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Registration No. 33-
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM S-8
REGISTRATION STATEMENT
Under
THE SECURITIES ACT OF 1933
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ADVO, Inc.
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(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)
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ADVO Inc.'s President's Club Stock Award Plan
(Full title of the plan)
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David M. Stigler
Senior Vice President, General Counsel and Secretary
One Univac Lane, P.O. Box 755, Windsor, Connecticut 06095-0755
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(Name and address of agent for service)
(860) 285-6120
(Telephone number, including area code, of agent for service)
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
TITLE OF SECURITIES AMOUNT TO BE PROPOSED MAXIMUM PROPOSED MAXIMUM
TO BE REGISTERED REGISTERED OFFERING PRICE PER SHARE (*) AGGREGATE OFFERING PRICE (*)
- ---------------------------------------- -------------- ------------------------------- -------------------------------
<S> <C> <C> <C>
Common Stock, par value $.01 per
share................................. 5,000 shares $20.34375 $101,719
<CAPTION>
AMOUNT OF
REGISTRATION
TITLE OF SECURITIES FEE
TO BE REGISTERED -
- ----------------------------------------
<S> <C>
Common Stock, par value $.01 per
share................................. $30.82
</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 October 16, 1997.
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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 28, 1996, filed pursuant to Sections 13(a) or 15(d) of the
Securities Exchange Act of 1934, as amended (the "1934 Act");
(b) The Company's Quarterly Report on Form 10-Q for the fiscal quarters ended
December 28, 1996, March 29, 1997 and June 28, 1997;
(c) Current Report on Form 8-K dated September 29, 1997; and
(d) The description of the Company's Common Stock which is contained in its
registration statement filed on Form 10 under the 1934 Act, and any
amendment or report filed under the 1934 Act for the purpose of updating
such description.
All documents subsequently filed by the Company and the Plan 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
This item is not applicable to the securities to be registered hereby.
ITEM 5.--INTERESTS OF NAMED EXPERTS AND COUNSEL
The consolidated financial statements and schedule of ADVO, Inc.
incorporated by reference or appearing in ADVO, Inc.'s Annual Report (Form
10-K) for the year ended September 28, 1996, have been audited by Ernst &
Young LLP, independent auditors, as set forth in their reports thereon
incorporated by reference or included therein and incorporated herein by
reference. Such consolidated financial statements and schedule are
incorporated herein by reference in reliance upon such reports given upon the
authority of such firm as experts in accounting and auditing.
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),
judgment, 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.
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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 judgments of
reimbursement of amounts paid in settlement.
ITEM 7.--EXEMPTION FROM REGISTRATION CLAIMED
This item is not applicable to the securities to be registered hereby.
ITEM 8.--EXHIBITS
The following exhibits are filed herewith:
<TABLE>
<CAPTION>
EXHIBIT
NO. DESCRIPTION
- ----------- ------------------------------------------
<C> <S> <S>
4(a) ADVO Inc.'s President Club Stock Award Filed herewith
Plan
4(b) Restated Certificate of Incorporation of Incorporated by reference to Exhibit 3(a)
ADVO, Inc. to the Company's Form Form 10 filed on
September 15, 1986 (No. 1-11720).
4(c) Restated Bylaws of ADVO, Inc. 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(d) Stockholder Protection Agreement, dated as of Incorporated by reference to Exhibit 4.1 of
February 5, 1993, between the Company and Mellon the Company's Form 8-K dated February 5, 1993.
Securities Trust Company, as Rights Agent,
including Exhibit A and Exhibit B.
23(a) Consent of Independent Auditors. Filed herewith.
24 Power of Attorney (See Signature Page). Filed herewith.
</TABLE>
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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 each filing of the 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. Undertaking With Respect to Indemnification of Directors, Officers or
Controlling Persons.
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.
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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
October 17, 1997.
ADVO, INC.
BY /s/ ROBERT S. HIRST
----------------------
ROBERT S. HIRST
VICE PRESIDENT AND CONTROLLER
POWER OF ATTORNEY
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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.
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 date indicated.
<TABLE>
<CAPTION>
SIGNATURE TITLE DATE
- ------------------------------ --------------------------- -------------------
<S> <C> <C>
Chairman, Chief Executive
Officer and Director
/s/ ROBERT KAMERSCHEN (Principal Executive
- ------------------------------ Officer and acting October 17, 1997
Robert Kamerschen Principal Financial
Officer)
/s/ GARY M. MULLOY President, Chief Operating
- ------------------------------ Officer and Director October 17, 1997
Gary M. Mulloy
/s/ ROBERT S. HIRST Vice President and
- ------------------------------ Controller (Principal October 17, 1997
Robert S. Hirst Accounting Officer)
/s/ BRUCE CRAWFORD Director
- ------------------------------ October 17, 1997
Bruce Crawford
/s/ JAMES A. ESKRIDGE Director
- ------------------------------ October 17, 1997
James A. Eskridge
/s/ DAVID DYER Director
- ------------------------------ October 17, 1997
David Dyer
/s/ JACK W. FRITZ Director
- ------------------------------ October 17, 1997
Jack W. Fritz
/s/ HOWARD H. NEWMAN Director
- ------------------------------ October 17, 1997
Howard H. Newman
/s/ JOHN R. ROCKWELL Director
- ------------------------------ October 17, 1997
John R. Rockwell
/s/ JOHN L. VOGELSTEIN Director
- ------------------------------ October 17, 1997
John L. Vogelstein
</TABLE>
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EXHIBIT INDEX
<TABLE>
<CAPTION>
INCORPORATION BY
EXHIBIT NO. DESCRIPTION REFERENCE
- ------------- ------------------------------------------------- -------------------------------------------------
<C> <S> <C>
4(a) ADVO Inc.'s President's Club Stock Award Plan Filed herewith
23(a) Consent of Independent Auditors Filed herewith
24 Power of Attorney (See Signature Page) Filed herewith
</TABLE>
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Exhibit 4(a)
ADVO Inc.
PRESIDENT'S CLUB STOCK AWARD PLAN
Purpose:
The purpose of this President's Club Stock Award Plan (the "Plan") is to
provide awards of Common Stock, $.01 par value (the "Common Stock"), of ADVO,
Inc. to the trip winners of the Company's President's Club Program.
Effective Date:
The Plan is effective commencing with the 1997 fiscal year for a period of up
to five years. The Board of Directors of the Company will determine at the
beginning of each fiscal year whether or not the Plan will be utilized in
that year.
Administration:
The plan will be administered by ADVO, Inc. Legal, at 1 Univac Lane, P.O. Box
755, Windsor, CT 06095.
The President & COO will make the determination annually as to the awards
made to each individual participant
Securities to be offered:
5,000 shares of Common Stock are available for award, under the Plan from the
treasury shares. Such shares shall be registered on Form S-8 with the
Securities and Exchange Commission. Such shares shall be subject to
adjustment for reorganization, recapitalization, reclassification, stock
split, reverse stock split or similar event.
Eligibility:
All trip winners of the President's Club, as determined by the rules of that
program, are eligible to participate in this Plan. Persons who terminate
employment prior to the grant date will not be eligible for participation.
Nothing in the Plan should be deemed to give any employee any right to
participate in the Plan or receive an award hereunder.
Awards:
Eligible employees will be granted shares of Common Stock under the Plan,
effective on the first day of the corresponding President's Club trip, valued
at the closing price of the Common Stock on that day on the New York Stock
Exchange. If no shares were traded on that date, then the closing price of
the last previous date on which a share was so traded will be used.
Resale Restrictions:
Shares awarded under the Plan shall be immediately vested upon grant.
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Tax Effects on Plan Participation:
A recipient will have ordinary income in an amount equal to the fair market
value of the shares at the time of the grant. If the Company shall be
required to withhold any amounts by reason of any federal, state or local tax
rules or regulations in respect to the issue of shares pursuant to the Plan,
the Company shall be entitled to deduct and withhold such amounts from any
cash payments to be made to the Participant. In any event, the Participant
shall make available to the Company, promptly when requested by the Company,
sufficient funds to meet the requirements of such withholding and the Company
shall be entitled to take and authorize such steps as it may deem advisable
in order to have such funds made available to the Company out of any funds or
property due or to become due to the Participant.
Amendment and Termination:
The Company reserves the right to alter, suspend, or terminate the Plan at
any time without notice and without any liability for making any payment
under this plan.
2
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Exhibit 23(a)
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 (Form S-8, number
not yet assigned) pertaining to the ADVO, Inc.'s President's Club Stock Award
Plan and to the incorporation by reference therein of our reports dated
October 21, 1996 and December 16, 1996, with respect to the consolidated
financial statements and schedule of ADVO, Inc. incorporated by reference or
included in its Annual Report (Form 10-K) for the year ended September 28,
1996, filed with the Securities and Exchange Commission.
Ernst & Young LLP /s/
Hartford, Connecticut
October 16, 1997
