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________________________________________________________________________________
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
November 19, 1997
MAIL-WELL, INC.
(Exact Name of Registrant as Specified in its Charter)
COLORADO
(State or Other Jurisdiction of Incorporation)
0-26692 84-1250533
(Commission File Number) (IRS Employer Identification Number)
23 INVERNESS WAY EAST, ENGLEWOOD, CO 80112
(Address of principal executive offices) (Zip Code)
303-790-8023
(Registrant's telephone number, including area code)
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ITEM 5. OTHER EVENTS.
The purpose for this Form 8-K filing is to file with the Securities and
Exchange Commission (the "SEC") an opinion of counsel as to the legality of the
5% Convertible Subordinated Notes due 2002 (the "Notes") being issued by the
Company on November 19, 1997 and the Common Stock of the Company into which such
Notes are convertible (the "Underlying Common Stock"). The Notes and Underlying
Common Stock were registered with the SEC on a Form S-3 Registration Statement
(File No 333-36337) which Registration Statement incorporates by reference this
Form 8-K and the opinion attached as Exhibit 1 hereto.
Exhibits
1. Opinion of Rothgerber, Appel, Powers and Johnson as to the legality of the 5%
Convertible Subordinate Notes and Underlying Common Stock.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized
Mail-Well, Inc.
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(Registrant)
/s/ Gerald F. Mahoney
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Chairman and CEO
Date: November 19, 1997
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Exhibit 1
November 19, 1997
Mail-Well, Inc.
23 Inverness Way East, Suite 160
Englewood, Colorado 80112
Ladies and Gentlemen:
We have acted as counsel to Mail-Well, Inc., a Colorado corporation (the
"Company") in connection with the preparation of a registration statement on
Form S-3 filed with the Securities and Exchange Commission (the "Commission") on
September 24, 1997 (File No. 36337) and amended on or about October 30, 1997,
November 10, 1997 and November 12, 1997 and declared effective as of 2:45
Eastern Time on November 12, 1997 (the "Registration Statement").
The Registration Statement relates to the issuance and sale from time to
time, pursuant to Rule 415 of the General Rules and Regulations promulgated
under the Securities Act of 1933, as amended (the "Act"), of up to $300,000,000
of the Company's securities. Pursuant to an Underwriting Agreement dated
November 13, 1997 (the "Underwriting Agreement") and an Indenture and
Supplemental Indenture (collectively the "Indentures") between the Company and
the Bank of New York, as Trustee, the Company has issued 5% Convertible
Subordinated Notes due 2002 (the "Notes") in the aggregate amount of
$150,000,000 with an option to the Underwriters under the Underwriting Agreement
to purchase an additional $22,500,000 of additional Notes to cover
overallotments.
This opinion is furnished in accordance with the requirements of Item
601(b)(5) of Regulation S-K under the Act. In connection with this opinion we
examined originals or copies, certified or otherwise identified to our
satisfaction of the Registration Statement as amended, the Indentures and the
Underwriting Agreement; the Articles of Incorporation of the Company as in
effect of the date hereof; the Bylaws of the Company as in effect of the date
hereof; and resolutions adopted by the Board of Directors of the Company
authorizing the issuance and sale of the Notes. We have also examined originals
or copies, certified or otherwise identified to our satisfaction, of such
records of the Company and such certificates of public officials, and
representatives of the Company, and such other documents, certificates and
records as we have deemed necessary or appropriate as a basis for the opinion
set forth herein. In our examination,
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Mail-Well, Inc.
November 19, 1997
Page 2
we have assumed the legal capacity of all natural persons, the genuineness of
all signatures, the authenticity of all documents submitted to us as originals,
the conformity to original documents of all documents submitted to us as
certified, and the authenticity of the originals of such documents. In making
our examination of documents executed or to be executed by parties other than
the Company, we have assumed that such parties have the power, corporate or
other, to enter into and perform all obligations thereunder and have also
assumed the due authorization by all requisite action, corporate or other, and
execution and delivery by such parties of such documents and the validity and
binding effect thereof. As to any facts material to the opinions expressed
herein that were not independently established or verified, we have relied upon
statements and representations of officers and other representatives of the
Company and others.
Members of our firm are admitted to the Bar in the state of Colorado and we
do not express any opinion as to the laws of any other jurisdiction.
Based upon and subject to the foregoing, we are of the opinion that when
the Notes have been duly executed, authenticated and delivered against payment
therefor, in accordance with the Indentures and the Underwriting Agreement, the
Notes shall constitute binding obligations of the Company enforceable in
accordance with their terms, except as enforceability may be limited by
bankruptcy, insolvency, reorganization, moratorium, fraudulent conveyance, or
other similar laws now or hereafter in affect relating to or affecting
creditors' rights generally and general principles of equity (regardless of
whether enforcement is considered in a proceeding of law or in equity).
In addition, it is our opinion that the Common Stock into which the Notes
may be converted when issued upon conversion of the Notes in accordance with the
respective terms of the Notes and the Indentures and upon payment to the Company
of any additional consideration which is payable upon such conversion, shall be
validly issued, fully paid and non-assessable.
We hereby consent to the filing of this opinion with the Commission and the
reference to our firm under the caption "Legal Matters" in the Registration
Statement. In giving this consent we do not thereby admit that we are included
in the category of persons whose consent is required under Section 7 of the Act
or the Rules and Regulations of the Commission.
Sincerely,
ROTHGERBER, APPEL, POWERS & JOHNSON LLP
