<PAGE>
As filed with the Securities and Exchange Commission on September 12, 1997
Registration No. 333-
-----------------
================================================================================
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-3
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
MAIL-WELL, INC.
(Exact Name of Registrant as Specified in its Charter)
Colorado 23 Inverness Way, 84-1250533
(State or Other Jurisdiction of Suite 160 Englewood, (I.R.S. Employer
Incorporation or Organization) CO 80112 (303) 790-8023 Identification Number)
(Address, including zip code, and telephone number, including area code, of
registrant's principal executive offices)
Roger Wertheimer, Esq.
23 Inverness Way, Suite 160
Englewood, CO 80112
(303) 790-8023
(Name, address, including zip code, and telephone number,
including area code, of agent for service)
Copies to:
Herbert H. Davies III, Esq.
Rothgerber, Appel, Powers & Johnson LLP
1200 Seventeenth Street, Suite 3000
Denver, Colorado 80202
(303) 623-9000
Approximate date of commencement of proposed sale to the public: from time
to time after this Registration Statement becomes effective.
If the only securities being registered on this form are being offered
pursuant to dividend or interest reinvestment plans, please 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 of the Securities Act of
1933, other than securities offered only in connection with dividend or interest
reinvestment plans, check the following box. [X]
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 statement number of the earlier
effective registration statement for the same offering. [_]
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. [_]
<TABLE>
<CAPTION>
CALCULATION OF REGISTRATION FEE
================================================================================================
Proposed
Amount Maximum Proposed Maximum Amount of
Title of Shares to be Offering Price Aggregate Registration
to be Registered Registered Per Share Offering Price Fee
- ------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Common Stock ............ 36,531 Shares $28.84(1) $1,053,554(1) $320.00
================================================================================================
</TABLE>
(1) Based upon the average of the high and low prices of the Common Stock as
quoted on the New York Stock Exchange on September 10, 1997, pursuant to Rule
457(c).
THE REGISTRANT HEREBY AMENDS THIS REGISTRATION STATEMENT ON SUCH DATE OR
DATES AS MAY BE NECESSARY TO DELAY ITS EFFECTIVE DATE UNTIL THE REGISTRANT SHALL
FILE A FURTHER AMENDMENT WHICH SPECIFICALLY STATES THAT THIS REGISTRATION
STATEMENT SHALL THEREAFTER BECOME EFFECTIVE IN ACCORDANCE WITH SECTION 8(a) OF
THE SECURITIES ACT OF 1933 OR UNTIL THE REGISTRATION STATEMENT SHALL BECOME
EFFECTIVE ON SUCH DATE AS THE COMMISSION, ACTING PURSUANT TO SAID SECTION 8(a),
MAY DETERMINE.
<PAGE>
PROSPECTUS
----------
36,531 Shares
Mail-Well, Inc.
Common Stock
This Prospectus relates to the offering, which is not being underwritten,
of up to 36,531 shares of common stock, par value $0.01 per share (the "Shares")
of Mail-Well, Inc. ("Mail-Well" or the "Company") which may be offered from time
to time by Edward R. Whitehead, a shareholder of the Company, or by authorized
transferees (the "Selling Shareholder"). The Company will receive no part of the
proceeds of such sales. All of the Shares were originally issued by the Company
in connection with the purchase of 100% of the outstanding stock of The Allied
Printers, pursuant to an exemption from the registration requirements of the
Securities Act of 1933, as amended (the "Act"), provided by Section 4(2) of the
Act and Regulation D thereunder. The Shares are being registered by the Company
pursuant to the Stock Purchase Agreement dated July 11, 1997 between the Company
and Edward R. Whitehead.
The Company's Common Stock is listed on the New York Stock Exchange under
the symbol "MWL". The Shares may be offered by the Selling Shareholder from time
to time in one or more transactions on the New York Stock Exchange at prices
prevailing therein, in negotiated transactions at such prices as may be agreed
upon, or in a combination of such methods of sale. See "Plan of Distribution."
The price at which any of the Shares may be sold, and the commissions, if any,
paid in connection with any such sale, are unknown and may vary from transaction
to transaction. The Company will pay all expenses incident to the offering and
sale of the Shares to the public other than any commissions and discounts of
underwriters, dealers or agents and any transfer taxes. See "Selling
Shareholder" and "Plan of Distribution."
-------------------
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 September 12, 1997
<PAGE>
AVAILABLE INFORMATION
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 statements and other information with the
Securities and Exchange Commission (the "Commission"). Such reports, proxy
statements and other information can be inspected and copied at the public
reference facilities maintained by the Commission at Judiciary Plaza, 450 Fifth
Street, N.W. Washington, D.C. 20549; 7 World Trade Center, 13th Floor, New York,
New York 10048; and Citicorp Center, 500 West Madison Street, Suite 1400,
Chicago, Illinois 60661. Copies of such material can be obtained at prescribed
rates from the Public Reference Section of the Commission at 450 Fifth Street,
N.W. Washington, D.C. 20549. Such reports and other information concerning the
Company may also be inspected at the offices of the New York Stock Exchange, 20
Broad Street, New York, New York 10005. The Commission also maintains a site on
the World Wide Web at http://www.sec.gov that contains reports, proxy and
information statements and other information regarding registrants that file
electronically with the Commission.
The Company has filed with the Commission a registration statement on Form
S-3 (including all amendments thereto, the "Registration Statement") under the
Securities Act of 1933, as amended (the "Securities Act"), with respect to the
Securities offered hereby. As permitted by the rules and regulations of the
Commission, this Prospectus does not contain all of the information set forth in
the Registration Statement and the exhibits and schedules thereto. Such
additional information is available for inspection and copying at the offices of
the Commission. Statements contained in this Prospectus, in any Prospectus
Supplement or in any document incorporated by reference herein or therein as to
the contents of any contract or other document referred to herein or therein are
not necessarily complete, and in each instance reference is made to the copy of
such contract or other document filed as an exhibit to, or incorporated by
reference in, the Registration Statement, each such statement being qualified in
all respects by such reference.
INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
The following documents, all of which were previously filed by the Company
(File No. 0-26692) with the Commission pursuant to the Exchange Act, are hereby
incorporated by reference in this Prospectus:
(1) the Company's Annual Report on Form 10-K for the year ended December
31, 1996;
(2) the Company's Quarterly Reports on Form 10-Q for the quarters ended
March 31, 1997 and June 30, 1997;
(3) the description of the Common Stock contained in the Company's
registration statement on Form 8-B (File No. 1-12551) filed with the
Commission on May 23, 1997; and
(4) the Company's Current Report on Form 8-K, dated May 20, 1997.
All reports and documents filed by the Company subsequent to the date of
this Prospectus pursuant to Sections 13(a), 13(c), 14 or 15(d) of the Exchange
Act prior to the termination of the offering of the Common Stock covered by this
Prospectus shall be deemed to be incorporated by reference in this Prospectus
and to be a part hereof from the date of filing of those documents.
Any statement contained herein or in a document incorporated by reference
or deemed to be incorporated by reference herein shall be deemed to be modified
or superseded for purposes of this Prospectus to the extent that such statement
is modified or replaced by a statement contained in this Prospectus or in any
other subsequently filed document that also is or is deemed to be incorporated
by reference into this Prospectus. Any such statement
2
<PAGE>
so modified or superseded shall not be deemed, except as so modified or
replaced, to constitute a part of this Prospectus.
The Company undertakes to provide without charge to each person to whom a
copy of this Prospectus has been delivered, upon the written or oral request of
any such person to the Company, a copy of any or all of the documents referred
to above that have been or may be incorporated into this Prospectus by
reference, including exhibits to such documents (unless such exhibits are
specifically incorporated by reference to such documents). Requests for such
copies should be directed to Investor Relations, Mail-Well, Inc., 23 Inverness
Way East, Englewood, Colorado 80112, telephone number (303) 790-8023.
THE COMPANY
Mail-Well, Inc. (the "Company") is the largest printer and manufacturer of
envelopes in the United States and Canada, competing primarily in the higher-
margin consumer direct market segment of the envelope industry in which
envelopes are designed and manufactured to customer specifications. In addition,
the Company is the leading high-impact color printer in the United States. As of
August 31, 1997, the Company and its subsidiaries operated 52 envelope plants
and printing facilities throughout the United States and Canada serving over
40,000 customers.
The envelope and high-impact color printing industries are highly
fragmented. There are approximately 215 independent envelope companies in the
United States and Canada, generating in excess of $3.0 billion in annual
revenues. The Company estimates that there are approximately 500 high-impact
color printing companies in the United States, generating approximately $3.5
billion in annual revenues. The Company's objective is to grow both internally
and externally. Externally, the Company plans to continue to grow by pursuing
acquisition opportunities to capitalize on the consolidation occurring within
these industries. From December 1, 1994 through July 31, 1997, the Company
completed nine acquisitions in the envelope and commercial printing industries.
Since its formation in 1994, the Company has achieved significant growth in
both revenues and net income through a business strategy that focuses on
acquisitions, internal growth and operating leverage. As a result of this
strategy, revenue and net income increased from $262.3 million and $1.4 million,
respectively, for the Company and its predecessors in 1994, to $778.5 million
and $16.9 million, respectively, for the Company in 1996. For the six months
ended June 30, 1997, the Company generated revenue and net income of $419.5
million and $12.6 million, respectively, as compared to $378.8 million and $6.4
million, respectively, during the same period in 1996.
The Company's envelope products include standard size envelopes as well as
envelopes with features customized for mass mailing markets. The Company also
produces medical folders, overnight mailers, photofinishing envelopes, airline
and car rental jackets, tags and interoffice envelopes. The Company's commercial
printing operation specializes in producing advertising literature, high-end
catalogs and brochures, calendars and annual reports and is recognized as an
innovative provider of quality printed products to leading companies throughout
the United States.
The Company's principal executive offices are located at 23 Inverness Way
East, Englewood, Colorado 80112; its telephone number is (303) 790-8023.
RECENT DEVELOPMENTS
In keeping with the Company's strategy to grow through pursuing acquisition
opportunities within the high-impact color printing industry, on July 11, 1997,
the Company acquired all of the outstanding shares of
3
<PAGE>
common stock of The Allied Printers ("Allied"). Allied, which is located in
Seattle, Washington, is a high-impact color printer servicing customers with
sheet fed printing needs. Pursuant to the Stock Purchase Agreement dated July
11, 1997 between Edward R. Whitehead ("Whitehead") and the Company, in addition
to other consideration paid to Whitehead, the Company issued 36,531 shares of
common stock to Whitehead, the sole shareholder of Allied prior to the
acquisition.
Pursuant to the terms of the Stock Purchase Agreement, the Company is
required to file a registration statement on Form S-3 for the Shares issued to
Whitehead within ninety days of the closing.
USE OF PROCEEDS
The Company will not receive any of the proceeds from the sale of the
Shares. All proceeds from the sale of the Shares will be for the account of the
Selling Shareholder, as described below. See "Selling Shareholder" and "Plan of
Distribution."
SELLING SHAREHOLDER
As of September 12, 1997, Edward R. Whitehead owned 36,531 of the Company's
Common Stock. Prior to the acquisition of Allied by the Company, Whitehead was
President of Allied and the sole shareholder of the outstanding shares of Allied
stock. Prior to the acquisition, Whitehead had no other material relationship
with the Company and held no securities of the Company. Pursuant to an
Employment Agreement dated July 11, 1997 and executed in conjunction with the
Stock Purchase Agreement, Whitehead currently holds the position of General
Manager of the GAC/The Allied Printers division of Graphic Arts Center, Inc, a
wholly-owned subsidiary of the Company. The Company may amend or supplement this
Prospectus from time to time to update the disclosure set forth herein.
PLAN OF DISTRIBUTION
The Shares covered by this Prospectus may be offered and sold from time to
time by the Selling Shareholder. The Selling Shareholder will act independently
of the Company in making decisions with respect to the timing, manner and size
of each sale. The Selling Shareholder may sell the Shares being offered hereby
on the New York Stock Exchange, or otherwise, at prices and under terms then
prevailing or at prices related to the then current market price or at
negotiated prices. The Shares may be sold by one or more of the following means
of distribution: (a) a block-trade in which the broker-dealer so engaged will
attempt to sell Shares as agent, but may position and resell a portion of the
block as principal to facilitate the transaction; (b) purchases by a broker-
dealer as principal and resale by such broker-dealer for its own account
pursuant to this Prospectus; (c) an over-the-counter distribution in accordance
with the rules of the New York Stock Exchange; (d) ordinary brokerage
transactions and transactions in which the brokers solicit purchasers and (e) in
privately negotiated transactions. To the extent required, this Prospectus may
be amended and supplemented from time to time to describe a specific plan of
distribution. In connection with distribution of the Shares or otherwise, the
Selling Shareholder may enter into hedging transactions with broker-dealers or
other financial institutions. In connection with such transactions, broker-
dealers or other financial institutions may engage in short sales of the
Company's Common Stock in the course of hedging the positions they assume with
Selling Shareholder. The Selling Shareholder may also sell the Company Common
Stock short and redeliver the shares to close out such short positions. The
Selling Shareholder may also enter into options or other transactions with
broker-dealers or other financial institutions which require the delivery to
such broker-dealer or other financial institution of Shares offered hereby,
which Shares such broker-dealer or other financial institution may resell
pursuant to this Prospectus (as supplemented or amended to reflect such
transaction). The Selling Shareholder may also pledge Shares to a broker-dealer
or other financial institution, and, upon a default, such broker-dealer or other
financial institution may effect sales of the pledged
4
<PAGE>
Shares pursuant to this Prospectus (as supplemented or amended to reflect such
transaction). In addition, any Shares that qualify for sale pursuant to Rule 144
may be sold under Rule 144 rather than pursuant to this Prospectus.
In effecting sales, brokers, dealers or agents engaged by the Selling
Shareholder may arrange for other brokers or dealers to participate. Brokers,
dealers or agents may receive commissions, discounts or concessions from the
Selling Shareholder in amounts to be negotiated prior to the sale. Such brokers
or dealers and any other participating brokers or dealers may be deemed to be
"underwriters" within the meaning of the Act in connection with such sales, and
any such commissions, discounts or concessions may be deemed to be underwriting
discounts or commissions under the Act. The Company will pay all expenses
incident to the offering and sale of the Shares to the public other than any
commissions and discounts of underwriters, dealers or agents and any transfer
taxes.
In order to comply with the securities laws of certain states, if
applicable, the Shares must be sold in such jurisdictions only through
registered or licensed brokers or dealers. In addition, in certain states the
Shares may not be sold unless they have been registered or qualified for sale in
the applicable state or an exemption from the registration or qualification
requirement is available and is complied with.
The Company has agreed with the Selling Shareholder to keep the
Registration Statement of which this Prospectus constitutes a part effective
until the date on which all of the Shares may immediately be sold to the public
without registration pursuant to Rule 144(k) under the Act.
LEGAL MATTERS
The validity of the issuance of the shares of Common Stock offered hereby
has been passed upon for the Company by Rothgerber, Appel, Powers & Johnson LLP,
Denver, Colorado.
EXPERTS
The consolidated financial statements and related financial statement
schedules incorporated in this Prospectus by reference from the Company's Annual
Report on Form 10-K have been audited by Deloitte & Touche LLP, independent
auditors, as stated in their reports, which are incorporated herein by
reference, and have been so incorporated in reliance upon the reports of such
firm given upon their authority as experts in accounting and auditing.
5
<PAGE>
================================================================================
No dealer, salesperson or any other person has been authorized to give any
information or to make any representation other than those contained in this
Prospectus and, if given or made, such information or representations must not
be relied upon as having been authorized by the Company or any underwriter or
agent. This Prospectus does not constitute an offer to sell or the solicitation
of an offer to buy any of the securities offered hereby in any jurisdiction in
which such offer or solicitation is not authorized, or in which the person
making such offer is not qualified to do so, or to any person to whom it is
unlawful to make such offer or solicitation in such jurisdiction. Neither the
delivery of this Prospectus nor any sale made hereunder and thereunder shall,
under any circumstances, create any implication that the information herein or
therein is correct as of any time subsequent thereof.
-----------------
TABLE OF CONTENTS
<TABLE>
<CAPTION>
Page
----
<S> <C>
Available Information...................................................... 2
Incorporation of Certain Documents by Reference............................ 2
The Company................................................................ 3
Recent Developments........................................................ 3
Use of Proceeds............................................................ 4
Selling Shareholder........................................................ 4
Plan of Distribution....................................................... 4
Legal Matters.............................................................. 5
Experts.................................................................... 5
</TABLE>
Mail-Well, Inc.
Common Stock
---------------
P R O S P E C T U S
---------------
September 12, 1997
================================================================================
<PAGE>
PART II. INFORMATION NOT REQUIRED IN PROSPECTUS
ITEM 14. OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION.
The estimated expenses of the offering (except for SEC filing fees),
all of which are to be borne by the Company, are as follows:
<TABLE>
<S> <C>
Printing Expenses .......................... $ 1,000
Accounting Fees and Expenses................ 5,000
Legal Fees and Expense...................... 2,500
SEC Filing Fee.............................. 320
--------
TOTAL....................................... $ 8,820
========
</TABLE>
ITEM 15. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
Section 7-109-101 et seq. of the Colorado Business Corporation Act
empowers a Colorado corporation to indemnify its directors, officers,
employees and agents under certain circumstance, as well as providing for
the elimination of personal liability of directors and officers of a
Colorado corporation for monetary damages.
Article V of the Articles of Incorporation of the Registrant reads as
follows:
"The Corporation shall indemnify, to the fullest extent permitted by
applicable law in effect from time to time, any person, and the estate and
personal representative of any such person, against all liability and
expense (including attorneys' fees) incurred by reason of the fact that he
or she is or was a director or officer of the Corporation or, while serving
as a director or officer of the Corporation, he or she is or was serving at
the request of the Corporation as a director, officer, partner, trustee,
employee, fiduciary, or agent of, or in any similar managerial or fiduciary
position of, another domestic or foreign Corporation or other individual or
entity or of an employee benefit plan. The Corporation shall also
indemnify any person who is serving or has served the Corporation as
director, officer, employee, fiduciary, or agent, and that person's estate
and personal representative, to the extent and in the manner provided in
any bylaw, resolution of the shareholders or directors, contract, or
otherwise, so long as such provision is legally permissible."
Article VI of the Articles of Incorporation of the Registrant reads as
follows:
"There shall be no personal liability of a director to the Corporation
or to its shareholders for monetary damages for breach of fiduciary duty as
a director, except that said personal liability shall not be eliminated to
the Corporation or to the shareholders for monetary damages arising due to
any breach of the director's duty of loyalty to the Corporation or to the
shareholders, acts or omissions not in good faith or which involve
intentional misconduct or a knowing violation of law, acts specified in
section 7-108-403, C.R.S., or any transaction from which a director derived
an improper personal benefit. Notwithstanding any other provisions herein,
personal liability of a director shall be eliminated to the greatest extent
possible as is now, or in the future, provided for by law. Any repeal or
modification of the foregoing sentence shall not adversely affect any right
or protection of a director of the Corporation existing hereunder with
respect to any act or omission occurring prior to such repeal or
modification."
II-1
<PAGE>
ITEM 16. EXHIBITS.
The following Exhibits are filed as a part of this Registration
Statement pursuant to Item 601 of Regulation S-K:
Exhibit
Number
------
5.1 Legal Opinion of Rothgerber, Appel, Powers & Johnson LLP
23.1 Consent of Rothgerber, Appel, Powers & Johnson LLP
23.2 Consent of Deloitte & Touche LLP
24.1 Power of Attorney (included on the signature page attached to
this Registration Statement)
ITEM 17. UNDERTAKINGS.
(a) The undersigned registrant 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 of 1933;
(ii) To reflect in the prospectus any facts or events arising
after the effective date of the registration statement (or the most recent
post-effective amendment thereof) which, individually or in the aggregate,
represent a fundamental change in the information set forth in the
registration statement. Notwithstanding the foregoing, any increase or
decrease in volume of securities offered (if the total dollar value of
securities offered would not exceed that which was registered) and any
deviation from the low or high end of the estimated maximum offering range
may be reflected in the form of prospectus filed with the Commission
pursuant to Rule 424(b) if, in the aggregate, the changes in volume and
price represent no more than a 20% change in the maximum aggregate offering
price set forth in the "Calculation of Registration Fee" table in the
effective registration statement;
(iii) To include any material information with respect to the
plan of distribution not previously disclosed in the registration statement
or any material change to such information in the registration statement;
PROVIDED, HOWEVER, that paragraphs (a)(1)(i) and (a)(1)(ii) shall
not apply if the information required to be included in a post-effective
amendment by those paragraphs is contained in periodic reports filed with
or furnished to the Commission by the registrant pursuant to section 13 or
section 15(d) of the Securities Exchange Act of 1934 that are incorporated
by reference in the registration statement.
(2) That, for the purposes of determining any liability under the
Securities Act of 1933, each such post-effective amendment shall be deemed
to be a new registration statement relating to the securities offered
therein, and the offering of such securities at that time shall be deemed
to be the initial bona fide offering thereof.
(3) To remove from registration by means of a post-effective
amendment any of the securities being registered which remain unsold at the
termination of the offering.
(b) The undersigned registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act of 1933, each filing of
the registrant's annual report pursuant to Section 13(a) or 15(d) of the
Securities Exchange Act of 1934 (and, where applicable, each filing of an
employee benefit plan's annual report pursuant to Section 15(d) of the
Securities Exchange Act of 1934) that is incorporated by reference in the
II-2
<PAGE>
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 of 1933 may be permitted to directors, officers and
controlling persons of the registrant pursuant to the foregoing provisions,
or otherwise, the registrant has been advised that in the opinion of the
Securities and Exchange Commission such indemnification is against public
policy as expressed in the Act and is, therefore, unenforceable. In the
event that a claim for indemnification against such liabilities (other than
the payment by the registrant of expenses incurred or paid by a director,
officer or controlling person of the registrant in the successful defense
of any action, suit, or proceeding) is asserted by such director, officer
or controlling person in connection with the securities being registered,
the registrant will, unless in the opinion of 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 Act and will be governed by the final
adjudication of such issue.
II-3
<PAGE>
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 Englewood, State of Colorado, on
September 12, 1997.
MAIL-WELL, INC.
By: /s/ Gerald F. Mahoney
--------------------------------------------
Gerald F. Mahoney, 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.
POWER OF ATTORNEY
Each person whose signature appears below constitutes and appoints
Paul V. Reilly and Roger Wertheimer and each of them, as attorneys-in-fact,
each with the power of substitution, for him in any and all capacities, to
sign any amendments to this Registration Statement and to file the same,
with exhibits thereto and other documents in connection therewith, with the
Securities and Exchange Commission, granting to said attorney-in-fact, and
each of them, full power and authority to do and perform each and every act
and thing requisite and necessary to be done in connection therewith, as
fully to all intents and purposes as he might or could do in person, hereby
ratifying and confirming all that said attorneys-in-fact, or any one of
them, or their or his substitute or substitutes, may lawfully do or causes
to be done by virtue hereof.
<TABLE>
<CAPTION>
Signature Title Date
--------- ----- ----
<S> <C> <C>
/s/ Gerald F. Mahoney Chairman of the Board/ September 12, 1997
---------------------------- Chief Executive Officer/Director
Gerald F. Mahoney
/s/ Robert J. Terry President and CEO September 12, 1997
---------------------------- American Mail-Well Envelope/
Robert J. Terry Director
/s/ Paul V. Reilly Vice President/ September 12, 1997
---------------------------- Chief Financial Officer
Paul V. Reilly
</TABLE>
II-4
<PAGE>
<TABLE>
<CAPTION>
SIGNATURE TITLE DATE
--------- ----- ----
<S> <C> <C>
/s/ Frank J. Heverdejs Director September 12, 1997
-------------------------------
Frank J. Heverdejs
/s/ Susan O. Rheney Director September 12, 1997
-------------------------------
Susan O. Rheney
/s/ Frank P. Diassi Director September 12, 1997
-------------------------------
Frank P. Diassi
/s/ J. Bruce Duty Director September 12, 1997
-------------------------------
J. Bruce Duty
Director September 12, 1997
-------------------------------
Jerome W. Pickholz
Director September 12, 1997
-------------------------------
W. Thomas Stevens
</TABLE>
II-5
<PAGE>
INDEX TO EXHIBITS
Exhibit No. Exhibits
----------- --------
5.1 Legal Opinion of Rothgerber, Appel, Powers & Johnson LLP
23.1 Consent of Rothgerber, Appel, Powers & Johnson LLP
23.2 Consent of Deloitte & Touche LLP
24.1 Power of Attorney (attached to the signature page of this
Registration Statement)
<PAGE>
Exhibit 5.1
Mail-Well, Inc.
23 Inverness Way, Suite 160
Englewood, Colorado 80112
Ladies and Gentlemen:
You have requested our opinion in connection with the Registration
Statement on Form S-3 (the "Registration Statement") which is expected to
be filed by Mail-Well, Inc. (the "Company") on or about September 12, 1997,
with respect to the offer and sale of 36,531 shares of common stock, $0.01
par value, issued pursuant to that certain Stock Purchase Agreement dated
July 11, 1997 between the Company and Edward R. Whitehead, as described in
the Registration Statement.
We have reviewed such corporate documents and have made such
investigation of Colorado law as we have deemed necessary under the
circumstances. Based on that review and investigation, it is our opinion
that the shares referred to above have been duly authorized and issued, and
are fully paid and nonassessable.
Sincerely yours,
ROTHGERBER, APPEL, POWERS & JOHNSON LLP
/s/ Rothgerber, Appel, Powers & Johnson LLP
<PAGE>
Exhibit 23.1
Mail-Well, Inc.
23 Inverness Way, Suite 160
Englewood, Colorado 80112
Ladies and Gentlemen:
We consent to the use by Mail-Well, Inc. (the "Company") in the
Company's Form S-3 Registration Statement to be filed on or about September
12, 1997, of our name and the statement with respect to our firm under the
heading of "Legal Matters" in the Registration Statement.
Sincerely yours,
ROTHGERBER, APPEL, POWERS & JOHNSON LLP
/s/ Rothgerber, Appel, Powers & Johnson LLP
<PAGE>
Exhibit 23.2
INDEPENDENT AUDITORS' CONSENT
We consent to the incorporation by reference in this Registration Statement
of Mail-Well, Inc. on Form S-3 of our reports dated February 10, 1997,
appearing in the Annual Report on Form 10-K of Mail-Well, Inc. for the year
ended December 31, 1996 and to the reference to us under the heading
"Experts" in the Prospectus, which is part of this Registration Statement.
DELOITTE & TOUCHE LLP
/s/ Deloitte & Touche, LLP
Denver, Colorado
September 10, 1997
