<PAGE>
AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON OCTOBER 3, 1997
REGISTRATION NO. 333-
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- --------------------------------------------------------------------------------
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/ 333-35315
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 MAXIMUM PROPOSED MAXIMUM AMOUNT OF
AMOUNT TO AGGREGATE PRICE AGGREGATE REGISTRATION
TITLE OF SHARES TO BE REGISTERED BE REGISTERED(1) PER SHARE(2) OFFERING PRICE(1) FEE(2)
<S> <C> <C> <C> <C>
Common Stock, $0.01 Par Value..................... 575,000 $29.96875 $17,232,031.25 $5,221.83
</TABLE>
(1) Includes shares which the Underwriters have the option to purchase to cover
over-allotments, if any.
(2) Estimated solely for purposes of calculating the registration fee. Based on
the average of the high and low prices for the last five days reported on
the New York Stock Exchange pursuant to Rule 457(c) of the Securities Act of
1933, as amended.
--------------------------
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.
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- --------------------------------------------------------------------------------
<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. 333-35315) 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 "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 Indenture incorporated by
reference as Exhibit 4.1).
*5.1 Opinion of Latham & Watkins regarding the legality of the securities being registered.
*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).
</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
</TABLE>
/s/ JENNIFER L. ADAMS
--------------------------------------
*By: As Attorney in Fact
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 "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 Indenture incorporated by
reference as Exhibit 4.1).
*5.1 Opinion of Latham & Watkins regarding the legality of the securities being registered.
*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).
</TABLE>
- ------------------------
* Filed herewith.
+ Previously filed.
<PAGE>
Exhibit 5.1
[LETTERHEAD OF LATHAM & WATKINS]
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. 333-35315)
--------------------------------------------------------------------
Ladies and Gentlemen:
In connection with the registration of the Common Stock, par value
$0.01 (the "Common Stock") by World Color Press, Inc., a Delaware corporation
(the "Company"), 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. 333-35315), as amended (as so amended, the
"Registration Statement"), you have requested our opinion with respect to the
matters set forth below.
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 purpose 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.
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
<PAGE>
World Color Press, Inc.
October 3, 1997
Page 2
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 or any other local agencies within the state.
The shares of Common Stock have been duly authorized and, when
issued and delivered against payment therefor in accordance with the terms of
the Underwriting Agreement, will be validly issued, fully paid and
nonassessable.
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. 333-35315 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
