<PAGE>
AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON OCTOBER 29, 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, SUITE 84-1250533
(STATE OR OTHER 160 (I.R.S. EMPLOYER
JURISDICTION OF ENGLEWOOD, CO 80112 IDENTIFICATION NUMBER)
INCORPORATION OR (303) 790-8023
ORGANIZATION)
(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. DAVIS III, ESQ. DAVID P. OELMAN, ESQ.
ROTHGERBER, APPEL, POWERS & JOHNSON ANDREWS & KURTH LLP
LLP 4200 TEXAS COMMERCE TOWER
1200 SEVENTEENTH STREET, SUITE 3000 HOUSTON, TEXAS 77002
DENVER, COLORADO 80202 (713) 220-4200
(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. [_]
CALCULATION OF REGISTRATION FEE
================================================================================
<TABLE>
<CAPTION>
PROPOSED
MAXIMUM
TITLE OF SHARES AGGREGATE AMOUNT OF
TO BE REGISTERED OFFERING PRICE(1) REGISTRATION FEE
- ----------------------------------------------------------------------------------------
<S> <C> <C>
Common Stock, $.01 par value..... $124,872,787 $37,840
</TABLE>
================================================================================
(1) Estimated solely for the purpose of calculating the registration fee in
accordance with Rule 457(c) on the basis of the average of the high and
low prices of the Common Stock as quoted on the New York Stock Exchange on
October 28, 1997.
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>
++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++
+INFORMATION CONTAINED HEREIN IS SUBJECT TO COMPLETION OR AMENDMENT. A +
+REGISTRATION STATEMENT RELATING TO THESE SECURITIES HAS BEEN FILED WITH THE +
+SECURITIES AND EXCHANGE COMMISSION. THESE SECURITIES MAY NOT BE SOLD NOR MAY +
+OFFERS TO BUY BE ACCEPTED PRIOR TO THE TIME THE REGISTRATION STATEMENT +
+BECOMES EFFECTIVE. THIS PROSPECTUS SHALL NOT CONSTITUTE AN OFFER TO SELL OR +
+THE SOLICITATION OF AN OFFER TO BUY NOR SHALL THERE BE ANY SALE OF THESE +
+SECURITIES IN ANY STATE IN WHICH SUCH OFFER, SOLICITATION OR SALE WOULD BE +
+UNLAWFUL PRIOR TO REGISTRATION OR QUALIFICATION UNDER THE SECURITIES LAWS OF +
+ANY SUCH STATE. +
++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++
SUBJECT TO COMPLETION -- DATED OCTOBER 29, 1997
PROSPECTUS
- --------------------------------------------------------------------------------
3,820,200 Shares
[LOGO OF MAIL-WELL, INC. APPEARS HERE]
MAIL-WELL, INC.
Common Stock
- --------------------------------------------------------------------------------
Of the 3,820,200 shares of common stock, par value $.01 per share (the "Common
Stock"), offered hereby (the "Offering"), 3,125,000 shares are being sold by
Mail-Well, Inc. ("Mail-Well" or the "Company") and 695,200 shares are being
sold by certain selling shareholders of the Company (the "Selling
Shareholders"). The Company will not receive any of the proceeds from the sale
of shares of Common Stock by the Selling Shareholders. See "Selling
Shareholders."
The Common Stock of the Company is listed on the New York Stock Exchange (the
"NYSE") under the symbol "MWL." On October 27, 1997, the last reported sales
price of the Common Stock on the NYSE was $34.50 per share.
Concurrently with the Offering of Common Stock being made by this Prospectus,
the Company is offering $150,000,000 aggregate principal amount of %
Convertible Subordinated Notes due 2002, which are convertible into Common
Stock at a conversion price of $ per share (the "Convertible Note
Offering"). This Offering and the Convertible Note Offering are not contingent
upon one another.
SEE "RISK FACTORS" ON PAGES 10 TO 14 FOR A DISCUSSION OF CERTAIN MATERIAL
FACTORS THAT SHOULD BE CONSIDERED IN CONNECTION WITH AN INVESTMENT IN THE
COMMON STOCK OFFERED HEREBY.
- --------------------------------------------------------------------------------
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.
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
<TABLE>
<CAPTION>
Underwriting Proceeds to
Price to Discounts and Proceeds to Selling
Public Commissions(1) Company(2) Shareholders(2)
- --------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Per Share............... $ $ $ $
- --------------------------------------------------------------------------------
Total(3)................ $ $ $ $
</TABLE>
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
(1) The Company and the Selling Shareholders have agreed to indemnify the
several Underwriters against certain liabilities, including liabilities
under the Securities Act of 1933, as amended. See "Underwriting."
(2) Before deducting offering expenses payable by the Company, including the
expenses of the Selling Shareholders, estimated to be $300,000.
(3) The Company has granted the several Underwriters a 30-day over-allotment
option to purchase up to 573,030 additional shares of the Common Stock on
the same terms and conditions as set forth above. If all such additional
shares are purchased by the Underwriters, the total Price to Public will be
$ , the total Underwriting Discounts and Commissions will be $ , the
total Proceeds to Company will be $ and the total Proceeds to Selling
Shareholders will be $ . See "Underwriting."
- --------------------------------------------------------------------------------
The shares of Common Stock are offered by the several Underwriters subject to
delivery by the Company and the Selling Shareholders and acceptance by the
Underwriters, to prior sale and to withdrawal, cancellation or modification of
the offer without notice. Delivery of the shares to the Underwriters is
expected to be made at the office of Prudential Securities Incorporated, One
New York Plaza, New York, New York, on or about November , 1997.
PRUDENTIAL SECURITIES INCORPORATED
BEAR, STEARNS & CO. INC.
DONALDSON, LUFKIN & JENRETTE
SECURITIES CORPORATION
HANIFEN, IMHOFF INC.
November , 1997
<PAGE>
CERTAIN PERSONS PARTICIPATING IN THIS OFFERING MAY ENGAGE IN TRANSACTIONS
THAT STABILIZE, MAINTAIN OR OTHERWISE AFFECT THE PRICE OF THE COMMON STOCK,
INCLUDING PURCHASES OF THE COMMON STOCK TO STABILIZE ITS MARKET PRICE,
PURCHASES OF THE COMMON STOCK TO COVER SOME OR ALL OF A SHORT POSITION IN THE
COMMON STOCK MAINTAINED BY THE UNDERWRITERS, AND THE IMPOSITION OF PENALTY
BIDS. FOR A DESCRIPTION OF THESE ACTIVITIES, SEE "UNDERWRITING."
2
<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
Shares 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, and the Amendment on Form 10-
K/A filed on October 28, 1997, 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, and the Amendments on form 10-Q/A
filed on September 12, 1997 and October 28, 1997 for the quarter ended
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 and subsequent to the date of this Prospectus and prior to the termination
of the offering of the Shares covered by this Prospectus shall be deemed to be
incorporated by reference and to be a part hereof from the date of filing of
such 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 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.
3
<PAGE>
PROSPECTUS SUMMARY
The following summary is qualified by, and should be read in conjunction
with, the more detailed information and consolidated financial statements,
including the notes thereto, appearing elsewhere in this Prospectus and in the
documents incorporated by reference herein. Except as otherwise indicated, the
information contained herein assumes that the Underwriters' over-allotment
option will not be exercised. As used in this Prospectus, the "Company" refers
to Mail-Well, Inc., a Colorado corporation, and its subsidiaries as well as to
the business operations of their predecessors. Investors should consider
carefully the information set forth under "Risk Factors".
THE COMPANY
Mail-Well, Inc. (the "Company") is a leading consolidator in the highly
fragmented envelope and high-impact color printing industries. From December 1,
1994 through September 30, 1997, the Company completed ten acquisitions in the
envelope and commercial printing industries, ranging in size from $6.1 million
to $97.4 million. As a result of its consolidation strategy, the Company has
become 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, as well as the leading high-impact
color printer in the United States.
Since its formation in 1994, the Company has achieved significant growth in
both revenues and net income through its acquisition strategy, internal growth
and the use of operating leverage. As a result of these strategies, revenue and
net income increased to $778.5 million and $16.9 million, respectively, for the
Company in 1996 from $262.3 million and $1.4 million, respectively, for the
Company and its predecessors in 1994. For the six months ended June 30, 1997,
the Company's revenue and net income grew to $419.5 million and $12.6 million,
respectively, from $378.8 million and $6.4 million, respectively, during the
same period in 1996.
The Company believes that there continue to be significant consolidation
opportunities in the envelope and high-impact color printing industries. 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 commercial printing companies in the
United States competing in the high-impact color segment of the printing
industry, generating approximately $3.5 billion in annual revenues in that
segment.
As of September 30, 1997, the Company and its subsidiaries operated 53
envelope plants and printing facilities throughout the United States and Canada
serving over 40,000 customers. 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 high-impact printed products are designed to elicit
the maximum response from the reader and include advertising literature, high-
end catalogs and brochures, calendars and annual reports. The Company is
recognized as an innovative provider of quality printed products to leading
companies throughout the United States.
4
<PAGE>
BUSINESS STRATEGY
The Company's objective is to continue to increase its profits through
acquisitions and an operating strategy that enhances internal growth and
achieves cost efficiencies. The key elements of the Company's strategy include:
Strategic Acquisitions. The Company believes that the envelope and high-
impact color printing industries are highly fragmented and present significant
opportunities for consolidation. The Company's growth strategy includes the
acquisition of established and profitable envelope and high-impact color
printing businesses in markets with attractive growth opportunities. The
Company seeks acquisition targets with strong management infrastructures and
opportunities to increase operating efficiencies, as well as to expand the
Company's customer base, presence in geographic areas, and product lines. The
Company's management team has extensive experience in identifying attractive
acquisition targets and integrating acquired businesses into its operations.
Internal Sales Growth. A key component of the Company's strategy is to
accelerate internal sales growth for both its envelope and high-impact color
printing segments. The key elements of this internal growth strategy include
the expansion of products and services sold to existing customers and the
addition of new customers. The Company believes that it has the ability to
combine the responsiveness of a local facility with the full service advantages
of a large national company, and intends to increase growth in each of its
regions by adding complementary products and services to its operations. For
example, most of the Company's envelope manufacturing facilities produce only a
portion of the envelope products available from the Company as a whole. By
targeting markets in which the Company believes there is demand for additional
product lines, the Company believes it may be able to achieve significant
internal growth.
National Sales and Marketing Program. The Company has begun to establish a
sales and marketing program targeting national accounts as a means to expand
its envelope and high-impact printing business. The Company believes that this
program will allow it to both utilize its current network of strategically
located plants and sales offices to attract new customers that require
production from multiple locations, as well as to offer existing customers
greater flexibility in meeting their needs due to more available capacity and
equipment capabilities.
Operating Margins. The Company has realized and believes that it will
continue to realize cost savings as a result of volume related purchases of
paper, ink and other raw materials. The Company has also begun to achieve cost
savings through the consolidation of insurance administration, employee health
benefits, financial management and other administrative functions. The Company
further believes that its purchasing power will reduce the risk of constraints
on paper allocation from suppliers during periods of tight supply. The Company
believes that by continuing to centralize certain administrative and support
functions, the management of its operating subsidiaries and businesses acquired
in the future will be able to focus on pursuing new customers and business
opportunities and increasing capacity utilization.
Operating Efficiencies. The Company believes that there may be opportunities
to eliminate redundant facilities and equipment by consolidation or through
coordination among its current operations as well as operations to be acquired
in the future. The Company periodically reviews its operations at the local and
regional operating levels (as well as examining other industry practices) in
order to identify certain "best practices" that can be standardized and
implemented throughout its operations.
5
<PAGE>
ACQUISITIONS
The Company was formed in 1994 through the acquisition of the Mail-Well
Envelope division of the Georgia-Pacific Corporation ("GP Envelope"), and the
acquisition of the Pavey Envelope and Tag Corporation ("Pavey"). Since then,
the Company has built its business through a series of strategic acquisitions.
The following table sets forth certain information with respect to such
acquisitions:
<TABLE>
<CAPTION>
DATE OF GEOGRAPHIC REVENUES (1)
COMPANY ACQUISITION LOCATION PRODUCTS (IN MILLIONS)
------- -------------- ------------------- ------------------- -------------
<S> <C> <C> <C> <C>
American December 1994 National Envelopes $180
Envelope
Supremex July 1995 Canada Envelopes 90
Graphic Arts August 1995 Portland High-Impact Color 140
Center Printing
Quality Park April 1996 Atlanta, St. George Envelopes 90
Products (UT), Beresford (SD)
Pac National November 1996 Ontario, Canada Envelopes 44
Group
Products
Shepard December 1996 Indianapolis High-Impact Color 50
Poorman Printing
Communications
Griffin June 1997 Seattle Envelopes 12
Envelope
The Allied July 1997 Seattle High-Impact Color 17
Printers Printing
Murray July 1997 Hattiesburg (MS) Envelopes 48
Envelope
National Color September 1997 Atlanta High-Impact Color 23
Graphics Printing
</TABLE>
- --------
(1) Represents the approximate revenues for the twelve months preceding the
date of acquisition.
RECENT FINANCIAL RESULTS
The Company has recently announced its results of operations for the quarter
and the nine months ended September 30, 1997. For the quarter ended September
30, 1997, sales increased 16.5% to $233.5 million from $200.5 million in the
same period in 1996. Third quarter 1997 net income was $7.5 million, an
increase of 49.4% over the $5.0 million in 1996. Third quarter earnings per
share increased to $0.40 per share in 1997 compared to $0.28 per share in 1996.
For the nine months ended September 30, 1997, sales increased 12.7% to $653.0
million from $579.3 in the same period in 1996. For the nine months ended
September 30, 1997, the Company reported net income of $20.1 million, a 76.3%
increase over the $11.4 million in net income for the same period a year ago.
Earnings per share for the nine months ended September 30, 1997 increased 68.8%
to $1.08 per share from $0.64 per share for the same period in 1996.
6
<PAGE>
THE OFFERING
<TABLE>
<S> <C>
Common Stock Offered by the
Company(1) ....................... 3,125,000 shares
Common Stock Offered by the Selling
Shareholders...................... 695,200 shares
-----------------
Total Common Stock Offered......... 3,820,200 shares
Common Stock to be Outstanding
after the Offering(1)(2).......... 21,959,732 shares
Use of Proceeds ................... The Company intends to use a portion of the
proceeds of the Common Stock offered hereby
for the repayment of indebtedness, with the
balance available for general corporate
purposes. See "Use of Proceeds."
NYSE Symbol ....................... MWL
</TABLE>
- --------
(1) Does not include up to 573,030 shares of Common Stock that may be issued
upon exercise of the Underwriters' over-allotment option.
(2) Does not include (i) 1,378,477 shares of Common Stock issuable upon
exercise of stock options outstanding as of September 30, 1997, with a
weighted-average exercise price of $10.52 per share and (ii) the number of
shares issuable upon conversion of the Convertible Subordinated Notes
offered concurrently.
Concurrently with the Offering of Common Stock being made by this Prospectus,
the Company is offering $150,000,000 aggregate principal amount of %
Convertible Subordinated Notes due 2002, which are convertible into Common
Stock (the "Convertible Note Offering"). The Convertible Note Offering is being
made pursuant to a Shelf Registration Statement filed by the Company with the
Commission on September 24, 1997. This Offering and the Convertible Note
Offering are not contingent upon one another.
RISK FACTORS
Investors should consider the material risk factors involved in connection
with an investment in the Common Stock offered hereby and the impact to
investors from various events that could adversely affect the Company's
business. See "Risk Factors."
7
<PAGE>
THE COMPANY
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 September 30,
1997, the Company and its subsidiaries operated 53 envelope plants and
printing facilities throughout the United States and Canada serving over
40,000 customers.
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 to $778.5 million and $16.9
million, respectively, for the Company in 1996 from $262.3 million and $1.4
million, respectively, for the Company and its predecessors in 1994. For the
six months ended June 30, 1997, the Company's revenue and net income grew to
$419.5 million and $12.6 million, respectively, from $378.8 million and $6.4
million, respectively, during the same period in 1996.
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 commercial
printing companies in the United States competing in the high-impact color
segment of the printing industry, generating approximately $3.5 billion in
annual revenues in that segment. The Company's objective is to grow both
internally and externally. Internally, the Company plans to expand the
products and services sold to existing customers and to add new customers.
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 September 30, 1997, the Company
completed ten acquisitions in the envelope and commercial printing industries,
ranging in size from $6.1 million to $97.4 million.
Management believes that it enjoys, and will continue to enjoy, certain
competitive advantages, including (i) the ability to utilize the Company's
network of strategically located plants and sales offices to attract customers
that require production from multiple locations, (ii) the ability to realize
cost savings as a result of volume related purchases of paper, ink and other
raw materials, (iii) the reduction of overhead expense through the
consolidation of certain administrative functions for insurance, employee
health benefits and financial management, (iv) the ability to increase
profitability through the optimization of equipment utilization among
facilities, (v) the ability to offer customers greater flexibility in meeting
their needs due to more available capacity and equipment capabilities and (vi)
the ability to combine the responsiveness of a local or regional facility with
the resources of a large national company.
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 high-
impact printed products are designed to elicit the maximum response from the
reader and include advertising literature, high-end catalogs and brochures,
calendars and annual reports. The Company 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.
8
<PAGE>
RECENT ACQUISITIONS
On June 27, 1997, the Company acquired all of the outstanding shares of
common stock of Griffin Envelope, Inc. ("Griffin"). Griffin, which is located
in Seattle, Washington, manufactures and distributes envelopes in the
northwestern United States. Annual sales for Griffin approximate $12 million.
On July 11, 1997, the Company acquired all of the outstanding shares of
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. Annual sales for Allied approximate $17 million. In
addition to other consideration, the Company issued 36,531 shares of Common
Stock to Edward R. Whitehead, the sole shareholder of Allied, in connection
with this acquisition.
On July 14, 1997, the Company acquired all of the outstanding shares of
common stock of Murray Envelope Corporation ("Murray"). Murray, which is
located in Hattiesburg, Mississippi, manufactures envelopes primarily for
sales through distributors in the southeastern and south central markets.
Additionally, the Barkley division of Murray distributes filing products for
the national market. Annual sales for Murray approximate $48 million. In
connection with the acquisition, a wholly-owned subsidiary of the Company
issued 110,236 shares of common stock which are convertible into an equal
number of shares of Company Common Stock.
On September 10, 1997, the Company acquired substantially all of the Assets
of National Color Graphics, Inc. ("Color Graphics"). Color Graphics, which is
located in Atlanta, Georgia, is a high impact color printer servicing
customers with sheet fed needs. Annual sales for Color Graphics approximate
$23 million.
The Company paid approximately $58.5 million in aggregate consideration for
Griffin, Allied, Murray and Color Graphics. The consideration consisted of
cash, Common Stock, notes and convertible securities. No single acquisition,
nor the acquisitions in the aggregate, were "significant" as defined by the
rules of the Commission.
9
<PAGE>
RISK FACTORS
An investment in the Common Stock offered hereby involves a high degree of
risk. Prospective investors should consider carefully the following factors,
in addition to other information contained in this Prospectus, in connection
with an investment in the Common Stock offered hereby.
This Prospectus contains statements which constitute "forward-looking
statements" within the meaning of Section 27A of the Securities Act of 1933,
as amended (the "Securities Act"), and Section 21E of the Securities Exchange
Act of 1934, as amended (the "Exchange Act"). The words "expect," "believe,"
"goal," "plan," "intend," "estimate" and similar expressions and variations
thereof used in this Prospectus are intended to specifically identify forward-
looking statements. Those statements appear in a number of places in this
Prospectus and include statements regarding, but not limited to, product
demand and sales, growth rate, ability to obtain assumed productivity savings,
quality controls, availability of acquisition opportunities and their related
costs, cost savings due to integration and synergies associated with
acquisitions, ability to obtain additional financings and bank debt
restructuring, interest rates, foreign currency exchange rates, paper and raw
material costs, waste paper prices, ability to pass through paper costs to
customers, postage rates, changes in the direct mail industry, competition,
ability to develop new products, labor costs, labor relations and advertising
costs. Prospective investors are cautioned that any such forward-looking
statements are not guarantees of future performance and involve risks and
uncertainties, and that actual results may differ materially from those
projected in the forward-looking statements as a result of various factors.
The Company undertakes no obligation to publicly update or revise forward-
looking statements made in this Prospectus to reflect events or circumstances
after the date of this Prospectus or to reflect the occurrence of
unanticipated events.
LEVERAGE. The Company has incurred substantial indebtedness in connection
with financing certain of its acquisitions. In addition, pursuant to the
Convertible Note Offering, the Company expects to issue approximately $150
million aggregate principal amount of convertible subordinated notes. See
"Prospectus Summary--The Offering". The degree to which the Company is
leveraged could have important consequences to the holders of the Company's
securities, including the following: (i) the Company's ability to obtain
additional financing for working capital, acquisitions or other purposes in
the future may be limited, (ii) a substantial portion of the Company's cash
flow from operations will be dedicated to the payment of principal and
interest on indebtedness, (iii) the Company may be more vulnerable to economic
downturns or other adverse developments than less leveraged competitors, and
(iv) borrowings under the Company's bank credit agreements (as amended through
the date hereof, the "Credit Agreements") bear interest at fluctuating rates
which could result in higher interest expense in the event of an increase in
interest rates. The Company's ability to make scheduled payments of principal
or interest on, or to refinance, indebtedness will depend on future operating
performance and cash flow, which are subject to prevailing economic conditions
and financial, competitive and other factors beyond the Company's control.
AVAILABILITY, FINANCING AND INTEGRATION OF ACQUISITIONS. The Company has
grown rapidly through acquisitions. Although the Company believes it has an
adequate infrastructure, there can be no assurance that the Company's current
management, personnel and other corporate infrastructure will be adequate to
manage the Company's growth. In addition, to the extent the success of the
Company's strategy is contingent on making further acquisitions, there can be
no assurance that the Company will be able to identify and acquire acceptable
acquisition candidates on terms favorable to the Company or that the Company
will be able to integrate such acquisitions successfully. Increased
competition for acquisition candidates may develop, in which event there may
be fewer acquisition opportunities available to the Company as well as higher
acquisition prices. There can be no assurance that the Company will be able to
continue to identify, acquire or profitably manage additional businesses or
successfully integrate acquired businesses, if any, into the Company without
substantial costs, delays or other operational or financial problems. Further,
acquisitions involve a number of special risks, including possible adverse
effects on the Company's operating results, diversion of management's
attention, failure to retain key acquired personnel, risks associated with
unanticipated events or liabilities and amortization of acquired intangible
assets, some or all of which could have a material adverse effect on the
Company's business, financial condition and results of operations.
10
<PAGE>
The Company may finance future acquisitions through the incurrence of
additional bank indebtedness, the utilization of cash from operations, the
proceeds of this Offering, the issuance of additional Common Stock or other
securities, or any combination thereof. In the event that the Common Stock
does not maintain a sufficient market value, or potential acquisition
candidates are otherwise unwilling to accept Common Stock or other securities
as part of the consideration for the sale of their businesses, the Company may
be required to utilize more of its cash resources or available funds under its
Credit Agreements in order to finance future acquisitions. If the Company does
not have sufficient cash resources, its ability to make acquisitions could be
limited unless it is able to obtain additional capital through debt or equity
financings. There can be no assurance that the Company will be able to obtain
all the financing it will need in the future on terms the Company deems
acceptable.
UNITED STATES AND CANADIAN POSTAL SERVICES. Because the great majority of
envelopes used in the United States and Canada are sent through the mail,
postal rates are a significant factor affecting the growth of envelope usage.
Historically, increases in postal rates, relative to changes in the cost of
alternative delivery means and/or advertising media, have resulted in
temporary reductions in the growth rate of mail sent. For example, third class
postal rates increased approximately 50% and 14% in 1991 and 1995,
respectively, contributing to a substantial leveling off in the growth rate of
third class mail sent during the periods following such increases. In 1997,
the U.S. Postal Service announced proposed rate increases of approximately 4%
for direct mail and 3% for first class mail, and a proposed 6% rate decrease
for prepaid, courtesy reply envelopes. The recent proposed postal rate
increases are significantly less than the cumulative rate of inflation since
the last postal rate increases. Management does not expect that these postal
rate increases will go into effect until mid-1998 and, if implemented, does
not anticipate the rate increases to negatively impact mail volume, although
there can be no assurance in that regard.
The Canadian Post Corporation (the "CPC") increased the basic postal rate by
approximately 4.7% in 1995, and approximately 6.7% in 1996, contributing to a
leveling off of the growth rate of mail sent during the periods immediately
following such increases. Although the CPC has announced its intention to
raise rates further in 1998, management believes such an increase will be
minimal and does not anticipate that it will have a negative impact on mail
volume. There can be no assurance, however, that future increases in United
States and/or Canadian postal rates will not have a material adverse effect on
the Company's financial condition and results of operations.
The CPC has been operating under an expired labor contract since May 1996.
Although no agreement has been reached, the parties continue to negotiate. In
the event of a work stoppage, the Canadian government has the right to call
the postal workers back to work, a power which it has exercised in previous
work stoppages. Although management believes that a short-term work stoppage
would not have a material, long-term impact on the Company's business, there
can be no assurance that any work stoppage would not be prolonged, or would
not have a material adverse effect on the Company.
LABOR RELATIONS. As of June 30, 1997, the Company had approximately 6,600
full-time employees, of which approximately 2,100 employees were members of 14
local labor unions. If unionized employees were to engage in a concerted
strike or other work stoppage, or if other employees were to become unionized,
the Company could experience a disruption of operations and higher labor
costs. The Company is currently negotiating new union contracts with respect
to four of its larger envelope printing and converting facilities, all of
which have been operating under tentative arrangements which are terminable on
short notice, while the Company's commercial printing facility in Portland is
operating under an extension of its existing agreement, which is not
terminable unless and until a legal impasse in negotiations has been reached.
No new agreement has been reached with respect to any of these plants. In
order to mitigate the effect of a potential work stoppage, the Company has
prepared a contingency plan for each of these locations. There can be no
assurance, however, that the Company's preparations will prevent a material
adverse effect on the Company's operations in the event of a protracted work
stoppage.
COST AND AVAILABILITY OF PAPER. The cost of paper represents a significant
portion of the Company's cost of materials. Increases in paper costs could
have a material adverse effect on the Company's results of operations
11
<PAGE>
and financial condition. Historically, the Company has been successful in
maintaining gross profit margins when paper prices increase by passing paper
price increases on to its customers and by receiving increased proceeds from
waste paper sales. There can be no assurance, however, that the Company will
be able to continue to pass on future increases in the cost of paper.
Moreover, rising paper costs and their consequent impact on the Company's
pricing could have a material adverse effect on the Company's volume of units
sold. For example, successive paper price increases during the latter part of
1995 and early 1996 resulted in a decline in demand for the Company's
products, particularly from the direct-mail advertising industry.
Proceeds from the sale of waste paper were equal to 1.1% of the Company's
net sales and 5.1% of the Company's gross profits for the six months ended
June 30, 1997. Prices for waste paper generally fluctuate in a pattern similar
to changes in raw paper prices. Accordingly, in a falling paper price
environment, the Company's proceeds from waste paper sales could decrease
significantly. Although management believes that the Company will be able to
generate waste paper proceeds in the future, there can be no assurance that
such proceeds will not decline from current levels.
Due to the significance of paper in the manufacture of most of the Company's
products, the Company is dependent upon the availability of paper. During
periods of tight paper supply, many paper producers allocate shipments of
paper based on the historical purchase levels of customers. As a result of the
Company's large volume paper purchases from several paper producers, the
Company generally has not experienced difficulty in obtaining adequate
quantities of paper, although occasionally the Company has experienced minor
delays in delivery. Although management believes that the Company's large
volume paper purchases will continue to enable the Company to receive adequate
supplies of paper in the future, there can be no assurance in this regard.
COMPETITION. The envelope and commercial printing industries in which the
Company competes are extremely fragmented and highly competitive. In the
envelope market, the Company competes primarily with a few multi-plant and
many single-plant companies servicing regional and local markets. The Company
also faces competition from alternative sources of communication and
information transfer such as facsimile machines, electronic mail, interactive
video disks, interactive television and electronic retailing. In the
commercial printing market, the Company competes against a number of large,
diversified and financially stronger printing companies, as well as regional
and local commercial printers, many of which are capable of competing with the
Company in both volume and production quality.
AVAILABILITY OF ALTERNATIVE DELIVERY MEDIA. The Company's envelope printing
and manufacturing business is highly dependent upon the demand for envelopes
sent through the mail. Such demand comes from utility companies, banks and
other financial institutions, among others. As the current trend towards usage
of the Internet and other electronic media by consumers for such purposes as
paying utility and credit card bills grows, the Company expects the demand for
envelopes for such purposes to decline. Although management believes that
overall demand for envelopes will continue to grow at rates comparable to
recent historical levels, there can be no assurance that competition from
alternative media will not have an adverse effect on such demand.
NATURE OF PRINTING BUSINESS. The envelope and high-impact color printing
businesses in which the Company competes are generally characterized by
individual orders from customers or short-term (less than one year) supply
contracts. In the high-impact color printing market in particular, customer
orders are typically for specific printing jobs, and continued or repeat
engagements for successive jobs depending upon the customer's satisfaction
with the services provided. Although the Company is not dependent upon any one
customer or group of customers, and management believes that the Company has
and will continue to have excellent relations with its customers, there can be
no assurance that any particular customer will continue to do business with
the Company over an extended period of time. In addition, the timing of
particular jobs or types of jobs at particular times of year may cause
fluctuations in the financial results of the Company's high-impact color
printing operations in any given quarter.
ASSET ENCUMBRANCES; RESTRICTIVE COVENANTS. The obligations of the Company
under the Credit Agreements are secured by a pledge of all of the capital
stock of Mail-Well I Corporation ("M-W Corporation"),
12
<PAGE>
a wholly-owned subsidiary of the Company, and all of M-W Corporation's
subsidiaries, and by a first priority security interest in substantially all
of the assets of M-W Corporation and its subsidiaries. If the Company becomes
insolvent or is liquidated, or if payment under the Credit Agreements is
accelerated, the lenders under the Credit Agreements would be entitled to
exercise the remedies available to secured lenders under applicable law and
pursuant to the Credit Agreements. Accordingly, such lenders will have a claim
on the assets of the Company and its subsidiaries prior to that of any
security holder.
The Credit Agreements and the indenture pursuant to which the 10 1/2% Senior
Subordinated Notes due 2004 were issued by M-W Corporation (the "Indenture")
contain numerous financial and operating covenants and require the Company and
its subsidiaries to meet certain financial ratios and tests. A failure to
comply with the obligations contained in the Credit Agreements or the
Indenture could result in an event of default under either the Credit
Agreements or the Indenture which could permit acceleration of the related
debt and acceleration of debt under other instruments that may contain cross-
acceleration or cross-default provisions.
CONTROL BY MANAGEMENT AND DIRECTORS. As of September 30, 1997, officers and
directors of the Company and entities affiliated with them beneficially owned
approximately 23.0% of the then outstanding shares of Common Stock. In
addition, the Company's employee stock ownership plan ("ESOP") owned
approximately 10.4% of the outstanding shares, of which approximately 5.0%
were unallocated and thus voted by management on all matters. As a result,
management and directors exercise substantial influence over the Company's
affairs.
VOLATILITY OF STOCK PRICE. Since the completion of the Company's initial
public offering in September 1995, the market price of the Common Stock has
fluctuated significantly. The Company believes that factors such as
announcements of developments related to the Company's business, sales by
competitors, including sales to the Company's customers, sales of the Common
Stock into the public market, including by members of management, developments
in the Company's relationship with its customers, partners, distributors and
suppliers, shortfalls or changes in analysts expectations for revenue, gross
margins, earnings or losses or other financial results, regulatory
developments, fluctuations in results of operations, seasonality and general
conditions in the Company's market or the markets served by the Company's
customers or the economy could cause the price of the Common Stock to
fluctuate substantially. In addition, the stock market has experienced extreme
price fluctuations which have often been unrelated to the operating
performance of affected companies. There can be no assurance that the market
price of the Common Stock will not decline substantially, or otherwise
continue to experience significant fluctuations in the future, including
fluctuations that are unrelated to the Company's operating performance.
HOLDING COMPANY STRUCTURE. The only asset of the Company is the capital
stock of M-W Corporation. Because all of the operations of the Company are
conducted through its subsidiaries, the Company's cash flow and consequently
its ability to service debt and pay dividends is dependent upon the cash flow
of its subsidiaries and the transfer of funds by its subsidiaries to the
Company in the form of loans, dividends or otherwise. The subsidiaries are
distinct legal entities and have no obligation, contingent or otherwise, to
pay any amounts due pursuant to the various obligations of indebtedness of the
Company or to make any funds available therefor, whether in the form of loans,
dividends or otherwise. Moreover, the Credit Agreements and the Indenture
restrict the Company's ability to pay dividends.
ENVIRONMENTAL COMPLIANCE. The Company's operations are subject to federal,
state and local environmental laws and regulations relating to air emissions,
waste generation, handling, management and disposal, and at certain
facilities, wastewater treatment and discharge. In addition, certain of the
Company's predecessors have been designated as potentially responsible parties
under the Comprehensive Environmental Response, Compensation and Liability Act
of 1980 with respect to off-site disposal of hazardous waste. While management
believes that the Company has minimal exposure as a result of such
designations and that the Company's current operations are in substantial
compliance with applicable environmental laws and regulations, there can be no
assurance that currently unknown matters, new laws and regulations, or
stricter interpretations of existing laws and regulations will not materially
affect the Company's business or operations in the future.
13
<PAGE>
DEPENDENCE ON KEY MANAGEMENT. The Company's success will continue to depend
to a significant extent on its executive officers and other key management
personnel. The Company has not currently entered into employment agreements
with its executive officers. There can be no assurance that the Company will
be able to retain its executive officers and key personnel or attract
additional qualified management in the future. In addition, the success of
certain of the Company's acquisitions may depend, in part, on the Company's
ability to retain management personnel of the acquired companies. The Company
does not carry key-person insurance on any of its managerial personnel.
14
<PAGE>
USE OF PROCEEDS
The Company intends to use the net proceeds estimated to be $ ($ if the
Underwriters' over-allotment option is exercised in full) from the sale of the
Common Stock offered by the Company to repay approximately $16.6 million
outstanding under the Company's existing bank credit facilities, with the
balance available for general corporate purposes, including, without
limitation, capital expenditures, possible future acquisitions, repayment of
outstanding indebtedness, working capital requirements and other corporate
purposes. The Company's credit facilities mature in 2003 and carry an interest
rate of LIBOR plus 175 basis points (7.41% at September 30, 1997). Pending any
of the foregoing applications, the net proceeds may be invested temporarily in
short-term, investment-grade, interest bearing securities or guaranteed
obligations of the United States government. The Company currently intends to
use the proceeds of the Convertible Note Offering to repay the remaining
balance outstanding under its credit facilities. In the event the Company does
not complete the Convertible Note Offering, the Company may use up to the
entire proceeds of the Offering made hereby to repay a greater portion of such
balance. See "Capitalization."
The Company will not receive any of the proceeds from the sale of the Common
Stock held by Selling Shareholders. See "Selling Shareholders" and
"Underwriting."
PRICE RANGE OF COMMON STOCK
The Common Stock has been listed on the NYSE since December 1996 under the
symbol "MWL." Prior to that time, the Common Stock was included in the Nasdaq
Stock Market's National Market (the "Nasdaq National Market") under the symbol
"MLWL." The following table sets forth, for the periods indicated, the range
of high and low sale prices per share of the Common Stock as reported by the
NYSE or the Nasdaq National Market, respectively.
<TABLE>
<CAPTION>
1995 HIGH LOW
---- ------ ------
<S> <C> <C>
Fourth Quarter................................................. $ 9.05 $ 7.12
<CAPTION>
1996
----
<S> <C> <C>
First Quarter.................................................. $ 8.50 $ 5.44
Second Quarter................................................. 6.53 5.19
Third Quarter.................................................. 6.95 5.53
Fourth Quarter................................................. 11.17 7.00
<CAPTION>
1997
----
<S> <C> <C>
First Quarter.................................................. $14.50 $10.50
Second Quarter................................................. 29.00 13.17
Third Quarter.................................................. 34.50 25.38
Fourth Quarter (to October 27, 1997)........................... 38.75 27.38
</TABLE>
In June 1997, the Common Stock was split 3-for-2, and all prices reflect
such split. As of September 30, 1997, there were approximately 377
stockholders of record. On October 27, 1997, the last reported sales price of
the Common Stock on the NYSE was $34.50 per share.
DIVIDEND POLICY
The Company has not paid or declared a dividend on Common Stock since its
incorporation. The Company does not anticipate declaring or paying any
dividends on Common Stock in the foreseeable future because it intends to
retain earnings to finance the expansion of business, to repay indebtedness
and for general corporate purposes. Any declaration and payment of future
dividends will be at the discretion of the Board of Directors and will depend
upon, among other things, the Company's earnings, financial condition, capital
requirements, level of indebtedness, contractual restrictions with respect to
payments of dividends and other relevant factors. Certain of the Company's
indebtedness limits the amount of dividends the Company could pay before
causing a default thereunder.
15
<PAGE>
CAPITALIZATION
The following table sets forth the historical capitalization of the Company
as of September 30, 1997 and as adjusted to reflect the application of the
estimated net proceeds from the shares sold by the Company in the Offering and
in the Convertible Note Offering being made concurrently with the Offering.
See "Prospectus Summary--The Offering." This presentation should be read in
conjunction with the financial statements of the Company and related notes
thereto incorporated by reference herein.
<TABLE>
<CAPTION>
SEPTEMBER 30, 1997
----------------------
HISTORICAL AS ADJUSTED
---------- -----------
(DOLLARS IN THOUSANDS)
<S> <C> <C>
Current liabilities:
Current portion of long-term debt and capital leases.. $ 16,938 $ 334(1)
Long-term liabilities:
Capital leases........................................ 2,762 2,762
Bank borrowings....................................... 145,185 -- (1)
Senior Subordinated Notes............................. 85,000 85,000
Convertible Notes..................................... -- 150,000
Other long-term debt.................................. 5,472 5,472
-------- ----------
Total long-term liabilities......................... 238,419 243,234
Minority interest....................................... 3,500 3,500
Stockholders' equity:
Preferred stock, $0.01 par value, 25,000 shares
authorized, none issued and outstanding.............. -- --
Common stock, $0.01 par value, 30,000,000 shares
authorized; 18,834,732 issued and outstanding; and
21,959,732 issued and outstanding, as adjusted....... 188 220(2)
Paid-in capital....................................... 99,226 193,694(2)
Retained earnings..................................... 47,728 38,904(3)
Unearned ESOP compensation............................ (3,307) (3,307)
Cumulative foreign currency translation adjustment.... (313) (313)
Pension liability adjustment.......................... (110) (110)
-------- ----------
Total stockholders' equity.......................... 143,412 229,088
-------- ----------
Total capitalization.................................... $402,269 $476,156
======== ==========
</TABLE>
- --------
(1) Reflects the application of the estimated net proceeds of the Convertible
Note Offering plus a portion of the estimated net proceeds of the Offering
made hereby.
(2) Reflects the application of the estimated net proceeds of the Offering
made hereby.
(3) Reflects effect of an extraordinary charge for the write-off of $8,824,000
in deferred financing costs upon repayment of outstanding debt.
16
<PAGE>
SELECTED FINANCIAL DATA
The summary of historical financial data presented below is derived from the
historical audited financial statements of the Company and its predecessors,
GP Envelope and Pavey, except for the data presented below for the interim
periods as of June 30, 1997 and 1996, and for the periods then ended, and as
of December 31, 1992 and for the year then ended, for GP Envelope which is
derived from the unaudited financial statements which, in the opinion of
management, reflect all adjustments, consisting of only normal, recurring
adjustments, necessary for a fair presentation of such information. The
historical balance sheet data as of December 31, 1994 include GP Envelope and
Pavey which were acquired on February 24, 1994 and American Envelope which was
acquired on December 19, 1994. The operations of GP Envelope, Pavey, American
Envelope, Supremex, Graphic Arts Center, Quality Park Products, Pac National
Group Products and Shepard Poorman Communications have been included in the
historical income statement data of the Company from their respective dates of
acquisition. The data presented below should be read in conjunction with the
Management's Discussion and Analysis of Financial Condition and Results of
Operations, the historical financial statements and the related notes thereto
included in the Forms 10-K and 10-Q (and Amendments on Form 10-K/A and 10-Q/A,
respectively) incorporated herein by reference.
<TABLE>
<CAPTION>
PREDECESSOR COMPANIES(1)
--------------------------
SIX MONTHS PERIOD FROM PERIOD FROM
ENDED YEAR ENDED FEBRUARY 24, JANUARY 1, YEAR ENDED
JUNE 30, DECEMBER 31, 1994 THROUGH 1994 THROUGH DECEMBER 31,
------------- ------------- DECEMBER 31, FEBRUARY 23, -------------
1997 1996 1996 1995 1994 1994 1993 1992
------ ------ ------ ------ ------------ ------------ ------ ------
(IN MILLIONS, EXCEPT PER SHARE AMOUNTS)
<S> <C> <C> <C> <C> <C> <C> <C> <C>
INCOME STATEMENT DATA:
Net sales............... $419.5 $378.8 $778.5 $596.8 $225.7 $36.6 $252.0 $262.7
Cost of sales........... 326.6 301.8 611.6 470.8 176.7 32.7 206.0 212.3
Other operating costs... 59.5 50.3 106.0 78.4 30.4 5.9 39.4 38.6
------ ------ ------ ------ ------ ----- ------ ------
Operating income
(loss)................. 33.4 26.7 60.9 47.6 18.6 (2.0) 6.6 11.8
Interest expense - debt. 9.1 14.1 26.9 27.0 12.9 .0 .3 .4
Interest expense -
amortization of
deferred financing
costs.................. 1.4 1.4 3.6 2.3 1.0 -- -- --
Other (income) expense.. 1.0 .0 1.2 .7 (.2) -- -- --
Provision (benefit) for
income taxes........... 9.3 4.8 12.3 7.2 2.2 (.7) 2.5 4.3
------ ------ ------ ------ ------ ----- ------ ------
Income (loss) before
extraordinary item..... 12.6 6.4 16.9 10.4 2.7 (1.3) 3.8 7.1
Extraordinary item...... -- -- -- 2.4(2) -- -- -- --
------ ------ ------ ------ ------ ----- ------ ------
Net income (loss)....... $ 12.6 $ 6.4 $ 16.9 $ 8.0 $ 2.7 $(1.3) $ 3.8 $ 7.1
====== ====== ====== ====== ====== ===== ====== ======
PER SHARE DATA(3):
Income before
extraordinary item..... $ .68 $ .36 $ .95 $ .91 $ .31
Extraordinary item...... -- -- -- .21(2) --
------ ------ ------ ------ ------
Net income.............. $ .68 $ .36 $ .95 $ .70 $ .31
====== ====== ====== ====== ======
Weighted average shares
outstanding............ 18.4 17.8 17.9 11.4 8.8
====== ====== ====== ====== ======
BALANCE SHEET DATA:
Working capital......... $ 29.1 $ 85.2 $ 22.1 $ 89.8 $ 67.3
Total assets............ 479.6 510.7 470.9 500.4 307.7
Total long term debt,
excluding current
portion................ 200.7 292.2 209.9 295.9 229.4
Total liabilities....... 344.8 401.0 349.7 398.1 283.3
Total stockholders'
equity................. 134.8 109.7 121.2 102.3 23.7
</TABLE>
- --------
(1) Per share and balance sheet data are not presented for these periods as
operations were those of predecessor companies.
(2) Extraordinary item arising from the early extinguishment of debt.
(3) In June 1997, the Common Stock was split 3-for-2 and all share and per
share information has been restated to reflect the split.
17
<PAGE>
MANAGEMENT
The names, ages (as of December 31, 1996), positions with the Company and
the business experience over the past five years of the executive officers and
directors of the Company are set forth below. Each director is elected for a
one year term or until his successor is elected.
<TABLE>
<CAPTION>
NAME AGE POSITION(S)
---- --- -----------
<S> <C> <C>
Gerald F. Mahoney......... 53 Chairman of the Board and Chief Executive Officer,
Director
Paul V. Reilly............ 44 Senior Vice President, Finance and Chief Financial
Officer
Roger Wertheimer.......... 37 Vice President, General Counsel and Secretary
Robert J. Terry........... 56 President and Chief Operating Officer--U.S.
Envelope Operations, Director
Frank P. Diassi(1)........ 64 Director
J. Bruce Duty(1)(2)....... 45 Director
Frank J. Hevrdejs(1)...... 51 Director
Jerome W. Pickholz(2)(3).. 64 Director
W. Thomas Stephens(3)..... 54 Director
</TABLE>
- --------
(1) Member of the Compensation Committee.
(2) Member of the Audit Committee.
(3) Member of the Nominating Committee.
Gerald F. Mahoney has been a director, Chairman of the Board and Chief
Executive Officer of the Company since February 1994. He was Chairman of the
Board, President and Chief Executive Officer of Pavey Envelope & Tag Corp.,
from January 1991 until it became a subsidiary of the Company in February
1994. From January 1990 to the present, he has also served as President of
Saddle River Capital, an investment banking firm. Mr. Mahoney devotes
substantially all of his time to the Company in his capacity as Chairman and
CEO. From June 1987 to September 1989, Mr. Mahoney served as President of
Transkrit Corp., a business forms manufacturing company.
Paul V. Reilly has been Senior Vice President, Finance and Chief Financial
Officer of the Company since April 1997, and has been with the Company since
June 1995. Mr. Reilly spent 14 years with Polychrome Corporation, a prepress
supplier to the printing industry, where he held a number of positions
including Assistant Corporate Treasurer, Corporate Treasurer, Vice President
and Chief Financial Officer, and General Manager of United States Operations.
During 1994 and 1995, Mr. Reilly worked with Saddle River Capital, an
investment banking firm which purchased and managed small businesses, and more
recently as Vice President with a direct marketer of educational materials.
Mr. Reilly is a Certified Public Accountant.
Roger Wertheimer has been Vice President, General Counsel and Secretary of
the Company since February 1995. Mr. Wertheimer has been engaged in the
practice of law since 1984. He previously served as Corporate Counsel for PACE
Membership Warehouse, Inc., from 1988 to 1994 and practiced as a private legal
practitioner from March 1994 until February 1995, when he joined the Company.
Robert J. Terry has been a director of the Company since February 1994. Mr.
Terry is currently President and Chief Operating Officer of the Company's U.S.
Envelope Operations. He originally joined GP Envelope, the Company's
predecessor, in May 1964. Mr. Terry served as Executive Vice President of the
Mail-Well Envelope Division of Georgia-Pacific from December 1991 to February
1994, and served as Regional Vice President of Butler Paper Company, a
subsidiary of Georgia-Pacific, and as Vice President of Georgia-Pacific's
Mail-Well Envelope Division prior to that time. Mr. Terry served on the Board
of the Envelope Manufacturers Association from 1992 to 1996, and currently
serves on the Board of the Denver Better Business Bureau.
18
<PAGE>
Frank P. Diassi has been a director of the Company since February 1994. He
is currently managing general partner of the Unicorn Group, an investment
company. He organized the Unicorn Group in 1982 and has originated investments
in over 39 entrepreneurial companies. His primary area of interest is in
chemical and related industries. Since August 1996, Mr. Diassi has been
Chairman of Sterling Chemicals, Inc., a manufacturer of commodity
petrochemicals and chemicals primarily in the pulp and paper industry. He was
a founding director of Arcadian Corporation, the largest nitrogen fertilizer
company in North America. Mr. Diassi was director and Chairman of the Finance
Committee of Arcadian Corporation from 1989 to 1994. Mr. Diassi serves as a
member of the Compensation Committee of the Board of Directors.
J. Bruce Duty has been a director of the Company since February 1994. Since
July 1993 he has been Senior Vice President of Capital Southwest Corporation,
a venture capital investment firm. From July 1982 to June 1993, he was Vice
President of Capital Southwest Corporation. Mr. Duty serves as a member of
both the Audit and Compensation Committees of the Board of Directors.
Frank J. Hevrdejs has been a director of the Company since its inception in
November 1993. In 1982, Mr. Hevrdejs co-founded The Sterling Group, Inc., a
major management buyout company. Mr. Hevrdejs is a principal and president of
The Sterling Group, Inc. Additionally, he is Chairman of First Sterling
Ventures Corp., an investment company, Endoro Holdings, Inc., a structural and
electrical manufacturing company, and Fibreglass Holdings, Inc., a truck
accessory manufacturer. He is also a board member and a member of the
executive committee of Purina Mills, Inc., an animal feed producer, and a
board member of Eagle U.S.A., an air-freight company. Mr. Hevrdejs serves as
Chairman of the Compensation Committee of the Board of Directors.
Jerome W. Pickholz has been a director of the Company since June 1994. From
1978 to 1994, he was Chief Executive Officer of Ogilvy & Mather Direct
Worldwide, a direct advertising agency. From 1994 to June 1995, he served as
Chairman of the Board of Ogilvy & Mather Direct Worldwide. Since January 1996,
Mr. Pickholz has served as founder and Chairman of Pickholz, Tweedy, Cowan,
L.L.C., a marketing communications company. Mr. Pickholz serves as a member of
the Audit Committee and the Nominating Committee of the Board of Directors.
W. Thomas Stephens has been a director of the Company since March 1996.
Since September 1996, Mr. Stephens has been retired from Johns Manville
Corporation (formerly Schuller Corporation). From 1986 to September 1996, he
served as Chief Executive Officer and President of Johns Mansville
Corporation, a building materials and forest products company. Mr. Stephens
also served as Chairman of Johns Mansville Corporation from June 1990 to
September 1996, and as Executive Vice President and CFO from 1984 to 1986. Mr.
Stephens serves as director on the boards of Public Service of Colorado, a
utility company, and Stillwater Mining Company, a mining company. Mr. Stephens
is a trustee of the Eagle-Picher Trust. Mr. Stephens serves as Chairman of the
Nominating Committee of the Board of Directors.
19
<PAGE>
SELLING SHAREHOLDERS
The following table lists the Selling Shareholders for whose account the
Shares are being offered hereby, the relationship each Selling Shareholder has
had with the Company in the last three years, the number of shares (and
percentage if greater than one percent) of Common Stock held by such Selling
Shareholder prior to the offering, the number of Shares being offered hereby
for the Selling Shareholder's account, and (if greater than one percent) the
percentage of the outstanding Common Stock to be owned by such Selling
Shareholder after completion of the offering:
<TABLE>
<CAPTION>
SHARES BENEFICIALLY SHARES BENEFICIALLY
OWNED PRIOR OWNED AFTER
TO THE OFFERING THE OFFERING
----------------------- ----------------------
SHARES
NAME NUMBER PERCENT OFFERED NUMBER PERCENT
- ---- ------------ ---------------- ----------- ----------
<S> <C> <C> <C> <C> <C>
Gerald F. Mahoney 1,047,364 5.6 300,000 747,364 3.4
Paul V. Reilly 53,726 * 3,700 50,026 *
Roger Wertheimer 16,352 * 1,500 14,852 *
Robert J. Terry 182,439 * 33,000 149,439 *
Frank J. Hevrdejs 1,123,750 6.0 345,000 778,750 3.6
Jerome W. Pickholz 39,145 * 12,000 27,145 *
</TABLE>
- --------
* less than one percent.
The information in this table with respect to the percentage of outstanding
Common Stock is based on the assumption that the number of outstanding shares
of Common Stock does not increase or decrease from the number of shares of
Common Stock used to prepare this table as of the date of this Prospectus. The
Company may amend or supplement this Prospectus to update the disclosure set
forth herein.
20
<PAGE>
SHARES ELIGIBLE FOR FUTURE SALE
Sales of substantial amounts of Common Stock in the public market may have
an adverse effect on the market price of the Common Stock. Of the 18,834,732
shares outstanding at September 30, 1997, 12,651,335 shares are freely
tradeable. Pursuant to the Convertible Notes Offering, the Company will have
$150 million aggregate principal amount of convertible subordinated notes
outstanding, which securities will be convertible into additional shares of
Common Stock, all of which will be freely tradeable upon issuance. The number
of shares of Common Stock to be issued pursuant to the notes has not yet been
determined. In addition, and as of September 30, 1997, 6,183,397 shares are
otherwise available for resale into the public market pursuant to Rule 144
under the Securities Act.
The Company, its directors and executive officers and the Selling
Shareholders, who hold an aggregate of 4,324,648 shares of Common Stock have
entered into lock-up agreements with the representatives of the Underwriters,
pursuant to which they have agreed that they will not, directly or indirectly,
offer, sell, offer to sell, contract to sell, pledge, grant any option to
purchase or otherwise sell or dispose (or announce any offer, sale, offer of
sale, contract of sale, pledge, grant of any option to purchase or other sale
or disposition) of any shares of Common Stock or any securities convertible
into, or exchangeable or exercisable for, shares of Common Stock, without the
prior written consent of Prudential Securities Incorporated on behalf of the
Underwriters, for a period of 90 days after the date of this Prospectus,
except for shares offered pursuant to this offering and issuances pursuant to
the exercise of options granted under employee benefit plans existing as of
the date of this Prospectus or pursuant to the terms of convertible securities
or warrants of the Company outstanding as of the date of this Prospectus.
Prudential Securities Incorporated may, in its sole discretion, at any time
and without notice, release all or any portion of the shares subject to such
lock-up agreements. All remaining 3,629,448 shares (assuming the sale of
695,200 shares by the Selling Shareholders in the Offering) will become
available for sale 90 days after the date of this Prospectus upon expiration
of these lock-up agreements, subject to compliance with Rule 144 or Rule 701
promulgated under the Securities Act.
21
<PAGE>
UNDERWRITING
The Underwriters named below (the "Underwriters"), for whom Prudential
Securities Incorporated, Bear Stearns & Co. Inc., Donaldson, Lufkin & Jenrette
Securities Corporation and Hanifen, Imhoff Inc. are acting as representatives
(collectively, the "Representatives"), have severally agreed, subject to the
terms and conditions contained in the underwriting agreement (the
"Underwriting Agreement"), to purchase from the Company and the Selling
Shareholders the number of shares of Common Stock set forth below opposite
their respective names:
<TABLE>
<CAPTION>
NUMBER
UNDERWRITER OF SHARES
----------- ---------
<S> <C>
Prudential Securities Incorporated.................................
Bear, Stearns & Co. Inc............................................
Donaldson, Lufkin & Jenrette Securities Corporation................
Hanifen, Imhoff Inc................................................
---------
Total........................................................ 3,820,200
=========
</TABLE>
The Company and the Selling Shareholders are obligated to sell, and the
Underwriters are obligated to purchase, all of the shares of Common Stock
offered hereby, if any are purchased.
The Underwriters, through their Representatives, have advised the Company
and the Selling Shareholders that they propose to offer the Common Stock
initially at the public offering price set forth on the cover page of this
Prospectus; that the Underwriters may allow to selected dealers a concession
of $ per share; and that such dealers may reallow a concession of $ per
share to certain other dealers. After the public offering, the offering price
and the concessions may be changed by the Representatives.
The Company has granted the Underwriters an option, exercisable for 30 days
from the date of this Prospectus, to purchase up to 573,030 additional shares
of Common Stock at the public offering price, less underwriting discounts and
commissions, as set forth on the cover page of this Prospectus. The
Underwriters may exercise such option solely for the purpose of covering over-
allotments incurred in the sale of the shares of Common Stock offered hereby.
To the extent such option to purchase is exercised, each Underwriter will
become obligated, subject to certain conditions, to purchase approximately the
same percentage of additional shares as the number of shares set forth next to
such Underwriter's name in the preceding table bears to 3,820,200.
The Company and the Selling Shareholders have agreed to indemnify the
several Underwriters and contribute to any losses arising out of certain
liabilities, including liabilities under the Securities Act.
The Company, its executive officers and directors, including the Selling
Shareholders holding an aggregate of approximately 4,324,648 shares of Common
Stock have agreed that they will not, directly or indirectly, offer, sell,
offer to sell, contract to sell, pledge, grant any option to purchase or
otherwise sell or dispose (or announce any offer, sale, offer of sale,
contract of sale, pledge, grant of any option to purchase or other sale or
disposition) of any shares of Common Stock or any securities convertible into,
or exchangeable or exercisable for, shares of Common Stock, without the prior
written consent of Prudential Securities Incorporated on behalf of the
Underwriters, for a period of 90 days after the date of this Prospectus,
except for shares offered pursuant to this offering and issuances pursuant to
the exercise of options granted under employee benefit plans existing as of
the date of this Prospectus or pursuant to the terms of convertible securities
or warrants of the Company outstanding as of the date of this Prospectus.
Prudential Securities Incorporated may, in its sole discretion, at any time
and without notice, release all or any portion of the shares subject to such
lock-up agreements.
In connection with the Offering, certain Underwriters (and selling group
members if any) and their respective affiliates may engage in transactions
that stabilize, maintain or otherwise affect the market price of the Common
Stock. Such transactions may include stabilization transactions effected in
accordance with Rule 104 of Regulation M, pursuant to which such persons may
bid for or purchase Common Stock for the purpose of
22
<PAGE>
stabilizing its market price. The Underwriters also may create a short
position for the account of the Underwriters by selling more Common Stock in
connection with the Offering than they are committed to purchase from the
Company and the Selling Shareholders, and in such case may purchase Common
Stock in the open market following completion of the Offering to cover all or
a portion of such short position. The Underwriters may also cover all or a
portion of such short position, up to 573,030 shares of Common Stock, by
exercising the Underwriters' over-allotment option referred to above. In
addition, Prudential Securities Incorporated, on behalf of the Underwriters,
may impose "penalty bids" under contractual arrangements with the Underwriters
whereby it may reclaim from an Underwriter (or any selling group member
participating in the Offering) for the account of the other Underwriters, the
selling concession with respect to Common Stock that is distributed in the
Offering but subsequently purchased for the account of the Underwriters in the
open market. Any of the transactions described in this paragraph may result in
the maintenance of the price of the Common Stock at a level above that which
might otherwise prevail in the open market. None of the transactions described
in this paragraph are required and, if they are undertaken, then they may be
discontinued at any time.
The Underwriters are also acting as underwriters of the Convertible Note
Offering. See "Prospectus Summary--The Offering."
LEGAL MATTERS
The validity of the issuance of the shares of Common Stock offered has been
passed upon for the Company by Rothgerber, Appel, Powers & Johnson LLP,
Denver, Colorado. Certain legal matters relating to the offering will be
passed upon for the Underwriters by Andrews & Kurth LLP.
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.
23
<PAGE>
- -------------------------------------------------------------------------------
- -------------------------------------------------------------------------------
NO DEALER, SALESPERSON OR ANY OTHER PERSON HAS BEEN AUTHORIZED TO GIVE ANY
INFORMATION OR TO MAKE ANY REPRESENTATIONS OTHER THAN THOSE CONTAINED IN THIS
PROSPECTUS IN CONNECTION WITH THE OFFER MADE BY THIS PROSPECTUS AND, IF GIVEN
OR MADE, SUCH INFORMATION OR REPRESENTATIONS MUST NOT BE RELIED UPON AS HAVING
BEEN AUTHORIZED BY THE COMPANY, ANY OF THE SELLING SHAREHOLDERS OR ANY OF THE
UNDERWRITERS. THIS PROSPECTUS DOES NOT CONSTITUTE AN OFFER TO SELL OR THE
SOLICITATION OF ANY OFFER TO BUY ANY SECURITY OTHER THAN THE SHARES OF COMMON
STOCK OFFERED BY THIS PROSPECTUS, NOR DOES IT CONSTITUTE AN OFFER TO SELL OR A
SOLICITATION OF ANY OFFER TO BUY THE SHARES OF COMMON STOCK BY ANYONE IN ANY
JURISDICTION IN WHICH SUCH OFFER OR SOLICITATION IS NOT AUTHORIZED, OR IN
WHICH THE PERSON MAKING SUCH 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,
UNDER ANY CIRCUMSTANCES, CREATE ANY IMPLICATION THAT THE INFORMATION HEREIN IS
CORRECT AS OF ANY TIME SUBSEQUENT TO THE DATE HEREOF.
---------------
TABLE OF CONTENTS
<TABLE>
<CAPTION>
PAGE
----
<S> <C>
Available Information...................................................... 3
Incorporation of Certain Documents by Reference............................ 3
Prospectus Summary......................................................... 4
The Company................................................................ 8
Recent Acquisitions........................................................ 9
Risk Factors............................................................... 10
Use of Proceeds............................................................ 15
Price Range of Common Stock................................................ 15
Dividend Policy............................................................ 15
Capitalization............................................................. 16
Selected Financial Data.................................................... 17
Management................................................................. 18
Selling Shareholders....................................................... 20
Shares Eligible for Future Sale............................................ 21
Underwriting............................................................... 22
Legal Matters and Experts.................................................. 23
</TABLE>
- -------------------------------------------------------------------------------
- -------------------------------------------------------------------------------
- -------------------------------------------------------------------------------
- -------------------------------------------------------------------------------
3,820,200 Shares
[LOGO OF MAIL-WELL, INC. APPEARS HERE]
MAIL-WELL, INC.
Common Stock
---------------
PROSPECTUS
---------------
PRUDENTIAL SECURITIES INCORPORATED
BEAR, STEARNS & CO. INC.
DONALDSON, LUFKIN & JENRETTE
SECURITIES CORPORATION
HANIFEN, IMHOFF INC.
November , 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 registration and New
York Stock Exchange listing fees), all of which are to be borne by the
Registrant, are as follows:
<TABLE>
<S> <C>
Printing Expenses............................................... $ 60,000
Accounting Fees and Expenses.................................... 35,000
Legal Fees and Expense.......................................... 50,000
Registrar and Transfer Agent Fees............................... 1,000
SEC Registration Fee............................................ 46,270
New York Stock Exchange Listing Fees............................ 10,500
Blue Sky Fees................................................... 5,000
Miscellaneous................................................... 5,000
--------
TOTAL......................................................... $212,770
========
</TABLE>
ITEM 15. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
Section 7-109-101 et seq. of the Colorado Business Corporation Act ("CBCA")
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."
The Company has entered into Indemnity Agreements with its directors and
certain key officers pursuant to which the Company generally is obligated to
indemnify its directors and such officers to the full extent permitted by the
CBCA as described above.
II-1
<PAGE>
The Company has purchased liability insurance policies covering directors and
officers in certain circumstances.
ITEM 16. EXHIBITS.
The following Exhibits are filed as a part of this Registration Statement
pursuant to Item 601 of Regulation S-K:
<TABLE>
<CAPTION>
EXHIBIT
NUMBER
-------
<C> <S>
*1.1 Underwriting Agreement
4.1 Form of Certificate representing the Common Stock, par value
$0.01 per share, of the Company--incorporated by reference from
exhibit 4.1 of the Company's Amendment No. 1 to the Form S-3
filed on October 29, 1997 (Reg. No. 333-35561);
4.2 The Company's Articles of Incorporation--incorporated by
reference from exhibit 3(i) of the Company's Form 10-Q for the
quarter ended June 30, 1997
5.1 Legal Opinion of Rothgerber, Appel, Powers & Johnson LLP
23.1 Consent of Rothgerber, Appel, Powers & Johnson LLP (Reference is
made to Exhibit 5.1)
23.2 Consent of Deloitte & Touche LLP
24.1 Power of Attorney (included on the signature page of this
Registration Statement)
</TABLE>
- --------
* To be filed by amendment.
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 to include any
material information with respect to the plan of distribution not
previously disclosed in the registration statement or any material change
to such information in the registration statement;
(2) That, for the 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 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-2
<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 OCTOBER 29, 1997.
MAIL-WELL, INC.
/s/ Gerald F. Mahoney
By: _________________________________
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.
SIGNATURE TITLE DATE
/s/ Gerald F. Mahoney Chairman of the October 29, 1997
- ------------------------------------- Board/ Chief
GERALD F. MAHONEY Executive
Officer/Director
/s/ Paul V. Reilly Senior Vice October 29, 1997
- ------------------------------------- President/Chief
PAUL V. REILLY Financial Officer
(principal
financial officer
and principal
accounting officer)
/s/ Robert J. Terry President and October 29, 1997
- ------------------------------------- C.E.O., U.S.
ROBERT J. TERRY Envelope
Operations/
Director
/s/ Frank P. Diassi Director October 29, 1997
- -------------------------------------
FRANK P. DIASSI
II-3
<PAGE>
SIGNATURE TITLE DATE
/s/ J. Bruce Duty Director October 29, 1997
- -------------------------------------
J. BRUCE DUTY
/s/ Frank J. Hevrdejs Director October 29, 1997
- -------------------------------------
FRANK J. HEVERDEJS
/s/ Jerome W. Pickholz Director October 29, 1997
- -------------------------------------
JEROME W. PICKHOLZ
/s/ W. Thomas Stevens Director October 29, 1997
- -------------------------------------
W. THOMAS STEVENS
II-4
<PAGE>
INDEX TO EXHIBITS
<TABLE>
<CAPTION>
EXHIBIT NO. EXHIBITS
----------- --------
<C> <S>
*1.1 Underwriting Agreement
4.1 Form of Certificate representing the Common Stock, par value $0.01
per share, of the Company--incorporated by reference from exhibit
4.1 of the Company's Amendment No. 1 to the Form
S-3 filed on October 29, 1997 (Reg. No. 333-35561);
4.2 The Company's Articles of Incorporation--incorporated by reference
from exhibit 3(i) of the Company's Form 10-Q for the quarter
ended June 30, 1997
5.1 Legal Opinion of Rothgerber, Appel, Powers & Johnson LLP
Consent of Rothgerber, Appel, Powers & Johnson LLP (Reference is
23.1 made to Exhibit 5.1)
23.2 Consent of Deloitte & Touche LLP
24.1 Power of Attorney (included on the signature page attached to this
Registration Statement)
</TABLE>
- --------
* To be filed by amendment.
II-5
<PAGE>
Exhibit 5.1
[LETTERHEAD OF ROTHGERBER, APPEL, POWERS & JOHNSON LLP]
October 29, 1997
Mail-Well, Inc.
23 Inverness Way, Suite 160
Englewood, Colorado 80112
Ladies and Gentleman:
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 October 29, 1997, with
respect to the offer and sale by certain shareholders of the Company of 695,200
shares of common stock, $0.01 par value (the "Selling Shareholder Shares") and
the offer and sale by the Company of 3,125,000 of shares of common stock, $0.01
par value ("Company Shares").
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
1) the Selling Shareholder Shares have been duly authorized and issued, and are
fully paid and nonassessable; and 2) when the Company Shares are registered
under the Securities Act of 1933, as amended, and issued as provided in the
Registration Statement, said shares will be authorized, fully paid and
nonassessable.
We hereby consent to the filing of this opinion with the Commission as
an exhibit to the Registration Statement. We also consent to 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 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.
/s/ Deloitte & Touche LLP
DELOITTE & TOUCHE LLP
Denver, Colorado
October 27, 1997
