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AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON JULY 1, 1997.
REGISTRATION NO. 333-
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM S-3
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
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VALASSIS COMMUNICATIONS, INC.
(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
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<S> <C>
DELAWARE 38-2760940
(STATE OR OTHER JURISDICTION OF (I.R.S. EMPLOYER
INCORPORATION OR ORGANIZATION) IDENTIFICATION NUMBER)
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19975 VICTOR PARKWAY
LIVONIA, MICHIGAN 48152
(313) 591-3000
(ADDRESS, INCLUDING ZIP CODE, AND TELEPHONE NUMBER, INCLUDING
AREA CODE, OF REGISTRANT'S PRINCIPAL EXECUTIVE OFFICES)
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BARRY P. HOFFMAN, ESQ.
VICE PRESIDENT, GENERAL COUNSEL & SECRETARY
19975 VICTOR PARKWAY
LIVONIA, MICHIGAN 48152
(313) 591-3000
(NAME, ADDRESS, INCLUDING ZIP CODE, AND TELEPHONE NUMBER, INCLUDING
AREA CODE, OF AGENT FOR SERVICE)
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COPIES TO:
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<S> <C> <C>
JOHN M. ALLEN, JR., ESQ. MARK THOMAN, ESQ. JONATHAN A. SCHAFFZIN, ESQ.
DEBEVOISE & PLIMPTON MCDERMOTT, WILL & EMERY CAHILL GORDON & REINDEL
875 THIRD AVENUE 50 ROCKEFELLER PLAZA 80 PINE STREET
NEW YORK, NEW YORK 10022 NEW YORK, NEW YORK 10020 NEW YORK, NEW YORK 10005
(212) 909-6000 (212) 547-5400 (212) 701-3000
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APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO THE PUBLIC: As soon as
practicable after the effective date of this Registration Statement.
If the only securities being registered on this Form are being offered
pursuant to dividend or interest reinvestment plans, check the following box.
[ ]
If any of the securities being registered on this Form are to be offered on
a delayed or continuous basis pursuant to Rule 415 under the Securities Act of
1933 other than securities offered only in connection with dividend or interest
reinvestment plans, check the following box. [ ]
If this Form is filed to register additional securities for an offering
pursuant to Rule 462(b) under the Securities Act, please check the following box
and list the Securities Act registration number of the earlier effective
registration statement for the same offering. [x] 333-28685
If this Form is a post-effective amendment filed pursuant to Rule 462(c)
under the Securities Act, check the following box and list the Securities Act
registration statement number of the earlier effective registration statement
for the same offering. [ ]
If delivery of the Prospectus is expected to be made pursuant to Rule 434,
please check the following box. [ ]
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CALCULATION OF REGISTRATION FEE
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PROPOSED
MAXIMUM PROPOSED MAXIMUM
TITLE OF EACH CLASS OF AMOUNT TO BE OFFERING PRICE AGGREGATE AMOUNT OF
SECURITIES TO BE REGISTERED REGISTERED PER SHARE(1) OFFERING PRICE(1)(2) REGISTRATION FEE(3)
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Common Stock ($.01 par value)................. 5,223,800 $ 24 $484,171,200 $146,719
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(1) Estimated pursuant to Rule 457(c) under the Securities Act of 1933 based on
the average trading price of the Common Stock on the New York Stock Exchange
on June 30, 1997 solely for purposes of calculating the registration fee.
(2) $412,059,375 of such amount has previously been registered under the
Company's registration statement on Form S-3 (File No. 333-28685).
(3) $124,866 of such registration fee has previously been paid by the Company in
connection with the registration statement on Form S-3 (File No. 333-28685).
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THIS REGISTRATION STATEMENT IS BEING FILED PURSUANT TO RULE 462(b) UNDER
THE SECURITIES ACT OF 1933, AS AMENDED ('RULE 462(b)'), AND INCLUDES THIS
REGISTRATION STATEMENT FACING PAGE, THE SIGNATURE PAGE, AN EXHIBIT INDEX, AN
OPINION AND AN ACCOUNTANT'S CONSENT. PURSUANT TO RULE 462(b), THE CONTENTS OF
THE REGISTRATION STATEMENT ON FORM S-3 (FILE NO. 333-28685) OF VALASSIS
COMMUNICATIONS, INC., INCLUDING THE EXHIBITS THERETO, ARE INCORPORATED BY
REFERENCE INTO THIS REGISTRATION STATEMENT.
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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-3 and has duly caused this Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Livonia, State of Michigan on July 1, 1997.
VALASSIS COMMUNICATIONS, INC.
By: DAVID A. BRANDON*
____________________________________
DAVID A. BRANDON
CHAIRMAN, PRESIDENT AND CHIEF
EXECUTIVE OFFICER
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed below by the following persons in the
capacities indicated on July 1, 1997.
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<CAPTION>
NAME TITLE
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<S> <C>
BRIAN M. POWERS* Chairman of the Board of Directors
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BRIAN M. POWERS
DAVID A. BRANDON* President and Chief Executive Officer, Director
- ------------------------------------------ (Principal Executive Officer)
DAVID A. BRANDON
GRAHAM A. CUBBIN* Director
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GRAHAM A. CUBBIN
MARK C. DAVIS* Director
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MARK C. DAVIS
JON M. HUNTSMAN, JR.* Director
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JON M. HUNTSMAN, JR.
JAMES PACKER* Director
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JAMES PACKER
ROBERT L. RECCHIA* Chief Financial Officer and Director
- ------------------------------------------ (Principal Financial and Accounting Officer)
ROBERT L. RECCHIA
ALAN F. SCHULTZ* Chief Operating Officer and Director
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ALAN F. SCHULTZ
FAITH WHITTLESEY* Director
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FAITH WHITTLESEY
*By: /S/ BARRY P. HOFFMAN
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BARRY P. HOFFMAN
ATTORNEY-IN-FACT
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INDEX TO EXHIBITS
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<CAPTION>
EXHIBIT
NO. DESCRIPTION
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<S> <C>
5.1 -- Opinion of McDermott, Will & Emery regarding the legality of the securities being registered.
23.1 -- Consent of Ernst & Young LLP.
23.2 -- Consent of McDermott, Will & Emery, included in the opinion of McDermott, Will & Emery filed as Exhibit
5.1
24 -- Powers of Attorney (incorporated by reference to Registration Statement on Form S-3 (File No.
333-28685)).
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EXHIBIT 5.1
July 1, 1997
VALASSIS COMMUNICATIONS, INC.
19975 Victor Parkway
Livonia, Michigan 48152
Ladies and Gentlemen:
We have acted as your special counsel in connection with the Registration
Statement on Form S-3 (the 'Registration Statement'), relating to the
registration pursuant to Rule 462(b) under the Securities Act of 1933, as
amended, of 5,223,800 shares of the common stock, par value $.01 per share (the
'Shares') to be sold by Conpress International (Netherlands Antilles) N.V., a
Netherlands Antilles limited liability company of Valassis Communications, Inc.,
a Delaware corporation (the 'Company').
For the purposes of this opinion, we have examined the Registration
Statement and have also examined and relied upon the representations and
warranties as to factual matters contained in such documents and upon originals
or copies of such corporate records and other documents and have reviewed such
questions of law as we considered necessary or appropriate for the purposes of
this opinion.
Members of this firm are admitted to the Bar of the State of New York and
we express no opinion as to the laws of any other jurisdiction except for the
General Corporation Law of the State of Delaware.
Based on such examination and review, we are of the opinion that the Shares
are duly and validly issued, fully paid and nonassessable.
We hereby consent to the filing of this opinion as an exhibit to the
Registration Statement and to the reference to us under the caption 'Legal
Matters' in the Prospectus incorporated therein by reference. In giving this
consent, we do not thereby admit that we are within the category of persons
whose consent is required under Section 7 of the Securities Act and the rules
and regulations of the Securities and Exchange Commission thereunder.
Very truly yours,
MCDERMOTT, WILL & EMERY
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EXHIBIT 23.1
We consent to the incorporation by reference of the reference to our firm
under the caption 'Experts' from Amendment No. 2 to the Registration Statement
(Form S-3 No. 333-28685) and related Prospectus in the Registration Statement
(Form S-3, dated July 1, 1997) and related Prospectus of Valassis
Communications, Inc. for the registration of shares of its common stock and to
the incorporation by reference therein of our report dated February 10, 1997,
with respect to the consolidated financial statements and schedule of Valassis
Communications, Inc. included in its Annual Report (Form 10-K) for the year
ended December 31, 1996, filed with the Securities and Exchange Commission.
/s/ Ernst & Young LLP
ERNST & YOUNG LLP
Detroit, Michigan
June 27, 1997
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