AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON OCTOBER 14, 1998
Registration No. 333-......
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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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)
TEXAS
(State or other
jurisdiction of 5858 WESTHEIMER, SUITE 200 76-0190827
incorporation or HOUSTON, TEXAS 77057 (I.R.S. Employer
organization) (713) 787-0977 Identification Number)
(Address, including zip code, and telephone number,
including area code, of registrant's principal executive offices)
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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CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
====================================================================================================
TITLE OF EACH PROPOSED PROPOSED
CLASS OF MAXIMUM MAXIMUM AMOUNT OF
SECURITIES TO BE AMOUNT TO OFFERING PRICE AGGREGATE REGISTRATION
REGISTERED BE REGISTERED PER SHARE (1) OFFERING PRICE(1) FEE
- ----------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Common Stock, par
value $0.01 per share.... 374,728 $ 32.5625 $ 12,202,081 $ 3,599.61
====================================================================================================
</TABLE>
(1) 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 9, 1998.
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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
374,728 SHARES
CONSOLIDATED GRAPHICS, INC.
COMMON STOCK
----------------
Consolidated Graphics, Inc. (the "Company") has prepared this Prospectus
for use by persons (the "Selling Shareholders") that hold unregistered Shares of
Common Stock of the Company to allow them to sell such Shares without
restriction. The Selling Shareholders have indicated that sales may be made by
the methods described in the section entitled "Plan of Distribution" in this
Prospectus. The Company will file a supplemental prospectus if it is required to
do so by applicable securities laws to describe a specific sale of Shares or to
identify any other selling shareholders not discussed in this Prospectus.
The Common Stock is traded on the New York Stock Exchange ("NYSE") under
the symbol "CGX". On October 9, 1998, the last reported sale price for the
Common Stock on the NYSE was $33.00 per share.
The Company will not receive any portion of the proceeds resulting from
the sale of the Shares offered by the Selling Shareholders under this
Prospectus. In addition, the Company will pay for certain of the expenses
relating to the registration of the Shares. See "Plan of Distribution" and
"Selling Shareholders."
The principal executive offices of the Company are located at 5858
Westheimer, Suite 200, Houston, Texas 77057 (telephone number: (713) 787-0977)).
----------------
YOU SHOULD READ THIS ENTIRE PROSPECTUS AND ITS APPENDICES CAREFULLY,
ESPECIALLY THE RISK FACTORS BEGINNING ON PAGE 2, BEFORE YOU DECIDE TO INVEST IN
THE SHARES.
NEITHER THE SECURITIES AND EXCHANGE COMMISSION NOR ANY STATE SECURITIES
COMMISSION HAS APPROVED OR DISAPPROVED OF THESE SECURITIES OR PASSED UPON THE
ADEQUACY OR ACCURACY OF THE PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS A
CRIMINAL OFFENSE.
WE HAVE NOT AUTHORIZED ANYONE TO GIVE YOU INFORMATION THAT DIFFERS FROM
THE INFORMATION IN THIS PROSPECTUS. IF YOU RECEIVE ANY DIFFERENT INFORMATION,
YOU SHOULD NOT RELY
ON IT.
----------------
THE DATE OF THIS PROSPECTUS IS OCTOBER 14, 1998.
You should not imply from the receipt on a different date of this
Prospectus or the Shares to which it relates that the information provided in
the Prospectus remains unchanged.
<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. THE COMPANY HAS MADE FORWARD-LOOKING STATEMENTS IN
THIS PROSPECTUS AND IN DOCUMENTS INCORPORATED HEREIN BY REFERENCE THAT ARE
SUBJECT TO RISKS AND UNCERTAINTIES. FORWARD-LOOKING STATEMENTS INCLUDE THE
INFORMATION CONCERNING POSSIBLE OR ASSUMED FUTURE RESULTS OF OPERATIONS OF THE
COMPANY. ALSO, WHEN THE COMPANY USES WORDS SUCH AS "BELIEVES," "EXPECTS,"
"ANTICIPATES," "INTENDS," "PLANS," "ESTIMATES" OR SIMILAR EXPRESSIONS, THE
COMPANY IS MAKING FORWARD-LOOKING STATEMENTS. YOU SHOULD NOTE THAT ACTUAL EVENTS
AND RESULTS MAY DIFFER MATERIALLY FROM THOSE EXPRESSED IN FORWARD-LOOKING
STATEMENTS DUE TO MANY FACTORS, INCLUDING THE LIKELIHOOD THAT THE COMPANY WILL
CONTINUE TO SUCCEED IN DEVELOPING AND EXPANDING ITS BUSINESS, CHANGES IN
GOVERNMENTAL REGULATIONS WITH RESPECT TO TAXATION AND THE ENVIRONMENT AND
GENERAL ECONOMIC AND MARKET FACTORS. THESE STATEMENTS ARE BASED UPON ASSUMPTIONS
AND ESTIMATES THAT ARE INHERENTLY SUBJECT TO SIGNIFICANT UNCERTAINTIES AND
CONTINGENCIES. IN ADDITION, THEY ARE OFTEN BEYOND THE CONTROL OF THE COMPANY AND
REFLECT PREDICTIONS ABOUT BUSINESS DECISIONS THAT HAVE NOT YET BEEN MADE. SOME
OF THESE ASSUMPTIONS INEVITABLY WILL NOT MATERIALIZE IN THE MANNER NOW EXPECTED,
AND UNANTICIPATED EVENTS WILL OCCUR THAT WILL AFFECT THE PERFORMANCE OF THE
COMPANY.
NATURE OF PRINTING BUSINESS
The Company competes in the general commercial and financial printing
sectors. These sectors 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. The Company is therefore 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. Accordingly,
quarterly operating results may vary significantly from quarter to quarter.
IMPLEMENTATION OF ACQUISITION STRATEGY
The Company grows primarily by acquiring printing companies located
throughout the United States. While there are many such companies, the Company
may not always be able to identify and acquire suitable companies on terms
acceptable to the Company. Financing with respect to significant acquisitions
may moreover not always be available on satisfactory terms in the future.
Increased competition for acquisition candidates may develop, in which event
there may be fewer acquisition opportunities available to the Company as well as
higher acquisition prices. Even if the Company is able to continue to identify
and acquire suitable businesses, the Company may experience difficulty as it
grows larger in profitably managing additional businesses or successfully
integrating acquired businesses without substantial costs, delays or other
operational or financial problems. Further, acquisitions involve a number of
special risks, including possible adverse effects on the operating results of
the Company, diversion of management's attention, failure to retain key acquired
personnel, risks associated with unanticipated events or liabilities and
amortization of acquired intangible assets, some or all of which could have a
material adverse effect on the business, financial condition and results of
operations of the Company. An acquisition may also initially have an adverse
effect upon the operating results of the Company while the acquired business is
adopting the management practices of the Company. Although the Company has so
far been generally successful in integrating its acquisitions, the Company may
not in all circumstances 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.
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<PAGE>
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
founder, President and Chief Executive Officer of the Company. The loss of the
services of Mr. Davis or other key personnel could have a material adverse
effect on the business and prospects of the Company. The continued success of
the Company also depends upon its ability to attract and retain qualified
employees.
CONTROL
Based upon the latest information available to the Company, Joe R. Davis
and the Vinik Group ("Vinik") beneficially own approximately 10.4% and 9.1%,
respectively, of the outstanding Common Stock. As a result, although Mr. Davis
and Vinik have never acted together in the past, they would, if they acted
together, have the ability to substantially influence the election of persons to
the Board of Directors of the Company and the outcome of 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 these laws and regulations, future
changes in such laws and regulations may require the Company to incur
significant costs to remain in compliance. Such expenditures could have a
material adverse effect on the operations of the Company.
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 issued a significant number of shares of Common Stock in
acquisition transactions or under other circumstances, including shares issuable
upon exercise of certain stock purchase options that have been or may be granted
under the existing incentive stock option plan of the Company. Certain of these
shares constitute either "restricted securities" as such term is defined in Rule
144 promulgated under the Securities Act or are held by "affiliates" of the
Company and consequently are subject to the resale limitations of Rule 144.
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 could also impair the ability of the Company to raise capital through
subsequent offerings of securities. In addition, the Company's 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 preferences, redemption rights, conversion rights, voting rights,
dividend rights and preferences on liquidation. The dividend, liquidation and
voting rights of any 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. Moreover, under certain circumstances, the issuance of Preferred
Stock could adversely affect the voting power of the holders of the Common
Stock.
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<PAGE>
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. Gowland 161,051
U.A. Yates 161,051
Bruce P. McGough 34,626
Thomas E. Samuels 18,000
Because the Company does not know how many Shares will 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.
John T. Gowland and U.A. Yates acquired their Shares in connection with
the merger of Printing Corporation of America with a subsidiary of the Company.
Since the merger, John T. Gowland and U.A. Yates have been officers of a
subsidiary of the Company. Bruce P. McGough and Thomas E. Samuels acquired their
Shares in connection with the acquisition of Geyer Printing Company, Inc. by the
Company. Since the acquisition, Mr. McGough had been an officer of a subsidiary
of the Company. Following the acquisition of Geyer Printing Company, Inc., Mr.
McGough pledged certain of his Shares to Prudential Securities Incorporated.
PLAN OF DISTRIBUTION
The Shares may be sold from time to time by or for the account of the
Selling Shareholders. As used herein, "Selling Shareholders" includes pledgees,
donees, transferees or other successors in interest, including, without
limitation, Prudential Securities Incorporated, as pledgee of Bruce P. McGough,
selling Shares received from a named Selling Shareholder after the date of this
Prospectus. Such sales may be effected by the Selling Shareholders from time to
time in one or more transactions on one or more exchanges (including the NYSE)
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
4
<PAGE>
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.
Each Selling Shareholder may effect the above transactions by selling
Shares directly to other purchasers, through agents or through broker-dealers,
which may act as agents or principals. In effecting sales, brokers or dealers
engaged by the Selling Shareholders may arrange for other brokers or dealers to
participate. Brokers or dealers will receive commissions, concessions or
discounts from Selling Shareholders in amounts to be negotiated immediately
prior to the sale. The Selling Shareholders have advised the Company that they
have not entered into any agreements, understandings or arrangements with any
underwriters or broker-dealers regarding the sale of their Shares, nor is there
an underwriter or coordinating broker acting in connection with the proposed
sale of Shares by Selling Shareholders.
Because Selling Shareholders may be deemed to be "underwriters" within the
meaning of Section 2(11) of the Securities Act, the Selling Shareholders will be
subject to the prospectus delivery requirements of the Securities Act, which may
include delivery through the facilities of the NYSE pursuant to Rule 153 under
the Securities Act. Upon the Company being notified by a Selling Shareholder
that a material arrangement has been entered into with a broker-dealer for the
sale of Shares through a block trade, special offering, exchange distribution or
secondary distribution or a purchase by a broker or dealer, a supplement to this
Prospectus will be filed with the Securities and Exchange Commission
("Commission"), if required, pursuant to Rule 424(b) under the Securities Act
disclosing (i) the name of each such Selling Shareholder and of the
participating broker-dealer(s), (ii) the number of Shares involved, (iii) the
price at which such Shares were sold, (iv) the commissions paid or discounts or
concessions allowed to such broker-dealer(s), where applicable, (v) that such
broker-dealer(s) did not conduct any investigation to verify the information set
out or incorporated by reference in this Prospectus and (vi) other facts
material to the transaction. With respect to sales by donees and pledgees, a
supplement to this Prospectus is not required to be filed by the Company unless
the Company is notified by the Selling Shareholder that such donee or pledgee
intends to sell more than five hundred (500) Shares.
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 Company or derivatives thereof, and may sell and deliver the Shares in
connection therewith. The Selling Shareholders may enter into hedging
transactions with broker-dealers or other financial institutions. In connection
with such transactions, broker-dealers or other financial institutions may
engage in short sales of the Company's Common Stock in the course of hedging the
positions they assume with Selling Shareholders. The Selling Shareholders may
also enter into options or other transactions with broker-dealers or other
financial institutions which require the delivery to such broker-dealer or other
financial institution of Shares offered hereby, which Shares such broker-dealer
or other financial institution may resell pursuant to this Prospectus (as
supplemented or amended to reflect such transaction).
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 the Selling Shareholders and the
Selling Shareholders, on the other hand, have severally agreed to indemnify the
Company from certain liabilities relating to the offering made hereby, including
liabilities under the Securities Act. The Selling Shareholders may also agree to
indemnify any agent, dealer or broker-dealer that participates in transactions
regarding sales of the Shares against certain liabilities, including liabilities
arising under the Securities Act.
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, provided they meet the criteria and conform to the requirements
of such Rule.
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<PAGE>
DESCRIPTION OF CAPITAL STOCK
The Company's authorized capital stock consists of 100,000,000 shares of
Common Stock of which 13,990,927 shares were issued and outstanding as of
September 27, 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 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 Bylaws
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 100,000,000 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.
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<PAGE>
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.
AVAILABLE INFORMATION
The Company files annual, quarterly and current reports, proxy statements
and other information with the Commission. You may read and copy any reports,
statements or other information that the Company files at the Commission's
public reference room at 450 Fifth Street N.W., Washington, D.C. 20549 or at its
regional public reference rooms in New York, New York and Chicago, Illinois.
Please call the Commission at 1-800-SEC-0330 for further information on the
operations and locations of the public reference rooms. The public filings of
the Company are also available to the public from commercial document retrieval
services and at the Internet World Wide Web site maintained by the Commission at
"http://www.sec.gov." Reports, proxy statements and other information concerning
the Company 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 a Registration Statement to register with the
Commission the Shares of Common Stock of the Company to be offered by the
Selling Shareholders pursuant to this Prospectus. This Prospectus is a part of
the Registration Statement and constitutes the Prospectus of the Company with
respect to those Shares being offered by the Selling Shareholders and other
third parties. As allowed by the rules of the Commission, this Prospectus does
not contain all of the information that can be found in the Registration
Statement or in the exhibits to the Registration Statement. You should read the
Registration Statement and its exhibits for a complete understanding of all of
the information included in the Registration Statement.
The Commission allows the Company to "incorporate by reference"
information into this Prospectus, which means that the Company can disclose
important information to you by referring you to another document filed
separately with the Commission. The information incorporated by reference
becomes part of the Prospectus, except for any information superseded by
information contained directly in this Prospectus. This Prospectus incorporates
by reference the documents set forth below that the Company has previously filed
with the Commission. These documents contain important information about the
Company and its financial condition.
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. The 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.
This Prospectus also incorporates by reference additional documents that
the Company may file with the Commission after the date of this Prospectus.
These include periodic reports, such as annual reports on Form 10-K, quarterly
reports on Form 10-Q and current reports on Form 8-K, as well as proxy
statements.
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<PAGE>
Documents incorporated by reference may be obtained as described above and
are also available from the Company without charge, excluding all exhibits
unless specifically incorporated by reference as an exhibit to this Prospectus.
You may obtain documents incorporated by reference in the Prospectus by
requesting them in writing or by telephone from the Company at the following
address and telephone number: Consolidated Graphics, Inc., 5858 Westheimer,
Suite 200, Houston, Texas 77057, Attention: Secretary, telephone: (713)
787-0977.
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<PAGE>
================================================================================
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.
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TABLE OF CONTENTS
PAGE
------
Risk Factors.............................2
The Company..............................4
Use of Proceeds..........................4
Selling Shareholders.....................4
Plan of Distribution.....................4
Description of Capital Stock.............6
Legal Opinion............................7
Experts..................................7
Available Information....................7
374,728 SHARES
CONSOLIDATED
GRAPHICS, INC.
COMMON STOCK
----------
PROSPECTUS
----------
OCTOBER 14, 1998
================================================================================
9
<PAGE>
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............................................$ 3,599.61
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................................................. 1,400.39
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Total.........................................................$25,000.00
==========
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 2.02-1.
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.
II-1
<PAGE>
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 and 10.2 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
- ----------- -------------------------
*4 - Specimen Common Stock Certificate (Consolidated Graphics, Inc.,
Form 10-K (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 September 17, 1998 by
and between Consolidated Graphics, Inc. and John T. Gowland and U.A.
Yates.
*10.2 - Registration Rights Agreement dated as of October 1, 1997 by and
between Consolidated Graphics, Inc. and Bruce P. McGough and Thomas
E. Samuels (Consolidated Graphics, Inc., Registration Statement on
Form S-3 (as filed with the Commission on December 22, 1997) SEC.
File No. 0-24068, Exhibit 10.1).
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 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
post-effective amendment by those paragraphs is contained in periodic
reports filed by the registrant pursuant to Section 13 or Section 15(d) of
the Exchange Act that are incorporated by reference in the registration
statement.
II-2
<PAGE>
(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) 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.
II-3
<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-3 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 14, 1998.
CONSOLIDATED GRAPHICS, INC.
By: /s/ JOE R. DAVIS
Joe R. Davis
President, Chief Executive Officer
and Chairman of the Board of
Directors
II-4
<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
------------- ------------ ------------
/s/ JOE R. DAVIS President, Chief October 14, 1998
(Joe R. Davis) Executive Officer
and Director
(Principal Executive
Officer)
/s/ RANDALL D. KEYS Vice President - October 14, 1998
(Randall D. Keys) Finance and Chief
Financial and
Accounting Officer
/s/ LARRY J. ALEXANDER Director October 14, 1998
(Larry J. Alexander)
/s/ BRADY F. CARRUTH Director October 14, 1998
(Brady F. Carruth)
/s/ CLARENCE C. COMER Director October 14, 1998
(Clarence C. Comer)
/s/ GARY L. FORBES Director October 14, 1998
(Gary L. Forbes)
/s/ W. D. HAWKINS Director October 14, 1998
(W. D. Hawkins)
/s/ JAMES H. LIMMER Director October 14, 1998
(James H. Limmer)
/s/ THOMAS E. SMITH Director October 14, 1998
(Thomas E. Smith)
/s/ HUGH N. WEST Director October 14, 1998
(Hugh N. West)
II-5
EXHIBIT 5
[WINSTEAD SECHREST & MINICK LETTERHEAD]
October 14, 1998
Consolidated Graphics, Inc.
5858 Westheimer, Suite 200
Houston, Texas 77057
Gentlemen:
This opinion is given in connection with the filing by Consolidated
Graphics, Inc. ("CGX") with the Securities and Exchange Commission under the
Securities Act of 1933, as amended, of a Registration Statement on Form S-3 with
respect to an aggregate of 374,728 shares of the common stock, $.01 par value,
of CGX (the "Common Stock"). All of such shares (the "Shares") are being sold by
selling stockholders.
We have acted as counsel for CGX in connection with the filing of the
Registration Statement. In so acting, we have examined originals or copies,
certified or otherwise identified to our satisfaction, of such corporate
records, agreements, documents and other instruments, and such certificates or
comparable documents of public officials and of officers and representatives of
CGX, and have made such inquiries of such officers and representatives as we
have deemed relevant and necessary as a basis for the opinions hereinafter set
forth.
In such examination, we have assumed the genuineness of all signatures,
the authenticity of all documents submitted to us as originals, the conformity
to original documents of documents submitted to us as certified or photostatic
copies and the authenticity of the originals of such latter documents. As to all
questions of fact material to this opinion that have not been independently
established, we have relied upon certificates, comparable documents or the
representations of officers and representatives of CGX and of the selling
stockholders.
Based on the foregoing, and subject to the qualifications stated herein,
we are of the opinion that the Shares being registered pursuant to the
Registration Statement are validly issued, fully paid and nonassessable.
<PAGE>
Consolidated Graphics, Inc.
October 14, 1998
Page 2
We consent to the use of this opinion as an exhibit to the Registration
Statement. We further consent to the reference to our firm under the caption
"Legal Matters" in the prospectus which is a part of the Registration Statement.
This opinion is rendered solely for your benefit in connection with the
transactions described above. Except as set forth above, this opinion may not be
used or relied upon by any other person and may not be disclosed, quoted, filed
with a governmental agency or otherwise referred to without our prior written
consent.
Very truly yours,
WINSTEAD SECHREST & MINICK P.C.
EXHIBIT 10.1
REGISTRATION RIGHTS AGREEMENT
This Registration Rights Agreement (the "Agreement"), dated as of
September 17, 1998, by and among Consolidated Graphics, Inc., a Texas
corporation (the "Company"), John T. Gowland, and U. A. Yates.
W I T N E S S E T H :
WHEREAS, it is a condition to the consummation of the transactions
contemplated by that certain Agreement and Plan of Reorganization by and among
the Company, PCA Acquisition, Inc., a Maryland corporation ("Newco"), Printing
Corporation of America, a Maryland corporation, and the Holders dated as of
September 17, 1998 (the "Merger Agreement") that this Agreement be executed and
delivered by the Company to the Holders;
NOW, THEREFORE, in consideration of the mutual covenants herein contained
and for other good and valuable consideration, the receipt and sufficiency of
which are hereby acknowledged, the Company and the Holders agree as follows:
Section 1. DEFINITIONS. As used in this Agreement, the
following terms have the meanings indicated below:
AGENT shall mean any Person acting for or on behalf of a Holder of
Registrable Securities with respect to the holding or sale of such Registrable
Securities.
AGREEMENT shall mean this Registration Rights Agreement.
BUSINESS DAY shall mean any day other than a Saturday, Sunday, or day on
which the New York Stock Exchange is not open for business.
COMMISSION shall mean the Securities and Exchange Commission.
COMMON STOCK shall mean the Company's common stock, par value $.01 per
share, or any successor class of the Company's common stock.
COMPANY shall mean Consolidated Graphics, Inc.
EFFECTIVE DATE shall mean September 17, 1998.
EXCHANGE ACT shall mean the Securities Exchange Act of 1934, as amended.
HOLDER OR HOLDERS shall mean John T. Gowland, U.A. Yates, their heirs and
legal representatives and any Permitted Transferee who is a holder of
Registrable Securities.
INSPECTORS shall mean the Holders of Registrable Securities, any
underwriter participating in any disposition of Registrable Securities pursuant
to the Required Registration and any attorney, accountant or other agent
retained by such Holders or underwriter.
<PAGE>
LIABILITIES shall mean all losses, claims, damages, liabilities, whether
joint or several, and expenses (including, but not limited to, reasonable costs
of investigation, expert witness, appraisal and other professional fees) and any
amounts paid in any settlement effected with the Company's consent.
MERGER AGREEMENT shall mean that certain Agreement and Plan of
Reorganization by and among the Company, Newco, Printing Corporation of America,
the Holders and Eben Bray dated
as of September 17,1998.
NEW COMMON STOCK shall mean the shares of Common Stock of the Company to
be acquired by the Holders pursuant to the Merger Agreement.
PERMITTED TRANSFEREE shall mean any broker, dealer or affiliate thereof to
whom U.A. Yates and/or John T. Gowland transfer, prior to the date upon which
the registration statement for the Required Registration is filed, any shares of
the New Common Stock pursuant to a Hedge Transaction described in Section 16
hereof.
PERSON shall mean any individual, corporation, limited liability company,
partnership (general or limited), joint venture, association, joint-stock
company, trust, unincorporated organization or government or a political
subdivision, agency or instrumentality thereof or other entity or organization
of any kind.
RECORDS shall mean all financial and other records, pertinent corporate
documents and properties of the Company.
REGISTRABLE SECURITIES shall mean the New Common Stock and the Related
Securities for so long as such New Common Stock and/or Related Securities are
held by the Holders or the heirs or legal representatives of any individual
Holder, until such time as the New Common Stock and the Related Securities have
been (i) distributed to the public pursuant to a registration statement covering
such securities that has been declared effective under the Securities Act, or
(ii) sold in accordance with the provisions of Rule 144 (or any similar
provision then in force) under the Securities Act.
REGISTRATION EXPENSES shall mean all expenses incident to the Company's
performance of or compliance with the Required Registration pursuant to this
Agreement, including without limitation all Commission and securities exchange
or National Association of Securities Dealers, Inc. registration and filing
fees, fees and expenses of compliance with securities or blue sky laws
(including fees and disbursements of the Company's counsel in connection with
blue sky qualifications of the Registrable Securities), rating agency fees,
printing expenses (including the printing of prospectuses), messenger and
delivery expenses, internal expenses (including salaries and expenses of its
officers and employees performing legal or accounting duties), the fees and
expenses incurred in connection with the listing of the Registrable Securities
to be registered on each securities exchange on which similar securities issued
by the Company are then listed and fees and disbursements of counsel for the
Company and its independent certified public
- 2 -
<PAGE>
accountants, the fees and expenses of any special experts retained by the
Company in connection with such registration, underwriting fees, discounts or
commissions attributable to the sale of Registrable Securities, and all
out-of-pocket expenses of the Holders of Registrable Securities (including,
without limitation, the fees and disbursements of Holders' counsel) arising out
of or in connection with the Required Registration.
RELATED ACQUISITIONS shall mean the three (3) transactions contemplated by
those three (3) certain letters of intent dated July 29, 1998 between the
Company and (i) Richard Royle, et al, (ii) McKay Communications, Inc., and (iii)
Bill Harrison, et al.
RELATED SECURITIES shall mean any securities issued in exchange for (or
upon the conversion or exercise of any convertible security, warrant or stock
option) as a dividend on or in replacement of, or otherwise issued in respect
of, or in replacement for (including securities issued in a stock dividend,
split or recombination or pursuant to the exercise of preemptive rights), the
New Common Stock.
REQUIRED REGISTRATION shall mean the registration with the Commission and
all applicable state securities agencies pursuant to Section 2 hereof of the
offer and sale of the Registrable Securities under and in accordance with the
provisions of the Securities Act and as set forth in Section 2 of this
Agreement.
SECURITIES ACT shall mean the Securities Act of 1933, as amended.
Section 2. REQUIRED REGISTRATION.
a. Subject to the terms and conditions contained in this Agreement, the
Company shall file with the Commission a registration statement on Form S-3
under Rule 415 of the Securities Act covering the offer and sale of all of the
Registrable Securities held by the Holders under and in accordance with the
provisions of the Securities Act.
b. The Company shall file a registration statement for the offer and sale
of the Registrable Securities on or before the sooner to occur of (i) thirty
(30) calendar days following the Effective Date, or (ii) five (5) calendar days
following the last closing date of the Related Acquisitions; provided, however,
that if each of the Related Acquisitions has closed and the registration
statement(s) covering the resale of the Common Stock issued in connection
therewith has been declared effective prior to the Effective Date, this clause
(ii) shall no longer be effective and the filing of the registration statement
by the Company shall occur no later than thirty (30) days following the
Effective Date.
c. If the Required Registration is an underwritten offering, the Holder(s)
of a majority of the Registrable Securities to be included in the Required
Registration will select a managing underwriter or underwriters to administer
the offering. Such managing underwriter or underwriters shall be acceptable to
the Company, and such acceptance will not be unreasonably withheld or delayed.
- 3 -
<PAGE>
Section 3. RESTRICTIONS ON PUBLIC SALE BY HOLDERS OF REGISTRABLE
SECURITIES. To the extent not inconsistent with applicable law, each Holder of
Registrable Securities that are included in a registration statement pursuant to
this Agreement agrees not to effect any public sale or distribution of the issue
being registered (or any securities of the Company convertible into or
exchangeable or exercisable for securities of the same type as the issue being
registered) during the 14 days before, and during the 90-day period beginning
on, the effective date of a registration statement filed by the Company (except
as part of such registration), but only if and to the extent requested in
writing (with reasonable prior notice) by the managing underwriter or
underwriters in the case of an underwritten public offering by the Company of
securities of the same type as the Registrable Securities; provided, however,
that the period of time for which the Company is required to keep such
registration statement which includes Registrable Securities continuously
effective shall be increased by a period equal to such requested holdback
period.
Section 4. COOPERATION BY HOLDERS. The offering of Registrable Securities
by any Holder shall comply in all material respects with the applicable terms,
provisions and requirements set forth in this Agreement, and such Holders shall
timely provide the Company with all information and materials required to be
included in a registration statement and that relate to the offering of the
Registrable Securities of such Holder, and to take all such action as may be
reasonably required in order not to delay the registration and offering of the
securities by the Company. The Company shall have no obligation to include in
such registration statement shares of a Holder who has failed to furnish such
information which, in the written opinion of counsel to the Company, is required
in order for the registration statement to be in compliance with the Securities
Act. If a Holder of Registrable Securities to be included in the Required
Registration shall fail to furnish such information and as a result thereof, (i)
such Holder's Registrable Securities are not included in the registration
statement at the time it becomes effective, or (ii) such Required Registration
shall not become effective under the Securities Act then, in either such event,
such Holder shall have no further rights under this Agreement to require the
registration of such Holder's Registrable Securities nor shall such Holder have
any right to request inclusion of the Holder's Registrable Securities in a
future registration with respect to the Company's Common Stock.
Section 5. REGISTRATION PROCEEDINGS. In connection with the Required
Registration, the Company will act as expeditiously as possible to:
a. prepare and file with the Commission and all applicable state
securities agencies a registration statement within the applicable period
provided in Section 2 which includes the Registrable Securities and use
commercially reasonable efforts to cause such registration statement to become
effective as soon as practicable; provided, however, that before filing a
registration statement or prospectus or any amendments or supplements thereto,
including documents incorporated by reference after the initial filing of the
registration statement, the Company will furnish to the Holders of the
Registrable Securities covered by such registration statement and the
underwriters, if any, draft copies of all such documents proposed to be filed at
least three (3) Business Days prior thereto, which documents will be subject to
the reasonable review of the Holders and underwriters, if any, and the Company
will not file any registration statement or amendment thereto or any prospectus
or any supplement thereto (including such documents
- 4 -
<PAGE>
incorporated by reference) to which the Holders of a majority of the Registrable
Securities covered by such registration statement or the underwriters, if any,
with respect to such Registrable Securities, if any, shall reasonably object,
and will notify each Holder of the Registrable Securities of any stop order
issued or threatened by the Commission and any applicable state securities
agencies in connection therewith and take all reasonable actions required to
prevent the entry of such stop order or to remove it if entered;
b. prepare and file with the Commission and any applicable state
securities agencies such amendments and post-effective amendments to the
registration statement as may be necessary to keep the registration statement
effective for such period until the initial Holder(s) of such Registrable
Securities can distribute such Registrable Securities without regard to the
volume limitations contained in Rule 144(d) under the Securities Act or such
shorter period which will terminate when all Registrable Securities covered by
such registration statement have been sold or withdrawn, but not before the
expiration of the 90-day period referred to in Section 4(3) of the Securities
Act and Rule 174 thereunder, if applicable; cause the prospectus to be
supplemented by any required prospectus supplement, and as so supplemented to be
filed pursuant to Rule 424 under the Securities Act; and comply with the
provisions of the Securities Act and all applicable state securities laws
applicable to it with respect to the disposition of all securities covered by
such registration statement during the applicable period in accordance with the
intended methods of disposition by the sellers thereof set forth in such
registration statement or supplement to the prospectus;
c. furnish to any Holder of Registrable Securities included in such
registration statement and the underwriter or underwriters, if any, without
charge, such number of conformed copies of the registration statement and any
post-effective amendment thereto (including exhibits) and such number of copies
of the prospectus (including each preliminary prospectus) and any amendments or
supplements thereto, and any documents incorporated by reference therein, as
such Holder or underwriter may reasonably request in order to facilitate the
disposition of the Registrable Securities being sold by such Holder (it being
understood that the Company consents to the use of the prospectus and any
amendment or supplement thereto, provided by the Company to each Holder of
Registrable Securities covered by the registration statement and the underwriter
or underwriters, if any, in connection with the offering and sale of the
Registrable Securities covered by the prospectus or any amendment or supplement
thereto); provided, however, that before filing a registration statement or
prospectus or any amendments or supplements thereto, the Company will furnish to
counsel selected by the Holders of a majority of the Registrable Securities
covered by such registration statement copies of all documents proposed to be
filed which documents will be subject to the review of such counsel;
d. notify each Holder of Registrable Securities included in such
registration statement, at any time when a prospectus relating thereto is
required to be delivered under the Securities Act, when the Company becomes
aware of the happening of any event as a result of which the prospectus included
in such registration statement (as then in effect) contains any untrue statement
of a material fact or omits to state a material fact necessary to make the
statements therein (in the case of the prospectus or any preliminary prospectus,
in light of the circumstances under which
- 5 -
<PAGE>
they were made) not misleading and, as promptly as practicable thereafter,
prepare and file with the Commission and all applicable state securities
agencies and furnish a supplement or amendment to such prospectus so that, as
thereafter delivered to the purchasers of such Registrable Securities, such
prospectus will not contain any untrue statement of a material fact or omit to
state a material fact necessary to make the statements therein, in light of the
circumstances under which they were made, not misleading;
e. use commercially reasonable efforts to cause all Registrable Securities
included in such registration statement to be listed, by the date of the first
sale of Registrable Securities pursuant to such registration statement, on each
securities exchange (including, for this purpose, The New York Stock Exchange)
on which the Common Stock of the Company is then listed or proposed to be
listed, if any;
f. make generally available to its security holders an earnings statement
satisfying the provisions of Section 11(a) of the Securities Act no later than
45 days after the end of the twelve-month period beginning with the first day of
the Company's first fiscal quarter commencing after the effective date of the
registration statement, which earnings statement shall cover said twelve-month
period, which requirement will be deemed to be satisfied if the Company timely
files complete and accurate information on Forms 10-Q, 10-K, and 8-K under the
Exchange Act and otherwise complies with Rule 158 under the Securities Act as
soon as feasible;
g. make every reasonable effort to obtain the withdrawal of any stop
order, or order suspending the effectiveness of the registration statement at
the earliest possible moment;
h. if reasonably requested by the managing underwriter or underwriters or
any Holder of Registrable Securities covered by the registration statement,
promptly incorporate in a prospectus supplement or post-effective amendment such
information as the managing underwriter or underwriters or such Holder requests
to be included therein, including without limitation, with respect to the number
of Registrable Securities being sold by such Holder to such underwriter or
underwriters, the purchase price being paid therefor by such underwriter or
underwriters and any other terms of the underwritten offering of such
Registrable Securities, and promptly make all required filings of such
prospectus supplement or post-effective amendment;
i. as promptly as practicable after filing with the Commission of any
document which is incorporated by reference into a registration statement,
deliver a copy of such document to each Holder of Registrable Securities covered
by such registration statement;
j. on or before the date on which the registration statement is declared
effective, use commercially reasonable efforts to register or qualify, and
cooperate with the Holders of Registrable Securities included in such
registration statement, the underwriter or underwriters, if any, and their
counsel, in connection with the registration or qualification of the Registrable
Securities covered by the registration statement for offer and sale under the
securities or blue sky laws of each state and other jurisdiction of the United
States as any such Holder or underwriter reasonably requests in writing, to use
reasonable diligence to keep each such registration or
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<PAGE>
qualification effective, including through new filings, or amendments or
renewals, during the period such registration statement is required to be kept
effective and to do any and all other acts or things necessary or advisable to
enable the disposition in all such jurisdictions of the Registrable Securities
covered by the applicable registration statement; provided, however, that the
Company will not be required to qualify generally to do business in any
jurisdiction where it is not then so qualified or to take any action which would
subject it to general service of process in any such jurisdiction where it is
not then so subject;
k. cooperate with the Holders of Registrable Securities covered by the
registration statement and the managing underwriter or underwriters, if any, to
facilitate the timely preparation and delivery of certificates (not bearing any
restrictive legends) representing securities to be sold under the registration
statement, and enable such securities to be in such denominations and registered
in such names as the managing underwriter or underwriters, if any, or such
Holders may request, subject to the underwriters' obligation to return to such
Holders any certificates representing securities not sold;
l. use commercially reasonable efforts to cause the Registrable Securities
covered by the registration statement to be registered with or approved by such
other governmental agencies or authorities within the United States as may be
necessary to enable the seller or sellers thereof or the underwriter or
underwriters, if any, to consummate the disposition of such securities;
m. deliver to the Holders and their counsel and the managing underwriter
or underwriters, if any, copies of all correspondence related to the offering
between the Commission, the Company and its counsel;
n. make available for inspection by the Inspectors such Records as shall
be reasonably necessary to enable them to exercise their due diligence
responsibility, and cause the Company's officers, directors, and employees to
respond to all reasonable inquiries from, and to supply all Records reasonably
requested by, any such Inspector in connection with such registration statement;
provided, however, that with respect to any Records that are confidential, the
Inspectors shall execute such confidentiality agreements as the Company may
reasonably request in order to maintain the confidentiality of confidential
Records.
Notwithstanding the foregoing provisions of this Section 5, upon expiration of
the period described in subsection b. of this Section 5 during which the Company
is obligated to keep the registration statement effective, the Company shall
have the right to deregister any Registrable Securities which have not been sold
prior to such date. In addition, each Holder acknowledges that there may
occasionally be times when the Company must suspend the use of the prospectus
included in such registration statement until such time as an amendment to the
registration statement has been filed by the Company and declared effective by
the Commission, or until such time as the Company has filed an appropriate
report with the Commission pursuant to the Exchange Act. Each Holder, upon
receipt of any notice from the Company of the happening of any event of the kind
described in subsection d. of this Section 5, will forthwith discontinue
disposition of the Registrable Securities until the Holder's receipt of the
copies of the supplemented or amended
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prospectus contemplated by the first sentence of this paragraph, subsection d.
of this Section 5, or until it is advised in writing by the Company that the use
of the prospectus may be resumed, and has received copies of any additional or
supplemental filings which are incorporated by reference in the prospectus, and,
if so directed by the Company, such Holder will, or will request the managing
underwriter or underwriters, if any, to, deliver to the Company (at the
Company's expense) all copies in their possession or control, other than
permanent file copies then in the Holder's possession, of the prospectus
covering such Registrable Securities current at the time of receipt of such
notice. The Company will use commercially reasonable efforts to amend or
supplement as necessary its registration statement to permit the sale of the
Registrable Securities to resume 90 days after it has given the notice referred
to in the preceding sentence. If the Company shall give any such notice, the
time periods mentioned in subsection b. of this Section 5 and elsewhere herein
shall be extended by the number of days during the period from and including the
date of the giving of such notice to and including the date when each seller of
Registrable Securities covered by such registration statement shall have
received the copies of the supplemented or amended prospectus contemplated by
the first sentence of this paragraph, subsection d. of this Section 5 hereof, or
the notice that they may resume use of the prospectus.
Section 6. REFERENCE TO HOLDERS IN REGISTRATION Statement. If such
registration statement refers to any Holder by name or otherwise as the holder
of any securities of the Company, then such Holder shall have the right to
require (i) the insertion therein of language, in form and substance
satisfactory to such Holder, to the effect that the holding by such Holder of
such securities is not to be construed as a recommendation of such Holder of the
investment quality of the Company's securities covered thereby and that such
holding does not imply that such Holder will assist in meeting any future
financial requirements of the Company, or (ii) if such reference to such Holder
by name or otherwise is not required by the Securities Act or any similar
federal statute then in force, the deletion of the reference to such Holder.
Section 7. REQUIRED REGISTRATION EXPENSES. All Registration Expenses
incident to the Company's performance of the Required Registration, pursuant to
this Agreement, except underwriting fees, discounts or commissions attributable
to the sale of Registrable Securities and any out-of-pocket expenses (including,
without limitation, the fees and disbursements of Holders' counsel) of the
Holders of the Registrable Securities, will be borne by the Company.
Section 8. INDEMNIFICATION BY THE COMPANY. The Company agrees to indemnify
and hold harmless each Holder of Registrable Securities and each Person who
controls such Holder (within the meaning of the Securities Act), and any Agent
or investment advisor thereof against all Liabilities arising out of or based
upon any untrue or alleged untrue statement of material fact contained in any
registration statement, any amendment or supplement thereto, any prospectus or
preliminary prospectus together with the documents incorporated by reference
therein, or any omission or alleged omission to state therein a material fact
required to be stated therein or necessary to make the statements therein not
misleading, except insofar as any such Liabilities arise out of or are based
upon any untrue statement or omission with respect to such indemnified Person
furnished in writing to the Company by such indemnified Person expressly for use
therein. In connection with an underwritten offering, the Company will indemnify
the underwriters thereof,
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their officers and directors and each Person who controls such underwriters
(within the meaning of the Securities Act) to the same extent as provided above
with respect to the indemnification of such Holder of Registrable Securities or
to such other extent as the Company and such underwriters may agree.
Section 9. INDEMNIFICATION BY HOLDERS OF REGISTRABLE SECURITIES. In
connection with any registration statement in which a Holder of Registrable
Securities is participating, each such Holder will furnish to the Company in
writing such information with respect to the name and address of such Holder and
the amount of Registrable Securities held by such Holder and such other
information as the Company shall reasonably request for use in connection with
any such registration statement or prospectus, and agrees to indemnify, to the
extent permitted by law, the Company, its directors and officers, and each
Person who controls the Company (within the meaning of the Securities Act)
against any Liabilities resulting from any untrue statement of a material fact
or any omission of a material fact required to be stated in the registration
statement or prospectus or any amendment thereof or supplement thereto or
necessary to make the statements therein not misleading, to the extent, but only
to the extent, that such untrue statement or omission is based upon any
information with respect to such Holder so furnished in writing by such Holder
specifically for inclusion in any prospectus or registration statement. The
indemnification provided for in this section shall be several, and not joint,
for each Holder and shall be limited to the net dollar amount received by each
such Holder.
Section 10. CONDUCT OF INDEMNIFICATION PROCEEDINGS. Any Person entitled to
indemnification hereunder agrees to give prompt written notice to the
indemnifying party after the receipt by such Person of any written notice of the
commencement of any action, suit, proceeding or investigation or threat thereof
made in writing for which such Person may claim indemnification or contribution
pursuant to this Agreement (provided the failure to so notify the indemnifying
party shall not relieve it from any liability which it may have to any
indemnified party so long as the failure to so notify the indemnifying party
does not prejudice the indemnifying party's ability to defend any such action,
suit, investigation, proceeding or claim) and, unless in the written opinion of
counsel for such indemnified party a conflict of interest may exist between such
indemnified party and the indemnifying party with respect to such claim, permit
the indemnifying party to assume the defense of such claim with counsel
reasonably satisfactory to such indemnified party. Whether or not such defense
is assumed by the indemnifying party, the indemnifying party will not be subject
to any liability for any settlement made without its consent. No indemnifying
party will consent to entry of any judgment or enter into any settlement which
does not include as an unconditional term thereof the giving by the claimant or
plaintiff to such indemnified party of a release from all liability in respect
of such claim or litigation. If the indemnifying party is not entitled to, or
elects not to, assume the defense of a claim, it will not be obligated to pay
the fees and expenses of more than one counsel with respect to such claim,
unless in the opinion of counsel for any indemnified party a conflict of
interest may exist between such indemnified party and any other of such
indemnified parties with respect to such claim, in which event the indemnifying
party shall be obligated to pay the fees and expenses of such additional counsel
or counsels.
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<PAGE>
Section 11. CONTRIBUTION. If the indemnification provided for in Sections
8 and 9 from the indemnifying party is unavailable or insufficient to hold
harmless to an indemnified party hereunder in respect of any losses, claims,
damages, liabilities, or expenses (including reasonable costs of investigation)
referred to therein, then the indemnifying party, in lieu of indemnifying such
indemnified party, shall contribute to the amount paid or payable by such
indemnified party as a result of such losses, claims, damages, liabilities, or
expenses (including reasonable costs of investigation) in such proportion as is
appropriate to reflect the relative fault of the indemnifying party and
indemnified parties in connection with the actions or omissions which resulted
in such losses, claims, damages, liabilities, or expenses (including reasonable
costs of investigation), as well as any other relative equitable considerations.
The relative fault of such indemnifying party and indemnified parties shall be
determined by reference to, among other things, whether any action in question,
including any untrue or alleged untrue statement of a material fact or omission
or alleged omission to state a material fact, has been made by, or relates to
information supplied by, such indemnifying party or indemnified parties, and the
parties' relative intent, knowledge, access to information, and opportunity to
correct or prevent such action, untrue statement or omission. The amount paid or
payable by a party as a result of any losses, claims, damages, liabilities, and
expenses referred to above shall be deemed to include, subject to the
limitations set forth in Section 10, any legal or other fees or expenses
reasonably incurred by such party in connection with any investigation or
proceeding. The parties hereto agree that it would not be just and equitable if
contribution pursuant to this Section 11 were determined by pro rata allocation
or by any other method of allocation which does not take account of the
equitable considerations referred to in this paragraph. No Person guilty of
fraudulent misrepresentation (within the meaning of Section 11(f) of the
Securities Act) shall be entitled to contribution from any Person who was not
guilty of such fraudulent misrepresentation. The obligations of the Company
pursuant to Sections 8, 9, 10 and 11 shall be further subject to such additional
express agreements of the Company as may be required to facilitate an
underwritten offering, provided, however, that no such agreement shall in any
way limit the rights of the Holders of Registrable Securities under this
Agreement, or create additional obligations of such Holders not set forth
herein, except as otherwise expressly agreed in writing by such Holders.
Section 12. NO OBLIGATION FOR UNDERWRITTEN REGISTRATIONS. Notwithstanding
any statement contained herein to the contrary, or seemingly to the contrary,
the Company is under no obligation to cooperate with the Holders in connection
with any underwritten offering.
Section 13. RULE 144.
a. The Company covenants that it will file the reports required to be
filed by it under the Securities Act and the Exchange Act and the rules and
regulations adopted by the Commission thereunder (or, if the Company is not
required to file such reports, it will, upon the request of any Holder of
Registrable Securities, make publicly available other nonconfidential
information so long as necessary to permit sales under Rule 144 under the
Securities Act).
b. Subject to the conditions of this Section 13, the Company further
covenants that it will take such other action as any Holder of Registrable
Securities may reasonably request, all to the
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extent required from time to time to enable such Holder to sell Registrable
Securities without registration under the Securities Act within the limitation
of the exemptions provided by (i) Rule 144 under the Securities Act, as such
Rule may be amended from time to time, or (ii) any similar rule or regulation
hereafter adopted by the Commission. Upon the request of any Holder of
Registrable Securities, the Company will deliver to such Holder a written
statement as to whether it has complied with such requirements.
c. The Company covenants that at such time any Holder is permitted to sell
Registrable Securities without registration under the Securities Act within the
limitations of the exemption provided under Rule 144(k) under the Securities
Act, as such Rule may be amended from time to time, the Company shall, upon
request of any such Holder and to the extent the Company is otherwise legally
permitted to do so, remove the restrictive legend set forth on any certificate
evidencing such Holder's Registrable Securities. Any Holder shall only be
permitted to make a single request for the removal of such restrictive legend in
accordance with the foregoing provisions.
d. If at any time any Holder shall seek to transfer any Registrable
Securities other than pursuant to the registration statement filed by the
Company pursuant to Section 2 hereof while the certificates evidencing such
Registrable Securities contain a legend restricting the transfer thereof, such
Holder shall, at such Holder's cost and expense, provide an opinion of counsel,
reasonably acceptable to CGX together with such other representations and
requests for transfer as may be reasonably required in connection therewith;
provided, however, that (i) the Company shall provide any opinions required of
the Company in connection with any transfer of the Registrable Securities to a
Permitted Transferee pursuant to clause (i) of Section 16 below, and (ii) if the
registration statement filed by the Company pursuant to Section 2 hereof does
not become effective within 60 days of its filing for any reason other than the
fault of a Holder, the Company shall provide, to the extent practicable,
opinions of counsel as may be reasonably required in connection with any such
transfer of the Registrable Securities.
Section 14. RECAPITALIZATIONS, EXCHANGES, ETC. The provisions of this
Agreement shall apply, to the full extent set forth herein, with respect to the
Registrable Securities, to any and all shares of equity capital of the Company
or any successor or assign of the Company (whether by merger, consolidation,
sale of assets, or otherwise) which may be issued in respect of, in exchange
for, or in substitution of the Registrable Securities, in each case as the
amounts of such securities outstanding are appropriately adjusted for any equity
dividends, splits, reverse splits, combinations, recapitalizations, and the like
occurring after the date of this Agreement.
Section 15. OPINIONS. When any legal opinion is required to be delivered
hereunder, such opinion may contain such qualifications as may be customary or
otherwise appropriate for legal opinions in similar circumstances.
Section 16. COMPANY TRADING POLICIES. Each Holder executing this Agreement
acknowledges and agrees that any transactions involving the Registrable
Securities and other Common Stock of the Company (including, without limitation,
any purchase, sale, exchange, short
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<PAGE>
sales, options, puts and calls and other transactions involving the Common Stock
or derivatives thereof) are subject to the Company's insider trading policy (the
"Trading Policy") as of the date hereof (a copy of which is attached) while such
Holder is an officer, director or employee of Newco, or any affiliate thereof
including, without limitation, the Company and its subsidiaries. Notwithstanding
the foregoing, (i) the Company hereby consents to the following actions: (A) the
Holders executing this Agreement may, subject to applicable securities laws and
at any time prior to the filing of the registration statement for the Required
Registration, transfer shares of the Registrable Securities to any broker,
dealer, or affiliate thereof in connection with a hedge, private collar or other
similar transaction (a "Hedge Transaction"), and (B) the Holders executing this
Agreement may, subject to applicable securities laws and during the period
commencing on the date hereof and expiring on the date which is 30 days
following the Effective Date, enter into a Hedge Transaction with any such
broker, dealer or affiliate thereof; and (ii) the Holder shall not be required
to obtain prior clearance from the Company under Section IV of the Trading
Policy with respect to any sale of the Registrable Securities under an effective
registration statement for the Required Registration during such times as the
Holder, having not received any notice from the Company of the happening of any
event of the kind described in subsection d. of Section 5 hereof, is permitted
to use the prospectus included in such registration statement; provided,
however, that the Holder shall continue to be subject to all other terms and
provisions of the Trading Policy including, without limitation, the obligation
under Section IV thereof to provide to the Secretary of the Company a signed
statement setting forth the information and representations regarding the
proposed sale as required under such Section IV.
Section 17. NOTICES. For purposes of this Agreement, notices and all other
communications provided for herein shall be in writing and shall be deemed to
have been duly given when personally delivered or when mailed by United States
registered or certified mail, return receipt requested, postage prepaid,
addressed as follows:
IF TO COMPANY, TO: Consolidated Graphics, Inc.
5858 Westheimer, Suite 200
Houston, Texas 77057
Attention: Joe R. Davis,
Chief Executive Officer
WITH A COPY TO: R. Clyde Parker, Jr.
Winstead Sechrest & Minick, P.C.
910 Travis Street, Suite 2400
Houston, Texas 77002
IF TO HOLDER: John T. Gowland
10 Chris Eliot Court
Hunt Valley, Maryland 21030
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<PAGE>
IF TO HOLDER: U. A. Yates
3 Arden Valley Court
Sparks, Maryland 21152
WITH A COPY TO: Herman Eugene Funk, Jr.
Rosenberg Proutt Funk & Greenberg, LLP
2115 First Maryland Building
25 South Charles Street
Baltimore, Maryland 21201
IF TO ANY PERSON OTHER THAN HOLDER:
to the address of such Person on the records of the transfer agent of the
Company as of the date prior to the date of any notice by the Company
or to such other address as any party may furnish to the others in writing in
accordance herewith, except that notices of changes of address shall be
effective only upon receipt, and that failure to copy legal counsel shall not
invalidate notices otherwise properly given.
Section 18. APPLICABLE LAW. This Agreement and all rights and obligations
hereunder, including matters of construction, validity and performance, shall be
governed by the laws of the State of Maryland, without giving effect to the
principles of conflicts of laws thereof.
Section 19. AMENDMENT AND WAIVER. This Agreement may be amended, and the
provisions hereof may be waived, only by a written instrument signed by (i) the
Holders of a majority of the Registrable Securities and (ii) the Company. No
failure by either party hereto at any time to give notice of any breach by the
other party of, or to require compliance with, any condition or provision of
this Agreement shall be deemed a waiver of similar or dissimilar provisions or
conditions at the same or at any prior or subsequent time.
Section 20. REMEDY FOR BREACH OF CONTRACT. The parties agree that if there
is any breach or asserted breach of the terms, covenants, or conditions of this
Agreement, the remedy of the parties hereto shall be at law and in equity and
injunctive relief shall lie for the enforcement of or relief from any provisions
of this Agreement. If any remedy or relief is sought and obtained by any party
against one of the other parties pursuant to this Section 19, the other party
shall, in addition to the remedy of relief so obtained, be liable to the party
seeking such remedy or relief for the reasonable expenses incurred by such party
in successfully obtaining such remedy or relief, including the reasonable fees
and expenses of such party's counsel.
Section 21. SEVERABILITY. It is a desire and intent of the parties that
the terms, provisions, covenants, and remedies contained in this Agreement shall
be enforceable to the fullest extent permitted by law. If any such term,
provision, covenant, or remedy of this Agreement or the application thereof to
any Person or circumstances shall, to any extent, be construed to be invalid or
unenforceable, in whole or in part, then such term, provision, covenant, or
remedy shall be
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<PAGE>
construed in a manner so as to permit its enforceability under the applicable
law to the fullest extent permitted by law. In any case, the remaining
provisions of this Agreement, or the application thereof to any Person or
circumstances other than those to which they have been held invalid or
unenforceable, shall remain in full force and effect.
Section 22. COUNTERPARTS. This Agreement may be executed in one or more
counterparts, each of which shall be deemed to be an original, but all of which
together will constitute one and the same Agreement.
Section 23. HEADINGS. The section and paragraph headings have been
inserted for purposes of convenience of reference only and shall not be used for
interpretive purposes.
Section 24. BINDING EFFECT. Unless otherwise provided herein, the
provisions of this Agreement shall be binding upon and inure to the benefit of
the parties hereto and their respective heirs, legal representatives,
successors, and permitted assigns, and is not intended to confer upon any other
Person any right or remedies hereunder; provided, however, that no Holder who is
a natural person may make an INTER-VIVOS transfer or assignment and no other
Holder may make any transfer or assignment of any rights under this Agreement.
Section 25. ENTIRE AGREEMENT. This Agreement, together with the other
agreements referenced herein, constitutes the entire agreement and supersedes
all prior agreements, understandings, both written and oral, among the parties
with respect to the subject matter hereof.
Section 26. INFORMATION. So long as the Holders own Registrable
Securities, the Holders agree to use commercially reasonable efforts to deliver
to the Company, upon request, such information about the Holders and the
Holders' holdings of Registrable Securities as the Company may reasonably
request as is necessary to permit the Company to prepare and file its annual
report on Form 10-K and its proxy statements under the Exchange Act and any
filings under the Securities Act. The Holders further agree to report to the
Company any sale or disposition of any kind relating to the Holders' Registrable
Securities.
[REMAINDER OF PAGE INTENTIONALLY LEFT BLANK]
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IN WITNESS WHEREOF, the parties have executed this Agreement as of the
date first above written.
CONSOLIDATED GRAPHICS, INC.
By: /s/ G. CHRISTOPHER COLVILLE
G. Christopher Colville,
Executive Vice President -
Mergers & Acquisitions
[SIGNATURE PAGE TO REGISTRATION RIGHTS AGREEMENT]
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<PAGE>
/s/ JOHN T. GOWLAND
John T. Gowland
/s/ U. A. YATES
U. A. Yates
[SIGNATURE PAGE TO REGISTRATION RIGHTS AGREEMENT]
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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-3, 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 14, 1998
