<PAGE>
Registration No. 333-
===============================================================================
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)
_____________________________
1998 INCENTIVE COMPENSATION PLAN
(Full title of the plan)
_______________________
DAVID M. STIGLER
SENIOR VICE PRESIDENT, GENERAL COUNSEL AND
SECRETARY
One Univac Lane, P.O. Box 755, Windsor, Connecticut 06095-0755
--------------------------------------------------------------
(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 Amount of
to be registered registered offering price per share (*) aggregate offering price (*) registration fee
- ------------------------ ---------------- ---------------------------- ---------------------------- ----------------
<S> <C> <C> <C> <C>
Common Stock, par 1,000,000 shares $ 24.8125 $ 24,812,500 $ 6,898
value $.01 per share
</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 February 1, 1999.
<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
26, 1998, filed pursuant to Sections 13(a) or 15(d) of the Securities
Exchange Act of 1934, as amended (the "1934 Act"); and
(b) The description of the Company's Common Stock which is contained in its
registration statement on Form 10 filed 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(d) 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 and 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 26, 1998, 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.
The validity of the ADVO, Inc. Common Stock being offered hereby is being
passed upon for the Company by David M. Stigler, Senior Vice President, General
Counsel and Secretary of the Company. Mr. Stigler is also a shareholder of the
Company, holds options to purchase additional shares of the Company's Common
Stock and participates in the Company's stock plans.
-2-
<PAGE>
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.
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.
-3-
<PAGE>
ITEM 8. - EXHIBITS
- ------------------
The following exhibits are filed herewith:
<TABLE>
<CAPTION>
Exhibit
- -------
No. Description
- -- -----------
<S> <C> <C>
4(a) 1998 Incentive Compensation Plan of Incorporated by reference to the
ADVO, Inc. Company's Definitive Proxy
Statement for the annual meeting of
Stockholders held on January 21,
1999.
4(b) Restated Certificate of Incorporation Incorporated by reference to
of ADVO, Inc. Exhibit 3(a) to the Company's 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 Incorporated by reference to
as February 5, 1993, between the Exhibit 4.1 of the Company's Form
Company and Mellon Securities Trust 8-K dated February 5, 1993.
Company, as Rights Agent, including
Exhibit A and Exhibit B.
5 Opinion of Counsel. Filed herewith.
23(a) Consent of Independent Auditors. Filed herewith.
23(b) Consent of Counsel (See Exhibit 5). Filed herewith.
24 Power of Attorney (See Signature Page). Filed herewith.
</TABLE>
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, as amended (the "Act");
(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; and
-4-
<PAGE>
(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 with or furnished to the Commission by the registrant
pursuant to section 13 or section 15(d) of the 1934 Act that are incorporated by
reference in the Registration Statement.
(2) That, for the purpose of determining any liability under the Act, 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 Act, each filing of the registrant's annual
report pursuant to Section 13(a) or Section 15(d) of the 1934 Act (and each
filing of the Plan's annual report pursuant to Section 15(d) of the 1934 Act)
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 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.
-5-
<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 February 2, 1999.
ADVO, Inc.
By /s/ Julie A. Abraham
-------------------------------
JULIE A. ABRAHAM
Vice President and Controller
Power of Attorney
-----------------
Each of the undersigned hereby appoints David M. Stigler and Julie A.
Abraham, 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>
/s/ GARY M. MULLOY Chief Executive Officer and February 2, 1999
- ------------------------
Gary M. Mulloy Director (Principal Executive Officer)
/s/ DONALD E. MCCOMBS Executive Vice President and Chief February 2, 1999
- ------------------------
Donald E. McCombs Financial Officer (Principal Financial Officer)
/s/ JULIE A. ABRAHAM Vice President and Controller February 2, 1999
- ------------------------
Julie A. Abraham (Principal Accounting Officer)
/s/ ROBERT KAMERSCHEN Chairman of the Board and Director February 2, 1999
- ------------------------
Robert Kamerschen
/s/ BRUCE CRAWFORD Director February 2, 1999
- ------------------------
Bruce Crawford
DAVID F. DYER Director February 2, 1999
- ------------------------
David F. Dyer
JACK W. FRITZ Director February 2, 1999
- ------------------------
Jack W. Fritz
/s/ HOWARD H. NEWMAN Director February 2, 1999
- ------------------------
Howard H. Newman
JOHN R. ROCKWELL Director February 2, 1999
- ------------------------
John R. Rockwell
/s/ JOHN L. VOGELSTEIN Director February 2, 1999
- ------------------------
John L. Vogelstein
</TABLE>
-6-
<PAGE>
EXHIBIT INDEX
-------------
Incorporation by
Exhibit No. Description Reference
- ----------- ----------- ---------
5 Opinion of Counsel Filed herewith
23(a) Consent of Independent Auditors Filed herewith
23(b) Consent of Counsel (See Exhibit 5) Filed herewith
24 Power of Attorney (See Signature Page) Filed herewith
<PAGE>
February 2, 1999 EXHIBIT 5
ADVO, Inc.
One Univac Lane
Windsor, CT 06095-2668
Gentlemen:
I am General Counsel of ADVO, Inc. and have acted as 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 1,000,000 shares of common stock, $.01 par value, of the
Company (the "Shares") pursuant to the Company's 1998 Incentive Compensation
Plan (the "Plan").
I have examined the Plan, the minutes of the corporate proceedings of the Board
of Directors of the Company, the minutes of the Company's most recent Annual
Meeting of Shareholders, and such other documents as I have deemed necessary or
advisable for the purposes of my opinion below.
Based upon the foregoing, I am of the opinion that the Shares to be issued under
the Plan will, when so issued upon receipt of the consideration specified in the
Plan, 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).
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 in the
category of persons whose consent is required under Section 7 of the Securities
Act of 1993, as amended, or the rules and regulations of the Securities and
Exchange Commission thereunder.
Very truly yours,
/s/ DAVID M. STIGLER
- ----------------------
David M. Stigler
<PAGE>
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 to Form S-8 pertaining to the
1998 Incentive Compensation Plan of ADVO, Inc., and to the incorporation by
reference therein of our reports dated October 20, 1998 and December 14, 1998,
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 26, 1998, filed with the Securities and Exchange
Commission.
/s/ Ernst & Young LLP
Hartford, Connecticut
January 29, 1999
