AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON DECEMBER 20, 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 (I.R.S. Employer
Incorporation or Organization) Identification No.)
77041
(Zip Code)
CONSOLIDATED GRAPHICS, INC. EMPLOYEE 401(K) SAVINGS 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)....... 37,500 $48.00 $1,800,000 $545.46
========================= ================ ==================== ================== ==============
</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 December 17,
1996.
<PAGE>
PART I
INFORMATION REQUIRED IN THE SECTION 10(A) PROSPECTUS
Note: The document(s) containing the information concerning the
Consolidated Graphics, Inc. Employee 401(k) Savings Plan dated effective January
1, 1997 (the "Plan"), required by Item 1 of Form S-8 and the statement of
availability of registrant information, Plan information and other information
required by Item 2 of Form S-8 will be sent or given to employees as specified
by Rule 428 under the Securities Act of 1933, as amended (the "Securities Act").
In accordance with Rule 428 and the requirements of Part I of Form S-8, such
documents are not being filed with the Securities and Exchange Commission (the
"Commission") either as part of this Registration Statement or as prospectuses
or prospectus supplements pursuant to Rule 424 under the Securities Act. The
registrant will maintain a file of such documents in accordance with the
provisions of Rule 428. Upon request, the registrant will furnish to the
Commission or its staff a copy of any or all of the documents included in such
file.
I-1
<PAGE>
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE.
The following documents, which the Company has filed with the
Commission pursuant to the Securities and Exchange Act of 1934, as amended (the
"Exchange Act") (File No. 0-24068), are incorporated in this Registration
Statement by reference and shall be deemed to be a part hereof:
1. The Company's Annual Report on Form 10-K (as amended by Form
10-K/A) for the fiscal year ended March 31, 1996;
2. The Company's Quarterly Reports on Form 10-Q for the fiscal
quarters ended June 30 and September 30, 1996;
3. The Company's Current Reports on Form 8-K dated May 24, June 20,
July 10, July 18, July 24, September 13, October 31, November 4 and
November 6, 1996;
4. The Company's Current Reports on Form 8-K/A dated April 30,
August 13 and August 14, 1996; and
5. The description of the Company's common stock, par value $0.01
per share (the "Common Stock") contained in the Company's Registration
Statement on Form 8-A dated May 12, 1994, as amended.
All documents filed by the Company with the Commission 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 to this Registration Statement which indicates that all securities
offered hereby 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 4. DESCRIPTION OF SECURITIES.
Not applicable
ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL.
Not applicable
ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
The Bylaws of the Company provide for indemnification by the Company
of its directors and officers, and the advancement to them of expenses in
connection with proceedings and claims, to the fullest extent permitted by
Article 2.02-1 of the Texas Business Corporation Act (the "Article") and provide
for certain procedures
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<PAGE>
with respect to such indemnification. The Article permits indemnification of
directors, officers, employees and agents under certain conditions and subject
to certain limitations.
The Article provides that a corporation may indemnify a person who
was, is, or is threatened to be made a named defendant or respondent in a
proceeding because the person is or was a director, officer, employee or agent
only if it is determined in a prescribed manner that the person:
(1) conducted himself in good faith;
(2) reasonably believed:
(a) in the case of conduct in his official capacity as a
director of the corporation, that his conduct was in the
corporation's best interests; and
(b) in all other cases, that his conduct was at least not
opposed to the corporation's best interests; and
(3) in the case of any criminal proceeding, had no reasonable
cause to believe his conduct was unlawful.
Subject to certain exceptions, such persons may not be indemnified against
judgments, penalties, fines, settlements or reasonable expenses resulting from a
proceeding in which: (1) the person is found liable on the basis that he
received an improper personal benefit, whether or not the benefit resulted from
action taken in an official capacity; or (2) in which the person is found liable
to the corporation. In a proceeding brought by or on behalf of the corporation,
indemnification is limited to those reasonable expenses the person actually
incurs.
Further, the Article requires a corporation to indemnify an officer
or director against reasonable expenses, including attorneys' fees, incurred in
connection with a proceeding in which he is a named defendant or respondent
because he is or was an officer or director if he has been wholly successful in
defense of the proceeding. An officer or director may bring suit for such
required indemnification. Whether or not an officer or director meets the
requirements for mandatory indemnification or qualifies for indemnification at
the discretion of the corporation, a court may order the indemnification to
which such person is fairly and reasonably entitled in view of all the relevant
circumstances. The court shall limit such indemnification to reasonable expenses
if the officer or director is found liable to the corporation or is found liable
on the basis that he received an improper personal benefit.
In addition, the Article permits reasonable expenses incurred by a
director, officer, employee or agent who was, is, or is threatened to be made a
defendant or respondent in a proceeding, to be paid or reimbursed by the
corporation in advance of the final disposition of the proceeding after the
corporation receives a written affirmation by such person of his good faith
belief that he has met the standard of conduct necessary for indemnification
under the Article and a written undertaking by or on behalf of the person to
repay the amount paid or reimbursed if it is ultimately determined that he has
not met those requirements.
The Company's Bylaws provide for the indemnification of its officers
and directors, and the advancement to them of expenses in connection with
proceedings and claims, to the fullest extent permitted under the Article. Such
indemnification may be made even though directors and officers would not
otherwise be entitled to indemnification under other provisions of the Bylaws.
The Company has entered into indemnification agreements with its directors and
certain of its officers that contractually provide for indemnification and
expense advancement. Both the Bylaws and the agreements include related
provisions meant to facilitate the indemnitees' receipt of such benefits. These
provisions cover, among other things: (i) specification of the method of
determining entitlement to indemnification and the selection of independent
counsel that will in some cases make such determination, (ii) specification of
certain time periods by which certain payments or determinations must be made
and actions must be taken and (iii) the establishment of certain presumptions in
favor of an indemnitee. The benefits of certain of these
II-2
<PAGE>
provisions are available to an indemnitee only if there has been a change in
control (as defined). In addition, the Company may, in the future, purchase
directors' and officers' liability insurance policies for its directors and
officers.
The Article also permits a corporation to purchase and maintain
insurance or another arrangement on behalf of any person who is or was a
director or officer against any liability asserted against him and incurred by
him in such a capacity or arising out of his status as such a person, whether or
not the corporation would have the power to indemnify him against that liability
under the Article.
The above discussion of the Article and the Company's Bylaws is not
intended to be exhaustive and is respectively qualified in its entirety by such
statute and Bylaws.
The Restated Articles of Incorporation of the Company, as amended,
contain no limitation on such indemnification or insurance.
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED.
Not applicable.
ITEM 8. EXHIBITS
EXHIBIT
NO. DESCRIPTION
23 -- Consent of Arthur Andersen LLP
24 -- Powers of Attorney
ITEM 9. 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:
(i) To include any prospectus required by Section
10(a)(3) of the Securities Act;
(ii) To reflect in the prospectus any facts or events
arising after the effective date of the Registration Statement
(or the most recent post-effective amendment thereof) which,
individually or in the aggregate, represent a fundamental
change in the information set forth in the Registration
Statement;
(iii) 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;
PROVIDED, HOWEVER, that paragraphs (a)(1)(i) and (a)(1)(ii) do not
apply if the information required to be included in a post-effective
amendment by those paragraphs is contained in periodic reports filed by
the registrant pursuant to Section 13 or Section 15(d) of the Exchange Act
that are incorporated by reference in the Registration Statement.
II-3
<PAGE>
(2) That, for the purpose of determining any liability under
the Securities Act, 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, each filing of the
registrant's annual report pursuant to Section 13(a) or Section 15(d) of the
Exchange Act and, where applicable, each filing of an employee benefit plan's
annual report pursuant to Section 15(d) of the Exchange Act 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 may be permitted to directors, officers and controlling persons
of the registrant pursuant to the provisions described under Item 6 above, or
otherwise, the registrant has been advised that in the opinion of the Commission
such indemnification is against public policy as expressed in the Securities 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 Securities Act and will be governed by the final
adjudication of such issue.
II-4
<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 December 20, 1996.
CONSOLIDATED GRAPHICS, INC.
By: /s/ JOE R. DAVIS
Joe R. Davis
President, Chief Executive Officer and
Director
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 December 20, 1996.
/s/ JOE R. DAVIS President, Chief Executive Officer and
Joe R. Davis Director (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
II-5
<PAGE>
EXHIBIT INDEX
EXHIBIT
NO. DESCRIPTION
23 -- Consent of Arthur Andersen LLP
24 -- Powers of Attorney
II-6
EXHIBIT 23
CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS
As independent public accountants, we hereby consent to the
incorporation by reference in this registration statement on Form S-8, to be
filed with the Securities and Exchange Commission on or around December 20,
1996, 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.
/s/ ARTHUR ANDERSEN LLP
Arthur Andersen LLP
Houston, Texas
December 20, 1996
EXHIBIT 24
CONSOLIDATED GRAPHICS, INC.
POWER OF ATTORNEY
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 "Securities
Act"), Registration Statements on Form S-8 and Form S-3, with any amendment or
amendments thereto (including post-effective amendments) and any supplement or
supplements thereto (the "Registration Statements"), as prescribed by the
Commission pursuant to the Securities Act and the rules and regulations of the
Commission promulgated thereunder, in each case as may be necessary or
appropriate, together with any and all exhibits and other documents relating to
the Registration Statements in connection with the registration by the Company
of its Common Stock, par value $0.01 per share, issued in connection with the
acquisition of Garner Printing Company and issuable pursuant to the Consolidated
Graphics, Inc. Employee 401(k) Savings 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 G. Christopher Colville, and each of them severally, his true and
lawful attorney or attorneys with power to act with or without the other, and
with full power of substitution and resubstitution, to execute in his name,
place and stead, in his capacity as director, officer or both, as the case may
be, of the Company, the Registration Statements, including the exhibits thereto,
and any amendment or amendments thereto (including post-effective amendments)
and any supplement or supplements thereto and any and all instruments necessary
or incidental in connection therewith, as said attorney or attorneys shall deem
necessary or incidental in connection therewith, and to file the same with the
Commission and to appear before the Commission in connection with any matter
relating thereto. Each of said attorneys 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 in the
premises, as fully and to all intents and purposes as the undersigned might or
could do in person, the undersigned hereby ratifying and approving the acts that
said attorneys and each of them, or their or his substitutes or substitute, may
lawfully do or cause to be done by virtue hereof.
IN WITNESS WHEREOF, the undersigned has executed this power of
attorney as of December 17, 1996.
/s/ LARRY J. ALEXANDER
Larry J. Alexander
<PAGE>
CONSOLIDATED GRAPHICS, INC.
POWER OF ATTORNEY
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 "Securities
Act"), Registration Statements on Form S-8 and Form S-3, with any amendment or
amendments thereto (including post-effective amendments) and any supplement or
supplements thereto (the "Registration Statements"), as prescribed by the
Commission pursuant to the Securities Act and the rules and regulations of the
Commission promulgated thereunder, in each case as may be necessary or
appropriate, together with any and all exhibits and other documents relating to
the Registration Statements in connection with the registration by the Company
of its Common Stock, par value $0.01 per share, issued in connection with the
acquisition of Garner Printing Company and issuable pursuant to the Consolidated
Graphics, Inc. Employee 401(k) Savings 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 G. Christopher Colville, and each of them severally, his true and
lawful attorney or attorneys with power to act with or without the other, and
with full power of substitution and resubstitution, to execute in his name,
place and stead, in his capacity as director, officer or both, as the case may
be, of the Company, the Registration Statements, including the exhibits thereto,
and any amendment or amendments thereto (including post-effective amendments)
and any supplement or supplements thereto and any and all instruments necessary
or incidental in connection therewith, as said attorney or attorneys shall deem
necessary or incidental in connection therewith, and to file the same with the
Commission and to appear before the Commission in connection with any matter
relating thereto. Each of said attorneys 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 in the
premises, as fully and to all intents and purposes as the undersigned might or
could do in person, the undersigned hereby ratifying and approving the acts that
said attorneys and each of them, or their or his substitutes or substitute, may
lawfully do or cause to be done by virtue hereof.
IN WITNESS WHEREOF, the undersigned has executed this power of
attorney as of December 17, 1996.
/s/ BRADY F. CARRUTH
Brady F. Carruth
<PAGE>
CONSOLIDATED GRAPHICS, INC.
POWER OF ATTORNEY
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 "Securities
Act"), Registration Statements on Form S-8 and Form S-3, with any amendment or
amendments thereto (including post-effective amendments) and any supplement or
supplements thereto (the "Registration Statements"), as prescribed by the
Commission pursuant to the Securities Act and the rules and regulations of the
Commission promulgated thereunder, in each case as may be necessary or
appropriate, together with any and all exhibits and other documents relating to
the Registration Statements in connection with the registration by the Company
of its Common Stock, par value $0.01 per share, issued in connection with the
acquisition of Garner Printing Company and issuable pursuant to the Consolidated
Graphics, Inc. Employee 401(k) Savings 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 G. Christopher Colville, and each of them severally, his true and
lawful attorney or attorneys with power to act with or without the other, and
with full power of substitution and resubstitution, to execute in his name,
place and stead, in his capacity as director, officer or both, as the case may
be, of the Company, the Registration Statements, including the exhibits thereto,
and any amendment or amendments thereto (including post-effective amendments)
and any supplement or supplements thereto and any and all instruments necessary
or incidental in connection therewith, as said attorney or attorneys shall deem
necessary or incidental in connection therewith, and to file the same with the
Commission and to appear before the Commission in connection with any matter
relating thereto. Each of said attorneys 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 in the
premises, as fully and to all intents and purposes as the undersigned might or
could do in person, the undersigned hereby ratifying and approving the acts that
said attorneys and each of them, or their or his substitutes or substitute, may
lawfully do or cause to be done by virtue hereof.
IN WITNESS WHEREOF, the undersigned has executed this power of
attorney as of December 17, 1996.
/s/ GARY L. FORBES
Gary L. Forbes
<PAGE>
CONSOLIDATED GRAPHICS, INC.
POWER OF ATTORNEY
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 "Securities
Act"), Registration Statements on Form S-8 and S-3, with any amendment or
amendments thereto (including post-effective amendments) and any supplement or
supplements thereto (the "Registration Statements"), as prescribed by the
Commission pursuant to the Securities Act and the rules and regulations of the
Commission promulgated thereunder, in each case as may be necessary or
appropriate, together with any and all exhibits and other documents relating to
the Registration Statements in connection with the registration by the Company
of its Common Stock, par value $0.01 per share, issued in connection with the
acquisition of Garner Printing Company and issuable pursuant to the Consolidated
Graphics, Inc. Employee 401(k) Savings 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 G. Christopher Colville, and each of them severally, his true and
lawful attorney or attorneys with power to act with or without the other, and
with full power of substitution and resubstitution, to execute in his name,
place and stead, in his capacity as director, officer or both, as the case may
be, of the Company, the Registration Statements, including the exhibits thereto,
and any amendment or amendments thereto (including post-effective amendments)
and any supplement or supplements thereto and any and all instruments necessary
or incidental in connection therewith, as said attorney or attorneys shall deem
necessary or incidental in connection therewith, and to file the same with the
Commission and to appear before the Commission in connection with any matter
relating thereto. Each of said attorneys 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 in the
premises, as fully and to all intents and purposes as the undersigned might or
could do in person, the undersigned hereby ratifying and approving the acts that
said attorneys and each of them, or their or his substitutes or substitute, may
lawfully do or cause to be done by virtue hereof.
IN WITNESS WHEREOF, the undersigned has executed this power of
attorney as of December 17, 1996.
/s/ HUGH N. WEST
Hugh N. West
