


                                    Form 8-K


                       THE SECURITIES EXCHANGE ACT OF 1934

       Date of Report (Date of earliest event reported) November 12, 1998

             (Exact name of registrant as specified in its charter)

            Virginia                     0-12954                54-1274108     
            --------                     -------                ----------     
(State or other jurisdiction of        (Commission           (I.R.S. Employer
 incorporation or organization)        File Number)       Identification Number)

6620 West Broad Street, Suite 240, Richmond, Virginia           23230   
- -----------------------------------------------------           -----   
     (Address of principal executive offices)                 (Zip Code)

Registrant's telephone number, including area code        (804) 287-5680

Item 5.       Other Events.

On November 12, 1998, C. Stephenson  Gillispie,  Jr., Chairman,  President,  and
Chief Executive  Officer,  and Bruce V. Thomas,  Senior Vice President and Chief
Financial Officer of Cadmus Communications Corporation (the "Company"), made the
prepared  remarks  attached  hereto as Exhibit 99 at the  Company's  1998 Annual
Meeting of Shareholders. Information in these remarks relating to Cadmus' future
prospects and  performance are  "forward-looking  statements," as defined by the
Private  Securities  Litigation Reform Act of 1995, and, as such, are subject to
certain  risks and  uncertainties  that  could  cause  actual  results to differ
materially.  Potential risks and  uncertainties  include but are not limited to:
(1) continuing competitive pricing in the markets in which the Company competes,
(2) the gain or loss of  significant  customers  or the  decrease in demand from
existing  customers,  (3) the  ability  of the  Company  to  continue  to obtain
improved  efficiencies  and lower overall  production  costs, (4) changes in the
Company's   product  sales  mix,  (5)  the  effective   integration   of  recent
acquisitions,  (6) the performance of new management and leadership teams in the
Company and its divisions,  (7) the impact of industry  consolidation  among key
customers, and (8) continued strength in the U.S. capital markets.

Item 7.       Exhibits.

         Exhibit 99        Prepared Remarks from Annual Meeting



Pursuant  to the  requirements  of the  Securities  Exchange  Act of  1934,  the
Registrant  has duly  caused  this  report  to be  signed  on its  behalf by the
undersigned hereunto duly authorized on November 25, 1998.

                                    CADMUS COMMUNICATIONS CORPORATION

                                    By: /s/ C. Stephenson Gillispie, Jr.
                                        C. Stephenson Gillispie, Jr.
                                        Chairman, President, and Chief 
                                           Executive Officer

                                  Exhibit Index


99       Prepared Remarks from Annual Meeting


                                                                      Exhibit 99

                         ANNUAL MEETING OF SHAREHOLDERS
                                November 12, 1998

Prepared Remarks of  C. Stephenson Gillispie, Jr.:

Fiscal 1998 was an outstanding  year for Cadmus.  The company  generated  record
earnings and virtually all the Cadmus businesses showed marked  improvement.  We
are very pleased with those results.  But we take even greater pride in the fact
that Cadmus accomplished this strong performance while simultaneously  investing
heavily in our businesses.  Cadmus has never been stronger or better  positioned
to take on the challenges of the future. We do not think the road in front of us
is an easy one.  But we  believe  firmly  that,  with these  investments  and an
ever-sharpening   strategy,   Cadmus   is   steadily   becoming   a   formidable
communications company.

In a few minutes,  Bruce  Thomas,  our Chief  Financial  Officer and Senior Vice
President of Finance and Administration,  will present our financial results for
fiscal  1998 and provide  some  guidance to the  financial  performance  you can
expect from Cadmus going forward.

Before that, in my remarks this morning,  I want to do three  things.  First,  I
want to describe the  highlights of our  investments of Fiscal 1998.  Second,  I
will outline some of the key  challenges  we see in our future.  And finally,  I
want  to  review  the  strategy  we  are  pursuing  for  outstanding   corporate
performance  and tell you  something  of what you might  expect  from  Cadmus in
Fiscal 1999 and beyond.

Let me begin  with  some  highlights  of our  important  investments  in  plant,
equipment, infrastructure, systems, and people in Fiscal 1998--

Our  creative  marketing  divisions  made great  strides  with their  collective
decision  to  present  their  competencies  to  their  markets  as a  broad-band
integrated agency called CadmusCom.  With ever-growing  collaboration we now are
providing   integrated   combinations   of  advertising,   photography,   custom
publishing, direct marketing, creative, print, fulfillment, and distribution.

Cadmus Technology Solutions
CTS significantly  enhanced its inventory  management and shipping controls with
innovative  electronic  service  technology.  This business  also  completed the
rigorous work necessary to become the second Cadmus  business to register to the
ISO 9002 standard.

Cadmus Graphic Solutions
CGS completely  reformed itself into a business focused on total print outsource
and  catalog  solutions.  It  reorganized  its sales  force and created a unique
partnership with CadmusCom Atlanta to form Catalog Services,  a division devoted
to  full-service  catalog  production.   Most  significant,   Graphic  Solutions
positioned  itself to absorb  Media  General's  Beacon  Press  which  will bring
important web  technology  and a much broader range of services to the customers
of this business.

Cadmus Financial Services Communications
Cadmus Financial  Communications  enhanced Cadmus' position in the transactional
markets  with  a  10,000  square-foot,  state-of-the-art  facility  in  downtown
Charlotte. This group also vastly enhanced its pre-press and production services
with the conversion of all typesetting from Datalogics to the much more advanced
Xyvision system.

On  the  marketing  side,   Cadmus  Financial  made   significant   progress  in
diversifying  our  product mix into the mutual  fund and  insurance  industries.
Finally,  this group  created  new  opportunities  for  customers  by  expanding
internationally   with  a  strategic   alliance   with   Europe's  #1  financial
communications  printer, FPC Greenaway.  Cadmus now can offer financial printing
services to customers in over 70 capital markets around the world.

Cadmus Point of Purchase
Cadmus Point of Purchase  group  dramatically  strengthened  its position in the
Point of Purchase  market with the merger of  Germersheim,  Inc.  and the former
Cadmus  Marketing  Solutions  business.  As well as one of the most  prestigious
clients in the  industry,  Germersheim  brought  important new point of purchase
products and capabilities--particularly  product engineering,  product modeling,
screen printing, and large format printing.  This acquisition has created one of
the largest point of purchase businesses in this $13 billion POP industry.

Cadmus Specialty Packaging & Promotional Printing
The Cadmus  Packaging  Group  accomplished  flawlessly one of the most difficult
feats in our  industry.  It designed,  constructed,  and  relocated to a new and
significantly larger plant--without service interruption, while growing revenues
and   profits.   Simultaneously   with  this  move,   in  a   "textbook-perfect"
installation,  the Packaging  business brought up a new M600 web press--the most
modern and technologically advanced machine of its type in the world.

Not  stopping  with  these  extraordinary   accomplishments,   this  group  also
introduced  high-speed blanking in its die-cutting line, enhanced its electronic
pre-press with direct-to-plate technologies,  and went on to register to the ISO
9002 certification.  Now regarded as one of the most modern and best-designed in
the industry, the Charlotte packaging plant has become a powerful marketing tool
in itself.

Cadmus Journal Services
CJS also  invested  heavily in service  improvements.  Strengthening  its "total
digital   pathway"   offerings  to  all  customers,   the  group  converted  its
Pennsylvania Tapsco plant from an obsolete system to Xyvision, and made dramatic
business-wide enhancements to its network and digital path capabilities.

On the print production side, CJS introduced a  state-of-the-art  web press into
its Easton  facility,  greatly  expanding  the  capacity  there  while  offering
significant improvements both in graphic quality and lead time reduction.

Finally,  CJS added great strength and  experience to its management  group with
the addition of two senior leaders.  Tony Ferraro,  formerly  Production Manager
with a large  journal  publisher,  is  directing  the sales effort and Joe Ward,
formerly  President of Bertelsman's  Direct Response Group and formerly a Cadmus
director, joined as Executive Vice President of Professional  Communications and
Group President of Cadmus Journal  Services.  We already have seen the impact of
the formidable global publishing experience of both men.

This sampling of Fiscal 1998's investments contains some impressive achievements
throughout  Cadmus.  In total,  it  represents  nearly  $30  million  of capital
expenditures. This is why I can say so strongly that while achieving the highest
earnings in our history Cadmus built aggressively for the future.

So now,  let me speak for a few  minutes  about that  future.  We are  preparing
Cadmus  to  prosper  in the  aftermath  of one  of  the  biggest  socio-economic
hurricanes  in the  history  of  mankind.  We think the  hurricane  is the right
metaphor  because the great hurricanes of history have literally wiped away land
forms,  created new shorelines,  carried homes and  communities  away in mud and
water, and left a very different world.

The  changes  we  are a  part  of  today  will  have  the  same  effect  on  our
geo-political and socio-economic  world. Whole industries are disappearing while
radically new ones take their place. Old ways of buying are disappearing and new
ones are emerging.  For  examples,  look at banking,  telephony,  and even mail.
Electronic  commerce is expanding at  astonishing  rates.  Across  America small
businesses are closing their  storefronts and opening "web" shops where they are
experiencing  dramatically  better  sales.  New  patterns  of work,  employment,
commerce  and   communications   are  appearing  at  astonishing  rates  as  the
digitization of the world removes former boundaries of time, space and distance.

The key elements of this storm--the wind and rain, so to speak--are digitization
and   globalization,   instant   multi-modality   communications   and   soaring
aspirations.  These  phenomena are  destroying  traditional  boundaries in every
segment  of  society,   from   countries  and   governments  to  industries  and

For some local examples, here in Richmond our leading grocer is installing banks
in its  markets.  WalMart  has  just  about  everything  but a bank  in its  new
superstores.  Richmond-based  tourists  traveling to Europe are  choosing  their
specific  concert  seats in Stockholm  via the Internet  after they have sought,
found,  and  purchased  the  cheapest  tickets  on "the  Web."  In our  industry
producers are routinely  working with companies in Eastern  Europe,  India,  the
Philippines and Asia for programming and production services.

Behind all these changes,  we find the same driving forces--the need for greater
speed and more economy, more predictability,  and better results. As individuals
we all face increasing demands on our time, our minds, and our  wallets--whether
we are  buying  for our  companies  or buying  for our  families.  As private or
commercial and public consumers, we want the same things.

We want to buy from  people who are expert in what they are  selling--(we  don't
have the time to be expert in others' businesses).

We want to buy from sellers who are so expert in what we want that they can spec
it better than we can--(we don't have time to teach others our business and want
to work with those who know it).

We want to buy from  sellers who can meet our needs  faster and with less hassle
from original order to final payment--(the  fastest and the most convenient will
get our business).

We want to buy from sellers who give us great  value--(we can't afford to and we
don't want to pay for someone else's mediocrity, inefficiency or bad quality).

We want to buy from  sellers who give us an edge in this  product-crowded  world
because their products and services are better.

At Cadmus,  we are  building  an  organization  to be this kind of seller to our
markets  and  clients.  To become more  expert at what we are  selling,  we have
organized our businesses around product configurations such as...

o        Specialty Packaging Products and Services
o        Financial Communications Products and Services
o        Point of Purchase Products and Services
o        Scientific, Technical and Medical Research Products and Services

To become more expert in our  customer's  businesses we have focused our product
configurations on specific markets and customer groups. For example,

o        Our Specialty  Packaging and  Promotional  Printing  group is targeting
         Software, Retail Apparel and Pharmaceuticals,

o        Our  Financial   Communications   group  is  specializing  in  Banking,
         Insurance and Mutual Funds,

o        Our Point of  Purchase  group is expert in Quick  Service  Restaurants,
         Convenience Stores, Beverage Bottling & Distributing,

o And our Journal  Services  group is focused on Commercial  and  not-for-profit
journal publishers.

To give our clients better,  higher-impact  and more economical  services faster
than  anyone  else,  we are working to  reengineer  the  processes  in which our
products have historically been created, produced and distributed.

At Cadmus,  we know that our clients  need more than  incremental  progress  and
improvement. They need quantum improvements.  More specifically, our Scientific,
Technical  and  Medical  customers  need the lead times for the  publication  of
peer-reviewed   research   reduced   from   the   present   6-to-9   months   to
24-hours-or-less from the approval to publication and dissemination.

Our marketing customers need their messages conceived, produced and disseminated
in days, hours and even real-time,  not in ten, twelve, and fifteen months which
is today's  practice.  Most important,  they need them to be more effective.  In
tomorrow's product and  message-cluttered  world, our clients must have tactical
communications that work in differentiating and distinguishing  their companies'

We are going to give our customers this kind of improvement. However, as the old
saying goes "if you keep doing what you have been doing,  you will keep  getting
what you've been  getting."  In other  words,  we know that we will deliver this
magnitude  of  change  and  improvement  only  by  approaching  the  conception,
production,  and  delivery  of our  services  in very  different  ways.  We have
borrowed some of our concepts from the example of the  automobile  industry.  As
companies  like Honda did in that  industry,  we are working to deliver  quantum
improvements to our clients by recombining the create,  produce,  and distribute
functions   into  more   seamless   streams   that  reduce   hand-offs,   reduce
intermediaries,  reduce  proof  points and  delays,  reduce  time,  improve  the
coordination and effectiveness of messages, and improve accountability.

These are  ambitious  goals.  But Cadmus has  demonstrated  that it knows how to
achieve them. We have made good strides in Financial Services. In that business,
we have created the fourth largest financial  printing company in the country by
unifying three formerly unconnected financial businesses in Baltimore,  Richmond
and Charlotte.  With an increasingly  robust East Coast network,  this group now
provides coordinated  end-to-end solutions throughout the East Coast. Offering a
complete range of  content-management,  production and  distribution  solutions,
this group can accept work in any location and seamlessly deliver it through any
other Cadmus location.

Cadmus Journal Services is our most mature example of the competitive power of a
reengineered  value  chain.  In the  mid-eighties  as other  printers  abandoned
composition and front-end services,  Cadmus invested heavily in creating today's
ability to receive information from any source,  digitize,  edit, repurpose, and
produce it anywhere in an all-digital,  automated,  seamless stream. Cadmus then
went to work to use that capability to develop today's competitive position--the
ability  to  provide  Cadmus  customers  with  speed,  accuracy,   economy,  and
flexibility unmatched by any other vendor anywhere.

With this competitive superiority  established,  Cadmus then built the "critical
mass"   necessary   to   expand,   improve,   and  grow.   With   Byrd   Journal
Services--formerly  a small  division of The William  Byrd  Press--as a platform
company, Cadmus added Waverly Press in 1993 and Lancaster Press in 1995.

From its humble beginnings just five years ago as a $30 million division of Byrd
Press,  Cadmus Journal  Services has become a $200 million  "powerhouse." It has
better than 25% of the market,  enjoys "best in class" margins and returns,  and
is poised for solid and predictable growth in the future.

Notably,  as one of the largest  producers of digital  information in the world,
the largest reprints provider,  and a formidable provider of world-wide mail and
distribution services,  Cadmus today derives less than half of its revenues from
traditional  print.  At  the  core  of  its  success  is the  fact  that  it has
"engineered" a value chain of all the elements of research creation, production,
and  distribution at less total cost, with absolute  accuracy,  and at least 50%
faster from end-to-end than any other supplier.

Going forward, this is what you can expect from each of our businesses. For each
key  business  there  is at  least  one  fulcrum  for  leverage  to  competitive
superiority. When mastered, this leverage point facilitates dramatic improvement
in the overall conception,  production and delivery of services. For CJS, it was
front end  competence.  For  Packaging  and Point of  Purchase  it appears to be
construction  engineering  and  fulfillment  and  distribution.   For  Financial
Communications,  it will be content  management.  Each  business will master and
exploit this fulcrum.  Then,  in the same way an oyster  builds its pearl,  each
business--with  a combination  of  acquisitions  and internal  growth--will  add
competencies  and size to  enable  it to offer  its  markets  and  customers  an
unmatched end-to-end solution.

Before I close today,  I'd like to acknowledge  that we could not have come this
far, nor could we strategize so boldly,  without the  continuing  support of our
shareholders and clients. For this we are very grateful.  I'd also like to say a
heartfelt  thanks to all the Cadmus  associates who have worked  tirelessly this
year  and in  previous  years,  to get us  closer  to our  goals.  And I want to
acknowledge our fine Board of Directors for its valuable  oversight and guidance
during this challenging journey.

Finally,  I'd like to extend my deep appreciation to Price Gwynn who is retiring
from our Board of Directors this month.  Price has contributed his expertise and
guidance to Cadmus since its inception in 1983. He has provided valuable insight
and has been instrumental in helping our company achieve success. In addition to
his outstanding  business acumen, he also is one of the finest human beings I've
ever met. Price,  thank you for your  commitment to Cadmus.  On behalf of myself
and our management team, you will be missed. We wish you the best of luck.

I'll now turn this meeting over to Bruce  Thomas,  Chief  Financial  Officer and
Senior Vice  President  of Finance and  Administration.  Bruce will  discuss our
financial performance for fiscal 1998 and the first quarter of fiscal 1999.

Prepared remarks of Bruce V. Thomas:

Thank you Steve, and good morning everyone.

On Tuesday of this week, I participated in that great American institution - the
parent-teacher  conference.  My wife and I met with our  daughter's  teacher for
about 30 minutes. We shared what we hoped Maggie would accomplish during her 3rd
grade year,  we reviewed what the teacher was expecting of her, and we heard how
she had done so far this year.

It occurred to me, as I was  preparing  these  remarks,  that this meeting is in
many ways a similar  event.  We get  together  at regular  intervals.  We review
expectations that have been set. And we discuss how well we have done in meeting
those  expectations.  In essence, we receive and discuss at this meeting Cadmus'
"report card" for the recently completed fiscal year.

Last year,  I shared with you this slide and walked you  through  what you could
expect from Cadmus and from this  management  team in fiscal 1998. It is against
this commitment that our fiscal 1998  performance  should be compared and should
be graded.

We said  that  fiscal  1998  sales  growth  would be  modest - in the range of 4
percent - as we absorbed  the impact of  operations  discontinued  in our fiscal
1997 restructuring.  But, we said, operating margins would dramatically expand -
to over 7%. All of which would lead to earnings of $1.40 per share - more than a
40% improvement over the prior year and a record for Cadmus. Finally, we said we
would sustain positive free cash flow - in the range of 9 million dollars.  This
slide  represents our commitment to you, our  shareholders.  Time for our report
card . . . how did we do?

At the revenue line, we exceeded our target by nearly 9 million dollars. Perhaps
more  importantly,  internal  growth - net of  discontinued  operations  - was a
strong 8% and was a very robust 17% in Steve  Isaac's  Marketing  Communications

In operating income and operating margins, we didn't quite hit the target we set
- -- as we came in at 7.0%.  However,  we did produce record operating  income, we
did  increase  operating  margins by 120 basis  points,  and we did post our 3rd
consecutive year of operating margin improvement - actually increasing the grade
on the margin slope we started in 1996.

In net income and EPS, we not only hit the  targets we had set,  we  established
new records for Cadmus.  Net income was $11.5 million and EPS was $1.41 - better
than a 40 percent improvement over fiscal 1997, and a penny better than our plan
and our commitment to our shareholders.

Finally,  regarding free cash flow, we also hit our mark. We generated cash from
operations  of 35 million  dollars - another  record for Cadmus -- and free cash
flow of nearly 8 million dollars. And this was after nearly 5 million dollars in
restructuring-related  spending and, as Steve said,  over 25 million  dollars in
capital investment in our facilities and our businesses.

So, as a result of this nearly "straight A" performance,  we entered fiscal 1999
with the business operating at record levels of profitability . . . , generating
very solid  cash flow . . . , and - one of our  long-standing  shareholders  and
former directors, Frank Louthan, always likes this part -- with debt levels down
and our balance sheet strong.

The  question  now is - how well have we sustained  this  momentum?  How have we
started off in fiscal 1999?

At the top line,  we've done quite well. Sales for the 1st quarter were a record
99.8 million dollars, an 8% increase over last year. And, again this quarter, we
had very solid 18% growth in the Marketing  Communications  Sector - despite the
challenges of very weak capital markets and the  challenging  integration of our
point-of-purchase businesses.

Margins,  meanwhile,  continue  to expand - up another 40 basis  points to 6.6%.
This  represented  our highest  first  quarter  operating  margin in more than a
decade  and our 7th  consecutive  quarter  of  year-over-year  operating  margin
improvement.  Again,  these results were achieved in spite of softness in two of
our larger businesses.

Finally, with regard to net income and EPS, we also hit the mark. Net income was
a record 2.5 million dollars and our EPS of 31 cents, also a record, represented
a 24% increase over fiscal 1998.

So, in summary,  for fiscal 1998, we met our  commitments and delivered the sort
of  performance  you can and should expect from Cadmus.  For fiscal 1999, we are
off to a good  start.  We  appreciate  the  challenges  that we face in changing
industry and economic  conditions,  and we - this management team and all of our
associates  at  Cadmus  -- are  working  hard  to  sustain  the  momentum  we've

With that, I will close, and turn it back over to Steve. Thank you very much.

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