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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
------------------------
FORM 10-Q
(MARK ONE)
[X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
FOR THE QUARTERLY PERIOD ENDED JUNE 30, 1997
OR
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
FOR THE TRANSITION PERIOD FROM ___________ TO ___________
COMMISSION FILE NUMBER 0-24068
------------------------
CONSOLIDATED GRAPHICS, INC.
(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
TEXAS 76-0190827
(STATE OR OTHER JURISDICTION OF (I.R.S. EMPLOYER IDENTIFICATION NO.)
INCORPORATION OR ORGANIZATION)
2210 WEST DALLAS STREET
HOUSTON, TEXAS 77019
(ADDRESS OF PRINCIPAL EXECUTIVE OFFICES) (ZIP CODE)
Registrant's telephone number, including area code: (713) 529-4200
Indicate by check mark whether the Registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding 12 months (or for such shorter period that the
registrant was required to file such reports), and (2) has been subject to such
filing requirements for the past 90 days.
Yes [X] No [ ]
The number of shares of Common Stock, par value $.01 per share, of the
Registrant outstanding at 31, 1997 was 12,494,564.
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<PAGE>
CONSOLIDATED GRAPHICS, INC.
FORM 10-Q FOR THE QUARTERLY PERIOD ENDED JUNE 30, 1997
INDEX
PAGE
---------
Part I -- Financial Information
Item 1 -- Financial Statements
Consolidated Balance Sheets at June 30,
1997 and March 31, 1997................................. 1
Consolidated Income Statements for the
Three Months Ended June 30, 1997 and 1996............... 2
Consolidated Statements of Cash Flows for the
Three Months Ended June 30, 1997 and 1996............... 3
Notes to Consolidated Financial Statements................ 4
Item 2 -- Management's Discussion and Analysis of
Financial Condition and Results of Operations...... 6
Part II -- Other Information
Item 1 -- Legal Proceedings.................................... 10
Item 2 -- Changes in Securities................................ 10
Item 6 -- Exhibits and Reports on Form 8-K..................... 10
Signatures.......................................................... 11
(i)
<PAGE>
CONSOLIDATED GRAPHICS, INC.
CONSOLIDATED BALANCE SHEETS
(IN THOUSANDS, EXCEPT SHARE AND PER SHARE DATA)
JUNE 30, MARCH 31,
1997 1997
------------ ----------
(UNAUDITED) (AUDITED)
ASSETS
CURRENT ASSETS:
Cash and cash equivalents....... $ 3,516 $ 3,636
Accounts receivable, net........ 34,031 29,347
Inventories..................... 7,576 8,679
Prepaid expenses................ 1,239 1,434
------------ ----------
Total current assets....... 46,362 43,096
PROPERTY AND EQUIPMENT, net.......... 92,566 85,643
GOODWILL, net........................ 7,315 6,085
OTHER ASSETS......................... 1,239 896
------------ ----------
$147,482 $135,720
============ ==========
LIABILITIES AND SHAREHOLDERS' EQUITY
CURRENT LIABILITIES:
Current portion of long-term
debt........................... $ 2,530 $ 2,623
Accounts payable................ 11,557 8,399
Accrued liabilities............. 10,138 9,927
Income taxes payable............ 1,916 67
------------ ----------
Total current
liabilities............. 26,141 21,016
LONG-TERM DEBT, net of current
portion............................ 41,796 39,321
DEFERRED INCOME TAXES................ 9,058 8,936
COMMITMENTS AND CONTINGENCIES
SHAREHOLDERS' EQUITY:
Common stock, $.01 par value;
20,000,000 shares authorized,
12,480,014 and 12,450,430
issued and outstanding......... 125 124
Additional paid-in capital...... 39,347 39,168
Retained earnings............... 31,015 27,155
------------ ----------
Total shareholders'
equity.................. 70,487 66,447
------------ ----------
$147,482 $135,720
============ ==========
See accompanying notes to consolidated financial statements.
1
<PAGE>
CONSOLIDATED GRAPHICS, INC.
CONSOLIDATED INCOME STATEMENTS
(IN THOUSANDS, EXCEPT PER SHARE DATA)
(UNAUDITED)
THREE MONTHS ENDED
JUNE 30,
--------------------
1997 1996
--------- ---------
SALES................................ $ 50,675 $ 28,258
COST OF SALES........................ 34,745 20,166
--------- ---------
Gross profit.................... 15,930 8,092
SELLING EXPENSES..................... 4,931 2,848
GENERAL AND ADMINISTRATIVE
EXPENSES........................... 3,880 2,292
--------- ---------
Operating income................ 7,119 2,952
INTEREST EXPENSE..................... 894 339
--------- ---------
Pretax income................... 6,225 2,613
INCOME TAXES......................... 2,365 940
--------- ---------
NET INCOME........................... $ 3,860 $ 1,673
========= =========
EARNINGS PER SHARE OF COMMON STOCK... $.30 $.14
========= =========
See accompanying notes to consolidated financial statements.
2
<PAGE>
CONSOLIDATED GRAPHICS, INC.
CONSOLIDATED STATEMENTS OF CASH FLOWS
(IN THOUSANDS)
(UNAUDITED)
THREE MONTHS ENDED
JUNE 30,
----------------------
1997 1996
---------- ----------
OPERATING ACTIVITIES:
Net income...................... $ 3,860 $ 1,673
Adjustments to reconcile net
income to net cash provided
by operating activities --
Depreciation and
amortization............ 2,046 1,156
Deferred tax provision..... 122 86
Changes in assets and
liabilities, net of
effects of acquisitions
--
Accounts receivable..... (3,509) (804)
Inventories............. 2,669 1,726
Prepaid expenses........ 261 245
Other assets............ (341) (68)
Accounts payable and
accrued liabilities... 267 (1,799)
Income taxes payable.... 1,914 188
---------- ----------
Net cash provided
by operating
activities...... 7,289 2,403
---------- ----------
INVESTING ACTIVITIES:
Acquisition of businesses....... (7,633) (3,880)
Purchases of property and
equipment...................... (3,219) (3,087)
Proceeds from disposition of
assets......................... 948 --
---------- ----------
Net cash used in
investing
activities...... (9,904) (6,967)
---------- ----------
FINANCING ACTIVITIES:
Proceeds from revolving credit
facilities..................... 49,865 17,250
Payments on revolving credit
facilities..................... (46,813) (13,550)
Payments on long-term debt...... (671) (365)
Proceeds from exercise of stock
options and other.............. 114 92
---------- ----------
Net cash provided
by financing
activities...... 2,495 3,427
---------- ----------
NET DECREASE IN CASH AND CASH
EQUIVALENTS........................ (120) (1,137)
CASH AND CASH EQUIVALENTS AT
BEGINNING OF PERIOD................ 3,636 3,086
---------- ----------
CASH AND CASH EQUIVALENTS AT END OF
PERIOD............................. $ 3,516 $ 1,949
========== ==========
See accompanying notes to consolidated financial statements.
3
<PAGE>
CONSOLIDATED GRAPHICS, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(IN THOUSANDS, EXCEPT SHARE AND PER SHARE DATA)
(UNAUDITED)
1. BASIS OF PRESENTATION AND SIGNIFICANT ACCOUNTING POLICIES
The accompanying unaudited consolidated financial statements include the
accounts of Consolidated Graphics, Inc. and its wholly owned subsidiaries (the
"Company"). All intercompany balances and transactions have been eliminated.
The accompanying unaudited consolidated financial statements have been
prepared in accordance with generally accepted accounting principles and the
Securities and Exchange Commission's rules and regulations for reporting interim
financial information. Accordingly, they do not include all of the information
and footnotes required by generally accepted accounting principles for complete
financial statements. In the opinion of management, all adjustments (consisting
of normal recurring accruals) considered necessary for a fair presentation of
the accompanying unaudited consolidated financial statements have been included.
Operating results for the three months ended June 30, 1997 are not necessarily
indicative of future operating results. Balance sheet information as of March
31, 1997 has been derived from the 1997 annual audited consolidated financial
statements of the Company. For further information, refer to the consolidated
financial statements and footnotes thereto included in the Company's Form 10-K
filed with the Securities and Exchange Commission in June 1997.
Earnings per share are calculated by dividing net income by the weighted
average number of common shares and common share equivalents outstanding. For
the three months ended June 30, 1997, the weighted average shares outstanding
were 12,949,018, which includes 494,343 common share equivalents representing
the dilutive effect of outstanding stock options. For the three months ended
June 30, 1996, the effect of common share equivalents was not significant and
the weighted average shares outstanding were 11,860,354.
The consolidated statements of cash flows provide information about changes
in cash and exclude the effects of noncash transactions. For purposes of the
consolidated statements of cash flows, the Company considers all highly liquid
investments purchased with original maturities of three months or less to be
cash equivalents. Interest paid during the three months ended June 30, 1997 and
1996 was $800 and $342. Income tax payments during the three months ended June
30, 1997 and 1996 were $208 and $100. The effect of accruals totaling $2,300 and
$6,000 reflected in the Company's consolidated balance sheets as of June 30,
1997 and 1996, related to the purchase of certain printing presses, has been
eliminated from the presentation of the accompanying consolidated statements of
cash flows.
2. LONG-TERM DEBT
The following is a summary of the Company's long-term debt instruments as
of:
JUNE 30, MARCH 31,
1997 1997
------------- --------------
Revolving credit agreements.......... $31,753 $ 28,700
Equipment notes...................... 8,609 9,060
Real estate notes.................... 1,917 1,976
Acquisition notes.................... 2,036 2,188
Other................................ 11 20
------------- --------------
44,326 41,944
Less current portion.......... (2,530) (2,623)
------------- --------------
$41,796 $ 39,321
============= ==============
4
<PAGE>
CONSOLIDATED GRAPHICS, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- CONTINUED
(IN THOUSANDS, EXCEPT SHARE AND PER SHARE DATA)
(UNAUDITED)
On June 5, 1997, the Company entered into a $100 million revolving credit
agreement (the "Credit Agreement") with a six-member banking group. The Credit
Agreement, which matures on May 31, 2000, replaced the Company's existing $50
million revolving credit arrangement (the "Terminated Agreement"). On June 10,
1997, all balances due under the Terminated Agreement were repaid in full from
borrowings under the Credit Agreement. Loans outstanding under the Credit
Agreement are unsecured and accrue interest at a variable rate (an average of
6.8% per annum on June 30, 1997).
3. ACQUISITIONS
In April 1997 the Company paid $8,871 to acquire substantially all of the
assets and retire the outstanding debt of Tucker Printers ("Tucker") in
Rochester, New York. The Company also assumed Tucker's remaining liabilities.
In July 1997 the Company announced the completion of the acquisition of The
Etheridge Company in Grand Rapids, Michigan. The Company also announced the
signing of nonbinding letters of intent to acquire the following printing
companies: Georges & Shapiro Lithograph in Sacramento, California; Austin
Printing in Atlanta, Georgia; The Walnut Circle Press in Greensboro, North
Carolina; and Geyer Printing in Pittsburgh, Pennsylvania.
5
<PAGE>
CONSOLIDATED GRAPHICS, INC.
MANAGEMENT'S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS
THE FOLLOWING DISCUSSIONS CONTAIN FORWARD-LOOKING INFORMATION. READERS ARE
CAUTIONED THAT SUCH INFORMATION INVOLVES RISKS AND UNCERTAINTIES, INCLUDING
THOSE CREATED BY GENERAL MARKET CONDITIONS, COMPETITION AND THE POSSIBILITY THAT
EVENTS MAY OCCUR WHICH LIMIT THE ABILITY OF THE COMPANY TO MAINTAIN OR IMPROVE
ITS OPERATING RESULTS OR EXECUTE ITS PRIMARY GROWTH STRATEGY OF ACQUIRING
ADDITIONAL BUSINESSES. ALTHOUGH THE COMPANY BELIEVES THAT THE ASSUMPTIONS
UNDERLYING THE FORWARD-LOOKING STATEMENTS ARE REASONABLE, ANY OF THE ASSUMPTIONS
COULD BE INACCURATE, AND THERE CAN THEREFORE BE NO ASSURANCE THAT THE
FORWARD-LOOKING STATEMENTS INCLUDED HEREIN WILL PROVE TO BE ACCURATE. THE
INCLUSION OF SUCH INFORMATION SHOULD NOT BE REGARDED AS A REPRESENTATION BY THE
COMPANY OR ANY OTHER PERSON THAT THE OBJECTIVES AND PLANS OF THE COMPANY WILL BE
ACHIEVED.
GENERAL
Consolidated Graphics, Inc. ("CGX" or the "Company"), headquartered in
Houston, Texas, is one of the fastest growing printing companies in the United
States. It is the leading consolidator in a fragmented industry, adding value to
its acquisitions by providing the financial and operational strengths,
management support and technological advantages associated with a larger
organization. The Company currently has 20 printing companies operating in 16
U.S. markets, each with an established operating history (ranging from 10-119
years), experienced management, solid customer relationships and a reputation
for quality service and responsiveness.
The Company's sales are derived from the production and sale of customized
printed materials by its operating companies. All of the operating companies
provide general commercial printing services relating to the production of
annual reports, training manuals, product and capability brochures, direct mail
pieces, catalogs and other promotional material, all of which tend to be
recurring in nature. In addition, one of the Houston companies also provides
transaction-oriented financial printing services. Each operating company has its
own sales, estimating, customer service, prepress, production, postpress and
accounting departments. The Company's headquarters provides its operating
companies with certain administrative services, such as purchasing and human
resources support, as well as maintaining centralized cash management,
financing, investor relations and consolidated financial reporting activities.
The Company's strategy is to generate growth in sales and profits through
an aggressive acquisition program, coupled with internal growth and operational
improvements at its existing businesses. The Company provides its acquired
businesses cost savings through master purchasing arrangements, access to
technology and capital, strategic counsel and a commitment to training through a
unique, comprehensive management development program. As a result, operating
income margins and efficiencies of newly acquired businesses, which may be lower
than those being achieved by the Company's other businesses, typically improve
as the Company's operational strategies are fully implemented.
The Company's consolidated financial results in a given period may be
affected by the timing and magnitude of acquisitions. The Company's consolidated
operating income margins in the periods following a significant acquisition (or
series of acquisitions) may be lower than historically reported consolidated
margins depending upon the timing and extent to which an acquired business is
able to take advantage of the Company's operational strategies to improve its
financial performance.
The Company competes in the general commercial and financial printing
sectors, which are characterized by individual orders from customers for
specific printing projects rather than long-term contracts, with continued
engagement for successive jobs dependent upon, among other things, the
customer's satisfaction with the services provided. As such, the Company is
unable to predict, for more than a few weeks in advance, the number, size and
profitability of future printing jobs. Consequently, the timing with which
orders are received could have a significant impact on financial results in any
individual quarter.
6
<PAGE>
RESULTS OF OPERATIONS
The following tables set forth the Company's historical income statements
and certain percentage relationships based thereon for the periods indicated:
AS A PERCENTAGE
OF SALES
--------------------
THREE MONTHS THREE MONTHS
ENDED JUNE 30, ENDED JUNE 30,
-------------------- --------------------
1997 1996 1997 1996
--------- --------- --------- ---------
(IN MILLIONS)
Sales.............................. $ 50.7 $ 28.3 100.0% 100.0%
Cost of sales...................... 34.8 20.2 68.6 71.4
--------- --------- --------- ---------
Gross profit.................. 15.9 8.1 31.4 28.6
Selling expenses................... 4.9 2.8 9.7 10.1
General and administrative
expenses......................... 3.9 2.3 7.7 8.1
--------- --------- --------- ---------
Operating income.............. 7.1 3.0 14.0 10.4
Interest expense................... .9 .4 1.7 1.2
--------- --------- --------- ---------
Pretax income................. 6.2 2.6 12.3 9.2
Income taxes....................... 2.3 .9 4.7 3.3
--------- --------- --------- ---------
Net income.................... $ 3.9 $ 1.7 7.6% 5.9%
========= ========= ========= =========
Acquisitions in fiscal 1997 and 1998 are the primary causes of the absolute
increases in revenues and expenses since June 30, 1996. Each of the Company's
acquisitions in fiscal 1997 and 1998 have been accounted for under the purchase
method of accounting; accordingly, the Company's consolidated income statements
reflect revenues and expenses of acquired businesses only for post acquisition
periods.
The following table sets forth the Company's 1997 and 1998 acquisitions
(collectively the "1997/98 Acquired Businesses") and indicates the period in
which each business was acquired.
FISCAL 1997 ACQUISITIONS:
Bridgetown Printing............. June 1996
Garner Printing................. July 1996
Eagle Press..................... July 1996
Mobility........................ October 1996
Theo Davis Sons................. January 1997
Direct Color.................... January 1997
FISCAL 1998 ACQUISITION:
Tucker Printers................. April 1997
For more information regarding the fiscal 1997 acquisitions, refer to
"Notes to Consolidated Financial Statements" included in the Company's Annual
Report on Form 10-K for the fiscal year ended March 31, 1997. For more
information regarding the acquisition of Tucker Printers, refer to the
accompanying "Notes to Consolidated Financial Statements" included elsewhere
herein.
THREE MONTHS ENDED JUNE 30, 1997 COMPARED WITH THREE MONTHS ENDED JUNE 30, 1996.
Sales increased 79% to $50.7 million for the three months ended June 30,
1997, from $28.3 million for the three months ended June 30, 1996. This increase
is due to the addition of the 1997/98 Acquired Businesses and internal growth at
the Company's other businesses. The internal growth resulted primarily from
investments in equipment to add production capacity at certain locations,
combined with aggressive marketing efforts by all locations to increase market
share.
Gross profit increased 97% to $15.9 million for the three months ended June
30, 1997, from $8.1 million for the comparable period in 1996, primarily due to
the addition of the 1997/98 Acquired Businesses. Gross profit as a percentage of
sales increased to 31.4% for the three months ended June 30,
7
<PAGE>
1997, from 28.6% in the corresponding period of the prior year. This improvement
generally reflects increased operating efficiencies from investments in
equipment and technology and cost savings generated by the Company's efforts to
strengthen its master purchasing arrangements.
Selling expenses increased 73% to $4.9 million for the three months ended
June 30, 1997, from $2.8 million for the comparable period in 1996, due to the
increased sales levels as discussed above. Selling expenses as a percentage of
sales improved to 9.7% for the three months ended June 30, 1997, from 10.1% in
the corresponding period of the prior year. This improvement reflects an average
lower commission percentage generated by the 1997/98 Acquired Businesses as
compared to the Company's historical percentage and an increase in
non-commissioned "house" sales at certain locations.
General and administrative expenses increased 69% to $3.9 million for the
three months ended June 30, 1997, from $2.3 million for the comparable period in
1996. Substantially all of the increase was attributable to the 1997/98 Acquired
Businesses. General and administrative expenses as a percentage of sales
improved to 7.7% for the three months ended June 30, 1997, from 8.1% in the
corresponding period of the prior year, primarily because the increased sales
contributed by the 1997/98 Acquired Businesses and internal growth was greater
than the corresponding increase in the amount of overhead, including
headquarters staffing, necessary to sustain such increased sales levels.
Interest expense increased to $.9 million for the three months ended June
30, 1997, from $.4 million in the corresponding period of the prior year,
primarily due to additional borrowings under the Company's revolving credit
facility to finance the cash portions of the purchase price of the 1997/98
Acquired Businesses.
Effective income tax rates reflect an increase to 38% for the three months
ended June 30, 1997, from 36% in the corresponding period of the prior year, due
to the Company's growth by acquisition into states with higher income tax rates
than those states in which the Company previously had operations.
LIQUIDITY AND CAPITAL RESOURCES
The Company's primary cash requirements are for capital expenditures and
acquisitions. Cash generated from operations was $7.3 million for the three
months ended June 30, 1997, while cash expended for purchases of property and
equipment was $3.2 million. The remaining $4.1 million of operating cash flow
and net borrowings of $3.1 million under the Company's revolving credit facility
with a bank were the primary sources of funds used to complete the acquisition
of Tucker Printers.
On June 5, 1997, the Company entered into a $100 million revolving credit
agreement (the "Credit Agreement") with a six-member banking group. The Credit
Agreement, which matures on May 31, 2000, replaced the Company's previous $50
million revolving credit arrangement.
Loans outstanding under the Credit Agreement are unsecured and accrue
interest, at the Company's option, at (1) the London Interbank Offered Rate
(LIBOR) plus .50% to 1.50% based upon the Company's Debt to Pro Forma EBITDA
ratio as defined, redetermined quarterly, or (2) an alternate base rate based
upon the bank's prime lending rate or Federal Funds effective rate. The Credit
Agreement also provides for a commitment fee on available but unused amounts
ranging from .10% to .35% per annum. On June 30, 1997, outstanding borrowings
under the Credit Agreement were $31.8 million and were subject to an average
interest rate of 6.8% per annum.
The covenants in the Credit Agreement, among other things, limit the
Company's ability to (i) incur secured indebtedness or pledge assets as
collateral in excess of certain levels, (ii) merge, consolidate with or acquire
other businesses where the total consideration paid is above certain levels,
(iii) change its primary business, (iv) pay dividends above certain levels, (v)
dispose of assets outside the normal course of business in excess of 10% of the
Company's total tangible assets, and (vi) make capital expenditures (exclusive
of expenditures related to acquisitions of business) in excess of 300% of
depreciation. The Company believes that the covenants in the Credit Agreement
pertaining to restrictions on acquisitions of businesses do not adversely affect
its acquisition strategy and that, if necessary, the Company would likely be
able to obtain appropriate waivers. The Company must also meet certain financial
tests defined in the Credit Agreement,
8
<PAGE>
including maintaining a defined Minimum Net Worth and achieving specific ratios
of Debt to Capitalization, Debt to Pro Forma EBITDA and Fixed Charge Coverage.
The Company is currently in compliance with all financial tests and other
covenants set forth in the Credit Agreement.
Pursuant to an agreement between the Company and Komori America Corporation
(the "Komori Agreement"), the Company has purchased four new printing presses
(three in fiscal 1997 and one thus far in fiscal 1998) for approximately $10
million. The Komori Agreement provides certain volume purchase incentives and
financing options under which the Company may, but is not obligated to, purchase
up to $50 million of printing presses over its term. The Company has exercised
the financing option in connection with the purchase of the first three presses,
resulting in a long-term obligation of $6.5 million at June 30, 1997. The terms
of the financing provide for monthly principal and interest payments through
2006 at a fixed interest rate of 8.25%. The Company plans to exercise the
financing option on the fourth press after final installation and testing, which
is expected to occur in the second quarter of fiscal 1998. Payment of the
Company's obligations under the Komori Agreement is secured by the purchased
presses. The Company is subject to no significant financial covenants or
restrictions in connection with these obligations.
The Company's remaining debt obligations generally consist of mortgages,
equipment notes, promissory notes and a $5 million auxiliary revolving credit
agreement, some of which contain financial covenants and restrictions. The most
significant of these place certain restrictions on future borrowings and
acquisitions above specified levels. The Company believes these restrictions do
not adversely affect its acquisition strategy.
Significant uses of capital by the Company since June 30, 1997, along with
the Company's expectations for future capital expenditures and acquisitions, are
as follows:
In July 1997 the Company completed the acquisition of The Etheridge Company
in Grand Rapids, Michigan. To complete this acquisition, the Company paid cash
totaling $3.8 million and assumed debt of $3.2 million. The cash portion of this
transaction was financed with borrowings under the Credit Agreement.
The Company expects to make additional acquisitions in fiscal 1998, and
currently has nonbinding letters of intent to acquire the following printing
companies: Georges & Shapiro Lithograph in Sacramento, California; Austin
Printing in Atlanta, Georgia; The Walnut Circle Press in Greensboro, North
Carolina; and Geyer Printing in Pittsburgh, Pennsylvania.
Significant immediate and future cash requirements for the aforementioned
acquisitions and additional purchases of property and equipment are expected to
be financed by cash flow from operations and borrowings under the Credit
Agreement.
There can be no assurance that the Company will be able to acquire
additional businesses on acceptable terms in the future. In addition, there can
be no assurance that the Company will be able to establish, maintain or increase
the profitability of any acquired business.
9
<PAGE>
CONSOLIDATED GRAPHICS, INC.
PART II -- OTHER INFORMATION
ITEM 1. LEGAL PROCEEDINGS.
From time to time the Company may be involved in litigation relating to
claims arising in the normal course of business. The Company maintains insurance
coverage against potential claims in an amount which it believes to be adequate.
All litigation in which the Company is currently involved is not believed by
management to be significant to the Company's financial position or results of
operations. While the outcome of lawsuits or other proceedings against the
Company cannot be predicted with certainty, the Company does not believe the
ultimate outcome of any of these matters will have a material adverse effect on
its business or financial position.
ITEM 2. CHANGES IN SECURITIES
In June 1997 the Company issued 13,334 shares of its common stock to an
individual pursuant to the terms of an employment and non-competition agreement
entered into in February 1996 in connection with one of its fiscal 1996
acquisitions. Accordingly, the issuance of such common shares was exempt from
registration pursuant to Section 4(2) of the Securities Act of 1933 as a
transaction by the issuer not involving a public offering.
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K.
(a) Exhibits
3.2 By-Laws of the Company, dated as of May 31, 1995, together
with amendment thereto dated July 3, 1996.
27 Edgar financial data schedules.
(b) Reports on Form 8-K:
(1) Form 8-K, filed April 4, 1997 in connection with the press
release announcing the completion of the acquisition of
Tucker Printers.
(2) Form 8-K, filed April 30, 1997 in connection with the press
release announcing the Company's fiscal 1997 fourth quarter
results and the expiration of the letter of intent to
acquire Litho Industries.
(3) Form 8-K, filed May 7, 1997 in connection with the press
release announcing the signing of a nonbinding letter of
intent to acquire The Etheridge Company.
(4) Form 8-K, filed June 11, 1997 in connection with the press
release announcing the Company's new $100 million revolving
credit facility with a six-member banking group.
(5) Form 8-K, filed July 2, 1997 in connection with the press
release announcing the signing of a nonbinding letter of
intent to acquire Georges & Shapiro Lithograph, Inc.
(6) Form 8-K, filed July 9, 1997 in connection with the press
releases announcing the signing of nonbinding letters of
intent to acquire Austin Printing Company and The Walnut
Circle Press.
(7) Form 8-K, filed July 23, 1997 in connection with the press
releases announcing the signing of a nonbinding letter of
intent to acquire Geyer Printing Company and the completion
of the acquisition of The Etheridge Company.
(8) Form 8-K, filed July 30, 1997 in connection with the press
release announcing the Company's fiscal 1998 first quarter
results.
10
<PAGE>
SIGNATURES
PURSUANT TO THE REQUIREMENTS OF THE SECURITIES EXCHANGE ACT OF 1934, THE
REGISTRANT, CONSOLIDATED GRAPHICS, INC., HAS DULY CAUSED THIS REPORT TO BE
SIGNED ON ITS BEHALF BY THE UNDERSIGNED, THEREUNTO DULY AUTHORIZED.
CONSOLIDATED GRAPHICS, INC.
(Registrant)
Dated: August 11, 1997 By:/s/G. CHRISTOPHER COLVILLE
G. Christopher Colville
VICE PRESIDENT -- MERGERS AND ACQUISITIONS,
CHIEF FINANCIAL AND ACCOUNTING OFFICER
11
BY-LAWS OF CONSOLIDATED GRAPHICS, INC.
ADOPTED AS OF MAY 31, 1995
ARTICLE I
SHAREHOLDERS
SECTION 1. ANNUAL MEETING. The annual meeting of shareholders for the
purpose of electing directors and for the transaction of any other business to
come before such meeting shall be held on such date in each year and at such
time as shall be designated by the Board of Directors and stated in the notice
of the meeting.
SECTION 2. PRESIDING OFFICER AND CONDUCT OF MEETINGS. The Chairman of the
Board of Directors shall preside at all meetings of the shareholders and shall
automatically serve as Chairman of such meetings. In the absence of the Chairman
of the Board of Directors, or if the Directors neglect or fail to elect a
Chairman, then the Chief Executive Officer of the Corporation shall preside at
the meetings of the shareholders and shall automatically be the Chairman of such
meeting, unless and until a different person is elected by a majority of the
shares entitled to vote at such meeting.
The Chairman of the meeting shall appoint at least two (2) persons to act
as inspectors of election at the meeting.
At the annual meeting of the shareholders, only such business shall be
conducted as shall have been properly brought before the annual meeting. To be
properly brought before the annual meeting of shareholders, business must be (i)
specified in the notice of meeting (or any supplement thereto) given by or at
the direction of the Board of Directors, (ii) otherwise properly brought before
the meeting by or at the direction of the Board of Directors, or (iii) otherwise
properly brought before the meeting by a shareholder of the Corporation who is a
shareholder of record at the time of giving notice provided for in this Section
2 of Article I, who shall be entitled to vote at such meeting and who complies
with the notice procedures set forth in this Section 2 of Article I. For
business to be properly brought before an annual meeting by a shareholder, the
shareholder shall comply with all applicable requirements of the Securities
Exchange Act of 1934, as amended, and the rules and regulations thereunder with
respect to the matters set forth in this Section 2 of Article I.
SECTION 3. SPECIAL MEETINGS. Special meetings of the shareholders, for any
purpose or purposes, unless otherwise prescribed by statute, may be called by
the Chief Executive Officer, or by the Board of Directors, and shall be called
by the Chief Executive Officer at the request of the holders of not less than
one-tenth (1/10th) of all the outstanding shares of the Corporation entitled to
vote at the meeting.
SECTION 4. PLACE OF MEETING. The Board of Directors may designate any
place, either within or without the State of Texas, as the place of meeting for
any annual or special meeting. If no
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designation is made, the place of meeting shall be the registered office of the
Corporation in the State of Texas.
SECTION 5. NOTICE OF MEETING. Written or printed notice stating the place,
day and hour of the meeting and the purpose or purposes for which the meeting is
called, shall be delivered not less than ten (10) nor more than fifty (50) days
before the date of the meeting, either personally or by mail, by or at the
direction of the Chief Executive Officer or the Secretary, or the officer or
persons calling the meeting, to each shareholder of record entitled to vote at
such meeting. If mailed, such notice shall be deemed to be delivered when
deposited in the United States mail, addressed to the shareholder at his address
as it appears on the stock transfer books of the Corporation, with postage
thereon prepaid. Waiver by a shareholder in writing of notice of a shareholders'
meeting, signed by him, whether before or after the time of such meeting, shall
be equivalent to the giving of such notice. Attendance by a shareholder, whether
in person or by proxy, at a shareholders' meeting shall constitute a waiver of
notice of such meeting of which he has had no notice.
SECTION 6. CLOSING OF TRANSFER BOOKS AND FIXING OF RECORD DATE. For the
purpose of determining shareholders entitled to notice of or to vote at any
meeting of shareholders or any adjournment thereof, or shareholders entitled to
receive payment of any dividend, or in order to make a determination of
shareholders for any other proper purpose, the Board of Directors of the
Corporation may provide that the stock transfer books shall be closed for a
stated period but not to exceed, in any case, fifty (50) days. If the stock
transfer books shall be closed for the purpose of determining shareholders
entitled to notice of or to vote at a meeting of shareholders, such books shall
be closed for at least ten (10) days immediately preceding such meeting. In lieu
of closing the stock transfer books, the Board of Directors may, by resolution,
fix in advance a date as the record date for any such determination of
shareholders, such date in any case to be not more than fifty (50) days and, in
case of a meeting of shareholders, not less than ten (10) days prior to the date
on which the particular action, requiring such determination of shareholders, is
to be taken. If the stock transfer books are not closed and no record date is
fixed for the determination of shareholders entitled to notice of or to vote at
a meeting of shareholders, or shareholders entitled to receive payment of a
dividend, the date on which notice of the meeting is mailed or the date on which
the resolution of the Board of Directors declaring such dividend is adopted, as
the case may be, shall be the record date for such determination of
shareholders. When a determination of shareholders entitled to vote at any
meeting of shareholders has been made as provided in this section, such
determination shall apply to any adjournment thereof except where the
determination has been made through the closing of the stock transfer books and
the stated period of closing has expired.
SECTION 7. VOTING LISTS. The officer or agent having charge of the stock
transfer books for shares of the Corporation shall make, at least ten (10) days
before each meeting of shareholders, a complete list of the shareholders
entitled to vote at such meeting, or any adjournment thereof, arranged in
alphabetical order, with the address and the number of shares held by each,
which list, for a period of ten (10) days prior to such meeting, shall be kept
on file at the registered office of the Corporation and shall be subject to
inspection by any shareholder at any time during usual business hours. Such list
shall also be produced and opened at the time and place of the meeting and shall
be subject to the inspection by any shareholder during the whole time of the
meeting. The original stock transfer books shall be PRIMA FACIE evidence as to
who are the shareholders entitled to examine such list or transfer books or to
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vote at any meeting of shareholders. Failure to comply with the requirements of
this Section shall not affect the validity of any action taken at such meeting.
SECTION 8. QUORUM. A majority of the outstanding shares of the Corporation
entitled to vote, represented in person or by proxy, shall constitute a quorum
at a meeting of shareholders and the vote of the holders of a majority of the
shares entitled to vote and thus represented at a meeting at which a quorum is
present shall be the act of the shareholders' meeting, unless the vote of a
greater number is required by law, the Articles of Incorporation or these
By-Laws. If less than a majority of the outstanding shares are represented at a
meeting, a majority of the shares so represented may adjourn the meeting from
time to time without further notice. At such adjourned meeting at which a quorum
shall be present or represented, any business may be transacted which might have
been transacted as originally notified. The shareholders present at a duly
organized meeting may continue to transact business until adjournment,
notwithstanding the withdrawal of enough shareholders to leave less than a
quorum.
SECTION 9. PROXIES. At all meetings of shareholders, a shareholder may
vote by proxy executed in writing by the shareholder or by his duly authorized
attorney-in-fact. Such proxy shall be filed with the Secretary of the
Corporation before or at the time of the meeting. No proxy shall be valid after
eleven (11) months from the date of its execution, unless otherwise provided in
the proxy. Each proxy shall be revocable unless expressly provided therein to be
irrevocable, and unless otherwise made irrevocable by law.
SECTION 10. VOTING OF SHARES. Each outstanding share entitled to vote
shall be entitled to one (1) vote upon each matter submitted to vote at a
meeting of shareholders.
SECTION 11. CUMULATIVE VOTING. There shall be no cumulative voting
whatsoever permitted on any matter.
SECTION 12. ACTION BY SHAREHOLDERS WITHOUT MEETING. Any action required to
be taken at a meeting of the shareholders, or any other action which may be
taken at a meeting of the shareholders, may be taken without a meeting if a
consent in writing, setting forth the action so taken, shall be signed by all of
the shareholders entitled to vote with respect to the subject matter thereof.
ARTICLE II
BOARD OF DIRECTORS
SECTION 1. GENERAL POWERS. The business and affairs of the Corporation
shall be managed by its Board of Directors.
SECTION 2. NUMBER, TENURE AND QUALIFICATIONS. The number of directors of
the Corporation shall be eleven (11) but the number of directors may be
increased or decreased (provided the decrease does not shorten the term of any
incumbent director) from time to time by amendment of these By-Laws or by
resolution of the Board of Directors, but shall never be less than one (1). Each
director shall hold office until the next annual meeting of shareholders and
until his successor shall
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have been elected and qualified. Directors need not be residents of the State of
Texas, or shareholders of the Corporation.
SECTION 3. CHAIRMAN. A majority of the Directors shall elect from its
members a Chairman who shall preside at all meetings of the Board of Directors.
The Chairman shall hold this office until the next regular meeting of the
Directors or until his successor shall have been elected and qualified. In the
absence of the Chairman, or if the Directors neglect or fail to elect a
Chairman, then the Chief Executive Officer of the Corporation, if he is a member
of the Board of Directors, shall automatically serve as Chairman of the Board of
Directors.
SECTION 4. SECRETARY. The Secretary of the Board of Directors shall be the
Secretary of the Corporation, and the Secretary shall act as Secretary of the
Directors' meetings and record the minutes of all such meetings. If the
Secretary of the Corporation is not available, then the Chairman, or the Chief
Executive Officer, as the case may be, may appoint a person to serve as
Secretary of the meeting, and such person shall not be required to be a member
of the Board of Directors nor an officer of the Corporation.
SECTION 5. REGULAR MEETINGS. Regular meetings of the Board of Directors
shall be held at such place or places within or without the State of Texas, at
such hour and on such day as may be fixed by resolution of the Board of
Directors, without further notice of such meetings. The time or place of holding
regular meetings of the Board of Directors may be changed by the Chairman of the
Board or the Chief Executive Officer by giving written notice thereof as
provided in Section 7 of this Article II.
SECTION 6. SPECIAL MEETINGS. Special meetings of the Board of Directors
may be called by or at the request of the Chief Executive Officer or a majority
of the Directors. The person or persons authorized to call special meetings of
the Board of Directors may fix any place, either within or without the State of
Texas, as the place for holding any special meeting of the Board of Directors
called by them.
SECTION 7. NOTICE. Notice of any special meetings shall be given at least
two (2) days previously thereto by a written notice delivered personally, mailed
or sent by telecopy to each director at his business address, or by telegram. If
mailed, such notice shall be deemed to be delivered when deposited in the United
States mail so addressed, with postage thereon prepaid. If notice be given by
telegram, such notice shall be deemed to be delivered when the telegram is
delivered to the telegraph company. If notice be given by telecopy, such notice
shall be deemed to be delivered upon successful transmission of such notice,
confirmed by telephone. Any director may waive notice of any meeting. The
attendance of a director at a meeting shall constitute a waiver of notice of
such meeting, except where a director attends a meeting for the express purpose
of objecting to the transaction of any business because the meeting is not
lawfully called or convened. Neither the business to be transacted at, nor the
purpose of, any regular or special meeting of the Board of Directors need be
specified in the notice or waiver of notice of such meeting.
SECTION 8. QUORUM. A majority of the number of directors fixed by these
By-Laws shall constitute a quorum for the transaction of business at any meeting
of the Board of Directors, but if
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less than such majority is present at a meeting, a majority of the directors
present may adjourn the meeting from time to time without further notice.
SECTION 9. MANNER OF ACTING. The act of the majority of the directors
present at a meeting at which a quorum is present shall be the act of the Board
of Directors.
SECTION 10. VACANCIES. Any vacancy occurring in the Board of Directors may
be filled by the affirmative vote of a majority of the remaining directors
though less than a quorum of the Board of Directors. A director elected to fill
a vacancy shall be elected for the unexpired term of is his predecessor in
office. A directorship to be filled by reason of an increase in the number of
directors may be filled by the Board of Directors for term of office continuing
only until the next election of one or more directors by the shareholders;
PROVIDED THAT the Board of Directors may not fill more than two such
directorships during the period between any two successive annual meetings of
shareholders.
A vacancy shall be deemed to exist by reason of the death, resignation,
failure or refusal to act by the person elected, upon the failure of
shareholders to elect directors to fill the unexpired term of directors removed
in accordance with the provisions of these By-Laws, or upon an increase in the
number of directors by amendment of these By-Laws.
SECTION 11. REMOVAL. The entire Board of Directors or any individual
director may be removed for office without assigning any cause, by a majority
vote of the shareholders at any meeting at which a quorum of shareholders is
present. In case the entire Board or any one (1) or more of the directors are so
removed, new directors may be elected at the same meeting for the unexpired term
of the director or directors so removed. Failure to elect directors to fill the
unexpired term of the directors so removed shall be deemed to create a vacancy
or vacancies in the Board of Directors.
SECTION 12. COMPENSATION. By resolution of the Board of Directors, the
directors may be paid their expenses, if any, of attendance at each meeting of
the Board of Directors, and may be paid a fixed sum for attendance at each
meeting of the Board of Directors or a stated salary as director. No such
payment shall preclude any director from serving the Corporation in any other
capacity and receiving compensation therefor.
SECTION 13. PRESUMPTION OF ASSENT. A director of the Corporation who is
present at a meeting of the Board of Directors in which action on any
Corporation matter is taken shall be presumed to have assented to the action
taken unless his dissent shall be entered in the minutes of the meeting or
unless he shall file his written dissent to such action with the person acting
as the Secretary of the meeting before the adjournment thereof, or shall forward
such dissent by registered mail to the Secretary of the Corporation immediately
after the adjournment of the meeting. Such right to dissent shall not apply to a
director who voted in favor of such action.
SECTION 14. INTEREST OF DIRECTORS IN CONTRACTS. Any contract or other
transaction between the Corporation and one (1) or more of its directors, or
between the Corporation and any firm of which one or more if its directors are
members or employees, or in which they are interested, or between the
Corporation and any corporation or association of which one or more of its
directors are shareholders, members, directors, officers, or employees, or in
which they are interested, shall be
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valid for all purposes, notwithstanding the presence of such director or
directors at the meeting of the Board of Directors of the Corporation, which
acts upon, or in reference to, such contract or transaction, and notwithstanding
his or their participation in such action, if the fact of such interest shall be
disclosed or known to the Board of Directors and the Board of Directors shall,
nevertheless, authorize, approve and ratify such contract or transaction by a
vote of a majority of the directors present, such interested director or
directors to be counted in determining whether a quorum is present, but not to
be counted in calculating the majority of such quorum necessary to carry such
vote. This section shall not be construed to invalidate any contract or other
transaction which would otherwise be valid under the common and statutory law
applicable thereto.
SECTION 15. COMMITTEES. The Board of Directors may, by resolution or
resolutions passed by a majority of the whole Board of Directors, designate one
or more members of the Board of Directors to constitute one or more committees
of the Board, which shall in each case consist of such number of directors as
the Board of Director may determine. Each committee shall have and may exercise
such powers in the management of the business and affairs of the Corporation as
the Board of Directors may determine by resolution and specify in the respective
resolutions appointing them, subject to such restrictions as may be contained in
the Articles of Incorporation or that may be imposed by law. Such committee or
committees shall have such name or names as may be determined from time to time
by resolutions adopted by the Board of Directors. A majority of all the members
of any such committee may fix its rules of procedure, determine its actions and
fix the time and place, whether within or without the State of Texas, of its
meetings and specify what notice thereof, if any, shall be given, unless the
Board of Directors shall provide otherwise by resolution. The Board of Directors
shall have power to change the membership of any such committee at any time, to
fill vacancies therein and to disband any such committee, either with or without
cause, at any time. Each committee shall keep regular minutes of its proceedings
and report the same to the Board of Directors when required.
SECTION 16. EXECUTIVE COMMITTEE.
(a) DESIGNATION. The Board of Directors may, by resolution adopted
by a majority of the whole Board, designate an executive committee.
(b) NUMBER; QUALIFICATION; TERM. The executive committee shall
consist of one (1) or more directors, one (1) of whom shall be the Chief
Executive Officer. The executive committee shall serve at the pleasure of
the Board of Directors.
(c) AUTHORITY. The executive committee, to the extent provided in
such resolution, shall have and may exercise all of the authority of the
Board of Directors in the management of the business and affairs of the
Corporation, including authority over the use of the corporate seal.
However, the executive committee shall not have the authority of the Board
in reference to:
(1) Amending the Articles of Incorporation;
(2) Proposing a reduction in the stated capital of the
Corporation in the manner permitted by Article 4.12 of
the Texas Business Corporation Act or any successor
statutory provision, as from time to time amended (the
"TBCA");
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(3) Approving a plan of merger or consolidation;
(4) Recommending to the shareholders the sale, lease or
exchange of all or substantially all of the property and
assets of the Corporation otherwise than in the usual and
regular course of its business;
(5) Recommending to the shareholders a voluntary dissolution
of the Corporation or a revocation thereof;
(6) Amending, altering or repealing these By-Laws or
adopting new By-Laws;
(7) Filling vacancies in or removing members of the Board of
Directors or of any committee appointed by the Board of
Directors;
(8) Electing or removing officers or members of any such
committee;
(9) Fixing the compensation of any member or alternate
member of such committee;
(10) Altering or repealing any resolution of the Board of
Directors which by its terms provides that it shall not
be so amendable or repealable;
(11) Declaring a dividend; or
(12) Authorizing the issuance of shares of the Corporation.
(d) CHANGE IN NUMBER. The number of executive committee members may
be increased or decreased from time to time by resolution adopted by a
majority of the whole Board of Directors.
(e) REMOVAL. Any member of the executive committee may be removed by
the Board of Directors by the affirmative vote of a majority of the whole
Board, whenever in its judgment the best interests of the Corporation will
be served thereby.
(f) VACANCIES. A vacancy occurring in the executive committee by
death, resignation, removal or otherwise may be filled by the Board of
Directors in the manner provided for original designation in subparagraph
(a) hereof.
(g) MEETINGS. Time, place and notice (if any) of executive
committee meetings shall be determined by the executive committee.
(h) QUORUM; MAJORITY VOTE. At meetings of the executive committee, a
majority of the number of members designated by the Board of Directors
shall constitute a quorum for the transaction of business. The act of a
majority of the members present at any meeting at which a quorum is
present shall be the act of the executive committee, except as otherwise
specifically provided by statute, the Articles of Incorporation, or these
By-Laws. If a quorum is not present at a meeting of the executive
committee, the members present may adjourn the meeting from time to time
without notice other than an announcement at the meeting, until a quorum
is present.
(i) COMPENSATION. By resolution of the whole Board of Directors, the
members of the executive committee may be paid their expenses, if any, for
attendance at each meeting of the executive committee and may be paid a
fixed sum for attendance at each meeting of the
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executive committee or a stated salary as a member. No such payment shall
preclude any member from serving the Corporation in any other capacity and
receiving compensation therefor.
(j) PROCEDURE. The executive committee shall keep regular minutes of
its proceedings and report the same to the Board of Directors when
required. The minutes of the proceedings of the executive committee shall
be placed in the minute book of the Corporation.
(k) ACTION WITHOUT MEETING. Any action required or permitted to be
taken at a meeting of the executive committee may be taken without a
meeting if a consent in writing, setting forth the action so taken, is
signed by all the members of the executive committee. Such consent shall
have the same force and effect as a unanimous vote at a meeting. The
signed consent, or a signed copy, shall be placed in the minute book.
(l) RESPONSIBILITY. The designation of an executive committee and
the delegation of authority to it shall not operate to relieve the Board
of Directors, or any member thereof, of any responsibility imposed upon it
or him by law.
SECTION 17. ACTION BY DIRECTORS WITHOUT MEETING. Any action required or
permitted to be taken at a meeting of the Board of Directors or any executive
committee may be taken without a meeting if a consent in writing, setting forth
the action so taken shall be signed by all the members of the Board of Directors
or executive committee, as the case may be. As permitted by Article 9.10C of the
Texas Business Corporation Act, members of the Board of Directors, or members of
any committee designated by such Board, may participate and hold a meeting of
the Board of Directors or any committee by means of conference telephone or
similar communications equipment by means of which all persons participating in
the meeting can hear each other, and participation in such meeting pursuant to a
conference call or similar communications equipment shall constitute presence in
person at such meeting.
ARTICLE III
OFFICERS
SECTION 1. NUMBER. The officers of the Corporation shall be a Chief
Executive Officer, a President, one (1) or more Vice Presidents, (the number
thereof to be determined by the Board of Directors), a Secretary, and a
Treasurer, each of whom shall be elected by the Board of Directors. Such other
officers and assistant officers as may be deemed necessary may be elected or
appointed by the Board of Directors. Any two (2) or more offices may be held by
the same person.
SECTION 2. ELECTION AND TERM OF OFFICE. The officers of the Corporation to
be elected by the Board of Directors shall be elected annually by the Board of
Directors at the first meeting of the Board of Directors held after each annual
meeting of the shareholders. If the election of officers shall not be held at
such meeting, such election shall be held as soon thereafter as conveniently may
be. Each officer shall hold office until his successor shall have been duly
elected and shall have qualified or until his death or until he shall resign or
shall have been removed in the manner hereinafter provided.
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SECTION 3. REMOVAL. Any officer or agent elected or appointed by the Board
of Directors may be removed by the Board of Directors whenever in its judgment
the best interest of the Corporation would be served thereby, but such removal
shall be without the prejudice to the contract rights, if any, of the person so
removed. Election or appointment of an officer shall not of itself create
contract rights.
SECTION 4. VACANCIES. A vacancy in any office may be filled by the Board
of Directors for the unexpired portion of the term.
SECTION 5. CHIEF EXECUTIVE OFFICER. The Chief Executive Officer shall be
subject to the control of the Board of Directors, and shall in general supervise
and control all business and affairs of the Corporation. He may sign, with the
Secretary, Assistant Secretary, or any other proper officer of the Corporation
thereunto authorized by the Board of Directors, certificates for shares of the
Corporation. He may agree upon and execute any deeds, mortgages, bonds,
contracts, and other obligations in the name of the Corporation. In general, he
shall perform all duties incident to the office of Chief Executive Officer and
such other duties as may be prescribed by the Board of Directors from time to
time.
SECTION 6. PRESIDENT. In the absence of the Chief Executive Officer, or in
the event of his death or inability to act or refusal to act, the President
shall perform the duties of the Chief Executive Officer and when so acting shall
have all of the powers of and be subject to all of the restrictions upon the
Chief Executive Officer. In general, he shall perform all duties incident to the
office of President and such other duties as may be prescribed by the Board of
Directors from time to time.
SECTION 7. VICE PRESIDENTS. In the absence of the Chief Executive Officer
and the President, or in the event of their death or inability or refusal to
act, the Vice President or (in the event that there be more than one (1) Vice
President) the Vice Presidents, in the order designated at the time of their
election, or, in the absence of any designation, then in the order of their
election, shall perform the duties of the Chief Executive Officer, and when so
acting shall have all of the powers of and be subject to all of the restrictions
upon the Chief Executive Officer. In general he shall perform such other duties
as from time to time may be assigned to him by the Chief Executive Officer, the
President, or by the Board of Directors.
SECTION 8. SECRETARY. The Secretary shall: (a) keep the minutes of the
Shareholders' and the Board of Directors' meetings in one (1) or more books
provided for that purpose; (b) see that all notices be duly given in accordance
with the provisions of these By-Laws or as required by law; (c) be custodian of
the corporate records and of the seal of the Corporation and see that the seal
of the Corporation is affixed to all documents the execution of which on behalf
of the Corporation under its seal is duly authorized; (d) shall have charge of
the certificate books, transfer books and stock ledgers; (e) sign with the Chief
Executive Officer certificates for shares of the Corporation, and (f) in
general, perform all duties incident to the office of Secretary and such other
duties as from time to time may be assigned to him by the Chief Executive
Officer or by the Board of Directors.
SECTION 9. TREASURER. If required by the Board of Directors, the Treasurer
shall give a bond for the faithful discharge of his duties in such sum and with
such surety or sureties as the Board of Directors may determine. He shall: (a)
have charge and custody of and be responsible for all funds
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and securities of the Corporation; receive and give receipts for moneys due and
payable to the Corporation from any source whatsoever, and deposit all such
moneys in the name of the Corporation in such banks, trust companies or other
depositories in the manner prescribed by the Board of Directors; and (b) in
general, perform all of the duties incident to the office of Treasurer and such
other duties as from time to time may be assigned to him by the Chief Executive
Officer or by the Board of Directors.
SECTION 10. ASSISTANT SECRETARIES AND ASSISTANT TREASURERS. The Assistant
Secretaries and Assistant Treasurers, in general, shall perform such duties as
shall be assigned to them by the Secretary or the Treasurer, respectively, or by
the Chief Executive Officer or the Board of Directors. The Assistant Secretaries
and Assistant Treasurers shall exercise the powers of the Secretary or of the
Treasurer, respectively, during that officer's absence or inability to act.
SECTION 11. SALARIES. The salaries of the officers shall be fixed from
time to time by the Board of Directors and no officer shall be prevented from
receiving such salary by reason of the fact that he is also a director of the
Corporation. In the absence of action taken by the Board of Directors to fix the
salary of any officer during the prior twelve (12) month period, the Chief
Executive Officer shall have sole discretionary authority to fix such salary of
any officer.
ARTICLE IV
INDEMNITY; INSURANCE
SECTION 1. INDEMNIFICATION. Each person who at any time shall serve, or
shall have served, as a director, officer, employee or agent of the Corporation,
or any person who, while a director, officer, employee or agent of the
Corporation, is or was serving at the request of the Corporation as a director,
officer, partner, venturer, proprietor, trustee, administrator, employee, agent
or similar functionary of another foreign or domestic corporation, partnership,
joint venture, sole proprietorship, trust, employee benefit plan or other
enterprise (each such person referred to herein as an "Indemnitee"), shall be
entitled to indemnification as and to the fullest extent permitted by Article
2.02-1 of the TBCA. The foregoing right of indemnification shall not be deemed
exclusive of any other rights to which those to be indemnified may be entitled
as a matter of law or under any agreement, other provision of these By-Laws,
vote of shareholders or directors, or other arrangement. The Corporation may
enter into indemnification agreements with its executive officers or directors
that contractually provide to them the benefits of the provisions of this
Article IV and include related provisions meant to facilitate the Indemnitees'
receipt of such benefits and such other indemnification protections as may be
deemed appropriate.
SECTION 2. ADVANCEMENT OR REIMBURSEMENT OF EXPENSES. The rights of
Indemnitee provided under the preceding section shall include, but not be
limited to, the right to be indemnified and to have expenses advanced in all
proceedings to the fullest extent permitted by Article 2.02-1 of the TBCA. In
the event that an Indemnitee is not wholly successful, on the merits or
otherwise, in a proceeding but is successful, on the merits or otherwise, as to
any claim in such proceeding, the Corporation shall indemnify Indemnitee against
all expenses actually and reasonably incurred by Indemnitee or on Indemnitee's
behalf relating to each claim. The termination of a claim in a
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proceeding by dismissal, with or without prejudice, shall be deemed to be a
successful result as to such claim. In addition, to the extent an Indemnitee is,
by reason of his corporate status, a witness or otherwise participates in any
proceeding at a time when he is not named a defendant or respondent in the
proceeding, he shall be indemnified against all expenses actually and reasonably
incurred by him or on his behalf in connection therewith. The Corporation shall
pay all reasonable expenses incurred by or on behalf of Indemnitee in connection
with any proceeding or claim, whether brought by the Corporation or otherwise,
in advance of any determination respecting entitlement to indemnification
pursuant to this Article IV within ten days after the receipt by the Corporation
of a written request from Indemnitee reasonably evidencing such expenses and
requesting such payment or payments from time to time, whether prior to or after
final disposition of such proceeding or claim; provided that the Indemnitee
affirms his good faith belief that he has met the standard of conduct necessary
for indemnification under this Article IV and undertakes and agrees in writing
that he will reimburse and repay the Corporation for any expenses so advanced to
the extent that it shall ultimately be determined by a court, in a final
adjudication from which there is no further right of appeal, that Indemnitee is
not entitled to be indemnified against such expenses.
SECTION 3. DETERMINATION OF REQUEST. Upon written request to the
Corporation by an Indemnitee for indemnification pursuant to these By-Laws, a
determination, if required by applicable law, with respect to Indemnitee's
entitlement thereto shall be made in accordance with Article 2.02-1 of the TBCA;
PROVIDED, HOWEVER, that notwithstanding the foregoing, if a Change in Control
shall have occurred, such determination shall be made by Independent Counsel
selected by Indemnitee, unless Indemnitee shall request that such determination
be made in accordance with Article 2.02-1F (1) or (2). The Corporation shall pay
any and all reasonable fees and expenses of Independent Counsel incurred in
connection with any such determination. If a Change in Control shall have
occurred, Indemnitee shall be presumed (except as otherwise expressly provided
in this Article IV) to be entitled to indemnification under this Article IV upon
submission of a request to the Corporation for indemnification, and thereafter
the Corporation shall have the burden of proof in overcoming that presumption in
reaching a determination contrary to that presumption. The presumption shall be
used by Independent Counsel, or such other person or persons determining
entitlement to indemnification, as a basis for a determination of entitlement to
indemnification unless the Corporation provides information sufficient to
overcome such presumption by clear and convincing evidence or the investigation,
review and analysis of Independent Counsel or such other person or persons
convinces him or them by clear and convincing evidence that the presumption
should not apply.
SECTION 4. EFFECT OF CERTAIN PROCEEDINGS. The termination of any
proceeding or of any claim in a proceeding by judgment, order, settlement or
conviction, or upon a plea of NOLO CONTENDERE or its equivalent, shall not
(except as otherwise expressly provided in this Article) by itself adversely
affect the right of Indemnitee to indemnification or create a presumption that
Indemnitee's conduct was not in good faith and in a manner that Indemnitee
reasonably believed in the case of conduct in Indemnitee's official capacity,
that was not in the best interests of the Corporation or, in all other cases,
that was not opposed to the best interests of the Corporation or, with respect
to any criminal proceeding, that Indemnitee had reasonable cause to believe that
Indemnitee's conduct was unlawful and Indemnitee shall be deemed to have been
found liable in respect of any claim only after Indemnitee shall have been so
adjudged by a court of competent jurisdiction after exhaustion of all appeals
therefrom.
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<PAGE>
SECTION 5. EXPENSES OF ENFORCEMENT OF ARTICLE. In the event that
Indemnitee, pursuant to this Article IV, seeks a judicial adjudication to
enforce Indemnitee's rights under, or to recover damages for breach of, rights
created under or pursuant to this Article IV, Indemnitee shall be entitled to
recover from the Corporation, and shall be indemnified by the Corporation
against, any and all expenses actually and reasonably incurred by Indemnitee in
such judicial adjudication but only if Indemnitee prevails therein. If it shall
be determined in said judicial adjudication that Indemnitee is entitled to
receive part but not all of the indemnification or advancement of expenses
sought, the expenses incurred by Indemnitee in connection with such judicial
adjudication shall be reasonably prorated in good faith by counsel for
Indemnitee. Notwithstanding the foregoing, if a Change in Control shall have
occurred, Indemnitee shall be entitled to indemnification under this Section 5
regardless of whether Indemnitee ultimately prevails in such judicial
adjudication.
SECTION 6. INSURANCE ARRANGEMENTS. The Corporation may procure or maintain
insurance or other similar arrangements, at its expense, to protect itself and
any Indemnitee against any expense, liability or loss asserted against or
incurred by such person, incurred by Indemnitee in such a capacity or arising
out of Indemnitee's status as such a person, whether or not the Corporation
would have the power to indemnify such person against such expense or liability.
In considering the cost and availability of such insurance, the Corporation
(through the exercise of the business judgment of its directors and officers),
from time to time, may purchase insurance which provides for any and all of (i)
deductibles, (ii) limits on payments required to be made by the insurer or (iii)
coverage which may not be as comprehensive as that previously included in such
insurance purchased by the Corporation, if any. The purchase of insurance with
deductibles, limits on payments and coverage exclusions will be deemed to be in
the best interest of the Corporation but may not be in the best interest of
certain of the persons covered thereby. This Section 6 is authorized by Section
2.02-1(R) of the TBCA as in effect on the date hereof, and further is intended
to establish an arrangement of self-insurance pursuant to that section.
SECTION 7. SEVERABILITY. If any provision or provisions of this Article IV
shall be held to be invalid, illegal or unenforceable for any reason whatsoever,
the validity, legality and enforceability of the remaining provisions shall not
in any way be affected or impaired thereby; and, to the fullest extent possible,
the provisions of this Article IV shall be construed so as to give effect to the
intent manifested by the provision held invalid, illegal or unenforceable.
SECTION 8. DEFINITIONS. The following terms are used herein as follows:
"Change in Control" means a change in control of the Corporation occurring
after the date of adoption of these By-Laws of a nature that would be required
to be reported in response to Item 6(e) of Schedule 14A of Regulation 14A (or in
response to any similar item on any similar schedule or form) promulgated under
the Securities Exchange Act of 1934, as amended (the "Exchange Act"), whether or
not the Corporation is then subject to such reporting requirement; provided,
however, that, without limitation, such a Change in Control shall be deemed to
have occurred if at any time after the date of adoption of these By-Laws (i) any
"person" (as such term is used in Sections 3(a)(9), 13(d) and 14(d) of the
Exchange Act), other than Joe R. Davis, is or becomes the "beneficial owner" (as
defined in Rule 13d-3 under the Exchange Act), of securities of the Corporation
representing 30% or more of the combined voting power of the Corporation's then
outstanding securities without the prior
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<PAGE>
approval of at least two-thirds of the members of the Board of Directors in
office immediately prior to such person attaining such percentage interest; (ii)
the Corporation is a party to a merger, consolidation, share exchange, sale of
assets or other reorganization, or a proxy contest, as a consequence of which
members of the Board of Directors in office immediately prior to such
transaction or event constitute less than a majority of the Board of Directors
thereafter or (iii) during any 15-month period, individuals who at the beginning
of such period constituted the Board of Directors (including for this purpose
any new director whose election or nomination for election by the Corporation's
shareholders was approved by a vote of at least two-thirds of the directors then
still in office who were directors at the beginning of such period) cease for
any reason to constitute at least a majority of the Board of Directors;
notwithstanding the foregoing, no Change in Control shall be deemed to have
occurred as a result of the initial public offering of the Corporation's Common
Stock.
"Corporate Status" means the status of a person who is or was a director,
officer, partner, employee, agent or fiduciary of the Corporation or of any
other corporation, partnership, joint venture, trust, employee benefit plan or
other enterprise which such person is or was serving at the request of the
Corporation.
"Disinterested Director" means a director of the Corporation who is not a
named defendant or respondent to the proceeding or subject to a claim in respect
of which indemnification is sought by Indemnitee.
"Independent Counsel" means a law firm, or a member of a law firm, that is
experienced in matters of corporation law and neither contemporaneously is, nor
in the five years theretofore has been, retained to represent: (a) the
Corporation or Indemnitee in any matter material to either such party, (b) any
other party to the proceeding giving rise to a claim for indemnification
hereunder or (c) the beneficial owner, directly or indirectly, of securities of
the Corporation representing 30% or more of the combined voting power of the
Corporation's then outstanding voting securities. Notwithstanding the foregoing,
the term "Independent Counsel" shall not include any person who, under the
applicable standards of professional conduct then prevailing, would have a
conflict of interest in representing either the Corporation or Indemnitee in an
action to determine Indemnitee's rights to indemnification under these By-Laws.
ARTICLE V
CERTIFICATES AND SHAREHOLDERS
SECTION 1. CERTIFICATES. Certificates in the form determined by the Board
of Directors shall be delivered representing all shares to which shareholders
are entitled. Certificates shall be consecutively numbered and shall be entered
in the books of the Corporation as they are issued. Each certificate shall state
on its face the holder's name, the number and class of shares, the par value of
shares or a statement that such shares are without par value, and such other
matters as may be required by law. It shall be signed by the Chief Executive
Officer and Secretary and such other officer or officers as the Board of
Directors shall designate, and may be sealed with the seal of the Corporation or
a facsimile thereof. If a certificate is countersigned by a transfer agent or an
assistant
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<PAGE>
transfer agent or registered by a registrar (either of which is other than the
Corporation or an employee of the Corporation), the signature of any officer may
be facsimile.
SECTION 2. ISSUANCE. Shares (both treasury and authorized but unissued)
may be issued for such consideration (not less than par value) and to such
persons as the Board of Directors may determine from time to time. Shares may
not be issued until the full amount of the consideration, fixed as provided by
law, has been paid.
SECTION 3. PAYMENT FOR SHARES.
(a) The consideration for the issuance of shares shall consist of
any tangible or intangible benefit to the Corporation, including cash,
promissory notes, services performed, contracts for services to be
performed, or other securities of the Corporation.
(b) In the absence of fraud in the transaction, the judgment of the
Board of Directors as to the value of consideration received shall be
conclusive.
(c) When consideration, fixed as provided by law, has been paid, the
shares shall be deemed to have been issued and shall be considered fully
paid and nonassessable.
(d) The consideration received for shares shall be allocated by the
Board of Directors, in accordance with law, between stated capital and
capital surplus accounts.
SECTION 4. SUBSCRIPTIONS. Unless otherwise provided in the subscription
agreement, subscriptions for shares, whether made before or after organization
of the Corporation, shall be paid in full at such time or in such installments
and at such times as shall be determined by the Board of Directors. Any call
made by the Board of Directors for payment on subscriptions shall be uniform as
to all shares of the same series. In case of default in the payment on any
installment or call when payment is due, the Corporation may proceed to collect
the amount due in the same manner as any debt due the Corporation.
SECTION 5. LOST, STOLEN OR DESTROYED CERTIFICATES. The Corporation shall
issue a new certificate in place of any certificate for shares previously issued
if the registered owner of the certificate:
(a) Makes proof in affidavit form that it has been lost, destroyed,
or wrongfully taken; and
(b) Requests the issuance of a new certificate before the
Corporation has notice that the certificate has been acquired by a
purchaser for value in good faith and without notice of an adverse claim;
and
(c) Gives a bond in such form, and with such surety or sureties,
with fixed or open penalty, as the Corporation may direct, to indemnify
the Corporation (and its transfer agent and registrar, if any) against any
claim that may be made on account of the alleged loss, destruction or
theft of the certificate; and
(d) Satisfies any other reasonable requirements imposed by the
Corporation.
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<PAGE>
When a certificate has been lost, apparently destroyed or wrongfully taken, and
the holder of record fails to notify the Corporation within a reasonable time
after he has notice of it, and the Corporation registers a transfer of the
shares represented by the certificate before receiving such notification, the
holder of record is precluded from making any claim against the Corporation for
the transfer or for a new certificate.
SECTION 6. REGISTRATION OF TRANSFER. The Corporation shall register the
transfer of a new certificate for shares presented to it for transfer if:
(a) The certificate is properly endorsed by the registered owner or
by his duly authorized attorney; and
(b) The signature of such person has been guaranteed by a national
banking association or member of the New York Stock Exchange and
reasonable assurance is given that such endorsements are effective; and
(c) The Corporation has no notice of an adverse claim or has
discharged any duty to inquire into such a claim; and
(d) Any applicable law relating to the collection of taxes has been
complied with.
SECTION 7. REGISTERED OWNER. Prior to due presentment for registration of
transfer of a certificate for shares, the Corporation may treat the registered
owner as the person exclusively entitled to vote, to receive notices and
otherwise to exercise all the rights and powers of a shareholder.
SECTION 8. PRE-EMPTIVE RIGHTS. No shareholder or other person shall have
any pre-emptive right whatsoever.
ARTICLE VI
MISCELLANEOUS PROVISIONS
SECTION 1. OFFICES. Until the Board of Directors otherwise determines, the
registered office of the Corporation required by the TBCA to be maintained in
the State of Texas, shall be the principal place of business of the Corporation,
but such registered office may be changed from time to time by the Board of
Directors in the manner provided by law and need not be identical to the
principal business of the Corporation.
SECTION 2. NOTICE AND WAIVER OF NOTICE. Whenever any notice whatever is
required to be given under the provisions of these By-Laws, said notice shall be
deemed to be sufficient if given by depositing the same in a post office box in
a sealed postpaid wrapper addressed to the person entitled thereto at his post
office address, as it appears on the books of the Corporation, and such notice
shall be deemed to have been given on the day of such mailing. A waiver of
notice, signed by the person or persons entitled to said notice, whether before
or after the time stated therein, shall be deemed equivalent thereto.
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<PAGE>
SECTION 3. SECURITIES OF OTHER CORPORATIONS. The Chief Executive Officer
of the Corporation shall have power and authority to transfer, endorse for
transfer, vote, consent or take any other action with respect to any securities
of another issuer which may be held or owned by the Corporation and to make,
execute and deliver any waiver, proxy or consent with respect to any such
securities.
SECTION 4. PROCEDURE. Meetings of shareholders and of the Board of
Directors shall be conducted in an orderly procedure as shall be determined by
the presiding officer at such meetings. The presiding officer shall make all
rulings and decisions on any motion or question to come before such meetings and
his ruling shall be final and decisive.
SECTION 5. FISCAL YEAR. The fiscal year of the Corporation shall be fixed
by resolution of the Board of Directors.
SECTION 6. RELATION TO ARTICLES OF INCORPORATION. These By-Laws are
subject to, and governed by, the Articles of Incorporation.
ARTICLE VII
AMENDMENTS
These By-Laws may be altered, amended or repealed, and new By-Laws may be
adopted, by the Directors, subject to repeal or change by action of the
shareholders.
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<PAGE>
AMENDMENT TO THE BY-LAWS OF
CONSOLIDATED GRAPHICS, INC.
AS OF JULY 3, 1996
Pursuant to a special meeting of the Board of Directors of Consolidated
Graphics, Inc. held on July 3, 1996, it was RESOLVED that subsections (c) (10) -
(c) (12) of Section 16 of Article II of the By-Laws of Consolidated Graphics,
Inc. be amended to delete subsection (12) and otherwise to read as follows:
(10) Altering or repealing any resolution of the Board of Directors which
by its terms provides that it shall not be so amendable or repealable; or
(11) Declaring a dividend.
It was RESOLVED FURTHER, that Section 16 of Article II of the By-Laws of
Consolidated Graphics, Inc be further amended to add the following subsection
(m):
(m) ISSUANCE OF STOCK. The executive committee shall have and may exercise
the authority of the Board of Directors with respect to the issuance of
shares of the Company, provided, however, that the executive committee
shall have such authority only with respect to authorized shares of the
common stock of the Company and provided further that the executive
committee may only issue or cause to be issued such shares as
consideration for the acquisition of printing companies that have been
approved pursuant to authority delegated to the executive committee by the
Board of Directors and provided further that the executive committee may
in no circumstances issue or cause to be issued any such shares in any
individual acquisition in which the aggregate consideration, whether
consisting of debt assumption, the payment of cash, the issuance of notes
or equity securities or any combination of the foregoing, exceeds
$10,000,000.
-17-
<TABLE> <S> <C>
<ARTICLE> 5
<LEGEND>
THE FINANCIAL DATA SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED
FROM CONSOLIDATED FINANCIAL STATEMENTS FOR THE QUARTERLY PERIOD ENDED JUNE 30,
1997.
</LEGEND>
<MULTIPLIER> 1,000
<S> <C>
<PERIOD-TYPE> 3-MOS
<FISCAL-YEAR-END> MAR-31-1998
<PERIOD-END> JUN-30-1997
<CASH> 3,516
<SECURITIES> 0
<RECEIVABLES> 35,084
<ALLOWANCES> (1,053)
<INVENTORY> 7,576
<CURRENT-ASSETS> 46,362
<PP&E> 93,619
<DEPRECIATION> (17,476)
<TOTAL-ASSETS> 147,482
<CURRENT-LIABILITIES> 26,141
<BONDS> 0
0
0
<COMMON> 125
<OTHER-SE> 70,362
<TOTAL-LIABILITY-AND-EQUITY> 147,482
<SALES> 50,675
<TOTAL-REVENUES> 50,675
<CGS> 34,745
<TOTAL-COSTS> 34,745
<OTHER-EXPENSES> 8,811
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 894
<INCOME-PRETAX> 6,225
<INCOME-TAX> 2,365
<INCOME-CONTINUING> 3,860
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 3,860
<EPS-PRIMARY> .30
<EPS-DILUTED> .30
</TABLE>
