SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(D) OF
THE SECURITIES EXCHANGE ACT OF 1934
DATE OF REPORT (DATE OF EARLIEST EVENT REPORTED): MAY 21, 1996
CADMUS COMMUNICATIONS CORPORATION
(Exact Name of Registrant as Specified in Charter)
VIRGINIA
(State or Other Jurisdiction
of Incorporation)
0-12954
(Commission
File Number)
54-1274108
(I.R.S. Employer
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 May 21, 1996, Cadmus Communications Corporation ("Cadmus") consummated,
through its wholly-owned subsidiary, Cadmus Journal Services, Inc. ("CJS"), the
purchase of all of the outstanding stock of Lancaster Press, Inc. ("Lancaster"),
a Pennsylvania-based producer of scientific, technical and medical journals.
The purchase price paid by Cadmus was approximately $57 million and
consisted of approximately $54 million in cash and $3 million of assumed
indebtedness of Lancaster. Approximately $1.3 million of the $54 million cash
consideration will be retained in trust by the sellers until all purchase
contingencies are finalized, a period not to exceed thirty-five days from the
date of the purchase agreement.
The purchase price was established through arms-length negotiations among
the parties. The source of the cash purchase price paid at closing was the
revolving credit facility extended in January 1996 by Cadmus' four major banks
with Wachovia Bank of North Carolina, N.A., acting as agent. The line of credit
has a five-year term expiring January 2001.
The facilities of Lancaster include a 150,000 square-foot journal printing
and production facility in Lancaster, Pennsylvania; a high-end composition and
electronic pre-press facility in Akron, Pennsylvania; and an electronic products
unit, E-DOC, with operations in Lancaster, Pennsylvania and in Baltimore,
Maryland. Cadmus intends to continue to use these facilities for the same or
similar purposes.
Item 7. Financial Statements and Exhibits
(a) Financial statements of Lancaster Press, Inc
It is impracticable to file the required financial statements of
Lancaster Press, Inc. at the time of the filing of this report,
but such statements will be filed under cover of Form 8-K/A not
later than August 4, 1996.
(b) Pro forma financial statements for Cadmus
It is impracticable to file the required pro forma financial
statements at the time of the filing of this report, but such
statements will be filed under cover of Form 8-K/A not later
than August 4, 1996.
(c) Index of Exhibits
2. Stock Purchase Agreement dated as of May 21, 1996 among
Lancaster Press, Inc. and Cadmus Communications Corporation -
The schedules to this Agreement are omitted in accordance
with the instructions to Item 601 of Regulation S-K. A
listing of such schedules is found on page (iv) of the
Agreement and Cadmus hereby undertakes to supply the
Commission supplementally with a copy of any such schedules
upon request.
99. Press Release dated May 22, 1996
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 daily authorized on June 5, 1996.
CADMUS COMMUNICATIONS CORPORATION
By: /s/ C. STEPHENSON GILLISPIE, JR.
C. Stephenson Gillispie, Jr.
Chairman, President, and Chief
Executive Officer