As filed with the Securities and Exchange Commission on December 18, 1998.
Registration No. 333-______
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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
Incorporation or Organization) Identification No.)
6620 West Broad Street, Suite 240
Richmond, Virginia 23230
(Address, of principal executive offices, including zip code)
1997 Non-Employee Director Stock Compensation 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
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<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*
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<S> <C> <C> <C> <C>
Common Stock, $.50 Par Value(1) 60,000 shares $16.25 $975,000 $271.05
- -----------------------------------------------------------------------------------------------------------------------
</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.
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<PAGE>
PART I
INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS
Item 1. Plan Information.
Not required to be filed with the Securities and Exchange Commission
(the "Commission").
Item 2. Registrant Information and Employee Plan Annual Information.
Not required to be filed with the Commission.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference.
The following documents filed by Cadmus Communications Corporation (the
"Company" or the "Registrant") with the Commission are hereby incorporated
herein by reference:
(a) The Company's Annual Report on Form 10-K for the year ended June
30, 1998, filed pursuant to Section 13 of the Securities Exchange Act of 1934
(the "Exchange Act" or the "1934 Act"); and
(b) The Company's Current Report on Form 8-K dated October 22, 1998
filed pursuant to Section 13 of the 1934 Act; and
(c) The Company's Quarterly Report on Form 10-Q for the quarter ended
September 30, 1998 filed pursuant to Section 13 of the 1934 Act; and
(d) The Company's Current Report on Form 8-K dated November 12, 1998
filed pursuant to Section 13 of the 1934 Act; and
(e) The description of the Company's Common Stock contained in the
Company's registration statement on Form 8-A and any amendment or report filed
subsequent thereto for the purpose of updating such description.
All documents filed by the Company after the date of this Registration
Statement pursuant to Sections 13(a), 13(c), 14 and 15(d) of the 1934 Act, prior
to the filing of a post-effective amendment which indicates that all the
Company's Common Stock offered hereby has been sold or which deregisters such
Common Stock then remaining unsold, shall be deemed to be incorporated herein by
reference and to be a part hereof from the date of filing such documents. Any
statement contained in a document incorporated or deemed to be incorporated by
reference herein shall be deemed to be modified or superseded for purposes of
this Registration Statement to the extent that a statement contained herein or
in any other subsequently filed document which also is or is deemed to be
incorporated by reference herein modifies or supersedes such statement. Any such
statement so modified or superseded shall not be deemed, except as so modified
or superseded, to constitute a part of this Registration Statement.
II-1
<PAGE>
Item 4. Description of Securities.
Not applicable.
Item 5. Named Experts and Counsel.
Not applicable.
Item 6. Indemnification of Directors and Officers.
As permitted by Virginia law, the Restated Articles of Incorporation of
the Registrant eliminate the liability of officers and directors to the
Registrant or it shareholders for monetary damages except for liabilities
resulting from such persons having engaged in willful misconduct or a knowing
violation of the criminal law or any federal or state securities law. The
Amended and Restated Articles of Incorporation of the Registrant eliminate
director and officer liability to the Company or its shareholders to the fullest
extent permitted under Virginia corporate law, as now or hereafter in effect.
Virginia corporate law permits, and the Restated Articles of
Incorporation require, indemnification of the Registrant's directors against all
liabilities imposed or asserted against them by reason of having been a director
of the Registrant (including derivative actions), except in the case of willful
misconduct or a knowing violation of the criminal law. The Restated Articles of
Incorporation also permit the Registrant to indemnify officers, employees or
agents of the Registrant to the same extent as is mandated for directors. The
Restated Articles of Incorporation require indemnification of directors, and
permit indemnification of officers, to the fullest extent permitted under
Virginia corporate law, as now or hereafter in effect.
Item 7. Exemption from Registration Claimed.
Not applicable.
Item 8. Exhibits.
(a) An index of Exhibits appears at page II-7 hereof.
II-2
<PAGE>
Item 9. Undertakings.
(1) The undersigned hereby undertakes:
a. To file, during any period in which offers or
sales are being made, a post-effective amendment to the
registration statement.
(i) to include any prospectus required by
Section 10(a)(3) of the Securities Act of 1933;
(ii) to reflect in the prospectus any facts
or events arising after the effective date of the
registration statement (or the most recent
post-effective amendment thereof) which, individually
or in the aggregate, represent a fundamental change
in the information set forth in the registration
statement; and
(iii) to include any material information
with respect to the plan of distribution not
previously disclosed in the registration statement or
any material change to such information in the
registration statement.
Provided, however, that paragraphs (a)(i) and (a)(ii)
do not apply if the information required to be included in a
post-effective amendment by those paragraphs is contained in
periodic reports filed by the Registrant pursuant to Section
13 or Section 15(d) of the Exchange Act that are incorporated
by reference in the registration statement;
b. That, for the purpose of determining any liability
under the Securities Act of 1933, each such post-effective
amendment shall be deemed to be a new registration statement
relating to the securities offered therein, and the offering
of such securities at that time shall be deemed to be the
initial bona fide offering thereof; and
c. To remove from registration by means of a
post-effective amendment any of the securities being
registered which remain unsold at the termination of the
offering.
(2) The undersigned hereby undertakes that, for purposes of
determining any liability under the Securities Act of 1933, each filing
of its annual report pursuant to Section 13(a) or Section 15(d) of the
Exchange Act (and where applicable each filing of an employee benefit
plan's annual report pursuant to Section 15(d) of the Exchange Act)
that is incorporated by reference in the registration statement shall
be deemed to be a new registration statement relating to the securities
offered therein, and the offering of such securities at that time shall
be deemed to be the initial bona fide offering thereof.
(3) Insofar as indemnification for liabilities arising under
the Securities Act of 1933 may be permitted to directors, officers and
controlling persons of the undersigned pursuant to the provisions set
forth in Item 6 or otherwise, the undersigned has been advised that in
the opinion of the Commission such indemnification is against public
policy as expressed in the Securities Act of 1933 and is, therefore,
unenforceable. In the event that a claim for indemnification against
such liability (other than the payment by the undersigned of expenses
II-3
<PAGE>
incurred or paid by a director, officer or controlling person of the
undersigned in the successful defense of any action, suit or
proceeding) is asserted by such director, officer or controlling person
in connection with the securities registered under the registration
statement, the undersigned will, unless in the opinion of its counsel
the matter has been settled by controlling precedent, submit to a court
of appropriate jurisdiction the question whether such indemnification
by it is against public policy as expressed in the Securities Act of
1933 and will be governed by the final adjudication of such issue.
II-4
<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-5
<PAGE>
EXHIBIT INDEX
Exhibit 4.1 Restated Articles 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.
Exhibit 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.
Exhibit 4.3 1997 Non-Employee Director Stock Compensation Plan,
incorporated herein by reference from Exhibit 10.5 of the
Form 10-K for the fiscal year ended June 30, 1998.
Exhibit 5 Opinion of Mays & Valentine L.L.P. with respect to the
validity of the Common Stock, filed herewith.
Exhibit 23.1 Consent of Mays & Valentine L.L.P., contained in their
opinion filed as Exhibit 5 hereto.
Exhibit 23.2 Consent of Arthur Andersen LLP, Independent Public
Accountants, filed herewith.
Exhibit 24 Powers of Attorney of directors of Cadmus Communications
Corporation, 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 60,000 shares of the Company's Common Stock, $.50
par value per share (the "Shares"), to be offered pursuant to the Company's 1997
Non-Employee Director Stock Compensation 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 1997 Non-Employee Director Stock Compensation 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
1997 Non-Employee Director Stock Compensation Plan; 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
