CADMUS COMMUNICATIONS CORP/NEW
8-K, 2000-02-29
COMMERCIAL PRINTING
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<PAGE>
                                 UNITED STATES
                        SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549
                             ----------------------



                                    FORM 8-K



               CURRENT REPORT PURSUANT TO SECTION 13 OR 15(D) OF
                      THE SECURITIES EXCHANGE ACT OF 1934


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



                       CADMUS COMMUNICATIONS CORPORATION
                       ---------------------------------
             (Exact Name of Registrant as specified in its Charter)



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



                       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)

                           ------------------------
<PAGE>

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.



                                   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 February 28, 2000.

                                   CADMUS COMMUNICATIONS
                                   CORPORATION



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

                                 Exhibit Index


Exhibit

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

<PAGE>

                                                                    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
follows:

                              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
<PAGE>

     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.
<PAGE>

     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
Commonwealth.

     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


                              By:_________________________________
                                 Name:____________________________
                                 Title:___________________________


                              FIRST UNION NATIONAL BANK, as Rights Agent

                              By:_________________________________
                                 Name:____________________________
                                 Title:___________________________

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