AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON MAY 15, 1996
REGISTRATION NO. 333-
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
__________________
FORM S-3
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
ADVO, INC.
(Exact name of registrant as specified in its charter)
DELAWARE 06-0885252
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification Number)
ONE UNIVAC LANE
P.O. BOX 755
WINDSOR, CONNECTICUT 06095-0755
(Address, including zip code, and telephone number,
including area code, of registrant's principal executive offices)
DAVID M. STIGLER, ESQ.
SENIOR VICE PRESIDENT, GENERAL COUNSEL AND SECRETARY
ADVO, INC.
ONE UNIVAC LANE
P.O. BOX 755
WINDSOR, CONNECTICUT 06095-0755
(Name, address, including zip code, and telephone number,
including area code, of agent for service)
COPY TO:
M. Louise Turilli
Day, Berry & Howard
CityPlace
Hartford, Connecticut 06103-3499
(203) 275-0178
APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO THE PUBLIC: From
time to time after the effective date of this Registration Statement
when warranted by market conditions and other factors.
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, check the following box. [ X ]
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. [ ]
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>
Title of each Class of Amount to be Proposed Maximum Offering Proposed Maximum Aggregate Amount of
Securities to be Registered Registered(1) Price Per Share(1) Offering Price(1) Registration Fee
<S> <C> <C> <C> <C>
Common Stock, $.01 par value 17,595 shs. $11.562 $202,748 $100
</TABLE>
(1) Estimated solely for purposes of determining the registration fee.
The Registrant hereby amends this Registration Statement on such date
or dates as may be necessary to delay its effective date until the
Registrant shall file a further amendment which specifically states
that this Registration Statement shall thereafter become effective in
accordance with Section 8(a) of the Securities Act of 1933 or effective
on such dates as the Commission acting pursuant to said Section 8(a)
may determine.
<PAGE>
SUBJECT TO COMPLETION, DATED MAY 15, 1996
17,595 SHARES
ADVO, INC.
COMMON STOCK
($.01 PAR VALUE)
This Prospectus relates to 17,595 shares (the "Shares") of common stock,
$.01 par value (the "Common Stock"), of Advo, Inc., a Delaware corporation
("Advo" or the "Company"). All of the Shares being offered hereby are
outstanding shares.
The Shares may be offered by certain Shareholders of the Company (the
"Selling Shareholders") from time to time in transactions on the New York Stock
Exchange, in negotiated transactions, at fixed prices which may be changed, at
market prices prevailing at the time of sale, at prices related to prevailing
market prices or at negotiated prices. The Selling Shareholders may effect
such transactions by selling the Shares to or through broker-dealers, and such
broker-dealers may receive compensation in the form of discounts, concessions
or commissions from the Selling Shareholders and/or the purchasers of the
Shares for whom such broker-dealers may act as agents or to whom they sell as
principals, or both (which compensation as to a particular broker-dealer might
be in excess of customary commissions). The Selling Shareholders, and any
agents or broker-dealers that participate with the Selling Shareholders in the
distribution of the Shares, may be deemed to be "underwriters" within the
meaning of the Securities Act of 1933, as amended (the "Securities Act"), and
any commissions received by them and any profit on their resale of the Shares
may be deemed to be underwriting commissions or discounts under the Securities
Act. See "The Selling Shareholders" and "Plan of Distribution."
None of the proceeds from the sale of the Shares by the Selling
Shareholders will be received by the Company. The Company has agreed to bear
certain expenses (other than selling commissions) in connection with the
registration of the Shares.
The Common Stock of the Company is quoted on the New York Stock Exchange
under the symbol "ADVO." On April 30, 1996, the per share closing price of the
Common Stock as reported on the New York Stock Exchange was $10.125.
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES AND
EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION NOR HAS
THE COMMISSION OR ANY STATE SECURITIES COMMISSION PASSED
UPON THE ACCURACY OR ADEQUACY OF THIS PROSPECTUS. ANY
REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.
The date of this Prospectus is May , 1996
<PAGE>
AVAILABLE INFORMATION
Advo has filed a Registration Statement on Form S-3 (the "Registration
Statement") under the Securities Act of 1933, as amended (the "Securities
Act"), with the Securities and Exchange Commission (the "Commission"),
Washington, D.C., with respect to the Shares of Common Stock offered hereby.
As permitted by the rules and regulations of the Commission, this Prospectus
omits certain information contained in the Registration Statement on file with
the Commission. The information omitted can be inspected at the office
of the Commission, 450 Fifth Street, N.W., Washington, D.C., and copies can be
obtained from the Commission at prescribed rates by writing to it at 450 Fifth
Street, N.W., Washington, D.C. 20549. For further information pertaining to
Advo and the Shares of Common Stock offered hereby, reference is made to the
Registration Statement, including the exhibits filed as a part thereof.
Advo is subject to the informational requirements of the Securities
Exchange Act of 1934, as amended (the "Exchange Act"), and in accordance
therewith files reports, proxy statements and other information with the
Commission. Reports, proxy statements and other information filed by Advo with
the Commission can be inspected and copied at the Commission's Public Reference
Section, Room 1024, 450 Fifth Street, N.W., Washington, D.C. 20549 and at the
following Regional Offices of the Commission: Northwestern Atrium Center, 500
West Madison Street, Suite 1400, Chicago, Illinois 60661 and 7 World Trade
Center, 13th Floor, New York, New York 10048. Copies of such material can be
obtained by mail from the Public Reference Section of the Commission at 450
Fifth Street, N.W., Washington, D.C. 20549, at prescribed rates.
Advo Common Stock is listed on the New York Stock Exchange (the
"NYSE"). Reports, proxy and information statements, and other information
concerning Advo may be inspected at the office of the NYSE, 100 Broad Street,
New York, NY 10001.
INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
The following documents have been filed by Advo with the Commission
(File No. 1-11720) pursuant to the Exchange Act and are incorporated herein by
reference:
(1) Annual Report on Form 10-K for the fiscal year ended September
30, 1995;
(2) Quarterly Reports on Form 10-Q for the quarters ended December
30, 1995 and March 30, 1996;
(3) Current Reports on Form 8-K dated January 26, 1996, March 5,
1996 and May 13, 1996; and
(4) The description of the Company's Common Stock contained in its
Registration Statement filed pursuant to Section 12 of the
Exchange Act, and any amendment or report filed for the purpose
of updating any such description.
All documents filed by Advo pursuant to Section 13(a), 13(c), or 14 or
15(d) of the Exchange Act subsequent to the date of this Prospectus and prior
to the termination of the offering shall be deemed to be incorporated by
reference in this Prospectus and to be a part hereof from the date of filing of
such documents. Any statement contained in a document incorporated or deemed
to be incorporated by reference herein shall be deemed to be modified or
superseded for purposes of this Prospectus to the extent that a statement
contained herein or in any other subsequently filed document which also is or
is deemed to be incorporated by reference herein modifies or supersedes such
statement. Any such statement so modified or superseded shall not be deemed,
except as so modified or superseded, to constitute a part of this Prospectus.
Copies of the above documents (excluding exhibits to such documents,
unless such exhibits are specifically incorporated by reference therein) may be
obtained upon written or oral request without charge by each person, including
beneficial owners, to whom this Prospectus is delivered from David Stigler,
General Counsel and Secretary, Advo, Inc., One Univac Lane, P.O. Box 755,
Windsor, Connecticut 06095-0735 (telephone number (860) 285-6120).
<PAGE>
THE COMPANY
ADVO, Inc. ("ADVO" or the "Company") is a direct marketing firm
primarily engaged in soliciting and processing printed advertising from
retailers, manufacturers and service companies for targeted distribution by
both shared and solo mail to consumer householders in the United States on a
national, regional and local basis. Founded in 1929 as a hand delivery
company, the Company entered the direct mail industry as a solo mailer in 1946
and began its shared mail program in 1980. The Company currently is the
largest commercial user of third-class mail in the United States.
ADVO competes primarily with newspapers, direct mail companies,
broadcast media, periodicals and other local distribution entities for retail
advertising expenditures. The Company believes that direct mail, which enables
advertisers to target advertisements to specific customers or geographic areas,
is the most efficient vehicle for delivering printed advertising on a
saturation or full market coverage basis, as well as an effective means of
targeted coverage ADVO has participated in several joint ventures in order to
expand its targeting capability by offering psychographic and product usage
information in additional to its geo-demographic database.
ADVO's principal executive offices are located at One Univac Lane,
Windsor, Connecticut, 06095.
USE OF PROCEEDS
The Company will not receive any proceeds from the sale of the Shares by
the Selling Shareholders.
THE SELLING SHAREHOLDERS
The following table sets forth certain information regarding the ownership
by the Selling Shareholders of Common Stock at March 30, 1996, and as adjusted
for the sale of the Shares offered hereby. At March 30, 1996, there were
23,997,615 shares of Common Stock issued and outstanding.
<TABLE>
<CAPTION>
Beneficial Ownership Beneficial Ownership
Prior to Offering Shares Being After Offering
Shares Percent Offered Hereby Shares Percent
SELLING SHAREHOLDERS
<S> <C> <C> <C> <C> <C>
Joseph P. Durett 159,745 .7% 15,742 144,003 .6%
Robert S. Hirst 26,748 .1% 856 25,892 .1%
J.C. Dennis 8,893 * 575 8,318 *
Richard Altschuler 922 * 422 500 *
</TABLE>
____________________________
* Less than .1%
1. Joseph P. Durret resigned his positions as President and Chief
Operating Officer and a director of the Company effective May 15, 1996.
2. Robert S. Hirst is Vice President and Controller of the Company.
3. J. C. Dennis is Vice President of Strategic National Accounts of the
Company.
4. Richard Altschuler is Director - Business Technology - Marketing &
Sales of the Company.
<PAGE>
PLAN OF DISTRIBUTION
The Shares registered for sale hereby may be sold from time to time by the
respective Selling Shareholders. Such sales may be effected (i) in
transactions on the NYSE, or (ii) in privately negotiated transactions or in a
combination of any such transactions. Such transactions may be effected by the
Selling Shareholders at market prices and on terms prevailing at the time of
sale, at prices related to such prevailing market prices, at negotiated prices
or at fixed prices.
Brokers, dealers or agents may receive compensation in the form of
discounts, commissions or concessions from the Selling Shareholders in amounts
to be negotiated in connection with the sale and may receive commissions from
the purchasers of Shares for whom they may act as agent. Such brokers or
dealers and any other participating brokers or dealers may be deemed to be
"underwriters" within the meaning of the Securities Act in connection with such
sales and any such commission discount or concession may be deemed to be
underwriting discounts or commissions under the Securities Act. In addition,
any securities covered by this Prospectus which qualify for sale pursuant to
Rule 144 may be sold under Rule 144 rather than pursuant to this Prospectus.
The Selling Shareholders are acting independently of the Company in making
decisions with respect to the timing manner and size of each sale. The place
and time of delivery for a particular offer of the Shares will be set forth in
an accompanying Prospectus Supplement, if required.
All costs, expenses and fees in connection with the registration of the
Shares will be borne by the Company. Commissions and discounts, if any,
attributable to the sales of the Shares will be borne by the Selling
Shareholders.
LEGAL OPINION
The validity of the Shares of Common Stock offered hereby will be passed on
by David M. Stigler, Esq., Senior Vice President, General Counsel and Secretary
of the Company. Mr. Stigler is a beneficial owner of shares of Common Stock
and also holds employee stock options to purchase Common Stock.
EXPERTS
The consolidated financial statements of Advo, Inc. incorporated by
reference in Advo, Inc.'s Annual Report (Form 10-K) for the year ended
September 30, 1995, have been audited by Ernst & Young LLP, independent
auditors, as set forth in their report thereon included therein and
incorporated herein by reference. Such consolidated financial statements are
incorporated herein by reference in reliance upon such report given upon the
authority of such firm as experts in accounting and auditing.
<PAGE>
No dealer, salesperson or any other
person has been authorized to give any
information or to make any representations
in connection with the Offerings other 17,595 SHARES
than those contained in this Prospectus,
and, if given or made, such information or
representations must not be relied
upon as having been authorized by the Company,
the Selling Shareholders or any of the
Underwriters. This Prospectus does not ADVO, INC.
constitute an offer to sell, or a
solicitation of an offer to buy, any
securities other than the registered
securities to which it relates or an offer to,
or solicitation of, any person in any COMMON STOCK
jurisdiction where such an offer or
solicitation would be unlawful.
Neither the delivery of this Prospectus nor any
sale made hereunder shall, under any
circumstances, create any implication
that there has been no change in the MAY __, 1996
affairs of the Company since the date hereof or
that the information contained herein is
correct as of any time subsequent to the date
hereof.
TABLE OF CONTENTS
Page
Available Information 2
Incorporation of Certain Documents
by Reference 2
The Company 3
Recent Events 3
Use of Proceeds 3
The Selling Shareholders 3
Plan of Distribution 4
Legal Opinion 4
Experts 4
<PAGE>
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
ITEM 14. OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION.
The table below sets forth the expenses expected to be incurred and
borne solely by the Company in connection with the distribution of the Common
Stock offered hereby. Selling commissions shall be borne by the Selling
Shareholders. All amounts shown are estimated, except the Securities and
Exchange Commission ("SEC") Registration Fee.
<TABLE>
<S> <C>
SEC Registration Fee $ 100
Legal Fees and Expenses 7,500
Accounting Fees and Expenses 5,000
Blue Sky Fees and Expenses 1,000
Miscellaneous Expenses 400
Total $14,000
</TABLE>
ITEM 15. INDEMNIFICATION OF DIRECTORS AND OFFICERS
The information required by this item is contained in Part II, Item 19
of the Company's Registration Statement on Form S-8 (No. 33-19045) and is
incorporated herein by reference and made a part hereof.
ITEM 16.EXHIBITS AND FINANCIAL STATEMENT SCHEDULES.
The following exhibits are filed herewith or incorporated by
reference as indicated:
Incorporation
<TABLE>
<CAPTION>
Exhibit No. Description by Reference
<S> <C> <C>
4(a) Restated Certificate of Incorporated by reference to
Incorporation of ADVO. Exhibit 3(a) to the
Company's Form 10 filed
on September 15, 1986
(No. 1-11720).
4(b) Restated By-laws of ADVO. Incorporated by reference to
Exhibit 3(b) to the
Company's Annual Report on
Form 10-K for the fiscal
year ended September 30,
1989
4(c) Stockholder Protection Rights Incorporated by reference to
Agreement, dated as of Exhibit 4.1 of the Company's
February 5, 1993, between the Form 8-K dated
Company and Mellon Securities Febraury 5, 1993
Trust Company, as Rights
Agent, including Exhibit A
and Exhibit B.
5 Opinion of David M. Stigler, Esq. Filed herewith
as to the legality of the
securities registered hereby
23.1 Consent of Independent Auditors. Filed herewith.
23.2 Consent of David M. Stigler, Esq. Filed herewith
(included in Exhibit 5)
24 Powers of Attorney Filed herewith
(See Signature Page.)
</TABLE>
<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-3, 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 May 13, 1996.
ADVO, INC.
By: /s/ Robert Kamerschen
Robert Kamerschen
Chairman, Chief Executive Officer
Pursuant to the requirements of the Securities Act, this Registration
Statement has been signed below by the following persons in the capacities and
on the dates indicated. Each person whose signature appears below hereby
constitutes David M. Stigler and Lowell W. Robinson, and each of them singly,
such person's true and lawful attorneys, with full power to them and each of
them, to sign for such person and in such persons' name and capacity as
indicated below, any and all amendments to this Registration Statement, hereby
ratifying and confirming such person's signature as it may be signed by said
attorneys to any and all amendments.
<TABLE>
<CAPTION>
Name Title Date
<S> <C> <C>
/s/ Robert Kamerschen Chairman, Chief Executive May 13, 1996
Robert Kamerschen Officer And Director
(Principal Executive Officer)
/s/ Joseph P. Durrett President, Chief Operating Officer and May 13, 1996
Joseph P. Durrett Director
/s/ Lowell W. Robinson Executive Vice President and Chief May 13, 1996
Lowell W. Robinson Financial Officer
(Principal Financial Officer)
/s/ Robert S. Hirst Vice President and Controller May 13, 1996
Robert S. Hirst (Principal Accounting Officer)
/s/ Jack W. Fritz Director May 13, 1996
Jack W. Fritz
/s/ Lawrence Lachman Director May 13, 1996
Lawrence Lachman
/s/ Howard H. Newman Director May 13, 1996
Howard H. Newman
/s/ John R. Rockwell Director May 13, 1996
John R. Rockwell
Director May 13, 1996
Richard H. Stowe
/s/ John L. Vogelstein Director May 13, 1996
John L. Vogelstein
</TABLE>
(A majority of the Board of Directors)
<PAGE>
EXHIBIT INDEX
<TABLE>
<CAPTION>
Incorporation by
Exhibit no. Description Reference or Page
<S> <C> <C>
4(a) Restated Certificate of Incorporated by reference
Incorporation of ADVO. to
Exhibit 3(a) to the
Company's Form 10
filed
on September 15, 1986
(No. 1-11720).
4(b) Restated By-laws of ADVO. Incorporated by reference
to
Exhibit 3(b) to the
Company's Annual
Report
on Form 10-K for the
fiscal
year ended September
30,
1989
4(c) Stockholder Protection Rights Incorporated by reference
Agreement, dated as of to
February 5, 1993, between the Exhibit 4.1 of the
Company and Mellon Securities Company's Form 8-K
Trust Company, as Rights dated
Agent, including Exhibit A February 5, 1993.
and Exhibit B.
5 Opinion of David M. Stigler, Esq.
as to the legality of the
securities registered hereby
23.1 Consent of Independent Auditors.
23.2 Consent of David M. Stigler, Esq.
(included in Exhibit 5)
24 Powers of Attorney
(See Signature Page.)
<PAGE>
</TABLE>
EXHIBIT 5
May 14, 1996
ADVO, Inc.
One Univac Lane
P.O. Box 755
Windsor, CT 06095
Gentlemen:
I am General Counsel of Advo, Inc., a Delaware corporation (the
"Corporation") and am rendering this opinion to you in connection with the
Registration Statement on FormS-3 (Registration No.333- ) (the
"Registration Statement") under the Securities Act of 1933, as amended, as
filed by the Corporation with the Securities and Exchange Commission relating
to 17,595 shares of common stock, $0.01 par value per share, of the Corporation
(the "Stock") that may be offered from time to time by certain shareholders
of the Corporation (the "Selling Shareholders"). All of the Stock being
offered pursuant to the Registration Statement are outstanding shares.
In connection with this opinion, I have examined, or caused to be
examined by counsel associated with or engaged by me, the Registration
Statement, originals or copies, certified or otherwise identified to my
satisfaction, of the minutes of the Board of Directors of the Corporation, and
such other documents, corporate records, certificates of public officials and
other instruments as I have deemed necessary or advisable for purposes of the
opinion set forth below. I have assumed the genuineness of the signatures
on all documents examined by me, the authenticity of all documents submitted to
me as originals and the conformity to all corresponding originals of all
documents submitted to me as copies.
Based on the foregoing, I am of the opinion that the Stock that was
issued to the Selling Stockholders was at the time of such issuance validly
issued, fully-paid and non-assessable.
I am a member of the bar of the State of New York and express no
opinion to any matter relating to any law other than the laws of the State of
New York and the United States.
I consent to the use of this opinion as Exhibit 5 to the aforesaid
Registration Statement. In giving such consent, I do not thereby admit that I
am within the category of persons whose consent is required by Section 7 of the
Securities Act of 1933.
Very truly yours,
David M. Stigler
<PAGE>
EXHIBIT 23.1
CONSENT OF INDEPENDENT AUDITORS
We consent to the reference to our firm under the caption "Experts" in the
Registration Statement (Form S-3) and related Prospectus of Advo, Inc. for the
registration of 17,595 shares of its common stock and to the incorporation by
reference therein of our report dated October 25, 1995, with respect to the
consolidated financial statements and schedule of Advo, Inc. included
in its Annual Report (Form 10-K) for the year ended September 30, 1995, filed
with the Securities and Exchange Commission.
ERNST & YOUNG, LLP
Hartford, Connecticut
May 13, 1996
