<PAGE>
As filed with the Securities and Exchange Commission on December 12, 1997
REGISTRATION NO. 333-35561
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
AMENDMENT NO.2 TO
FORM S-3
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
MAIL-WELL, INC.
(Exact Name of Registrant as Specified in its Charter)
23 INVERNESS WAY,
COLORADO SUITE 160 84-1250533
(State or Other Jurisdiction of ENGLEWOOD, CO 80112 (I.R.S. Employer
Incorporation or Organization) (303) 790-8023 Identification Number)
(Address, including zip code, and telephone number, including area code, of
registrant's principal executive offices)
ROGER WERTHEIMER, ESQ.
23 INVERNESS WAY, SUITE 160
ENGLEWOOD, CO 80112
(303) 790-8023
(Name, address, including zip code, and telephone number, including area code,
of agent for service)
COPIES TO:
Herbert H. Davis III, Esq.
Rothgerber, Appel, Powers & Johnson LLP
1200 Seventeenth Street, Suite 3000
Denver, Colorado 80202
(303) 623-9000
Approximate date of commencement of proposed sale to the public: from time to
time after this Registration Statement becomes effective.
If the only securities being registered on this form are being offered
pursuant to dividend or interest reinvestment plans, please check the following
box. [_]
If any of the securities being registered on this form are to be offered on a
delayed or continuous basis pursuant to Rule 415 of the Securities Act of 1933,
other than securities offered only in connection with dividend or interest
reinvestment plans, check the following box. [X]
If this Form is filed to register additional securities for an offering
pursuant to Rule 462(b) under the Securities Act, please check the following box
and list the Securities Act registration statement number of the earlier
effective registration statement for the same offering. [_]
If this Form is a post-effective amendment filed pursuant to Rule 462(c) under
the Securities Act, check the following box and list the Securities Act
registration statement number of the earlier effective registration statement
for the same offering. [_]
If delivery of the prospectus is expected to be made pursuant to Rule 434,
please check the following box. [_]
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.
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PROSPECTUS
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36,531 Shares
MAIL-WELL, INC.
COMMON STOCK
This Prospectus relates to the offering, which is not being underwritten, of
up to 36,531 shares of common stock, par value $0.01 per share (the "Shares") of
Mail-Well, Inc. ("Mail-Well" or the "Company") which may be offered from time to
time by Edward R. Whitehead, a shareholder of the Company, or by authorized
transferees (the "Selling Shareholder"). The Company will receive no part of
the proceeds of such sales. All of the Shares were originally issued by the
Company in connection with the purchase of 100% of the outstanding stock of The
Allied Printers, pursuant to an exemption from the registration requirements of
the Securities Act of 1933, as amended (the "Act"), provided by Section 4(2) of
the Act and Regulation D thereunder. The Shares are being registered by the
Company pursuant to the Stock Purchase Agreement dated July 11, 1997 between the
Company and Edward R. Whitehead.
The Company's Common Stock is listed on the New York Stock Exchange under the
symbol "MWL". The Shares may be offered by the Selling Shareholder from time to
time in one or more transactions on the New York Stock Exchange at prices
prevailing therein, in negotiated transactions at such prices as may be agreed
upon, or in a combination of such methods of sale. See "Plan of Distribution."
The price at which any of the Shares may be sold, and the commissions, if any,
paid in connection with any such sale, are unknown and may vary from transaction
to transaction. The Company will pay all expenses incident to the offering and
sale of the Shares to the public other than any commissions and discounts of
underwriters, dealers or agents and any transfer taxes. See "Selling
Shareholder" and "Plan of Distribution."
___________________
SEE "RISK FACTORS" ON PAGES 4 TO 7 FOR A DISCUSSION OF CERTAIN FACTORS THAT
SHOULD BE CONSIDERED BY PROSPECTIVE INVESTORS IN CONNECTION WITH AN INVESTMENT
IN THE SECURITIES.
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES AND
EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION NOR HAS THE SECURITIES
AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION PASSED UPON THE
ACCURACY OR ADEQUACY OF THIS PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS A
CRIMINAL OFFENSE.
The date of this Prospectus is December 12, 1997
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AVAILABLE INFORMATION
The Company is subject to the informational requirements of the Securities
Exchange Act of 1934, as amended (the "Exchange Act"), and in accordance
therewith, files reports, proxy statements and other information with the
Securities and Exchange Commission (the "Commission"). Such reports, proxy
statements and other information can be inspected and copied at the public
reference facilities maintained by the Commission at Judiciary Plaza, 450 Fifth
Street, N.W. Washington, D.C. 20549; 7 World Trade Center, 13th Floor, New York,
New York 10048; and Citicorp Center, 500 West Madison Street, Suite 1400,
Chicago, Illinois 60661. Copies of such material can be obtained at prescribed
rates from the Public Reference Section of the Commission at 450 Fifth Street,
N.W. Washington, D.C. 20549. Such reports and other information concerning the
Company may also be inspected at the offices of the New York Stock Exchange, 20
Broad Street, New York, New York 10005. The Commission also maintains a site on
the World Wide Web at http://www.sec.gov that contains reports, proxy and
information statements and other information regarding registrants that file
electronically with the Commission.
The Company has filed with the Commission a registration statement on Form S-3
(including all amendments thereto, the "Registration Statement") under the
Securities Act of 1933, as amended (the "Securities Act"), with respect to the
Securities offered hereby. As permitted by the rules and regulations of the
Commission, this Prospectus does not contain all of the information set forth in
the Registration Statement and the exhibits and schedules thereto. Such
additional information is available for inspection and copying at the offices of
the Commission. Statements contained in this Prospectus, in any Prospectus
Supplement or in any document incorporated by reference herein or therein as to
the contents of any contract or other document referred to herein or therein are
not necessarily complete, and in each instance reference is made to the copy of
such contract or other document filed as an exhibit to, or incorporated by
reference in, the Registration Statement, each such statement being qualified in
all respects by such reference.
INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
The following documents, all of which were previously filed by the Company
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; (File No.
0-26692)
(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; (File No.
0-26692) and the Company's Quarterly Report on Form 10-Q for the quarter ended
September 30, 1997 (File No. 1-12551)
(3) the description of the Common Stock contained in the Company's
registration statement on Form 8-B (File No. 1-12551) filed with the Commission
on May 23, 1997; and
(4) the Company's Current Report on Form 8-K, dated May 20, 1997.
All reports and documents filed by the Company subsequent to the date of this
Prospectus pursuant to Sections 13(a), 13(c), 14 or 15(d) of the Exchange Act
prior to the termination of the offering of the Common Stock covered by this
Prospectus shall be deemed to be incorporated by reference in this Prospectus
and to be a part hereof from the date of filing of those documents.
Any statement contained herein or in a document incorporated by reference or
deemed to be incorporated by reference herein shall be deemed to be modified or
superseded for purposes of this Prospectus to the extent that such statement is
modified or replaced by a statement contained in this Prospectus or in any other
subsequently filed document that also is or is deemed to be incorporated by
reference into this Prospectus. Any such statement
2
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NO DEALER, SALESPERSON OR ANY OTHER PERSON HAS BEEN AUTHORIZED TO GIVE ANY
INFORMATION OR TO MAKE ANY REPRESENTATION OTHER THAN THOSE CONTAINED IN THIS
PROSPECTUS AND, IF GIVEN OR MADE, SUCH INFORMATION OR REPRESENTATIONS MUST NOT
BE RELIED UPON AS HAVING BEEN AUTHORIZED BY THE COMPANY OR ANY UNDERWRITER OR
AGENT. THIS PROSPECTUS DOES NOT CONSTITUTE AN OFFER TO SELL OR THE SOLICITATION
OF AN OFFER TO BUY ANY OF THE SECURITIES OFFERED HEREBY IN ANY JURISDICTION IN
WHICH SUCH OFFER OR SOLICITATION IS NOT AUTHORIZED, OR IN WHICH THE PERSON
MAKING SUCH OFFER IS NOT QUALIFIED TO DO SO, OR TO ANY PERSON TO WHOM IT IS
UNLAWFUL TO MAKE SUCH OFFER OR SOLICITATION IN SUCH JURISDICTION. NEITHER THE
DELIVERY OF THIS PROSPECTUS NOR ANY SALE MADE HEREUNDER AND THEREUNDER SHALL,
UNDER ANY CIRCUMSTANCES, CREATE ANY IMPLICATION THAT THE INFORMATION HEREIN OR
THEREIN IS CORRECT AS OF ANY TIME SUBSEQUENT THEREOF.
________________
TABLE OF CONTENTS
<TABLE>
<CAPTION>
Page
----
<S> <C>
Available Information.............................................. 2
Incorporation of Certain Documents by Reference.................... 2
The Company........................................................ 3
Risk Factors....................................................... 4
Recent Developments................................................ 8
Use of Proceeds.................................................... 8
Selling Shareholder................................................ 8
Plan of Distribution............................................... 8
Legal Matters...................................................... 9
Experts............................................................ 9
</TABLE>
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MAIL-WELL, INC.
COMMON STOCK
________________
P R O S P E C T U S
________________
December 12, 1997
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PART II. INFORMATION NOT REQUIRED IN PROSPECTUS
ITEM 14. OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION.
The estimated expenses of the offering (except for SEC filing fees), all of
which are to be borne by the Company, are as follows:
<TABLE>
<CAPTION>
<S> <C>
Printing Expenses............. $1,000
Accounting Fees and Expenses.. 5,000
Legal Fees and Expense........ 2,500
SEC Filing Fee................ 320
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TOTAL......................... $8,820
======
</TABLE>
ITEM 15. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
Section 7-109-101 et seq. of the Colorado Business Corporation Act empowers
a Colorado corporation to indemnify its directors, officers, employees and
agents under certain circumstance, as well as providing for the elimination of
personal liability of directors and officers of a Colorado corporation for
monetary damages.
Article V of the Articles of Incorporation of the Registrant reads as
follows:
"The Corporation shall indemnify, to the fullest extent permitted by
applicable law in effect from time to time, any person, and the estate and
personal representative of any such person, against all liability and expense
(including attorneys' fees) incurred by reason of the fact that he or she is or
was a director or officer of the Corporation or, while serving as a director or
officer of the Corporation, he or she is or was serving at the request of the
Corporation as a director, officer, partner, trustee, employee, fiduciary, or
agent of, or in any similar managerial or fiduciary position of, another
domestic or foreign Corporation or other individual or entity or of an employee
benefit plan. The Corporation shall also indemnify any person who is serving or
has served the Corporation as director, officer, employee, fiduciary, or agent,
and that person's estate and personal representative, to the extent and in the
manner provided in any bylaw, resolution of the shareholders or directors,
contract, or otherwise, so long as such provision is legally permissible."
Article VI of the Articles of Incorporation of the Registrant reads as
follows:
"There shall be no personal liability of a director to the Corporation or
to its shareholders for monetary damages for breach of fiduciary duty as a
director, except that said personal liability shall not be eliminated to the
Corporation or to the shareholders for monetary damages arising due to any
breach of the director's duty of loyalty to the Corporation or to the
shareholders, acts or omissions not in good faith or which involve intentional
misconduct or a knowing violation of law, acts specified in section 7-108-403,
C.R.S., or any transaction from which a director derived an improper personal
benefit. Notwithstanding any other provisions herein, personal liability of a
director shall be eliminated to the greatest extent possible as is now, or in
the future, provided for by law. Any repeal or modification of the foregoing
sentence shall not adversely affect any right or protection of a director of the
Corporation existing hereunder with respect to any act or omission occurring
prior to such repeal or modification."
II-1
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ITEM 16. EXHIBITS.
The following Exhibits are filed as a part of this Registration Statement
pursuant to Item 601 of Regulation S-K:
Exhibit
Number
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*4.1 Form of Certificate representing the Common Stock, par value $0.01
per share, of the Company
*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
23.2 Consent of Deloitte & Touche LLP
*24.1 Power of Attorney
* Filed Previously
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.
II-2
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(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.
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SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the Registrant
certifies that it has reasonable grounds to believe that it meets all of the
requirements for filing on Form S-3 and has duly caused this Amendment to the
Registration Statement to be signed on its behalf by the undersigned, thereunto
duly authorized, in the City of Englewood, State of Colorado, on December 12,
1997.
MAIL-WELL, INC.
By: /s/ *
------------------------------------------
Gerald F. Mahoney, Chief Executive Officer
Pursuant to the requirements of the Securities Act of 1933, this Amendment
to the Registration Statement has been signed by the following persons in the
capacities and on the dates indicated.
<TABLE>
<CAPTION>
Signature Title Date
- --------- ----- ----
<S> <C> <C>
/s/ * Chairman of the Board/ December 12, 1997
- ---------------------------- Chief Executive Officer/Director
Gerald F. Mahoney
/s/ * President and CEO December 12, 1997
- ---------------------------- American Mail-Well Envelope/
Robert J. Terry Director
/s/ * Vice President/ December 12, 1997
- ---------------------------- Chief Financial Officer
Paul V. Reilly
/s/ * Director December 12, 1997
- ----------------------------
Frank J. Hevrdejs
</TABLE>
II-4
<PAGE>
<TABLE>
<CAPTION>
<S> <C> <C>
/s/ * Director December 12, 1997
- -----------------------------
Frank P. Diassi
/s/ * Director December 12, 1997
- ------------------------------
J. Bruce Duty
Director December 12, 1997
- ------------------------------
Jerome W. Pickholz
Director December 12, 1997
- ------------------------------
W. Thomas Stevens
* By: /s/ Roger Wertheimer
-------------------------
Roger Wertheimer
Attorney-In-Fact
</TABLE>
II-5
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INDEX TO EXHIBITS
EXHIBIT NO. EXHIBITS
- ----------- --------
<TABLE>
<CAPTION>
<S> <C>
*4.1 Form of Certificate representing the Common Stock, par value $0.01
per share, of the Company
*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
23.2 Consent of Deloitte & Touche LLP
*24.1 Power of Attorney
*Filed Previously
</TABLE>
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<PAGE>
Exhibit 23.2
INDEPENDENT AUDITORS' CONSENT
We consent to the incorporation by reference in this Amendment No. 2 to
Registration Statement No. 333-35561 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 such Registration Statement.
/s/ Deloitte & Touche, LLP
DELOITTE & TOUCHE LLP
Denver, Colorado
December 9, 1997
