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As filed with the Securities and Exchange Commission on March 8, 1999
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)
<TABLE>
<S> <C> <C>
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)
</TABLE>
(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>
CALCULATION OF REGISTRATION FEE
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<CAPTION>
Proposed
Amount Maximum Proposed Maximum Amount of
Title of Shares to be Offering Price Aggregate Registration
to be Registered Registered Per Share Offering Price Fee
- ----------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Common Stock 70,564 Shares $ 13.71875 <F1> $ 968,049.88 <F1> $ 285.58
====================================================================================================
<FN>
<F1> 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 March 4, 1999.
</TABLE>
THE REGISTRANT HEREBY AMENDS THIS REGISTRATION STATEMENT ON SUCH
DATE OR DATES AS MAY BE NECESSARY TO DELAY ITS EFFECTIVE DATE UNTIL THE
REGISTRANT SHALL FILE A FURTHER AMENDMENT WHICH SPECIFICALLY STATES THAT
THIS REGISTRATION STATEMENT SHALL THEREAFTER BECOME EFFECTIVE IN
ACCORDANCE WITH SECTION 8(a) OF THE SECURITIES ACT OF 1933 OR UNTIL THE
REGISTRATION STATEMENT SHALL BECOME EFFECTIVE ON SUCH DATE AS THE
COMMISSION, ACTING PURSUANT TO SAID SECTION 8(a), MAY DETERMINE.
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PROSPECTUS
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70,564 Shares
MAIL-WELL, INC.
COMMON STOCK
Certain of our shareholders have advised us that they intend to
sell from time to time up to 70,564 shares of our common stock, $0.01
par value per share. No underwriter is underwriting this offering. The
selling shareholders, or their authorized transferees, may offer the
shares from time to time in one or more transactions on the New York
Stock Exchange at prevailing market prices, or in negotiated
transactions at agreed upon prices, or in a combination of such methods
of sale. We will receive no part of the proceeds of such sales. We
originally issued all of the shares offered by this document in
connection with our acquisition of Armstrong-White, Inc. That issuance
of shares was exempt from the registration requirements of the
Securities Act of 1933, as amended, under Section 4(2) of the Securities
Act and Regulation D thereunder. We are registering the shares as
required by a Stock Purchase Agreement dated August 27, 1998, which we
entered into with Armstrong-White, Inc. and its former shareholders.
Our common stock is listed on the New York Stock Exchange under
the symbol "MWL". We do not know the prices at which the selling
shareholders will sell any of the shares, or the commissions the selling
shareholders will pay, if any, in connection with any such sale. These
prices and commissions may vary from transaction to transaction. We
will pay all expenses incident to offering and selling the shares to the
public other than any commissions and discounts of underwriters, dealers
or agents and any transfer taxes.
In this document, we will sometimes refer to Mail-Well, Inc. as
simply "Mail-Well" or as the "Company." We will also sometimes refer to
the shares being offered by this Prospectus as the "Shares," and to our
common stock as the "Common Stock."
___________________
SEE "RISK FACTORS" ON PAGES 2 TO 6 FOR A DISCUSSION OF CERTAIN FACTORS
THAT YOU SHOULD CONSIDER IN CONNECTION WITH AN INVESTMENT IN THE
SECURITIES.
NEITHER THE SECURITIES AND EXCHANGE COMMISSION NOR ANY STATE SECURITIES
COMMISSION HAS APPROVED OR DISAPPROVED OF THESE SECURITIES OR
PASSED UPON THE ACCURACY OR ADEQUACY OF THIS PROSPECTUS. ANY
REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.
This Prospectus is dated March 8, 1999
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THE COMPANY
The Company is a leading consolidator in the printing industry,
with revenues of $1.5 billion for the year ended December 31, 1998. The
printing industry is one of the largest and most fragmented industries
in the United States with total estimated 1997 sales of $142 billion
among an estimated 52,000 printing businesses, according to the Printing
Institute of America, Inc. (the "PIA"). We compete in the following
four market segments of the printing industry:
* Envelopes
* Commercial Printing
* Printing for Distributors
* Labels
Since our inception in February 1994, we have completed 44
acquisitions in the printing industry, for purchase prices ranging from
$2.5 million to $97.4 million. We are the largest printer and
manufacturer of envelopes in the United States and Canada and one of the
leading commercial printers in the United States. We are also the
largest printer of custom business documents for the distributor market
in the United States and a leading printer of glue-applied paper labels
for the food and beverage industry. We currently operate 100 printing
facilities throughout North America, serving over 40,000 customers.
We believe that we have certain competitive advantages in the
printing industry, including the ability to (i) utilize our network of
strategically located plants and sales offices to attract customers that
require production from multiple locations, (ii) realize cost savings as
a result of volume related purchases of paper, ink and other raw
materials, (iii) reduce overhead expense through the consolidation of
certain administrative functions for insurance, employee benefits and
financial management, (iv) increase profitability through the
optimization of equipment utilization among facilities, (v) offer
customers greater flexibility in meeting their needs due to more
available capacity and equipment capabilities and (vi) combine the
responsiveness of a local or regional facility with resources of a large
national company.
Our principal executive offices are located at 23 Inverness Way
East, Suite 160, Englewood, Colorado 80112; our telephone number is
(303) 790-8023.
RISK FACTORS
An investment in the securities offered by this Prospectus
involves a high degree of risk. You 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 "anticipate," "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
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a result of various factors. We undertake 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.
Availability, Financing and Integration of Acquisitions
We have grown rapidly through acquisitions. Although we believe
that our experience in conducting acquisitions is an important asset, we
cannot be certain that current management, personnel and other corporate
infrastructure will be adequate to manage continued growth. In
addition, to the extent that our continued growth and success depend on
making further acquisitions, we cannot be certain that we will be able
to continue to identify and acquire other businesses on favorable terms
or that, if we are able to acquire businesses on favorable terms, we
will be able to successfully integrate the acquired businesses into our
current business or profitably manage them. There may also be increased
competition for acquisition candidates, in which event we may have fewer
acquisition opportunities available to us, or be faced with the prospect
of paying higher prices for target companies, and we may generate less
cash flow as a result.
In addition, the acquisition of target companies outside of our
traditional business of envelope converting and printing may create
additional risks due to management's lack of familiarity with new
markets and other factors. In particular, should we be able to
identify, acquire and successfully integrate acquired businesses into
our own, we may incur substantial costs, delays or other operational or
financial problems in doing so, and we may not be able to profitably
manage them. 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, unanticipated
events or liabilities and amortization of acquired intangible assets,
some or all of which could have a material adverse effect on our
business, cash flow and profitability.
We may finance future acquisitions through any one of the
following:
* additional indebtedness;
* cash from operations;
* the issuance of common stock or other securities to the
sellers;
* the sale of common stock or other securities in public or
private offerings; or
* any combination of the above.
In the event that any one or more of these financing structures
are unavailable, our ability to make acquisitions would be limited. We
cannot be certain that we will be able to obtain all the financing we
will need in the future on satisfactory terms or at all. Our failure to
obtain such financing may require us to curtail our growth plans which
may in turn make it more difficult for us to repay our debt.
Leverage and Debt Service
Our level of debt may affect our operations and our ability to
make payments on our indebtedness. We have incurred substantial amounts
of debt in order to finance acquisitions and operations. As of December
31, 1998, our total indebtedness was approximately $591.5 million,
representing approximately 1.98 times total shareholders' equity.
The amount of debt the Company owes could have several important
effects on future operations of our business. For example:
* our ability to obtain additional financing for working
capital, acquisitions, capital expenditures or other
corporate purposes in the future may be limited;
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* a substantial portion of our cash flow from operations is
dedicated to the payment of principal and interest on
indebtedness, and is not available to fund working capital,
capital expenditures, acquisitions and other business
purposes;
* we may be more vulnerable to economic downturns or other
adverse developments than less leveraged competitors; and
* certain of our borrowings bear interest at fluctuating rates
which could result in higher interest expense in the event
of an increase in interest rates.
Our ability to make scheduled payments of principal or interest
on, or to reduce or refinance, indebtedness depends on our future
operating performance and resulting cash flow. To a certain extent,
future performance will be subject to prevailing economic conditions and
financial, competitive and other factors beyond our control. We cannot
be certain, however, that our business, or businesses that we acquire in
the future, will generate sufficient cash flow from operations to enable
us to service all of our debt. We may need additional funding from
either debt or equity offerings in the future in order to refinance
existing debt or to continue to grow our business through acquisitions
or internally. We cannot be sure that we will have access to any such
sources of funding on satisfactory terms or on a timely basis or at all.
Despite current indebtedness levels, we may still be able to incur
substantially more debt. This could further exacerbate the risks
described above.
Nature of Printing Business
The printing industry in which we compete is generally
characterized by individual orders from customers or short-term (less
than one year) contracts. Most of our customers are not contractually
obligated to purchase products or services from us. Most customer
orders are for specific printing jobs, and repeat business largely
depends on our customers' satisfaction with the work we do. Although
our business is not dependent upon any one customer or group of
customers, we cannot be sure that any particular customer will continue
to do business with us for any period of time even though we believe
that we have and will continue to have the ability to provide the
highest quality printed products and services to our customers. In
addition, the timing of particular jobs or types of jobs at particular
times of year may cause fluctuations in the operating results of our
various printing operations in any given quarter.
Competition
The North American printing industry in which we compete is
extremely fragmented and highly competitive. In the envelope market, we
compete primarily with a few multi-plant and many single-plant companies
servicing regional and local markets. In the commercial printing,
consumer labels and custom business communications documents printing
markets, we compete 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 us on
volume, price and production quality. We are constantly seeking ways to
reduce our costs and become more efficient competitors, and we believe
that our consolidation strategy in each of our markets has been and will
continue to be successful in achieving these goals. However, we cannot
be certain that these efforts will continue to be successful or that our
competitors will not be more successful in their similar efforts to
reduce costs and become more efficient. If we fail to reduce costs and
increase productivity, we may face decreased profit margins in markets
where we encounter price competition, which in turn could reduce our
cash flow and profitability.
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 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, including direct mail, which is a significant
portion of our envelope volume. The U.S.
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Postal Commission recently approved rate increases of approximately 4%
for direct mail and 3% for first class mail, effective January 1999.
The Canadian Post Corporation (the "CPC") increased the basic postal
rate by approximately 6.7% in 1996, contributing to a leveling off of
the growth rate of mail sent. The CPC raised rates a further 4.7% in
1998. These postal rate increases are significantly less than the
cumulative rate of inflation since the last postal rate increases. We
cannot be sure that direct mail marketers will not reduce their volume
as a result of these increases. Because rate increases in the U.S. and
Canada are largely outside our control, we can provide no assurance that
future increases in U.S. and/or Canadian postal rates will not have a
negative effect on the level of mail sent, or the volume of envelopes
purchased, in either or both countries. In such event, we would expect
to experience a decrease in cash flow and profitability or financial
position.
Labor Relations
As of December 31, 1998, the Company had approximately 12,100
full-time employees, of whom approximately 3,000 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, we could experience a disruption of operations, higher
labor costs or both. A lengthy strike could result in a material
decrease in cash flow or profitability.
Cost and Availability of Paper
The cost of paper represents a significant portion of our cost of
materials. Increases in paper costs could have a material adverse effect
on our business. Historically, we have been able to maintain gross
profit on a dollars per unit basis when paper prices increase by passing
paper price increases on to our customers and by receiving increased
proceeds from waste paper sales. We cannot be certain, however, that we
will be able to continue to pass on future increases in the cost of
paper. Moreover, rising paper costs and their consequent impact on our
pricing could lead to a decrease in our 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 our products,
particularly from the direct-mail advertising industry. Although we
have been successful in negotiating favorable pricing relationships with
paper vendors, the overall paper market is largely beyond our control.
As a result, we cannot be certain that future paper price increases will
not result in decreased volumes and decreased cash flow and
profitability.
Due to the significance of paper in the manufacture of most of our
products, we are 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 our large volume paper purchases from several paper producers,
we generally have not experienced difficulty in obtaining adequate
quantities of paper, although we have occasionally experienced minor
delays in delivery. Although we believe that our attractiveness to
vendors as a large volume paper purchaser will continue to enable us to
receive adequate supplies of paper in the future, unforeseen
developments in world paper markets coupled with shortages of raw paper
could result in a decrease in supply, which would cause a decrease in
the volume of product we could produce and sell, and a corresponding
decrease in cash flow and profitability.
Availability of Alternative Delivery Media
Our 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. Our printing business also depends upon
demand for printed advertising and business forms, among others. Usage
of the Internet and other electronic media continues to grow. Consumers
use these media for such purposes as paying utility and credit card
bills. Advertisers use them for targeted campaigns directed at specific
electronic user groups. Large and small businesses use electronic media
to conduct business, send invoices and collect bills. We expect the
demand for envelopes and other printed materials for these purposes to
decline. Although we expect countervailing trends, for example the
growth of targeted direct mail campaigns based upon mailing lists
generated by electronic purchases, to cause overall demand for envelopes
and other printed materials to continue to grow at rates comparable to
recent historical levels, we cannot be certain that the acceleration of
the trend towards electronic media such as the Internet and other
alternative media will not cause a decrease in the demand for our
products, which would result in a decrease in our sales, cash flow and
profitability.
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Environmental Compliance
Our 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 sellers from whom we have bought businesses in the past 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. We believe that we
have minimal exposure as a result of such designations, as a result of
indemnities obtained in the course of acquisitions or because of the de
minimis nature of the claims, or both. We also believe that our current
operations are in substantial compliance with applicable environmental
laws and regulations. We cannot be certain, however, that currently
unknown matters, new laws and regulations, or stricter interpretations
of existing laws and regulations will not materially affect our business
or operations in the future.
Dependence on Key Management
Our success will continue to depend to a significant extent on our
executive officers and other key management personnel. We do not as a
matter of policy have employment agreements with executive officers. We
cannot be certain that we will be able to retain our executive officers
and key personnel or attract additional qualified management in the
future. In addition, the success of our acquisitions may depend, in
part, on our ability to retain management personnel of the acquired
companies. We do not carry key-person insurance on any of our
managerial personnel.
Year 2000 Issues
The Year 2000 issue concerns the potential exposures related to
the erroneous generation of business and financial information resulting
from the fact that certain computer systems and programs use two digits,
rather than four, to define the applicable year of business
transactions. These programs do not properly recognize a year that
begins with "20" instead of the familiar "19." These programs may
process data incorrectly or stop processing data altogether. We rely
upon our own and vendor-supplied technology and recognize the potential
business risk to our assets and systems associated with the arrival of
the Year 2000. Failure to be Year 2000 compliant could have a material
adverse effect on our results of operations, business, prospects and
financial condition.
USE OF PROCEEDS
We 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 or their authorized transferees
(collectively, the "Selling Shareholders"), as described below. See
"Selling Shareholders" and "Plan of Distribution."
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SELLING SHAREHOLDERS
The following table lists the Selling Shareholders for whose
account the Shares are being offered hereby, the number of shares (and
percentage if greater than one percent) of Common Stock held by such
Selling Shareholder prior to the offering, the number of Shares being
offered hereby for the Selling Shareholder's account, and (if greater
than one percent) the percentage of the outstanding Common Stock to be
owned by such Selling Shareholder after completion of the offering:
<TABLE>
<CAPTION>
SHARES BENEFICIALLY SHARES BENEFICIALLY
OWNED PRIOR OWNED AFTER
TO THE OFFERING THE OFFERING<F1>
------------------------ ----------------------
SHARES
NAME NUMBER PERCENT OFFERED NUMBER PERCENT
- ---- ------ ------- ------- ------ -------
<S> <C> <C> <C> <C> <C>
Dean W. Armstrong 35,282 <F*> 35,282 0 0
Charles N. White 35,282 <F*> 35,282 0 0
<FN>
_____________________
<F*> less than one percent.
<F1> Assuming all of the Shares are sold pursuant to this Prospectus--
see "Plan of Distribution".
</TABLE>
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 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.
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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, except the 1997 and 1996 consolidated financial statements
of Color Art, Inc. and Subsidiaries, as of December 31, 1998 and 1997
and for each of the three years in the period ended December 31, 1998,
and the related financial statement schedules incorporated in this
Prospectus by reference from the Company's Annual Report on Form 10-K
for the year ended December 31, 1998, have been audited by Deloitte &
Touche LLP as stated in their report, which is incorporated herein by
reference. The 1997 and 1996 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 report,
which is incorporated herein by reference. Such financial statements of
the Company and its consolidated subsidiaries have been so incorporated
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.
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WHERE YOU CAN FIND MORE INFORMATION
The Company has filed with the Securities and Exchange Commission
(the "Commission") a registration statement under the Securities Act
(the "Registration Statement"), which registers the Common Stock being
offered by this Prospectus. The Registration Statement, including its
attached exhibits and schedules, contains additional relevant
information about the Company and the Common Stock. The rules and
regulations of the Commission allow us to omit certain information
included in the Registration Statement from this Prospectus. Such
additional information is available for inspection and copying at the
offices of the Commission.
Mail-Well files annual, quarterly and current reports, proxy
statements and other information with the Commission. You may read and
copy any reports, statements or other information that the Company files
at the following locations of the Commission:
Public Reference Room New York Regional Office Chicago Regional Office
450 Fifth Street, N.W. 7 World Trade Center Citicorp Center
Room 1024 13th Floor 500 West Madison Street
Washington, D.C. 20549 New York, NY 10048 Suite 1400
Chicago, IL 60661
Please call the Commission at 1-800-SEC-0330 for further
information. The Company's public filings are also available from
commercial document retrieval services and at the Internet web site
maintained by the Commission at http://www.sec.gov.
The Commission allows the Company to "incorporate by reference"
information into this Prospectus, which means that the Company can
disclose important information to investors by referring them to another
document filed separately with the Commission. The information
incorporated by reference is deemed to be part of this Prospectus,
except for any information superseded by information contained directly
in this document. This Prospectus incorporates by reference the
documents set forth below that the Company has previously filed with the
Commission. These documents contain important information about the
Company and its financial condition.
Mail-Well Commission Filings (File No. 1-12551)
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Annual Report on Form 10-K for the year ended December 31, 1998.
Description of the Common Stock contained in the Company's
Registration Statement on Form 8-A, filed with the Commission
under Section 12 of the Exchange Act.
Additional documents that the Company may file with the Commission
between the date of this Prospectus and the date this offering is
terminated are also incorporated by reference. These include any
periodic reports, such as Annual Reports on Form 10-K, Quarterly Reports
on Form 10-Q and Current Reports on Form 8-K, as well as any proxy
statements.
You can obtain any of the documents incorporated by reference in,
but not included with, this Prospectus from the Company without charge,
excluding all exhibits unless the Company has specifically incorporated
by reference an exhibit in this Prospectus, by requesting them in
writing or by telephone from the following address:
Mail-Well, Inc.
Attn: Investor Relations
23 Inverness Way East, Suite 160
Englewood, Colorado 80112
Telephone: (303) 790-8023
-9-
<PAGE>
<PAGE>
===========================================================================
WE HAVE NOT AUTHORIZED ANYONE TO GIVE ANY INFORMATION OR MAKE ANY
REPRESENTATION ABOUT THE COMPANY THAT IS DIFFERENT FROM, OR IN ADDITION
TO, THAT CONTAINED IN THIS PROSPECTUS. THEREFORE, IF ANYONE DOES GIVE
YOU INFORMATION OF THIS SORT, YOU SHOULD NOT RELY ON IT. IF YOU ARE IN
A JURISDICTION WHERE AN OFFER TO SELL, OR THE SOLICITATION OF AN OFFER
TO BUY, ANY OF THE SECURITIES OFFERED BY THIS PROSPECTUS IS UNLAWFUL, OR
IF YOU ARE A PERSON TO WHOM IT IS UNLAWFUL TO DIRECT THESE KINDS OF
ACTIVITIES, THE OFFER PRESENTED IN THIS PROSPECTUS DOES NOT EXTEND TO
YOU. THIS PROSPECTUS SPEAKS ONLY AS OF THE DATE OF THIS PROSPECTUS
UNLESS THE INFORMATION SPECIFICALLY INDICATES THAT ANOTHER DATE APPLIES.
________________
<TABLE>
TABLE OF CONTENTS
<CAPTION>
Page
----
<S> <C>
The Company. . . . . . . . . . . . . . . . . . . . . . . 2
Risk Factors . . . . . . . . . . . . . . . . . . . . . . 2
Use of Proceeds. . . . . . . . . . . . . . . . . . . . . 6
Selling Shareholders . . . . . . . . . . . . . . . . . . 7
Plan of Distribution . . . . . . . . . . . . . . . . . . 7
Legal Matters. . . . . . . . . . . . . . . . . . . . . . 8
Experts. . . . . . . . . . . . . . . . . . . . . . . . . 8
Where You Can Find More Information. . . . . . . . . . . 9
</TABLE>
===========================================================================
===========================================================================
MAIL-WELL, INC.
COMMON STOCK
________________
P R O S P E C T U S
________________
March 8, 1999
===========================================================================
<PAGE>
<PAGE>
PART II. INFORMATION NOT REQUIRED IN PROSPECTUS
ITEM 14. OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION.
The estimated expenses of the offering (except for Commission
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
Commission Filing Fee. . . . . . . . . . . . . . . . . 286
--------
TOTAL. . . . . . . . . . . . . . . . . . . . . . . . . $ 8,786
========
</TABLE>
ITEM 15. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
Section 7-109-101 et seq. of the Colorado Business Corporation Act
empowers a Colorado corporation to indemnify its directors, officers,
employees and agents under certain circumstance, as well as providing
for the elimination of personal liability of directors and officers of a
Colorado corporation for monetary damages.
Article V of the Articles of Incorporation of the Registrant reads
as follows:
"The Corporation shall indemnify, to the fullest extent permitted
by applicable law in effect from time to time, any person, and the
estate and personal representative of any such person, against all
liability and expense (including attorneys' fees) incurred by reason of
the fact that he or she is or was a director or officer of the
Corporation or, while serving as a director or officer of the
Corporation, he or she is or was serving at the request of the
Corporation as a director, officer, partner, trustee, employee,
fiduciary, or agent of, or in any similar managerial or fiduciary
position of, another domestic or foreign Corporation or other individual
or entity or of an employee benefit plan. The Corporation shall also
indemnify any person who is serving or has served the Corporation as
director, officer, employee, fiduciary, or agent, and that person's
estate and personal representative, to the extent and in the manner
provided in any bylaw, resolution of the shareholders or directors,
contract, or otherwise, so long as such provision is legally
permissible."
Article VI of the Articles of Incorporation of the Registrant
reads as follows:
"There shall be no personal liability of a director to the
Corporation or to its shareholders for monetary damages for breach of
fiduciary duty as a director, except that said personal liability shall
not be eliminated to the Corporation or to the shareholders for monetary
damages arising due to any breach of the director's duty of loyalty to
the Corporation or to the shareholders, acts or omissions not in good
faith or which involve intentional misconduct or a knowing violation of
law, acts specified in section 7-108-403, C.R.S., or any transaction
from which a director derived an improper personal benefit.
Notwithstanding any other provisions herein, personal liability of a
director shall be eliminated to the greatest extent possible as is now,
or in the future, provided for by law. Any repeal or modification of
the foregoing sentence shall not adversely affect any right or
protection of a director of the Corporation existing hereunder with
respect to any act or omission occurring prior to such repeal or
modification."
II-1
<PAGE>
<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
------
<C> <S>
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<F*> Legal Opinion of Rothgerber Johnson & Lyons LLP
23.1<F*> Consent of Rothgerber Johnson & Lyons LLP (included in
Exhibit 5.1 hereto)
23.2<F*> Consent of Deloitte & Touche LLP
23.3<F*> Consent of Rubin, Brown, Gornstein & Co. LLP
24.1<F*> Power of Attorney (included on signature page attached
hereto).
<FN>
______________________
<F*> Filed herewith.
</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>
<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 March 8, 1999.
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
attorneys-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
- --------- ----- ----
<C> <S> <C>
/s/ Gerald F. Mahoney Chairman of the Board/ March 8, 1999
- ------------------------- Chief Executive Officer/Director
Gerald F. Mahoney
/s/ Paul V. Reilly President/Director March 8, 1999
- ------------------------- Chief Operating Officer
Paul V. Reilly
/s/ Michael A. Zawalski Senior Vice President/ March 8, 1999
- ------------------------- Chief Financial Officer
Michael A. Zawalski
/s/ Frank P. Diassi Director March 8, 1999
- -------------------------
Frank P. Diassi
II-3
<PAGE>
<PAGE>
/s/ William R. Thomas Director March 8, 1999
- -------------------------
William R. Thomas
/s/ Frank J. Hevrdejs Director March 8, 1999
- -------------------------
Frank J. Hevrdejs
/s/ Jerome W. Pickholz Director March 8, 1999
- -------------------------
Jerome W. Pickholz
</TABLE>
II-4
<PAGE>
<PAGE>
INDEX TO EXHIBITS
EXHIBIT NO. EXHIBITS
----------- --------
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<F*> Legal Opinion of Rothgerber Johnson & Lyons LLP
23.1<F*> Consent of Rothgerber Johnson & Lyons LLP (included in Exhibit
5.1 hereto)
23.2<F*> Consent of Deloitte & Touche LLP
23.3<F*> Consent of Rubin, Brown, Gornstein & Co. LLP
24.1<F*> Power of Attorney (included on signature page attached hereto)
[FN]
_______________________________
<F*> Filed herewith
<PAGE>
EXHIBIT 5.1
OPINION RE: LEGALITY
March 8, 1999
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 March 8, 1999, with respect to the offer and sale of 70,564 shares
of common stock, $0.01 par value, issued by the Company in connection
with the acquisition of Armstrong-White, Inc. (the "Acquired Company")
pursuant to that certain Stock Purchase Agreement dated August 27, 1998,
among the Company, 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,
/s/ 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 report dated January 28,
1999 appearing in the Annual Report on Form 10-K of Mail-Well, Inc. for
the year ended December 31, 1998, and to the reference to us under the
heading "Experts" in the Prospectus, which is part of this Registration
Statement.
/s/ DELOITTE & TOUCHE LLP
Denver, Colorado
March 5, 1999
<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 report dated March 6,
1998 (except for Notes 7 and 13, which are dated May 15, 1998 and May
22, 1998, respectively), appearing in the Annual Report on Form 10-K of
Mail-Well, Inc. for the year ended December 31, 1998, and to the
reference to us under the heading "Experts" in the Prospectus, which is
part of this Registration Statement.
/s/ Rubin, Brown, Gornstein & Co. LLP
St. Louis, MO
March 5, 1999
