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AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON JANUARY 12, 1998
REGISTRATION NO. 333-39013
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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AMENDMENT NO. 2 TO
FORM S-3
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
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MAIL-WELL, INC.
(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
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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)
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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)
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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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695,200 Shares
MAIL-WELL, INC.
Common Stock
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This Prospectus relates to the offering of 695,200 shares of common stock, par
value $.01 per share (the "Shares") of Mail-Well, Inc. ("Mail-Well" or the
"Company") which may be offered from time to time by certain selling
shareholders of the Company (the "Selling Shareholders"). The Company will not
receive any of the proceeds from the sale of Shares by the Selling
Shareholders.
The Company's common stock (the "Common Stock") is listed on the New York
Stock Exchange under the symbol "MWL". The Shares may be offered by the
Selling Shareholders from time to time in one or more transactions on the New
York Stock Exchange at prices prevailing thereon, in negotiated transactions,
or to or through underwriters or dealers, 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 or
discounts, 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 Shareholders" and "Plan of Distribution."
SEE "RISK FACTORS" ON PAGES 6 TO 9 FOR A DISCUSSION OF CERTAIN MATERIAL
FACTORS THAT SHOULD BE CONSIDERED IN CONNECTION WITH AN INVESTMENT IN THE
COMMON STOCK OFFERED HEREBY.
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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.
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The Date of this Prospectus is January 12, 1998
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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
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
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 Reports on Form 8-K, dated May 20, 1997 and
November 19, 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.
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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.
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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
nine months ended September 30, 1997, the Company's revenue and net income
grew to $653.0 million and $20.0 million, respectively, from $579.3 million
and $11.4 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.
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RECENT DEVELOPMENTS
In November 1997, the Company issued and sold $152 million aggregate
principal amount of 5% Convertible Subordinated Notes due 2002 (the
"Convertible Notes") in a firm commitment public offering. The proceeds of
such offering were used to repay certain indebtedness of the Company's
subsidiaries under the Company's bank credit agreements. Simultaneously with
the sale of the Convertible Notes, the Company replaced its existing bank
facilities, consisting of secured term and revolving loans with an unsecured
revolving credit line. In connection with the repayment of its prior bank
facilities, the Company expects to report an extraordinary charge for early
retirement of debt of approximately $6.1 million, net of taxes, for the fourth
quarter of 1997.
On December 2, 1997, the Company acquired the Cambridge, Maryland printing
operations of Golden Books Family Entertainment, Inc. Annual sales for this
facility approximate $33 million.
On January 1, 1998 the Company acquired all of the outstanding shares of
common stock of Poser Business Forms, Inc. ("Poser"), a printer of custom
business communications documents located in Fairhope, Alabama. Annual sales
for Poser approximate $90 million.
The Company paid approximately $81 million in cash in the aggregate for
these two acquisitions. Neither acquisition was "significant" as defined by
the rules of the Commission.
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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 its acquisitions and operations, including the Convertible
Notes. 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.
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The Company may finance future acquisitions through the incurrence of
additional bank indebtedness, the utilization of cash from operations, the
issuance of 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.
LABOR RELATIONS. As of September 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. Although the Company believes that its current labor relations are
good, there can be no assurance that future negotiations upon expiration of
its union contracts will not lead to a disruption of operations or work
stoppage, or that a protracted work stoppage in such event would not have a
material adverse effect on the Company's operations.
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 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 5.2% of the Company's gross profits for the nine months ended
September 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,
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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.
RESTRICTIVE COVENANTS. The Credit Agreements and the indenture pursuant to
which the 10 1/2% Senior Subordinated Notes due 2004 were issued by Mail-Well
I Corporation, a wholly-owned subsidiary of the Company (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
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by management on all matters. As a result, management and directors exercise
substantial influence over the Company's affairs.
TERMS OF THE CONVERTIBLE NOTES. The Convertible Notes were issued pursuant
to an Indenture and Indenture Supplement, each dated as of November 19, 1997
(collectively, the "Convertible Note Indenture"), pursuant to which the
Convertible Notes are convertible into Common Stock at a price of $38.00 per
share (equivalent to a conversion rate of 26.3158 shares per $1,000 principal
amount of Convertible Notes) at any time after January 18, 1998 and prior to
November 1, 2002. All of the shares of Common Stock issued upon conversion of
the Convertible Notes will be freely transferable and eligible to trade on the
NYSE. Sales of such shares of Common Stock on the NYSE or otherwise in the
public market may have an adverse effect on the market price of the Common
Stock.
In addition, pursuant to the Convertible Note Indenture, each holder of the
Convertible Notes has the right to require the Company to repurchase all or
any $1,000 increment of such holder's Convertible Notes at a purchase price
equal to 101% of the principal amount thereof, plus accrued and unpaid
interest thereon, upon the occurrence of certain events constituting a change
of control of the Company. This right to require the Company to repurchase
Convertible Notes as a result of such event could have the effect of delaying,
deferring, discouraging or preventing a change of control transaction,
including without limitation a merger, consolidation or tender offer for the
Common Stock, even if such transaction is supported by the Company's Board of
Directors or is favorable to its stockholders.
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 Mail-Well I 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.
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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.
USE OF PROCEEDS
The Company will not receive any of the proceeds from the sale of the Shares.
All proceeds from the sale of the Shares will be for the account of the Selling
Shareholders, as described below. See "Selling Shareholders" and "Plan of
Distribution."
SELLING SHAREHOLDERS
The following table lists, as of the date of this Prospectus, the Selling
Shareholders for whose account the Shares are being offered hereby, the
relationship each Selling Shareholder has with the Company, 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 POSITION WITH THE COMPANY NUMBER PERCENT OFFERED NUMBER PERCENT
---- ------------------------- ------------ ------- ------- ----------- ----------
<S> <C> <C> <C> <C> <C> <C>
Gerald F. Mahoney Chairman of the Board and 1,063,350 5.6 300,000 763,350 4.0
Chief Executive Officer,
Director
Paul V. Reilly Senior Vice President, 58,522 * 3,700 54,822 *
Finance and Chief
Financial Officer
Roger Wertheimer Vice President, General 20,082 * 1,500 18,582 *
Counsel and Secretary
Robert J. Terry President and Chief 195,228 1.0 33,000 162,228 *
Operating Officer--U.S.
Envelope Operations,
Director
Frank J. Hevrdejs Director 1,108,107 5.9 345,000 763,107 4.0
Jerome W. Pickholz Director 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.
10
<PAGE>
PLAN OF DISTRIBUTION
The Shares covered by this Prospectus may be offered and sold from time to
time by the Selling Shareholders. The Selling Shareholders may act
independently of the Company in making decisions with respect to the timing,
manner and size of each sale. The Selling Shareholders may sell the Shares
being offered hereby on the New York Stock Exchange, or otherwise, at prices
and under terms then prevailing or at prices related to the then current market
price or at negotiated prices. The Shares may be sold by one or more of the
following means of distribution: (a) a block-trade in which the broker-dealer
so engaged will attempt to sell Shares as agent, but may position and resell a
portion of the block as principal to facilitate the transaction; (b) purchases
by a broker-dealer as principal and resale by such broker- dealer for its own
account pursuant to this Prospectus; (c) an over-the-counter distribution in
accordance with the rules of the New York Stock Exchange; (d) ordinary
brokerage transactions and transactions in which the brokers solicit purchasers
and (e) in privately negotiated transactions. To the extent required, this
Prospectus may be amended and supplemented from time to time to describe a
specific plan of distribution. In connection with distribution of the Shares or
otherwise, the Selling Shareholders may enter into hedging transactions with
broker-dealers or other financial institutions. In connection with such
transactions, broker-dealers or other financial institutions may engage in
short sales of the Company's Common Stock in the course of hedging the
positions they assume with Selling Shareholders. The Selling Shareholders may
also sell the Company Common Stock short and redeliver the shares to close out
such short positions. The Selling Shareholders may also enter into options or
other transactions with broker-dealers or other financial institutions which
require the delivery to such broker-dealer or other financial institution of
Shares offered hereby, which Shares such broker-dealer or other financial
institution may resell pursuant to this Prospectus (as supplemented or amended
to reflect such transaction). The Selling Shareholders may also pledge Shares to
a broker-dealer or other financial institution, and, upon a default, such
broker-dealer or other financial institution may effect sales of the pledged
Shares pursuant to this Prospectus (as supplemented or amended to reflect such
transaction). In addition, any Shares that qualify for sale pursuant to Rule 144
may be sold under Rule 144 rather than pursuant to this Prospectus.
Alternatively, the Selling Shareholders may sell the Shares to or through
underwriters or dealers, either independent of or in conjunction with an
underwritten offering by the Company. The Selling Shareholders may sell the
Shares to one or more underwriters for public offering and sale by them or may
sell the Shares to investors directly or through agents or dealers. Any such
underwriter, agent or dealer involved in the offer and sale of the Shares will
be named in an applicable Prospectus Supplement. Shares offered pursuant to a
particular Prospectus Supplement are referred to herein as "Offered Shares."
Underwriters may offer and sell the Offered Shares at a fixed price or
prices, which may be changed, or from time to time at market prices prevailing
at the time of sale, at prices related to such prevailing market prices or at
negotiated prices. The Selling Shareholders also may, from time to time,
authorize underwriters acting as its agents to offer and sell the Offered
Shares upon the terms and conditions set forth in the applicable Prospectus
Supplement. In connection with the sale of Offered Shares, underwriters may be
deemed to have received compensation from the Selling Shareholders in the form
of underwriting discounts or commissions and may also receive commissions from
purchasers of Offered Shares for whom they may act as agent. Underwriters may
sell Offered Shares to or through dealers, and such dealers may receive
compensation in the form of discounts and commissions or concessions from the
underwriters and/or commissions (which may be changed from time to time) from
the purchasers for whom they may act as agent.
Any underwriting compensation paid by the Selling Shareholders to
underwriters or agents in connection with the offering of Offered Shares, and
any discounts and commissions or concessions allowed by underwriters to
participating dealers, will be set forth in an applicable Prospectus
Supplement. Underwriters, dealers and agents participating in the distribution
of the Offered Shares may be deemed to be underwriters under the Securities
Act, and any discounts and commissions received by them and any profit realized
by them on resale of the Offered Shares may be deemed to be underwriting
discounts and commissions under the Securities Act. Underwriters, dealers and
agents may be entitled, under agreements with the Selling Shareholders, to
indemnification against and contribution toward certain civil liabilities,
including liabilities under the Securities Act, and to reimbursement by the
Selling Shareholders for certain expenses.
11
<PAGE>
If a dealer is utilized in the sale of the Shares in respect of which this
Prospectus is delivered, the Selling Shareholders will sell such Shares to such
dealer, as principal. The dealer may then resell such Shares to the public at
varying prices to be determined by such dealer at the time of resale.
If so indicated in an applicable Prospectus Supplement, the Selling
Shareholders will authorize dealers acting as its agents to solicit offers by
certain institutions to purchase Offered Shares from the Selling Shareholders
at the public offering price set forth in such Prospectus Supplement pursuant
to Delayed Delivery Contracts ("Contracts") providing for payment and delivery
on the date or dates stated in such Prospectus Supplement. Each Contract will
be for an amount not less than, and the aggregate principal amount of Offered
Shares sold pursuant to Contracts shall not be less nor more than, the
respective amounts stated in such Prospectus Supplement. Institutions with whom
Contracts, when authorized, may be made include commercial and savings banks,
insurance companies, pension funds, investment companies, educational and
charitable institutions and other institutions, but will in all cases be
subject to the approval of the Selling Shareholders. The terms and conditions
of any Contracts will be set forth in the applicable Prospectus Supplement
relating thereto. Agents and underwriters will have no responsibility in
respect of the delivery or performance of Contracts.
In order to comply with the securities laws of certain states, if applicable,
the Shares must be sold in such jurisdictions only through registered or
licensed brokers or dealers. In addition, in certain states the Shares may not
be sold unless they have been registered or qualified for sale in the
applicable state or an exemption from the registration or qualification
requirement is available and is complied with.
LEGAL MATTERS
The validity of the issuance of the shares of Common Stock offered hereby has
been passed upon for the Company by Rothgerber, Appel, Powers & Johnson LLP,
Denver, Colorado.
EXPERTS
The consolidated financial statements and related financial statement
schedules incorporated in this Prospectus by reference from the Company's
Annual Report on Form 10-K have been audited by Deloitte & Touche LLP,
independent auditors, as stated in their reports, which are incorporated herein
by reference, and have been so incorporated in reliance upon the reports of
such firm given upon their authority as experts in accounting and auditing.
12
<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 OR ANY OF THE SELLING SHAREHOLDERS. 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...................................................... 2
Incorporation of Certain Documents by Reference............................ 2
The Company................................................................ 4
Recent Developments........................................................ 5
Risk Factors............................................................... 6
Use of Proceeds............................................................ 10
Selling Shareholders....................................................... 10
Plan of Distribution....................................................... 11
Legal Matters and Experts.................................................. 12
</TABLE>
- - -------------------------------------------------------------------------------
- - -------------------------------------------------------------------------------
- - -------------------------------------------------------------------------------
- - -------------------------------------------------------------------------------
695,200 Shares
[LOGO OF MAIL-WELL, INC. APPEARS HERE]
MAIL-WELL, INC.
Common Stock
----------------
PROSPECTUS
----------------
January 12, 1998
- - -------------------------------------------------------------------------------
- - -------------------------------------------------------------------------------
<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 Form of 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
</TABLE>
- - --------
* To be incorporated by reference from a Current Report on Form 8-K prior to
the offering of the Shares thereunder.
** Previously filed.
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
II-2
<PAGE>
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.
(d) The undersigned registrant hereby undertakes that:
(1) For purposes of determining any liability under the Securities Act of
1933, the information omitted from the form of prospectus filed as part of
this registration statement in reliance upon Rule 430A and contained in a
form of prospectus filed by the registrant pursuant to rule 424(b)(1) or
(4) or 497(h) under the Securities Act shall be deemed to be part of this
registration statement as of the time it was declared effective.
(2) For the purposes of determining any liability under the Securities
Act of 1933, each post-effective amendment that contains a form of
prospectus 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.
II-3
<PAGE>
SIGNATURES
PURSUANT TO THE REQUIREMENTS OF THE SECURITIES ACT OF 1933, THE REGISTRANT
CERTIFIES THAT IT HAS REASONABLE GROUNDS TO BELIEVE THAT IT MEETS ALL OF THE
REQUIREMENTS FOR FILING ON FORM S-3 AND HAS DULY CAUSED THIS 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
JANUARY 12, 1998.
MAIL-WELL, INC.
By: /s/ *
------------------------------------------
Roger Wertheimer, as attorney-in-fact for
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.
<TABLE>
<CAPTION>
SIGNATURE TITLE DATE
--------- ----- ----
<S> <C> <C>
/s/ * Chairman of the January 12,
- - ------------------------------------- Board/Chief 1998.
ROGER WERTHEIMER, AS ATTORNEY-IN- Executive
FACT FOR GERALD F. MAHONEY Officer/Director
/s/ * Senior Vice January 12,
- - ------------------------------------- President/Chief 1998.
ROGER WERTHEIMER, AS ATTORNEY-IN- Financial Officer
FACT FOR PAUL V. REILLY (principal
financial officer
and principal
accounting officer)
/s/ * President and January 12,
- - ------------------------------------- C.E.O., U.S. 1998.
ROGER WERTHEIMER, AS ATTORNEY-IN- Envelope
FACT FOR ROBERT J. TERRY Operations/Director
/s/ * Director January 12,
- - ------------------------------------- 1998.
ROGER WERTHEIMER, AS ATTORNEY-IN-
FACT FOR FRANK P. DIASSI
/s/ * Director January 12,
- - ------------------------------------- 1998.
ROGER WERTHEIMER, AS ATTORNEY-IN-
FACT FOR J. BRUCE DUTY
/s/ * Director January 12,
- - ------------------------------------- 1998.
ROGER WERTHEIMER, AS ATTORNEY-IN-
FACT FOR FRANK J. HEVERDEJS
</TABLE>
II-4
<PAGE>
<TABLE>
<CAPTION>
SIGNATURE TITLE DATE
--------- ----- ----
<S> <C> <C>
/s/ * Director January 12,
- - ------------------------------------- 1998.
JEROME W. PICKHOLZ
/s/ * Director January 12,
- - ------------------------------------- 1998.
W. THOMAS STEVENS
*By: /s/ Roger Wertheimer
---------------------------
ROGER WERTHEIMER
ATTORNEY-IN-FACT
</TABLE>
II-5
<PAGE>
INDEX TO EXHIBITS
<TABLE>
<CAPTION>
EXHIBIT NO. EXHIBITS
----------- --------
<C> <S>
*1.1 Form of 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
</TABLE>
- - --------
* To be incorporated by reference from Current Report on Form 8-K prior to the
offering of the Shares thereunder.
** Previously filed.
II-6
<PAGE>
Exhibit 5.1
[LETTERHEAD OF ROTHGERBER, APPEL, POWERS & JOHNSON LLP APPEARS HERE]
January 12, 1998
Mail-Well, Inc.
23 Inverness Way, Suite 160
Englewood, Colorado 80112
Ladies and Gentlemen:
You have requested our opinion in connection with the Registration
Statement on Form S-3 (the "Registration Statement") which is expected to be
filed by Mail-Well, Inc. (the "Company") on or about January 12, 1998, 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 "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 the Shares have been duly
authorized and issued, and are 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 Amendment No. 2 to
Registration Statement No. 333-39013 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
January 9, 1998
