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As filed with the Securities and Exchange Commission on January 8, 1998
REGISTRATION NO. 333-35561
===============================================================================
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
AMENDMENT NO.3 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 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
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
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so modified or superseded shall not be deemed, except as so modified or
replaced, to constitute a part of this Prospectus.
The Company undertakes to provide without charge to each person to whom a copy
of this Prospectus has been delivered, upon the written or oral request of any
such person to the Company, a copy of any or all of the documents referred to
above that have been or may be incorporated into this Prospectus by reference,
including exhibits to such documents (unless such exhibits are specifically
incorporated by reference to such documents). Requests for such copies should be
directed to Investor Relations, Mail-Well, Inc., 23 Inverness Way East,
Englewood, Colorado 80112, telephone number (303) 790-8023.
THE COMPANY
Mail-Well, Inc. (the "Company") is the largest printer and manufacturer of
envelopes in the United States and Canada, competing primarily in the higher-
margin consumer direct market segment of the envelope industry in which
envelopes are designed and manufactured to customer specifications. In
addition, the Company is the leading high-impact color printer in the United
States. As of 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 envelope and high-impact color printing industries are highly fragmented.
There are approximately 215 independent envelope companies in the United States
and Canada, generating in excess of $3.0 billion in annual revenues. The
Company estimates that there are approximately 500 high-impact color printing
companies in the United States, generating approximately $3.5 billion in annual
revenues. The Company's objective is to grow both internally and externally.
Externally, the Company plans to continue to grow by pursuing acquisition
opportunities to capitalize on the consolidation occurring within these
industries. From December 1, 1994 through September 30, 1997, the Company
completed ten acquisitions in the envelope and commercial printing
industries.
Since its formation in 1994, the Company has achieved significant growth in
both revenues and net income through a business strategy that focuses on
acquisitions, internal growth and operating leverage. As a result of this
strategy, revenue and net income increased from $262.3 million and $1.4 million,
respectively, for the Company and its predecessors in 1994, to $778.5 million
and $16.9 million, respectively, for the Company in 1996. For the six months
ended June 30, 1997, the Company generated revenue and net income of $419.5
million and $12.6 million, respectively, as compared to $378.8 million and $6.4
million, respectively, during the same period in 1996.
The Company's envelope products include standard size envelopes as well as
envelopes with features customized for mass mailing markets. The Company also
produces medical folders, overnight mailers, photofinishing envelopes, airline
and car rental jackets, tags and interoffice envelopes. The Company's
commercial printing operation specializes in producing advertising literature,
high-end catalogs and brochures, calendars and annual reports and is recognized
as an innovative provider of quality printed products to leading companies
throughout the United States.
The Company's principal executive offices are located at 23 Inverness Way
East, Englewood, Colorado 80112; its telephone number is (303) 790-8023.
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RISK FACTORS
An investment in the securities 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 and any Prospectus
Supplement, in connection with an investment in the securities 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 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. 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 issuance of the
Securities, the incurrence of additional bank indebtedness, the utilization of
cash from operations, or a 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.
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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 5.1% 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.
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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"), 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. In addition, to the extent a public market develops for any of the
Company's other Securities, investors may experience similar levels of
volatility, including but not limited to changes in interest rates generally.
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
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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.
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.
RECENT DEVELOPMENTS
In keeping with the Company's strategy to grow through pursuing acquisition
opportunities within the high-impact color printing industry, on July 11, 1997,
the Company acquired all of the outstanding shares of common stock of The Allied
Printers ("Allied"). Allied, which is located in Seattle, Washington, is a
high-impact color printer servicing customers with sheet fed printing needs.
Pursuant to the Stock Purchase Agreement dated July 11, 1997 between Edward R.
Whitehead ("Whitehead") and the Company, in addition to other consideration paid
to Whitehead, the Company issued 36,531 shares of common stock to Whitehead, the
sole shareholder of Allied prior to the acquisition.
Pursuant to the terms of the Stock Purchase Agreement, the Company is required
to file a registration statement on Form S-3 for the Shares issued to Whitehead
within ninety days of the closing.
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 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,
Company common stock, notes and convertible securities. No single acquisition,
nor the acquistions in the aggregate, were "significant" as defined by the rules
of the Commission.
USE OF PROCEEDS
The Company will not receive any of the proceeds from the sale of the Shares.
All proceeds from the sale of the Shares will be for the account of the Selling
Shareholder, as described below. See "Selling Shareholder" and "Plan of
Distribution."
SELLING SHAREHOLDER
As of September 12, 1997, Edward R. Whitehead owned 36,531 of the Company's
Common Stock. Prior to the acquisition of Allied by the Company, Whitehead was
President of Allied and the sole shareholder of the outstanding shares of Allied
stock. Prior to the acquisition, Whitehead had no other material relationship
with the Company and held no securities of the Company. Pursuant to an
Employment Agreement dated July 11, 1997 and executed in conjunction with the
Stock Purchase Agreement, Whitehead currently holds the position of General
Manager of the GAC/The Allied Printers division of Graphic Arts Center, Inc, a
wholly-owned subsidiary of the Company. The Company may amend or supplement
this Prospectus from time to time to update the disclosure set forth herein.
PLAN OF DISTRIBUTION
The Shares covered by this Prospectus may be offered and sold from time to
time by the Selling Shareholder. The Selling Shareholder will act independently
of the Company in making decisions with respect to the timing, manner and size
of each sale. The Selling Shareholder may sell the Shares being offered hereby
on the New York Stock Exchange, or otherwise, at prices and under terms then
prevailing or at prices related to the then current market price or at
negotiated prices. The Shares may be sold by one or more of the following means
8
<PAGE>
of distribution: (a) a block-trade in which the broker-dealer so engaged will
attempt to sell Shares as agent, but may position and resell a portion of the
block as principal to facilitate the transaction; (b) purchases by a broker-
dealer as principal and resale by such broker-dealer for its own account
pursuant to this Prospectus; (c) an over-the-counter distribution in accordance
with the rules of the New York Stock Exchange; (d) ordinary brokerage
transactions and transactions in which the brokers solicit purchasers and (e) in
privately negotiated transactions. To the extent required, this Prospectus may
be amended and supplemented from time to time to describe a specific plan of
distribution. In connection with distribution of the Shares or otherwise, the
Selling Shareholder may enter into hedging transactions with broker-dealers or
other financial institutions. In connection with such transactions, broker-
dealers or other financial institutions may engage in short sales of the
Company's Common Stock in the course of hedging the positions they assume with
Selling Shareholder. The Selling Shareholder may also sell the Company Common
Stock short and redeliver the shares to close out such short positions. The
Selling Shareholder may also enter into options or other transactions with
broker-dealers or other financial institutions which require the delivery to
such broker-dealer or other financial institution of Shares offered hereby,
which Shares such broker-dealer or other financial institution may resell
pursuant to this Prospectus (as supplemented or amended to reflect such
transaction). The Selling Shareholder may also pledge Shares to a broker-dealer
or other financial institution, and, upon a default, such broker-dealer or other
financial institution may effect sales of the pledged Shares pursuant to this
Prospectus (as supplemented or amended to reflect such transaction). In
addition, any Shares that qualify for sale pursuant to Rule 144 may be sold
under Rule 144 rather than pursuant to this Prospectus.
In effecting sales, brokers, dealers or agents engaged by the Selling
Shareholder may arrange for other broker or dealers to participate. Brokers,
dealers or agents may receive commissions, discounts or concessions from the
Selling Shareholder in amounts to be negotiated prior to the sale. Such brokers
or dealers and any other participating brokers or dealers may be deemed to be
"underwriters" within the meaning of the Act in connection with such sales, and
any such commissions, discounts or concessions may be deemed to be underwriting
discounts or commissions under the Act. The Company will pay all expenses
incident to the offering and sale of the Shares to the public other than any
commissions and discounts of underwriters, dealers or agents and any transfer
taxes.
In order to comply with the securities laws of certain states, if applicable,
the Shares must be sold in such jurisdictions only through registered or
licensed brokers or dealers. In addition, in certain states the Shares may not
be sold unless they have been registered or qualified for sale in the applicable
state or an exemption from the registration or qualification requirement is
available and is complied with.
The Company has agreed with the Selling Shareholder to keep the Registration
Statement of which this Prospectus constitutes a part effective until the date
on which all of the Shares may immediately be sold to the public without
registration pursuant to Rule 144(k) under the Act.
LEGAL MATTERS
The validity of the issuance of the shares of Common Stock offered hereby
has been passed upon for the Company by Rothgerber, Appel, Powers & Johnson LLP,
Denver, Colorado.
EXPERTS
The consolidated financial statements and related financial statement
schedules incorporated in this Prospectus by reference from the Company's Annual
Report on Form 10-K have been audited by Deloitte & Touche LLP, independent
auditors, as stated in their reports, which are incorporated herein by
reference, and have been so incorporated in reliance upon the reports of such
firm given upon their authority as experts in accounting and auditing.
9
<PAGE>
===============================================================================
NO DEALER, SALESPERSON OR ANY OTHER PERSON HAS BEEN AUTHORIZED TO GIVE ANY
INFORMATION OR TO MAKE ANY REPRESENTATION OTHER THAN THOSE CONTAINED IN THIS
PROSPECTUS AND, IF GIVEN OR MADE, SUCH INFORMATION OR REPRESENTATIONS MUST NOT
BE RELIED UPON AS HAVING BEEN AUTHORIZED BY THE COMPANY OR ANY UNDERWRITER OR
AGENT. THIS PROSPECTUS DOES NOT CONSTITUTE AN OFFER TO SELL OR THE SOLICITATION
OF AN OFFER TO BUY ANY OF THE SECURITIES OFFERED HEREBY IN ANY JURISDICTION IN
WHICH SUCH OFFER OR SOLICITATION IS NOT AUTHORIZED, OR IN WHICH THE PERSON
MAKING SUCH OFFER IS NOT QUALIFIED TO DO SO, OR TO ANY PERSON TO WHOM IT IS
UNLAWFUL TO MAKE SUCH OFFER OR SOLICITATION IN SUCH JURISDICTION. NEITHER THE
DELIVERY OF THIS PROSPECTUS NOR ANY SALE MADE HEREUNDER AND THEREUNDER SHALL,
UNDER ANY CIRCUMSTANCES, CREATE ANY IMPLICATION THAT THE INFORMATION HEREIN OR
THEREIN IS CORRECT AS OF ANY TIME SUBSEQUENT THEREOF.
________________
TABLE OF CONTENTS
<TABLE>
<CAPTION>
Page
----
<S> <C>
Available Information.............................................. 2
Incorporation of Certain Documents by Reference.................... 2
The Company........................................................ 3
Risk Factors....................................................... 4
Recent Developments................................................ 8
Use of Proceeds.................................................... 8
Selling Shareholder................................................ 8
Plan of Distribution............................................... 8
Legal Matters...................................................... 9
Experts............................................................ 9
</TABLE>
================================================================================
MAIL-WELL, INC.
COMMON STOCK
________________
P R O S P E C T U S
________________
December 12, 1997
================================================================================
<PAGE>
PART II. INFORMATION NOT REQUIRED IN PROSPECTUS
ITEM 14. OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION.
The estimated expenses of the offering (except for SEC filing fees), all of
which are to be borne by the Company, are as follows:
<TABLE>
<CAPTION>
<S> <C>
Printing Expenses............. $1,000
Accounting Fees and Expenses.. 5,000
Legal Fees and Expense........ 2,500
SEC Filing Fee................ 320
------
TOTAL......................... $8,820
======
</TABLE>
ITEM 15. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
Section 7-109-101 et seq. of the Colorado Business Corporation Act empowers
a Colorado corporation to indemnify its directors, officers, employees and
agents under certain circumstance, as well as providing for the elimination of
personal liability of directors and officers of a Colorado corporation for
monetary damages.
Article V of the Articles of Incorporation of the Registrant reads as
follows:
"The Corporation shall indemnify, to the fullest extent permitted by
applicable law in effect from time to time, any person, and the estate and
personal representative of any such person, against all liability and expense
(including attorneys' fees) incurred by reason of the fact that he or she is or
was a director or officer of the Corporation or, while serving as a director or
officer of the Corporation, he or she is or was serving at the request of the
Corporation as a director, officer, partner, trustee, employee, fiduciary, or
agent of, or in any similar managerial or fiduciary position of, another
domestic or foreign Corporation or other individual or entity or of an employee
benefit plan. The Corporation shall also indemnify any person who is serving or
has served the Corporation as director, officer, employee, fiduciary, or agent,
and that person's estate and personal representative, to the extent and in the
manner provided in any bylaw, resolution of the shareholders or directors,
contract, or otherwise, so long as such provision is legally permissible."
Article VI of the Articles of Incorporation of the Registrant reads as
follows:
"There shall be no personal liability of a director to the Corporation or
to its shareholders for monetary damages for breach of fiduciary duty as a
director, except that said personal liability shall not be eliminated to the
Corporation or to the shareholders for monetary damages arising due to any
breach of the director's duty of loyalty to the Corporation or to the
shareholders, acts or omissions not in good faith or which involve intentional
misconduct or a knowing violation of law, acts specified in section 7-108-403,
C.R.S., or any transaction from which a director derived an improper personal
benefit. Notwithstanding any other provisions herein, personal liability of a
director shall be eliminated to the greatest extent possible as is now, or in
the future, provided for by law. Any repeal or modification of the foregoing
sentence shall not adversely affect any right or protection of a director of the
Corporation existing hereunder with respect to any act or omission occurring
prior to such repeal or modification."
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<PAGE>
ITEM 16. EXHIBITS.
The following Exhibits are filed as a part of this Registration Statement
pursuant to Item 601 of Regulation S-K:
Exhibit
Number
------
*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.
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<PAGE>
(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-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 8,
1998.
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/ January 8, 1998
- ---------------------------- Chief Executive Officer/Director
Gerald F. Mahoney
/s/ * President and CEO January 8, 1998
- ---------------------------- American Mail-Well Envelope/
Robert J. Terry Director
/s/ * Vice President/ January 8, 1998
- ---------------------------- Chief Financial Officer
Paul V. Reilly
/s/ * Director January 8, 1998
- ----------------------------
Frank J. Hevrdejs
</TABLE>
II-4
<PAGE>
<TABLE>
<CAPTION>
<S> <C> <C>
/s/ * Director January 8, 1998
- -----------------------------
Frank P. Diassi
/s/ * Director January 8, 1998
- ------------------------------
J. Bruce Duty
Director January 8, 1998
- ------------------------------
Jerome W. Pickholz
Director January 8, 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>
* 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>
II-6
