<PAGE>
Registration No. 33-
================================================================================
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
--------------------------
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
--------------------------
ADVO, Inc.
-----------------------------------------------
(Exact name of issuer as specified in its charter)
Delaware 06-0885252
- --------------------------------- ---------------------------
(State or other jurisdiction (IRS Employer
of incorporation or organization) Identification No.)
One Univac Lane, P.O. Box 755, Windsor, Connecticut 06095-0755
--------------------------------------------------------------
(Address of Principal Executive Offices)
--------------------------------------------------------------
1988 Non-Qualified Stock Option Plan and the 1993 Stock Option Subplan
of ADVO, Inc., as amended
(Full title of the plan)
--------------------------------------------------------------
David M. Stigler, Esq.
Senior Vice President and General Counsel
One Univac Lane, P.O. Box 755, Windsor, Connecticut 06095-0755
--------------------------------------------------------------
(Name and address of agent for service)
(203) 285-6120
--------------------------------------------------------------
(Telephone number, including area code, of agent for service)
-----------------------------------
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
================================================================================
Proposed
maximum Proposed
Title of offering maximum
securities Amount price aggregate Amount of
to be to be per share offering registration
registered registered (*) price (*) fee
- --------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Common Stock, par 3,000,000 $20.0625 $60,187,500 $20,754.31
value $.01 per share shares
</TABLE>
(*) Estimated pursuant to Rule 457(h) solely for the purpose of computing the
registration fee on the basis of the average of the high and low prices of the
Common Stock of ADVO, Inc. on April 5, 1995.
Pursuant to Rule 429, this registration statement constitutes Post-Effective
Amendment No. 5 to the Company's Form S-8 (File No. 33-27371) registering
1,625,000 shares for issue under the 1988 Non-Qualified Stock Option Plan and
1993 Stock Option Subplan (the "Plan"), as amended and Post-Effective Amendment
No. 1 to the Company's Form S-8 (File No. 33-34685) registering 312,500 shares
for issue under the Plan, as amended and Post-Effective Amendment No. 2 to the
Company's Form S-8 (File No. 33-40401) registering 500,000 shares for issue
under the Plan, as amended and Post-Effective Amendment No. 3 to the Company's
Form S-8 (File No. 33-60800) registering 312,500 shares for issue under the
Plan, as amended, and Post-Effective Amendment No. 4 to the Company's Form S-8
(File No. 33-52747) registering 550,000 shares for issue under the Plan, as
amended.
<PAGE>
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 3. - INCORPORATION OF DOCUMENTS BY REFERENCE
- -------------------------------------------------
The following documents filed by ADVO, Inc. (the "Company" or the
"registrant") with the Securities and Exchange Commission are incorporated
herein by reference:
(a) The Company's Annual Report on Form 10-K for the fiscal year ended
September 24, 1994;
(b) All other reports filed pursuant to Section 13(a) or 15(d) of the
Securities Exchange Act of 1934 (the "1934 Act") since the end of the
fiscal year covered by the Annual Report on Form 10-K referred to in (a)
above;
(c) The Company's definitive proxy statement, dated December 15, 1994, filed
pursuant to Section 14 of the 1934 Act in connection with the 1995 Annual
Meeting of Stockholders; and
(d) The description of the Company's Common Stock which is contained in its
registration statement on Form 10 dated September 12, 1986 filed under the
1934 Act, and including any amendment or report filed under the 1934 Act
for the purpose of updating such description.
All reports and other documents subsequently filed by the Company pursuant
to Sections 13(a), 13(c), 14 and 15(C) of the 1934 Act, prior to the filing of a
post-effective amendment which indicates that all securities offered hereby have
been sold or which deregisters all securities then remaining unsold, shall be
deemed to be incorporated by reference in this registration statement to be a
part hereof from the date of the filing of such reports and documents.
ITEM 4. - DESCRIPTION OF SECURITIES
- -----------------------------------
Not applicable
ITEM 5. - INTERESTS OF NAMED EXPERTS AND COUNSEL
- ------------------------------------------------
The consolidated financial statements of ADVO, Inc. incorporated by
reference in ADVO, Inc.'s Annual Report (Form 10-K) for the year ended September
24, 1994, have been audited by Ernst & Young LLP, independent auditors, as set
forth in their report thereon included therein and incorporated herein by
reference. Such financial statements are, and audited financial statements to
be included in subsequently filed documents will be, incorporated herein in
reliance upon the reports of Ernst & Young LLP pertaining to such financial
statements (to the extent covered by consents filed with the Securities and
Exchange Commission) given upon the authority of such firm as experts in
accounting and auditing.
The legality of the Common Stock is being passed on for the Company by Day,
Berry & Howard, CityPlace, Hartford, Connecticut 06103-3499.
ITEM 6. - INDEMNIFICATION OF DIRECTORS AND OFFICERS
- ---------------------------------------------------
Under Section 145 of the General Corporation Law of the State of Delaware
(the "DGCL"), directors and officers as well as other employees and individuals
may be indemnified against expenses (including attorneys' fees), judgement,
fines and amounts paid in settlement in connection with specified actions, suits
or proceedings, whether civil, criminal, administrative or investigative (other
than an action by or in the right of a corporation--a "derivative action") if
they acted in good faith and in a manner they reasonably believed to be in or
not opposed to the best interest of the corporation, and, with respect to any
criminal action or proceeding, had no reasonable cause to believe their conduct
was unlawful. A similar standard of care is applicable in the case of
derivative actions, except that indemnification only extends to expenses
(including attorneys' fees) incurred in connection with defense or settlement of
such an action and the DGCL requires court approval before there can be any
indemnification where the person seeking indemnification has been found liable
to the corporation. Additionally, a corporation is required to indemnify its
directors and officers against expenses to the extent that such directors or
officers have been successful on the merits or otherwise in any action, suit or
proceeding or in defense of any claim, issue or matter therein.
-2-
<PAGE>
Unless ordered by a court, an indemnification can be made by a corporation
only upon a determination that indemnification is proper in the circumstances
because the party seeking indemnification has met the applicable standard of
conduct as set forth in Delaware Law. The indemnification provided by Section
145 of the DGCL includes the right to be paid by the corporation the expenses
incurred in defending proceedings in advance of their final disposition. Such
advance payment of expenses, however, may be made only upon delivery to the
corporation by the indemnified party of an undertaking to repay all amounts so
advanced if it shall ultimately be determined that the person receiving such
payments is not entitled to be indemnified.
The right to indemnification and the payment of expenses incurred in
defending a proceeding in advance of its final disposition conferred by Section
145 of the DGCL is not exclusive of any other right which any person may have or
acquire under any statute, provision of the certificate of incorporation or
bylaws, or otherwise. In addition, Section 145 of the DGCL authorizes a
corporation to maintain insurance, at its expense, liability or loss, whether or
not the corporation would have the power to indemnify such person against such
expense, liability or loss under the DGCL.
As permitted by Section 145 of the DGCL, the Restated Certificate of
Incorporation and the Restated Bylaws of the Company provide for indemnification
of officers, directors, employees and agents of the Company in certain cases
against expenses and liabilities under judgements of reimbursement of amounts
paid in settlement.
ITEM 7. - EXEMPTION FROM REGISTRATION CLAIMED
- ---------------------------------------------
Not applicable
ITEM 8. - EXHIBITS
- ------------------
The following exhibits are filed herewith:
Description
-----------
Exhibit No.
- -----------
4.1 1988 Non-Qualified Stock Option Plan and 1993 Stock Option Subplan of
ADVO, Inc., as amended. (Incorporated by reference to Exhibit A to
the Company's Definitive Proxy Statement for the annual meeting of
Stockholders held on January 19, 1995).
4.2 Restated Certificate of Incorporation of ADVO, Inc. (Incorporated by
reference to Exhibit 5 of the Company's Registration Statement on
Form 8-A, filed on February 24, 1993 (the "Form 8-A")).
4.3 Restated Bylaws of ADVO, Inc. (Incorporated by reference to Exhibit 6
of the Form 8-A).
4.4 Option Agreements (Incorporated by reference to Exhibit 4.5 of the
Company's Registration Statement on Form S-8, filed on March 18, 1994
(No. 33-52747)).
4.5 Stockholder Protection Rights Agreement, dated as of February 5,
1993, between the Company and Mellon Securities Trust Company, as
Rights Agent, including Exhibit A and B (Incorporated by reference to
Exhibit 4.1 of the Company's Form 8-K, dated February 5, 1993).
5 Opinion of Day, Berry & Howard as to the legality of the Common Stock
being registered.
23.1 Consent of Independent Auditors.
23.2 Consent of Day, Berry & Howard (See Exhibit 5).
24 Power of Attorney (See Page 5).
-3-
<PAGE>
Item 9. - UNDERTAKINGS
- ----------------------
A. Undertaking to Update
The undersigned registrant hereby undertakes:
(1) To file, during any period in which offers or sales are being made, a
post-effective amendment to this Registration Statement:
(I) To include any Prospectus required by section 10(a)(3) of the
Securities Act of 1933;
(ii) To reflect in the Prospectus any facts or events arising after the
effective date of the Registration Statement (or the most recent
post-effective amendment thereof) which, individually or in the
aggregate, represent a fundamental change in the information set
forth in the Registration Statement;
(iii) To include any material information with respect to the plan of
distribution not previously disclosed in the Registration
Statement or any material change to such information in the
Registration Statement;
Provided, however, that paragraphs (a)(1)(I) and (a)(1)(ii) do not apply if
the Registration Statement is on Form S-3 or Form S-8, and the information
required to be included in a post-effective amendment by those paragraphs is
contained in periodic reports filed by the registrant pursuant to section 13 or
section 15(d) of the Securities Act of 1934 that are incorporated by reference
in the Registration Statement.
(2) That, for the purpose of determining any liability under the Securities
Act of 1933, each such post-effective amendment shall be deemed to be a new
registration statement relating to the securities offered therein, and the
offering of such securities at the time shall be deemed to be the initial bona
fide offering thereof.
(3) To remove from registration by means of a post-effective amendment any
of the securities being registered which remain unsold at the termination of the
offering.
B. Undertaking With Respect to Incorporating Certain Exchange Act Documents by
Reference
The undersigned registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act of 1933, each filing of the
registrant's annual report pursuant to section 13(a) or section 15(d) of the
Securities Exchange Act of 1934 (and, where applicable, each filing of an
employee benefit plan's annual report pursuant to section 15(d) of the
Securities Exchange Act of 1934) that is incorporated by reference in the
Registration Statement shall be deemed to be a new registration statement
relating to the securities offered therein, and the offering of such securities
at that time shall be deemed to be the initial bona fide offering thereof.
C. Indemnification
Insofar as indemnification for liabilities under the Securities Act of 1933
("the Act") may be permitted to directors, officers and controlling persons of
the registrant pursuant to the foregoing provisions, or otherwise, the
registrant has been advised that in the opinion of the Securities and Exchange
Commission such indemnification is against public policy as expressed in the Act
and is, therefore, unenforceable. In the event that a claim for indemnification
against such liabilities (other than the payment by the registrant of expenses
incurred or paid by a director, officer or controlling person of the registrant
in the successful defense of any action, suit or proceeding) is asserted by such
director, officer or controlling person in connection with the securities being
registered, the registrant will, unless in the opinion of its counsel the matter
has been settled by controlling precedent, submit to a court of appropriate
jurisdiction the question of whether such indemnification by it is against
public policy as expressed in the Act and will be governed by the final
adjudication of such issue.
-4-
<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 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 Town of Windsor, State of Connecticut, on April 5, 1995.
ADVO, Inc.
By /s/ Robert S. Hirst
-----------------------
ROBERT S. HIRST
Vice President and Controller
---------
Power of Attorney
Each of the undersigned hereby appoints David M. Stigler and Robert S.
Hirst, and each of them severally, his true and lawful attorneys to execute on
behalf of the undersigned any and all amendments 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. Each such
attorney will have the power to act hereunder with or without the other. Each of
the undersigned hereby ratifies and confirms all that attorneys, or any of them,
may lawfully do or cause to be done by virtue hereof.
---------
-5-
<PAGE>
Pursuant to the requirements of the Securities Act of 1933, this
registration statement has been signed by the following persons in the
capacities and on the dates indicated:
Signature Title Date
--------- ----- ----
/s/ ROBERT KAMERSCHEN
- ----------------------- Chairman, Chief Executive April 5, 1995
Robert Kamerschen Officer and Director
(Principal Executive Officer)
/s/ JOSEPH P. DURRETT
- ----------------------- President, Chief Operating April 5, 1995
Joseph P. Durrett Officer and Director
/s/ LARRY G. MORRIS
- ----------------------- Senior Executive Vice President, April 5, 1995
Larry G. Morris Chief Administrative and Process
Development Officer and Director
/s/ LOWELL W. ROBINSON
- ----------------------- Executive Vice President and April 5, 1995
Lowell W. Robinson Chief Financial Officer (Principal
Financial Officer)
/s/ ROBERT S. HIRST
- ----------------------- Vice President and Controller April 5, 1995
Robert S. Hirst (Principal Accounting Officer)
- ----------------------- Director April 5, 1995
Jack W. Fritz
- ----------------------- Director April 5, 1995
Lawrence Lachman
/s/ HOWARD H. NEWMAN
- ----------------------- Director April 5, 1995
Howard H. Newman
- ----------------------- Director April 5, 1995
John R. Rockwell
/s/ RICHARD H. STOWE
- ----------------------- Director April 5, 1995
Richard H. Stowe
- ----------------------- Director April 5, 1995
John L. Vogelstein
-6-
<PAGE>
EXHIBIT INDEX
-------------
Sequential
Exhibit No. Description Page
- ----------- ----------- ----
5 Opinion of Day, Berry & Howard as to the legality of
the Common Stock being registered.......................
23.1 Consent of Independent Auditors.........................
23.2 Consent of Day, Berry & Howard (See Exhibit 5)..........
24 Power of Attorney (See Page 5)..........................
-7-
<PAGE>
EXHIBIT 5
April 5, 1995
ADVO, Inc.
One Univac Lane
Windsor, CT 06095-2668
Gentlemen:
We have acted as your special counsel with respect to the Registration
Statement on Form S-8 under the Securities Act of 1993, as amended, as filed
by ADVO, Inc. (the "Company") with the Securities and Exchange Commission,
relating to an additional 3,000,000 shares of common stock, $.01 par value,
of the Company (the "Shares"), to be issued upon exercise of options granted
under the Company's 1988 Non-qualified Stock Option Plan, as amended (the
"1988 Plan") and the 1993 Stock Option Subplan (the "Subplan").
We have examined the 1988 Plan and Subplan, the minutes of the corporate
proceedings of the Board of Directors of the Company and such other
documents as we have deemed necessary or advisable for the purposes of our
opinion below.
Based upon the foregoing, we are of the opinion that the Shares to be
issued under the 1988 Plan and Subplan will, when so issued upon receipt of
the consideration specified in the 1988 Plan and Subplan, be validly issued,
fully paid and non-assessable (assuming that, at the time of such issuance,
the Company has a sufficient number of authorized and unissued shares
available for such issuance).
We consent to the use of this opinion as Exhibit 5 to the aforesaid
Registration Statement. In giving such consent, we do not thereby admit
that we are in the category of persons whose consent is required under
Section 7 of the Securities Act of 1933, as amended, or the rules and
regulations of the Securities and Exchange Commission thereunder.
Very truly yours,
DAY, BERRY & HOWARD
<PAGE>
EXHIBIT 23.1
CONSENT OF INDEPENDENT AUDITORS
We consent to the reference to our firm under the caption "Interests of
Named Experts and Counsel" in the Registration Statement constituting Post-
Effective Amendment No. 5 to Form S-8 (No. 33-27371) and Post-Effective
Amendment No. 4 to Form S-8 (No. 33-52747), both pertaining to the 1988 Non-
Qualified Stock Option Plan of ADVO, Inc., as amended, and the 1993 Stock
Option Subplan, Post-Effective Amendment No. 1 to Form S-8 (No. 33-34685),
Post-Effective Amendment No. 2 to Form S-8 (No. 33-40401) and Post-Effective
Amendment No. 3 to Form S-8 (No. 33-60800), all pertaining to the 1988 Non-
Qualified Stock Option Plan of ADVO, Inc., as amended, and to the
incorporation by reference therein of our report dated October 19, 1994,
with respect to the consolidated financial statements of ADVO, Inc.
incorporated by reference in its Annual Report (Form 10-K) for the year
ended September 24, 1994 and the related financial statement schedules
included therein, filed with the Securities and Exchange Commission.
Ernst & Young LLP
Hartford, Connecticut
April 5, 1995
