AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON JULY 1, 1998
Registration No. 333-57927
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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AMENDMENT NO. 1 TO
FORM S-3
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
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CONSOLIDATED GRAPHICS, INC.
(Exact name of registrant as specified in its charter)
<TABLE>
<CAPTION>
<S> <C> <C>
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)
</TABLE>
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)
-------------------
COPY TO:
R. CLYDE PARKER, JR.
WINSTEAD SECHREST & MINICK P.C.
910 TRAVIS STREET, SUITE 2400
HOUSTON, TEXAS 77002
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APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO THE PUBLIC: From
time to time after this Registration Statement becomes effective.
If the only securities being registered on this Form are to be offered
pursuant to dividend or interest reinvestment plans, please check the following
box. |_|
If any of the securities being registered on this Form are to be offered
on a delayed or continuous basis pursuant to Rule 415 under the Securities Act
of 1933 (the "Securities Act"), other than securities offered only in connection
with dividend or interest reinvestment plans, check the following box. |X|
If this Form is filed to register additional securities for an offering
pursuant to Rule 462(b) under the Securities Act, please check the following box
and list the Securities Act registration statement number of the earlier
effective registration statement for the same offering. |_|
_________________________
If this Form is a post-effective amendment filed pursuant to Rule 462(c)
under the Securities Act, check the following box and list the Securities Act
registration statement number of the earlier effective registration statement
for the same offering. |_| _________________________
If delivery of the prospectus is expected to be made pursuant to Rule
434, please check the following box. |_|
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THE REGISTRANT HEREBY AMENDS THIS REGISTRATION STATEMENT ON SUCH DATE OR
DATES AS MAY BE NECESSARY TO DELAY ITS EFFECTIVE DATE UNTIL THE REGISTRANT SHALL
FILE A FURTHER AMENDMENT WHICH SPECIFICALLY STATES THAT THIS REGISTRATION
STATEMENT SHALL THEREAFTER BECOME EFFECTIVE IN ACCORDANCE WITH SECTION 8(A) OF
THE SECURITIES ACT OF 1933, OR UNTIL THE REGISTRATION STATEMENT SHALL BECOME
EFFECTIVE ON SUCH DATE AS THE COMMISSION, ACTING PURSUANT TO SAID SECTION 8(A),
MAY DETERMINE.
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<PAGE>
PROSPECTUS
442,806 SHARES
CONSOLIDATED GRAPHICS, INC.
COMMON STOCK
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This Prospectus has been prepared for use in connection with the sale by
the holders thereof (the "Selling Shareholders") of an aggregate of 442,806
shares (the "Shares") of common stock, par value of $.01 per share (the "Common
Stock"), of Consolidated Graphics, Inc., a Texas corporation (the "Company").
The Shares may be sold from time to time by or for the account of the Selling
Shareholders or by pledgees, donees, transferees or other successors in
interest, including without limitation Bear, Stearns International Limited, on
one or more exchanges or in the over-the-counter market or otherwise at prices
and at terms then prevailing or at prices related to the then current market
price, at negotiated prices or at fixed prices, directly or through agents
designated from time to time, or through dealers or underwriters to be
designated or in negotiated transactions. The Shares may be sold by any one or
more of the following methods: (a) a block trade (which may involve crosses) in
which the broker or dealer so engaged will attempt to sell the securities as
agent but may position and resell a portion of the block as principal to
facilitate the transaction; (b) purchases by a broker or dealer as principal and
resale by such broker or dealer for its account pursuant to this Prospectus; (c)
exchange distributions and/or secondary distributions in accordance with the
rules of such exchange; (d) ordinary brokerage transactions and transactions in
which the broker solicits purchasers; (e) through the writing of options on
Shares (whether such options are listed on an options exchange or otherwise); or
(f) privately negotiated transactions. In addition, any securities covered by
this Prospectus which qualify for sale pursuant to Rule 144 may be sold
thereunder rather than pursuant to this Prospectus. From time to time the
Selling Stockholders may engage in short sales, short sales versus the box, puts
and calls and other transactions in securities of the Company or derivatives
thereof, and may sell and deliver shares in connection therewith. To the extent
required by applicable law, the specific Shares to be sold and the names of the
Selling Shareholders will be set forth in an accompanying Prospectus Supplement.
See "Plan of Distribution."
The Common Stock is traded on the New York Stock Exchange under the
symbol "CGX". On June 25, 1998, the last reported sale price for the Common
Stock on the New York Stock Exchange was $58.00 per share.
The Company will receive no portion of the proceeds of the sale of the
Shares offered hereby and will bear certain of the expenses incident to their
registration. See "Plan of Distribution" and "Selling Shareholders."
-------------------
PROSPECTIVE INVESTORS SHOULD CAREFULLY CONSIDER THE MATTERS SET FORTH
UNDER THE CAPTION "RISK FACTORS," BEGINNING ON PAGE 3.
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES AND
EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION NOR HAS THE
SECURITIES AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION PASSED
UPON THE ACCURACY OR ADEQUACY OF THIS PROSPECTUS. ANY REPRESENTATION TO THE
CONTRARY IS A CRIMINAL OFFENSE.
-------------------
THE DATE OF THIS PROSPECTUS IS JULY 1, 1998.
<PAGE>
AVAILABLE INFORMATION
The Company is subject to the informational requirements of the
Securities Exchange Act of 1934, as amended (the "Exchange Act"), and in
accordance therewith files reports, proxy statements and other information with
the Securities and Exchange Commission (the "Commission"), which can be
inspected and copied at the public reference facilities maintained by the
Commission at 450 Fifth Street, N.W., Judiciary Plaza, Room 1024, Washington,
D.C. 20549 and at the regional offices of the Commission at Citicorp Center,
13th Floor, 500 West Madison Street, Suite 1400, Chicago, Illinois 60661 and at
Seven World Trade Center, Suite 1300, New York, New York 10048. Copies of such
material can be obtained from the Public Reference Section of the Commission at
450 Fifth Street, N.W., Judiciary Plaza, Washington, D.C. 20549 at prescribed
rates. The Company's Common Stock is listed on the New York Stock Exchange under
the symbol "CGX" and the periodic reports, proxy statements and other
information filed by the Company with the Commission may also be inspected at
the offices of the New York Stock Exchange, 20 Broad Street, New York, New York
10005.
The Company has filed with the Commission a registration statement (the
"Registration Statement") on Form S-3 under the Securities Act with respect to
the shares of Common Stock offered hereby. This Prospectus does not contain all
of the information set forth in the Registration Statement and the exhibits and
schedules thereto, certain parts of which are omitted in accordance with the
rules and regulations of the Commission. For further information with respect to
the Company and such Common Stock, reference is made to such Registration
Statement and to the exhibits and schedules thereto. Statements contained in
this Prospectus as to the contents of any contract or any other document
referred to are not necessarily complete, and in each instance reference is made
to the copy of such contract or other document filed as an exhibit to the
Registration Statement, each such statement being qualified in all respects by
such reference. A copy of the Registration Statement may be obtained at the
public reference facilities maintained by the Commission as provided in the
preceding paragraph.
INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
The Company's Annual Report on Form 10-K for the fiscal year ended March
31, 1998, which has been filed by the Company with the Commission pursuant to
the Exchange Act (File No. 0-24068), the Company's Form 8-A for Registration of
its Common Stock, which has been filed by the Company with the Commission
pursuant to the Exchange Act (File No. 001-12631) and the Company's Current
Report on Form 8-K, filed June 24, 1998 in connection with the press release
regarding the completion of the acquistion of Graphic Communications, Inc. of
San Diego, California are incorporated in this Prospectus by reference and shall
be deemed to be a part hereof.
All documents filed by the Company pursuant to Section 13(a), 13(c), 14
or 15(d) of the Exchange Act subsequent to the date of this Prospectus and prior
to the termination of the offering made hereby shall be deemed to be
incorporated by reference in this Prospectus and to be a part hereof from the
date of the filing of such documents. Any statement contained in this
Prospectus, in a supplement to this Prospectus 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 Prospectus to the extent that a statement
contained herein or in any subsequently filed supplement to this Prospectus or
in any document that also is or is deemed to be incorporated by reference herein
modifies or supersedes such statement. Any statement so modified or superseded
shall not be deemed, except as so modified or superseded, to constitute a part
of this Prospectus.
The Company hereby undertakes to provide without charge to each person,
including any beneficial owner, to whom a copy of this Prospectus has been
delivered, on the written or oral request of any such person, a copy of any or
all of the documents referred to above which have been or may be incorporated in
this Prospectus by reference, other than exhibits to such documents (unless such
exhibits are specifically incorporated by reference in such documents). Written
or telephone requests for such copies should be directed to the Company at its
principal executive offices located at 5858 Westheimer, Suite 200, Houston,
Texas 77057, Attention: Secretary (telephone number: (713) 787-0977).
---------------------
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<PAGE>
RISK FACTORS
In addition to other information in this Prospectus, prospective
investors should consider carefully the following information before investing
in the Common Stock offered hereby.
NATURE OF PRINTING BUSINESS
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 the customers' 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 printing jobs in a
given period. Consequently, the timing of projects in any quarter could have a
significant impact on financial results in that quarter. Quarterly operating
results may also fluctuate as a result of overall trends in the economy,
acquisitions of new businesses and customer buying patterns and, accordingly,
the Company's quarterly operating results may vary significantly from quarter to
quarter.
IMPLEMENTATION OF ACQUISITION STRATEGY
A significant element of the Company's growth strategy is to expand by
acquiring printing companies located throughout the United States. While there
are numerous such companies, there can be no assurance that the Company will be
able to identify and acquire suitable companies on terms acceptable to the
Company, nor that it will be able to finance significant acquisitions in the
future. Further, any acquisition may initially have an adverse effect upon the
Company's operating results while the acquired businesses are adopting the
Company's management practices. In addition, there can be no assurance that the
Company will be able to establish, maintain or increase profitability of an
entity once it has been acquired.
COMPETITION
The printing industry is extremely competitive and fragmented. The
Company competes with numerous large and small printing companies, some of which
have greater financial resources than the Company. The Company competes on the
basis of ongoing customer service, quality of finished products and price.
DEPENDENCE UPON KEY PERSONNEL
The Company believes that its continued success will depend to a
significant extent upon its senior management, particularly Joe R. Davis, the
Company's founder, President and Chief Executive Officer. The loss of the
services of Mr. Davis or other key personnel could have a material adverse
effect on the Company's business and prospects. The Company's continued success
also depends upon its ability to attract and retain qualified employees.
The Company maintains insurance policies of $8.0 million on Mr. Davis.
CONTROL
Based upon the latest information available to the Company, Joe R.
Davis, the Vinik Group ("Vinik") and Pilgrim Baxter & Associates ("Pilgrim")
beneficially own approximately 11.0%, 9.5% and 9.1%, respectively, of the
outstanding Common Stock. As a result, although Mr. Davis, Pilgrim and Vinik
have not acted in concert in the past, they could, if they acted in concert,
have the ability to substantially influence the election of the Company's Board
of Directors and other matters requiring shareholder approval.
GOVERNMENT REGULATION AND ENVIRONMENTAL MATTERS
The Company is subject to the environmental laws and regulations of the
United States and the states in which its subsidiaries have operations
concerning emissions into the air, discharges into waterways and the generation,
handling and disposal of waste materials. While the Company believes it is
currently in substantial compliance with
3
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these laws and regulations, there can be no assurance that future changes in
such laws and regulations will not have a material effect on the Company's
operations.
DIVIDEND POLICY
The Company currently intends to retain all future earnings to finance
the continuing development of its business and does not anticipate paying cash
dividends on the Common Stock in the foreseeable future.
SHARES ELIGIBLE FOR FUTURE SALE
The Company has from time to time issued and may in the future issue a
significant number of shares of Common Stock without registration in acquisition
transactions or otherwise. Such shares, upon issuance, will be "restricted
securities" as such term is defined in Rule 144 promulgated under the Securities
Act or will be held by "affiliates" of the Company and consequently are subject
to the resale limitations of Rule 144.
Pursuant hereto or to the Company's registration statements filed with
the Commission on Form S-3 on June 17, 1996, December 24, 1996 and December 23,
1997 approximately 1,800,000 shares have been registered for sale. In addition,
a significant number of shares of Common Stock are issuable upon exercise of
certain stock purchase options that have been or may be granted under the
Company's existing incentive stock plan.
The Board of Directors, without further action by the shareholders, is
authorized to issue up to five million shares of the Company's Preferred Stock,
par value $1.00 per share (the "Preferred Stock"), in one or more series and to
fix and determine as to any series all the relative rights and preferences of
shares in such series, including, without limitation, preferences, limitations
or relative rights with respect to redemption rights, conversion rights, if any,
voting rights, if any, dividend rights and preferences on liquidation. The
dividend, liquidation and voting rights of any such Preferred Stock issued could
be superior to the rights of the holders of Common Stock.
The issuance of shares of Preferred Stock, or the issuance of rights to
purchase such shares, could be used to discourage an unsolicited acquisition
proposal that some, or a majority, of the shareholders might believe to be in
the best interests of the Company or in which shareholders might receive a
premium for their stock over the then market price of such stock. In addition,
under certain circumstances, the issuance of Preferred Stock could adversely
affect the voting power of the holders of the Common Stock.
Future sales of significant numbers of shares of Common Stock in the
public market could adversely affect the prevailing market price of the Common
Stock and also could impair the Company's ability to raise capital through
subsequent offerings of securities.
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4
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THE COMPANY
The Company's principal executive offices are located at 5858
Westheimer, Suite 200, Houston, Texas 77057, and its telephone number is (713)
787-0977.
USE OF PROCEEDS
The Company will not receive any of the proceeds from the sale of the
Common Stock offered by the Selling Shareholders.
SELLING SHAREHOLDERS
This Prospectus covers offers and sales from time to time by the Selling
Shareholders of the Shares owned by the Selling Shareholders. Set forth below
are (i) the names of the Selling Shareholders and (ii) the number of shares of
Common Stock held as of the date of this Prospectus by the Selling Shareholders,
which number is also the number of Shares which may be offered by each Selling
Shareholder pursuant to this Prospectus. Each person named below has sole voting
and investment power with respect to the Shares indicated. Any or all of the
Shares listed below may be offered for sale by the Selling Shareholders from
time to time.
NUMBER OF SHARES OF
COMMON STOCK HELD
AND OFFERED PURSUANT
TO THIS PROSPECTUS
--------------------
John T. Bragg. Jr. 61,040
Ronald Robertson 32,370
Robin Robertson 32,370
Ralph Williams 27,122
Ken Fitzwater 12,895
National HealthCare Corp. 12,895
William B. Keathley 2,570
John Rush 1,633
Mark Cunningham 189
Berneice Benjamin 65
Mark Woodman 80,942
Bear, Stearns International Limited 113,000
Dennis Rampe 13,334
Arthur Wetzel 52,381
Because the Company does not know how many Shares may be sold by the
Selling Shareholders pursuant to this Prospectus, no estimate can be given as to
the number of the Shares that will be held by the Selling Shareholders upon
termination of this offering.
The Shares issued to John T. Bragg, Jr., Ronald Robertson, Robin
Robertson, Ralph Williams, Ken Fitzwater, National HealthCare Corp., and William
B. Keathley were issued in connection with the acquisition by the Company of
Courier Printing Company ("CPC"). Pursuant to the acquisition, CPC became a
wholly owned subsidiary of the Company. John Rush, Mark Cunningham and Berneice
Benjamin acquired their Shares in the merger of Graphic
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Communications, Inc. and a subsidiary of the Company. Mark Woodman received the
Shares offered by him pursuant to mergers of Printing, Inc., Web Graphics, Inc.
and Mercury Web Printing, Inc. and subsidiaries of the Company and the Company's
indirect acquisition of Gilprin, LLC and Serco Forms, LLC. Following the
transactions between the Company and Mr. Woodman, Mr. Woodman transferred
certain shares to Bear, Stearns & Co., Inc., who subsequently transferred such
shares to Bear, Stearns International Limited. Dennis Rampe acquired his shares
pursuant to an earn-out arrangement with a subsidiary of the Company. Arthur
Wetzel received the Shares to be offered hereunder by him in the merger of
Wetzel Bros., Inc. with a subsidiary of the Company.
PLAN OF DISTRIBUTION
The Shares may be sold from time to time by or for the account of the
Selling Shareholders, or by pledgees, donees, transferees or other successors in
interest, including without limitation Bear, Stearns International Limited. Such
sales may be made on one or more exchanges or in the over-the-counter market or
otherwise at prices and at terms then prevailing or at prices related to the
then current market price, at negotiated prices or at fixed prices, directly or
through agents designated from time to time or through dealers or underwriters
to be designated or in negotiated transactions. The shares may be sold by one or
more of the following: (a) a block trade (which may involve crosses) in which
the broker or dealer so engaged will attempt to sell the shares as agent but may
position and resell a portion of the block as principal to facilitate the
transaction; (b) purchases by a broker or dealer as principal and resale by such
broker or dealer for its account pursuant to this Prospectus; (c) an exchange
distribution in accordance with the rules of such exchange; (d) ordinary
brokerage transactions and transactions in which the broker solicits purchasers;
(e) through the writing of options on Shares (whether such options are listed on
an options exchange or otherwise); or (f) privately negotiated transactions. To
the extent required by applicable law, the specific Shares to be sold and the
names of the Selling Shareholders will be set forth in an accompanying
Prospectus Supplement. Each Selling Shareholder may effect such transactions by
selling Shares directly to other purchasers, through agents or through
broker-dealers. In addition, any securities covered by this Prospectus which
qualify for sale pursuant to Rule 144 may be sold under Rule 144 rather than
pursuant to this Prospectus. From time to time the Selling Shareholders may
engage in short sales, short sales versus the box, puts and calls and other
transactions in securities of the issuer or derivatives thereof, and may sell
and deliver the shares in connection therewith.
In effecting sales, brokers or dealer engaged by the Selling
Shareholders may arrange for other brokers or dealers to participate. Brokers or
dealers will receive commissions or discounts from Selling Shareholders in
amounts to be negotiated immediately prior to the sale. The Selling Shareholders
and agents who execute orders on their behalf may be deemed to be underwriters
as that term is defined in Section 2(11) of the Act and a portion of any
proceeds of sales and discounts, commissions or other compensation may be deemed
to be underwriting compensation for purposes of the Act.
The Company will bear all costs and expenses incurred by it in
connection with the offering and sale of Shares pursuant to this Prospectus, but
will not be responsible for any commissions, underwriting discounts or similar
amounts payable in respect of any such sale. Notwithstanding the foregoing, the
Company, on the one hand, has agreed to indemnify certain Selling Shareholders
and certain Selling Shareholders, on the other hand, have agreed to indemnify
the Company from certain liabilities relating to the offering made hereby,
including liabilities under the Securities Act.
DESCRIPTION OF CAPITAL STOCK
The Company's authorized capital stock consists of 20,000,000 shares of
Common Stock of which 12,982,882 shares were issued and outstanding as of May
31, 1998, and 5,000,000 shares of Preferred Stock, par value $1.00 per share,
issuable in series, no shares of which were issued and outstanding as of the
date of this Prospectus.
COMMON STOCK
Holders of Common Stock are entitled to one vote per share in the
election of directors and on all other matters on which shareholders are
entitled or permitted to vote. Such holders are not entitled to vote
cumulatively for the election of directors. Holders of Common Stock have no
redemption, conversion, preemptive or other subscription rights. In the event of
the liquidation, dissolution or winding up of the Company, holders of Common
Stock are entitled to share ratably in all of the assets of the Company
remaining, if any, after satisfaction of the debts and liabilities of the
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Company and the preferential rights of the holders of the Preferred Stock, if
any, then outstanding. The outstanding shares of Common Stock are validly
issued, fully paid and nonassessable.
Holders of Common Stock are entitled to receive dividends when and as
declared by the Board of Directors of the Company out of funds legally available
therefor only after payment of, or provision for, full dividends (on a
cumulative basis, if applicable) on all outstanding shares of any series of
Preferred Stock and after the Company has made provision for any sinking or
purchase funds for any series of Preferred Stock. The Company has not paid any
cash dividends on the Common Stock since its incorporation and does not
anticipate paying cash dividends in the foreseeable future.
PREFERRED STOCK
The Preferred Stock is issuable by the Board of Directors in one or more
series. The number of shares of each series and the rights, preferences and
limitations of each series may be determined by the Board of Directors,
including without limitation: the annual rate of dividends; the redemption
price, if any; the terms of a sinking or purchase fund, if any; the amount
payable in the event of any voluntary liquidation, dissolution or winding up of
the affairs of the Company; conversion rights, if any; and voting powers, if
any. All series of Preferred Stock rank equally and are identical in all
respects except as may otherwise be provided in the Statement or Statements of
Resolution establishing such series. The Board of Directors of the Company,
without obtaining stockholder approval, may issue shares of the Preferred Stock
with voting rights or conversion rights which could affect the voting power of
the holders of Common Stock. The issuance of any shares of Preferred Stock could
be utilized, under certain circumstances, in an attempt to prevent the
acquisition of the Company. There are no shares of Preferred Stock outstanding
as of the date of this Prospectus, and the Company has no present intention to
issue any shares of Preferred Stock.
CERTAIN ANTI-TAKEOVER PROVISIONS
Certain provisions of the Certificate of Incorporation and By-laws
summarized in the following paragraph may have the effect of discouraging,
delaying or preventing an acquisition proposal that a shareholder might consider
favorable, including a proposal that might result in the payment of a premium
over the market price for the shares held by shareholders.
The Company's authorized capital stock consists of 20,000,000 shares of
Common Stock and 5,000,000 shares of Preferred Stock, all of which shares of
Preferred Stock are undesignated as of the date of this Prospectus. The
authorized but unissued (and in the case of Preferred Stock, undesignated) stock
may be given voting rights and privileges and issued by the Board of Directors
in one or more transactions. Such rights and privileges, when exercised, may
make it more difficult for a shareholder or any group of shareholders to obtain
control of the Company.
LEGAL OPINION
The validity of the issuance of the shares of the Common Stock offered
hereby will be passed upon for the Company by Winstead Sechrest & Minick P.C.,
Houston, Texas.
EXPERTS
The financial statements incorporated by reference in this Prospectus to
the extent and for the periods indicated in their reports have been audited by
Arthur Andersen LLP, independent public accountants, and are incorporated herein
by reference in reliance upon the authority of said firm as experts in
accounting and auditing.
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================================================================================
NO DEALER, SALESMAN, OR OTHER PERSON HAS BEEN AUTHORIZED TO GIVE ANY
INFORMATION OR TO MAKE ANY REPRESENTATIONS NOT CONTAINED IN THIS PROSPECTUS,
AND, IF GIVEN OR MADE, SUCH INFORMATION OR REPRESENTATIONS MUST NOT BE RELIED
UPON AS HAVING BEEN AUTHORIZED BY THE COMPANY OR ANY SELLING SHAREHOLDER OR
UNDERWRITER. THIS PROSPECTUS DOES NOT CONSTITUTE AN OFFER TO SELL, OR A
SOLICITATION OF AN OFFER TO BUY, THE SECURITIES OFFERED HEREBY IN ANY
JURISDICTION WHERE, OR TO ANY PERSON TO WHOM, IT IS UNLAWFUL TO MAKE SUCH OFFER
OR SOLICITATION. THE DELIVERY OF THIS PROSPECTUS AT ANY TIME AND ANY SALE MADE
HEREUNDER DOES NOT IMPLY THAT THE INFORMATION CONTAINED OR INCORPORATED BY
REFERENCE HEREIN IS CORRECT AS OF ANY TIME SUBSEQUENT TO ITS DATE.
----------
TABLE OF CONTENTS
PAGE
Available Information...................................................2
Incorporation of Certain
Documents by Reference..................................................2
Risk Factors............................................................3
The Company.............................................................5
Use of Proceeds.........................................................5
Selling Shareholders....................................................5
Plan of Distribution....................................................6
Description of Capital Stock............................................6
Legal Opinion...........................................................7
Experts ................................................................7
================================================================================
442,806 SHARES
Consolidated
Graphics, Inc.
COMMON STOCK
----------
PROSPECTUS
----------
JUNE 26, 1998
================================================================================
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PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
ITEM 14. OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION.
The estimated expenses to be paid by the Company in connection with this
offering are as follows:
Securities and Exchange Commission
registration fee.......................................... $ 7,087.00
Printing and distribution expenses.......................... 3,000.00
Accounting fees and expenses................................ 2,000.00
Legal fees and expenses, including Blue Sky................. 15,000.00
Miscellaneous............................................... 913.00
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Total....................................................... $ 28,000.00
===========
ITEM 15. 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 2.01-1.
The Company's Second Amended and Restated By-Laws, as amended (the
"By-Laws"), 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 By-Laws.
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 By-Laws 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.
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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.
Reference is made to the form of the Registration Rights Agreements,
filed as Exhibits 10.1, 10.2, 10.3 and 10.4 hereto, which contain provisions
for indemnification of the Company, its directors officers, and any controlling
persons by the Selling Shareholders against certain liabilities for certain
information furnished by the Selling Shareholders.
ITEM 16. EXHIBITS
The following exhibits are filed herewith or incorporated herein by
reference:
EXHIBIT NO. DESCRIPTION OF EXHIBIT
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<S> <C>
*4 - Specimen Common Stock Certificate (Consolidated Graphics, Inc., Form 10K (March 31, 1998) SEC.
File No. 0-24068, Exhibit 4).
**5 - Opinion of Winstead Sechrest & Minick P.C. regarding the legality of the securities being offered.
**10.1 - Registration Rights Agreement dated as of February 23, 1996 by and between Consolidated Graphics,
Inc. and Dennis Rampe.
**10.2 - Registration Rights Agreement dated as of March 18, 1998 by and between Consolidated Graphics,
Inc. and John T. Bragg, Jr., Robin Robertson, Ronald Robertson, Ralph Williams, Ken Fitzwater,
William Keathley and National HealthCare Corporation.
**10.3 - Registration Rights Agreement dated as of June 9, 1998 by and between Consolidated Graphics, Inc.
and Mark Woodman.
**10.4 - Registration Rights Agreement dated as of June 17, 1998 by and between Consolidated Graphics, Inc.
and Arthur Wetzel.
**23.1 - Consent of Winstead Sechrest & Minick P.C. (set forth in Exhibit 5).
**23.2 - Consent of Arthur Andersen LLP.
**24 - Powers of Attorney (Set forth on signature page).
</TABLE>
*Incorporated by reference.
**Previously filed with this Registration Statement.
ITEM 17. UNDERTAKINGS
(a) The undersigned registrant hereby undertakes:
(1) To file, during any period in which offers or sales are being
made, a post-effective amendment to this registration statement: (i) to
include any prospectus required by Section 10(a)(3) of the Securities
Act; (ii) to reflect in the prospectus any facts or events arising after
the effective date of the registration statement (or the most recent
post-effective amendment thereof) which, individually or in the
aggregate, represent a fundamental change in the information set forth
in the registration statement; (iii) to include any material information
with respect to the plan of distribution not previously disclosed in the
registration statement or any material change to such information in the
registration statement; provided, however, that paragraph (a)(1)(i) and
(a)(1)(ii) do not apply if the information required to be included in a
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post-effective amendment by those paragraphs is contained in periodic
reports filed by the registrant pursuant to Section 13 or Section 15(d)
of the Exchange Act that are incorporated by reference in the
registration statement.
(2) That, for the purpose of determining any liability under the
Securities Act, each post-effective amendment shall be deemed to be a
new registration statement relating to the securities offered therein,
and the offering of such securities at that time shall be deemed to be
the initial bona fide offering thereof.
(3) To remove from registration by means of a post-effective
amendment any of the securities being registered which remain unsold at
the termination of the offering.
(b) The undersigned registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act, each filing of the
registrant's annual report pursuant to Section 13(a) or Section 15(d) of the
Exchange Act (and, where applicable, each filing of an employee benefit plan's
annual report pursuant to Section 15(d) of the Exchange Act) that is
incorporated by reference in the registration statement shall be deemed to be a
new registration statement relating to the securities offered therein, and the
offering of such securities at that time shall be deemed to be the initial bona
fide offering thereof.
(c) The undersigned registrant hereby undertakes to deliver or cause to
be delivered with the prospectus, to each person to whom the prospectus is sent
or given, the latest annual report to security holders that is incorporated by
reference in the prospectus and furnished pursuant to and meeting the
requirements of Rule 14a-3 or Rule 14ac-3 under the Securities Exchange Act of
1934; and, where interim financial information required to be presented by
Article 3 of Regulation S-X are not set forth in the prospectus, to deliver, or
cause to be delivered to each person to whom the prospectus is sent or given,
the latest quarterly report that is specifically incorporated by reference in
the prospectus to provide such interim financial information.
(d) Insofar as indemnification for liabilities arising under the
Securities Act may be permitted to directors, officers and controlling persons
of the registrant pursuant to the provisions described in Item 15 above, or
otherwise, the registrant has been advised that in the opinion of the Commission
such indemnification is against public policy as expressed in the Securities Act
and is, therefore, unenforceable. In the event that a claim for indemnification
against such liabilities (other than the payment by the registrant of expenses
incurred or paid by a director, officer or controlling person of the registrant
in the successful defense of any action, suit or proceeding) is asserted by such
director, officer or controlling person in connection with the securities being
registered, the registrant will, unless in the opinion of its counsel the matter
has been settled by controlling precedent, submit to a court of appropriate
jurisdiction the question whether such indemnification by it is against policy
as expressed in the Securities Act and will be governed by the final
adjudication of such issue.
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SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the
registrant certifies that it has reasonable grounds to believe that it meets all
of the requirements for filing on Form S-3 and has duly caused this Amendment
No. 1 to its Registration Statement to be signed on its behalf by the
undersigned, thereunto duly authorized, in the City of Houston, the State of
Texas, on July 1, 1998.
CONSOLIDATED GRAPHICS, INC.
By: /s/ JOE R. DAVIS
Joe R. Davis
President, Chief Executive Officer and
Chairman of the Board of Directors
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PURSUANT TO THE REQUIREMENTS OF THE SECURITIES ACT OF 1933, THIS
AMENDMENT NO. 1 TO THE COMPANY'S REGISTRATION STATEMENT HAS BEEN SIGNED BY THE
FOLLOWING PERSONS ON BEHALF OF THE REGISTRANT AND IN THE CAPACITIES AND ON THE
DATES INDICATED.
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<S> <C> <C>
SIGNATURE TITLE DATE
--------- ----- ----
/S/ JOE R. DAVIS President, Chief Executive Officer July 1, 1998
(Joe R. Davis) and Director (Principal Executive
Officer)
/S/ G. CHRISTOPHER COLVILLE Executive Vice President July 1, 1998
(G. Christopher Colville) Mergers and Acquisitions; Chief
Financial and Accounting Officer
/S/ LARRY J. ALEXANDER* Director July 1, 1998
(Larry J. Alexander)
/S/ BRADY F. CARRUTH* Director July 1, 1998
(Brady F. Carruth)
/S/ CLARENCE C. COMER* Director July 1, 1998
(Clarence C. Comer)
/S/ GARY L. FORBES* Director July 1, 1998
(Gary L. Forbes)
/S/ W.D. HAWKINS* Director July 1, 1998
(W. D. Hawkins)
/S/ JAMES H. LIMMER* Director July 1, 1998
(James H. Limmer)
/S/ THOMAS E. SMITH* Director July 1, 1998
(Thomas E. Smith)
/S/ HUGH N. WEST* Director July 1, 1998
(Hugh N. West)
By: /S/ G. CHRISTOPHER COLVILLE
G. Christopher Colville
Attorney-in-fact
</TABLE>
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