SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM 8-K
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CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF
THE SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported) June 1, 1999
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CADMUS COMMUNICATIONS CORPORATION
(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
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ITEM 5. OTHER EVENTS.
On June 1, 1999, Cadmus Communications Corporation (the "Company") issued the
press release attached hereto as Exhibit 99.1 to announce that the Company has
completed its offering pursuant to Rule 144A under the Securities Act of 1933 of
$125 million aggregate principal amount of 9.75% Senior Subordinated Notes Due
2009.
Information in these documents 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) the
effective integration of recent acquisitions, (2) continuing competitive pricing
in the markets in which the Company competes, (3) the gain or loss of
significant customers or the decrease in demand from existing customers, (4) the
ability of the Company to continue to obtain improved efficiencies and lower
overall production costs, (5) changes in the Company's product sales mix, (6)
the performance of new management and leadership teams in the Company and its
divisions, (7) the impact of industry consolidation among key customers, (8) the
ability of the company to operate profitably and effectively with higher levels
of indebtedness, and (9) the ability of the Company to retain key employees and
managers in light of lower than planned incentives and benefits.
ITEM 7. EXHIBITS.
Exhibit 99.1 Press Release - Completion of $125 Million Offering of
Senior Subordinated Notes
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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 June 9, 1999.
CADMUS COMMUNICATIONS CORPORATION
By: /s/ C. Stephenson Gillispie, Jr.
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C. Stephenson Gillispie, Jr.
Chairman, President, and Chief
Executive Officer
<PAGE>
EXHIBIT INDEX
EXHIBIT
99.1 Press Release - Completion of $125 Million Offering of Senior
Subordinated Notes
EXHIBIT 99.1
FOR IMMEDIATE RELEASE CONTACT: DAVE BOSHER 804-287-5685
VICE PRESIDENT AND TREASURER
CADMUS COMMUNICATIONS CORPORATION
COMPLETES $125 MILLION OFFERING OF SENIOR SUBORDINATED NOTES
RICHMOND, VA -- June 1, 1999 -- Cadmus Communications Corporation (NASDAQ NMS:
CDMS) announced today that it has completed its offering pursuant to Rule 144A
under the Securities Act of 1933 of $125 million aggregate principal amount of
9.75% Senior Subordinated Notes Due 2009. J. P. Morgan Securities and First
Union Capital Markets were the underwriters of the offering.
The Company intends to use the net proceeds from the sale of the Senior
Subordinated Notes to repay $110 million of bridge loan notes issued in
conjunction with its purchase of Mack Printing, with the balance of the proceeds
repaying revolving bank borrowings under its bank credit facility. The credit
facility repayments do not permanently reduce the commitments under the credit
facilities.
The repayment of the bridge loan notes will result in an extraordinary after-tax
charge in the fiscal fourth quarter of approximately $0.8 million, or $.09 per
diluted share.
C. Stephenson Gillispie, Jr., chairman, president and CEO of Cadmus, commented,
"We are pleased to have successfully raised this long-term capital, on
attractive terms and at an attractive rate. These notes solidify our capital
structure and, together with our new $200 million bank credit facility, provide
adequate capital for Cadmus going forward."
Gillispie added, "This offering is an important step in the strategic
repositioning that we announced in February. Since that time, we have purchased
Mack, divested our Financial Communications and Custom Publishing businesses,
and effected a complete refinancing of the Company. As a result, we are now a
much larger, less volatile, and more profitable business, with leading and - in
the case of our research journal business - dominant positions in the markets we
serve."
Cadmus Communications Corporation provides customers with integrated, end-to-end
communications solutions. The Company is organized around two primary business
sectors: Professional Communications, serving customers who publish information,
and Marketing Communications, serving customers who convey marketing messages.
# # #
"SAFE HARBOR" STATEMENT UNDER THE PRIVATE SECURITIES LITIGATION REFORM ACT OF
1995:
Information in this release relating to Cadmus' future prospects and performance
are "forward-looking statements" 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) the effective
integration of recent acquisitions, (2) continuing competitive pricing in the
markets in which the Company competes, (3) the gain or loss of significant
customers or the decrease in demand from existing customers, (4) the ability of
the Company to continue to obtain improved efficiencies and lower overall
production costs, (5) changes in the Company's product sales mix, (6) the
performance of new management and leadership teams in the Company and its
divisions, (7) the impact of industry consolidation among key customers, (8) the
ability of the Company to operate profitably and effectively with higher levels
of indebtedness, and (9) the ability to retain key employees and managers in
light of lower than planned incentives and benefits.
