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- S-4 Registration of securities issued in business combination transactions
- 3.1 Certificate of Incorporation of SGS International, Inc.
- 3.2 By-laws of SGS International, Inc. Adopted on November 8, 2005
- 4.3 Indenture Dated As of December 30, 2005
- 4.6 Supplemental Indenture, Dated April __, 2006
- 4.7 Registration Rights Agreement, Dated As of December 30, 2005
- 5.1 Opinion of Dechert LLP As to the Legality of the Securities to Be Issued
- 9.1 Stockholder Agreement, Dated As If December 30, 2005
- 10.1 Acquisition Agreement Dated As of November 11, 2005
- 10.2 First Amendment to the Acquisition Agreement Dated As of December 30, 2005
- 10.3 Transition Services Agreement Dated As of December 31, 2005
- 10.7 Credit Agreement, Dated As of December 30, 2005
- 10.8 First Amendment to Credit Agreement
- 10.9 Security Agreement, Dated As of December 30, 2005
- 10.10 Canadian Security Agreement, Dated As of December 30, 2005
- 10.11 Debenture Dated As of December 30, 2005
- 10.12 Employment Agreement, Dated December 30, 2005
- 10.13 Amendment, Dated As of January 15, 2006, to Employment Agreement
- 10.14 Supplemental Pension Agreement, Dated As of April 6, 1999
- 10.15 Employment Agreement, Dated As of December 30, 2005
- 10.16 Amendment, Dated As of January 15, 2006, to Employment Agreement
- 10.17 Agreement, Dated As of June 23, 2003, Regarding Reimbursement
- 10.18 Loan Agreement Dated June 30, 2004
- 10.19 First Amendment to Loan Agreement Dated September 14, 2004
- 10.20 Second Amendment to Loan Agreement Dated August 18, 2005
- 10.21 Promissory Note for $3,100,000 Dated June 30, 2004
- 10.22 Employment Agreement, Dated January 27, 2006
- 10.23 Amended and Restated Shareholders' Agreement, Dated June 30, 2004
- 10.24 First Amendment to the Amended and Retated Sharholders' Agreement
- 10.25 Second Amendment to the Amended and Restated Shareholders' Agreement
- 10.26 Stock Purchase Agreement, Dated June 30, 2004
- 10.27 First Amendment to the Stock Purchase Agreement, Dated August 18, 2005
- 10.28 Stock Purchase Agreement, Dated November 4, 2005
- 10.29 Advisory Agreement Between SGS International, Inc. and CVC Management LLC
- 10.30 Deed of Lease Dated As of April 2005
- 10.32 Employement Agreement, Dated As of April 10, 2006
- 10.33 Third Amendment to Loan Agreement
- 12.1 Statement Regarding the Computation of Ration of Earnings to Fixed Charges
- 21.1 Subsidiaries of SGS International, Inc.
- 23.2 Consent of Pricewaterhousecoopers LLP.
- 23.3 Consent of Pricewaterhousecoopers LLP.
- 24.1 Power of Attorney
- 24.2 Power of Attorney
- 25.1 State of Eligibility of Wells Fargo Bank
- 99.1 Form of Letter of Transmittal
- 99.2 Form of Notice of Guaranteed Delivery
- 99.3 Form of Letter to the Holders of SGS International, Inc.
- 99.4 Form of Letter to Brokers, Dealers, Commercial Banks, Trust Companies
- 99.5 Form of Letter to Clients
- 99.6 Guidelines for Certification of Taxpayer Identification Number
- 17 Apr 08 Registration of securities issued in business combination transactions (amended)
- 28 Mar 08 Registration of securities issued in business combination transactions
- 23 Jun 06 Registration of securities issued in business combination transactions (amended)
- 5 May 06 Registration of securities issued in business combination transactions
Exhibit 99.3
SGS INTERNATIONAL, INC.
LETTER TO HOLDERS
To Holders of 12% Senior Subordinated Notes Due 2013:
SGS International, Inc. (the “Company”) is offering upon and subject to the conditions set forth in the Prospectus, dated , 2006 (the “Prospectus”), and the enclosed Letter of Transmittal (the “Letter of Transmittal”), to exchange (the “Exchange Offer”) each $1,000 principal amount of its newly issued 12% Senior Subordinated Notes Due 2013 that have been registered under the Securities Act of 1933, as amended (the “New Notes”), for each $1,000 principal amount of its outstanding unregistered 12% Senior Subordinated Notes Due 2013 (the “Old Notes”), of which $[200,000,000] principal amount is outstanding. The Exchange Offer is being made in order to satisfy certain obligations of the Company contained in the Registration Rights Agreement, dated as of December 30, 2005, by and among the Company, certain of its subsidiaries as guarantors, and UBS Securities LLC and Lehman Brothers, Inc.
Briefly, you may either:
a. Tender all or some of your Old Notes, along with a completed and executed Letter of Transmittal, and receive New Notes in exchange; or
b. Retain your Old Notes.
All tendered Old Notes must be received on or prior to , 2006 at 5:00 p.m., New York City Time, (the “Expiration Date”), as shown in the accompanying Prospectus.
Please review the enclosed Letter of Transmittal and Prospectus carefully. If you have any questions on the terms of the Exchange Offer or questions regarding the appropriate procedures for tendering your Old Notes and the Letter of Transmittal, please call Wells Fargo Bank, N.A. at (800) 344-5128 or write Wells Fargo Bank, N.A., Corporate Trust Operations, MAC N9303-121, 6th & Marquette Avenue, Minneapolis, MN 55479.