AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON OCTOBER 8, 1996
REGISTRATION NO. 333-
================================================================================
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
CONSOLIDATED GRAPHICS, INC.
(Exact Name of Registrant as Specified in Its Charter)
2210 W. DALLAS STREET
HOUSTON, TEXAS
(Address of Principal Executive Offices)
TEXAS 76-0190827
(State or Other Jurisdiction of 77041 (I.R.S. Employer
Incorporation or Organization (Zip Code) Identification No.)
CONSOLIDATED GRAPHICS, INC. LONG-TERM INCENTIVE PLAN
(Full title of the plan)
JOE R. DAVIS
CHIEF EXECUTIVE OFFICER
CONSOLIDATED GRAPHICS, INC.
2210 W. DALLAS STREET
HOUSTON, TEXAS 77019
(Name and Address of Agent for Service)
Telephone Number, Including Area Code,
of Agent for Service:
(713) 529-4200
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
==============================================================================================
Proposed
Title of Amount Proposed Maximum Maximum Amount of
Securities to be to be Offering Price Per Aggregate Registration
Registered Registered Share(1) Offering Price(1) Fee
- ----------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Common Stock (par value
$.01 per share)............ 600,000 $23.0625 $13,837,500 $4,772
==============================================================================================
</TABLE>
(1) Estimated in accordance with Rule 457(c) and (h) solely for the purpose
of calculating the registration fee and based upon the average of the
high and low sales price of the shares of Common Stock of Consolidated
Graphics, Inc. quoted on the NASDAQ National Market on October 4, 1996.
================================================================================
<PAGE>
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE
This Registration Statement incorporates herein by reference the following
documents which have been filed with the Commission by Consolidated Graphics,
Inc., a Texas corporation (the "Company"):
1. The Company's Registration Statement on Form S-8 as filed with the
Commission on December 8, 1994 (Registration No. 333-87192) relating to the
registration of the first 367,500 shares of common stock under the Consolidated
Graphics, Inc. Long-Term Incentive Plan;
2. The Company's Annual Report on Form 10-K (as amended by Form 10-K/A)
for the fiscal year ended March 31, 1996 (File No. 0-24068);
3. The Company's Quarterly Report on Form 10-Q for the fiscal quarter
ended June 30, 1996 (File No. 0-24068);
4. The description of the Company's common stock, par value $.01 per share
("Common Stock") contained in the Company's Registration Statement on Form 8-A
dated May 12, 1994, as amended (File No. 0-24068); and
5. The Company's Current Report on Form 8-K dated September 6, 1996 (File
No. 0-24068).
Each document filed by the Company pursuant to Sections 13(a), 13(c), 14
or 15(d) of the Exchange Act subsequent to the date of this Registration
Statement and prior to the filing of a post-effective amendment which indicates
that all securities offered have been sold or which deregisters all securities
then remaining unsold, shall be deemed to be incorporated by reference in this
Registration Statement and to be a part hereof from the date of filing such
documents.
Any statement incorporated by reference herein shall be deemed to be
modified or superseded for purposes of this Registration Statement to the extent
that a statement contained herein or in any subsequently filed document which
also is or is deemed to be incorporated by reference herein modifies or
supersedes such statement. Any statement so modified or superseded shall not be
deemed, except as so modified or superseded, to constitute a part of this
Registration Statement.
ITEM 8. EXHIBITS
The following documents are filed as a part of this registration statement
or incorporated by reference herein:
EXHIBIT
NO. DESCRIPTION
------- -----------
5 -- Opinion of Baker & Botts, L.L.P.
23.1 -- Consent of Arthur Andersen LLP
23.2 -- Consent of Baker & Botts, L.L.P. (included in Exhibit 5)
24 -- Powers of Attorney
<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-8 and has duly caused this Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Houston, State of Texas, on the 7th day of October,
1996.
CONSOLIDATED GRAPHICS, INC.
By: /s/ JOE R. DAVIS
Joe R. Davis
President, Chief Executive Officer and
Chairman of the Board of Directors
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed below by the following persons in the
capacities indicated on the 7th day of October, 1996.
/s/ JOE R. DAVIS President, Chief Executive Officer and
Joe R. Davis Chairman of the Board of Directors
(Principal Executive Officer)
/s/ G. CHRISTOPHER COLVILLE Vice President -- Mergers and Acquisitions;
G. Christopher Colville Chief Financial and Accounting Officer
(Principal Financial and Accounting Officer)
*
- ----------------------------- Director
Larry J. Alexander
*
- ----------------------------- Director
Brady F. Carruth
*
- ----------------------------- Director
Clarence C. Comer
*
- ----------------------------- Director
Gary L. Forbes
*
- ----------------------------- Director
W. D. Hawkins
*
- ----------------------------- Director
James H. Limmer
*
- ----------------------------- Director
Thomas E. Smith
*
- ----------------------------- Director
Hugh N. West
*By: /s/ JOE R. DAVIS
Joe R. Davis
Attorney-in-Fact
<PAGE>
EXHIBIT INDEX
EXHIBIT
NO. DESCRIPTION
- ------- ----------
5 -- Opinion of Baker & Botts, L.L.P.
23.1 -- Consent of Arthur Andersen LLP
23.2 -- Consent of Baker & Botts, L.L.P. (included in Exhibit 5)
24 -- Powers of Attorney
EXHIBIT 5
October 7, 1996
Consolidated Graphics, Inc.
2210 W. Dallas Street
Houston, Texas 77019
Ladies and Gentlemen:
As set forth in the Registration Statement on Form S-8 (the
"Registration Statement") to be filed by Consolidated Graphics, Inc., a Texas
corporation (the "Company"), with the Securities and Exchange Commission under
the Securities Act of 1933, as amended, relating to 600,000 additional shares of
common stock, par value $.01 per share, of the Company (the "Common Stock") to
be issued from time to time pursuant to the Consolidated Graphics, Inc.
Long-Term Incentive Plan (the "Plan"), certain legal matters in connection with
the Common Stock are being passed upon for you by us.
The Plan provides for the grant of awards to selected employees of
the Company and its subsidiaries and non-employee directors of the Company
(other than directors serving on the committee of the Board of Directors
selected to administer the Plan (the "Committee")). Awards under the Plan may
consist of (i) stock awards, which include grants of restricted shares of Common
Stock ("Stock Awards"), (ii) incentive stock options ("Incentive Options")
within the meaning of Section 422 of the Internal Revenue Code of 1986, as
amended, (iii) nonstatutory stock options ("Nonstatutory Options"), (iv) stock
appreciation rights, or (v) cash. As used herein, the term "Options" shall mean
Incentive Options and Nonstatutory Options and the term "Option Shares" shall
mean the Shares issuable upon the exercise of Options.
In our capacity as your counsel in the connection referred to above,
we have examined the Plan, the Company's Restated Articles of Incorporation and
its Third Amended and Restated Bylaws, each as amended to date, and have
examined the originals, or copies certified or otherwise identified, of
corporate records of the Company, including minute books of the Company as
furnished to us by the Company, certificates of public officials and of
representatives of the Company, statutes and other instruments or documents, as
a basis for the opinions hereinafter expressed.
We have assumed that all signatures on all documents examined by us
are genuine, that all documents submitted to us as originals are accurate and
complete, that all documents submitted to us as copies are true and correct
copies of the originals thereof and that all information submitted to us was
accurate and complete.
<PAGE>
Consolidated Graphics, Inc. -2- October 7, 1996
Based upon our examination as aforesaid and subject to the
assumptions, limitations and qualifications set forth herein, we are of the
opinion that:
1. The Company is a corporation duly incorporated and validly
existing in good standing under the laws of the State of Texas.
2. When the Committee has granted Options in accordance with the
terms of the Plan and has fixed the exercise price therefor, all requisite
corporate action on the part of the Company with respect to the
authorization of the issuance of the Option Shares subject to such Options
will have been taken. Upon the issuance and delivery of such Option Shares
upon the exercise of Options in accordance with the Plan and for the
consideration fixed by the Committee, such Option Shares will be validly
issued, fully paid and nonassessable.
3. When the Committee has granted Stock Awards in accordance with
the terms of the Plan, all requisite corporate action on the part of the
Company with respect to the authorization of the issuance of the Common
Stock subject to such Stock Awards will have been taken. Upon the issuance
and delivery of such Common Stock in accordance with the Plan and upon the
lapse of any restrictions thereon in accordance with the Plan, such Common
Stock will be validly issued, fully paid and nonassessable.
At your request, this opinion is being furnished to you for filing as
Exhibit 5 of the Registration Statement.
The opinions set forth above are limited in all respects to matters
of Texas law as in effect on the date hereof.
Very truly yours,
BAKER & BOTTS, L.L.P.
EXHIBIT 23.1
CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS
As independent public accountants, we hereby consent to the incorporation
by reference in this registration statement of our report dated June 20, 1996,
included in the Consolidated Graphics, Inc. Annual Report on Form 10-K for the
year ended March 31, 1996, and to all references to our Firm included in this
registration statement.
ARTHUR ANDERSEN LLP
Houston, Texas
October 8, 1996
EXHIBIT 24
CONSOLIDATED GRAPHICS, INC.
POWER OF ATTORNEY
(Long-Term Incentive Plan)
WHEREAS, CONSOLIDATED GRAPHICS, INC., a Texas corporation (the
"Company"), intends to file with the Securities and Exchange Commission (the
"Commission") under the Securities Act of 1933, as amended (the "Act"), one or
more Registration Statements, each on Form S-8 (the "Registration Statement"),
including in each instance any prospectus included therein (a "Prospectus"),
with such amendments (including pre-effective and post-effective amendments) to
each such Registration Statement and any supplement or supplements to the
Prospectus as may be necessary or appropriate, together with any and all
exhibits and other documents related to each such Registration Statement or
Prospectus, in connection with the registration of shares of common stock,
without par value, of the Company and the preference purchase rights appurtenant
thereto, to be issued to employees of the Company in connection with the
Company's Long-Term Incentive Plan;
NOW, THEREFORE, the undersigned in his capacity as a director or
officer or both, as the case may be, of the Company, does hereby appoint Joe R.
Davis and Mary K. Collins, and each of them severally, his true and lawful
attorney or attorneys-in-fact, with power to act with or without the others and
with full power of substitution and resubstitution, to execute in his name,
place and stead, in his capacity as a director or officer or both, as the case
may be, of the Company, each such Registration Statement referred to above, and
any and all amendments (including pre-effective and post-effective amendments)
thereto, and any supplements to the Prospectus as said attorneys-in-fact or any
of them shall deem necessary or appropriate, together with all instruments
necessary or incidental in connection therewith, to file the same or cause the
same to be filed with the Commission, and to appear before the Commission in
connection with any matter relating thereto. Each of said attorneys-in-fact
shall have full power and authority to do and perform in the name and on behalf
of the undersigned, in any and all capacities, every act whatsoever necessary or
desirable to be done, as fully and for all intents and purposes as the
undersigned might or could do in person, the undersigned hereby ratifying and
approving the acts that said attorneys-in-fact and each of them may lawfully do
or cause to be done by virtue hereof.
IN WITNESS WHEREOF, the undersigned has executed this instrument
this 29th day of April, 1996.
/s/ LARRY J. ALEXANDER
Larry J. Alexander
<PAGE>
CONSOLIDATED GRAPHICS, INC.
POWER OF ATTORNEY
(Long-Term Incentive Plan)
WHEREAS, CONSOLIDATED GRAPHICS, INC., a Texas corporation (the
"Company"), intends to file with the Securities and Exchange Commission (the
"Commission") under the Securities Act of 1933, as amended (the "Act"), one or
more Registration Statements, each on Form S-8 (the "Registration Statement"),
including in each instance any prospectus included therein (a "Prospectus"),
with such amendments (including pre-effective and post-effective amendments) to
each such Registration Statement and any supplement or supplements to the
Prospectus as may be necessary or appropriate, together with any and all
exhibits and other documents related to each such Registration Statement or
Prospectus, in connection with the registration of shares of common stock,
without par value, of the Company and the preference purchase rights appurtenant
thereto, to be issued to employees of the Company in connection with the
Company's Long-Term Incentive Plan;
NOW, THEREFORE, the undersigned in his capacity as a director or
officer or both, as the case may be, of the Company, does hereby appoint Joe R.
Davis and Mary K. Collins, and each of them severally, his true and lawful
attorney or attorneys-in-fact, with power to act with or without the others and
with full power of substitution and resubstitution, to execute in his name,
place and stead, in his capacity as a director or officer or both, as the case
may be, of the Company, each such Registration Statement referred to above, and
any and all amendments (including pre-effective and post-effective amendments)
thereto, and any supplements to the Prospectus as said attorneys-in-fact or any
of them shall deem necessary or appropriate, together with all instruments
necessary or incidental in connection therewith, to file the same or cause the
same to be filed with the Commission, and to appear before the Commission in
connection with any matter relating thereto. Each of said attorneys-in-fact
shall have full power and authority to do and perform in the name and on behalf
of the undersigned, in any and all capacities, every act whatsoever necessary or
desirable to be done, as fully and for all intents and purposes as the
undersigned might or could do in person, the undersigned hereby ratifying and
approving the acts that said attorneys-in-fact and each of them may lawfully do
or cause to be done by virtue hereof.
IN WITNESS WHEREOF, the undersigned has executed this instrument
this 29th day of April, 1996.
/s/ BRADY CARRUTH
Brady Carruth
<PAGE>
CONSOLIDATED GRAPHICS, INC.
POWER OF ATTORNEY
(Long-Term Incentive Plan)
WHEREAS, CONSOLIDATED GRAPHICS, INC., a Texas corporation (the
"Company"), intends to file with the Securities and Exchange Commission (the
"Commission") under the Securities Act of 1933, as amended (the "Act"), one or
more Registration Statements, each on Form S-8 (the "Registration Statement"),
including in each instance any prospectus included therein (a "Prospectus"),
with such amendments (including pre-effective and post-effective amendments) to
each such Registration Statement and any supplement or supplements to the
Prospectus as may be necessary or appropriate, together with any and all
exhibits and other documents related to each such Registration Statement or
Prospectus, in connection with the registration of shares of common stock,
without par value, of the Company and the preference purchase rights appurtenant
thereto, to be issued to employees of the Company in connection with the
Company's Long-Term Incentive Plan;
NOW, THEREFORE, the undersigned in his capacity as a director or
officer or both, as the case may be, of the Company, does hereby appoint Joe R.
Davis and Mary K. Collins, and each of them severally, his true and lawful
attorney or attorneys-in-fact, with power to act with or without the others and
with full power of substitution and resubstitution, to execute in his name,
place and stead, in his capacity as a director or officer or both, as the case
may be, of the Company, each such Registration Statement referred to above, and
any and all amendments (including pre-effective and post-effective amendments)
thereto, and any supplements to the Prospectus as said attorneys-in-fact or any
of them shall deem necessary or appropriate, together with all instruments
necessary or incidental in connection therewith, to file the same or cause the
same to be filed with the Commission, and to appear before the Commission in
connection with any matter relating thereto. Each of said attorneys-in-fact
shall have full power and authority to do and perform in the name and on behalf
of the undersigned, in any and all capacities, every act whatsoever necessary or
desirable to be done, as fully and for all intents and purposes as the
undersigned might or could do in person, the undersigned hereby ratifying and
approving the acts that said attorneys-in-fact and each of them may lawfully do
or cause to be done by virtue hereof.
IN WITNESS WHEREOF, the undersigned has executed this instrument
this 29th day of April, 1996.
/s/ CLARENCE C. COMER
Clarence C. Comer
<PAGE>
CONSOLIDATED GRAPHICS, INC.
POWER OF ATTORNEY
(Long-Term Incentive Plan)
WHEREAS, CONSOLIDATED GRAPHICS, INC., a Texas corporation (the
"Company"), intends to file with the Securities and Exchange Commission (the
"Commission") under the Securities Act of 1933, as amended (the "Act"), one or
more Registration Statements, each on Form S-8 (the "Registration Statement"),
including in each instance any prospectus included therein (a "Prospectus"),
with such amendments (including pre-effective and post-effective amendments) to
each such Registration Statement and any supplement or supplements to the
Prospectus as may be necessary or appropriate, together with any and all
exhibits and other documents related to each such Registration Statement or
Prospectus, in connection with the registration of shares of common stock,
without par value, of the Company and the preference purchase rights appurtenant
thereto, to be issued to employees of the Company in connection with the
Company's Long-Term Incentive Plan;
NOW, THEREFORE, the undersigned in his capacity as a director or
officer or both, as the case may be, of the Company, does hereby appoint Joe R.
Davis and Mary K. Collins, and each of them severally, his true and lawful
attorney or attorneys-in-fact, with power to act with or without the others and
with full power of substitution and resubstitution, to execute in his name,
place and stead, in his capacity as a director or officer or both, as the case
may be, of the Company, each such Registration Statement referred to above, and
any and all amendments (including pre-effective and post-effective amendments)
thereto, and any supplements to the Prospectus as said attorneys-in-fact or any
of them shall deem necessary or appropriate, together with all instruments
necessary or incidental in connection therewith, to file the same or cause the
same to be filed with the Commission, and to appear before the Commission in
connection with any matter relating thereto. Each of said attorneys-in-fact
shall have full power and authority to do and perform in the name and on behalf
of the undersigned, in any and all capacities, every act whatsoever necessary or
desirable to be done, as fully and for all intents and purposes as the
undersigned might or could do in person, the undersigned hereby ratifying and
approving the acts that said attorneys-in-fact and each of them may lawfully do
or cause to be done by virtue hereof.
IN WITNESS WHEREOF, the undersigned has executed this instrument
this 29th day of April, 1996.
/s/ GARY L. FORBES
Gary L. Forbes
<PAGE>
CONSOLIDATED GRAPHICS, INC.
POWER OF ATTORNEY
(Long-Term Incentive Plan)
WHEREAS, CONSOLIDATED GRAPHICS, INC., a Texas corporation (the
"Company"), intends to file with the Securities and Exchange Commission (the
"Commission") under the Securities Act of 1933, as amended (the "Act"), one or
more Registration Statements, each on Form S-8 (the "Registration Statement"),
including in each instance any prospectus included therein (a "Prospectus"),
with such amendments (including pre-effective and post-effective amendments) to
each such Registration Statement and any supplement or supplements to the
Prospectus as may be necessary or appropriate, together with any and all
exhibits and other documents related to each such Registration Statement or
Prospectus, in connection with the registration of shares of common stock,
without par value, of the Company and the preference purchase rights appurtenant
thereto, to be issued to employees of the Company in connection with the
Company's Long-Term Incentive Plan;
NOW, THEREFORE, the undersigned in his capacity as a director or
officer or both, as the case may be, of the Company, does hereby appoint Joe R.
Davis and Mary K. Collins, and each of them severally, his true and lawful
attorney or attorneys-in-fact, with power to act with or without the others and
with full power of substitution and resubstitution, to execute in his name,
place and stead, in his capacity as a director or officer or both, as the case
may be, of the Company, each such Registration Statement referred to above, and
any and all amendments (including pre-effective and post-effective amendments)
thereto, and any supplements to the Prospectus as said attorneys-in-fact or any
of them shall deem necessary or appropriate, together with all instruments
necessary or incidental in connection therewith, to file the same or cause the
same to be filed with the Commission, and to appear before the Commission in
connection with any matter relating thereto. Each of said attorneys-in-fact
shall have full power and authority to do and perform in the name and on behalf
of the undersigned, in any and all capacities, every act whatsoever necessary or
desirable to be done, as fully and for all intents and purposes as the
undersigned might or could do in person, the undersigned hereby ratifying and
approving the acts that said attorneys-in-fact and each of them may lawfully do
or cause to be done by virtue hereof.
IN WITNESS WHEREOF, the undersigned has executed this instrument
this 29th day of April, 1996.
/s/ W. D. HAWKINS
W. D. Hawkins
<PAGE>
CONSOLIDATED GRAPHICS, INC.
POWER OF ATTORNEY
(Long-Term Incentive Plan)
WHEREAS, CONSOLIDATED GRAPHICS, INC., a Texas corporation (the
"Company"), intends to file with the Securities and Exchange Commission (the
"Commission") under the Securities Act of 1933, as amended (the "Act"), one or
more Registration Statements, each on Form S-8 (the "Registration Statement"),
including in each instance any prospectus included therein (a "Prospectus"),
with such amendments (including pre-effective and post-effective amendments) to
each such Registration Statement and any supplement or supplements to the
Prospectus as may be necessary or appropriate, together with any and all
exhibits and other documents related to each such Registration Statement or
Prospectus, in connection with the registration of shares of common stock,
without par value, of the Company and the preference purchase rights appurtenant
thereto, to be issued to employees of the Company in connection with the
Company's Long-Term Incentive Plan;
NOW, THEREFORE, the undersigned in his capacity as a director or
officer or both, as the case may be, of the Company, does hereby appoint Joe R.
Davis and Mary K. Collins, and each of them severally, his true and lawful
attorney or attorneys-in-fact, with power to act with or without the others and
with full power of substitution and resubstitution, to execute in his name,
place and stead, in his capacity as a director or officer or both, as the case
may be, of the Company, each such Registration Statement referred to above, and
any and all amendments (including pre-effective and post-effective amendments)
thereto, and any supplements to the Prospectus as said attorneys-in-fact or any
of them shall deem necessary or appropriate, together with all instruments
necessary or incidental in connection therewith, to file the same or cause the
same to be filed with the Commission, and to appear before the Commission in
connection with any matter relating thereto. Each of said attorneys-in-fact
shall have full power and authority to do and perform in the name and on behalf
of the undersigned, in any and all capacities, every act whatsoever necessary or
desirable to be done, as fully and for all intents and purposes as the
undersigned might or could do in person, the undersigned hereby ratifying and
approving the acts that said attorneys-in-fact and each of them may lawfully do
or cause to be done by virtue hereof.
IN WITNESS WHEREOF, the undersigned has executed this instrument
this 29th day of April, 1996.
/s/ JAMES H. LIMMER
James H. Limmer
<PAGE>
CONSOLIDATED GRAPHICS, INC.
POWER OF ATTORNEY
(Long-Term Incentive Plan)
WHEREAS, CONSOLIDATED GRAPHICS, INC., a Texas corporation (the
"Company"), intends to file with the Securities and Exchange Commission (the
"Commission") under the Securities Act of 1933, as amended (the "Act"), one or
more Registration Statements, each on Form S-8 (the "Registration Statement"),
including in each instance any prospectus included therein (a "Prospectus"),
with such amendments (including pre-effective and post-effective amendments) to
each such Registration Statement and any supplement or supplements to the
Prospectus as may be necessary or appropriate, together with any and all
exhibits and other documents related to each such Registration Statement or
Prospectus, in connection with the registration of shares of common stock,
without par value, of the Company and the preference purchase rights appurtenant
thereto, to be issued to employees of the Company in connection with the
Company's Long-Term Incentive Plan;
NOW, THEREFORE, the undersigned in his capacity as a director or
officer or both, as the case may be, of the Company, does hereby appoint Joe R.
Davis and Mary K. Collins, and each of them severally, his true and lawful
attorney or attorneys-in-fact, with power to act with or without the others and
with full power of substitution and resubstitution, to execute in his name,
place and stead, in his capacity as a director or officer or both, as the case
may be, of the Company, each such Registration Statement referred to above, and
any and all amendments (including pre-effective and post-effective amendments)
thereto, and any supplements to the Prospectus as said attorneys-in-fact or any
of them shall deem necessary or appropriate, together with all instruments
necessary or incidental in connection therewith, to file the same or cause the
same to be filed with the Commission, and to appear before the Commission in
connection with any matter relating thereto. Each of said attorneys-in-fact
shall have full power and authority to do and perform in the name and on behalf
of the undersigned, in any and all capacities, every act whatsoever necessary or
desirable to be done, as fully and for all intents and purposes as the
undersigned might or could do in person, the undersigned hereby ratifying and
approving the acts that said attorneys-in-fact and each of them may lawfully do
or cause to be done by virtue hereof.
IN WITNESS WHEREOF, the undersigned has executed this instrument
this 29th day of April, 1996.
/s/ THOMAS E. SMITH
Thomas E. Smith
<PAGE>
CONSOLIDATED GRAPHICS, INC.
POWER OF ATTORNEY
(Long-Term Incentive Plan)
WHEREAS, CONSOLIDATED GRAPHICS, INC., a Texas corporation (the
"Company"), intends to file with the Securities and Exchange Commission (the
"Commission") under the Securities Act of 1933, as amended (the "Act"), one or
more Registration Statements, each on Form S-8 (the "Registration Statement"),
including in each instance any prospectus included therein (a "Prospectus"),
with such amendments (including pre-effective and post-effective amendments) to
each such Registration Statement and any supplement or supplements to the
Prospectus as may be necessary or appropriate, together with any and all
exhibits and other documents related to each such Registration Statement or
Prospectus, in connection with the registration of shares of common stock,
without par value, of the Company and the preference purchase rights appurtenant
thereto, to be issued to employees of the Company in connection with the
Company's Long-Term Incentive Plan;
NOW, THEREFORE, the undersigned in his capacity as a director or
officer or both, as the case may be, of the Company, does hereby appoint Joe R.
Davis and Mary K. Collins, and each of them severally, his true and lawful
attorney or attorneys-in-fact, with power to act with or without the others and
with full power of substitution and resubstitution, to execute in his name,
place and stead, in his capacity as a director or officer or both, as the case
may be, of the Company, each such Registration Statement referred to above, and
any and all amendments (including pre-effective and post-effective amendments)
thereto, and any supplements to the Prospectus as said attorneys-in-fact or any
of them shall deem necessary or appropriate, together with all instruments
necessary or incidental in connection therewith, to file the same or cause the
same to be filed with the Commission, and to appear before the Commission in
connection with any matter relating thereto. Each of said attorneys-in-fact
shall have full power and authority to do and perform in the name and on behalf
of the undersigned, in any and all capacities, every act whatsoever necessary or
desirable to be done, as fully and for all intents and purposes as the
undersigned might or could do in person, the undersigned hereby ratifying and
approving the acts that said attorneys-in-fact and each of them may lawfully do
or cause to be done by virtue hereof.
IN WITNESS WHEREOF, the undersigned has executed this instrument
this 29th day of April, 1996.
/s/ HUGH N. WEST
Hugh N. West
