<PAGE>
As filed with the Securities and Exchange Commission on August 4, 1998
REGISTRATION NO. 333-______
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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. / /
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
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Proposed Proposed
Amount Maximum Maximum Amount of
Title of Shares to be Offering Price Aggregate Registration
to be Registered Registered Per Share Offering Price Fee
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<S> <C> <C> <C> <C>
Common Stock . . . . . . . . 48,182 Shares $ 19.16(1) $923,167(1) $ 272.33
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</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 July
31, 1998.
<PAGE>
THE REGISTRANT HEREBY AMENDS THIS REGISTRATION STATEMENT ON SUCH DATE OR
DATES AS MAY BE NECESSARY TO DELAY ITS EFFECTIVE DATE UNTIL THE REGISTRANT
SHALL FILE A FURTHER AMENDMENT WHICH SPECIFICALLY STATES THAT THIS
REGISTRATION STATEMENT SHALL THEREAFTER BECOME EFFECTIVE IN ACCORDANCE WITH
SECTION 8(a) OF THE SECURITIES ACT OF 1933 OR UNTIL THE REGISTRATION
STATEMENT SHALL BECOME EFFECTIVE ON SUCH DATE AS THE COMMISSION, ACTING
PURSUANT TO SAID SECTION 8(a), MAY DETERMINE.
<PAGE>
PROSPECTUS
48,182 SHARES
MAIL-WELL, INC.
COMMON STOCK
This Prospectus relates to the offering, which is not being
underwritten, of up to 48,182 shares (the "Shares") of common stock, par
value $0.01 per share ("Common Stock") 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 Illinois Envelope, Inc. ("Illinois"), 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 June 1, 1998, among the
Company, Illinois, and the former shareholders of Illinois.
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."
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SEE "RISK FACTORS" ON PAGES 2 TO 5 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 August 4, 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 Reports on Form 10-Q and Amendment No. 1 to
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, March 13, 1998, May 28, 1998, and May 30, 1998, and
Amendment No. 1 to Form 8-K dated May 30, 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.
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<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 1998, the Company is now a major printer
of custom business communications documents for the distributor market, a
major printer of glue-applied paper labels for the beverage, food and
household products industries, and a significant competitor in the broader
general commercial printing segment. 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 June 30,
1998, the Company and its subsidiaries operated over 90 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.
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
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<PAGE>
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. In addition, the acquisition of target companies outside
of the Company's traditional core competencies of envelope converting and
printing may create additional risks due to management's lack of familiarity
with new markets and other factors. 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. Furthermore, each particular acquisition may involve a
number of special risks, including possible adverse effects on the acquired
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 Commission recently approved rate increases of approximately 4%
for direct mail and 3% for first class mail, effective January 1999. These
postal rate increases are significantly less than the cumulative rate of
inflation since the last postal rate increases. Management does not expect
these 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 June 30, 1998, the Company had approximately
11,000 full-time employees, of whom approximately 2,800 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.
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.
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<PAGE>
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 market segments of the printing industry 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 high
impact, commercial, paper label and business communications document printing
markets, the Company competes against a number of large, diversified and
financially stronger printing companies, as well as regional and local
commercial printers, many of which are capable of competing with the Company
in both volume and production quality.
AVAILABILITY OF ALTERNATIVE DELIVERY MEDIA. The Company's envelope
printing and manufacturing business is highly dependent upon the demand for
envelopes sent through the mail. Such demand comes from utility companies,
banks and other financial institutions, among others. As the current trend
towards usage of the Internet and other electronic media by consumers for
such purposes as paying utility and credit card bills grows, the Company
expects the demand for envelopes for such purposes to decline. Although
management believes that overall demand for envelopes will continue to grow
at rates comparable to recent historical levels, there can be no assurance
that competition from alternative media will not have an adverse effect on
such demand.
NATURE OF PRINTING BUSINESS. The envelope and high-impact color
printing businesses in which the Company competes are generally characterized
by individual orders from customers or short-term (less than one year) supply
contracts. In the high-impact color printing market in particular, customer
orders are typically for specific printing jobs, and continued or repeat
engagements for successive jobs depending upon the customer's satisfaction
with the services provided. Although the Company is not dependent upon any
one customer or group of customers, and management believes that the Company
has and will continue to have excellent relations with its customers, there
can be no assurance that any particular customer will continue to do business
with the Company over an extended period of time. In addition, the timing of
particular jobs or types of jobs at particular times of year may cause
fluctuations in the financial results of the Company's high-impact color
printing operations in any given quarter.
RESTRICTIVE COVENANTS. The Credit Agreements and the indenture pursuant
to which the 10 1/2% Senior Subordinated Notes due 2004 were issued by
Mail-Well I Corporation, a wholly-owned subsidiary of the Company (the
"Indenture"), contain numerous financial and operating covenants and require
the Company and its subsidiaries to meet certain financial ratios and tests.
A failure to comply with the obligations contained in the Credit Agreements
or the Indenture could result in an event of default under either the Credit
Agreements or the Indenture which could permit acceleration of the related
debt and acceleration of debt under other instruments that may contain cross-
acceleration or cross-default provisions.
CONTROL BY MANAGEMENT AND DIRECTORS. As of June 30, 1998, officers and
directors of the Company and entities affiliated with them beneficially owned
approximately 13.7% of the outstanding shares of Common Stock. In addition,
the Company's employee stock ownership plan ("ESOP") owned approximately 8.0%
of the outstanding shares, of which approximately 3.4% were unallocated and
thus voted at the direction of 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
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"Convertible Note Indenture"), pursuant to which the Convertible Notes are
convertible into Common Stock at a price of $19.00 per share (equivalent to a
conversion rate of 52.6316 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 relationships 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 I Corporation. Because all of the operations of the Company are
conducted through its subsidiaries, the Company's cash flow and consequently
its ability to service debt and pay dividends is dependent upon the cash flow
of its subsidiaries and the transfer of funds by its subsidiaries to the
Company in the form of loans, dividends or otherwise. The subsidiaries are
distinct legal entities and have no obligation, contingent or otherwise, to
pay any amounts due pursuant to the various obligations of indebtedness of
the Company or to make any funds available therefor, whether in the form of
loans, dividends or otherwise. Moreover, the Credit Agreements and the
Indenture restrict the Company's ability to pay dividends.
ENVIRONMENTAL COMPLIANCE. The Company's operations are subject to
federal, state and local environmental laws and regulations relating to air
emissions, waste generation, handling, management and disposal, and at
certain facilities, wastewater treatment and discharge. In addition, certain
of the Company's predecessors have been designated as potentially responsible
parties under the Comprehensive Environmental Response, Compensation and
Liability Act of 1980 with respect to off-site disposal of hazardous waste.
While management believes that the Company has minimal exposure as a result
of such designations and that the Company's current operations are in
substantial compliance with applicable environmental laws and regulations,
there can be no assurance that currently unknown matters, new laws and
regulations, or stricter interpretations of existing laws and regulations
will not materially affect the Company's business or operations in the future.
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.
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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. All 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 Shareholder has
had with the Company in the last three years, the number of shares (and
percentage if greater than one percent) of Common Stock held by such Selling
Shareholder prior to the offering, the number of Shares being offered hereby
for the Selling Shareholder's account, and (if greater than one percent) the
percentage of the outstanding Common Stock to be owned by such Selling
Shareholder after completion of the offering:
<TABLE>
<CAPTION>
SHARES BENEFICIALLY SHARES BENEFICIALLY
POSITION WITH THE OWNED PRIOR OWNED AFTER
COMPANY TO THE OFFERING THE OFFERING(1)
----------------- -------------------- -------------------
SHARES
NAME NUMBER PERCENT OFFERED NUMBER PERCENT
- ---- ------ ------- ------- ------ -------
<S> <C> <C> <C> <C> <C> <C>
Thomas T. Huff(2) None 43,364 * 43,364 0 0
Scott Chew None 4,818 * 4,818 0 0
</TABLE>
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* less than one percent.
(1) Assuming all of the Shares are sold pursuant to this Prospectus--see "Plan
of Distribution".
(2) Shares held of record by Peregrine Investments, LLC, of which Mr. Huff is
sole owner.
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. Each Selling Shareholder will act
independently of the Company in making decisions with respect to the timing,
manner and size of each sale. The Selling Shareholders may sell the Shares
being offered hereby on the New York Stock Exchange, or otherwise, at prices
and under terms then prevailing or at prices related to the then current
market price or at negotiated prices. The Shares may be sold by one or more
of the following means of distribution: (a) a block-trade in which the
broker-dealer so engaged will attempt to sell Shares as agent, but may
position and resell a portion of the block as principal to facilitate the
transaction; (b) purchases by a
-6-
<PAGE>
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 the 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 brokers 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 financial statements of the Company and its consolidated
subsidiaries and the supplemental financial statements of the Company and its
consolidated subsidiaries, except Color Art, Inc., and Subsidiaries, as of
December 31, 1997 and 1996 and for each of the three years in the period
ended December 31, 1997, incorporated by reference in this Prospectus, and the
related financial statement schedules incorporated by reference in this
Prospectus have been audited by Deloitte & Touche LLP, as stated in their
reports, which are incorporated herein by reference. The financial statements
of Color Art, Inc. and Subsidiaries (consolidated with those of the Company)
have been audited by Rubin, Brown, Gornstein & Co., LLP as stated in their
reports which are incorporated herein by reference. Such financial statements
of the Company and its consolidated subsidiaries are included herein in
reliance upon the respective reports of such firms given upon their authority
as experts in accounting and auditing. The foregoing firms are independent
auditors.
-7-
<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. . . . . . . . . . . . . . . . . . . . . . . . . . . . 1
Incorporation of Certain Documents
by Reference . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1
The Company. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2
Risk Factors . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2
Recent Developments. . . . . . . . . . . . . . . . . . . . . . . . . . . . . 6
Use of Proceeds. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 6
Selling Shareholders . . . . . . . . . . . . . . . . . . . . . . . . . . . . 6
Plan of Distribution . . . . . . . . . . . . . . . . . . . . . . . . . . . . 6
Legal Matters. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 7
Experts. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 7
</TABLE>
MAIL-WELL, INC.
COMMON STOCK
-------------------
P R O S P E C T U S
-------------------
August 4, 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 Expenses . . . . . . . . . . . . . . . . . . 2,500
SEC Filing Fee. . . . . . . . . . . . . . . . . . . . . . . 272
--------
TOTAL . . . . . . . . . . . . . . . . . . . . . . . . . . . $ 8,772
--------
--------
</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."
ITEM 16. EXHIBITS.
The following Exhibits are filed as a part of this Registration
Statement pursuant to Item 601 of Regulation S-K:
II-1
<PAGE>
<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 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 hereto)
23.2 Consent of Deloitte & Touche LLP
23.3 Consent of Rubin, Brown, Gornstein & Co. 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-2
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the
Registrant certifies that it has reasonable grounds to believe that it meets
all of the requirements for filing on Form S-3 and has duly caused this
Registration Statement to be signed on its behalf by the undersigned,
thereunto duly authorized, in the City of Englewood, State of Colorado, on
August 4, 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/ August 4, 1998.
- ------------------------- Chief Executive Officer/Director
Gerald F. Mahoney
/s/ Paul V. Reilly President/Director August 4, 1998.
- ------------------------- Chief Operating Officer,
Paul V. Reilly Chief Financial Officer
(principal financial officer and
principal accounting officer)
/s/ Frank P. Diassi Director August 4, 1998.
- -------------------------
Frank P. Diassi
/s/ J. Bruce Duty Director August 4, 1998.
- -------------------------
J. Bruce Duty
II-3
<PAGE>
/s/ Frank J. Heverdejs Director August 4, 1998.
- -------------------------
Frank J. Heverdejs
/s/ Jerome W. Pickholz Director August 4, 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 hereto)*
23.2 Consent of Deloitte & Touche LLP*
23.3 Consent of Rubin, Brown, Gornstein & Co. LLP*
24.1 Power of Attorney (included on signature page attached hereto)*
</TABLE>
- -------------------------------
*Filed herewith
<PAGE>
Exhibit 5.1
August 3, 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 August 4, 1998, with
respect to the offer and sale of 48,182 shares of common stock, $0.01 par
value, issued by the Company in connection with the acquisition of Illinois
Envelope, Inc. (the "Acquired Company") pursuant to that certain Acquisition
Agreement and Plan of Merger among the Company, Mail-Well I Corporation, the
Acquired Company and the former shareholders of the Acquired Company, 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 the Company, in the Registration Statement, 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>
Exhibit 23.2
INDEPENDENT AUDITORS' CONSENT
We consent to the incorporation by reference in this Registration
Statement of Mail-Well, Inc. on Form S-3 of our reports dated January 26,
1998 (February 11, 1998 as to the second and third paragraphs of Note 12)
appearing in the Annual Report on Form 10-K of Mail-Well, Inc. for the year
ended December 31, 1997 and of our report dated July 10, 1998 appearing in
Amendment No. 1 to Current Report on Form 8-K/A of Mail-Well, Inc. dated May
30, 1998. We also consent to the reference to us under the heading "Experts"
in the Prospectus, which is part of this Registration Statement.
DELOITTE & TOUCHE LLP
Denver, Colorado
August 4, 1998
<PAGE>
Exhibit 23.3
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 March 6, 1998
(except for Notes 7 and 13, which are dated May 15, 1998 and May 22, 1998,
respectively) and March 7, 1997 (except for Note 7, which is dated March 24,
1997) appearing in Amendment No. 1 to Current Report on Form 8-K/A of
Mail-Well, Inc. dated May 30, 1998. We also consent to the reference to us
under the heading "Experts" in the Prospectus, which is part of this
Registration Statement.
Rubin, Brown, Gornstein & Co. LLP
St. Louis, MO
August 4, 1998
