As Filed with the Securities and Exchange Commission on August 9, 1999
Registration No. 333-
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-8
REGISTRATION STATEMENT
under
THE SECURITIES ACT OF 1933
WORKFLOW MANAGEMENT, INC.
(Exact name of registrant as specified in its charter)
Delaware 06-1507104
(State of Incorporation) (IRS Employer Identification Number)
240 Royal Palm Way
Palm Beach, Florida 33480
(Address of Principal Executive Offices)
(561) 659-6551
(Registrant's telephone number including area code)
WORKFLOW MANAGEMENT, INC.
1999 Employee Stock Purchase Plan
(Full title of the Plan)
-----------------------------------
Claudia S. Amlie, Esq.
Executive Vice President and General Counsel
Workflow Management, Inc.
240 Royal Palm Way
Palm Beach, Florida 33480
(561) 659-6551
(Name, address and telephone number of agent for service)
-----------------------------------
Copy to:
T. Richard Litton, Jr., Esq.
Kaufman & Canoles
One Commercial Place
P.O. Box 3037
Norfolk, Virginia 23514
(757) 624-3241
CALCULATION OF REGISTRATION FEE
- --------------------------------------------------------------------------------
Proposed Proposed
Title of Maximum Maximum
Securities Amount Offering Aggregate Amount of
to be to be Price Offering Registration
Registered Registered(1) Per Share Price Fee(2)
- --------------------------------------------------------------------------------
Common Stock, par
value $.001 per 500,000
share shares $9.88 $4,940,000 $1,373.32
- --------------------------------------------------------------------------------
(1) Also registered hereunder are such additional number of shares of Common
Stock, presently indeterminable, as may be necessary to satisfy the antidilution
provisions of the 1999 Employee Stock Purchase Plan to which this Registration
Statement relates.
(2) The registration fee has been calculated in accordance with Rule 457(c) and
457(h) with respect to the 500,000 shares of Common Stock registered hereby on
the basis of 85% of the price of shares of the Company's Common Stock on the
NASDAQ National Market on August 5, 1999.
PART I
INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS
Note: The document(s) containing the information required by Item 1 of
Form S-8 and the statement of availability of registrant information and any
other information required by Item 2 of Form S-8 will be sent or given to
participants as specified by Rule 428 under the Securities Act of 1933, as
amended (the "Securities Act"). In accordance with Rule 428 and the requirements
of Part I of Form S-8, such documents are not being filed with the Securities
and Exchange Commission (the "Commission") either as part of this Registration
Statement or as prospectuses or prospectus supplements pursuant to Rule 424
under the Securities Act. Workflow Management, Inc. (the "Registrant"' or the
"Company") shall maintain a file of such documents in accordance with the
provisions of Rule 428. Upon request, the Registrant shall furnish the
Commission or its staff a copy or copies of all of the documents included in
such file.
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PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference
The Company hereby incorporates by reference the documents listed in (a)
through (d) below. In addition, all documents subsequently filed by the Company
pursuant to Section 13(a), 13(c), 14 and 15(d) of the Securities Exchange Act of
1934, as amended (the "Exchange Act") (prior to 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 in this Registration Statement and to be a part hereof
from the date of filing of such documents.
(a) The Company's Annual Report on Form 10-K for the fiscal year ended
April 24, 1999.
(b) All other reports filed by the Company pursuant to Section 13(a) of
the Exchange Act since April 24, 1999, including the Company's current report on
Form 8-K filed May 4, 1999.
(c) The description of the Company's Common Stock which is incorporated by
reference in the Registration Statement on Form 8-A filed by the Company under
the Exchange Act on June 9, 1998, including any amendment or report filed for
the purpose of updating such description.
Item 4. Description of Securities
Inapplicable.
Item 5. Interests of Named Experts and Counsel
Inapplicable
Item 6. Indemnification of Directors and Officers
Article 9 of the Company's Certificate of Incorporation provides that the
Company will indemnify its directors and officers to the fullest extent
permitted by the General Corporation Law of the State of Delaware.
Section 145 of the General Corporation Law of the State of Delaware
permits a corporation, under specified circumstances, to indemnify its
directors, officers, employees or agents against expenses (including attorney's
fees), judgments, fines and amounts paid in settlements actually and reasonably
incurred by them in connection with any action, suit or proceeding brought by
third parties by reason of the fact that they were or are directors, officers,
employees or agents of the corporation if such directors, officers, employees or
agents acted in good faith and in a manner they reasonably believed to be in or
not opposed to the best interests of the corporation and, with respect to any
criminal action or proceeding, had no reason to believe their conduct was
unlawful. In a derivative action, i.e., one by or in the right of the
corporation, indemnification may be made only for expenses actually and
reasonably incurred by directors, officers, employees or agents in connection
with the defense or settlement of an action or suit, and only with respect to a
matter as to which they shall have acted in good faith and in a manner they
reasonably believed to be in or not opposed to the best interests of the
corporation, except that no indemnification shall be made if such person shall
have been adjudged liable to the corporation, unless and only to the extent that
the court in which the action or suit was brought shall determine upon
application that the defendant directors, officers, employees or agents are
fairly and reasonably entitled to indemnity for such expenses despite such
adjudication of liability.
Article 8 of the Certificate of Incorporation states that directors of the
Company will not be liable to the Company or its stockholders for monetary
damages for any breach of fiduciary duty as a director, except for liability:
(i) for any breach of the director's duty of loyalty to the Company or its
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stockholders; (ii) for acts or omissions not in good faith or which involve
intentional misconduct or a knowing violation of law, (iii) under Section 174 of
the General Corporation Law of the State of Delaware, which makes directors
liable for unlawful dividends or unlawful stock repurchases or redemptions; or
(iv) for any transaction from which the director derived an improper personal
benefit.
Article VI of the Company's By-laws provides that the Company will
indemnify its officers and directors (and those serving at the request of the
Company as an officer or director of another corporation, partnership, joint
venture, trust or other enterprise), and may indemnify its employees and agents
(and those serving at the request of the Company as an employee or agent of
another corporation, partnership, joint venture, trust or other enterprise),
against expenses (including attorney's fees), judgments, fines and amounts paid
in settlement actually and reasonably incurred, if such officer, director,
employee or agent acted in good faith and in a manner reasonably believed to be
in or not opposed to the best interests of the Company, and with respect to any
criminal action or proceeding, had no reasonable cause to believe his conduct
was unlawful. In a derivative action, indemnification shall be limited to
expenses (including attorney's fees) actually and reasonably incurred by such
officer, director, employee or agent in the defense or settlement of such action
or suit, and no indemnification shall be made in respect to any claim, issue or
matter as to which such person shall have been adjudged to be liable to the
Company unless and only to the extent that the Delaware Court of Chancery or the
court in which such action or suit was brought shall determine upon application
that, despite the adjudication of liability but in view of all the circumstances
of the case, such person is fairly and reasonably entitled to indemnity for such
expenses which the Delaware Court of Chancery or such other court shall deem
proper.
Unless the Board of Directors otherwise determines in a specific case,
expenses incurred by an officer or director in defending a civil or criminal
action, suit or proceeding shall be paid by the Company in advance of the final
disposition of such action, suit or proceeding upon receipt of an undertaking by
or on behalf of the officer or director to repay such amount if it shall
ultimately be determined that he is not entitled to be indemnified by the
Company.
Item 7. Exemption from Registration Claimed
Not Applicable.
Item 8. Exhibits
Number Description
4.1* Certificate of Incorporation of the Registrant
4.2* Certificate of Amendment of Certificate of Incorporation of
Registrant
4.3** Amended and Restated By-Laws of the Registrant
4.4* Specimen certificate representing the Common Stock of
Registrant
5.1 Opinion of Kaufman & Canoles
23.1 Consent of Kaufman & Canoles (included in Exhibit 5.1)
23.2 Consent of PricewaterhouseCoopers LLP
24.1 Power of Attorney (included as part of the signature page
to this Registration Statement)
99.1 Workflow Management, Inc. 1999 Employee Stock Purchase Plan
- ------------------
*Incorporated herein by reference from the Registrant's Registration
Statement on Form S-1 (File No. 333-46535).
**Incorporated herein by reference from the Registrant's Form 10-Q/A filed
April 9, 1999.
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Item 9. Undertakings
The undersigned Registrant hereby undertakes the following:
(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:
(i) To include any prospectus required by Section
10(a)(3) of the Securities Act of 1933;
(ii) To reflect in the prospectus any facts or events arising
after the effective date of the registration statement
(or the most recent post-effective amendment thereof)
which, individually or in the aggregate, represent a
fundamental change in the information set forth in the
registration statement;
(iii) 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;
Provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) do not apply if the
information required to be included in a post-effective amendment by those
paragraphs is contained in periodic reports filed by the Registrant pursuant to
section 13 or section 15(d) of the Securities Exchange Act of 1934 that are
incorporated by reference 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 section 15(d) of the
Securities Exchange Act of 1934 (and, where applicable, each filing of any
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.
(h) The undersigned Registrant hereby undertakes, that, 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 Act 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 of whether such indemnification by it is against
public policy as expressed in the Act and will be governed by the final
adjudication of such issue.
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SIGNATURES
In accordance with the requirements of the Securities Act of 1933, as
amended, the Registrant certifies that it has reasonable grounds to believe that
it meets all the requirements for filing on Form S-8 and has duly caused this
Registration Statement to be signed on its behalf by the undersigned thereunto
duly authorized, in Palm Beach, Florida, on August 9, 1999.
WORKFLOW MANAGEMENT, INC.
By: /s/ Thomas B. D'Agostino
-------------------------------------------------
Thomas B. D'Agostino, Chief Executive
Officer and President
POWER OF ATTORNEY
In accordance with the requirements of the Securities Act of 1933, the
Registration Statement has been signed by the following persons in the
capacities and on the dates stated. Each person whose signature appears below
constitutes and appoints Thomas B. D'Agostino and Gus J. James, II, and each of
them individually, his true and lawful attorney-in-fact in his place and stead,
to execute and cause to be filed with the Securities and Exchange Commission any
and all amendments to this Registration Statement.
Witness our hands and common seals on the date set forth below.
Signature Title Date
--------- ----- ----
Director, Chairman of the Board,
/s/ Thomas B. D'Agostino Chief Executive Officer and
- ------------------------------------------ President (Principal Executive
Thomas B. D'Agostino Officer) August 9, 1999
Vice President, Chief Financial
/s/ Steven R. Gibson Officer, Treasurer and Secretary
- ------------------------------------------ (Principal Financial Officer and
Steven R. Gibson Principal Accounting Officer) August 9, 1999
/s/ Thomas A. Brown, Sr.
- ------------------------------------------
Thomas A. Brown, Sr. Director August 9, 1999
/s/ Gus J. James, II
- ------------------------------------------
Gus J. James, II Director August 9, 1999
/s/ Roger J. Pearson
- ------------------------------------------
Roger J. Pearson Director August 9, 1999
/s/ F. Craig Wilson
- ------------------------------------------
F. Craig Wilson Director August 9, 1999
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
EXHIBITS
to
FORM S-8
REGISTRATION STATEMENT
under
THE SECURITIES ACT OF 1933, AS AMENDED
WORKFLOW MANAGEMENT, INC.
(Exact name of registrant as specified in its charter)
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Exhibits
Number Description
4.1* Certificate of Incorporation of the Registrant
4.2* Certificate of Amendment of Certificate of Incorporation of
Registrant
4.3** Amended and Restated By-Laws of the Registrant
4.4* Specimen certificate representing the Common Stock of Registrant
5.1 Opinion of Kaufman & Canoles
23.1 Consent of Kaufman & Canoles (included in Exhibit 5.1)
23.2 Consent of PricewaterhouseCoopers LLP
24.1 Power of Attorney (included as part of the signature page to this
Registration Statement)
99.1 Workflow Management, Inc. 1999 Employee Stock Purchase Plan
- ------------------
*Incorporated herein by reference from the Registrant's Registration Statement
on Form S-1 (File No. 333-46535).
**Incorporated herein by reference from the Registrant's Form 10-Q/A filed April
9, 1999.
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