<PAGE>
AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON OCTOBER 3, 1997
REGISTRATION NO. 333-
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
------------------------
POST-EFFECTIVE AMENDMENT NO. 1
TO
FORM S-3
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
---------------------
WORLD COLOR PRESS, INC.
(Exact name of registrant as specified in its charter)
<TABLE>
<S> <C>
DELAWARE 37-1167902
(State or Other Jurisdiction of (I.R.S. Employer
Incorporation or Organization) Identification No.)
</TABLE>
------------------------
<TABLE>
<S> <C>
THE MILL JENNIFER L. ADAMS, ESQ.
340 PEMBERWICK ROAD EXECUTIVE VICE PRESIDENT, CHIEF LEGAL AND
GREENWICH, CONNECTICUT 06831 ADMINISTRATIVE OFFICER AND SECRETARY
(203) 532-4200 WORLD COLOR PRESS, INC.
(Address, Including Zip Code, and Telephone THE MILL
Number, Including Area Code, of Registrant's 340 PEMBERWICK ROAD
Principal Executive Offices) GREENWICH, CONNECTICUT 06831
(203) 532-4200
(Name, Address, Including Zip Code, and
Telephone Number, Including Area Code,
of Agent for Service)
</TABLE>
------------------------
COPIES TO:
<TABLE>
<S> <C>
STEVEN DELLA ROCCA, ESQ. MARK C. SMITH, ESQ.
LATHAM & WATKINS SKADDEN, ARPS, SLATE, MEAGHER & FLOM LLP
885 THIRD AVENUE, SUITE 1000 919 THIRD AVENUE
NEW YORK, NEW YORK 10022 NEW YORK, NEW YORK 10022
(212) 906-1200 (212) 735-3000
</TABLE>
--------------------------
APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO THE PUBLIC: As soon as
practicable after this Registration Statement becomes effective.
If the only securities being registered on this form are being offered
pursuant to dividend or interest reinvestment plans, please check the following
box. / /
If any of the securities being registered on this form are to be offered on
a delayed or continuous basis pursuant to Rule 415 under the Securities Act of
1933, other than securities offered only in connection with dividend or interest
reinvestment plans, check the following box. / /
If this form is filed to register additional securities for an offering
pursuant to Rule 462(b) under the Securities Act, please check the following box
and list the Securities Act registration statement number of the earlier
effective registration statement for the same offering. /X/ __333-35325__
If this form is a post-effective amendment filed pursuant to Rule 462(c)
under the Securities Act, check the following box and list the Securities Act
registration statement number of the earlier effective registration statement
for the same offering. / /
- -------------
If delivery of the prospectus is expected to be made pursuant to Rule 434,
please check the following box. / /
--------------------------
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
PROPOSED PROPOSED
MAXIMUM MAXIMUM AMOUNT OF
AMOUNT TO BE AGGREGATE PRICE AGGREGATE REGISTRATION
TITLE OF SHARES TO BE REGISTERED REGISTERED(1) PER SECURITY(2) OFFERING PRICE(2) FEE(2)(3)(4)
<S> <C> <C> <C> <C>
% Convertible Senior Subordinated Notes....... $25,300,000 100% $25,300,000 $7,666.67
Common Stock, $.01 Par Value (4)................ -- -- -- --
</TABLE>
(1) Includes Notes which the Underwriters have the option to purchase to cover
over-allotments, if any.
(2) Estimated solely for purposes of calculating the registration fee.
(3) Calculated pursuant to Section 6(b) of the Securities Act of 1933.
(4) There are being registered hereunder such presently indeterminate number of
shares of Common Stock into which the Convertible Senior Subordinated Notes
are convertible. Accordingly, pursuant to Rule 457(c) under the Securities
Act, which permits the registration fee to be calculated on the basis of the
maximum offering price of all securities listed, the table does not specify
the amount to be registered, the proposed maximum offering price per
security or the proposed maximum aggregate offering price.
THE REGISTRANT HEREBY AMENDS THIS REGISTRATION STATEMENT ON SUCH DATE OR
DATES AS MAY BE NECESSARY TO DELAY ITS EFFECTIVE DATE UNTIL THE REGISTRANT SHALL
FILE A FURTHER AMENDMENT WHICH SPECIFICALLY STATES THAT THIS REGISTRATION
STATEMENT SHALL THEREAFTER BECOME EFFECTIVE IN ACCORDANCE WITH SECTION 8(A) OF
THE SECURITIES ACT OF 1933 OR UNTIL THE REGISTRATION STATEMENT SHALL BECOME
EFFECTIVE ON SUCH DATE AS THE COMMISSION, ACTING PURSUANT TO SAID SECTION 8(A),
MAY DETERMINE.
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
<PAGE>
EXPLANATORY NOTE
This Registration Statement is being filed pursuant to Rule 462(b) under the
Securities Act of 1933, as amended. The contents of the Registration Statement
on Form S-3 (Reg. No. 333-35325) filed by World Color Press, Inc. (the
"Company") with the Securities and Exchange Commission on September 10, 1997, as
amended, which was declared effective on October 2, 1997, are incorporated
herein by reference.
<PAGE>
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
ITEM 16. EXHIBITS.
(a) Exhibits:
The following exhibits are filed pursuant to Item 601 of Regulation S-K.
<TABLE>
<CAPTION>
EXHIBIT
NO. DESCRIPTION
- --------- ------------------------------------------------------------------------------------------------------
<C> <S>
+1.1 Form of Underwriting Agreement.
3.1 Amended and Restated Certificate of Incorporation of World Color Press, Inc., incorporated by
reference to Exhibit 3.1 to World Color's Registration Statement on Form S-1 (No. 33-99676) under
the Securities Act.
3.2 Amended and Restated By-Laws of World Color Press, Inc., incorporated by reference to Exhibit 3.2 to
World Color's Annual Report on Form 10-K for the fiscal year ended December 29, 1996.
4.1 Indenture (the "Senior Subordinated Note Indenture") between World Color and First Trust National
Association, as trustee, relating to World Color's 9 1/8% Senior Subordinated Notes due 2003,
incorporated by reference to Exhibit 4.1 to World Color's Annual Report on Form 10-K for the fiscal
year ended December 26, 1993.
4.2 Specimen of 9 1/8% Senior Subordinated Notes due 2003 (included in the Senior Subordinated Note
Indenture incorporated by reference as Exhibit 4.1).
+4.3 Form of Indenture between World Color Press, Inc. and State Street Bank and Trust Company, as Trustee.
+4.4 Form of 6% Convertible Senior Subordinated Note due 2007 (included in Exhibit 4.3).
*5.1 Opinion of Latham & Watkins regarding the legality of the securities being registered.
+12.1 Statement re: computation of ratios.
*23.1 Consent of Deloitte & Touche LLP.
*23.2 Consent of Latham & Watkins (included in Exhibit 5.1 hereto).
*24.1 Powers of Attorney (included above the signature block to the Registration Statement).
+25.1 Form T-1 Statement of Eligibility and Qualification under the Trust Indenture Act of 1939 of State
Street Bank and Trust Company, as Trustee.
</TABLE>
- ------------------------
* Filed herewith.
+ Previously filed.
II-1
<PAGE>
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 the
requirements for filing on Form S-3 and has duly caused this amendment to the
Registration Statement to be signed on its behalf by the undersigned, thereunto
duly authorized, in the City of Greenwich, State of Connecticut on October 3,
1997.
WORLD COLOR PRESS, INC.
BY: /S/ JENNIFER L. ADAMS
------------------------------------------
Jennifer L. Adams
EXECUTIVE VICE PRESIDENT,
CHIEF LEGAL AND ADMINISTRATIVE OFFICER AND
SECRETARY
POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears
below constitutes and appoints jointly and severally, Jennifer L. Adams, Robert
G. Burton and Thomas M. Pierno, and each one of them, his attorneys-in-fact,
each with the power of substitution, for him in any and all capacities, to sign
any and all amendments to this Registration Statement (including post effective
amendments), and to sign any registration statement for the same offering
covered by this Registration Statement that is to be effective upon filing
pursuant to Rule 462(b) promulgated under the Securities Act of 1933, and all
post-effective amendments thereto, and to file the same, with exhibits thereto
and other documents in connection therewith, with the Securities and Exchange
Commission, hereby ratifying and confirming all that each of said
attorneys-in-fact, or his substitute or substitutes, may do or cause to be done
by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, this amendment
to the Registration Statement has been signed by the following persons in the
capacities and on the dates indicated.
<TABLE>
<CAPTION>
SIGNATURE TITLE DATE
- ------------------------------------------------------ --------------------------------- ----------------------
<C> <S> <C>
* Chairman of the Board of
------------------------------------------- Directors, President and Chief
Robert G. Burton Executive Officer (Principal
Executive Officer)
* President of Manufacturing and
------------------------------------------- Director
Michael W. Harris
* Executive Vice President, Chief
------------------------------------------- Financial Officer (Principal
Thomas M. Pierno Financial Officer and Principal
Accounting Officer)
</TABLE>
II-2
<PAGE>
<TABLE>
<CAPTION>
SIGNATURE TITLE DATE
- ------------------------------------------------------ --------------------------------- ----------------------
<C> <S> <C>
* Group President, Sales and Chief
------------------------------------------- Operating Officer and Director
Marc L. Reisch
* Director
-------------------------------------------
Gerald S. Armstrong
* Director
-------------------------------------------
Dr. Mark J. Griffin
* Director
-------------------------------------------
Henry R. Kravis
* Director
-------------------------------------------
Alexander Navab, Jr.
* Director
-------------------------------------------
George R. Roberts
* Director
-------------------------------------------
Scott M. Stuart
*By: /s/ JENNIFER L. ADAMS
-------------------------------------------
As Attorney in Fact
</TABLE>
II-3
<PAGE>
EXHIBIT INDEX
<TABLE>
<CAPTION>
EXHIBIT
NO. DESCRIPTION
- --------- ------------------------------------------------------------------------------------------------------
<C> <S>
+1.1 Form of Underwriting Agreement.
3.1 Amended and Restated Certificate of Incorporation of World Color Press, Inc., incorporated by
reference to Exhibit 3.1 to World Color's Registration Statement on Form S-1 (No. 33-99676) under
the Securities Act.
3.2 Amended and Restated By-Laws of World Color Press, Inc., incorporated by reference to Exhibit 3.2 to
World Color's Annual Report on Form 10-K for the fiscal year ended December 29, 1996.
4.1 Indenture (the "Senior Subordinated Note Indenture") between World Color and First Trust National
Association, as trustee, relating to World Color's 9 1/8% Senior Subordinated Notes due 2003,
incorporated by reference to Exhibit 4.1 to World Color's Annual Report on Form 10-K for the fiscal
year ended December 26, 1993.
4.2 Specimen of 9 1/8% Senior Subordinated Notes due 2003 (included in the Senior Subordinated Note
Indenture incorporated by reference as Exhibit 4.1).
+4.3 Form of Indenture between World Color Press, Inc. and State Street Bank and Trust Company, as Trustee.
+4.4 Form of 6% Convertible Senior Subordinated Note due 2007 (included in Exhibit 4.3).
*5.1 Opinion of Latham & Watkins regarding the legality of the securities being registered.
+12.1 Statement re: computation of ratios.
*23.1 Consent of Deloitte & Touche LLP.
*23.2 Consent of Latham & Watkins (included in Exhibit 5.1 hereto).
*24.1 Powers of Attorney (included above the signature block to the Registration Statement).
+25.1 Form T-1 Statement of Eligibility and Qualification under the Trust Indenture Act of 1939 of State
Street Bank and Trust Company, as Trustee.
</TABLE>
- ------------------------
* Filed herewith.
+ Previously filed.
<PAGE>
EXHIBIT 5.1
[LATHAM & WATKINS LETTERHEAD]
October 3, 1997
World Color Press, Inc.
The Mill
340 Pemberwick Road
Greenwich, Connecticut 06831
Re: POST-EFFECTIVE AMENDMENT NO. 1 TO REGISTRATION STATEMENT ON FORM S-3
WORLD COLOR PRESS, INC.
(RELATING TO FILE NO. 333-35325)
Ladies and Gentlemen:
In connection with the registration of 6% Convertible Senior
Subordinated Notes due 2007 (the "Notes") by World Color Press, Inc., a Delaware
corporation (the "Notes"), under the Securities Act of 1933, as amended, on Form
S-3 filed with the Securities and Exchange Commission (the "Commission") on
September 10, 1997 (File No. 333-35325), as amended (as so amended, the
"Registration Statement"), you have requested our opinion with respect to the
matters set forth below. The Notes will be issued pursuant to an indenture (the
"Indenture") between the Company and State Street Bank and Trust Company, as
trustee.
In our capacity as your counsel, we have made such legal and factual
examinations and inquiries, including an examination of originals or copies
certified or otherwise identified to our satisfaction of such documents,
corporate records and instruments, as we have deemed necessary or appropriate
for purposes of this opinion.
In our examination, we have assumed the genuineness of all signatures,
the authenticity of all documents submitted to us as originals and the
conformity to authentic original documents of all documents submitted to us as
copies.
<PAGE>
World Color Press, Inc.
October 3, 1997
Page 2
We are opining herein as to the effect on the subject transaction only
of the federal laws of the United States and the General Corporation Law of the
State of Delaware, and we express no opinion with respect to the laws of any
other jurisdiction or, in the case of Delaware, any other laws, as to any
matters of municipal law or the laws of any other local agencies within the
state.
Subject to the foregoing and the other matters set forth herein, it is
our opinion that, as of the date hereof, when executed and delivered by or on
behalf of the Company, and authenticated by the Trustee, in accordance with the
terms of the Indenture and upon payment therefor as contemplated by the
Registration Statement, the Notes will constitute valid and binding obligations
of the Company, enforceable against the Company in accordance with their terms.
The opinion rendered in the paragraph above relating to the
enforceability of the Notes is subject to the following exceptions, limitations
and qualifications: (i) the effect of bankruptcy, insolvency, reorganization,
moratorium, fraudulent conveyance or other similar laws now or hereafter in
effect relating to or affecting the rights and remedies of creditors; (ii) the
effect of general principles of equity, whether enforcement is considered in a
proceeding in equity or at law, and the discretion of the court before which any
proceeding therefor may be brought; (iii) we express no opinion concerning the
enforceability of the waiver of rights or defenses contained in Section 4.3 of
the Indenture; and (iv) we express no opinion with respect to whether
acceleration of the Notes may affect the collectibility of that portion of the
stated principal amount thereof which might be determined to constitute unearned
interest thereon.
To the extent that the obligations of the Company under the Indenture
and the Notes may be dependent upon such matters, we assume for purposes of this
opinion that: (i) each party to the Indenture is duly organized, validly
existing and in good standing under the laws of its jurisdiction of
organization; (ii) each party to the Indenture has full corporate or
organizational power and authority to execute, deliver and perform its
obligations thereunder; (iii) each party to the Indenture has duly authorized by
all necessary corporate action the execution, delivery and performance of the
Indenture; and (iv) the Indenture has been, or will be, duly executed and
delivered by each party thereto.
In addition, to the extent that the obligations of the Company under
the Indenture and the Notes may be dependent upon such matters, we assume for
purposes of this opinion that: (i) the Trustee is duly qualified to engage in
the activities contemplated by the Indenture; (ii) the Indenture constitutes the
legally valid, binding and enforceable obligation of the Trustee, enforceable
against the Trustee in accordance with its terms; (iii) the Trustee is in
compliance, generally and with respect to acting as a trustee under the
Indenture, with all applicable laws and
<PAGE>
World Color Press, Inc.
October 3, 1997
Page 3
regulations; and (iv) the Trustee has the requisite organizational and legal
power and authority to perform its obligations under the Indenture.
We consent to your filing this opinion as an exhibit to the
Registration Statement and to the reference to our firm contained under the
heading "Legal Matters."
Very truly yours,
LATHAM & WATKINS
<PAGE>
EXHIBIT 23.1
INDEPENDENT AUDITORS' CONSENT
We consent to the use in this Post-Effective Amendment No. 1 to Registration
Statement No. 333-35325 of World Color Press, Inc. on Form S-3 of our report
dated February 5, 1997, appearing in the Prospectus, which is part of this
Registration Statement, and to the incorporation by reference of our reports
dated February 5, 1997, appearing in and incorporated by reference in the Annual
Report on Form 10-K of World Color Press, Inc. for the year ended December 29,
1996.
We also consent to the reference to us under the headings "Summary Financial
Data" and "Experts" in such Prospectus, which is part of this Registration
Statement.
DELOITTE & TOUCHE LLP
New York, New York
October 3, 1997
