8-K, 2000-02-29
Previous: GLEASON CORP /DE/, SC 13D/A, 2000-02-29
Next: MONTEREY MUTUAL FUND, 24F-2NT, 2000-02-29

                                 UNITED STATES
                             Washington, D.C. 20549

                                    FORM 8-K

                      THE SECURITIES EXCHANGE ACT OF 1934

               Date of Report (Date of earliest event reported):
                               February 17, 2000

             (Exact Name of Registrant as specified in its Charter)

<S>                             <C>                              <C>
(State or other jurisdiction                   0-12954                         54-1274108
      of incorporation)                 (Commission File Number)       (IRS Employer Identification

                       6620 West Broad Street, Suite 240
                            Richmond, Virginia 23230
                                 (804) 287-5680

              (Address, including zip code, and telephone number,
                      including area code, of registrant's
                          principal executive offices)


Item 5.  Other Events.

     On February 17, 2000, the Board of Directors of Cadmus Communications
Corporation (the "Company") authorized an amendment to the Company's shareholder
rights agreement dated as of February 15, 1999 (the "Rights Agreement").
Pursuant to the amendment, the definition of "Acquiring Person" contained in the
Rights Agreement has been amended to prevent the Rights Agreement from being
triggered in certain specified circumstances or inadvertently.

Item 7.  Financial Statements and Exhibits.

     Exhibit 99.1  Amendment to Rights Agreement, dated as of February 17, 2000,
                   between Cadmus Communications Corporation and First Union
                   National Bank.


     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 February 28, 2000.

                                   CADMUS COMMUNICATIONS

                                   By:  /s/ Bruce V. Thomas
                                   Bruce V. Thomas
                                   Executive Vice President, Chief Operating
                                   Officer and Secretary

                                 Exhibit Index


     Exhibit 99.1  Amendment to Rights Agreement, dated as of February 17, 2000,
                   between Cadmus Communications Corporation and First Union
                   National Bank.


                                                                    EXHIBIT 99.1

                         AMENDMENT TO RIGHTS AGREEMENT

     THIS AMENDMENT TO RIGHTS AGREEMENT, dated as of February 17, 2000 (this
"Amendment"), between CADMUS COMMUNICATIONS CORPORATION, a Virginia corporation
(the "Company"), and FIRST UNION NATIONAL BANK, a national banking association
organized under the laws of the United States (the "Rights Agent"), provides as

                              W I T N E S S E T H

     WHEREAS, the Company and the Rights Agent are parties to a Rights Agreement
dated February 15, 1999 (the "Rights Agreement"); and

     WHEREAS, the Company and the Rights Agent now desire to amend the Rights
Agreement as provided herein;

     NOW, THEREFORE, in consideration of the premises and the mutual agreements
herein set forth, the parties hereby agree as follows:

     Section 1.  Amendment to "Acquiring Person" Definition.  The definition of
"Acquiring Person" originally set forth in Section 1 of the Rights Agreement is
hereby amended and restated in its entirety to read as follows:

     (a)  "Acquiring Person" shall mean any Person who or which, alone or
     together with all Affiliates and Associates of such Person, shall at any
     time be the Beneficial Owner of either or both of (i) 20% or more of the
     shares of Common Stock then outstanding or (ii) 20% or more of the Rights
     then outstanding; provided, however, that the term "Acquiring Person" shall
     not include (a) the Company, any Subsidiary of the Company, any employee
     benefit plan of the Company or of any Subsidiary of the Company, or any
     Person or entity organized, appointed or established by the Company for or
     pursuant to the terms of any such employee benefit plan; (b) any Person who
     or which would otherwise be an Acquiring Person solely as a result of a
     reduction in the aggregate number of shares of Common Stock outstanding due
     to a repurchase or other retirement of shares of Common Stock by the
     Company since the last date on which such Person acquired Beneficial
     Ownership of any shares of Common Stock; (c) any Person who or which would

     otherwise be an Acquiring Person solely as a result of the acquisition by
     such Person of Beneficial Ownership of any shares of Common Stock based on
     the good faith belief of such Person that such acquisition would not (1)
     cause such Person's Beneficial Ownership to equal or exceed 20% of the
     shares of Common Stock then outstanding (and such Person relied in good
     faith in computing the percentage of its Beneficial Ownership on publicly
     filed reports or documents of the Company which were inaccurate or out-of-
     date), or (2) otherwise cause a Distribution Date or the adjustment
     provided for in Section 11(a) to occur; (d) any Person who or which would
     otherwise be an Acquiring Person solely as a result of two or more
     shareholders of the Company (acting in concert or otherwise acting in a
     manner that might be deemed to constitute such shareholders a "group" as
     such term is used in the definition of Person below or that might be deemed
     to cause any such shareholder to be the Beneficial Owner of any such other
     shareholder's Common Stock pursuant to clause (iv) of the definition of
     Beneficial Owner below) discussing, studying, planning or formulating plans
     or proposals with respect to the Company, the Company's plans, performance
     or prospects, the Company's ownership or capital structure (including
     changes thereto) or any other similar matters relating to the Company; or
     (e) any Person who has become an Acquiring Person inadvertently and without
     any intention of changing or influencing control of the Company; provided,
     however, if any Person that is not an Acquiring Person due to clause (d)
     above takes any action or actions the consummation of which would effect or
     implement a plan or proposal to change the control of the Company or
     materially alter the ownership structure of the Company (including, without
     limitation, by making a tender or exchange offer to or soliciting proxies
     from any of the Company's shareholders or seeking to have one or more third
     parties make such an offer or solicitation without the consent of the Board
     of Directors of the Company), nothing contained in such clause (d) will
     prevent such Person from becoming an Acquiring Person if such Person
     otherwise meets the definition thereof.  Notwithstanding clauses (b), (c)
     or (e) above, if any Person that is not an Acquiring Person due to any of
     such clauses does not reduce its percentage of Beneficial Ownership of
     shares of Common Stock to less than 20% by the Close of Business on the
     tenth Business Day after notice from the Company (the date of notice being
     the first day) that such Person's Beneficial Ownership of shares of Common
     Stock so equals or exceeds 20%, such Person shall, at the end of such ten
     Business Day Period, become an Acquiring Person (and such clause (b), (c)
     or (e), as applicable, shall no longer apply to such Person).  For purposes
     of this definition, the determination whether one or more of clauses (a),
     (b), (c), (d) or (e) above applies to any particular Person shall be
     conclusively determined by the Board of Directors of the Company.

     2.  No Other Amendments.  Except as expressly amended hereby, the terms of
the Rights Agreement shall remain in full force and effect in all respects.

     3.  Effectiveness.  This Amendment shall be effective as of February 17,
2000, as fully as if executed by both parties on such date.

     4.  Governing Law.  This Amendment shall be deemed to be a contract made
under the laws of the Commonwealth of Virginia and for all purposes shall be
governed by and construed in accordance with the laws of such Commonwealth
applicable to contracts made and to be performed entirely within such

     5.  Counterparts.  This Amendment may be executed in any number of
counterparts, and each of such counterparts shall for all purposes be deemed to
be an original, and all such counterparts shall together constitute but one and
the same instrument.

     IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be
duly executed, all as of the day and year first above written.

                              CADMUS COMMUNICATIONS CORPORATION


                              FIRST UNION NATIONAL BANK, as Rights Agent


Top Judgements:
Saskatoon Co-operative Association Limited v United Food and Commercial Workers | Aug 15, 2022
Old Lakeshore Inc. v City of Burlington | Sep 2, 2022
Tietz v. Affinor Growers Inc. | Sep 13, 2022
Efficiencyone (E1) | Sep 6, 2022
President's Choice Bank v. The Queen | Jul 19, 2022
First Global Data Ltd | Sep 15, 2022
Rayonier v Unifor, Locals 256 and 89 | Aug 11, 2022
Alberta Workers’ Compensation Appeals Commission | Decision No. 2021-0334 | Jul 14, 2022
Metrowest Developments Ltd v Flynn Canada Ltd | Sep 14, 2022
R. v. Cameron | Jul 15, 2022
Functional Servicing and Stormwater Management | Jul 28, 2022
101034761 Saskatchewan Ltd. v Mossing | Aug 24, 2022
Waste Control Services Inc. v International Union of Operating Engineers, Local No. 115 | Aug 12, 2022
RJM56 Holdings Inc. c. Bazinet | Aug 17, 2022
Sherwood v The Owners, Strata Plan VIS 1549 | Aug 9, 2022
WCAT Decision A2001487 | Aug 8, 2022
City of Hamilton v Ontario Water Employees’ Association | Sep 12, 2022
Century Services Corp. v. LeRoy | Jul 8, 2022
United Food and Commercial Workers, Local 175 v Metro Ontario Inc. | Jul 4, 2022
Langmaid’s Island Corporation v Lake of Bays | Sep 12, 2022
WCAT Decision A2102416 | Jul 22, 2022
Inquiry about McAbee Fossil beds | Jul 14, 2022
1088558 Ontario Inc. v. Musial | Sep 16, 2022
Biogen Canada Inc. v. Pharmascience Inc. | Aug 8, 2022
CIC Management Services Inc. v City of Toronto | Jul 21, 2022
Bonterra Energy Corp v Rosells’ Enterprises Ltd | Aug 31, 2022
WCAT Decision A2100606 | Aug 17, 2022
Leffler v Aaron Behiel Legal Professional Corporation | Jun 30, 2022
Espartel Investments v. MTCC No. 993 | Aug 19, 2022
Onespace Unlimited Inc. v. Plus Development Group Corp. | Sep 19, 2022
Professional Institute of the Public Service of Canada v. Canada Revenue Agency | Jun 23, 2022
Community Savings Credit Union v. Bodnar | Jul 29, 2022
Galperti SRL v F.I.A.L. Finanziaria Industrie Alto Lario S.P.A | Jun 30, 2022
WCAT Decision A2102352 | Jul 6, 2022
WCAT Decision A2102306 | Jul 25, 2022
Thrive Capital Management Ltd. v. Noble 1324 Queen Inc. | Jul 12, 2022
Questor Technology Inc v Stagg | Sep 8, 2022
MediPharm v. Hexo and Hwang | Jul 25, 2022
Immunization rates & vaccine hesitancy | Aug 17, 2022
Morabito v. British Columbia Securities Commission | Aug 12, 2022
Killeleagh v Mountain View County (Development Authority) | Aug 24, 2022
Quality Control Council v Stanley Inspection Canada Ltd. | Sep 9, 2022
British Columbia Investment Management Corporation | Aug 17, 2022
Abbeylawn Manor Living Inc. v Sevice Employees International Union, Local 1 Canada | Jul 5, 2022
Windrift Adventures Inc. et al. v. Chief Animal Welfare Inspector | Aug 18, 2022
Irani and Khan v. Registrar, Motor Vehicle Dealers Act | Jul 14, 2022
CP REIT Ontario Properties Limited v City of Toronto | Aug 12, 2022
Potash Corporation of Saskatchewan Inc. v. The Queen | Jul 7, 2022
Wong v. Pretium Resources Inc. | Jul 22, 2022
Labourers' International Union of North America, Local 183, Union v Mulmer Services Ltd. | Aug 5, 2022
City of Mississauga v. Hung | Sep 22, 2022
Secretary of the Ministry of Health v The New South Wales Nurses and Midwives' Association (28 September 2022)
Orewa Community Church v Minister for Covid-19 Response (16 August 2022)
Yeshiva College Bondi Limited v NSW Education Standards Authority (15 August 2022)
Moreland Planning Scheme Amendment C208more | Heritage Nominations Study | Panel Report | 15 July 2022
New Zealand Tegel Growers Association Incorporated | 2 August 2022
Farrow-Smith and Comcare (Compensation) | 26 September 2022
Evolution Fleet Services Pty Ltd v Allroads Plant Pty Ltd | 14 September 2022
656621 B.C. Ltd. v David Moerman Painting Ltd. | Sep 27, 2022
Fraser Valley Packers Inc. v Raiwal Holdings Ltd | Sep 26, 2022
Parmar v Tribe Management Inc. | Sep 26, 2022
DES Studio inc. c. Shuchat | Sep 26, 2022
Van-Kam Freightways Ltd. v Teamsters Local Union No. 31 | Sep 28, 2022
Rogers Communication Inc. v British Columbia | Sep 28, 2022
Alderbridge Way GP Ltd. | Sep 28, 2022

© 2022 IncJournal is not affiliated with or endorsed by the U.S. Securities and Exchange Commission