<PAGE>
As filed with the Securities and Exchange Commission on July 8, 1999
Registration No. 333-47743
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
----------------
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
-------------------
WORLD COLOR PRESS, INC.
(Exact name of registrant as specified in its charter)
DELAWARE 37-1167902
(STATE OR OTHER JURISDICTION OF (I.R.S. EMPLOYER
INCORPORATION OR ORGANIZATION) IDENTIFICATION NO.)
THE MILL
340 PEMBERWICK ROAD
GREENWICH, CONNECTICUT 06831
(Address of principal executive offices)
---------------
SECOND AMENDED AND RESTATED STOCK OPTION PLAN OF WORLD COLOR PRESS, INC.
THE AMENDED AND RESTATED 1995 SENIOR MANAGEMENT STOCK OPTION PLAN
OF WORLD COLOR PRESS, INC.
(full title of the plans)
---------------
COPY TO:
JENNIFER L. ADAMS STEVEN DELLA ROCCA
Vice Chairman, Chief Legal and Latham & Watkins
Administrative Officer and Secretary 885 Third Avenue
World Color Press, Inc. Suite 1100
The Mill, 340 Pemberwick Road New York, New York 10022
Greenwich, Connecticut 06831 (212)906-1200
(203) 532-4200
(Name, address, including zip code,
and telephone number, including
area code, of agent for service)
-------------------
<TABLE>
<CAPTION>
CALCULATION OF REGISTRATION FEE
============================================================================================================
Title of Each Class of Amount to be Proposed Maximum Proposed Maximum Amount of
Securities to be Registered Registered Offering Price Aggregate Registration
Per Share (1) Offering Price Fee
- ------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Common Stock, $.01 par
value 1,869,840 $28.00 $36,071,355 $10,641.05
============================================================================================================
</TABLE>
(1) Solely for the purposes of calculating the amount of the registration fee
pursuant to Rule 457(h) on the basis of the weighted average ($18.97) of the
exercise price for 1,803,340 shares subject to options that are outstanding
under the Plans as of June 30, 1999, and the average of the high and low price
for shares of the Registrant's Common Stock as reported on the New York Stock
Exchange, Inc. composite tape on July 6, 1999 ($28.00) for the 66,500 shares not
subject to outstanding options under the Plans as of June 30, 1999.
<PAGE>
On March 11, 1998, World Color Press, Inc. filed with the Securities and
Exchange Commission a Registration Statement on Form S-8 (File No. 333-47743)
relating to 3,264,190 shares of Common Stock to be offered and sold under the
plans set forth on the cover page of this Registration Statement, and the
contents of such prior Registration Statement are incorporated into this
Registration Statement by reference.
Item 8. Exhibits
5.1 Opinion of Latham & Watkins.
23.1 Consent of Deloitte & Touche.
23.2 Consent of Latham & Watkins (included in Exhibit 5.1).
24 Power of Attorney (included in the signature page to the
Registration Statement).
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as amended, the
registrant certifies that it has reasonable grounds to believe that it meets all
of the requirements for filing on Form S-8 and has duly caused this Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the city of Greenwich, Connecticut, on July 8, 1999.
WORLD COLOR PRESS, INC.
By: /s/ Jennifer L. Adams
------------------------------------------
Jennifer L. Adams
Vice Chairman, Chief Legal and Administrative
Officer and Secretary
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears
below, hereby constitutes and appoints Robert G. Burton, Jennifer L. Adams and
Robert B. Lewis, and each acting alone, his true and lawful attorneys-in-fact
and agents, with full power of resubstitution and substitution, for him and in
his name, place and stead, in any and all capacities, to sign any or all
amendments or supplements to this Registration Statement and to file the same
with all exhibits thereto and other documents in connection therewith, with the
Securities and Exchange commission, granting unto said attorneys-in-fact and
agents full power and authority to do and perform each and every act and thing
necessary or appropriate to be done with respect to this Registration Statement
or any amendments or supplements hereto in and about the premises, as fully to
all intents and purposes as he might or could do in person, hereby ratifying and
confirming all that said attorneys-in-fact and agents, each acting alone, or his
substitute or substitutes, may lawfully do or cause to be done by virtue hereof.
<PAGE>
Pursuant to the requirements of the Securities Act of 1933, as amended, this
Registration Statement has been signed by the following persons in their
respective capacities with World Color Press, Inc. and on the dates indicated.
SIGNATURES TITLES DATE
/s/ Robert G. Burton
- ----------------------------- Chairman of the Board of July 8, 1999
Robert G. Burton Directors and Chief Executive
Officer (Principal Executive
Officer)
/s/ Marc L. Reisch
- ----------------------------- Director, President July 8, 1999
Marc L. Reisch
/s/ Robert B. Lewis
- ----------------------------- Executive Vice President, July 8, 1999
Robert B. Lewis Chief Financial Officer
(Principal Financial and
Accounting Officer)
/s/ Gerald S. Armstrong
- ----------------------------- Director July 8, 1999
Gerald S. Armstrong
/s/ Patrice M. Daniels
- ----------------------------- Director July 8, 1999
Patrice M. Daniels
/s/ Alexander Navab, Jr.
- ----------------------------- Director July 8, 1999
Alexander Navab, Jr.
/s/ Scott M. Stuart
- ----------------------------- Director July 8, 1999
Scott M. Stuart
/s/ Dr. Mark J. Griffin
- ----------------------------- Director July 8, 1999
Dr. Mark J. Griffin
<PAGE>
WORLD COLOR PRESS, INC.
EXHIBIT INDEX
EXHIBIT SEQUENTIALLY
NUMBER DESCRIPTION OF EXHIBIT NUMBERED PAGE
- ------ ---------------------- -------------
5.1 Opinion of Latham & Watkins.
23.1 Consent of Deloitte & Touche.
23.2 Consent of Latham & Watkins (included in Exhibit 5.1).
24 Power of Attorney (included in the signature page to
the Registration Statement).
<PAGE>
Exhibit 5.1
[LETTERHEAD OF LATHAM & WATKINS]
July 8, 1999
World Color Press, Inc.
The Mill
340 Pemberwick Road
Greenwich, Connecticut 06831
Re: Registration Statement on Form S-8 with respect to
1,869,840 shares of Common Stock, par value $.01 per share
----------------------------------------------------------
Ladies and Gentlemen:
In connection with the preparation and filing by World Color Press,
Inc. (the "Company") with the Securities and Exchange Commission (the
"Commission") under the Securities Act of 1933, as amended (the "Act"), of a
Registration Statement on Form S-8 (the "Registration Statement") relating to
the issuance by the Company of 1,869,840 shares of the Company's Common Stock,
par value $.01 per share (the "Shares"), pursuant to the Second Amended and
Restated Stock Option Plan of World Color Press, Inc. (the "1988 Plan") and the
Amended and Restated 1995 Senior Management Stock Option Plan of World Color
Press, Inc. (the "Senior Management Plan"), you have requested our opinion with
respect to the matters set forth below.
In our capacity as your counsel in connection with such registration,
we are familiar with the proceedings taken and proposed to be taken by the
Company in connection with the authorization, issuance and sale of the Shares,
and for the purposes of this opinion, have assumed such proceedings will be
timely completed in the manner presently proposed. In addition, 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.
<PAGE>
LATHAM & WATKINS
July 8, 1999
Page 2
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 internal laws of the State of New York and the General Corporation Law of
the State of Delaware, and we express no opinion with respect to the
applicability thereto, or the effect thereon, of the laws of any other
jurisdiction or, in the case of Delaware, any other laws, or as to any matters
of municipal law or the laws of any local agency within any state.
Subject to the foregoing, it is our opinion that the Shares have been
duly authorized and, when issued and sold upon exercise of the options for such
Shares and payment of the exercise price therefor as contemplated by the 1988
Plan, or the Senior Management Plan, as the case may be, 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 "Interests of Named Experts and Legal Counsel".
Very truly yours,
/s/ LATHAM & WATKINS
<PAGE>
Exhibit 23.1
INDEPENDENT AUDITORS' CONSENT
We consent to the incorporation by reference in this Registration Statement
of World Color Press, Inc. on Form S-8 of our reports dated February 3, 1999,
appearing in and incorporated by reference in the Annual Report on Form 10-K
of World Color Press, Inc. for the year ended December 27, 1998.
/s/ Deloitte & Touche LLP
Deloitte & Touche LLP
New York, New York
July 8, 1999
