CONSOLIDATED GRAPHICS INC /TX/
S-3, 1999-07-14
COMMERCIAL PRINTING
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     AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON JULY 14, 1999
                                                    REGISTRATION NO. 333-
================================================================================
                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                            ------------------------

                                    FORM S-3

                             REGISTRATION STATEMENT
                                     UNDER
                           THE SECURITIES ACT OF 1933

                            ------------------------

                          CONSOLIDATED GRAPHICS, INC.
             (EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)

<TABLE>
<S>                             <C>                                      <C>
            TEXAS                     5858 WESTHEIMER, SUITE 200                 76-0190827
 (STATE OR OTHER JURISDICTION            HOUSTON, TEXAS 77057                 (I.R.S. EMPLOYER
              OF                            (713) 787-0977                 IDENTIFICATION NUMBER)
INCORPORATION OR ORGANIZATION)
</TABLE>

              (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

                            ------------------------

     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.  [ ]

     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.  [ ]

                            ------------------------

                        CALCULATION OF REGISTRATION FEE

<TABLE>
<CAPTION>
==========================================================================================================================
          TITLE OF EACH CLASS                   AMOUNT             PROPOSED         PROPOSED MAXIMUM
             OF SECURITIES                      TO BE          MAXIMUM OFFERING         AGGREGATE           AMOUNT OF
            TO BE REGISTERED                  REGISTERED      PRICE PER SHARE(1)    OFFERING PRICE(1)    REGISTRATION FEE
- --------------------------------------------------------------------------------------------------------------------------
<S>                                       <C>                 <C>                  <C>                  <C>
Common Stock, par value $0.01 per
  share.................................       100,994              $44.78            $4,522,511.32         $1,257.26
==========================================================================================================================
</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
    July 8, 1999, resulting in a filing fee of $1,257.26 for the 100,994 shares
    included in this Statement.

     THIS 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 THIS REGISTRATION STATEMENT SHALL BECOME
EFFECTIVE ON SUCH DATE AS THE COMMISSION, ACTING PURSUANT TO SAID SECTION 8(A)
MAY DETERMINE.

================================================================================

<PAGE>
PROSPECTUS

                                   100,994 SHARES
                          CONSOLIDATED GRAPHICS, INC.
                                  COMMON STOCK

                            -----------------------------

     This prospectus may be used by the selling shareholders to sell such shares
to the public. Such sales may be made through transactions on exchanges, in the
over-the-counter market, in negotiated transactions, in broker's transactions or
otherwise. These shares may be sold at the current market price or at a
negotiated price. Consolidated Graphics will not receive any proceeds from the
sale of the shares offered pursuant to this prospectus although it will pay
certain expenses incurred to register the shares.

     The common stock is traded on the New York Stock Exchange under the symbol
"CGX". On July 8, 1999, the last reported sale price for the common stock on
such Exchange was $43 11/16 per share.

                            -----------------------------

     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 OFFERED BY THIS PROSPECTUS.

     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.

     THE INFORMATION CONTAINED IN THIS PROSPECTUS SPEAKS AS OF THE DATE BELOW.
YOU SHOULD NOT IMPLY THAT SUCH INFORMATION HAS NOT CHANGED SINCE THAT DATE.

                            -----------------------------

                    THE DATE OF THIS PROSPECTUS IS JULY 14, 1999.

<PAGE>
                                TABLE OF CONTENTS

                                                                          PAGE
                                                                          ----

Risk Factors...........................................................     2

The Company............................................................     4

Use of Proceeds........................................................     4

Selling Shareholders...................................................     4

Plan of Distribution...................................................     5

Description of Capital Stock...........................................     6

Legal Opinion..........................................................     7

Experts................................................................     7

Available Information..................................................     8
<PAGE>
                                  RISK FACTORS

     BEFORE YOU INVEST IN THE SHARES OFFERED IN THIS PROSPECTUS, YOU SHOULD BE
AWARE THAT THERE ARE VARIOUS RISKS, INCLUDING THOSE DESCRIBED BELOW. YOU SHOULD
CONSIDER CAREFULLY THESE RISK FACTORS TOGETHER WITH ALL OF THE OTHER INFORMATION
INCLUDED IN THIS PROSPECTUS BEFORE YOU DECIDE TO PURCHASE ANY OF THE SHARES.

     SOME OF THE INFORMATION IN THIS PROSPECTUS MAY CONTAIN FORWARD-LOOKING
STATEMENTS. SUCH STATEMENTS CAN BE IDENTIFIED BY THE USE OF FORWARD-LOOKING
TERMINOLOGY SUCH AS "MAY," "WILL," "EXPECT," "ANTICIPATE," "ESTIMATE,"
"CONTINUE" OR OTHER SIMILAR WORDS. THESE STATEMENTS DISCUSS FUTURE
EXPECTATIONS, MAKE VARIOUS ASSUMPTIONS, CONTAIN PROJECTIONS OF RESULTS OF
OPERATIONS OR OF FINANCIAL CONDITION OR STATE OTHER "FORWARD-LOOKING"
INFORMATION. WHEN CONSIDERING SUCH FORWARD-LOOKING STATEMENTS, YOU SHOULD KEEP
IN MIND THE RISK FACTORS AND OTHER CAUTIONARY STATEMENTS IN THIS PROSPECTUS. THE
RISK FACTORS NOTED IN THIS SECTION AND OTHER FACTORS NOTED THROUGHOUT THIS
PROSPECTUS COULD CAUSE OUR ACTUAL RESULTS TO DIFFER MATERIALLY FROM THOSE
CONTAINED IN ANY FORWARD-LOOKING STATEMENT.

IF WE ARE UNABLE TO IMPLEMENT OUR ACQUISITION STRATEGY, WE MAY NOT SUCCEED OR
MAY BE LESS SUCCESSFUL IN THE FUTURE.

     A key component of our growth strategy is accomplished by acquiring
printing companies located throughout the United States. While there are many
such companies, we may not always be able to identify and acquire printing
companies meeting our acquisition criteria on terms acceptable to us.
Additionally, various competitors have developed growth strategies similar to
that of the Company and thus the competition for acquisition candidates is
constantly increasing within our industry. Moreover, financing to complete
significant acquisitions may not always be available on satisfactory terms.
Further, the Company's acquisition strategy presents a number of special risks
to the Company that it would not otherwise contend with absent such strategy,
including possible adverse effects on our earnings after each acquisition,
diversion of management's attention from the core business of the Company due to
the special attention that a particular acquisition may require, failure to
retain key acquired personnel and risks associated with unanticipated events or
liabilities arising after each acquisition, some or all of which could have a
material adverse effect on the business, financial condition and results of
operations of the Company.

IF WE EXPERIENCE DIFFICULTY IN INTEGRATING ACQUIRED BUSINESSES, ACQUIRED
ENTITIES MAY NOT CONTINUE TO BE PROFITABLE.

     Even if we are able to continue to identify and acquire suitable businesses
in furtherance of our growth strategy, we may at some point in the future
experience difficulty in profitably managing all of the acquired businesses or
in successfully integrating the acquired businesses as a whole without incurring
substantial costs, delays or other operational or financial problems that the
Company has not previously experienced. An acquisition may also initially have
an adverse effect upon our operating results while the acquired business is
adopting our management practices. Finally, although we have so far been
generally successful in integrating our acquisitions, we may not in all
circumstances be able to establish, maintain or increase the profitability of an
acquired entity.

IF WE DO NOT RETAIN KEY PERSONNEL, WE MAY NOT SUCCEED.

     We believe that our continued success will significantly depend upon our
senior management, particularly Joe R. Davis, the founder, President and Chief
Executive Officer of the Company. If for any reason Mr. Davis were unable to
continue with his duties as President and Chief Executive Officer, the Company's
continued success would likely depend upon its ability to quickly identify and
promote or hire a qualified individual with the same or substantially similar
visionary outlook, philosophies, experience and standing within the printing
industry to replace Mr. Davis. Furthermore, because Mr. Davis places substantial
emphasis on identifying and retaining senior management who he believes will
adopt his philosophy about the manner in which the core business of the Company

                                       2
<PAGE>
should be operated, if existing senior management became unavailable, the
inability to quickly identify and hire or promote individuals into senior
management positions could also have a significant adverse effect on the success
of the Company. Accordingly, the loss of the services of Mr. Davis or such other
key personnel in senior management could have a direct material adverse effect
on our future business and prospects.

THREE PARTIES OWN OR CONTROL A SUBSTANTIAL AMOUNT OF COMPANY STOCK AND MAY,
THEREFORE, INFLUENCE OUR AFFAIRS.

     Based upon the latest information available to us, Joe R. Davis
beneficially owns approximately 8.5%, Pilgrim, Baxter & Associates, Ltd.
("Pilgrim") beneficially owns approximately 8.2% and Jeffrey N. Vinik, et al.
("Vinik") beneficially owns approximately 7.9%, of our outstanding common
stock. As a result, although Mr. Davis, Pilgrim and Vinik have never acted
together in the past, if they acted together, these parties alone would 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.

WE WILL NOT DECLARE DIVIDENDS FOR THE FORESEEABLE FUTURE AND, THEREFORE, THE
RETURN ON COMPANY STOCK HELD BY YOU WILL BE LIMITED TO THE GROWTH IN ITS PRICE,
IF ANY.

     We currently intend to retain all future earnings to finance the continuing
development of our business and do not anticipate paying cash dividends on the
common stock in the foreseeable future.

THE FAILURE OF COMPANY OR OUR KEY SUPPLIERS AND CUSTOMERS TO BE YEAR 2000
COMPLIANT COULD NEGATIVELY IMPACT OUR BUSINESS.

     We have undertaken a Year 2000 compliance program designed to ensure that
our operations will be Year 2000 compliant by December 31, 1999. Substantially
all of our information technology assets, including our management information
systems and equipment used in our printing operations, have been evaluated for
Year 2000 compliance and substantially all necessary upgrades, conversions or
replacements have been made or are currently in process. We are now proceeding
with the testing and validation phase of our Year 2000 compliance program as it
pertains to our information technology assets and expect this phase to be
substantially completed by September 30, 1999. We are also evaluating our
non-information technology assets, operational policies, major suppliers and
customers and expect this phase of our Year 2000 compliance program to be
substantially completed by September 30, 1999.

     Despite our efforts, a material disruption to our business as a result of
the Year 2000 issue could nevertheless occur. Like many manufacturing companies
our operations depend upon the operations of many other businesses. The
disruption of any one or a few of these businesses as a result of the Year 2000
issue would not be expected to have a material effect on our business, however,
in a "worst case" Year 2000 scenario, a significant number of such businesses
could suffer disruptions as a result of the Year 2000 issue and our operations
could be adversely affected. In the case of a systemic failure, such as
prolonged telecommunications or electrical failures, or a general disruption in
United States or global business activities that could result in a significant
economic downturn, the primary business risks that we would face would include,
but would not be limited to, loss of customers or orders, increased operating
costs, inability to obtain supplies and inventory on a timely basis, disruptions
in product shipments or other significant business interruptions, any of which
could have a material adverse effect on our business, results of operations and
financial condition. A prolonged industry-wide decline in printing orders as
businesses affected by the Year 2000 issue focus on operational requirements
more essential to their survival than printing needs would have a significant
adverse effect on our business. In addition, although we are not aware of any
contractual relationship that we may have which exposes us to any potential
material liability, in the event we suffer a business disruption as a result the
Year 2000 issue it is possible that claims of mismanagement, misrepresentation
or breach of contract could nevertheless be made against us.

                                       3
<PAGE>
     The primary thrust of our Year 2000 compliance program with respect to
minimizing business disruptions as a result of the impact of the Year 2000 issue
on our non-information technology assets, operational policies, major suppliers
and customers, including with respect to the "worst case" scenario described
above, will be the development of contingency plans, to the extent feasible.
Because of our many locations, if certain of our printing facilities were to be
adversely affected, we could use other operable printing facilities.
Accordingly, we expect that our primary contingency plans will focus on the
re-distribution of customer projects from inoperable to operable facilities in
order to mitigate, to the extent possible, the effect of any business
disruption. We expect to develop these contingency plans after completion of the
evaluation phase currently in process.

                            ------------------------

                                  THE COMPANY

     Consolidated Graphics, Inc.'s (referred to herein as the "Company" or
"Consolidated Graphics") 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 shareholders pursuant to this prospectus.

                              SELLING SHAREHOLDERS

     This prospectus covers offers and sales from time to time by the
shareholders set forth below (the "Selling Shareholders") of certain of the
shares beneficially owned by such shareholders. Set forth below are (i) the
names of the Selling Shareholders, (ii) the number of shares of Company common
stock beneficially owned as of the date of this prospectus by each Selling
Shareholder, and (iii) the number of shares which may be offered by each Selling
Shareholder pursuant to this prospectus (collectively the "Shares").
Beneficial ownership includes any shares as to which an individual has sole or
shared voting power or investment power, and also includes shares which an
individual has the right to acquire within 60 days through the exercise of any
stock option or other right. Each person named below has sole voting and
investment power (or shares such powers with his spouse) with respect to the
Shares indicated. Any or all of the Shares may be offered for sale by the
Selling Shareholders from time to time.

                                             SHARES
                                          BENEFICIALLY       NUMBER OF SHARES
                                        OWNED BY SELLING        OFFERED BY
                                          SHAREHOLDER       SELLING SHAREHOLDER
                                        ----------------    -------------------
Clifford J. Osborn...................        72,041                72,041
Earl Henderson.......................         2,450                 2,450
Lad Cmajdalka........................         1,393                 1,393
Graham Koch..........................           961                   961
Melvin Specht........................           168                   168
Jan Brans............................           120                   120
Jeffrey T. Spear.....................        10,527                10,527
Dennis Rampe.........................       32,588*                13,334

- ------------

* Record title for 711 of such Shares is held in minor custodial accounts for
  Mr. Rampe's two children and record title for 18,545 of such Shares is held by
  the Rampe Trust Account.

     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 Shares that will be held by the Selling Shareholders upon
termination of this offering.

                                       4
<PAGE>
     Messrs. Osborn, Henderson, Cmajdalka, Koch, Specht and Brans acquired their
Shares in connection with the merger of Southwestern Typographics Incorporated
d/b/a The Graphics Group, with a subsidiary of the Company. Since the merger,
Mr. Brans has been an officer of a subsidiary of the Company.

     Each of Messrs. Spear and Rampe acquired their shares pursuant to earn-out
arrangements with subsidiaries of the Company. Mr. Rampe has been an officer of
a subsidiary of the Company since February 1996 and an officer of the Company
since September 1997.

                              PLAN OF DISTRIBUTION

     The Shares may be sold from time to time by or for the account of the
Selling Shareholders. As used herein, the term "Selling Shareholders" includes
their pledgees, donees, transferees or other successors in interest who may sell
Shares received from a 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 New York Stock
Exchange) or in the over-the-counter market or otherwise at prices and at terms
then prevailing or at prices related to the then current market price, at
negotiated prices or at fixed prices, directly or through agents designated from
time to time or through dealers or underwriters to be designated or in
negotiated transactions. The Shares may be sold by one or more of the following:
(a) a block trade (which may involve crosses) in which the broker or dealer so
engaged will attempt to sell 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 New York Stock Exchange
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. A supplement to this prospectus does not need to be
filed with respect to sales by donees and pledgees unless any such donee or
pledgee intends to sell more than five hundred (500) Shares.

                                       5
<PAGE>
     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 certain of the Selling Shareholders and
certain of 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.

     The Company may be required to file a supplemental prospectus to describe a
specific sale of shares or to identify any other selling shareholders not
already discussed in this prospectus.

                          DESCRIPTION OF CAPITAL STOCK

     The Company's authorized capital stock consists of 100,000,000 shares of
common stock of which 15,714,202 shares were issued and outstanding as of July
6, 1999, 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

                                       6
<PAGE>
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 shareholder 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.

SHARES ELIGIBLE FOR FUTURE SALE; RESTRICTED SECURITIES

     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 our existing incentive stock option plan. Certain of these shares
constitute either "restricted securities" as such term is defined in Rule 144
promulgated under the Securities Act of 1933, as amended, 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 Company's ability to raise capital
through subsequent offerings of securities with the Commission.

OTHER REGISTRATIONS

     The Company has on file with the Commission several effective registration
statements under the Securities Act pursuant to which shares of its common stock
that were issued as restricted securities in connection with business
acquisitions may be resold. The Company also has on file an effective
registration statement covering 2,000,000 shares of its common stock for use in
acquisitions.

                                 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.

                                       7
<PAGE>
                             AVAILABLE INFORMATION

     Consolidated Graphics 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 Consolidated Graphics 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 Consolidated Graphics 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 Consolidated Graphics may also be
inspected at the offices of the New York Stock Exchange, 20 Broad Street, New
York, New York 10005.

     Consolidated Graphics has filed a Registration Statement to register with
the Commission the Shares 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 Consolidated Graphics with respect to those Shares
being offered by the Selling Shareholders. 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 Consolidated Graphics to "incorporate by reference"
information into this prospectus, which means that Consolidated Graphics 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 Consolidated Graphics has
previously filed with the Commission. These documents contain important
information about Consolidated Graphics and its financial condition.

     1.  Annual Report on Form 10-K for the fiscal year ended March 31, 1999;

     2.  The description of the capital stock of Consolidated Graphics set forth
         in its Form 8-A filed with the Commission on January 8, 1997; and

     3.  Current Reports on Forms 8-K filed April 6, April 16, April 28, May 5,
         June 14, June 25 and July 6, 1999.

     This prospectus also incorporates by reference additional documents that
Consolidated Graphics 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.

     Documents incorporated by reference may be obtained as described above and
are also available from Consolidated Graphics 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 Consolidated Graphics at the
following address and telephone number: Consolidated Graphics, Inc., 5858
Westheimer, Suite 200, Houston, Texas 77057, Attention: Secretary, telephone:
(713) 787-0977.

                                       8

<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.

                            -----------------------------

                               TABLE OF CONTENTS

                                        PAGE
                                        ----

Risk Factors.........................     2

The Company..........................     4

Use of Proceeds......................     4

Selling Shareholders.................     4

Plan of Distribution.................     5

Description of Capital Stock.........     6

Legal Opinion........................     7

Experts..............................     7

Available Information................     8


                                 100,994 SHARES

                                  CONSOLIDATED
                                 GRAPHICS, INC.

                                  COMMON STOCK

                             ----------------------
                                   PROSPECTUS
                             ----------------------


                                    JULY 14, 1999

================================================================================

<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 ........     $ 1,257.26
Printing and distribution expenses .........................       3,000.00
Accounting fees and expenses ...............................       2,500.00
Legal fees and expenses, including Blue Sky ................      15,000.00
Miscellaneous ..............................................         742.74
                                                                 ----------
          Total ............................................     $22,500.00
                                                                 ==========

     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 Restated Bylaws (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

                                      II-1
<PAGE>
available to an indemnitee only if there has been a change in control (as
defined). In addition, the Company may, in the future, purchase directors and
officers liability insurance policies for its directors and officers.

     The above discussion of Article 2.02-1 of the Texas Business Corporation
Act and of the Company's Bylaws is not intended to be exhaustive and is
respectively qualified in its entirety by such statute and the Bylaws.

     ITEM 16.  EXHIBITS

     The following exhibits are filed herewith or incorporated herein by
reference:

<TABLE>
<CAPTION>
      EXHIBIT NO.                                           DESCRIPTION OF EXHIBIT
- ------------------------  ------------------------------------------------------------------------------------------
<C>                       <S>
          *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.
          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).
</TABLE>

- ------------

 * 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.

     (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

                                      II-2
<PAGE>
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 July 14, 1999.



                                        CONSOLIDATED GRAPHICS, INC.


                                        By: /s/ JOE R. DAVIS
                                                JOE R. DAVIS
                                       PRESIDENT, CHIEF EXECUTIVE OFFICER AND
                                          CHAIRMAN OF THE BOARD OF DIRECTORS

     KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears
below constitutes and appoints Joe R. Davis and G. Christopher Colville, 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
REGISTRATION STATEMENT HAS BEEN SIGNED BY THE FOLLOWING PERSONS ON BEHALF OF THE
REGISTRANT AND IN THE CAPACITIES AND ON THE DATES INDICATED.

<TABLE>
<CAPTION>
                      SIGNATURE                                       TITLE                       DATE
- ------------------------------------------------------  ---------------------------------   -----------------
<C>                                                     <S>                                 <C>
                   /s/ JOE R. DAVIS                     President, Chief Executive              July 14, 1999
                    (JOE R. DAVIS)                      Officer and Director (Principal
                                                        Executive Officer)

              /s/ G. CHRISTOPHER COLVILLE               Executive Vice President, Chief         July 14, 1999
              (G. CHRISTOPHER COLVILLE)                 Financial and Accounting Officer

                /s/ LARRY J. ALEXANDER                  Director                                July 14, 1999
                 (LARRY J. ALEXANDER)

                 /s/ BRADY F. CARRUTH                   Director                                July 14, 1999
                  (BRADY F. CARRUTH)

                 /s/ CLARENCE C. COMER                  Director                                July 14, 1999
                 (CLARENCE C. COMER)

                  /s/ GARY L. FORBES                    Director                                July 14, 1999
                   (GARY L. FORBES)

                  /s/ JAMES H. LIMMER                   Director                                July 14, 1999
                  (JAMES H. LIMMER)

                   /s/ HUGH N. WEST                     Director                                July 14, 1999
                    (HUGH N. WEST)
</TABLE>

                                      II-4


                                                                       EXHIBIT 5

                       [Letterhead WINSTEAD SECHREST & MINICK]

                                    July 14, 1999

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, as
amended, with respect to an aggregate of 100,994 shares of the common stock,
$.01 par value, of CGX (the "Common Stock"). All of such shares (the
"Shares") are being sold by selling shareholders.

     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
shareholders.

     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.

     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,

/s/  WINSTEAD SECHREST & MINICK P.C.
WINSTEAD SECHREST & MINICK P.C.




                                                                    EXHIBIT 23.2

                   CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS

     As independent public accountants, we hereby consent to the incorporation
by reference in this Registration Statement on Form S-3, of our report dated May
7, 1999 included in the Consolidated Graphics, Inc. Annual Report on Form 10-K
for the year ended March 31, 1999, and to all references to our Firm included in
this Registration Statement.

/s/  ARTHUR ANDERSEN LLP
ARTHUR ANDERSEN LLP

Houston, Texas
July 14, 1999




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