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AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON JANUARY 26, 1998
REGISTRATION NO. 333-44539
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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AMENDMENT NO. 1
FORM S-8
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
TUFCO TECHNOLOGIES, INC.
(Exact name of registrant as specified in its charter)
DELAWARE
(State or other jurisdiction of incorporation or organization)
39-1723477
(I.R.S. Employer Identification No.)
4800 SIMONTON ROAD
DALLAS, TEXAS 75244
(Address of Principal Executive Offices) (Zip Code)
TUFCO TECHNOLOGIES, INC.
1992 NON-QUALIFIED STOCK OPTION PLAN
TUFCO TECHNOLOGIES, INC.
1993 NON-EMPLOYEE DIRECTOR STOCK OPTION PLAN
(Full title of plans)
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GREGORY L. WILEMON
CHIEF FINANCIAL OFFICER
4800 SIMONTON ROAD
DALLAS, TEXAS 75244
(972) 789-1079
(Name, address, and telephone number,
including area code, of agent for service)
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Copies to:
GINA E. BETTS
LIDDELL, SAPP, ZIVLEY, HILL & LABOON, L.L.P.
2001 ROSS AVENUE, SUITE 3000
DALLAS, TEXAS 75201-8001
(214) 849-5500
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PART I
INFORMATION REQUIRED IN SECTION 10(a) PROSPECTUS
The documents containing the information specified in "Item 1. Plan
Information" and "Item 2. Registrant Information and Employee Plan Annual
Information" of Form S-8 will be sent or given to participants of the Tufco
Technologies, Inc. (the "Company") 1992 Non-Qualified Stock Option Plan, as
amended (the "NQO Plan"), and the Company's 1993 Non-Employee Director Stock
Option Plan (the "Outside Director Plan") as specified by Rule 428(b)(1) of the
Securities Act of 1933, as amended (the "Securities Act"). Such documents are
not required to be and are not filed with the Securities and Exchange Commission
either as part of this Registration Statement or as a prospectus or prospectus
supplement pursuant to Rule 424 of the Securities Act and the Note to Part I of
Form S-8. These documents and the documents incorporated by reference in this
Registration Statement pursuant to Item 3 of Part II of Form S-8, taken
together, constitute a prospectus that meets the requirements of Section 10(a)
of the Securities Act.
This Registration Statement also contains a Reoffer Prospectus, which has
been prepared in accordance with the requirements of Part I of Form S-3 and,
pursuant to General Instruction C of Form S-8, may be used for reofferings and
resales of the Company's Common Stock (i) to be acquired by "affiliates" of the
Company upon the exercise by such affiliates of options heretofore or hereafter
granted under the NQO Plan or the Outside Director Plan and (ii) acquired by
employees of the Company who exercised options granted under the NQO Plan prior
to the date of the filing of this Registration Statement.
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REOFFER PROSPECTUS
132,534 SHARES
TUFCO TECHNOLOGIES, INC.
COMMON STOCK
(PAR VALUE $0.01 PER SHARE)
This Reoffer Prospectus (this "Prospectus") relates to the offer and sale
from time to time (the "Offering") by (i) certain executive officers and
non-employee directors of Tufco Technologies, Inc., a Delaware corporation (the
"Company"), who may be deemed "affiliates" of the Company as defined in Rule 405
under the Securities Act of 1933, as amended (the "Securities Act"), and (ii)
certain employees and former employees of the Company (collectively, the
"Selling Stockholders") of an aggregate of 132,534 shares (the "Reoffer Shares")
of common stock, par value $0.01 per share, of the Company (the "Common Stock").
The Reoffer Shares offered hereby are shares of Common Stock that have been or
may be acquired by the Selling Stockholders upon exercise of stock options
granted to the Selling Stockholders pursuant to the Company's 1992 Non-Qualified
Stock Option Plan, as amended (the "NQO Plan"), or the Company's 1993
Non-Employee Director Stock Option Plan (the "Outside Director Plan").
The Selling Stockholders, or pledgees, donees, transferees or other
successors in interest thereto, may sell the Reoffer Shares from time to time to
purchasers directly. Alternatively, the Selling Stockholders may sell the
Reoffer Shares in one or more transactions (which may involve one or more block
transactions) on the National Association of Securities Dealers, Inc. Automated
Quotation System ("Nasdaq"), in sales occurring in the public market through
Nasdaq, in separately negotiated transactions, or in a combination of such
transactions. Each sale may be made either at market prices prevailing at the
time of such sale or at negotiated prices. Some or all of the Reoffer Shares may
be sold through brokers acting on behalf of the Selling Stockholders or to
dealers for resale by such dealers, and in connection with such sales, such
brokers or dealers may receive compensation in the form of discounts or
commissions from the Selling Stockholders or the purchasers of such Reoffer
Shares for whom they may act as broker or agent (which discounts or commissions
are not anticipated to exceed those customary in the types of transactions
involved). Any securities covered by this Prospectus that qualify for sale
pursuant to Rule 144 under the Securities Act may be sold, however, under Rule
144 rather than pursuant to this Prospectus.
All expenses of registration incurred in connection with this Offering are
being borne by the Company, but all brokerage commissions, discounts and other
expenses incurred by individual Selling Stockholders will be borne by each such
Selling Stockholder. The Company will not receive any proceeds from the sale of
the Reoffer Shares by the Selling Stockholders.
The Selling Stockholders and any dealer participating in the distribution
of any Reoffer Shares or any broker executing selling orders on behalf of the
Selling Stockholders may be deemed to be "underwriters" within the meaning of
the Securities Act, in which event any profit on the sale of any or all of the
Reoffer Shares by them and any discounts or commissions received by any such
brokers or dealers may be deemed to be underwriting discounts and commissions
under the Securities Act.
The Common Stock is traded on the Nasdaq National Market System ("Nasdaq
National Market") under the symbol "TFCO." On January 12, 1998, the closing
price of the Common Stock as reported on the Nasdaq National Market was $10.75
per share.
SEE "RISK FACTORS" ON PAGE 3 FOR A DISCUSSION OF MATERIAL RISKS RELEVANT TO
AN INVESTMENT IN THE COMMON STOCK.
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES AND
EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION NOR HAS THE SECURITIES
AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION PASSED UPON THE
ACCURACY OR ADEQUACY OF THIS PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS A
CRIMINAL OFFENSE.
The date of this Prospectus is January 26, 1998
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AVAILABLE INFORMATION
The Company has filed with the Securities and Exchange Commission (the
"Commission") a Registration Statement on Form S-8 under the Securities Act and
the rules and regulations promulgated thereunder with respect to the securities
offered pursuant to this Prospectus. This Prospectus, which is part of the
Registration Statement, does not contain all of the information set forth in the
Registration Statement and the exhibits and schedules thereto. For further
information with respect to the Company and the securities offered hereby,
reference is made to the Registration Statement and such exhibits and schedules.
Statements contained in this Prospectus or in any document incorporated by
reference herein as to the contents of any contract or other document referred
to herein or therein are not necessarily complete, and each such statement is
qualified in its entirety by reference to the full text of such contract or
document.
The Company is subject to the informational requirements of the Securities
Exchange Act of 1934, as amended (the "Exchange Act"), and in accordance
therewith, files reports, proxy and information statements and other information
with the Commission. Such reports, proxy and information statements and other
information and the Registration Statement of which this Prospectus is a part
and exhibits and schedules thereto filed by the Company with the Commission can
be inspected and copied at the Public Reference Section of the Commission at
Room 1024, Judiciary Plaza, 450 Fifth Street, N.W., Washington, D.C. 20549, and
at the regional offices of the Commission located at Seven World Trade Center,
13th Floor, New York, New York 10048 and at Citicorp Center, 500 West Madison
Street, Suite 1400, Chicago, Illinois 60661-2511. Copies of such material can be
obtained by mail from the Public Reference Section of the Commission at
Judiciary Plaza, 450 Fifth Street, N.W., Washington, D.C. 20549 at prescribed
rates. The Commission also maintains a Web site at (http://www.sec.gov) that
contains reports, proxy and information statements and other information
regarding registrants that file electronically with the Commission. In addition,
certain material filed by the Company can be inspected at the NASD Public
Reference Room of Nasdaq at 1735 K Street, N.W., Washington, D.C. 20006-1506.
INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
The following documents filed by the Company with the Commission (File No.
0-21018) are incorporated by reference herein and shall be deemed to be a part
hereof:
(a) Annual Report on Form 10-K for the fiscal year ended September 30,
1997;
(b) Current Report on Form 8-K dated November 13, 1997 and filed with the
Commission on November 26, 1997; and
(c) The description of the Common Stock contained in the Company's
Registration Statement on Form 8-A filed with the Commission on
December 16, 1992.
All documents subsequently filed by the Company pursuant to Sections 13(a),
13(c), 14 and 15(d) of the Exchange Act after the date of this Prospectus and
prior to the termination of this Offering shall be deemed to be incorporated by
reference in this Prospectus and to be a part hereof from the date of the filing
of such documents. Any statement contained in a document incorporated by
reference shall be deemed to be modified or superseded for purposes of this
Prospectus to the extent that a statement contained herein or in any other
subsequently filed incorporated document modifies or supersedes such statement.
Any such statement so modified or superseded shall not be deemed, except as so
modified or superseded, to constitute a part of this Prospectus.
UPON WRITTEN OR ORAL REQUEST OF ANY PERSON TO WHOM A PROSPECTUS IS
DELIVERED, INCLUDING ANY BENEFICIAL OWNER, THE COMPANY WILL PROVIDE, WITHOUT
CHARGE, A COPY OF THE DOCUMENTS WHICH HAVE BEEN INCORPORATED BY REFERENCE IN
THIS PROSPECTUS (OTHER THAN EXHIBITS THERETO UNLESS SUCH EXHIBITS ARE
SPECIFICALLY INCORPORATED BY REFERENCE IN ANY SUCH DOCUMENT THAT THIS PROSPECTUS
INCORPORATES). REQUESTS FOR SUCH DOCUMENTS SHOULD BE DIRECTED TO GREGORY L.
WILEMON, CHIEF FINANCIAL OFFICER, CHIEF OPERATING OFFICER, SECRETARY AND
TREASURER, TUFCO TECHNOLOGIES, INC., 4800 SIMONTON ROAD, DALLAS, TEXAS 75244,
TELEPHONE NUMBER (972) 789-1079, FAX NUMBER (972) 789-1586.
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RISK FACTORS
An investment in the Common Stock involves various risks. Prospective
investors should carefully consider the following information in conjunction
with the other information contained or incorporated by reference in this
Prospectus before making a decision to purchase any Reoffer Shares. This
Prospectus, including incorporated documents, contains forward-looking
statements within the meaning of Section 27A of the Securities Act and Section
21E of the Exchange Act. The Company's actual results could differ materially
from those set forth in the forward-looking statements. Certain factors, among
others, which may cause such a difference are set forth below.
CONTROLLING STOCKHOLDERS
As of January 12, 1998, Robert J. Simon, the Chairman of the Board of
Directors of the Company, beneficially owned approximately 59.51% of the issued
and outstanding Common Stock (assumes conversion of the non-voting Common Stock
held by an affiliate of Mr. Simon), and the directors and executive officers of
the Company as a group, including Mr. Simon, beneficially owned approximately
70.14% of the issued and outstanding Common Stock (assumes conversion of the
non-voting Common Stock held by an affiliate of Mr. Simon). Consequently, these
stockholders exercise a controlling influence over the business and affairs of
the Company, including, but not limited to, having sufficient voting power to
control the election of the entire Board of Directors of the Company, to amend
the Company's Restated Certificate of Incorporation, to determine, in general,
the outcome of any corporate transaction or other matter submitted to the
stockholders for approval, including a merger, consolidation or sale of all or
substantially all of the Company's assets, and to otherwise prevent or cause a
change in control of the Company.
CERTAIN RESTRICTIONS IMPOSED BY LENDERS
Certain loan agreements relating to outstanding indebtedness of the Company
contain numerous restrictive covenants, including, among other things,
requirements to maintain specific levels of cash flow and limitations on capital
expenditures, stock purchases, mergers and the payment of dividends. The
Company's failure to comply with its obligations under these loan agreements, or
under similar agreements relating to indebtedness incurred in the future, could
result in an event of default under such agreements (unless waived by the
lender), which could permit acceleration of the related indebtedness under other
financing arrangements that contain cross-acceleration or cross-default
provisions. Additionally, as a result of these restrictive covenants, the
Company may be prevented from engaging in transactions that might otherwise be
considered beneficial to the Company and its stockholders.
LACK OF DIVIDENDS
The Company has never paid dividends on its Common Stock. Additionally, as
discussed in " -- Certain Restrictions Imposed by Lenders" above, certain loan
agreements relating to outstanding indebtedness of the Company contain
restrictive covenants on the payment of dividends. The Company does not intend
to pay any cash dividends in the foreseeable future.
NO ASSURANCE OF SUCCESSFUL EXPANSION BY ACQUISITION; RISKS GENERALLY ASSOCIATED
WITH ACQUISITIONS
An element of the Company's growth strategy is to expand through selected
strategic acquisitions of complementary product lines or businesses, as well as
through internal growth. There can be no assurance, however, that suitable
candidates will be identified, that acquisitions can be consummated on
acceptable terms, that appropriate financing can be arranged on terms favorable
to the Company or that any acquired company can be integrated successfully into
the Company's operations. Acquisitions also include a number of special risks,
including the diversion of management's attention to the assimilation of the
operations and the assimilation and retention of the personnel of the acquired
company and potential adverse short-term effects on the Company's operating
results.
Further, the Company may be competing for acquisition opportunities with
entities that have substantially greater financial resources than the Company
and a broader geographic knowledge base. These entities
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also may generally be able to accept more risk than the Company can prudently
manage. Thus, competition may generally reduce the number of suitable
acquisition opportunities available to the Company. The inability of the Company
to successfully finance, complete and integrate strategic acquisitions in a
timely manner could have an adverse impact on the Company's ability to effect a
portion of its growth strategy and could limit the Company's future revenues and
earnings growth potential.
RAW MATERIALS
The Company's primary raw material is base paper. The supply and price of
base paper are dependent upon a variety of factors that are not in the Company's
control, including environmental and conservation regulations, natural
disasters, such as forest fires and hurricanes, and weather. Although the
Company believes it has maintained excellent relationships with its primary
suppliers and has not experienced difficulties obtaining raw materials in the
past, there can be no assurance that the Company will be able to continue to do
so in the future. Further, although the Company has been historically successful
in passing most of the price increases of raw materials on to its customers,
there can be no assurance that it will be able to do so in the future.
COMPETITION AND UNCERTAINTY OF CONTINUING MARKET
The Company competes with other companies in business imaging paper
products, custom converting, specialty printing and paint sundry products
businesses. Many of these companies have greater resources than the Company.
There can be no assurance that the Company will be able to continue to compete
successfully in its markets. Moreover, the Company's customers, many of which
have greater resources than the Company, may elect to develop their own in-house
capabilities for the products and services presently provided to them by the
Company. Additionally, the Company's ability to participate in future growth of
its markets will be dependent upon its ability to maintain a competitive
technological position. While the Company believes that it has developed unique
production methods through the use of technical know-how, especially in the
custom converting and specialty printing areas, there can be no assurance that
others will not develop similar or better methods. If this occurs and the
Company is not able to respond successfully to such competition, the Company may
lose key customers, which would materially adversely affect the Company's
business, financial condition and results of operations.
RELIANCE UPON PROPRIETARY KNOWLEDGE
The Company relies extensively on its experience and proprietary technical
know-how. There can be no assurance that the Company will be able to protect
such information and, to the extent that such information may be disclosed, the
Company's business, financial condition and results of operations could be
adversely affected.
AUTHORIZATION OF PREFERRED STOCK AND POSSIBLE ANTI-TAKEOVER EFFECT
The Company's Restated Certificate of Incorporation authorizes the issuance
of "blank check" preferred stock with such designations, rights and preferences
as may be determined from time to time by the Board of Directors of the Company.
Accordingly, the Company's Board of Directors is empowered, without stockholder
approval, to issue preferred stock with dividend, liquidation, conversion,
voting or other rights which could adversely affect the voting power or other
rights of the holders of the Company's Common Stock. Holders of Common Stock
have no preemptive rights to subscribe for a pro rata portion of any capital
stock that may be issued by the Company. In the event of issuance, the preferred
stock could be utilized, under certain circumstances, as a method of
discouraging, delaying or preventing a change in control of the Company that the
holders of Common Stock might desire or that might otherwise result in the
holders of Common Stock receiving a premium for their shares. Although the
Company has no present intention to issue any preferred stock, there can be no
assurance that the Company will not do so in the future.
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DEPENDENCE ON KEY PERSONNEL
The Company is dependent on the retention of, and continued performance by,
its senior management, particularly Mr. Louis LeCalsey, III, its President and
Chief Executive Officer and a member of the Company's Board of Directors, and
Mr. Gregory L. Wilemon, its Chief Financial Officer, Chief Operating Officer,
Secretary and Treasurer. The Company believes that the loss of the services of
either of these officers could have a material adverse effect on the Company.
The Company has employment agreements with each of Messrs. LeCalsey and Wilemon,
which expire on September 30, 1999.
NO LIMITATION ON AMOUNT OF DEBT THAT MAY BE INCURRED AND POSSIBLE INABILITY TO
REPAY DEBT
No Limitation on Debt and Increased Indebtedness. The Company's
organizational documents do not contain any limitation on the amount or
percentage of indebtedness that the Company can incur. Assuming there are no
contractual limitations on the incurrence of debt, the Company could become more
highly leveraged, resulting in an increase in debt service that would result in
an increased risk of default on its obligations. An increase of the Company's
debt may adversely affect the Company's ability to access debt as well as equity
capital markets in the future due to the resulting decreased ability to service
debt.
Debt Financing. The Company is subject to the risks normally associated
with debt financing, including the risk that the Company will be unable to meet
required payments of principal and interest, the risk that existing indebtedness
(which may not be fully amortized at maturity) might not be able to be
refinanced or that the terms of such refinancing may not be as favorable as the
terms of existing indebtedness.
Certain of the Company's debt now provides, and may in the future provide,
for variable interest rates. To the extent that the Company has variable
interest rate debt, the Company is exposed to the risk of interest rate
fluctuations and, consequently, an increase in interest expense. An increase in
interest expense could have a material adverse impact on the Company's
operations and profitability, as well as adversely affect the value of the
Common Stock.
CHANGES IN POLICIES
The major policies of the Company, including its policies with respect to
acquisitions, financing, growth, operations, development, debt capitalization
and distributions, are determined by its Board of Directors. Although the
Company's Board of Directors has no present intention to do so, these policies
may be amended or revised at any time and from time to time at the discretion of
the Board of Directors without a vote of the stockholders of the Company.
Accordingly, shareholders will have no control over changes in these and similar
policies of the Company, and changes in the Company's policies may not fully
serve the interest of all stockholders. Additionally, a change in these policies
could adversely affect the Company's financial condition and results of
operations and the market price of the Common Stock.
EFFECT OF ENVIRONMENTAL REGULATIONS
The Company's operations are subject to federal, state and local
environmental laws and regulations that impose limitations on the discharge of
pollutants into the air and water and establish standards for the treatment,
storage and disposal of hazardous and non-hazardous wastes. The Company cannot
predict with certainty its total future expenditures for environmental
compliance because of continuously changing technology and compliance standards
and interpretations thereof by governmental authorities and courts. If the
Company fails to comply with environmental laws and regulations, it could be
subject to liability ranging from monetary damages to injunctive action, which
could materially adversely affect the Company's business. Future changes to
environmental laws could have a material adverse effect on the Company's
business, financial condition and results of operations. The Company does not
currently have any environmental impairment insurance coverage and does not
anticipate obtaining such coverage in the future.
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SHARES AVAILABLE FOR FUTURE SALE
No prediction can be made as to the effect, if any, that future sales of
Common Stock, or the availability of shares of Common Stock for future sale,
will have on the market price of the Common Stock prevailing from time to time.
Sales of substantial amounts of Common Stock (including shares issued upon the
exercise of stock options), or the perception that such sales could occur, could
adversely affect prevailing market prices for the Common Stock.
YEAR 2000 SYSTEMS ISSUES
Many existing computer programs use only two digits to identify a year in
the date field, and if not corrected, many computer applications could fail or
create erroneous results by or at the year 2000. Left uncorrected, year 2000
systems issues could have a material negative impact on the Company's operations
and its profitability.
In response to ongoing business needs, the Company has begun implementing a
new Enterprise Resource Planning System, and the year 2000 issue was one of the
design pre-requisites for this new system. As of September 30, 1997, the Company
has spent $1.2 million for hardware, software and consulting services related to
the project, and management estimates it will spend an additional $0.4 million
for the actual conversion to the new system which is scheduled to begin in
fiscal 1998 and to be completed in fiscal 1999. While the Company has taken
every precaution to ensure that the new information system will operate properly
in the year 2000, management has relied on assurances and warranties by its
hardware and software vendors. As such, the Company cannot rule out the
possibility of year 2000 issues. The Company will continue to test its new
systems for year 2000 compliance throughout the implementation process.
THE COMPANY
GENERAL
The Company manufactures and distributes business imaging paper products
and tissues, towels and wipes for public use facilities, provides diversified
custom converting and specialty printing services, and distributes paint sundry
products used in home improvement projects. Since 1992 and until its
restructuring on February 7, 1997, the Company operated as three wholly-owned
subsidiaries, Tufco Industries, Inc., Executive Converting Corporation ("ECC")
and Hamco Industries, Inc. ("Hamco"). On January 28, 1994, the Company completed
an initial public offering in which the Company issued and sold 900,000 shares
of its Common Stock, and certain stockholders of the Company sold 50,000 shares
of Common Stock. Contemporaneously with the closing of the Company's public
offering, the Company acquired, through ECC, substantially all of the assets of
Executive Roll Manufacturing, Inc., d/b/a Executive Converting Corporation, for
$7.5 million and 127,778 shares of Common Stock. On August 23, 1995, the Company
acquired, through Hamco, substantially all of the assets of Hamco, Inc. for
approximately $12.9 million in cash. On February 7, 1997, the Company
reorganized its corporate structure to better serve its business needs. Through
this restructuring, the net assets of Tufco Industries, Inc., ECC and Hamco were
transferred to Tufco, L.P., a Nevada limited partnership, in which Tufco Tech,
Inc., which is wholly owned by the Company, is the sole managing general
partner.
The Company manufactures a wide range of printed and unprinted business
imaging paper products for a variety of business needs and offers a wide array
of custom converting services for industrial uses including thermal laminating,
precision slitting and rewinding, folding, precision sheeting and packaging for
delivery to the end user. Its specialty printing services provide wide web,
multi-color flexographic and letterpress printing and adhesive laminations to
industrial users and resale distributors. The Company also manufactures a
complete line of tissues, towels and wipes which are sold through its
Away-From-Home sector, and the Company's Paint Sundries sector manufactures and
distributes products used by professional painters and do-it-yourself home
owners.
The Company was incorporated in the State of Delaware in 1992 to acquire
Tufco Industries, Inc. Although the Company was organized in 1992, the business
conducted by Tufco Industries, Inc. has been in
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continuous operation since 1974. In November 1997, the Company purchased all of
the outstanding stock of Foremost Manufacturing, Inc., a St. Louis-based
manufacturer and distributor of paint sundries. The Company has become a leading
manufacturer of value-added custom paper products and specialty printing
services, and it has the most complete line of paint sundry products in the
industry. The Company's principal executive offices are located at 4800 Simonton
Road, Dallas, Texas 75244, and its telephone number is (972) 789-1079.
PRODUCTS AND SERVICES
The Company markets its products and services through four market sectors:
Business Imaging paper products, Custom Converting services, Away-From-Home
products, and Paint Sundry products. The Company conducts operations from five
manufacturing and distribution locations in Green Bay, Wisconsin; Manning, South
Carolina; Dallas, Texas; Newton, North Carolina and St. Louis, Missouri.
Business Imaging Market Sector. The Company produces and distributes a wide
variety of printed and unprinted paper products used in business imaging
equipment in market sectors including architectural and engineering design, high
speed data processing, point of sale, automatic teller machines and a variety of
office equipment. The Company's products include roll products ranging in length
from 150 feet to 3500 feet and in widths from 1 inch to 54 inches. Additionally,
the Company produces precision-sheeted products ranging in size from 11 by 17
inches to 65 by 65 inches. The Company's products are available in a wide range
of paper grades including a variety of weights of bond paper, thermal imaging
papers, fine vellums and films and multi-part forms.
Custom Converting Market Sector. The Company has custom converting
capability at three locations: Green Bay, Wisconsin; Dallas, Texas; and Newton,
North Carolina.
The Company's converting capabilities at its Green Bay facilities include
thermal and adhesive laminating, slitting, rewinding, cutting, and folding.
These facilities custom convert a wide array of materials, including
polyethylene films, non-woven materials, paper, and tissue and toweling for the
industrial converting market. Products include operating room towels, reinforced
towels (towels with a polyethylene or polypropylene mesh to provide strength and
durability), industrial wipes, medical drapes, feminine hygiene components,
specialty roll and large roll tissue and toweling products, polyethylene and
paper dropcloths, car wash and golf towels, and window insulation products. The
Company's winders can convert rolls of material up to 132 inches wide and slit
widths as narrow as 3 inches. The Company has also invested in equipment to
perform thermal lamination to bond various material substrates up to 120 inches
wide, such as multi-ply dropcloths, reinforced material and breathable moisture
barrier wraps. Machinery and equipment at the Green Bay facility have the
capability, developed by the Company's in-house engineers and technical
personnel, to combine or modify various substrates through the use of precise
temperature and pressure control.
The Company's Green Bay facility offers value-added specialty printing and
related graphic arts services, including pre-press work, sheeting, calendering,
printing, finishing, and thermal and adhesive laminating. The Company provides
multi-color printing that uses computerized control to maintain a high level of
print quality. The Company focuses on specialty printing projects such as paper
tablecovers, food and gift-wraps, feminine hygiene components, printed release
liners, and novelty and holiday bathroom tissue.
Green Bay's pre-press staff prepares projects for printing to customer
specifications. The Company uses the customer's preliminary artwork and arranges
or performs all preparatory processes for camera ready art, plate making,
layout, plate mounting, and other related services.
The Green Bay presses use flexographic and letterpress processes and can
print on a wide range of media from lightweight tissue or non-wovens to
heavyweight paperboard. The Company utilizes five wide-web presses of various
sizes, three of which are capable of six-color printing. The Company uses
water-based and oil-based inks. The presses can accommodate widths up to 82
inches for one-sided printing and are capable of simultaneous two-sided printing
for widths up to 51 inches. The Company also uses a web press system that
includes in-line operations to produce thermal and adhesive composite lamination
or to apply specialty coatings. The presses have a variety of print cylinders
that provide the Company with the flexibility to meet
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customer needs, utilizing lower cost rubber printing plates that allow the
Company to maintain quality and achieve a competitive pricing advantage for low
volume jobs relative to printers using engraved printing cylinders.
The Company's Dallas facility has converting capabilities that include
precision slitting, rewinding, sheeting, specialty packaging, folding,
perforating, and trimming. These capabilities are directed toward converting
fine paper materials including specialty and fine printing papers and
paperboards, thermal papers, polyester films, and coated products.
The Dallas facility's custom converting services include final packaging of
products, including items on which the Company has performed other converting or
specialty printing services. Packaging capabilities include high quality bulk
skid wrapping, vacuum-sealed carton packed sheets, poly-paper and poly-film
wrapping, and shrink-film packaging. The flexibility of the equipment at the
Dallas facility and the packaging alternatives that the Company can provide its
customers produce finished products that meet and exceed a varied range of
customer specifications and requirements. The Company's Dallas custom converting
services have grown due to the addition of a state-of-the-art Jagenberg sheeter
with specialty paper and paperboard sheeting capabilities and the investment in
a custom designed rewinder for thermal papers and films.
The Company's Newton facility has converting capabilities which include
precision slitting and rewinding of paper rolls in a large variety of sizes
which include variables in width, diameter, core size, single or multi-ply, and
occasionally color. All of the rolls can be printed on one side or both,
providing the customer with advertising, promotional or security features.
The Company's Newton facility also produces a full range of papers for use
in bank proof or teller machines, including fan-fold forms, cards and printed
rolls of various sizes and types. Additionally, the Company produces an
extensive selection of standard and customized guest checks for use in the
restaurant industry, and the Company's Newton facility owns equipment which
enables the Company to produce a wide variety of multi-part business forms.
Away-From-Home Market Sector. The Company's Away-From-Home market sector
manufactures and distributes a complete line of tissues, towels and wipes used
in washrooms and workstations in public facilities such as hotels, offices,
restaurants, stadiums, manufacturing plants and home improvement centers. The
Company does not intend to compete against the large national integrated paper
companies. Instead, the Company's strategy is to provide regional distributors
with a high quality, reasonably priced line of products which can be sold to
small local or regional customers who are currently serviced by regional
converters. Because of its investment in winding and folding assets, the Company
believes it is the only converter which can offer a complete array of
away-from-home products to these customers, and by taking advantage of its
greater national distribution capabilities, the Company can offer improved
levels of service and responsiveness.
Paint Sundry Market Sector. The Company's Manning and St. Louis facilities
manufacture and distribute home improvement products that are sold to paint and
hardware distributors, home centers, and retail paint stores. To provide its
customers with the industry's most complete line of paint sundry products, the
Company supplements the products it manufactures by distributing products
manufactured for the Company by others. Consumer disposable products include
polyethylene, paper and canvas dropcloths, latex and vinyl gloves, paint
strainers, and other allied items. These products are often used by homeowners
performing do-it-yourself home improvement projects, contractors and painting
professionals. The Company also sells a line of masking paper products for the
automotive aftermarket. The Company has increased sales of consumer disposables
by continually broadening and improving its product line, thereby allowing
customers to consolidate their orders with a single vendor. In addition, the
Company has attracted large buying groups through various volume incentives. To
further increase sales, the Company developed a proprietary point of sale
display, the "TUFPRO Paint Management System" that places in one location all of
the necessary supplies (other than paint and brushes) for a typical home
painting project.
8
<PAGE> 11
MANUFACTURING AND OPERATIONS
In producing and distributing its line of Business Imaging Products, the
Company works closely with various Original Equipment Manufacturers ("OEMs") to
develop products which meet or exceed the requirements of the imaging equipment.
The Company then produces and stocks a full line of paper products to meet the
needs of the users of the imaging equipment. With regard to its Custom
Converting operations, the Company either utilizes product specifications
provided by its customers or teams with its customers to develop specifications
which meet customer requirements. Generally, the product begins with a flexible
substrate, which is a base material such as a non-woven material, paper, or
polyethylene. The Company applies one or more of its custom converting or
specialty printing services that it has developed over a period of years through
its distinctive technical knowledge to add value to these materials.
The Company's growth has been supported by its substantial capital
investment in new facilities and machinery and equipment. During the past four
years, the Company spent over $8 million on capital expenditures at its four
locations and approximately $21 million to acquire the assets of ECC and Hamco.
The Company has added two Perini winders, a Jagenberg sheeter, an Elsner folder,
an Elsner rewinder and various printing equipment. Included in this total, the
Company has spent over $2 million to enhance the capabilities of its state of
the art thermal laminator. Through the Company's expenditures on new equipment,
it has increased both its manufacturing capacity and the range of its
capabilities. The Company believes it has sufficient capacity to meet its growth
expectations.
The Company's equipment can produce a wide range of sizes of production
output to meet unique customer specifications. The custom converting equipment
can accommodate web widths from 3 inches to 132 inches. Its folding equipment
can fold from 6 inches to 120 inches by 240 inches, in one-inch increments. The
Company's printing presses perform flexographic and letterpress processes and
print from one to six colors on webs as wide as 82 inches. Its fine printing
paper and paperboard converting equipment includes state-of-the-art rewinders,
sheeters, folders, perforators, and equipment that performs extensive packaging
functions.
SALES AND MARKETING
The Company markets its products and services nationally through its 31
full-time sales and service employees and 114 manufacturer's representatives and
distributors. The Company's sales and service personnel are compensated on a
base salary plus incentive bonus. The Company generally utilizes referrals and
its industry reputation and presence to attract customers, and advertises on a
limited basis in industry periodicals and shelter media and through cooperative
advertising arrangements with its consumer disposables and fine paper converting
services and products suppliers and customers.
Customers generally purchase the Company's goods and services under
project-specific purchase orders rather than long-term contracts; however,
long-term contracts are customary when the Company is required to purchase
special machinery or materials to complete an order. The Company's sales volume
by quarter is subject to a limited amount of seasonal fluctuation. Generally,
the Company's sales volume and operating income are at their lowest levels in
the first and second fiscal quarters and are generally higher in the third and
fourth fiscal quarters.
The customer base consists of approximately 1,000 companies, including
large integrated paper companies, dealers and distributors of business imaging
papers and away-from-home tissues and towels, and resellers of paint sundry
products. There were no customers accounting for more than 10% of consolidated
sales in fiscal 1997. Sales are generally made on a credit basis within limits
set by the Company's executive management. The Company generally requires
payment to be made within 30 days following shipment of goods.
COMPETITION
The Company believes the primary areas of competition for its goods and
services are price, quality, production capacity and capability, capacity for
prompt and consistent delivery, service, and continuing relationships. The
Company believes that its key competitive advantages are product quality, quick
response,
9
<PAGE> 12
rapid equipment set-up and turnaround time, long-standing customer
relationships, broad customer base, highly engineered machinery and processes,
production diversity and capacity, continuity of management, and experienced
personnel. Management believes that there is no single competitor that offers
the breadth and variety of products and services offered by the Company. In
addition, customers benefit from the Company's ability to perform its multiple
services and distribute from its national asset base, which reduces freight
costs and increases product and service reliability through use of single source
supplier on a national basis.
Competitors for the Company's products and services vary based upon the
products and services offered. In Business Imaging Products, the Company
competes with small regional suppliers and a few large national firms. Based on
management's assessment of the market, no single firm offers the breadth of
products offered by the Company on a national basis. In the Company's industrial
custom converting services, the Company believes that relatively few competitors
offer a wider range of services or can provide them from a single source. With
respect to the Company's specialty printing services and fine paper converting
products, the competition consists primarily of numerous small regional
companies. Management believes that the Company's capabilities in custom
converting and specialty printing give it the flexibility, diversity, and
capacity to compete effectively on a national basis with large companies and
locally with smaller regional companies. The Company does not believe foreign
competition is significant at this time in the custom converting and specialty
printing lines. There is strong domestic competition and a modest amount of
foreign competition in the manufacturing of Away-From-Home and paint sundry
products.
Although the Company does not engage in a significant amount of direct
competition with large integrated paper companies that are its customers,
management believes that there are inherent business risks in the expansion of
sales to these customers, given their significant in-house production
capabilities. The Company typically serves as a product development accelerator
to these customers because as sales of specific converting services to these
customers have grown, the customer may discontinue purchases from the Company
and move production in-house due to the economies of scale having been attained.
The Company believes that it is able to evaluate and anticipate adequately the
timing of such changes. Moreover, the Company's strategy has been to emphasize
the development of its product market sectors (Business Imaging, Away-From-Home
and Paint Sundry) and to establish longer term contractual relationships in its
Custom Converting sector in order to reduce the future exposure to sudden
revenue loss due to the development of customers' in-house production capacity.
PRODUCT DEVELOPMENT AND QUALITY CONTROL
The Company works with its customers to develop new products and
applications. The Company believes that a key factor in its success has been its
willingness and distinctive technical competency to help customers experiment
with various flexible substrates to develop materials with different attributes
such as strength, flexibility, absorbency, breathability, moisture-resistance,
and appearance. As a result, the Company's capabilities enable it to develop
certain laminated substrates at lower costs than if the customers developed
these products themselves. For example, a customer may request certain physical
tests during trial runs that are performed by the Company's quality control
personnel, often with the customer on site. Customers are charged for machine
time use, materials, and operator time in the new product development process.
After completing the development process, the Company prices a new product or
service and designs an ongoing program that provides information to the customer
such as quality checks, inventory reports, materials data, and production
reports.
The Company maintains a quality control laboratory that constantly monitors
its production using statistical process controls ("SPC") to observe and measure
quality effectiveness of its production processes, such as temperature, speed,
tension, and pressure. The Company's rigid standards and use of SPC have allowed
it to qualify for the GMP (Good Manufacturing Practices) designation from
several customers, a quality control standard that these companies require
before they will use a company for outsourcing. In addition, several of the
Company's customers perform periodic audits at the Company's Green Bay facility
to ensure that adequate quality control practices are in place at all times. The
Company's Dallas quality control laboratory is part of a collaborative of 33
laboratories sponsored by a large OEM that utilizes the Dallas facility for its
production. The collaborative is utilized by that company to help set quality
standards and
10
<PAGE> 13
ensure that its suppliers, like the Dallas facility, have in places the process
reviews and controls necessary to ensure that quality products are being
manufactured consistently.
RAW MATERIALS AND SUPPLIERS
The Company is not dependent on any particular supplier or group of
affiliated suppliers for raw materials or for equipment needs. The Company feels
it has excellent relationships with its primary suppliers, and the Company has
not experienced difficulties in obtaining raw materials in the past. The
Company's raw materials fall into four general groups: various paper stocks,
inks for specialty printing, non-woven materials, and polyethylene films. There
are numerous suppliers of all of these materials. To ensure quality control and
consistency of its raw material supply, the Company's Dallas and Newton
facilities receive fine paper stock primarily from two major paper companies
instead of a greater number of companies.
The Company's primary raw material, base paper, is subject to periodic
price fluctuations. In the past, the Company has been successful in passing most
of the price increases on to its customers, but management cannot guarantee that
the Company will be able to do this in the future.
ENVIRONMENTAL MATTERS
The Company is subject to federal, state, and local environmental laws and
regulations concerning emissions into the air, discharges into waterways, and
the generation, handling, and disposal of waste materials. These laws and
regulations are constantly evolving, and it is impossible to predict accurately
the effect they may have upon the capital expenditures, earnings, and
competitive position of the Company in the future. The Company believes that it
complies with these laws and regulations in all material respects. The Company
does not maintain environmental impairment insurance.
The Company's past expenditures relating to environmental compliance have
not had a material effect on the Company, nor does the Company expect that such
expenditures relating to the Company's recently completed addition to its
manufacturing facility will be material. Further growth in the Company's
production capacity with a resultant increase in discharges and emissions may
require capital expenditures for environmental control facilities in the future.
The Company does not expect such expenditures to be material. No assurance can
be given that future changes to environmental laws or their application will not
have a material adverse effect on the Company's business or results of
operations.
EMPLOYEES
At January 12, 1998, the Company had approximately 466 employees, of whom
150 were employed at its Green Bay facility, 85 at its Manning facility, 78 at
its Dallas facility, 53 at its St. Louis facility and 100 at its Newton
facility. The Company has a non-union workforce and believes that its
relationship with its employees is good.
SELLING STOCKHOLDERS
The Reoffer Shares are shares of Common Stock that have been or may be
acquired by the Selling Stockholders pursuant to either the Plan or the Outside
Director Plan. Each Selling Stockholder will receive all of the net proceeds
from the sale of his or her respective Reoffer Shares. There is no assurance
that any of the Selling Stockholders will sell any or all of the Reoffer Shares.
The following table sets forth (i) the name of each Selling Stockholder,
(ii) the nature of his or her position, office, or other material relationship
with the Company within the past three years, (iii) the number of shares of
Common Stock beneficially owned by each Selling Stockholder as of January 12,
1998, (iv) the number of shares of Common Stock offered by each Selling
Stockholder hereunder, and (v) the number of
11
<PAGE> 14
shares and (if one percent or more) the percentage of Common Stock to be
beneficially owned by each Selling Stockholder after this Offering.
<TABLE>
<CAPTION>
SHARES OWNED AFTER
OFFERING
RELATIONSHIP WITH NUMBER OF SHARES NUMBER OF SHARES -------------------------
NAME THE COMPANY OWNED OFFERED HEREBY NUMBER PERCENTAGE(1)
---- ----------------- ---------------- ---------------- --------- -------------
<S> <C> <C> <C> <C> <C>
Robert J. Simon........... Chairman of the Board 2,640,543(2)(3) 8,000 2,632,543 57.51%
Louis LeCalsey, III....... Director, President and 76,044(4) 37,190 38,854 *
Chief Executive Officer
Samuel J. Bero............ Director(5) 204,000(6) 4,000 200,000 4.37%
Robert E. Coghan.......... Director 11,842(3) 8,000 3,842 *
C. Hamilton Davison, Director 11,842(3) 8,000 3,842 *
Jr. ....................
Patrick J. Garland........ Director 211,841(7) 6,000 205,841 4.50%
Edward A. Leinss.......... Director 17,605(3) 8,000 9,605 *
William J. Malooly........ Director 11,000(3) 8,000 3,000 *
Gregory L. Wilemon........ CFO, COO, Secretary and 19,042(8) 13,881 5,161 *
Treasurer
John V. Bonander.......... Vice President-Corporate 27,202 27,202 0 *
Development
James Hounsell............ Former Employee 4,261 4,261 0 *
</TABLE>
- ---------------
* Ownership is less than 1% of the outstanding shares of Common Stock.
(1) The percentage ownership of each Selling Stockholder is based upon (i)
3,713,757 issued and outstanding shares of Common Stock, (ii) the assumed
conversion of 709,870 shares of non-voting common stock of the Company, par
value $0.01 per share, which is convertible into Common Stock at any time on
a one-for-one basis, and (iii) the assumed exercise of 153,534 shares of
Common Stock that may be acquired upon the exercise of vested options.
(2) Includes (i) 1,909,870 shares of Common Stock owned of record by Bradford
Venture Partners, L.P. ("BVP"), as to which Mr. Simon is deemed to have
beneficial ownership due to his having voting and dispositive power over
such shares and (ii) 709,870 shares of Common Stock into which Mr. Simon's
709,870 shares of non-voting common stock is convertible. Bradford
Associates, a general partnership of which Mr. Simon is a partner, is the
sole general partner of BVP and, as such, holds a 1% interest in BVP.
(3) Includes 8,000 shares of Common Stock that may be purchased upon exercise of
vested options.
(4) Includes 37,190 shares of Common Stock that may be purchased upon exercise
of vested options.
(5) Mr. Bero was the Company's President and Chief Executive Officer from
November 1993 until he retired in July 1995.
(6) Includes 4,000 shares of Common Stock that may be purchased upon exercise of
vested options.
(7) Includes 6,000 shares of Common Stock that may be purchased upon exercise of
vested options.
(8) Includes 13,881 shares of Common Stock that may be purchased upon exercise
of vested options.
USE OF PROCEEDS
The Common Stock offered hereby is being registered for the account of the
Selling Stockholders and, accordingly, the Company will not receive any of the
proceeds from the sale of the Reoffer Shares by the Selling Stockholders.
12
<PAGE> 15
PLAN OF DISTRIBUTION
The Reoffer Shares may be sold from time to time to purchasers directly by
any of the Selling Stockholders, or by their pledgees, donees, transferees or
other successors in interest thereto. Alternatively, the Selling Stockholders or
their pledgees, donees, transferees or other successors in interest thereto may
sell the Reoffer Shares in one or more transactions (which may involve one or
more block transactions) on Nasdaq, in sales occurring in the public market
through Nasdaq, in separately negotiated transactions, or in a combination of
such transactions. Each sale may be made either at market prices prevailing at
the time of such sale or at negotiated prices. Some or all of the Reoffer Shares
may be sold through brokers acting on behalf of the Selling Stockholders or to
dealers for resale by such dealers, and in connection with such sales, such
brokers or dealers may receive compensation in the form of discounts or
commissions from the Selling Stockholders or the purchasers of such shares for
whom they may act as broker or agent (which discounts or commissions are not
anticipated to exceed those customary in the types of transactions involved).
However, any securities covered by this Prospectus which qualify for sale
pursuant to Rule 144 under the Securities Act may be sold under Rule 144 rather
than pursuant to this Prospectus. All expenses of registration incurred in
connection with this Offering are being borne by the Company, but all brokerage
commissions, discounts and other expenses incurred by individual Selling
Stockholders will be borne by each such Selling Stockholder. The Company will
not receive any of the proceeds from sales of the Reoffer Shares.
The Selling Stockholders and any dealer participating in the distribution
of any of the Reoffer Shares or any broker executing selling orders on behalf of
the Selling Stockholders may be deemed to be "underwriters" within the meaning
of the Securities Act, in which event any profit from the sale of any or all of
the Reoffer Shares by them and any discounts or commissions received by any such
brokers or dealers may be deemed to be underwriting discounts and commissions
under the Securities Act.
Any broker or dealer participating in any distribution of Reoffer Shares in
connection with this Offering may be deemed to be an "underwriter" within the
meaning of the Securities Act and, if so deemed, will be required to deliver a
copy of this Prospectus, including a Prospectus Supplement, if required, to any
person who purchases any of the Reoffer Shares from or through such broker or
dealer.
In order to comply with the securities laws of certain states, if
applicable, the Reoffer Shares will be sold only through registered or licensed
brokers or dealers, In addition, in certain states, the Reoffer Shares may not
be sold unless they have been registered or qualified for sale in such state or
an exemption from such registration or qualification requirement is available
and is complied with.
LEGAL MATTERS
The legality of the Common Stock offered hereby will be passed upon for the
Company by Liddell, Sapp, Zivley, Hill & LaBoon, L.L.P., Dallas, Texas.
EXPERTS
The consolidated financial statements of the Company for the fiscal years
ended September 30, 1997 and 1996 included in the Company's Annual Report on
Form 10-K for the fiscal year ended September 30, 1997 (the "1997 Form 10-K")
and incorporated by reference in its Prospectus have been audited by Deloitte &
Touche LLP, independent auditors, as stated in their report which is
incorporated herein by reference, and have been so incorporated in reliance upon
the report of such firm given upon their authority as experts in accounting and
auditing.
The consolidated financial statements of the Company for the fiscal year
ended September 30, 1995 included in the 1997 Form 10-K and incorporated by
reference in its Prospectus have been audited by Wipfli Ullrich Bertelson,
independent auditors, as stated in their report which is incorporated herein by
reference, and have been so incorporated in reliance upon the report of such
firm given upon their authority as experts in accounting and auditing.
13
<PAGE> 16
======================================================
NO DEALER, SALESPERSON OR OTHER PERSON HAS BEEN AUTHORIZED TO GIVE ANY
INFORMATION OR TO MAKE ANY REPRESENTATIONS OTHER THAN THOSE CONTAINED OR
INCORPORATED BY REFERENCE IN THIS PROSPECTUS, AND, IF GIVEN OR MADE, SUCH
INFORMATION OR REPRESENTATION MUST NOT BE RELIED UPON AS HAVING BEEN AUTHORIZED
BY THE COMPANY OR THE SELLING STOCKHOLDERS. THIS PROSPECTUS DOES NOT CONSTITUTE
AN OFFER TO SELL OR THE SOLICITATION OF AN OFFER TO BUY THE SECURITIES BY ANYONE
IN ANY JURISDICTION IN WHICH SUCH OFFER OR SOLICITATION IS NOT AUTHORIZED, OR IN
WHICH THE PERSON MAKING THE OFFER OR SOLICITATION IS NOT QUALIFIED TO DO SO, OR
TO ANY PERSON TO WHOM IT IS UNLAWFUL TO MAKE SUCH OFFER OR SOLICITATION. NEITHER
THE DELIVERY OF THIS PROSPECTUS NOR ANY SALE MADE HEREUNDER SHALL CREATE AN
IMPLICATION THAT THE INFORMATION CONTAINED OR INCORPORATED BY REFERENCE HEREIN
IS CORRECT AS OF ANY TIME SUBSEQUENT TO ITS DATE.
---------------------
TABLE OF CONTENTS
<TABLE>
<CAPTION>
PAGE
----
<S> <C>
Available Information................. 2
Incorporation of Certain Documents by
Reference........................... 2
Risk Factors.......................... 3
The Company........................... 6
Selling Stockholders.................. 11
Use of Proceeds....................... 12
Plan of Distribution.................. 13
Legal Matters......................... 13
Experts............................... 13
</TABLE>
======================================================
======================================================
132,534 SHARES
TUFCO TECHNOLOGIES, INC.
COMMON STOCK
(PAR VALUE $0.01 PER SHARE)
------------------------
PROSPECTUS
------------------------
January 26, 1998
======================================================
<PAGE> 17
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE.
The following documents of Tufco Technologies, Inc. (the "Company") (File
No. 0-21018) filed with the Securities and Exchange Commission (the
"Commission") are hereby incorporated in this Registration Statement by
reference:
(a) The Company's Annual Report on Form 10-K for the fiscal year ended
September 30, 1997;
(b) Current Report on Form 8-K dated November 13, 1997 and filed with the
Commission on November 26, 1997; and
(c) The description of the Company's Common Stock, par value $0.01 per
share, contained in the Company's Registration Statement on Form 8-A,
filed with the Commission on December 16, 1992 pursuant to Section
12(g) of the Securities Exchange Act of 1934, as amended (the "Exchange
Act").
All reports and other documents subsequently filed by the Company pursuant
to Sections 13(a) and (c), 14 and 15(d) of the Exchange Act prior to the filing
of a post-effective amendment to this Registration Statement which indicates
that all securities offered hereunder have been sold or which deregisters all
such 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 filing of such reports and documents.
Any statement contained herein or in a document incorporated or deemed to
be incorporated by reference herein shall be deemed to be modified or superseded
for purposes of this Registration Statement to the extent that a statement
contained herein or in any other subsequently filed document which also is or is
deemed to be incorporated by reference herein modifies or supersedes such
earlier statement. Any statement so modified or superseded shall not be deemed,
except as so modified or superseded, to constitute a part of this Registration
Statement.
ITEM 4. DESCRIPTION OF SECURITIES.
Not applicable.
ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL.
Not applicable.
ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
Section 145 ("Section 145") of the Delaware General Corporation Law, as
amended (the "DGCL"), permits indemnification of directors, officers, agents and
controlling persons of a corporation under certain conditions and subject to
certain limitations. Article Sixth of the Company's Restated Certificate of
Incorporation and Article VII of the Company's Bylaws provide for the
indemnification of directors, officers and other authorized representatives of
the Company to the maximum extent permitted by the DGCL. Section 145 empowers a
corporation to indemnify any person who was or is a party or is threatened to be
made a party to any threatened, pending or completed action, suit or proceeding
whether civil, criminal, administrative or investigative, by reason of the fact
that he is or was a director, officer or agent of the corporation or another
enterprise if serving at the request of the corporation. Depending on the
character of the proceeding, a corporation may indemnify against expenses
(including attorneys' fees), judgments, fines and amounts paid in settlement
actually and reasonably incurred in connection with such action, suit or
proceeding if the person indemnified acted in good faith and in a manner he
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 his conduct was unlawful. In the case of an action
by or in the right of the corporation, no indemnification may be made with
respect to any claim, issue or matter as to which such
II-1
<PAGE> 18
person shall have been adjudged to be liable to 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 that despite the adjudication of liability such
person is fairly and reasonably entitled to indemnity for such expenses which
the court shall deem proper. Section 145 further provides that to the extent a
director or officer of a corporation has been successful in the defense of any
action, suit or proceeding referred to above or in the defense of any claim,
issue or matter therein, he shall be indemnified against expenses (including
attorneys' fees) actually and reasonably incurred by him in connection
therewith.
The Company's Bylaws permit it to purchase insurance on behalf of any such
person against any liability asserted against him and incurred by him in any
such capacity, or arising out of his status as such, whether or not the Company
would have the power to indemnify him against such liability under the foregoing
provision of the Bylaws.
The Company has entered into certain indemnification agreements with each
of its directors (the "Indemnification Agreements"), which were ratified by the
Company's stockholders. Each Indemnification Agreement provides that the Company
indemnify the indemnitee to the fullest extent permitted under applicable law
against all expenses and liabilities incurred in connection with any threatened,
pending or completed legal action or proceeding resulting from the indemnitee's
status as a director, officer, agent or employee of the Company or its
subsidiaries. No amounts will be paid to the extent that such expenses are
covered by directors' and officers' liability insurance purchased by the
Company. Additionally, no amounts may be paid on account of conduct by the
indemnitee as to which it is established by a judgment or other final
adjudication adverse to the indemnitee (i) that the indemnitee acted in bad
faith and in a manner he did not reasonably believe to be in or not opposed to
the best interests of the Company and (ii) with respect to any criminal
proceedings, that the indemnitee had no reasonable cause to believe his conduct
was unlawful. Additionally, Robert J. Simon, a director of the Company who is
affiliated with Bradford Ventures Ltd. is indemnified for his actions as a
director of the Company by Bessemer Securities Corporation, which is the limited
partner of Bradford Venture Partners, L.P.
Insofar as indemnification for liabilities arising under the Securities Act
of 1933, as amended the "Securities Act"), may be permitted to directors,
officers or persons controlling the Company as disclosed above, the Company has
been informed that in the opinion of the Commission such indemnification is
against public policy as expressed in the Securities Act and is therefore
unenforceable.
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED.
With respect to the 132,534 restricted shares of Common Stock being
reoffered by Messrs. Simon, LeCalsey, Bero, Coghan, Davison, Garland, Leinss,
Malooly, Wilemon, Hounsell and Bonander pursuant to this Registration Statement,
the issuance of these shares by the Company to these individuals was effected in
reliance upon an exemption from registration under Section 4(2) of the
Securities Act as a transaction by an issuer not involving a public offering.
II-2
<PAGE> 19
ITEM 8. EXHIBITS.
<TABLE>
<C> <S>
4.1 -- Restated Certificate of Incorporation of the Company
(Incorporated by reference to Exhibit 3.1 to Amendment
No. 1 to the Company's Registration Statement on Form S-1
(File No. 33-55828), filed with the Commission on
November 23, 1993)
4.2 -- Bylaws of the Company (Incorporated by reference to
Exhibit 3.2 to the Company's Registration Statement on
Form S-1 (File No. 33-55828), filed with the Commission
on December 16, 1992)
4.3 -- Tufco Technologies, Inc. 1992 Non-Qualified Stock Option
Plan (Incorporated by reference to Exhibit 10.12 to the
Company's Registration Statement on Form S-1 (File No.
33-55828), filed with the Commission on December 16,
1992)
4.4 -- Tufco Technologies, Inc. 1993 Non-Employee Director Stock
Option Plan (Incorporated by reference to Exhibit 10.19
to Amendment No. 1 to the Company's Registration
Statement on Form S-1 (File No. 33-55828), filed with the
Commission on November 23, 1993)
5.1 -- Opinion of Liddell, Sapp, Zivley, Hill & LaBoon, L.L.P.
regarding the legality of the securities being registered
*23.1 -- Consent of Deloitte & Touche LLP
*23.2 -- Consent of Wipfli Ullrich Bertelson
23.3 -- Consent of Liddell, Sapp, Zivley, Hill & LaBoon, L.L.P.
(included in Exhibit 5.1)
24.1 -- Power of Attorney
</TABLE>
- ---------------
* Filed herewith.
ITEM 9. UNDERTAKINGS.
(a) The undersigned Company 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;
(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
(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) above 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 Company pursuant to Section 13 or Section 15(d) of the
Exchange 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 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.
II-3
<PAGE> 20
(b) The undersigned Company hereby undertakes that, for purposes of
determining any liability under the Securities Act, each filing of the Company's
annual report pursuant to Section 13(a) or Section 15(d) of the Exchange 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) Insofar as indemnification for liabilities arising under the Securities
Act may be permitted to directors, officers and controlling persons of the
Company pursuant to the foregoing provisions, or otherwise, the Company has been
advised that in the opinion of the 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 Company of expenses incurred or paid
by a director, officer or controlling person of the Company 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
Company 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 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. II-4
II-4
<PAGE> 21
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 City of Dallas, State of Texas, on this 26th day of January
1998.
TUFCO TECHNOLOGIES,INC.
/s/ LOUIS LECALSEY, III
------------------------------------
Louis LeCalsey, III
President and Chief Executive
Officer
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 dates indicated.
<TABLE>
<CAPTION>
SIGNATURE TITLE DATE
--------- ----- ----
<C> <S> <C>
/s/ ROBERT J. SIMON* Chairman of the Board of January 26, 1998
- ----------------------------------------------------- Director
Robert J. Simon
/s/ LOUIS LECALSEY, III Director, President and Chief January 26, 1998
- ----------------------------------------------------- Executive Officer
Louis LeCalsey, III (Principal Executive
Officer)
/s/ SAMUEL J. BERO* Director January 26, 1998
- -----------------------------------------------------
Samuel J. Bero
/s/ ROBERT E. COGHAN* Director January 26, 1998
- -----------------------------------------------------
Robert E. Coghan
/s/ C. HAMILTON DAVISON* Director January 26, 1998
- -----------------------------------------------------
C. Hamilton Davison
/s/ PATRICK J. GARLAND* Director January 26, 1998
- -----------------------------------------------------
Patrick J. Garland
/s/ EDWARD A. LEINSS* Director January 26, 1998
- -----------------------------------------------------
Edward A. Leinss
</TABLE>
II-5
<PAGE> 22
<TABLE>
<CAPTION>
SIGNATURE TITLE DATE
--------- ----- ----
<C> <S> <C>
/s/ WILLIAM J. MALOOLY* Director January 26, 1998
- -----------------------------------------------------
William J. Malooly
/s/ GREGORY L. WILEMON Chief Financial Officer, January 26, 1998
- ----------------------------------------------------- Chief Operating Officer,
Gregory L. Wilemon Secretary and Treasurer
(Principal Financial and
Accounting Officer)
* /s/ GREGORY L. WILEMON January 26, 1998
- -----------------------------------------------------
Gregory L. Wilemon
Attorney-In-Fact
</TABLE>
II-6
<PAGE> 23
EXHIBIT INDEX
<TABLE>
<CAPTION>
EXHIBIT
NUMBER DESCRIPTION
------- -----------
<C> <S>
4.1 -- Restated Certificate of Incorporation of the Company
(Incorporated by reference to Exhibit 3.1 to Amendment
No. 1 to the Company's Registration Statement on Form S-1
(File No. 33-55828), filed with the Commission on
November 23, 1993)
4.2 -- Bylaws of the Company (Incorporated by reference to
Exhibit 3.2 to the Company's Registration Statement on
Form S-1 (File No. 33-55828), filed with the Commission
on December 16, 1992)
4.3 -- Tufco Technologies, Inc. 1992 Non-Qualified Stock Option
Plan (Incorporated by reference to Exhibit 10.12 to the
Company's Registration Statement on Form S-1 (File No.
33-55828), filed with the Commission on December 16,
1992)
4.4 -- Tufco Technologies, Inc. 1993 Non-Employee Director Stock
Option Plan (Incorporated by reference to Exhibit 10.19
to Amendment No. 1 to the Company's Registration
Statement on Form S-1 (File No. 33-55828), filed with the
Commission on November 23, 1993)
5.1 -- Opinion of Liddell, Sapp, Zivley, Hill & LaBoon, L.L.P.
regarding the legality of the securities being registered
*23.1 -- Consent of Deloitte & Touche LLP
*23.2 -- Consent of Wipfli Ullrich Bertelson
23.3 -- Consent of Liddell, Sapp, Zivley, Hill & LaBoon, L.L.P.
(included in Exhibit 5.1)
24.1 -- Power of Attorney
</TABLE>
- ---------------
* Filed herewith.
<PAGE> 1
EXHIBIT 23.1
INDEPENDENT AUDITORS' CONSENT
We consent to the incorporation by reference in this Amendment No. 1 to
Registration Statement No. 333-44539 of Tufco Technologies, Inc. on Form S-8
of our report dated December 23, 1997, appearing in the Annual Report on Form
10-K of Tufco Technologies, Inc. for the year ended September 30, 1997 and to
the reference to us under the heading "Experts" in the Prospectus, which is
part of this Registration Statement.
/s/ Deloitte & Touche LLP
Deloitte & Touche LLP
Dallas, Texas
January 23, 1998
<PAGE> 1
EXHIBIT 23.2
INDEPENDENT AUDITORS' CONSENT
We consent to the incorporation by reference in this Amendment No. 1 to the
Registration Statement of Tufco Technologies, Inc. on Form S-8 of our report
dated November 9, 1995, appearing in the Annual Report on Form 10-K of Tufco
Technologies, Inc. for the year ended September 30, 1997 and to the reference
to us under the heading "Experts" in the Prospectus, which is part of this
Registration Statement.
/s/ Wipfli Ullrich Bertelson LLP
Wipfli Ullrich Bertelson LLP
Green Bay, Wisconsin
January 23, 1998
Tufco Technologies/S-8
