As filed with the Securities and Exchange Commission on December 18, 1998.
Registration No. 333-______
================================================================================
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
----------
FORM S-8
REGISTRATION STATEMENT UNDER
THE SECURITIES ACT OF 1933
--------------
CADMUS COMMUNICATIONS CORPORATION
(Exact name of issuer as specified in its charter)
VIRGINIA 54-1274108
(State or other Jurisdiction of (I.R.S. Employer
Incorporation or Organization) Identification No.)
6620 West Broad Street, Suite 240
Richmond, Virginia 23230
(Address, of principal executive offices, including zip code)
1990 Long Term Incentive Stock Plan
(Full title of the Plan)
BRUCE V. THOMAS Copy to:
Senior Vice President and JEAN PENICK WATKINS
Chief Financial Officer Mays & Valentine, L.L.P.
Cadmus Communications Corporation NationsBank Center, 22nd Floor
6620 West Broad Street, Suite 240 P. O. Box 1122
Richmond, Virginia 23230 Richmond, Virginia 23218-1122
(804) 287-5680 (804) 697-1297
(Name, address and telephone number
of agent for service)
------------
Approximate date of proposed commencement of sales pursuant to the Plan:
Upon effectiveness of this Registration Statement
<TABLE>
CALCULATION OF REGISTRATION FEE
- -----------------------------------------------------------------------------------------------------------------------
<CAPTION>
Title of Proposed Maximum Proposed Maximum Amount of
Securities To Be Amount to be Offering Price Aggregate Registration Fee
Registered Registered Per Share* Offering Price*
- -----------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Common Stock, $.50 Par Value(1) 350,000 shares $16.25 $5,687,500 $1581.13
- -----------------------------------------------------------------------------------------------------------------------
</TABLE>
*Estimated solely for the purpose of calculating the registration fee
pursuant to Rule 457(h) on the basis of $16.25 per share, the average of the
high and low prices of the shares on December 14, 1998. (1) Also includes
associated Series A Junior Participating Preferred Stock Purchase Rights
which are not currently separable from the shares of Common Stock and are not
currently exercisable.
<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, as
amended.
Item 8. Exhibits
An index of Exhibits appears on page II-4 hereof.
II-1
<PAGE>
<TABLE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the
Registrant certifies that it has reasonable grounds to believe that it meets all
of the requirements for filing on Form S-8 and has duly caused this Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Richmond, Commonwealth of Virginia, on the 17th day
of December, 1998.
CADMUS COMMUNICATIONS CORPORATION
By /s/ C. Stephenson Gillispie, Jr.
--------------------------------------------
Chairman of the Board, President and Chief
Executive Officer
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 17th day of December, 1998.
<CAPTION>
Signature Title
--------- -----
<S> <C>
/s/ C. Stephenson Gillispie, Jr. Director, Chairman of the Board, President
- ------------------------------------------ and Chief Executive Officer
C. Stephenson Gillispie, Jr. (Principal Executive Officer)
/s/ Bruce V. Thomas Senior Vice President and Chief
- ------------------------------------------ Financial Officer
Bruce V. Thomas (Principal Financial and Accounting
Officer)
</TABLE>
Frank Daniels, III, G. Waddy Garrett,
Jeanne M. Liedtka, John D. Munford, II,
John C. Purnell, Jr., Jerry I. Reitman,
Russell M. Robinson, II, John W. Rosenblum,
Wallace Stettinius, Bruce A. Walker,
David G. Wilson, Jr. Directors
By: /s/ Bruce V. Thomas
-------------------------------------
Bruce V. Thomas
(Attorney-in-Fact)
II-2
<PAGE>
EXHIBIT INDEX
Exhibit No.
4.1 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.
4.2 Restated Bylaws of Cadmus Communications Corporation,
incorporated herein by reference from Exhibit 3.2 of the
Form 10-Q for the quarterly period ended December 31,
1997.
4.3 Cadmus Communications Corporation 1990 Long Term Incentive
Stock Plan, as amended effective August 12, 1998,
incorporated herein by reference from Exhibit 10.6 of the
Form 10-K for the fiscal year ended June 30, 1998.
5 Opinion of Mays & Valentine, L.L.P. with respect to the
validity of the securities being registered, filed
herewith.
23.1 Consent of Mays & Valentine, L.L.P. contained in the
opinion filed as Exhibit 5 to this Registration Statement.
23.2 Consent of Arthur Andersen LLP, Independent Public
Accountants, filed herewith.
24 Powers of Attorney, filed herewith.
Exhibit 5
[Letterhead of Mays & Valentine L.L.P.]
December 18, 1998
The Board of Directors
Cadmus Communications Corporation
6620 West Broad Street Suite 240
Richmond, Virginia 23230
Cadmus Communications Corporation
Registration Statement on Form S-8
Ladies and Gentlemen:
We have acted as counsel to Cadmus Communications Corporation, a
Virginia corporation (the "Company"), in connection with the preparation and
filing of a registration statement on Form S-8 under the Securities Act of 1933,
as amended, with respect to 350,000 shares of the Company's Common Stock, $.50
par value per share (the "Shares"), to be offered pursuant to the Company's 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 such records of the Company and certificates of its
officers and of public officials as we have deemed necessary.
Based upon the foregoing and the further qualifications stated below,
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 distributed in
accordance with the terms of the Plan, will be legally issued, fully paid and
non-assessable.
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/ Mays & Valentine, L.L.P.
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 Cadmus
Communications Corporation (the "Company") on Form S-8 (relating to the
Company's 1990 Long Term Incentive Stock Plan) of our reports dated July 28,
1998 included or incorporated by reference in the Company's Annual Report on
Form 10-K for the year ended June 30, 1998 and to all references to our Firm
included in this registration statement.
/s/ ARTHUR ANDERSEN LLP
Richmond, Virginia
December 18, 1998
Exhibit 24
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that each undersigned director of
CADMUS COMMUNICATIONS CORPORATION, a corporation organized under the laws of the
Commonwealth of Virginia (the "Corporation") hereby constitutes and appoints C.
Stephenson Gillispie, Jr., Bruce V. Thomas and David E. Bosher (with full power
to each of them to act alone) as true and lawful attorneys-in-fact and agents
for him or her and on his or her behalf and in his or her name, place and stead,
in any and all capacities, to sign, execute and affix his or her seal to and
file with the Securities and Exchange Commission (or any other governmental or
regulatory authority) a Registration Statement on Form S-8 or any other
appropriate form and all amendments (including post-effective amendments)
thereto with all exhibits and any and all documents required to be filed with
respect thereto, relating to the registration under the Securities Act of 1933
of common stock of the Corporation to be issued by the Corporation under the
1990 Long Term Incentive Stock Plan, as amended; granting unto said attorneys,
and each of them, full power and authority to do and to perform each and every
act and thing requisite and necessary to be done in and about the premises in
order to effectuate the same as fully to all intents and purposes as he himself
or she herself might or could do if personally present, hereby ratifying and
confirming all that said attorneys-in-fact and agents, or any of them may
lawfully do or cause to be done hereof.
IN WITNESS WHEREOF, each undersigned director has hereunto set his or
her hand and seal, as of the date specified.
Dated: November 12, 1998
/s/ Frank Daniels, III /s/ Russell M. Robinson, II
- ------------------------------- --------------------------------
Frank Daniels, III Russell M. Robinson, II
/s/ G. Waddy Garrett /s/ John W. Rosenblum
- ------------------------------- --------------------------------
G. Waddy Garrett John W. Rosenblum
/s/ Jeanne M. Liedtka /s/ Wallace Stettinius
- ------------------------------- --------------------------------
Jeanne M. Liedtka Wallace Stettinius
/s/ John D. Munford /s/ Bruce A. Walker
- ------------------------------- --------------------------------
John D. Munford Bruce A. Walker
/s/ John C. Purnell, Jr. /s/ David G. Wilson, Jr.
- ------------------------------- --------------------------------
John C. Purnell, Jr. David G. Wilson, Jr.
/s/ Jerry I. Reitman
- -------------------------------
Jerry I. Reitman
