<PAGE>
As filed with the Securities and Exchange Commission on October 22, 1996
Registration No. 333-_____
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON D.C. 20549
FORM S-8 REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
BIG FLOWER PRESS HOLDINGS, INC.
(Exact name of registrant as specified in its charter)
DELAWARE 13-376-8322
(State or other jurisdiction (I.R.S. Employer Identification No.)
of incorporation or organization)
3 EAST 54TH STREET
NEW YORK, NEW YORK 10022
(Address, including zip code, of principal executive offices)
BIG FLOWER PRESS HOLDINGS, INC. RESTATED 1993 STOCK AWARD AND INCENTIVE PLAN
(Full titles of the plans)
MARK A. ANGELSON, ESQ.
EXECUTIVE VICE PRESIDENT, GENERAL COUNSEL AND
SECRETARY OF THE BOARD OF DIRECTORS
BIG FLOWER PRESS HOLDINGS, INC.
3 EAST 54TH STREET
NEW YORK, NEW YORK 10022
(212) 521-1621
(Name, address, including zip code, and telephone number, including area code,
of agent for service)
COPIES TO:
GREGG A. NOEL, ESQ.
SKADDEN, ARPS, SLATE, MEAGHER & FLOM
300 SOUTH GRAND AVENUE, SUITE 3400
LOS ANGELES, CALIFORNIA 90071
(213) 687-5000
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, CHECK THE FOLLOWING BOX.
[X]
<TABLE>
<CAPTION>
CALCULATION OF REGISTRATION FEE
- --------------------------------------------------------------------------------------------------------------------------
- --------------------------------------------------------------------------------------------------------------------------
TITLE OF EACH CLASS OF AMOUNT TO BE PROPOSED MAXIMUM PROPOSED MAXIMUM AMOUNT OF
SECURITIES TO BE REGISTERED REGISTERED OFFERING PRICE PER AGGREGATE OFFERING REGISTRATION FEE
SHARE (1) PRICE (1)
- --------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Common Stock, par value $.01 1,315,704 shares $ 13 1/8 $ 17,268,615 $ 5,232.92
per share
- --------------------------------------------------------------------------------------------------------------------------
Rights to purchase Series A
Junior Preferred Stock, par
value $.01 per share (2) (2) (2) (2)
- --------------------------------------------------------------------------------------------------------------------------
- --------------------------------------------------------------------------------------------------------------------------
</TABLE>
(1) Estimated solely for purposes of determining the registration fee pursuant
to Rule 457(c) based on the average of the high and low prices reported on
the New York Stock Exchange for the Registrant's Common Stock on
October 18, 1996.
(2) The rights to purchase Series A Junior Preferred Stock of Big Flower
initially are attached to and trade with the shares of Big Flower Common
Stock being registered hereby. Value attributed to such Rights, if any, is
reflected in the market price of Big Flower Common Stock.
<PAGE>
REOFFER PROSPECTUS
1,315,704 SHARES
BIG FLOWER PRESS HOLDINGS, INC.
COMMON STOCK
_____________________
The shares of common stock, par value $.01 per share ("Common Stock"), of
Big Flower Press Holdings, Inc., a Delaware corporation ("Big Flower"), offered
hereby are owned by certain stockholders of Big Flower (the "Selling
Stockholders"). See "Selling Stockholders." Big Flower will not receive any of
the proceeds from the sale of the Common Stock offered hereby.
The Selling Stockholders may sell the Common Stock from time to time
(i) in transactions on the New York Stock Exchange (the "NYSE"); (ii) to or
through underwriters or dealers; (iii) directly to one or more other purchasers;
(iv) through agents on a best-efforts basis, or otherwise; or (v) through a
combination of any such methods of sale. The Common Stock may be sold from time
to time in one or more transactions at a fixed price or prices, which may be
changed, or at market prices prevailing at the time of sale, or prices related
to such prevailing market prices, or at negotiated prices. To the extent
required by law, an accompanying prospectus supplement with respect to the
Common Stock offered thereunder will set forth the terms of the offering of such
Common Stock, including the name or names of any underwriters, dealers or
agents, the purchase price of the Common Stock, any initial public offering
price, any applicable underwriting discounts and sales agents' commissions and
other items constituting underwriters' or agents' compensation from the Selling
Stockholders, and any discounts, concessions or commission allowed or reallowed
or paid by any underwriters to other dealers.
The expenses of this offering will be paid by Big Flower.
The Common Stock is listed on the NYSE under the trading symbol "BGF."
The closing sale price of the Common Stock on the NYSE on October 18, 1996 was
$13 1/8 per share.
SEE "RISK FACTORS" BEGINNING ON PAGE 6 FOR A DISCUSSION OF CERTAIN
CONSIDERATIONS RELEVANT TO AN INVESTMENT IN THE COMMON STOCK.
_____________________
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE
SECURITIES AND EXCHANGE COMMISSION OR ANY STATE SECURITIES
COMMISSION NOR HAS THE SECURITIES AND EXCHANGE COM-
MISSION OR ANY STATE SECURITIES COMMISSION PASSED
UPON THE ACCURACY OR ADEQUACY OF THIS PRO-
SPECTUS. ANY REPRESENTATION TO THE
CONTRARY IS A CRIMINAL OFFENSE.
_____________________
The date of this Reoffer Prospectus is October 22, 1996
<PAGE>
AVAILABLE INFORMATION
Big Flower has filed with the Securities and Exchange Commission (the
"Commission") a Registration Statement on Form S-8 (the "Registration
Statement") under the Securities Act of 1933, as amended (the "Act") with
respect to the shares of Common Stock offered hereby. This prospectus, which is
part of the Registration Statement, which Registration Statement includes the
documents incorporated by reference herein (the "Prospectus"), does not contain
all the information set forth in the Registration Statement and the exhibits and
schedules thereto, certain items of which are omitted in accordance with the
rules and regulations of the Commission. Statements made in this Prospectus as
to the contents of any contract, agreement or other document referred to are not
necessarily complete. With respect to each such contract, agreement or other
document filed as an exhibit to the Registration Statement, reference is made to
such exhibit for a more complete description of the matter involved, and each
such statement shall be deemed qualified in its entirety by such reference.
Big Flower is subject to the informational requirements of the Securities
Exchange Act of 1934, as amended (the "Exchange Act"), and in accordance
therewith files reports and other information with the Commission. Reports and
other information filed by Big Flower with the Commission can be inspected and
copied at the public reference facilities maintained by the Commission at 450
Fifth Street, N.W., Room 1024, Washington, D.C. 20549, as well as the regional
offices of the Commission at 7 World Trade Center, 13th Floor, New York, New
York 10048 and at 500 West Madison Street, Suite 1400, Chicago, Illinois 60661.
The Commission also maintains a World Wide Web site that contains such reports,
proxy and information statements and other information at http://www.sec.gov.
In addition, such material may also be inspected at the offices of the New York
Stock Exchange, Inc., 20 Broad Street, New York, New York 10005.
INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
The following documents, heretofore filed by Big Flower with the
Commission pursuant to the Exchange Act, are hereby incorporated by reference,
except as superseded or modified herein:
1. The description of Big Flower's capital stock which is contained in
Big Flower's Registration Statement on Form 8-A, dated November 14,
1995;
2. The description of Big Flower's preferred stock purchase rights
which is contained in Big Flower's Registration Statement on Form 8-
A, dated November 14, 1995, and Form 8-A/A, dated November 29, 1995;
3. Big Flower's Transition Report on Form 10-K for the transition
period from July 1, 1995 to December 31, 1995;
4. Big Flower's Amendment No. 1 to the Transition Report on Form 10-K/A
for the transition period from July 1, 1995 to December 31, 1995,
filed on June 24, 1996;
5. Big Flower's Amendment No. 2 to the Transition Report on Form 10-K/A
for the transition period from July 1, 1995 to December 31, 1995,
filed on August 27, 1996;
6. Big Flower's Current Report on Form 8-K, dated February 1, 1996;
7. Big Flower's Current Report on Form 8-K, dated March 14, 1996;
8. Big Flower's Current Report on Form 8-K/A dated March 14, 1996;
9. Big Flower's Quarterly Report on Form 10-Q for the quarter ended
March 31, 1996;
<PAGE>
10. Big Flower's Quarterly Report on Form 10-Q for the quarter ended
June 30, 1996;
11. Pro Forma Condensed Combined Financial Information, and the
related Notes thereto; and PrintCo., Inc. Financial Statements, and
the related Notes thereto, as of December 31, 1995 and 1994 and for
the years then ended, all of which are contained in Big Flower's and
Scanform's Proxy Statement/Prospectus dated September 6, 1996,
forming part of Big Flower's Registration Statement on Form S-4,
dated September 6, 1996;
12. Big Flower's Proxy Statement for Annual Meeting of Stockholders
filed on October 4, 1996;
13. Big Flower's Current Report on Form 8-K, dated October 1, 1996;
14. Big Flower's Current Report on Form 8-K/A, dated October 1, 1996;
15. Scanforms, Inc. and Subsidiary Financial Statements and Financial
Statement Schedules, and the related Notes thereto, filed with
Scanforms, Inc. Annual Report on Form 10-K for the year ended
October 1, 1995; and
16. Scanforms, Inc. Financial Statements, and the related Notes thereto,
filed with Scanforms, Inc. Quarterly Report on Form 10-Q for the
quarter ended June 30, 1996.
The information relating to Big Flower and the Common Stock contained in
this Prospectus does not purport to be comprehensive and should be used together
with the information in the documents incorporated by reference herein. All
documents filed by Big Flower pursuant to Section 13(a), 13(c), 14 or 15(d) of
the Exchange Act subsequent to the date of this Prospectus and prior to the
filing of a post-effective amendment which indicates that all securities offered
have been sold or which deregisters all securities then remaining unsold, shall
be deemed to be incorporated by reference herein and to be a part hereof from
the date of filing of such documents. Any statement contained in a document
incorporated or deemed to be incorporated by reference herein shall be deemed to
be modified or superseded for purposes of this Prospectus to the extent that a
statement contained herein or in any other subsequently filed document which
also is or is deemed to be incorporated by reference herein modifies or
supersedes such statement. Any statement so modified or superseded shall not be
deemed, except as so modified or superseded, to constitute a part of this
Prospectus.
Big Flower will provide a copy of the documents incorporated by reference
herein (other than exhibits to such documents) without charge to each person,
including any beneficial owner, to whom this Prospectus is delivered, upon
written or oral request by such person. Requests should be addressed to: Big
Flower Press Holdings, Inc., 3 East 54th Street, New York, New York 10022,
Attention: Mark A. Angelson (telephone number (212) 521-1600).
2
<PAGE>
PROSPECTUS SUMMARY
THE FOLLOWING SUMMARY IS QUALIFIED IN ITS ENTIRETY BY, AND SHOULD BE READ
IN CONJUNCTION WITH, THE MORE DETAILED INFORMATION AND FINANCIAL DATA, INCLUDING
THE FINANCIAL STATEMENTS AND NOTES THERETO, APPEARING ELSEWHERE IN, AND
INCORPORATED BY REFERENCE INTO, THIS PROSPECTUS. UNLESS THE CONTEXT INDICATES
OTHERWISE, REFERENCES TO THE "COMPANY" INCLUDE BIG FLOWER AND ITS SUBSIDIARIES.
THIS PROSPECTUS CONTAINS FORWARD-LOOKING STATEMENTS WITHIN THE MEANING OF
SECTION 27A OF THE SECURITIES ACT OF 1933. DISCUSSIONS CONTAINING SUCH FORWARD-
LOOKING STATEMENTS MAY BE FOUND IN "RISK FACTORS" HEREIN, AS WELL AS WITHIN THIS
PROSPECTUS GENERALLY. IN ADDITION, WHEN USED IN THIS PROSPECTUS, THE WORDS
"BELIEVES," "ANTICIPATES," "EXPECTS" AND SIMILAR EXPRESSIONS ARE INTENDED TO
IDENTIFY FORWARD-LOOKING STATEMENTS. SUCH STATEMENTS ARE SUBJECT TO A NUMBER OF
RISKS AND UNCERTAINTIES. ACTUAL RESULTS IN THE FUTURE COULD DIFFER MATERIALLY
FROM THOSE DESCRIBED IN THE FORWARD-LOOKING STATEMENTS AS A RESULT OF THE
FLUCTUATIONS IN THE COST OF PAPER AND OTHER RAW MATERIALS USED BY THE COMPANY,
CHANGES IN THE ADVERTISING AND PRINTING MARKETS, THE FINANCIAL CONDITION OF THE
COMPANY'S CUSTOMERS, THE GENERAL CONDITION OF THE UNITED STATES ECONOMY, AND THE
MATTERS SET FORTH IN THIS PROSPECTUS GENERALLY. THE COMPANY DOES NOT UNDERTAKE
ANY OBLIGATION TO PUBLICLY RELEASE THE RESULTS OF ANY REVISIONS TO THESE
FORWARD-LOOKING STATEMENTS THAT MAY BE MADE TO REFLECT ANY FUTURE EVENTS OR
CIRCUMSTANCES.
THE COMPANY
The Company has three principal operating units: Treasure Chest
Advertising Company, Inc. ("Treasure Chest"), Laser Tech Color, Inc. ("Laser
Tech"), and Webcraft Technologies, Inc. ("Webcraft"). Treasure Chest is a
leading producer and marketer of advertising circulars for many large United
States retailers and produces TV listing guides, Sunday comics, Sunday magazines
and/or special supplements for many widely circulated United States newspapers.
Laser Tech is a leading provider of high quality electronic pre-media and
conventional graphics services. Webcraft is a market leader in producing and
marketing highly customized direct mail and other advertising products, and the
Company believes Webcraft is the largest in-line direct mail producer in the
United States. Although each of the Company's operating units provide a variety
of services to its customers, the majority of each operating unit's business is
comprised of providing advertising and marketing-related information services.
Treasure Chest, established in 1967, was one of the first companies to
produce and market advertising circulars in the United States. In 1982,
Treasure Chest expanded its business with the introduction of newspaper TV
listing guides and Sunday comics. Treasure Chest was acquired by Big Flower in
August 1993. In April 1994, Treasure Chest acquired KTB Associates, Inc.
("KTB") and Retail Graphics Holdings Company ("Retail Graphics"), increasing its
net sales in its fiscal year ended June 30, 1994 by more than 36% on a pro forma
basis. In calendar 1995, the Company produced more than 22.4 billion
advertising circulars, 1.5 billion Sunday comics and 616 million newspaper TV
listing guides.
On November 22, 1995, Big Flower consummated an initial public offering
(the "IPO") of 6,724,688 shares of its Common Stock, of which 5,500,000 shares
were sold by Big Flower and 1,224,688 shares were sold by selling stockholders.
The net proceeds of the IPO to the Company, approximately $80.3 million, plus
approximately $184.0 million which was borrowed under a new $350 million
revolving credit facility (the "New Credit Agreement"), were used to (i) repay
all amounts outstanding under the Company's prior bank credit agreement, (ii)
redeem or repurchase approximately $63.3 million aggregate principal amount of
10 3/4% Senior Subordinated Notes due 2003 of Big Flower Press, Inc. ("BFP")
(which was merged with and into the Company upon the consummation of the IPO) at
a purchase price of approximately $71.2 million, (iii) terminate the Company's
interest rate swap agreements for a price of approximately $2.6 million, (iv)
repurchase all the outstanding shares of BFP's Series A Preferred Stock at a
purchase price of approximately $22.1 million, (v) redeem and repurchase all
$76.5 million aggregate principal amount of the Company's 13 1/2% Senior
Discount
3
<PAGE>
Notes due 2004 at a price of approximately $59.1 million, and (vi) repurchase
all $18.5 million aggregate principal amount of the Company's 11% Debentures due
2005 at a purchase price of approximately $19.3 million.
In November 1995, the Company acquired Laser Tech, a leading provider of
high quality electronic pre-media and conventional graphics services to
advertising agencies, retailers, magazine publishers, and consumer products
companies. Laser Tech provides a full range of electronic pre-media services
and digital advertising services including illustration, design, digital
photographic capture, data warehousing and retrieval and on-site facilities
management.
In March 1996, the Company acquired Webcraft, which has leading market
positions in such specialty product markets as highly customized direct mail,
fragrance samplers, promotional stamps and scratch-off lottery tickets.
Webcraft's non-specialty products include enhanced envelopes and government
forms.
On October 1, 1996, Treasure Chest acquired PrintCo., Inc. ("Printco"), a
producer of newspaper advertising inserts, TV listing guides and other newspaper
products. Printco is headquartered in Greenville, Michigan, and offers
printing, finishing and pre-media services to a variety of customers.
On October 4, 1996, a wholly-owned subsidiary of the Company merged
with Scanforms, Inc. ("Scanforms"), a full-service provider of direct mail
advertising with in-house forms manufacturing, laser and impact computer
personalization, bindery and mailing services. Scanforms' special
capabilities include up to ten color web heatset four color process printing,
hot foil stamping and embossing, die cutting, pressure sensitive labeling,
tipped on plastic and paper cards and remoist gluing.
October 7, 1996, Laser Tech acquired Pacific Color Connection, Inc.
("Pacific Color"), a provider of digital pre-media services for the advertising
and retail industries. Earlier this year, Pacific Color launched two new
businesses, Innerlogic, an internet group, and Big Color, a large format
advertising products group which services the outdoor advertising industry.
On March 21, 1996, Big Flower's Board of Directors elected to change the
Company's fiscal year from a 12-month period ending June 30th to a calendar
year.
Big Flower is a Delaware corporation with its principal executive offices
at 3 East 54th Street, New York, New York 10022; telephone (212) 521-1600.
THE OFFERING
Common Stock offered . . . . . . . . . 1,315,704(1) shares
Common Stock outstanding . . . . . . . 14,715,745(2) shares
Use of proceeds. . . . . . . . . . . . Big Flower will not receive any
proceeds from the offering of Common
Stock hereby (the "Offering")
New York Stock Exchange Symbol . . . . "BGF"
____________________
(1) Includes 736,559 shares which may be issued upon exercise of existing
options.
(2) Does not include 3,484,114 shares of Common Stock reserved for issuance
under Big Flower's Restated 1993 Stock Award and Incentive Plan (the
"Plan"), of which options (the "Options") to purchase 1,270,582 shares
of Common Stock have been granted, of which 289,047 Options are
presently exercisable.
4
<PAGE>
THE SELLING STOCKHOLDERS
The Selling Stockholders are or were officers, members of management and
other key employees of the Company (including surviving spouses thereof), and
directors of Big Flower, who have purchased shares of Common Stock and/or have
been granted Options under the Plan.
RISK FACTORS
An investment in the Common Stock involves significant risks that a
potential investor should carefully consider. See "Risk Factors."
5
<PAGE>
RISK FACTORS
Prospective purchasers of the Common Stock should carefully review the
information contained elsewhere in, and incorporated by reference into, this
Prospectus and should particularly consider the following matters.
COMPETITION
Although commercial printing in the United States remains highly
fragmented, recent technological developments and over-capacity in the printing
industry have increased industry consolidation and competitive pressures. The
Company believes the major competitive elements in the printing business, as
well as the Company's principal methods of competition, are pricing, quality,
timeliness of delivery and customer service. Pricing is dependent in large part
upon the prices of paper and ink, which are the major components of the
Company's product. Pricing is also influenced by shipping costs, operating
efficiencies and the Company's ability to control costs. See - "Raw Materials-
Paper."
The advertising circular industry is highly fragmented, and Treasure
Chest competes with numerous regional and local printers for the printing of
advertising circulars. Treasure Chest also competes for national accounts with
several large printers, some of which have greater resources than the Company.
In addition, Treasure Chest's products compete with television, radio and other
forms of print media. Treasure Chest has one major competitor in the printing
of Sunday comics in the United States which is Sullivan Graphics, a division of
Sullivan Communications Incorporated, although numerous newspapers print their
own Sunday comics. Treasure Chest's newspaper TV listing guides, Sunday magazine
and newspaper supplement operations also face strong competition both from other
printers and newspapers. Treasure Chest's major competitors are R.R. Donnelley
& Sons Company, Quebecor Printing Corporation and Sullivan Communications
Incorporated.
In the electronic pre-media services market, Laser Tech's major
competitors are Applied Graphic Technologies, Inc., Wace USA and Schawk
Graphics. Like commercial printing, the pre-media industry is highly fragmented
and undergoing a period of consolidation. Pre-media manufacturing requires high
degrees of color management expertise applied to very large image data files.
The acceleration of digital manufacturing methodologies has necessitated greater
data processing expertise, as well as comparatively greater capital expenditure.
Webcraft competes with a number of different firms in each of its
principal lines of business. The primary competitive factors in its specialty
market are quality, flexibility, service, timeliness of delivery and price.
However, in certain non-specialty markets, such as the enhanced envelope and
government printing markets, price is often the dominant factor. In the
personalized direct mail market Webcraft's major competitors are Response
Graphics, a division of Moore Business Forms, Inc., and Communicolor, a division
of Wallace Computer Services Inc. Lottery contracts are awarded to printers
through a competitive bidding process based on preset criteria including
product, security plan and features, experience, service, quality and price.
There can be no assurance that the lottery contracts the Company currently has
will be extended once their term has expired. In the lottery market, Webcraft's
major competitors are Scientific Games, Inc., Dittler Brothers, Inc. and British
American Bank Note. In the fragrance sampler market, Webcraft believes that its
major competition is Arcade, Inc.
6
<PAGE>
RAW MATERIALS -- PAPER
The Company's results of operations are significantly impacted by the
cost of paper, and the ability of the Company to pass along any increases in the
cost of paper to its customers. During the twelve months ended June 30, 1995,
the Company experienced substantial increases in the cost of its paper but was
able to effectively pass on the paper cost increases to its customers. In early
1996, reduced demand has made certain grades of paper more readily available,
which has resulted in paper price decreases with respect to such grades. To the
extent that there are future paper cost increases and the Company is not able to
pass such increases to its customers or its customers reduce the size of their
print advertising programs, the Company's results of operations could be
materially adversely affected.
Moreover, any loss of the sources for paper supply or any disruption in
such sources' business or failure by them to meet the Company's product needs on
a timely basis could cause, at a minimum, temporary shortages in needed
materials which could have a material adverse effect on the Company's results of
operations. Although the Company actively manages its paper supply and has
established strong relationships with its suppliers, which include many of the
leading paper companies in North America, there can be no assurance that the
Company's sources of supply for its paper will be adequate or, in the event that
such sources are not adequate, that alternative sources can be developed in a
timely manner.
ENVIRONMENTAL REGULATION
The Company is subject to federal, state and local laws, regulations and
ordinances that (i) govern activities or operations that may have adverse
environmental effects, such as discharges to air and water, as well as handling
and disposal practices for solid and hazardous wastes, and (ii) impose liability
for the costs of cleaning up, and certain damages resulting from, sites of past
spills, disposals or other releases of hazardous substances (together,
"Environmental Laws").
The Company uses certain substances and generates certain wastes that are
regulated or may be deemed hazardous under applicable Environmental Laws. From
time to time, operations of the Company have resulted or may result in certain
non-compliance with applicable requirements under the Environmental Laws.
However, the Company believes, based on currently available information, that
any such non-compliance under current Environmental Laws would not have a
material adverse effect on the Company's results of operations and financial
condition. However, there can be no assurance that such matters will not
ultimately have such an effect.
The Company's acquisition of Webcraft resulted in certain obligations
under the New Jersey Industrial Site Recovery Act, formerly known as the
Environmental Cleanup Responsibility Act (together, "ISRA"), which is triggered
by the transfer of industrial property. For all but three sites, the New Jersey
Department of Environmental Protection ("NJDEP") approved the transfer of
Webcraft's facilities without requiring any further investigatory or cleanup
work under ISRA. At two sites, Webcraft and the NJDEP agreed that Webcraft
would continue to maintain financial guarantees that were previously established
pursuant to ISRA (in the amount of $100,000 for one facility and $1,000,000 for
the second), continue site investigations that were already underway, and
institute remediation measures as appropriate, based on its investigations. At
the third site, Webcraft established a nominal financial guarantee which the
Company believes will be sufficient to cover the costs of investigating and
remediating any contamination discovered there. The Company has obtained an
indemnification from the selling shareholders of Webcraft for certain costs
resulting from pre-existing conditions pertaining to Webcraft, including but not
limited to environmental matters. This indemnification is subject to certain
limitations, including threshold requirements and a maximum liability cap of
$4.8 million. With respect to Webcraft's ISRA obligations, the Company believes,
based on the indemnification agreement, as well as potential
7
<PAGE>
contribution from a third party for contamination at one such site, and existing
cost estimates for all such sites, that its liability for such matters will not
have a material adverse effect on the Company's consolidated financial position
or results of operations. However, there can be no assurance that such matters
will not ultimately have such an effect.
Treasure Chest and Webcraft have been identified as potentially
responsible parties ("PRPs") for the cleanup of contamination resulting from
disposals of hazardous waste pursuant to the Comprehensive Environmental
Response, Compensation, and Liability Act of 1980, as amended ("CERCLA" or
"Superfund") and analogous state laws. Courts have interpreted CERCLA to impose
strict, joint and several liability upon all persons liable for response costs
at a cleanup site if the harm at the site is indivisible. This generally means
that each responsible party could be held liable for the entire costs of the
necessary response actions at a Superfund site. As a practical matter, however,
at sites where there are multiple PRPs for a cleanup, the costs of cleanup
typically are allocated, according to a volumetric or other standard, among the
parties. CERCLA also provides that responsible parties generally may seek
contribution for the costs of cleaning up a site from other responsible parties.
Thus, if one party is required to clean up an entire site, that party can seek
reimbursement or recovery of such costs from other responsible parties.
Treasure Chest has been identified as a PRP at two sites pursuant to
CERCLA, and one additional site pursuant to analogous state laws, to which sites
Treasure Chest, among others, sent waste in the past. Treasure Chest believes
that, with respect to one site, its liability will not be material, and the
Company has established a nominal reserve to cover any such liability. With
respect to the other two sites, Treasure Chest believes that it is, or may be
responsible for a very minor portion, if any, of the total cleanup costs at each
such site. As a result, based on a review of the data available to the Company
regarding each such site, including the number and viability of other PRPs, the
minor volumes of waste which Treasure Chest is alleged to have contributed, the
range of likely cleanup costs, and a comparison of Treasure Chest's alleged
liability at each such site to settlements previously reached by Treasure Chest
in similar cases, the Company believes that such matters will not result in
liabilities or expenditures that will have a material adverse effect on the
Company's consolidated financial position or results of operations. Nonetheless,
because neither the final total cleanup costs at each of the remaining sites
have been ascertained nor Treasure Chest's final proportionate share determined,
there can be no assurance that such matters, or any similar liabilities that
arise in the future, will not ultimately have such an effect.
Webcraft has been identified as a PRP at one site pursuant to CERCLA and
analogous state law, to which site Webcraft, among others, sent waste in the
past. Based on the minor volumes of waste which Webcraft is alleged to have
contributed, the range of likely cleanup costs, and the indemnification
agreement between the Company and the selling shareholders of Webcraft, the
Company believes that this matter will not result in liabilities or expenditures
that will have a material adverse effect on the Company's consolidated financial
position or results of operations. However, because neither the final total
cleanup costs at this site have been ascertained nor Webcraft's final
proportionate share determined, there can be no assurance that such matters, or
any similar liabilities that arise in the future, will not ultimately have such
an effect. In addition, in 1990, the United States Environmental Protection
Agency (the "EPA") identified Webcraft as a PRP, among others, pursuant to
CERCLA for regional groundwater contamination in the vicinity of Webcraft's
Chalfont, Pennsylvania facility. Webcraft responded to the EPA notice
disclaiming any responsibility for such contamination. As of the present time,
Webcraft has heard nothing further from the EPA regarding this matter. Based on
an indemnification agreement with the prior site owner, as well as the
indemnification agreement with the selling shareholders of Webcraft, the Company
believes that its liability, if any, at this site will not be material. However,
there can be no assurance that this matter will not ultimately have such an
effect.
8
<PAGE>
HIGH LEVEL OF INDEBTEDNESS
In connection with the acquisitions of Treasure Chest, KTB, Retail
Graphics, Laser Tech and Webcraft (the "Transactions"), Big Flower incurred a
significant amount of indebtedness. At June 30, 1996, Big Flower's
indebtedness was approximately $384.6 million and its total stockholders'
equity was approximately $77.2 million. Subsequent to June 30, 1996, Big
Flower borrowed an additional $4.5 million, $50.7 million and $20.5 million
to fund its acquisitions (including repayment of debt) of Scanforms, Printco
and Pacific Color, respectively. In addition, the Company has significant
commitments under operating leases and approximately $75 million was
outstanding under Big Flower's securitized financing whereby certificates
secured by Big Flower's receivables were originally purchased by Bankers
Trust Company and Credit Suisse. See note 11 of the notes to consolidated
financial statements of Big Flower relating to future lease commitments. At
June 30, 1996, the Company had approximately $149.5 million of borrowing
capacity for acquisitions, working capital and capital expenditures under its
loan agreement. In addition, the Company could incur additional
indebtedness, which amounts could be significant, in connection with any
future acquisitions. The level of the Company's indebtedness could have
important consequences to stockholders, including: (i) a substantial portion
of the Company's cash flow from operations must be dedicated to debt service
and will not be available for other purposes; (ii) the Company's ability to
obtain additional debt financing in the future for working capital, capital
expenditures or acquisitions may be limited; (iii) the Company's level of
indebtedness could limit its flexibility in reacting to changes in the
printing industry and economic conditions generally; and (iv) the Company is
subject to restrictions on the ability of the Company to pay dividends.
Certain of the Company's competitors currently operate on a less leveraged
basis, and have significantly greater operating and financing flexibility,
than the Company.
CONTROL
R. Theodore Ammon (Chairman of the Board of Big Flower) and Apollo Big
Flower Partners, L.P. ("Apollo") beneficially own approximately 15.2% and 30.4%,
respectively, of the outstanding Common Stock, excluding in such calculations
1,738,692 shares of non-voting Class B Stock, which under certain circumstances
is convertible into Common Stock. As a result of such ownership and certain
provisions of Big Flower's Restated Certificate of Incorporation (the
"Certificate"), Amended and Restated Bylaws (the "Bylaws"), and the Shareholders
Rights Plan (the "Rights Plan"), Mr. Ammon and Apollo could have the ability to
effectively control the Company. See "--Anti-takeover Effects of Provisions of
the Restated Certificate of Incorporation, Bylaws and Rights Plan."
ANTI-TAKEOVER EFFECTS OF PROVISIONS OF THE RESTATED CERTIFICATE OF
INCORPORATION, BYLAWS AND RIGHTS PLAN
Certain provisions of the Certificate and Bylaws may be deemed to have
anti-takeover effects and may delay, defer or prevent a takeover attempt that a
stockholder might consider in its best interest. Among other things, these
provisions (i) classify the Company's Board of Directors into three classes,
each of which will serve for different three-year periods, (ii) provide that
only the Board of Directors or certain members thereof or officers of the
Company may call special meetings of the stockholders, (iii) eliminate the
ability of the stockholders to take any action without a meeting, and (iv)
provide for an 85% supermajority vote of holders of Common Stock to remove
directors (who may be removed only for cause) and to amend such provisions or
the Bylaws. In addition, the Bylaws establish certain advance notice procedures
for nomination of candidates for election as directors and for stockholder
proposals to be considered at stockholders' meetings. The Company has also
adopted a Rights Plan designed to prevent any person or group from acquiring
beneficial ownership of 15% or more of the Common Stock without the prior
approval of the Company's Board of Directors.
9
<PAGE>
USE OF PROCEEDS
Big Flower will not receive any proceeds from the Offering.
SELLING STOCKHOLDERS
The Selling Stockholders are or were officers, members of management and
other key employees of the Company (including surviving spouses thereof), and
directors of Big Flower, who have purchased shares of Common Stock and/or have
been granted Options under the Plan. There are currently an additional
1,328,213 shares of Common Stock reserved under the Plan for issuance.
The following table sets forth certain information concerning the shares
of Common Stock offered by this Prospectus:
Beneficially
------------
Owned Shares Subject
----- --------------
Name of Selling Stockholder Shares to Options
-------------------------- ------ -----------
R. Theodore Ammon -- 300,000 (1)
Robert S. Andrews 10,725 6,221 (2)
William F. Brickman 14,157 8,211 (3)
James D. Brodowski 4,290 2,489 (4)
Donald R. Brueckner 29,172 16,920 (5)
Donald L. Brumfield 21,450 12,441 (6)
William J. Bryant 14,157 8,211 (7)
Bruce E. Cimino 3,003 1,742 (8)
Danny Coffee 10,725 6,221 (9)
Ms. Kenneth B. Erickson 56,627 32,844(10)
David E. Glick 42,899 24,882(11)
C. Byron Hyde 8,580 4,977(12)
Steven R. Kubalik 8,580 4,977(13)
Roger L. Lemieux 14,157 8,211(14)
Landis M. MacIntosh 21,450 12,441(15)
Robert E. Mason, Jr. 27,885 16,173(16)
Thomas J. McGrath 14,157 8,211(17)
Roger G. McGregor 14,157 8,211(18)
John F. Nelson 10,725 6,221(19)
Richard B. Olerich 56,627 32,844(20)
Robert D. Palmquist 10,725 6,221(21)
10
<PAGE>
Rich P. Post 2,574 1,493(22)
James Renziehausen 14,157 8,211(23)
Peter A. Ribaudo 21,450 12,441(24)
Donald E. Roland 89,659 52,003(25)
Larry A. Santillo 1,716 996(26)
Sanford G. Scheller -- 100,646(27)
William E. Swanson 18,018 10,451(28)
Gary A. Whitmer 6,006 3,484(29)
John R. Wills 2,145 1,245(30)
Thomas R. Zimmer 29,172 16,920(31)
------- -------
Total 579,145 736,559
_______________
(1) The Options are subject to vesting over the next three years.
(2) Includes Options to purchase 2,488 shares of Common Stock which are
presently exercisable, and the remainder of Options are subject to
vesting over the next three years.
(3) Includes Options to purchase 3,284 shares of Common Stock which are
presently exercisable, and the remainder of Options are subject to
vesting over the next three years.
(4) Includes Options to purchase 996 shares of Common Stock which are
presently exercisable, and the remainder of Options are subject to
vesting over the next three years.
(5) Includes Options to purchase 6,768 shares of Common Stock which are
presently exercisable, and the remainder of Options are subject to
vesting over the next three years.
(6) Includes Options to purchase 4,976 shares of Common Stock which are
presently exercisable, and the remainder of Options are subject to
vesting over the next three years.
(7) Includes Options to purchase 3,284 shares of Common Stock which are
presently exercisable, and the remainder of Options are subject to
vesting over the next two years.
(8) Includes Options to purchase 697 shares of Common Stock which are
presently exercisable, and the remainder of Options are subject to
vesting over the next three years.
(9) Includes Options to purchase 2,488 shares of Common Stock which are
presently exercisable, and the remainder of Options are subject to
vesting over the next three years.
(10) Includes Options to purchase 13,138 shares of Common Stock which are
presently exercisable, and the remainder of Options are subject to
vesting over the next three years.
(11) Includes Options to purchase 9,953 shares of Common Stock which are
presently exercisable, and the remainder of Options are subject to
vesting over the next three years.
(12) Includes Options to purchase 1,991 shares of Common Stock which are
presently exercisable, and the remainder of Options are subject to
vesting over the next three years.
(13) Includes Options to purchase 1,991 shares of Common Stock which are
presently exercisable, and the remainder of Options are subject to
vesting over the next three years.
(14) Includes Options to purchase 3,284 shares of Common Stock which are
presently exercisable, and the remainder of Options are subject to
vesting over the next three years.
(15) Includes Options to purchase 2,488 shares of Common Stock which are
presently exercisable, and the remainder of Options are subject to
vesting over the next two years.
(16) Includes Options to purchase 6,469 shares of Common Stock which are
presently exercisable, and the remainder of Options are subject to
vesting over the next three years.
(17) Includes Options to purchase 3,284 shares of Common Stock which are
presently exercisable, and the remainder of Options are subject to
vesting over the next three years.
11
<PAGE>
(18) Includes Options to purchase 3,284 shares of Common Stock which are
presently exercisable, and the remainder of Options are subject to
vesting over the next three years.
(19) All options are presently exercisable.
(20) Includes Options to purchase 13,138 shares of Common Stock which are
presently exercisable, and the remainder of Options are subject to
vesting over the next three years.
(21) Includes Options to purchase 2,488 shares of Common Stock which are
presently exercisable, and the remainder of Options are subject to
vesting over the next three years.
(22) Includes Options to purchase 597 shares of Common Stock which are
presently exercisable, and the remainder of Options are subject to
vesting over the next three years.
(23) Includes Options to purchase 3,284 shares of Common Stock which are
presently exercisable, and the remainder of Options are subject to
vesting over the next three years.
(24) Includes Options to purchase 4,976 shares of Common Stock which are
presently exercisable, and the remainder of Options are subject to
vesting over the next three years.
(25) Includes Options to purchase 20,801 shares of Common Stock which are
presently exercisable, and the remainder of Options are subject to
vesting over the next three years.
(26) Includes Options to purchase 398 shares of Common Stock which are
presently exercisable, and the remainder of Options are subject to
vesting over the next three years.
(27) Includes Options to purchase 67,098 shares of Common Stock which are
presently exercisable, and the remainder of Options are subject to
vesting over the next month.
(28) Includes Options to purchase 4,180 shares of Common Stock which are
presently exercisable, and the remainder of Options are subject to
vesting over the next three years.
(29) Includes Options to purchase 1,394 shares of Common Stock which are
presently exercisable, and the remainder of Options are subject to
vesting over the next three years.
(30) Includes Options to purchase 498 shares of Common Stock which are
presently exercisable, and the remainder of Options are subject to
vesting over the next three years.
(31) Includes Options to purchase 6,768 shares of Common Stock which are
presently exercisable, and the remainder of Options are subject to
vesting over the next three years.
12
<PAGE>
PLAN OF DISTRIBUTION
The Selling Stockholders may offer the Common Stock from time to time
following effectiveness of the registration statement of which this Prospectus
constitutes a part. The Selling Stockholders may sell the Common Stock (i) in
transactions on the NYSE; (ii) to or through underwriters or dealers; (iii)
directly to one ore more other purchasers; (iv) through agents on a best-efforts
basis; or (v) through a combination of any such methods of sale. The Common
Stock may be sold from time to time in one or more transactions at a fixed price
or prices, which may be changed, or at market prices prevailing at the time of
sale or prices related to such prevailing market prices, or at negotiated
prices.
To the extent required by law, an accompanying prospectus supplement with
respect to the Common Stock offered thereunder will set forth the terms of the
offering of such Common Stock, including the name or names of any underwriters,
dealers or agents, the purchase price of the Common Stock, any initial public
offering price, any applicable underwriting discounts and sales agents'
commissions and other items constituting underwriters' or agents' compensation
from the Selling Stockholders, and any discounts, concessions or commission
allowed or reallowed or paid by any underwriters to other dealers. Any initial
public offering price and any discounts or concessions allowed or reallowed or
price to brokers or dealers may be changed from time to time. Any discounts or
commissions received by underwriters, brokers or agents and any profits on the
resale of the Common Stock by them may be deemed to be underwriting discounts
and commissions under the Act. Unless otherwise set forth in the prospectus
supplement, the obligations of any underwriters to purchase the Common Stock
will be subject to certain conditions precedent, and such underwriters will be
obligated to purchase all such Common Stock, if any shares are purchased.
Unless otherwise indicated in the prospectus supplement, any agent will be
acting on a best efforts basis for the period of its appointment.
Brokers, agents and dealers participating in the sale of the Common Stock
may be deemed to be "underwriters" within the meaning of Section 2(11) of the
Act.
LEGAL MATTERS
Certain legal matters with respect to the shares of the Common Stock
offered hereby have been passed upon for Big Flower by Skadden, Arps, Slate,
Meagher & Flom, Los Angeles, California.
EXPERTS
The consolidated financial statements of Big Flower and Treasure Chest
and the related consolidated financial statement schedules for the year ended
December 31, 1995 included in Big Flower's Transition Report on Form 10-K for
the transition period from July 1, 1995 to December 31, 1995 and incorporated
herein by reference have been audited by Deloitte & Touche LLP, independent
auditors, as stated in their reports, appearing therein and incorporated by
reference herein. Such consolidated financial statements and related financial
statement schedules are incorporated by reference herein in reliance upon the
reports of such firm given upon their authority as experts in accounting and
auditing.
The consolidated financial statements of Webcraft at December 31, 1995
and 1994, and for each of the three years in the period ended December 31, 1995
included in Big Flower's Current Report on Form 8-K reporting an event on March
14, 1996 which is incorporated by reference herein have been audited by Ernst &
13
<PAGE>
Young LLP, independent auditors, as set forth in their report thereon included
therein and incorporated therein by reference. Such consolidated financial
statements are incorporated herein by reference in reliance upon such reports
given upon the authority of such firm as experts in accounting and auditing.
The consolidated financial statements and consolidated financial
statement schedule of Scanforms at October 1, 1995, and for each of the three
years in the period ended October 1, 1995, included in Scanforms Annual
Report on Form 10-K for the year ended October 1, 1995 which is incorporated
by reference herein, have been audited by Grant Thornton LLP, independent
auditors, as set forth in their reports thereon included therein and
incorporated herein by reference. Such consolidated financial statements and
schedule are incorporated herein by reference in reliance upon such reports
given upon the authority of such firm as experts in accounting and auditing.
The financial statements of PrintCo., Inc. as of December 31, 1995 and
1994 and for the years then ended appearing in Big Flower's and Scanforms' Proxy
Statement/Prospectus dated September 6, 1996, which financial statements are
incorporated by reference herein, have been audited by Arthur Andersen LLP,
independent public accountants, as set forth in their report thereon included
therein and incorporated herein by reference. Such financial statements are
incorporated herein by reference in reliance upon the authority of said firm as
experts in accounting and auditing in giving said reports.
14
<PAGE>
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
No person has been authorized to give any information or to make any
representations in connection with this offering other than those contained in
this Prospectus and, if given or made, such other information and
representations must not be relied upon as having been authorized by Big Flower.
Neither the delivery of this Prospectus nor any sale made hereunder shall, under
any circumstances, create any implication that there has been no change in the
affairs of Big Flower since the date hereof or that the information contained
herein is correct as of any time subsequent to its date. This Prospectus does
not constitute an offer to sell or a solicitation of an offer to buy any
securities other than the registered securities to which it relates. This
Prospectus does not constitute an offer to sell or a solicitation of an offer to
buy such securities in any circumstances in which such offer or solicitation is
unlawful.
----------------
TABLE OF CONTENTS
Page
Available Information. . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1
Incorporation of Certain Documents by Reference. . . . . . . . . . . . . . . . 1
Prospectus Summary . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 3
Risk Factors . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 6
Use of Proceeds. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .10
Selling Stockholders . . . . . . . . . . . . . . . . . . . . . . . . . . . . .10
Plan of Distribution . . . . . . . . . . . . . . . . . . . . . . . . . . . . .13
Legal Matters. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .13
Experts. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .13
1,315,704 SHARES
BIG FLOWER PRESS HOLDINGS, INC.
COMMON STOCK
------------------
PROSPECTUS
------------------
------------------
October 22, 1996
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
<PAGE>
REGISTRATION STATEMENT
ON
FORM S-8
PART II. INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE.
The following documents, heretofore filed by Big Flower Press Holdings,
Inc. ("Big Flower" or "Registrant") with the Securities and Exchange Commission
pursuant to the Securities Exchange Act of 1934, as amended, are hereby
incorporated by reference, except as superseded or modified herein:
1. The description of Big Flower's capital stock which is contained in
Big Flower's Registration Statement on Form 8-A, dated November 14,
1995;
2. The description of Big Flower's preferred stock purchase rights which
is contained in Big Flower's Registration Statement on Form 8-A, dated
November 14, 1995, and Form 8-A/A, dated November 29, 1995;
3. Big Flower's Transition Report on Form 10-K for the transition period
from July 1, 1995 to December 31, 1995;
4. Big Flower's Amendment No. 1 to the Transition Report on Form 10-K/A
for the transition period from July 1, 1995 to December 31, 1995,
filed on June 24, 1996;
5. Big Flower's Amendment No. 2 to the Transition Report on Form 10-K/A
for the transition period from July 1, 1995 to December 31, 1995,
filed on August 27, 1996;
6. Big Flower's Current Report on Form 8-K, dated February 1, 1996;
7. Big Flower's Current Report on Form 8-K dated March 14, 1996;
8. Big Flower's Current Report on Form 8-K/A, dated March 14, 1996;
9. Big Flower's Current Report on Form 8-Q, for the quarter ended March
31, 1996;
10. Big Flower's Quarterly Report on Form 10-Q for the quarter ended
June 30, 1996;
11. Pro Forma Condensed Combined Financial Information, and the realted
Notes thereto; and PrintCo., Inc. Financial Statements, and the
related Notes thereto, as of December 31, 1995 and 1994 and for
the years then ended, all of which are contained in Big Flower's
and Scanform's Proxy Statement/Prospectus dated September 6, 1996,
forming part of Big Flower's Registration Statement on Form S-4,
dated September 6, 1996;
12. Big Flower's Proxy Statement for its Annual Meeting of
Stockholders filed on October 4, 1996;
16
<PAGE>
13. Big Flower's Current Report on Form 8-K, dated October 1, 1996;
14. Big Flower's Current Report on Form 8-K/A, dated October 1,
1996;
15. Scanforms, Inc. and Subsidiary Financial Statements and Financial
Statement Schedules, and the related Notes thereto, filed with
Scanforms, Inc. Annual Report on Form 10-K for the year ended
October 1, 1995; and
16. Scanforms, Inc. Financial Statements, and the related Notes
thereto, filed with Scanforms, Inc. Quarterly Report on Form 10-Q
for the quarter ended June 30, 1996
All documents filed by Big Flower pursuant to Section 13(a), 13(c), 14 or
15(d) of the Exchange Act, subsequent to the date of this Registration Statement
and prior to the filing of a post-effective amendment which indicates that all
securities offered have been sold or which deregisters all securities then
remaining unsold, shall be deemed to be incorporated by reference herein and to
be a part thereof from the date of filing of such documents. Any statement
contained in a document incorporated or deemed to be incorporated by reference
herein shall be deemed to be modified or superseded for purposes of the
Prospectus to the extent that a statement contained herein or in any other
subsequently filed document which also is or is deemed to be incorporated
by reference herein modified or supersedes such statement. Any statement so
modified or superseded shall not be deemed, except as so modified or superseded,
to constitute a part of this Prospectus.
ITEM 4. DESCRIPTION OF SECURITIES.
Not applicable.
ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL.
Not applicable.
ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
Section 145 of the Delaware General Corporation Law ("Delaware GCL")
empowers a corporation, subject to certain limitations, to indemnify its
directors and officers against expenses (including attorneys' fees, judgments,
fines and certain settlements) actually and reasonably incurred by them in
connection with any suit or proceeding to which they are a party so long as they
acted in good faith and in a manner reasonably believed to be in or not opposed
to the best interests of the corporation, and, with respect to a criminal action
or proceeding, so long as they had no reasonable cause to believe their conduct
to have been unlawful. The Registrant's Restated Certificate of Incorporation
and Amended and Restated Bylaws (the "Bylaws") provide that the Registrant shall
indemnify its directors and such of its officers, employees and agents as the
Board of Directors may determine from time to time, to the fullest extent
permitted by Section 145 of the Delaware GCL.
Section 102 of the Delaware GCL permits a Delaware corporation to include
in its certificate of incorporation a provision eliminating or limiting a
director's liability to a corporation or its stockholders for monetary damages
for breaches of fiduciary duty. The enabling statute provides, however, that
liability for breaches of the duty of loyalty, acts or omissions not in good
faith or involving intentional misconduct, or knowing violation of the law, and
the unlawful purchase or redemption of stock or payment of unlawful dividends or
the receipt of improper personal benefits cannot be eliminated or limited in
this manner. The Registrant's
17
<PAGE>
Restated Certificate of Incorporation and Bylaws include a provision which
eliminates, to the fullest extent permitted by law, director liability for
monetary damages for breaches of fiduciary duty.
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED.
On November 5, 1993, certain officers, members of management and key
employees of Treasure Chest Advertising Company, Inc. ("Treasure Chest")
purchased from the Registrant an aggregate of 400,000 shares of Class C Common
Stock (the "Class C Stock") and 232,000 options to purchase shares of Class C
Stock (the "Options") for an aggregate purchase price of $2,000,000, of which
$828,500 was borrowed from Treasure Chest. The Class C Stock and Options issued
were exempt from registration pursuant to Section 4(2) of the Act.
ITEM 8. EXHIBITS.
Exhibit No. Description
- ----------- -----------
4.1 Restated Certificate of Incorporation of the Registrant. (1)
4.2 Certificate of Designation, Preferences and Rights of Series A
Junior Preferred Stock of the Registrant. (1)
4.3 Rights Agreement, dated November 28, 1995, between the Registrant
and The Bank of New York, as rights agent. (1)
4.4 Amended and Restated Bylaws of the Registrant. (1)
4.5 Specimen of temporary Common Stock certificate of the Registrant.
(2)
4.6 Big Flower Press Holdings, Inc. Restated 1993 Stock Award and
Incentive Plan. (3)
4.7 Amendment No. 1 to Big Flower Press Holdings, Inc.'s Restated
1993 Stock Award and Incentive Plan. (1)
5.1 Opinion of Skadden, Arps, Slate, Meagher & Flom.
23.1 Consent of Deloitte & Touche LLP.
23.2 Consent of Ernst & Young LLP.
23.3 Consent of Grant Thornton LLP.
23.4 Consent of Arthur Andersen LLP.
23.5 Consent of Skadden, Arps, Slate, Meagher & Flom (included in
their opinion filed as Exhibit 5.1).
_________________
(1) Incorporated by Reference to Big Flower Press Holdings, Inc., Form 10-Q,
for the quarter ended December 31, 1995 (File #1-14084).
(2) Incorporated by Reference to Big Flower Press Holdings, Inc., Form S-8,
as filed on March 8, 1996 (File #333-2152).
18
<PAGE>
(3) Incorporated by Reference to Big Flower Press Holdings, Inc., Form 10-K,
for the fiscal year ended June 30, 1995 (File #33-79406).
ITEM 9. 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 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;
(2) That, for the purpose of determining any liability
under the Securities Act of 1933, each such post-effective
amendment shall be deemed to be a new registration statement
relating to the securities offered therein, and the offering of
such securities at that time shall be deemed to be the initial
bona fide offering thereof;
(3) To remove from registration by means of a post-
effective amendment any of the securities being registered which
remain unsold at the termination of the offering.
(b) The undersigned registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act of 1933, each
filing of the registrant's annual report pursuant to Section 13(a)
or 15(d) of the Securities Exchange Act of 1934 (and, where
applicable, each filing of an employee benefit plan's annual report
pursuant to Section 15(d) of the Securities Exchange Act of 1934)
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 of 1933 may be permitted to directors, officers and
controlling persons of the registrant pursuant to the foregoing
provisions, or otherwise, the registrant has been advised that in
the opinion of the Securities and Exchange Commission such
indemnification is against public policy as expressed in the
Securities Act of 1933 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 public policy as expressed in the Securities Act of 1933
and will be governed by the final adjudication of such issue.
19
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the Registrant
has duly caused this Registration Statement to be signed on its behalf by the
undersigned, thereunto duly authorized, in the City of New York, State of New
York, on this 18 day of October 1996.
BIG FLOWER PRESS HOLDINGS, INC.
By:/s/ R. Theodore Ammon
___________________________
R. Theodore Ammon
Chairman of the Board
Pursuant to the requirements of the Securities Act of 1933, this
registration statement has been signed below by the following persons in the
capacities and on the dates indicated. Each person whose signature appears
below hereby authorizes R. Theodore Ammon and/or Mark A. Angelson with full
power of substitution, to file one or more amendments, including post-effective
amendments, to this registration statement, which amendments may make such
changes as R. Theodore Ammon and/or Mark A. Angelson deems appropriate, and each
person whose signature appears below, individually and in each capacity stated
below, hereby appoints R. Theodore Ammon and/or Mark A. Angelson acting
individually, with full power of substitution, as Attorney-in-Fact to execute
his name and on his behalf to file any such amendments to this registration
statement.
Signature Title Date
- --------- ----- ----
/s/ R. Theodore Ammon
_________________________ Chairman of the Board October 18, 1996
R. Theodore Ammon (Principal Executive
Officer; Principal
Financial Officer and
Principal Accounting
Officer)
/s/ Leon D. Black
_________________________ Director October 18, 1996
Leon D. Black
/s/ Peter G. Diamandis
_________________________ Director October 18, 1996
Peter G. Diamandis
/s/ Joan D. Manley
_________________________ Director October 18, 1996
Joan D. Manley
/s/ Newton N. Minow
_________________________ Director October 18, 1996
Newton N. Minow
/s/ Edward T. Reilly
_________________________ Director October 18, 1996
Edward T. Reilly
/s/ Sanford G. Scheller
_________________________ Director October 18, 1996
Sanford G. Scheller
/s/ Edward M. Yorke
_________________________ Director October 18, 1996
Edward M. Yorke
20
<PAGE>
EXHIBIT INDEX
Exhibit No. Exhibit Description Page Number
----------- ------------------- -----------
4.1 Restated Certificate of Incorporation of the
Registrant. (1)
4.2 Certificate of Designation, Preferences and Rights
of Series A Junior Preferred Stock of the Regis-
trant. (1)
4.3 Rights Agreement, dated November 28, 1995, between
the Registrant and The Bank of New York, as rights
agent. (1)
4.4 Amended and Restated Bylaws of the Registrant. (1)
4.5 Specimen of temporary Common Stock certificate of
the Registrant. (2)
4.6 Big Flower Press Holdings, Inc. Restated 1993 Stock
Award and Incentive Plan. (3)
4.7 Amendment No. 1 to Big Flower Press Holdings, Inc.'s
Restated 1993 Stock Award and Incentive Plan. (1)
5.1 Opinion of Skadden, Arps, Slate, Meagher & Flom.
23.1 Consent of Deloitte & Touche LLP.
23.2 Consent of Ernst & Young LLP.
23.3 Consent of Grant Thornton LLP.
23.4 Consent of Arthur Andersen LLP
23.5 Consent of Skadden, Arps, Slate, Meagher & Flom
(included in their opinion filed as Exhibit 5.1).
__________________
(1) Incorporated by Reference to Big Flower Press Holdings, Inc., Form 10-Q,
for the quarter ended December 31, 1995 (File #1-14084).
(2) Incorporated by Reference to Big Flower Press Holdings, Inc., Form S-8, as
filed on March 8, 1996 (File #333-2152).
(3) Incorporated by Reference to Big Flower Press Holdings, Inc., Form 10-K,
for the fiscal year ended June 30, 1995 (File #33-79406).
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EXHIBIT 5.1
October 22, 1996
Big Flower Press Holdings, Inc.
3 East 54th Street
New York, New York 10022
Re: BIG FLOWER PRESS HOLDINGS, INC.
REGISTRATION STATEMENT ON FORM S-8
Ladies and Gentlemen:
We have acted as special counsel to Big Flower Press Holdings, Inc.,
a Delaware corporation (the "Company"), in connection with the filing of its
Registration Statement on Form S-8 (the "Registration Statement") with the
Securities and Exchange Commission (the "Commission") under the Securities
Act of 1933, as amended (the "Act"), in connection with the registration of
1,315,704 shares of Common Stock, par value $.01 per share (the "Common
Stock"), of the Company (the "Shares"). The Shares will be offered for the
account of certain selling stockholders of the Company pursuant to the
reoffer prospectus included in the Registration Statement. The Shares
include (i) 736,559 shares of Common Stock which are issuable upon the
exercise of options to purchase Common Stock (the "Options"), which Options
were originally issued by the Company under the Big Flower Press Holdings,
Inc. Restated 1993 Stock Award and Incentive Plan, as amended (the "Plan"),
and (ii) 579,145 shares of Common Stock which have been granted under the
Plan (the "Issued Shares"). The Options and Issued Shares were previously
issued in a private placement. We have examined originals or copies,
certified or otherwise identified to our satisfaction, of such records of the
Company and such agreements, certificates of public officials, certificates
of officers or other representatives of the Company and others, and such
other documents, certificates and records as we have deemed necessary or
appropriate as a basis for the opinions set forth herein.
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In our examination, we have assumed the legal capacity of all natural
persons, the genuineness of all signatures, the authenticity of all documents
submitted to us as originals, the conformity to original documents of all
documents submitted to us as certified, conformed or photostatic copies and the
authenticity of the originals of such latter documents. In making our
examination of documents executed or to be executed by parties other than the
Company, we have assumed that such parties had or will have the power, corporate
or other, to enter into and perform all obligations thereunder and have also
assumed the due authorization by all requisite action, corporate or other, and
execution and delivery by such parties of such documents and the validity and
binding effect thereof. As to any facts material to the opinions expressed
herein which we have not independently established or verified, we have relied
upon statements and representations of officers and other representatives of the
Company and others.
This opinion is being furnished in accordance with the requirements of
Item 601(b)(5) of Regulation S-K under the Act.
Members of our firm are admitted to the Bar in the State of Delaware
and we do not express any opinion as to the laws of any other jurisdiction.
Based upon and subject to the foregoing, it is our opinion that (i)
upon the issuance and sale of shares of the Common Stock upon the exercise of
the Options granted pursuant to the Plan and receipt by the Company of the
exercise price of such Options, and subject to the Company completing all
procedures required on its part to be taken prior to the issuance of the Common
Stock upon the exercise of the Options pursuant to the terms of the Plan, the
Common Stock to be issued upon exercise of the Options will be validly issued,
fully paid and nonassessable; and (ii) the Issued Shares are validly issued,
fully paid and nonassessable.
This opinion is furnished to you solely for your benefit in connection
with the filing of the Registration Statement and, except as set forth in the
next sentence, is not to be used, circulated, quoted or otherwise referred to
for any other purpose or relied upon by any other person for any purpose without
our prior express written consent. We
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hereby consent to the filing of this opinion with the Commission as Exhibit 5.1
to the Registration Statement. In giving this consent, we do not thereby admit
that we are included in the category of persons whose consent is required under
Section 7 of the Act or the rules and regulations of the Commission.
Very truly yours,
/s/ Skadden, Arps, Slate, Meagher & Flom
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EXHIBIT 23.1
INDEPENDENT AUDITORS' CONSENT
We consent to the incorporation by reference in this Registration Statement
of Big Flower Press Holdings, Inc. on Form S-8 of our reports dated May 3,
1996, appearing in the Transition Report on Form 10-K of Big Flower Press
Holdings, Inc. for the transition period from July 1, 1995 to December 31,
1995, and to the reference to us under the heading "Experts" in the
Prospectus, which is part of this Registration Statement.
/s/ DELOITTE & TOUCHE LLP
DELOITTE & TOUCHE LLP
Baltimore, Maryland
October 22, 1996
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EXHIBIT 23.2
CONSENT OF INDEPENDENT AUDITORS
We consent to the reference to our firm under the caption "Experts" in the
Registration Statement (Form S-8 No. 333-0000) and related Prospectus of Big
Flower Press Holdings, Inc. for the registration of 1,315,704 shares of its
common stock and to the incorporation by reference therein of our report
dated February 23, 1996 with respect to the consolidated financial statements
of Webcraft Technologies, Inc. at December 31, 1995 and 1994, and for each of
the three years in the period ended December 31, 1995 included in the Big
Flower Press Holdings, Inc. Current Report on Form 8-K dated March 14, 1996
filed with the Securities and Exchange Commission.
/s/ ERNST & YOUNG LLP
ERNST & YOUNG LLP
Princeton, New Jersey
October 22, 1996
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EXHIBIT 23.3
CONSENT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS
We have issued our reports dated November 24, 1995 accompanying the
consolidated financial statements and consolidated financial statement
schedule of Scanforms, Inc. and Subsidiary appearing in the Annual Report on
Form 10-K of Scanforms, Inc. for the year ended October 1, 1995. We consent
to incorporation by reference of the aforementioned reports in Registration
Statement No. 33-32152 of Big Flower Press Holdings, Inc. on Form S-8, and in
a Registration Statement on Form S-8 to be filed on October 22, 1996, and the
Post-Effective Amendment No. 1 on Form S-3 to Form S-1 in Registration
Statement No. 33-97082, and to the use of our name as it appears under the
caption "Experts."
/s/ GRANT THORNTON LLP
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Grant Thornton LLP
Philadelphia, Pennsylvania
October 22, 1996
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EXHIBIT 23.4
CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS
As independent public accountants, we hereby consent to the incorporation by
reference in this registration statement of our report dated February 23,
1996 (except with respect to the matter discussed in Note 10, as to which the
date is June 6, 1996) included in Big Flower Press Holdings, Inc.'s S-4
(Registration Statement No. 333-11225) and to all references to our Firm
included in this registration statement.
/s/ ARTHUR ANDERSEN LLP
ARTHUR ANDERSEN LLP
Grand Rapids, Michigan
October 22, 1996
