<PAGE>
AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON SEPTEMBER 4, 1996
REGISTRATION NO. 333-11225
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- --------------------------------------------------------------------------------
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
------------------------
AMENDMENT NO. 1
TO
FORM S-4
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
------------------------
BIG FLOWER PRESS HOLDINGS, INC.
(Exact Name of Registrant as Specified in Its Charter)
<TABLE>
<S> <C> <C>
DELAWARE 2752 13-3768322
(State Or Other Jurisdiction (Primary Standard Industrial (I.R.S. Employer
Of Incorporation Or Classification Code Number) Identification
Organization) Number)
</TABLE>
3 EAST 54TH STREET
NEW YORK, NEW YORK 10022
(212) 521-1600
(Address, Including Zip Code, And Telephone Number, Including Area Code, Of
Registrant's Principal Executive Offices)
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:
<TABLE>
<S> <C>
HERBERT HENRYSON II, Esq. BLAINE V. FOGG, Esq.
Wolf, Block, Schorr and Solis-Cohen Skadden, Arps, Slate, Meagher & Flom
Twelfth Floor Packard Building 919 Third Avenue
S.E. Corner 15th and Chestnut Streets New York, New York 10022
Philadelphia, Pennsylvania 19102-2678 (212) 735-3000
(215) 977-2000
</TABLE>
------------------------
APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO THE PUBLIC: As soon as
practicable after this Registration Statement is declared effective and all
other conditions to the merger (the "Merger") of Scanforms Acquisition Corp.
("Merger Sub"), an indirect, wholly owned subsidiary of Big Flower Press
Holdings, Inc. (the "Registrant" or "Big Flower"), with and into Scanforms, Inc.
("Scanforms"), as described in the enclosed Proxy Statement/ Prospectus, have
been satisfied or waived.
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<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act, 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, New York, on
August 28, 1996.
BIG FLOWER PRESS HOLDINGS, INC.
By: /s/ R. THEODORE AMMON
-----------------------------------
R. Theodore Ammon
CHAIRMAN OF THE BOARD AND
CHIEF EXECUTIVE OFFICER
POWER OF ATTORNEY
Each person whose signature appears below, hereby severally and individually
constitute and appoint R. Theodore Ammon and Mark A. Angelson, and each of them,
the true and lawful attorneys and agents (with full power of substitution and
resubstitution in each case) of each of us to execute in the name, place and
stead of each of us (individually and in any capacity stated below) any and all
amendments to this Registration Statement on Form S-4 and all instruments
necessary or advisable in connection therewith and to file the same with the
Securities and Exchange Commission, each of said attorneys and agents to have
the power to act with or without the others and to have full power and authority
to do and perform in the name and on behalf of each of the undersigned every act
whatsoever necessary or advisable to be done in the premises as fully and to all
intents and purposes as any of the undersigned might or could do in person, and
we hereby ratify and confirm our signatures as they may be signed by our said
attorneys and agents or each of them to any and all such amendments and
instruments.
Pursuant to the requirements of the Securities Act, this Registration
Statement has been signed by the following persons in the capacities and on the
dates indicated.
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<C> <S> <C>
SIGNATURE CAPACITY DATE
- ------------------------------------------------ ------------------------------------------ -------------------
/s/ R. THEODORE AMMON Chairman of the Board (Principal Executive
-------------------------------------- Officer, Principal Financial Officer and August 28, 1996
R. Theodore Ammon Principal Accounting Officer)
/s/ EDWARD T. REILLY
-------------------------------------- Director August 28, 1996
Edward T. Reilly
/s/ SANFORD G. SCHELLER
-------------------------------------- Vice Chairman of the Board August 28, 1996
Sanford G. Scheller
/s/ LEON D. BLACK
-------------------------------------- Director August 28, 1996
Leon D. Black
</TABLE>
II-3
<PAGE>
<TABLE>
<C> <S> <C>
SIGNATURE CAPACITY DATE
- ------------------------------------------------ ------------------------------------------ -------------------
/s/ EDWARD M. YORKE
-------------------------------------- Director August 28, 1996
Edward M. Yorke
/s/ PETER G. DIAMANDIS
-------------------------------------- Director August 28, 1996
Peter G. Diamandis
/s/ JOAN DANIELS MANLEY
-------------------------------------- Director August 28, 1996
Joan Daniels Manley
</TABLE>
II-4
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act, the Registrant has duly
caused Amendment No. 1 to the Registration Statement to be signed on its behalf
by the undersigned, thereunto duly authorized, in the City of New York, New
York, on September 4, 1996.
BIG FLOWER PRESS HOLDINGS, INC.
By: /s/ R. THEODORE AMMON
-----------------------------------
R. Theodore Ammon
CHAIRMAN OF THE BOARD AND
CHIEF EXECUTIVE OFFICER
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