AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON OCTOBER 22, 1998
Registration No. 333-......
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
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CONSOLIDATED GRAPHICS, INC.
(Exact name of registrant as specified in its charter)
TEXAS 5858 WESTHEIMER, SUITE 200 76-0190827
(State or other jurisdiction of HOUSTON, TEXAS 77057 (I.R.S. Employer
incorporation or organization) (713) 787-0977 Identification Number)
(Address, including zip code, and telephone number,
including area code, of registrant's principal executive offices)
CONSOLIDATED GRAPHICS, INC.
LONG-TERM INCENTIVE PLAN
(Full title of the Plan)
JOE R. DAVIS
PRESIDENT AND CHIEF EXECUTIVE OFFICER
CONSOLIDATED GRAPHICS, INC.
5858 WESTHEIMER, SUITE 200
HOUSTON, TEXAS 77057
(713) 787-0977
(Name, address, including zip code, and telephone number,
including area code, of agent for service)
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COPY TO:
R. CLYDE PARKER, JR.
WINSTEAD SECHREST & MINICK P.C.
910 TRAVIS STREET, SUITE 2400
HOUSTON, TEXAS 77002
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CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
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PROPOSED MAXIMUM PROPOSED MAXIMUM
TITLE OF EACH CLASS OF AMOUNT TO OFFERING PRICE AGGREGATE AMOUNT OF
SECURITIES TO BE REGISTERED BE REGISTERED (1) PER SHARE (2) OFFERING PRICE(2) REGISTRATION FEE
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<S> <C> <C> <C> <C> <C>
Common Stock, par value
$0.01 per share........... 1,500,000 Shares(3) $40.125 $60,187,500 $17,755.31
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</TABLE>
(1) In the event of a stock dividend, stock split, or similar transaction
involving the Common Stock of the Company, in order to prevent dilution,
the number of shares of Common Stock registered hereby shall be
automatically increased to cover the additional shares of Common Stock in
accordance with Rule 416 of the Securities Act of 1933, as amended.
(2) Calculated solely for the purpose of calculating the registration fee
pursuant to Rule 457(c) and based upon the average of the high and low
sales prices of the Common Stock as reported by The New York Stock
Exchange on October 15, 1998.
(3) These shares represent the additional shares which were added to the Plan
pursuant to an amendment which was adopted by the Company's shareholders
on July 29, 1998.
<PAGE>
EXPLANATORY NOTE
This Registration Statement on Form S-8 is being filed for the purpose of
registering an additional 1,500,000 shares of common stock of Consolidated
Graphics, Inc. (the "Company"), par value $.01 per share (the "Common Stock"),
pursuant to an amendment to the Company's Long-Term Incentive Plan, as amended
(the "Plan"). The Company previously registered 1,935,000 shares (as a result of
a 2-1 stock split) of Common Stock for issuance pursuant to the Plan. The
contents of the Registration Statements on Form S-8 (No. 33-87192 and No.
333-13737) previously filed with the Securities and Exchange Commission
("Commission") on December 8, 1994 and October 8, 1996, respectively, relating
to the previous registration of shares are incorporated herein by reference.
PART I
INFORMATION REQUIRED IN THE SECTION 10(A) PROSPECTUS
ITEM 1. PLAN INFORMATION*
ITEM 2. REGISTRANT INFORMATION*
* Information required by Part I to be contained in the Section 10(a)
prospectus is omitted from this Registration Statement in accordance with the
Note to Part I of Form S-8.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE
The following documents filed by the Company with the Commission are
incorporated herein by reference and shall be deemed to be a part hereof:
1. Annual Report on Form 10-K for the fiscal year ended March 31, 1998;
2. Quarterly Report on Form 10-Q for the quarter ended June 30, 1998;
3. Description of the Capital Stock of the Company set forth in its Form 8-A
filed with the Commission on January 8, 1997; and
4. Current Reports on Forms 8-K filed July 2, July 9, July 21, July 29,
August 5, August 17, August 26, September 2, September 21, September 28,
October 8 and October 13, 1998.
All documents filed by the Company pursuant to Section 13(a), 13(c), 14 or
15(d) of the Securities Exchange Act of 1934, as amended ("Exchange Act"), prior
to the filing of a post-effective amendment which indicates that all securities
registered hereunder 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 the filing of
such documents. Any statement contained herein or in a document incorporated or
deemed to be incorporated by reference herein shall be deemed to be modified or
superseded for purposes of this Registration Statement to the extent that such
statement is modified or superseded by a subsequently filed document which also
is or is deemed to be incorporated herein. Any such statement so modified or
superseded shall not be deemed to constitute a part of this Registration
Statement except as so modified or superseded.
<PAGE>
ITEM 4. DESCRIPTION OF SECURITIES
Not Applicable.
ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL
Not Applicable.
ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS
Article 2.02-1 of the Texas Business Corporation Act provides that a
corporation may indemnify any director or officer who was, is or is threatened
to be made a named defendant or respondent in a proceeding because he is or was
a director or officer, provided that the director or officer (i) conducted
himself in good faith, (ii) reasonably believed (a) in the case of conduct in
his official capacity, 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 (iii) in the case of any criminal proceeding,
had no reasonable cause to believe his conduct was unlawful. Subject to certain
exceptions, a director or officer may not be indemnified if the person is found
liable to the corporation or if the person is found liable on the basis that he
improperly received a personal benefit. Under Texas law, reasonable expenses
incurred by a director or officer may be paid or reimbursed by the corporation
in advance of a final disposition of the proceeding after the corporation
receives a written affirmation by the director or officer of his good faith
belief that he has met the standard of conduct necessary for indemnification and
a written undertaking by or on behalf of the director or officer to repay to the
corporation such expenses if it is ultimately determined that the director or
officer is not entitled to indemnification by the corporation. Texas law
requires a corporation to indemnify an officer or director against reasonable
expenses incurred in connection with a proceeding in which he is named defendant
or respondent because he is or was a director or officer if he is wholly
successful in defense of the proceeding.
Texas law 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
Article 2.02-1.
The Company's Bylaws, as amended (the "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 Texas Business Corporation Act. 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 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 above discussion of Article 2.02-1 of the Texas Business Corporation Act
and of the Company's Bylaws is not intended to be exhaustive and is respectively
qualified in its entirety by such statute and the Bylaws.
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED
Not Applicable.
<PAGE>
ITEM 8. EXHIBITS
The following exhibits are filed herewith or incorporated herein by
reference:
EXHIBIT NO. DESCRIPTION OF EXHIBIT
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*4.1 - Consolidated Graphics, Inc. Long-Term Incentive Plan (Consolidated
Graphics, Inc. Registration Statement on Form S-8 (as filed with the
Commission on December 8, 1994) SEC. File No. 0-24068, Exhibit 4.3)
4.2 - First Amendment to Consolidated Graphics, Inc. Long-Term Incentive
Plan (reflecting an increase in the number of shares of Common Stock
authorized to be issued thereunder from 367,500 to 967,500)
4.3 - Second Amendment to Consolidated Graphics, Inc. Long-Term Incentive
Plan, as amended (reflecting an increase in the number of shares of
Common Stock authorized to be issued thereunder from 1,935,000 (as a
result of a 2-1 stock split) to 3,435,000)
5 - Opinion of Winstead Sechrest & Minick P.C. regarding the legality of
the securities being offered.
23.1 - Consent of Winstead Sechrest & Minick P.C. (set forth in Exhibit 5).
23.2 - Consent of Arthur Andersen LLP.
24 - Power of Attorney (set forth on signature page).
* Incorporated by reference
ITEM 9. UNDERTAKINGS
(a)The Company 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 this 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 this Registration
Statement;
(iii) To include any material information with respect to the plan
of distribution not previously disclosed in this Registration Statement or any
material change to such information in this Registration Statement;
PROVIDED, HOWEVER, that the undertakings set forth in paragraphs (i) and (ii)
above 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 Company pursuant to Section 13 or Section 15(d) of the Exchange Act
that are incorporated by reference in this Registration Statement.
(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 Company hereby undertakes that, for purposes of determining any
liability under the Securities Act, each filing of the Company'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 this
Registration Statement shall be deemed to be a new registration statement
relating
<PAGE>
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
Company pursuant to the provisions described under Item 6 above, or otherwise,
the Company has been advised that in the opinion of the Commission such
indemnification is against public policy as expressed in the Exchange Act and
is, therefore, unenforceable. In the event that a claim for indemnification
against such liabilities (other than the payment by the Company of expenses
incurred or paid by a director, officer, or controlling person of the Company 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 Company 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 Exchange Act and will be governed by the final
adjudication of such issue.
<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, the State of Texas, on October 22, 1998.
CONSOLIDATED GRAPHICS, INC.
By: /s/ JOE R. DAVIS
Joe R. Davis
President, Chief Executive Officer and
Chairman of the Board of Directors
<PAGE>
KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears
below constitutes and appoints Joe R. Davis and Randall D. Keys, and each one of
them, his true and lawful attorney-in-fact and agent, with full power of
substitution and resubstitution, for him and in his name, place and stead, in
any and all capacities, to sign any and all amendments (including post-effective
amendments) to this Registration Statement, and to file the same, with all
exhibits thereto and other documents in connection therewith, with the
Securities and Exchange Commission, granting unto said attorneys-in-fact and
agents, and each of them, full power and authority to do and perform each and
every act and thing requisite and necessary to be done in and about the
premises, as fully to all intents and purposes as he might or could do in
person, hereby ratifying and confirming all that said attorneys-in-fact and
agents or any of them, or their or his substitutes or substitute, may lawfully
do or cause to be done by virtue hereof.
PURSUANT TO THE REQUIREMENTS OF THE SECURITIES ACT OF 1933, THIS REPORT HAS
BEEN SIGNED BY THE FOLLOWING PERSONS ON BEHALF OF THE REGISTRANT AND IN THE
CAPACITIES AND ON THE DATES INDICATED.
SIGNATURE TITLE DATE
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/s/ JOE R. DAVIS President, Chief Executive October 22, 1998
(Joe R. Davis) Officer and Director
(Principal Executive Officer)
/s/ RANDALL D. KEYS Vice President - Finance and October 22, 1998
(Randall D. Keys) Chief Financial and Accounting
Officer
/s/ LARRY J. ALEXANDER Director October 22, 1998
(Larry J. Alexander)
/s/ BRADY F. CARRUTH Director October 22, 1998
(Brady F. Carruth)
/s/ CLARENCE C. COMER Director October 22, 1998
(Clarence C. Comer)
/s/ GARY L. FORBES Director October 22, 1998
(Gary L. Forbes)
/s/ W. D. HAWKINS Director October 22, 1998
(W. D. Hawkins)
/s/ JAMES H. LIMMER Director October 22, 1998
(James H. Limmer)
/s/ THOMAS E. SMITH Director October 22, 1998
(Thomas E. Smith)
/s/ HUGH N. WEST Director October 22, 1998
(Hugh N. West)
EXHIBIT 4.2
CONSOLIDATED GRAPHICS, INC.
LONG-TERM INCENTIVE PLAN
FIRST AMENDMENT
Consolidated Graphics, Inc., a Texas corporation (the "Corporation"),
having established the Consolidated Graphics, Inc. Long-Term Incentive Plan
as adopted by the Board of Directors of the Corporation effective March 26,
1994 (the "Plan"), and having reserved the right under Section 11 thereof to
amend the Plan, does hereby amend the first sentence of Section 4 of the
Plan, effective as of the date approved by the Board of Directors and the
holders of a majority of shares of Common Stock present, or represented, and
entitled to vote at a meeting of the Corporation's stockholders, as follows:
"There shall be available for Awards granted wholly or partly in Common Stock
(including rights or options which may be exercised for or settled in Common
Stock) during the term of this Plan an aggregate of 967,500 shares of Common
Stock, subject to adjustment as provided in Paragraph 14."
EXHIBIT 4.3
CONSOLIDATED GRAPHICS, INC.
LONG-TERM INCENTIVE PLAN
SECOND AMENDMENT
Consolidated Graphics, Inc., a Texas corporation (the "Corporation"),
having established the Consolidated Graphics, Inc. Long-Term Incentive Plan
as adopted by the Board of Directors of the Corporation effective March 26,
1994, as amended by that certain First Amendment (the "Plan"), and having
reserved the right under Section 11 thereof to amend the Plan, does hereby
amend the first sentence of Section 4 of the Plan, effective as of the date
approved by the Board of Directors and the holders of a majority of shares of
Common Stock present, or represented, and entitled to vote at a meeting of
the Corporation's stockholders, as follows:
"There shall be available for Awards granted wholly or partly in Common Stock
(including rights or options which may be exercised for or settled in Common
Stock) during the term of this Plan an aggregate of 3,435,000 shares of
Common Stock, subject to adjustment as provided in Paragraph 14."
October 22, 1998
Consolidated Graphics, Inc.
5858 Westheimer, Suite 200
Houston, Texas 77057
Ladies and Gentlemen:
As set forth in the Registration Statement on Form S-8 (the "Registration
Statement") to be filed by Consolidated Graphics, Inc., a Texas corporation (the
"Company"), with the Securities and Exchange Commission under the Securities Act
of 1933, as amended, relating to 1,500,000 additional shares (the "Shares") of
common stock, par value $.01 per share, of the Company (the "Common Stock") to
be issued from time to time pursuant to the Consolidated Graphics, Inc.
Long-Term Incentive Plan, as amended (the "Plan"), certain legal matters in
connection with the Common Stock are being passed upon for you by us.
In our capacity as your counsel in the connection referred to above, we
have examined the Plan, the Company's Restated Articles of Incorporation and its
Bylaws, each as amended to date, and have examined the originals, or copies
certified or otherwise identified, of resolutions adopted by the Board of
Directors and Shareholders of the Company in connection with the issuance of the
Shares under the Plan, and of other corporate records and documents,
certificates of public officials and of representatives of the Company, statutes
and other instruments or documents, as a basis for the opinions hereinafter
expressed.
We have assumed that all signatures on all documents examined by us are
genuine, that all documents submitted to us as originals are accurate and
complete, that all documents submitted to us as copies are true and correct
copies of the originals thereof and that all information submitted to us was
accurate and complete. We have also assumed full compliance with the terms of
the Plan by the Company and its employees, officers, and Board of Directors, and
that all statements and all certificates of representatives of the Company are
true and correct.
Based upon the foregoing and in reliance thereon and subject to the
qualifications set forth herein, we are of the opinion that the Shares when
issued and paid for pursuant to and in accordance with the terms of the Plan
will be validly issued, fully paid and nonassessable shares of Common Stock.
<PAGE>
Consolidated Graphics, Inc.
October 22, 1998
Page 2
We know that we are named in the Registration Statement, and we hereby
consent to the use of our name in the Registration Statement and to the filing
of this opinion as Exhibit 5 to the Registration Statement.
The opinions set forth above are limited in all respects to matters of
Texas law as in effect on the date hereof.
Very truly yours,
WINSTEAD SECHREST & MINICK P.C.
EXHIBIT 23.2
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, of our report dated May
8, 1998, included in the Consolidated Graphics, Inc. Annual Report on Form 10-K
for the year ended March 31, 1998, and to all references to our Firm included in
this Registration Statement.
/s/ ARTHUR ANDERSEN LLP
ARTHUR ANDERSEN LLP
Houston, Texas
October 22, 1998
