<PAGE>
As filed with the Securities and Exchange Commission on May 27, 1998
REGISTRATION NO. 333-
-------
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-3
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
MAIL-WELL, INC.
(Exact Name of Registrant as Specified in its Charter)
COLORADO 23 INVERNESS WAY, SUITE 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 Johnson & Lyons LLP
1200 Seventeenth Street, Suite 3000
Denver, Colorado 80202
(303) 623-9000
Approximate date of commencement of proposed sale to the public: from time
to time after this Registration Statement becomes effective.
If the only securities being registered on this form are being offered
pursuant to dividend or interest reinvestment plans, please check the following
box.
If any of the securities being registered on this form are to be offered on
a delayed or continuous basis pursuant to Rule 415 of the Securities Act of
1933, other than securities offered only in connection with dividend or interest
reinvestment plans, check the following box. /X/
If this Form is filed to register additional securities for an offering
pursuant to Rule 462(b) under the Securities Act, please check the following box
and list the Securities Act registration statement number of the earlier
effective registration statement for the same offering.
If this Form is a post-effective amendment filed pursuant to Rule 462(c)
under the Securities Act, check the following box and list the Securities Act
registration statement number of the earlier effective registration statement
for the same offering.
If delivery of the prospectus is expected to be made pursuant to Rule 434,
please check the following box.
<TABLE>
<CAPTION>
- --------------------------------------------------------------------------------
Proposed Proposed
Title of each Maximum Maximum
class of Amount to Offering Aggregate Amount of
securities to be be Price Per Offering registration
registered registered Share(1) Price(1) fee
- --------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Common Stock, 143,330 $46.84 $6,713,577 $1,981
$.01 par value
- --------------------------------------------------------------------------------
</TABLE>
(1) Estimated solely for the purpose of calculating the registration fee in
accordance with Rule 457(c) on the basis of the average of the high and low
prices of the Common Stock as quoted on the New York Stock Exchange on May
21, 1998.
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
<PAGE>
BECOME EFFECTIVE ON SUCH DATE AS THE COMMISSION, ACTING PURSUANT TO SAID SECTION
8(a), MAY DETERMINE.
PROSPECTUS
143,330 Shares
MAIL-WELL, INC.
COMMON STOCK
This Prospectus relates to the offering, which is not being underwritten,
of up to 143,330 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 certain selling shareholders of the Company, or by
authorized transferees (the "Selling Shareholders"). 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 acquisition of Century Index Corporation
("Century") and South Press, Inc. ("South Press"), 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 an Acquisition Agreement
and Plan of Merger dated April 25, 1998 between the Company, Century and the
former shareholders of Century, and pursuant to the an Acquisition Agreement and
Plan of Share Exchange dated April 20, 1998 between the Company and South Press.
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 Shareholders 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 Shareholders" and "Plan of Distribution."
-----------
SEE "RISK FACTORS" ON PAGES 3 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 May 27, 1998
<PAGE>
AVAILABLE INFORMATION
The Company is subject to the informational requirements of the Securities
Exchange Act of 1934, as amended (the "Exchange Act"), and in accordance
therewith, files reports, proxy statements and other information with the
Securities and Exchange Commission (the "Commission"). Such reports, proxy
statements and other information can be inspected and copied at the public
reference facilities maintained by the Commission at Judiciary Plaza, 450 Fifth
Street, N.W. Washington, D.C. 20549; 7 World Trade Center, 13th Floor, New York,
New York 10048; and Citicorp Center, 500 West Madison Street, Suite 1400,
Chicago, Illinois 60661. Copies of such material can be obtained at prescribed
rates from the Public Reference Section of the Commission at 450 Fifth Street,
N.W. Washington, D.C. 20549. Such reports and other information concerning the
Company may also be inspected at the offices of the New York Stock Exchange, 20
Broad Street, New York, New York 10005. The Commission also maintains a site on
the World Wide Web at http://www.sec.gov that contains reports, proxy and
information statements and other information regarding registrants that file
electronically with the Commission.
The Company has filed with the Commission a registration statement on Form
S-3 (including all amendments thereto, the "Registration Statement") under the
Securities Act of 1933, as amended (the "Securities Act"), with respect to the
Securities offered hereby. As permitted by the rules and regulations of the
Commission, this Prospectus does not contain all of the information set forth in
the Registration Statement and the exhibits and schedules thereto. Such
additional information is available for inspection and copying at the offices of
the Commission. Statements contained in this Prospectus, in any Prospectus
Supplement or in any document incorporated by reference herein or therein as to
the contents of any contract or other document referred to herein or therein are
not necessarily complete, and in each instance reference is made to the copy of
such contract or other document filed as an exhibit to, or incorporated by
reference in, the Registration Statement, each such statement being qualified in
all respects by such reference.
INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
The following documents, all of which were previously filed by the Company
(File No. 0-26692) with the Commission pursuant to the Exchange Act, are hereby
incorporated by reference in this Prospectus:
(1) the Company's Annual Report on Form 10-K for the year ended
December 31, 1997;
(2) the Company's Quarterly Report on Form 10-Q for the quarter ended
March 31, 1998;
(3) the Company's Current Reports on Form 8-K, dated January 22, 1998,
February 17, 1998 and March 13, 1998.
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 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.
2
<PAGE>
THE COMPANY
Mail-Well, Inc. (the "Company") is a leading consolidator in the highly
fragmented printing industry, specializing in the following market segments:
customized envelopes, high-impact color printing, commercial printing,
glue-applied consumer products labels and business communications documents.
Within envelope printing and filing products, the Company competes primarily in
the consumer direct segment in which envelopes are designed and manufactured to
customer specifications. In addition, the Company manufactures stock envelopes
sold in the office products and merchant/printer markets. The Company is also a
leading high impact commercial printer specializing in printing advertising
literature, high-end catalogs, annual reports, calendars and computer
instruction books and is recognized as an innovative provider of quality printed
products to leading companies in the United States. With acquisitions in early
1998, the Company is now a major printer of custom business communications
documents for the distributor market and a major printer of glue-applied paper
labels for the beverage, food and household products industries. The Company
commenced operations on February 24, 1994 with the acquisition of the envelope
businesses of Georgia-Pacific Corporation and Pavey Envelope and Tag Corp. As
of March 31, 1998, the Company and its subsidiaries operated 76 printing
facilities and numerous sales offices throughout North America.
The Company's principal executive offices are located at 23 Inverness Way
East, Englewood, Colorado 80112; its telephone number is (303) 790-8023.
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 its acquisitions and operations. 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.
3
<PAGE>
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.
The Company may finance future acquisitions through additional bank
indebtedness, 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. The U.S. Postal Service
recently 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. These 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 late 1998 or early 1999 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 March 31, 1998, the Company had approximately
9,000 full-time employees, of whom approximately 2,200 were members of various
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.
4
<PAGE>
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.
Prices for waste paper generated in the Company's operations 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.
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.
5
<PAGE>
CONTROL BY MANAGEMENT AND DIRECTORS. As of March 31, 1998, officers and
directors of the Company and entities affiliated with them beneficially owned
approximately 16.7% of the outstanding shares of Common Stock. In addition, the
Company's employee stock ownership plan ("ESOP") owned approximately 5.0% 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.
TERMS OF THE CONVERTIBLE NOTES. The Company's 5% Convertible Subordinated
Notes due 2002 (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. 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 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.
6
<PAGE>
DEPENDENCE ON KEY MANAGEMENT. The Company's success will continue to
depend to a significant extent on its executive officers and other key
management personnel. The Company has not currently entered into employment
agreements with its executive officers. There can be no assurance that the
Company will be able to retain its executive officers and key personnel or
attract additional qualified management in the future. In addition, the success
of certain of the Company's acquisitions may depend, in part, on the Company's
ability to retain management personnel of the acquired companies. The Company
does not carry key-person insurance on any of its managerial personnel.
RECENT DEVELOPMENTS
On April 29, 1998, the Company's shareholders approved an amendment to the
Company's Articles of Incorporation increasing the number of authorized Common
Shares from 30,000,000 to 100,000,000
On May 1, 1998, the Board of Directors of the Company declared a 2-for-1
stock split on the Common Stock, payable on or about June 10, 1998 to
shareholders of record on June 1, 1998. None of the per share or share amounts
used in this Prospectus have been restated to reflect the split.
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 the Selling Shareholders for whose account
the Shares are being offered hereby, the position each Selling Shareholders has
had with the Company in the last three years, the number of shares (and
percentage if greater than one percent) of Common Stock held by such Selling
Shareholders 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
Shareholders after completion of the offering:
<TABLE>
<CAPTION>
Shares
Beneficially Shares
Owned Prior Beneficially
to the Shares Owned After
Name Position with the Company Offering Offered the Offering
---- ------------------------- --------------- ------- ---------------
Number Percent Number Percent
------ ------- ------ -------
<S> <C> <C> <C> <C> <C> <C>
Robert E. Wasser, Jr. None 68,242 * 68,242 0 0
Kathy L. Barbee None 14,206 * 14,206 0 0
Michael P. South None 48,097 * 48,097 0 0
Christopher McDaniel None 12,785 * 12,785 0 0
</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.
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 will act
independently of the Company in making decisions with respect to the timing,
manner and size of
7
<PAGE>
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.
In effecting sales, brokers, dealers or agents engaged by the Selling
Shareholders may arrange for other broker or dealers to participate. Brokers,
dealers or agents may receive commissions, discounts or concessions from the
Selling Shareholders 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 Shareholders 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 Johnson & Lyons 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.
8
<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. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 3
Recent Developments . . . . . . . . . . . . . . . . . . . . . . . . . . . . 7
Use of Proceeds . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 7
Selling Shareholders. . . . . . . . . . . . . . . . . . . . . . . . . . . . 7
Plan of Distribution. . . . . . . . . . . . . . . . . . . . . . . . . . . . 7
Legal Matters . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 8
Experts . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 8
</TABLE>
- --------------------------------------------------------------------------------
MAIL-WELL, INC.
COMMON STOCK
----------------
P R O S P E C T U S
----------------
May 27, 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 filing fees), all of
which are to be borne by the Company, are as follows:
<TABLE>
<S> <C>
Printing Expenses. . . . . . . . . . . . . . $ 1,000
Accounting Fees and Expenses . . . . . . . . 5,000
Legal Fees and Expense . . . . . . . . . . . 2,500
SEC Filing Fee . . . . . . . . . . . . . . . 1,981
TOTAL. . . . . . . . . . . . . . . . . . . . $10,481
</TABLE>
ITEM 15. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
Section 7-109-101 et seq. of the Colorado Business Corporation Act empowers
a Colorado corporation to indemnify its directors, officers, employees and
agents under certain circumstance, as well as providing for the elimination of
personal liability of directors and officers of a Colorado corporation for
monetary damages.
Article V of the Articles of Incorporation of the Registrant reads as
follows:
"The Corporation shall indemnify, to the fullest extent permitted by
applicable law in effect from time to time, any person, and the estate and
personal representative of any such person, against all liability and expense
(including attorneys' fees) incurred by reason of the fact that he or she is or
was a director or officer of the Corporation or, while serving as a director or
officer of the Corporation, he or she is or was serving at the request of the
Corporation as a director, officer, partner, trustee, employee, fiduciary, or
agent of, or in any similar managerial or fiduciary position of, another
domestic or foreign Corporation or other individual or entity or of an employee
benefit plan. The Corporation shall also indemnify any person who is serving or
has served the Corporation as director, officer, employee, fiduciary, or agent,
and that person's estate and personal representative, to the extent and in the
manner provided in any bylaw, resolution of the shareholders or directors,
contract, or otherwise, so long as such provision is legally permissible."
Article VI of the Articles of Incorporation of the Registrant reads as
follows:
"There shall be no personal liability of a director to the Corporation or
to its shareholders for monetary damages for breach of fiduciary duty as a
director, except that said personal liability shall not be eliminated to the
Corporation or to the shareholders for monetary damages arising due to any
breach of the director's duty of loyalty to the Corporation or to the
shareholders, acts or omissions not in good faith or which involve intentional
misconduct or a knowing violation of law, acts specified in section 7-108-403,
C.R.S., or any transaction from which a director derived an improper personal
benefit. Notwithstanding any other provisions herein, personal liability of a
director shall be eliminated to the greatest extent possible as is now, or in
the future, provided for by law. Any repeal or modification of the foregoing
sentence shall not adversely affect any right or protection of a director of the
Corporation existing hereunder with respect to any act or omission occurring
prior to such repeal or modification."
II-2
<PAGE>
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
------
<S> <C>
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 theCompany's Form 10-Q for the
quarter ended June 30, 1997
5.1 Legal Opinion of Rothgerber Johnson & Lyons LLP
23.1 Consent of Rothgerber Johnson & Lyons LLP (included in
Exhibit 5.1)
23.2 Consent of Deloitte & Touche LLP
24.1 Power of Attorney (included on signature page attached hereto).
</TABLE>
ITEM 17. UNDERTAKINGS.
(a) The undersigned registrant hereby undertakes:
(1) To file, during any period in which offers or sales are being
made, a post-effective amendment to this registration statement to include any
material information with respect to the plan of distribution not previously
disclosed in the registration statement or any material change to such
information in the registration statement;
(2) That, for the purposes of determining any liability under the
Securities Act of 1933, each such post-effective amendment shall be deemed to be
a new registration statement relating to the securities offered therein, and the
offering of such securities at that time shall be deemed to be the initial bona
fide offering thereof.
(3) To remove from registration by means of a post-effective
amendment any of the securities being registered which remain unsold at the
termination of the offering.
(b) The undersigned registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act of 1933, each filing of the
registrant's annual report pursuant to Section 13(a) or 15(d) of the Securities
Exchange Act of 1934 (and, where applicable, each filing of an employee benefit
plan's annual report pursuant to Section 15(d) of the Securities Exchange Act of
1934) that is incorporated by reference in the registration statement shall be
deemed to be a new registration statement relating to the securities offered
therein, and the offering of such securities at that time shall be deemed to be
the initial bona fide offering thereof.
(c) Insofar as indemnification for liabilities arising under the
Securities Act of 1933 may be permitted to directors, officers and controlling
persons of the registrant pursuant to the foregoing provisions, or otherwise,
the registrant has been advised that in the opinion of the Securities and
Exchange Commission such indemnification is against public policy as expressed
in the Act and is, therefore, unenforceable. In the event that a claim for
indemnification against such liabilities (other than the payment by the
registrant of expenses incurred or paid by a director, officer or controlling
person of the registrant in the successful defense of any action, suit, or
proceeding) is asserted by such director, officer or controlling person in
connection with the securities being registered, the registrant will, unless in
the opinion of its counsel the matter has been settled by controlling precedent,
submit to a court of appropriate jurisdiction the question whether such
indemnification by it is against public policy as expressed in the Act and will
be governed by the final adjudication of such issue.
II-3
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the Registrant
certifies that it has reasonable grounds to believe that it meets all of the
requirements for filing on Form S-3 and has duly caused this Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Englewood, State of Colorado, on May 26, 1998.
MAIL-WELL, INC.
By: /s/ Gerald F. Mahoney
------------------------------------
Gerald F. Mahoney, Chief Executive Officer
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities and on the dates indicated.
POWER OF ATTORNEY
Each person whose signature appears below constitutes and appoints Paul V.
Reilly and Roger Wertheimer and each of them, as attorneys-in-fact, each with
the power of substitution, for him in any and all capacities, to sign any
amendments to this Registration Statement and to file the same, with exhibits
thereto and other documents in connection therewith, with the Securities and
Exchange Commission, granting to said attorney-in-fact, and each of them, full
power and authority to do and perform each and every act and thing requisite and
necessary to be done in connection therewith, as fully to all intents and
purposes as he might or could do in person, hereby ratifying and confirming all
that said attorneys-in-fact, or any one of them, or their or his substitute or
substitutes, may lawfully do or causes to be done by virtue hereof.
<TABLE>
<CAPTION>
SIGNATURE TITLE DATE
- --------- ----- ----
<S> <C> <C>
/s/ Gerald F. Mahoney Chairman of the Board/ May 26, 1998.
- ---------------------- Chief Executive Officer/Director
Gerald F. Mahoney
/s/ Paul V. Reilly President/Director May 26, 1998.
- ---------------------- Chief Operating Officer,
Paul V. Reilly Chief Financial Officer
(principal financial officer and
principal accounting officer)
/s/ Frank P. Diassi Director May 26, 1998.
- ----------------------
Frank P. Diassi
/s/ J. Bruce Duty Director May 26, 1998.
- ----------------------
J. Bruce Duty
/s/ Frank J. Hevrdejs Director May 26, 1998.
- ----------------------
Frank J. Hevrdejs
/s/ Jerome W. Pickholz Director May 26, 1998.
- ----------------------
Jerome W. Pickholz
</TABLE>
II-4
<PAGE>
INDEX TO EXHIBITS
<TABLE>
<CAPTION>
EXHIBIT NO. EXHIBITS
----------- --------
<S> <C>
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 Johnson & Lyons LLP
23.1 Consent of Rothgerber Johnson & Lyons LLP (included in Exhibit
5.1)
23.2 Consent of Deloitte & Touche LLP
24.1 Power of Attorney (included on signature page attached hereto).
</TABLE>
II-5
<PAGE>
May 26, 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 May 26, 1998, with respect
to the offer and sale of 143,330 shares of common stock, $0.01 par value, issued
pursuant to an Acquisition Agreement and Plan of Merger dated April 25, 1998
between the Company, Century Index Corporation and the former shareholders of
Century, and pursuant to an Acquisition Agreement and Plan of Share Exchange
dated April 20, 1998 between the Company and South Press, Inc., as described in
the Registration Statement.
We have reviewed such corporate documents and have made such investigation
of Colorado law as we have deemed necessary under the circumstances. Based on
that review and investigation, it is our opinion that the shares referred to
above have been duly authorized and issued, and are fully paid and
nonassessable.
We consent to the use by Mail-Well, Inc. (the "Company") in the Company's
Form S-3 Registration Statement to be filed on or about May 26, 1998, of our
name and the statement with respect to our firm under the heading of "Legal
Matters" in the Registration Statement.
Sincerely yours,
ROTHGERBER JOHNSON & LYONS LLP
<PAGE>
INDEPENDENT AUDITORS' CONSENT
We consent to the incorporation by reference in this Registration Statement of
Mail-Well, Inc. on Form S-3 of our reports dated January 26, 1998 (February 11,
1998 as to the second and third paragraphs of Note 12) appearing in and
incorporated by reference in the Annual Report on Form 10-K of Mail-Well, Inc.
for the year ended December 31, 1997 and to the reference to us under the
heading "Experts" in the Prospectus, which is part of this Registration
Statement.
DELOITTE & TOUCHE LLP
May 26, 1998
