SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
______________
FORM 8-K
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CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(D) OF
THE SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported): NOVEMBER 8, 1995
CADMUS COMMUNICATIONS CORPORATION
(Exact Name of Registrant as Specified in Charter)
VIRGINIA 0-12954 54-1274108
(State or Other Jurisdiction (Commission (I.R.S. Employer
of Incorporation) File Number) Identification No.)
6620 WEST BROAD STREET, SUITE 500
RICHMOND, VIRGINIA 23230
(Address of Principal Executive Offices)
REGISTRANT'S TELEPHONE NUMBER, INCLUDING AREA CODE
(804) 287-5680
Item 2. Acquisition or Disposition of Assets
On November 1, 1995, Cadmus Communications Corporation ("Cadmus" or the
"Company") consummated the purchase of the assets of The Software Factory, Inc.
("the Software Factory"), a provider of software packaging and media duplication
services. Pursuant to the terms and conditions of the Asset Purchase Agreement
dated October 13, 1995 (the "Agreement"), among Cadmus, the Software Factory,
and its shareholders, a copy of which is filed as Exhibit 2 hereto and
incorporated herein by reference , Cadmus acquired substantially all of the
assets and assumed certain liabilities and contractual obligations of the
Software Factory.
The purchase price for the assets was $13.5 million, which included $2.0
million value of Cadmus common stock and $11.5 million in current and future
cash payments.
The purchase price was established through arms-length negotiations among
the parties. The source of funds used to acquire the Software Factory will be
provided from the proceeds of the issuance of 1.7 million shares of Cadmus
common stock to be received on or about November 7, 1995, pursuant to
registration statement on Form S-3 (File No. 33-62655).
There are no material relationships between the Software Factory and
Cadmus, or any of Cadmus' affiliates, officers, directors or their associates.
Cadmus has formed Cadmus Software Services, Inc., doing business as the
Software Factory, to market software packaging and media duplication services.
Cadmus intends to continue to use the Norcross, Georgia facilities for the same
or similar purposes.
Item 7. Financial Statements and Exhibits
(a) Financial statements of The Software Factory, Inc.
The financial statements of Software Factory are incorporated by
reference from Item 7 (a) included in Current Report on Form 8-K
dated October 16, 1995.
(b) Pro forma financial statements of Cadmus Communications Corporation
The pro forma financial statements of Cadmus are incorporated by
reference from Item 7 (b) included in the Current Report on Form 8-K
dated October 16, 1995.
(c) Exhibits
Index of Exhibits
Exhibit 2. Asset Purchase Agreement dated as of October 13,
1995 among Cadmus Communications Corporation and Software
Factory - The exhibits to this Agreement are omitted in
accordance with the instructions to Item 601 of Regulation
S-K. A listing of such exhibits is found on page (vi) of the
Agreement and Cadmus hereby undertakes to supply the
Commission supplementary with a copy of any such exhibits upon
request.
Signatures
Pursuant to the requirements of the Securities Exchange Act of 1934, the
Registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized on November 8, 1995.
CADMUS COMMUNICATIONS CORPORATION
By: /s./ C. Stephenson Gillispie, Jr.
C. Stephenson Gillispie, Jr.
Chairman of the Board, President,
and Chief Executive Officer
Exhibit Index
Exhibit Page
2 Asset Purchase Agreement dated as of October 13, 1995
among Cadmus Communications Corporation and The Software
Factory, Inc.