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Registration No. 333-
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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
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(State or other jurisdiction (IRS Employer
of incorporation or organization) Identification No.)
One Univac Lane, P.O. Box 755, Windsor, Connecticut 06095-0755
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(Address of Principal Executive Offices)
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ADVO, Inc. Deferred Compensation 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
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(Telephone number, including area code, of agent for service)
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CALCULATION OF REGISTRATION FEE
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Title of securities Amount to be Proposed maximum Proposed maximum Amount of
to be registered (1) registered (2) offering price per share (2) aggregate offering price (2) registration fee
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<S> <C> <C> <C> <C>
Common Stock, par 50,000 shares $32.0938 $1,604,690 $ 424
value $.01 per share
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(1) In addition, pursuant to Rule 416(c) under the Securities Act of 1933, this
registration statement also covers an indeterminate amount of interests to
be offered or sold pursuant to the employee benefit plan described herein.
(2) Estimated pursuant to subsections (c) and (h) of Rule 457 under the
Securities Act of 1933 as the estimated number of shares of Common Stock
par value of $.01 per share of ADVO, Inc. to be purchased by the ADVO, Inc.
Deferred Compensation Plan (the "Plan") over a five-year period with
employee and employer contributions, which shares may be acquired by
participants in the Plan. For purposes of Rule 457(c), the date specified
for determining the average of the high and low prices reported in the
consolidated reporting system is October 4, 2000.
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PART I
The documents containing the information specified in Part I of Form S-8
will be sent or given to participating employees as specified by Rule 428(b)(1)
of the Securities Act of 1933, as amended (the "Securities Act"). Such documents
and the documents incorporated by reference herein pursuant to Item 3 of Part II
hereof, taken together, constitute a prospectus that meets the requirements of
Section 10 (a) of the Securities Act.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
This Registration Statement relates to the participation interests in the
ADVO, Inc. ("ADVO") Deferred Compensation Plan and to shares of common stock,
$.01 par value ("Common Stock") of ADVO (the "Company"or the "registrant")
offered pursuant to the Plan.
ITEM 3. - INCORPORATION OF DOCUMENTS BY REFERENCE
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The following documents filed by the Company 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 25, 1999, filed pursuant to Sections 13(a) or 15(d) of the
Securities Exchange Act of 1934, as amended (the "1934 Act"); and
(b) The Company's Quarterly Reports on Form 10-Q for the fiscal quarters ended
December 25, 1999, March 25, 2000, and June 24, 2000;
(c) The Company's Current Report on Form 8-K dated December 9, 1999; and
(d) 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
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This Item is not applicable to the securities to be registered hereby.
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ITEM 5. - INTERESTS OF NAMED EXPERTS AND COUNSEL
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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 25, 1999, 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
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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), judgments,
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
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This item is not applicable to the securities to be registered hereby.
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ITEM 8. - EXHIBITS
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The following exhibits are filed herewith:
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Exhibit Description
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No.
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4(a) ADVO, Inc. Deferred Compensation Plan. Filed herewith.
4(b) Restated Certificate of Incorporation of Incorporated by reference to Exhibit 3(a)
ADVO, Inc. 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 as of February 5, 1993, Incorporated by reference to Exhibit 4.1
between the Company and Mellon Securities Trust Company, as Rights of the Company Form 8-K dated
Agent, including Exhibit A and Exhibit B. February 5, 1993.
4(e) ADVO, Inc. Deferred Compensation Plan Trust. Filed herewith.
23 Consent of Independent Auditors. Filed herewith.
24 Power of Attorney (See Signature Page). Filed herewith.
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Item 9. - UNDERTAKINGS
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A. Undertaking to Update
The undersigned registrant hereby undertakes:
(1) To file, during any period in which offers or sales are being made,
a amendment to this Registration Statement:
(i) To include any Prospectus required by section 10(a)(3) of the
Securities 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
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(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
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
Securities 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 Securities 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 Securities Act may be
permitted to directors, officers and controlling persons of the registrant
pursuant to the provisions described in Item B above, 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
Securities 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 Securities
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 5, 2000.
ADVO, Inc.
By /s/ Julie A. Abraham
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JULIE A. ABRAHAM
Senior Vice President of Finance and Controller
Power of Attorney
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Each of the undersigned hereby appoints David M. Stigler and Julie A.
Abraham, and each of them severally, his/her 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.
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Signature Title Date
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<S> <C> <C>
/s/ GARY M. MULLOY Chairman of the Board, Chief Executive Officer October 5, 2000
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Gary M. Mulloy and Director (Principal Executive Officer)
/s/ DONALD E. MCCOMBS Executive Vice President and Chief October 5, 2000
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Donald E. McCombs Financial Officer (Principal Financial Officer)
/s/ JULIE A. ABRAHAM Senior Vice President of Finance and Controller October 5, 2000
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Julie A. Abraham (Principal Accounting Officer)
________________________________ Director October 5, 2000
Todd Brown
/s/ BRUCE CRAWFORD Director October 5, 2000
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Bruce Crawford
________________________________ Director October 5, 2000
David F. Dyer
/s/ HOWARD H. NEWMAN Director October 5, 2000
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Howard H. Newman
________________________________ Director October 5, 2000
John R. Rockwell
/s/ JOHN L. VOGELSTEIN Director October 5, 2000
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John L. Vogelstein
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Pursuant to the requirements of the Securities Act of 1933, the trustees
have 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 5, 2000.
ADVO, Inc. Deferred Compensation Plan
By: /s/ JULIE A. ABRAHAM
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Name: Julie A. Abraham
Title: Senior Vice President of Finance
and Controller
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EXHIBIT INDEX
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Incorporation by
Exhibit No. Description Reference
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<S> <C> <C>
4(a) ADVO, Inc. Deferred Compensation Plan Filed herewith.
4(e) ADVO, Inc. Deferred Compensation
Plan Trust Filed herewith.
23 Consent of Independent Auditors Filed herewith.
24 Power of Attorney (See Signature Page) Filed herewith.
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