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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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Form 8-K/A
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AMENDMENT TO CURRENT REPORT PURSUANT TO SECTION
13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
Amendment No. 1 to Current Report on Form 8-K
Date of Report (Date of earliest event reported) March 1, 1999
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CADMUS COMMUNICATIONS CORPORATION
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(Exact name of registrant as specified in its charter)
Virginia 0-12954 54-1274108
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(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
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code (804) 287-5680
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Explanatory Note: This 8-K/A amends Item 7 in the Current Report on the Form 8-K
for Cadmus Communications Corporation filed on March 12, 1999 to provide the
financial data required by Item 7(b). Other portions of the original Form 8-K
have not been amended.
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Item 2. Acquisition or Disposition of Assets
On March 1, 1999, Cadmus Communications Corporation ("Cadmus" or the
"Company") consummated the sale of certain assets and liabilities related
to the Company's Financial Communications ("CFC") division to R.R. Donnelly
& Sons Company (the "purchaser"). The sale was pursuant to the terms of an
Asset Purchase Agreement dated February 20, 1999, (the "Agreement"), by and
among Washburn Graphics, Inc., Washburn of New York, Inc., Cadmus
Communications Corporation, and the purchaser. A copy of which is filed as
Exhibit 2 hereto and incorporated herein by reference.
Pursuant to the Agreement, the Company sold certain of the assets and was
relieved of certain of the liabilities which were employed by the Company
in operating the Financial Communications division. The assets sold
included certain receivables, inventory, and machinery and equipment, which
were specific to CFC's business of marketing, selling and distribution of
financial printing services, mutual fund printing services, shareholder
communications printing services, and activities related thereto.
The initial purchase price for the assets was $35 million in cash. The
purchase price was established through arms-length negotiations among the
parties. The funds received in the sale will be used to pay down debt.
Item 7. Financial Statements and Exhibits.
(a) Financial Statements of Business Acquired.
None
(b) Unaudited Pro Forma Consolidated Financial Data.
See Exhibit 99.1, Unaudited Pro Forma Consolidated Financial
Information.
(c) Exhibits
10.1* Asset Purchase Agreement dated as of February 20, 1999, by and
among Washburn Graphics, Inc., Washburn of New York, Inc.,
Cadmus Communications Corporation, and R. R. Donnelley & Sons
Company - The schedules and exhibits to this Agreement are
omitted in accordance with the instructions to Item 601 of
Regulation S-K. A listing of such schedules and exhibits is
found on pages (v) and (vi) of the Agreement and Cadmus hereby
undertakes to supply the Commission supplementary with a copy of
any such exhibits upon request.
99.1 Unaudited Pro Forma Consolidated Financial Information
* Filed as an exhibit to our Current Report on Form 8-K filed on
March 12, 1999
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Signatures
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 May 11, 1999.
CADMUS COMMUNICATIONS CORPORATION
By: /s/ C. Stephenson Gillispie, Jr.
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C. Stephenson Gillispie, Jr.
Chairman, President, and Chief Executive Officer
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Exhibit Index
Exhibit
10.1* Asset Purchase Agreement dated as of February 20, 1999, by and
among Washburn Graphics, Inc., Washburn of New York, Inc., Cadmus
Communications Corporation, and R. R. Donnelley & Sons Company -
The schedules and exhibits to this Agreement are omitted in
accordance with the instructions to Item 601 of Regulation S-K. A
listing of such schedules and exhibits is found on pages (v) and
(vi) of the Agreement and Cadmus hereby undertakes to supply the
Commission supplementary with a copy of any such exhibits upon
request.
99.1 Unaudited Pro Forma Consolidated Financial Information
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Exhibit 99.1
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Unaudited Pro Forma Consolidated Financial Information
The accompanying unaudited pro forma consolidated financial information is based
upon the historical consolidated financial statements for Cadmus Communications
Corporation, adjusted to give effect to the sale of the financial communications
business and custom publishing business. On February 26, 1999, the Company
completed the sale of its custom publishing business and recorded a loss on the
sale of approximately $2.8 million. The objective of the pro forma information
is to show the significant events of the transactions as if they had occurred at
the beginning of the periods presented. The unaudited pro forma consolidated
financial information is not necessarily indicative of the results that would
have been obtained if those transactions had occurred on the date indicated. The
pro forma adjustments give effect to available information and assumptions that
management believe are reasonable. The unaudited pro forma consolidated
financial data should be read in conjunction with historical consolidated
financial statements of Cadmus Communications Corporation and notes thereto.
Unaudited Pro Forma Consolidated Statement of Income
For the Nine Months Ended March 31, 1999
<TABLE>
<CAPTION>
Dollars in thousands, Divestiture Adjusted
except per share data Cadmus Adjustments Cadmus
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Statement of Income Data:
<S> <C> <C> <C>
Net sales $ 308,596 $ (31,188) $ 277,408
Cost of sales 246,994 (24,296) 222,698
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Gross profit 61,602 (6,892) 54,710
Selling and
administrative expenses 43,674 (6,741) 36,933
Net Gain on Divestiture
(9,521) 9,521 -
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Operating income 27,449 (9,672) 17,777
Interest expense 6,085 (1,453) (a) 4,632
Other, net (66) - (66)
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Income (loss) before
income taxes 21,430 (8,219) 13,211
Provision for income
taxes 8,251 (3,164) 5,087
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Net income $ 13,179 $ (5,055) $ 8,124
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Earnings per share:
Basic $ 1.67 $ 1.03
Fully Diluted $ 1.63 $ 1.01
Weighted average shares 7,872,000 7,872,000
outstanding- basic
Weighted average shares 8,073,000 8,073,000
outstanding-diluted
</TABLE>
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Unaudited Pro Forma Consolidated Statement of Income
For the Twelve Months Ended June 30, 1998
<TABLE>
<CAPTION>
Dollars in thousands, Divestitures Adjusted
except per share data Cadmus Adjustment Cadmus
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Statement of Income Data:
<S> <C> <C> <C>
Net sales $ 393,823 $ (54,406) $ 339,417
Cost of sales 304,014 (36,306) 267,708
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Gross profit 89,809 (18,100) 71,709
Selling and
administrative expenses 62,141 (11,700) 50,441
Restructuring charge, net 3,950 - 3,950
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Operating income 23,718 (6,400) 17,318
Interest expense 7,595 (2,039) (a) 5,556
Other, net 1,343 - 1,343
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Income (loss) before
income taxes 14,780 (4,361) 10,419
Provision for income
taxes 5,690 (1,679) 4,011
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Net income $ 9,090 $ (2,682) $ 6,408
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Earnings per share:
Basic $ 1.16 $ 0.82
Fully Diluted $ 1.11 $ 0.78
Weighted average shares 7,860,000 7,860,000
outstanding- basic
Weighted average shares 8,176,000 8,176,000
outstanding-diluted
</TABLE>
(a) Represents reduction in interest expense resulting from use of proceeds of
the sale to reduce debt.
