<PAGE>
AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON JUNE 25, 1998
REGISTRATION NO. 333-48821
- -------------------------------------------------------------------------------
- -------------------------------------------------------------------------------
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
---------------
PRE-EFFECTIVE AMENDMENT NO. 3
to
Form S-4
Registration Statement
Under
The Securities Act of 1933
---------------
IMPAC Group, Inc.
(Exact Name of Registrant as Specified in its Charter)
Delaware 2657 23-2923682
(State or other jurisdiction (Primary Standard Industrial (I.R.S. Employer
of incorporation or Classification Code Number) Identification No.)
organization)
---------------
1950 North Ruby Street David C. Underwood
Melrose Park, Illinois 60160 Chief Financial Officer
(708) 344-9100 IMPAC Group, Inc.
(Address, including zip code, 1950 North Ruby Street,
and telephone number, Melrose Park, Illinois 60160
including area code, (708) 344-9100
of Registrant's principal (Name, address, including zip
executive offices) code, and telephone
number, including area code,
--------------- of agent for service)
Copy to:
John R. Utzschneider, Esq.
Bingham Dana LLP
150 Federal Street
Boston, MA 02110
(617) 951-8852
Facsimile No. (617) 951-8736
---------------
APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO THE PUBLIC: As soon as
practicable after the effective date of this Registration Statement.
If the securities being registered on this Form are being offered in
connection with the formation of a holding company and there is compliance
with General Instruction G, check the following box. [_]
The subsidiaries of IMPAC Group, Inc., AGI Incorporated, Klearfold, Inc.,
KF-Delaware, Inc. and KF-International, Inc. (collectively, the "Guarantors"),
have guaranteed on a senior subordinated basis, jointly and severally, the
payment of all amounts on the New Notes being registered hereby (the
"Subsidiary Guarantees"). The Guarantors are registering the Subsidiary
Guarantees.
Set forth below is the name, address, I.R.S. Employer Identification Number
and primary industrial classification number for each of the Guarantors.
<TABLE>
<CAPTION>
SIC
NAME ADDRESS IRS ID# CODE
- ---- ---------------------------- ---------- ----
<S> <C> <C> <C>
AGI Incorporated c/o IMPAC Group, Inc. 36-2262685 2657
1950 North Ruby Street
Melrose Park, Illinois 60160
(708) 344-9100
Klearfold, Inc. c/o IMPAC Group, Inc. 23-1996496 3089
1950 North Ruby Street
Melrose Park, Illinois 60160
(708) 344-9100
KF-Delaware, Inc. c/o IMPAC Group, Inc. 51-0346583 6794
1950 North Ruby Street
Melrose Park, Illinois 60160
(708) 344-9100
KF-International, Inc. c/o IMPAC Group, Inc. 66-0503968 9999
1950 North Ruby Street
Melrose Park, Illinois 60160
(708) 344-9100
</TABLE>
---------------
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, as amended, or until the
Registration Statement shall become effective on such date as the Securities
and Exchange Commission, acting pursuant to said Section 8(a), may determine.
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- -------------------------------------------------------------------------------
<PAGE>
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
ITEM 20. INDEMNIFICATION OF DIRECTORS AND OFFICERS
Section 145 of the Delaware General Corporation Law (the "DGCL") grants a
Delaware corporation the power to indemnify any director, officer, employee or
other agent if such person acted in good faith and in a manner the person
reasonably believed to be in or not opposed to the best interests of the
corporation, and, with respect to any criminal action or proceeding, had no
reasonable cause to believe such person's conduct was unlawful. No
indemnification may be provided, however, for any person with respect to any
matter as to which he shall have been adjudicated in any proceeding not to
have acted in good faith in the reasonable belief that his action was in the
best interest of the corporation unless and only to the extent that the Court
of Chancery or the court in which such action or suit was brought shall
determine upon application that, despite the adjudication of liability but in
view of all the circumstances of the case, such person is fairly and
reasonably entitled to indemnity for such expenses which the Court of Chancery
or such other court shall deem proper.
With respect to indemnification of directors, Article 6 of the Amended and
Restated Certificate of Incorporation of IMPAC, a copy of which is filed as
Exhibit 3.1, provides as follows:
"The Company shall indemnify, and upon request shall advance expenses to, in
the manner and to the full extent permitted by law, any person (or the estate
of any person) who was or is a party to, or is threatened to be made a party
to, any threatened, pending or completed action, suit or proceeding, whether
or not by or in the right of the Company, and whether civil, criminal,
administrative, investigative or otherwise, by reason of the fact that such
person is or was a director or officer of the Company, or is or was serving at
the request of the Company as a director, officer, partner or trustee of
another company, partnership, joint venture, trust or other enterprise. The
Company may, to the fullest extent permitted by law, purchase and maintain
insurance on behalf of any such person against any liability which may be
asserted against him or her, whether or not the Company would have the power
to indemnify him or her against such liability pursuant to this Article 6. To
the fullest extent permitted by law, the indemnification and advances provided
for herein shall include expenses (including attorney's fees), judgments,
fines and amounts paid in settlement. The indemnification provided herein
shall not be deemed to limit the right of the Company to indemnify any other
person for any such expenses to the full extent permitted by law, nor shall it
be deemed exclusive of any other rights to which any person seeking
indemnification from the Company may be entitled under any agreement, vote of
stockholders or disinterested directors or otherwise, both as to action in his
official capacity and as to action in another capacity while holding such
office.
A director shall not be personally liable to the Company or its stockholders
for monetary damages for breach of fiduciary duty as a director, except for
liability (a) for any breach of the director's duty of loyalty to the Company
or its stockholders, (b) for acts or omissions not in good faith or which
involve intentional misconduct or a knowing violation of law, (c) under
Section 174 of the Delaware General Corporation Law, or (d) for any
transaction from which the director derived an improper personal benefit."
With respect to indemnification, Article VII of each of the Amended and
Restated By-laws of IMPAC, a copy of which is filed as Exhibit 3.2, provides
as follows:
"Section 7.1. Right to Indemnification. Each person who was or is made a
party or is threatened to be made a party to or is otherwise involved in any
action, suit or proceeding, whether civil, criminal, administrative or
investigative (a "Proceeding"), by reason of being or having been a director
or officer
II-1
<PAGE>
of the Corporation or serving or having served at the request of the
Corporation as a director, trustee,
officer, employee or agent of another corporation or of a partnership, joint
venture, trust or other enterprise, including service with respect to an
employee benefit plan (an "Indemnitee"), whether the basis of such proceeding
is alleged action or failure to act in an official capacity as a director,
trustee, officer, employee or agent or in any other capacity while serving as
a director, trustee, officer, employee or agent, shall be indemnified and held
harmless by the Corporation to the fullest extent authorized by the Delaware
General Corporation Law, as the same exists or may hereafter be amended (but,
in the case of any such amendment, only to the extent that such amendment
permits the Corporation to provide broader indemnification rights than
permitted prior thereto) (as used in this Article 7, the "Delaware Law"),
against all expense, liability and loss (including attorneys' fees, judgments,
fines, ERISA excise taxes or penalties and amounts paid in settlement)
reasonably incurred or suffered by such Indemnitee in connection therewith and
such indemnification shall continue as to an Indemnitee who has ceased to be a
director, trustee, officer, employee or agent and shall inure to the benefit
of the Indemnitee's heirs, executors and administrators; provided, however,
that, except as provided in (S)7.2 hereof with respect to Proceedings to
enforce rights to indemnification, the Corporation shall indemnify any such
Indemnitee in connection with a Proceeding (or part thereof) initiated by such
Indemnitee only if such Proceeding (or part thereof) was authorized by the
Board of Directors. The right to indemnification conferred in this Article 7
shall be a contract right and shall include the right to be paid by the
Corporation the expenses (including attorneys' fees) incurred in defending any
such Proceeding in advance of its final disposition (an "Advancement of
Expenses"); provided, however, that, if the Delaware Law so requires, an
Advancement of Expenses incurred by an Indemnitee shall be made only upon
delivery to the Corporation of an undertaking (an "Undertaking"), by or on
behalf of such Indemnitee, to repay all amounts so advanced if it shall
ultimately be determined by final judicial decision from which there is no
further right to appeal (a "Final Adjudication") that such Indemnitee is not
entitled to be indemnified for such expenses under this Article 7 or
otherwise.
Section 7.2. Right of Indemnitee to Bring Suit. If a claim under (S)7.1
hereof is not paid in full by the Corporation within sixty days after a
written claim has been received by the Corporation, except in the case of a
claim for an Advancement of Expenses, in which case the applicable period
shall be twenty days, the Indemnitee may at any time thereafter bring suit
against the Corporation to recover the unpaid amount of the claim. If
successful in whole or in part in any such suit, or in a suit brought by the
Corporation to recover an Advancement of Expenses pursuant to the terms of an
Undertaking, the Indemnitee shall be entitled to be paid also the expense of
prosecuting or defending such suit. In (i) any suit brought by the Indemnitee
to enforce a right to indemnification hereunder (but not in a suit brought by
the Indemnitee to enforce a right to an Advancement of Expenses) it shall be a
defense that, and (ii) in any suit by the Corporation to recover an
Advancement of Expenses pursuant to the terms of an Undertaking the
Corporation shall be entitled to recover such expenses upon a Final
Adjudication that, the Indemnitee has not met the applicable standard of
conduct set forth in the Delaware Law. Neither the failure of the Corporation
(including the Board of Directors, its independent legal counsel, or its
stockholders) to have made a determination prior to the commencement of such
suit that indemnification of the Indemnitee is proper in the circumstances
because the Indemnitee has met the applicable standard of conduct set forth in
the Delaware Law, nor an actual determination by the Corporation (including
the Board of Directors, its independent legal counsel, or its stockholders)
that the Indemnitee has not met such applicable standard of conduct, shall
create a presumption that the Indemnitee has not met the applicable standard
of conduct or, in the case of such a suit brought by the Indemnitee, be a
defense to such suit. In any suit brought by the Indemnitee to enforce a right
to indemnification or to an Advancement of Expenses hereunder, or by the
Corporation to recover an Advancement of Expenses pursuant to the terms of an
Undertaking, the burden of proving that the Indemnitee is not entitled to be
indemnified, or to such Advancement of Expenses, under this Article 7 or
otherwise shall be on the Corporation.
II-2
<PAGE>
Section 7.3 Non-Exclusivity of Rights. The rights to indemnification and to
the Advancement of Expenses conferred in this Article 7 shall not be exclusive
of any other right which any person may have or hereafter acquire under any
statute, the Certificate of Incorporation, by-law, agreement, vote of
stockholders or disinterested directors or otherwise.
Section 7.4. Insurance. The Corporation may maintain insurance, at its
expense, to protect itself and any director, officer, employee or agent of the
Corporation or another corporation, partnership, joint venture, trust or other
enterprise against any expense, liability or loss, whether or not the
Corporation would have the power to indemnify such person against such
expense, liability or loss under this Article 7 or under the Delaware Law.
Section 7.5. Indemnification of Employees and Agents of the Corporation. The
Corporation may, to the extent authorized from time to time by the Board of
Directors, grant rights to indemnification, and to the Advancement of
Expenses, to any employee or agent of the Corporation to the fullest extent of
the provisions of this Article 7 with respect to the indemnification and
Advancement of Expenses of directors and officers of the Corporation."
ITEM 21. EXHIBITS AND FINANCIAL STATEMENTS
(a) The following is a list of exhibits filed as a part of this Registration
Statement:
<TABLE>
<CAPTION>
EXHIBIT DESCRIPTION
------- ----------------------------------------------------------------------
<C> <S>
2.1 Agreement and Plan of Merger, dated February 19, 1998, between KFI
Holding Corporation (which subsequently changed its name to "IMPAC
Group, Inc." and is sometimes referred to below as "Holding"), AGI
Acquisition Corporation, Heritage, Klearfold, AGI, certain
stockholders of AGI, and certain stockholders of Holding.*
2.2 Investment Agreement, dated February 19, 1998, between Holding,
Heritage Fund I Investment Corporation ("Heritage"), certain
stockholders of Holding, certain stockholders of AGI and certain other
persons.*
3.1 Amended and Restated Certificate of Incorporation of IMPAC Group, Inc.
(the "Company").*
3.2 Amended and Restated By-laws of the Company.*
4.1 Indenture, dated as of March 12, 1998, by and among the Company, AGI
Incorporated ("AGI"), Klearfold, Inc. ("Klearfold"), KF--Delaware,
Inc. ("KFD"), KF--International, Inc. ("International" and,
collectively, with AGI, Klearfold, KFD and International, the
"Guarantors") and State Street Bank and Trust Company, as Trustee.*
4.2 Form of the Company's 10 1/8% Senior Notes due 2008.*
4.3 Registration Rights Agreement, dated as of March 12, 1998, by and
among the Company, the Guarantors, Goldman, Sachs & Co. ("Goldman")
and Donaldson, Lufkin, and Jenrette Securities Corporation ("DLJ").*
5.1 Opinion of Bingham Dana LLP, as to legality of securities being
registered.*
10.1 Purchase Agreement, dated as of March 5, 1998, by and among the
Company, Goldman and DLJ.*
10.2 Escrow Agreement, dated March 12, 1998, between AGI, the Company, the
Escrow Agent and the Escrowed Stockholder Representative.*
10.3 Stockholder Agreement, dated as of March 12, 1998, between the
Company, certain Holding stockholders, certain stockholders of AGI and
certain other persons.*
10.4 Labor Agreement between Klearfold and United Paperworker's
International Union Local 286, effective December 1, 1994, as extended
by amendment through November 30, 2002.*
10.5 Second Amendment to Lease dated September 30, 1994 between Norman
Levin and Evelyn F. Levin and Klearfold (Warrington, Pennsylvania).*
</TABLE>
II-3
<PAGE>
<TABLE>
<CAPTION>
EXHIBIT DESCRIPTION
------- ----------------------------------------------------------------------
<C> <S>
10.6 Amended and Restated Lease, dated as of June 7, 1996, between Dena
Corp. and Klearfold (Louisa, Virginia).*
10.7 Amended and Restated Lease, dated as of June 7, 1996, between Melvin
B. Herrin and Klearfold (Warrington, Pennsylvania).*
10.8 Lease dated May 29, 1985 by and between Chicago Title and Trust
Company as Trustee under Trust Agreement dated February 1, 1977, and
known as Trust No. 1069185 and AGI re 256,629 sq. ft. at 1950 N. Ruby
Street.*
10.9 Amendment to Lease dated as of October 1, 1987 by and between Chicago
Title and Trust Company, as Trustee under a Trust Agreement dated
February 1, 1977, and known as Trust No. 1069185 and AGI re 256,629
sq. ft. at 1950 Ruby Street.*
10.10 Second Amendment to Lease dated as of April 30, 1992, by and between
Chicago Title and Trust Company as Trustee under a Trust Agreement
dated February 1, 1977 and known as Trust No. 1069185 and AGI re
256,629 sq. ft. at 1950 Ruby Street.*
10.11 Third Amendment to Lease dated July 2, 1997 by and between Chicago
Title and Trust Company as Trustee under Trust Agreement dated
February 1, 1997 and known as Trust No. 1069185 and AGI re 256,629 sq.
ft. at 1950 N. Ruby Street.*
10.12 Employment, Non-Competition and Stock Repurchase Agreement, dated as
of March 12, 1998, by and between the Company and David Underwood.*
10.13 Employment, Non-Competition and Stock Repurchase Agreement, dated as
of March 12, 1998, by and between the Company and James Oppenheimer.*
10.14 Employment, Non-Competition and Stock Repurchase Agreement, dated as
of March 12, 1998, by and between the Company and Richard
Oppenheimer.*
10.15 Employment, Non-Competition and Stock Repurchase Agreement, dated as
of March 12, 1998, by and between the Company and Dean Henkel.*
10.16 Employment, Non-Competition and Stock Repurchase Agreement, dated as
of March 12, 1998, by and between the Company and H. Scott Herrin.*
10.17 Employment, Non-Competition and Stock Repurchase Agreement, dated as
of March 12, 1998, by and between the Company and Melvin Herrin.*
10.18 Employment, Non-Competition and Stock Repurchase Agreement, dated as
of March 12, 1998, by and between the Company and Richard Block.*
10.19 Credit Agreement, dated as of March 12, 1998, between Bank of America
NT & SA ("BofA") and the Company.*
10.20 Form of the Company's $40,000,000 Revolving Note, dated as of March
12, 1998.*
10.21 Company Security Agreement, dated as of March 12, 1998 between the
Company and BofA.*
10.22 Borrowers Security Agreement, dated as of March 12, 1998 between AGI,
Klearfold and BofA.*
10.23 Klearfold Subsidiaries Security Agreement, dated as of March 12, 1998
between KFD and International (the "Klearfold Subsidiaries") and
BofA.*
10.24 Company Pledge Agreement, dated as of March 12, 1998 between the
Company and BofA.*
10.25 Borrowers Pledge Agreement, dated as of March 12, 1998 between AGI,
Klearfold and BofA.*
10.26 Klearfold Subsidiaries Pledge Agreement, dated as of March 12, 1998
between the Klearfold Subsidiaries and BofA.*
10.27 Company Guaranty, dated as of March 12, 1998, between the Company and
BofA.*
10.28 Borrowers Guaranty, dated as of March 12, 1998 between AGI, Klearfold
and BofA.*
10.29 Klearfold Subsidiaries Guaranty, dated as of March 12, 1998 between
the Klearfold Subsidiaries and BofA.*
10.30 Company Patent Assignment dated as of March 12, 1998 between the
Company and BofA.*
10.31 AGI Patent Assignment, dated as of March 12, 1998 between AGI and
BofA.*
</TABLE>
II-4
<PAGE>
<TABLE>
<CAPTION>
EXHIBIT DESCRIPTION
------- ----------------------------------------------------------------------
<C> <S>
10.32 Klearfold Patent Assignment, dated as of March 12, 1998 between
Klearfold and BofA.*
10.33 International Patent Assignment, dated March 12, 1998, between
International and BofA.*
10.34 KFD Patent Assignment, dated March 12, 1998, between KFD and BofA.*
10.35 Company Trademark Assignment, dated as of March 12, 1998 between the
Company and BofA.*
10.36 AGI Trademark Assignment, dated as of March 12, 1998 between AGI and
BofA.*
10.37 Klearfold Trademark Assignment, dated as of March 12, 1998 between
Klearfold and BofA.*
10.38 International Trademark Assignment, dated March 12, 1998, between
International and BofA.*
10.39 KFD Trademark Assignment, dated March 12, 1998, between KFD and BofA.*
10.40 Company Copyright Assignment, dated as of March 12, 1998 between the
Company and BofA.*
10.41 AGI Copyright Assignment, dated as of March 12, 1998 between AGI and
BofA.*
10.42 Klearfold Copyright Assignment, dated as of March 12, 1998 between
Klearfold and BofA.*
10.43 International Copyright Assignment, dated March 12,, 1998, between
International and BofA.*
10.44 KFD Copyright Assignment, dated March 12, 1998, between KFD and BofA.*
10.45 Promissory Note--L/C Loan Note, dated March 12, 1998, from Klearfold
to BofA.*
10.46 Promissory Note--L/C Loan Note, dated March 12, 1998, from AGI to
BofA.*
10.47 AGI Pledge and Security Agreement, dated March 12, 1998, between AGI,
BofA, Bank One, Illinois, NA and William Blair & Co.*
10.48 Subrogation Agreement, dated March 11, 1998, between Mellon Bank, N.A.
("Mellon"), BofA, the Company and Klearfold.*
10.49 Letter of Credit and Reimbursement Agreement, dated August 1, 1997,
between Klearfold and Mellon.*
10.50 First Amendment to Reimbursement Agreement, dated March 11, 1998,
between Mellon, and Klearfold.*
10.51 AGI Letter of Credit, dated December 15, 1997.*
10.52 Mellon Bank, N.A. Letter of Credit, dated as of August 21, 1997.*
10.53 Back-Up Klearfold Letter of Credit, dated March 11, 1998.*
10.54 Loan Agreement, dated January 1, 1995, between AGI and City of
Jacksonville, Illinois.*
10.55 Loan Agreement, dated August 1, 1997, between Bucks County and
Klearfold.*
10.56 Klearfold Profit Sharing/401(K) Plan*
10.57 Klearfold Flexible Benefits Plan for Salaried Employees*
12.1 Statement re: Computation of Ratio of Earnings to Fixed Charges.*
16.1 Letter of Arthur Andersen LLP re: Change in Certifying Accountant.**
16.2 Letter of KPMG Peat Marwick LLP re: Change in Certifying Accountant.**
21.1 List of Subsidiaries.*
23.1 Consent of Bingham Dana LLP, counsel to the Company (included in
Exhibit 5.1).*
23.2 Consent of Arthur Andersen LLP.*
23.3 Consent of KPMG Peat Marwick LLP.*
23.4 Consent of Price Waterhouse LLP.*
24.1 Power of Attorney (included in signature pages to Registration
Statement).*
25.1 Statement re: Eligibility of Trustee.*
99.1 Form of Letter of Transmittal.+
99.2 Form of Notice of Guaranteed Delivery.*
99.3 Form of Exchange Agency Agreement between the Exchange Agent and the
Company.+
99.4 Form of Letter Regarding Eligibility for use of Form S-4.*
</TABLE>
- --------
* Previously filed.
** Filed herewith.
+ To be filed by amendment.
II-5
<PAGE>
(b)The following is a list of schedules filed as a part of this Registration
Statement:
Schedule II Valuation and Qualifying Accounts and Reserves for the Years Ended
December 31, 1995, 1996 and 1997.
ITEM 22. UNDERTAKINGS
The undersigned Registrant hereby undertakes:
REGULATION SK ITEM 512(A)
(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. Notwithstanding the foregoing, any increase or
decrease in the volume of securities offered (if the total dollar value of
securities offered would not exceed that which was registered) and any
deviation from the low or high end of the estimated maximum offering range
may be reflected in the form of prospectus filed with the Commission
pursuant to Rule 424(b) ((S)2304.424(b) of this chapter) if, in the
aggregate, the changes in volume and price represent no more than a 20%
change in the maximum aggregate offering price set forth in the
"Calculation of Registration Fee" table in the effective 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;
(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 that 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.
REGULATION SK ITEM 512(H)
Insofar as indemnification for liabilities arising under the Securities Act
of 1933 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
the Registrant's counsel the matter has been settled by controlling precedent,
submit to a court of appropriate jurisdiction the question whether such
indemnification by the Registrant is against public policy as expressed in the
Act and will be governed by the final adjudication of such issue.
II-6
<PAGE>
FORM S-4 ITEM 22(C)
The undersigned Registrant hereby undertakes to supply by means of a post-
effective amendment all information concerning a transaction, and the company
being acquired involved therein, that was not the subject of and included in
the registration statement when it went effective.
SIGNATURES
PURSUANT TO THE REQUIREMENTS OF THE SECURITIES ACT, THE REGISTRANT HAS DULY
CAUSED THIS AMENDMENT NO. 3 TO ITS REGISTRATION STATEMENT TO BE SIGNED ON ITS
BEHALF BY THE UNDERSIGNED, THEREUNTO DULY AUTHORIZED, IN THE CITY OF MELROSE
PARK, STATE OF ILLINOIS, ON THIS 25TH DAY OF JUNE, 1998.
IMPAC Group Inc.
By /s/ David C. Underwood
-----------------------------------
DAVID C. UNDERWOOD CHIEF FINANCIAL
OFFICER
II-7
<PAGE>
PURSUANT TO THE REQUIREMENTS OF THE SECURITIES ACT OF 1933, THIS AMENDMENT
NO. 3 TO THE REGISTRATION STATEMENT HAS BEEN SIGNED BELOW ON BEHALF OF IMPAC
GROUP, INC. BY THE FOLLOWING PERSONS IN THE CAPACITIES AND ON THE DATES
INDICATED:
<TABLE>
<S> <C>
SIGNATURES TITLE
DATE
/s/ Melvin B. Herrin* Chairman and June 25, 1998
- ------------------------------------- Director of IMPAC
MELVIN B. HERRIN Group, Inc.
/s/ Richard Block* Chief Executive June 25, 1998
- ------------------------------------- Officer and
RICHARD BLOCK Director of IMPAC
Group, Inc.
(principal
executive officer)
/s/ H. Scott Herrin* Director of IMPAC June 25, 1998
- ------------------------------------- Group Inc.
H. SCOTT HERRIN
/s/ Michel Reichert* Director of IMPAC June 25, 1998
- ------------------------------------- Group, Inc.
MICHEL REICHERT
/s/ Michael Gilligan* Director of IMPAC June 25, 1998
- ------------------------------------- Group, Inc.
MICHAEL GILLIGAN
/s/ Zenas Block* Director of IMPAC June 25, 1998
- ------------------------------------- Group, Inc.
ZENAS BLOCK
/s/ David Horowitz* Director of IMPAC June 25, 1998
- ------------------------------------- Group, Inc.
DAVID HOROWITZ
/s/ David C. Underwood Chief Financial June 25, 1998
- ------------------------------------- Officer of IMPAC
DAVID C. UNDERWOOD Group, Inc.
(principal
financial and
accounting officer)
/s/ David C. Underwood
*By:
- -------------------------------------
DAVID C. UNDERWOOD
ATTORNEY-IN-FACT
</TABLE>
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<PAGE>
SIGNATURES
PURSUANT TO THE REQUIREMENTS OF THE SECURITIES ACT, THE UNDERSIGNED
REGISTRANT HAS DULY CAUSED THIS AMENDMENT NO. 3 TO THE REGISTRATION STATEMENT
TO BE SIGNED ON ITS BEHALF BY THE UNDERSIGNED, THEREUNTO DULY AUTHORIZED, IN
THE CITY OF MELROSE PARK, STATE OF ILLINOIS, ON THIS 25TH DAY OF JUNE, 1998.
AGI Incorporated
/s/ David C. Underwood
By: _________________________________
DAVID C. UNDERWOOD
Chief Financial Officer
PURSUANT TO THE REQUIREMENTS OF THE SECURITIES ACT OF 1933, THIS AMENDMENT
NO. 3 TO THE REGISTRATION STATEMENT HAS BEEN SIGNED BELOW ON BEHALF OF AGI
INCORPORATED BY THE FOLLOWING PERSONS IN THE CAPACITIES AND ON THE DATES
INDICATED:
<TABLE>
<S> <C>
SIGNATURE TITLE
DATE
/s/ Melvin B. Herrin* Director of AGI June 25, 1998
- ------------------------------------- Incorporated
MELVIN B. HERRIN
/s/ Richard Block* Chief Executive June 25, 1998
- ------------------------------------- Officer and
RICHARD BLOCK Director of AGI
Incorporated
(principal
executive officer)
/s/ H. Scott Herrin* Director of AGI June 25, 1998
- ------------------------------------- Incorporated
H. SCOTT HERRIN
/s/ Michel Reichert* Director of AGI June 25, 1998
- ------------------------------------- Incorporated
MICHEL REICHERT
</TABLE>
II-9
<PAGE>
<TABLE>
<S> <C>
SIGNATURE TITLE
DATE
/s/ Michael Gilligan* Director of AGI June 25, 1998
- ------------------------------------- Incorporated
MICHAEL GILLIGAN
/s/ David C. Underwood Chief Financial June 25, 1998
- ------------------------------------- Officer of AGI
DAVID C. UNDERWOOD Incorporated
(principal
financial and
accounting officer)
/s/ Zenas Block* Director of AGI June 25, 1998
- ------------------------------------- Incorporated
ZENAS BLOCK
/s/ David Horowitz* Director of AGI June 25, 1998
- ------------------------------------- Incorporated
DAVID HOROWITZ
*By: /s/ David C. Underwood
- -------------------------------------
DAVID C. UNDERWOOD
ATTORNEY-IN-FACT
</TABLE>
II-10
<PAGE>
SIGNATURES
PURSUANT TO THE REQUIREMENTS OF THE SECURITIES ACT, THE UNDERSIGNED
REGISTRANT HAS DULY CAUSED THIS AMENDMENT NO. 3 TO THE REGISTRATION STATEMENT
TO BE SIGNED ON ITS BEHALF BY THE UNDERSIGNED, THEREUNTO DULY AUTHORIZED, IN
THE CITY OF MELROSE PARK, STATE OF ILLINOIS, ON THIS 25TH DAY OF JUNE, 1998.
Klearfold, Inc.
By: /s/ David C. Underwood
-------------------------------------
DAVID C. UNDERWOOD CHIEF FINANCIAL
OFFICER
PURSUANT TO THE REQUIREMENTS OF THE SECURITIES ACT OF 1933, THIS AMENDMENT
NO. 3 TO THE REGISTRATION STATEMENT HAS BEEN SIGNED BELOW ON BEHALF OF
KLEARFOLD, INC. BY THE FOLLOWING PERSONS IN THE CAPACITIES AND ON THE DATES
INDICATED:
<TABLE>
<S> <C>
SIGNATURE TITLE
DATE
/s/ Melvin B. Herrin* Director of June 25, 1998
- ------------------------------------- Klearfold, Inc.
MELVIN B. HERRIN
/s/ Richard Block* Chief Executive June 25, 1998
- ------------------------------------- Officer and Director
RICHARD BLOCK of Klearfold, Inc.
(principal executive
officer)
/s/ H. Scott Herrin* Director of June 25, 1998
- ------------------------------------- Klearfold, Inc.
H. SCOTT HERRIN
/s/ Michel Reichert* Director of June 25, 1998
- ------------------------------------- Klearfold, Inc.
MICHEL REICHERT
/s/ Michael Gilligan* Director of June 25, 1998
- ------------------------------------- Klearfold, Inc.
MICHAEL GILLIGAN
/s/ David C. Underwood Chief Financial June 25, 1998
- ------------------------------------- Officer of
DAVID C. UNDERWOOD Klearfold, Inc.
(principal
financial and
accounting officer)
/s/ Zenas Block* Director of June 25, 1998
- ------------------------------------- Klearfold, Inc.
ZENAS BLOCK
/s/ David Horowitz* Director of June 25, 1998
- ------------------------------------- Klearfold, Inc.
DAVID HOROWITZ
*By: /s/ David C. Underwood
- -------------------------------------
DAVID C. UNDERWOOD
ATTORNEY-IN-FACT
</TABLE>
II-11
<PAGE>
SIGNATURES
PURSUANT TO THE REQUIREMENTS OF THE SECURITIES ACT, THE UNDERSIGNED
REGISTRANT HAS DULY CAUSED THIS AMENDMENT NO. 3 TO THE REGISTRATION STATEMENT
TO BE SIGNED ON ITS BEHALF BY THE UNDERSIGNED, THEREUNTO DULY AUTHORIZED, IN
THE CITY OF MELROSE PARK, STATE OF ILLINOIS, ON THIS 25TH DAY OF JUNE, 1998.
KF-International, Inc.
<TABLE>
<S> <C>
By: /s/ David C. Underwood
--------------------------------
DAVID C. UNDERWOOD
CHIEF FINANCIAL OFFICER
PURSUANT TO THE REQUIREMENTS OF THE SECURITIES ACT OF 1933, THIS AMENDMENT
NO. 3 TO THE REGISTRATION STATEMENT HAS BEEN SIGNED BELOW ON BEHALF OF KF-
INTERNATIONAL, INC. BY THE FOLLOWING PERSONS IN THE CAPACITIES AND ON THE
DATES INDICATED:
SIGNATURE TITLE
DATE
/s/ Melvin B. Herrin* Director of June 25, 1998
- ------------------------------------- KF-International,
MELVIN B. HERRIN Inc.
/s/ H. Scott Herrin* Director of June 25, 1998
- ------------------------------------- KF-International,
H. SCOTT HERRIN Inc.
/s/ Arthur S. Keyser* Director of June 25, 1998
- ------------------------------------- KF-International,
ARTHUR S. KEYSER Inc.
/s/ James Hindels* Director of June 25, 1998
- ------------------------------------- KF-International,
JAMES HINDELS Inc.
</TABLE>
II-12
<PAGE>
<TABLE>
<S> <C>
SIGNATURE TITLE
DATE
/s/ John deJongh* Director of June 25, 1998
- ------------------------------------- KF-International,
JOHN DEJONGH Inc.
/s/ Richard Block* Chief Executive June 25, 1998
- ------------------------------------- Officer of
RICHARD BLOCK KF-International,
Inc.
(principal
executive officer)
/s/ David C. Underwood Chief Financial June 25, 1998
- ------------------------------------- Officer of
DAVID C. UNDERWOOD KF-International,
Inc.
(principal
financial and
accounting officer)
*By: /s/ David C. Underwood
- -------------------------------------
DAVID C. UNDERWOOD
ATTORNEY-IN-FACT
</TABLE>
II-13
<PAGE>
SIGNATURES
PURSUANT TO THE REQUIREMENTS OF THE SECURITIES ACT, THE UNDERSIGNED
REGISTRANT HAS DULY CAUSED THIS AMENDMENT NO. 3 TO THE REGISTRATION STATEMENT
TO BE SIGNED ON ITS BEHALF BY THE UNDERSIGNED, THEREUNTO DULY AUTHORIZED, IN
THE CITY OF MELROSE PARK, STATE OF ILLINOIS, ON THIS 25TH DAY OF JUNE, 1998.
<TABLE>
<S> <C>
KF-Delaware, Inc.
By: /s/ David C. Underwood
--------------------------------
DAVID C. UNDERWOOD
CHIEF FINANCIAL OFFICER
PURSUANT TO THE REQUIREMENTS OF THE SECURITIES ACT OF 1933, THIS AMENDMENT
NO. 3 TO THE REGISTRATION STATEMENT HAS BEEN SIGNED BELOW ON BEHALF OF KF-
DELAWARE, INC. BY THE FOLLOWING PERSONS IN THE CAPACITIES AND ON THE DATES
INDICATED:
SIGNATURE TITLE
DATE
/s/ Richard Block* Chief Executive June 25, 1998
- ------------------------------------- Officer of KF-
RICHARD BLOCK Delaware, Inc.
(principal
executive officer)
/s/ David C. Underwood Chief Financial June 25, 1998
- ------------------------------------- Officer and
DAVID C. UNDERWOOD Director of KF-
Delaware, Inc.
(principal
financial and
accounting officer)
/s/ Adam Murphy* Director of KF- June 25, 1998
- ------------------------------------- Delaware, Inc.
ADAM MURPHY
*By: /s/ David C. Underwood
- -------------------------------------
DAVID C. UNDERWOOD
ATTORNEY-IN-FACT
</TABLE>
II-14
<PAGE>
SCHEDULE II
VALUATION AND QUALIFYING ACCOUNTS AND RESERVES FOR THE YEARS ENDED DECEMBER 31,
1995, 1996 AND 1997 (IN THOUSANDS)
<TABLE>
<CAPTION>
BALANCE
AT CHARGED BALANCE
BEGINNING TO OTHER AT END
OF YEAR EXPENSE CHANGES(1) OF YEAR
--------- ------- ---------- -------
<S> <C> <C> <C> <C>
Klearfold
Allowance for Doubtful Accounts
1995...................................... $150 $37 ($40) $147
1996...................................... $147 $44 ($91) $100
1997...................................... $100 ($3) $43 $140
Credit Memo Reserve
1995...................................... $655 $416 ($665) $406
1996...................................... $406 $463 ($703) $166
1997...................................... $166 $454 ($200) $420
</TABLE>
- --------
(1) Net accounts (written-off)/recovered to the Allowance for Doubtful
Accounts; Credit memos issued against the Credit Memo Reserve.
S-1
<PAGE>
<TABLE>
<CAPTION>
EXHIBIT DESCRIPTION
------- ----------------------------------------------------------------------
<C> <S>
2.1 Agreement and Plan of Merger, dated February 19, 1998, between KFI
Holding Corporation (which subsequently changed its name to "IMPAC
Group, Inc." and is sometimes referred to below as "Holding"), AGI
Acquisition Corporation, Heritage, Klearfold, AGI, certain
stockholders of AGI, and certain stockholders of Holding.*
2.2 Investment Agreement, dated February 19, 1998, between Holding,
Heritage Fund I Investment Corporation ("Heritage"), certain
stockholders of Holding, certain stockholders of AGI and certain other
persons.*
3.1 Amended and Restated Certificate of Incorporation of IMPAC Group, Inc.
(the "Company").*
3.2 Amended and Restated By-laws of the Company.*
4.1 Indenture, dated as of March 12, 1998, by and among the Company, AGI
Incorporated ("AGI"), Klearfold, Inc. ("Klearfold"), KF--Delaware,
Inc. ("KFD"), KF--International, Inc. ("International" and,
collectively, with AGI, Klearfold, KFD and International, the
"Guarantors") and State Street Bank and Trust Company, as Trustee.*
4.2 Form of the Company's 10 1/8% Senior Notes due 2008.*
4.3 Registration Rights Agreement, dated as of March 12, 1998, by and
among the Company, the Guarantors, Goldman, Sachs & Co. ("Goldman")
and Donaldson, Lufkin, and Jenrette Securities Corporation ("DLJ").*
5.1 Opinion of Bingham Dana LLP, as to legality of securities being
registered.*
10.1 Purchase Agreement, dated as of March 5, 1998, by and among the
Company, Goldman and DLJ.*
10.2 Escrow Agreement, dated March 12, 1998, between AGI, the Company, the
Escrow Agent and the Escrowed Stockholder Representative.*
10.3 Stockholder Agreement, dated as of March 12, 1998, between the
Company, certain Holding stockholders, certain stockholders of AGI and
certain other persons.*
10.4 Labor Agreement between Klearfold and United Paperworker's
International Union Local 286, effective December 1, 1994, as extended
by amendment through November 30, 2002.*
10.5 Second Amendment to Lease dated September 30, 1994 between Norman
Levin and Evelyn F. Levin and Klearfold (Warrington, Pennsylvania).*
10.6 Amended and Restated Lease, dated as of June 7, 1996, between Dena
Corp. and Klearfold (Louisa, Virginia).*
10.7 Amended and Restated Lease, dated as of June 7, 1996, between Melvin
B. Herrin and Klearfold (Warrington, Pennsylvania).*
10.8 Lease dated May 29, 1985 by and between Chicago Title and Trust
Company as Trustee under Trust Agreement dated February 1, 1977, and
known as Trust No. 1069185 and AGI re 256,629 sq. ft. at 1950 N. Ruby
Street.*
10.9 Amendment to Lease dated as of October 1, 1987 by and between Chicago
Title and Trust Company, as Trustee under a Trust Agreement dated
February 1, 1977, and known as Trust No. 1069185 and AGI re 256,629
sq. ft. at 1950 Ruby Street.*
10.10 Second Amendment to Lease dated as of April 30, 1992, by and between
Chicago Title and Trust Company as Trustee under a Trust Agreement
dated February 1, 1977 and known as Trust No. 1069185 and AGI re
256,629 sq. ft. at 1950 Ruby Street.*
10.11 Third Amendment to Lease dated July 2, 1997 by and between Chicago
Title and Trust Company as Trustee under Trust Agreement dated
February 1, 1997 and known as Trust No. 1069185 and AGI re 256,629 sq.
ft. at 1950 N. Ruby Street.*
10.12 Employment, Non-Competition and Stock Repurchase Agreement, dated as
of March 12, 1998, by and between the Company and David Underwood.*
10.13 Employment, Non-Competition and Stock Repurchase Agreement, dated as
of March 12, 1998, by and between the Company and James Oppenheimer.*
10.14 Employment, Non-Competition and Stock Repurchase Agreement, dated as
of March 12, 1998, by and between the Company and Richard
Oppenheimer.*
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
EXHIBIT DESCRIPTION
------- ----------------------------------------------------------------------
<C> <S>
10.15 Employment, Non-Competition and Stock Repurchase Agreement, dated as
of March 12, 1998, by and between the Company and Dean Henkel.*
10.16 Employment, Non-Competition and Stock Repurchase Agreement, dated as
of March 12, 1998, by and between the Company and H. Scott Herrin.*
10.17 Employment, Non-Competition and Stock Repurchase Agreement, dated as
of March 12, 1998, by and between the Company and Melvin Herrin.*
10.18 Employment, Non-Competition and Stock Repurchase Agreement, dated as
of March 12, 1998, by and between the Company and Richard Block.*
10.19 Credit Agreement, dated as of March 12, 1998, between Bank of America
NT & SA ("BofA") and the Company.*
10.20 Form of the Company's $40,000,000 Revolving Note, dated as of March
12, 1998.*
10.21 Company Security Agreement, dated as of March 12, 1998 between the
Company and BofA.*
10.22 Borrowers Security Agreement, dated as of March 12, 1998 between AGI,
Klearfold and BofA.*
10.23 Klearfold Subsidiaries Security Agreement, dated as of March 12, 1998
between KFD and International (the "Klearfold Subsidiaries") and
BofA.*
10.24 Company Pledge Agreement, dated as of March 12, 1998 between the
Company and BofA.*
10.25 Borrowers Pledge Agreement, dated as of March 12, 1998 between AGI,
Klearfold and BofA.*
10.26 Klearfold Subsidiaries Pledge Agreement, dated as of March 12, 1998
between the Klearfold Subsidiaries and BofA.*
10.27 Company Guaranty, dated as of March 12, 1998, between the Company and
BofA.*
10.28 Borrowers Guaranty, dated as of March 12, 1998 between AGI, Klearfold
and BofA.*
10.29 Klearfold Subsidiaries Guaranty, dated as of March 12, 1998 between
the Klearfold Subsidiaries and BofA.*
10.30 Company Patent Assignment dated as of March 12, 1998 between the
Company and BofA.*
10.31 AGI Patent Assignment, dated as of March 12, 1998 between AGI and
BofA.*
10.32 Klearfold Patent Assignment, dated as of March 12, 1998 between
Klearfold and BofA.*
10.33 International Patent Assignment, dated March 12, 1998, between
International and BofA.*
10.34 KFD Patent Assignment, dated March 12, 1998, between KFD and BofA.*
10.35 Company Trademark Assignment, dated as of March 12, 1998 between the
Company and BofA.*
10.36 AGI Trademark Assignment, dated as of March 12, 1998 between AGI and
BofA.*
10.37 Klearfold Trademark Assignment, dated as of March 12, 1998 between
Klearfold and BofA.*
10.38 International Trademark Assignment, dated March 12, 1998, between
International and BofA.*
10.39 KFD Trademark Assignment, dated March 12, 1998, between KFD and BofA.*
10.40 Company Copyright Assignment, dated as of March 12, 1998 between the
Company and BofA.*
10.41 AGI Copyright Assignment, dated as of March 12, 1998 between AGI and
BofA.*
10.42 Klearfold Copyright Assignment, dated as of March 12, 1998 between
Klearfold and BofA.*
10.43 International Copyright Assignment, dated March 12,, 1998, between
International and BofA.*
10.44 KFD Copyright Assignment, dated March 12, 1998, between KFD and BofA.*
10.45 Promissory Note--L/C Loan Note, dated March 12, 1998, from Klearfold
to BofA.*
10.46 Promissory Note--L/C Loan Note, dated March 12, 1998, from AGI to
BofA.*
10.47 AGI Pledge and Security Agreement, dated March 12, 1998, between AGI,
BofA, Bank One, Illinois, NA and William Blair & Co.*
10.48 Subrogation Agreement, dated March 11, 1998, between Mellon Bank, N.A.
("Mellon"), BofA, the Company and Klearfold.*
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
EXHIBIT DESCRIPTION
------- ----------------------------------------------------------------------
<C> <S>
10.49 Letter of Credit and Reimbursement Agreement, dated August 1, 1997,
between Klearfold and Mellon.*
10.50 First Amendment to Reimbursement Agreement, dated March 11, 1998,
between Mellon, and Klearfold.*
10.51 AGI Letter of Credit, dated December 15, 1997.*
10.52 Mellon Bank, N.A. Letter of Credit, dated as of August 21, 1997.*
10.53 Back-Up Klearfold Letter of Credit, dated March 11, 1998.*
10.54 Loan Agreement, dated January 1, 1995, between AGI and City of
Jacksonville, Illinois.*
10.55 Loan Agreement, dated August 1, 1997, between Bucks County and
Klearfold.*
10.56 Klearfold Profit Sharing/401(K) Plan*
10.57 Klearfold Flexible Benefits Plan for Salaried Employees*
12.1 Statement re: Computation of Ratio of Earnings to Fixed Charges.*
16.1 Letter of Arthur Andersen LLP re: Change in Certifying Accountant.**
16.2 Letter of KPMG Peat Marwick LLP re: Change in Certifying Accountant.**
21.1 List of Subsidiaries.*
23.1 Consent of Bingham Dana LLP, counsel to the Company (included in
Exhibit 5.1).*
23.2 Consent of Arthur Andersen LLP.*
23.3 Consent of KPMG Peat Marwick LLP.*
23.4 Consent of Price Waterhouse LLP.*
24.1 Power of Attorney (included in signature pages to Registration
Statement).*
25.1 Statement re: Eligibility of Trustee.*
99.1 Form of Letter of Transmittal.+
99.2 Form of Notice of Guaranteed Delivery.*
99.3 Form of Exchange Agency Agreement between the Exchange Agent and the
Company.+
99.4 Form of Letter Regarding Eligibility for use of Form S-4.*
</TABLE>
- --------
* Previously filed.
** Filed herewith.
+ To be filed by amendment.
<PAGE>
[ARTHUR ANDERSEN LETTERHEAD APPEARS HERE]
EXHIBIT 16.1
June 23, 1998
Office of the Chief Accountant
Securities and Exchange Commission
450 Fifth Street, N.W.
Washington, D.C. 20549
Dear Sir or Madam:
We have read the third paragraph of the Experts section included in the
Amendment No. 2 to Form S-4 dated June 12, 1998, of IMPAC Group, Inc. filed
with the Securities and Exchange Commission and are in agreement with the
statements contained therein.
Very truly yours,
/s/ Arthur Andersen LLP
Arthur Andersen LLP
cc: Mr. David C. Underwood, CFO, IMPAC Group, Inc.
Mr. John R. Utzschneider, Bingham Dana LLP
<PAGE>
EXHIBIT 16.2
[KPMG PEAT MARWICK LETTERHEAD APPEARS HERE]
June 25, 1998
Securities and Exchange Commission
Washington, D.C. 20549
Ladies and Gentlemen:
We were previously principal accountants for IMPAC Group, Inc. (formerly KFI
Holding Corporation) and, under the date of February 6, 1998 we reported on
the consolidated financial statements of KFI Holding Corporation and
Subsidiaries as of and for the years ended December 31, 1997 and 1996. On May
29, 1998, our appointment as principal accountants was terminated. We have
read the second paragraph of the Experts section of the Pre-effective
Amendment No. 2 to Form S-4 (Registration No. 333-4882) filed by IMPAC Group,
Inc. with the Securities and Exchange Commission on June 12, 1998, and we
agree with such statements, except that we are not in a position to agree or
disagree with the IMPAC Group, Inc.'s statement that the board of directors
voted to appoint Price Waterhouse LLP as IMPAC Group, Inc.'s independent
accountants for fiscal 1998 and dismiss KPMG Peat Marwick LLP.
Very truly yours,
KMPG Peat Marwick LLP
