As filed with the Securities and Exchange Commission on June 9, 1999
Registration No. 333 -
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM S-8
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
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MASTER GRAPHICS, INC.
(Exact name of registrant as specified in its charter)
Tennessee 62-1694322
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification Number)
6075 Poplar Avenue, Suite 401
Memphis, Tennessee 38119
(901) 685-2020
(Address, including zip code, and telephone number,
including area code of principal executive office)
Master Graphics, Inc. 1998 Non-employee Director Stock Option Plan
Master Graphics, Inc. 1998 Equity Compensation Plan
Master Graphics, Inc. Employee Stock Purchase Plan
(Full title of plan)
John P. Miller
Chief Executive Officer
6075 Poplar Avenue, Suite 401
Memphis, Tennessee 38119
(901) 685-2020
(Name and address, including zip code, and telephone number,
including area code, of agent for service)
Copies to:
Robert J. Delpriore, Esq.
Bass, Berry & Sims PLC
119 South Main Street
Memphis, Tennessee 38103
(901) 312-5570 Telephone
(901) 312-9101 Facsimile
CALCULATION OF REGISTRATION FEE
============================================================================================================================
Amount to be Proposed Proposed
Title of Securities to be Registered(1) Maximum Maximum Amount of
Registered Offering Price Aggregate Registration
Per Share (2) Offering Price (2) Fee
- -----------------------------------------------------------------------------------------------------------------------------
Common Stock, $.001 par value per 2,050,000 $10.00 $14,652,501.88 $4,073.40
share
=============================================================================================================================
(1) In addition, this Registration Statement also covers any additional shares
of Common Stock which become issuable under the employee benefit plans described
above by reason of any stock dividend, stock split, recapitalization or other
similar transaction effected without the receipt of consideration which results
in an increase in the number of Registrant's outstanding shares of Common Stock.
(2) Estimated solely for the purpose of calculating the amount of the
registration fee pursuant to Rule 457(c) and (h)(1) under the Securities Act of
1933, as amended. The offering price per share and aggregate offering price for
the Common Stock underlying unissued stock options are based upon the average of
the high and low prices of the Registrant's Common Stock as reported on the
Nasdaq National Market System on June 7, 1999. The offering price per share and
aggregate offering price for the Common Stock underlying outstanding stock
options are based upon the exercise prices of such options. The following chart
illustrates the calculation of the proposed maximum aggregate offering price
fee:
=============================================================================================================================
Title of Shares Number of Shares Offering Price Per Share Aggregate Offering Price
- -----------------------------------------------------------------------------------------------------------------------------
Shares issuable pursuant to
outstanding stock options pursuant to
1998 Equity Compensation Plan............ 711,429 $10.00 $7,114,290
- -----------------------------------------------------------------------------------------------------------------------------
Shares issuable pursuant to unissued
awards pursuant to 1998 Equity
Compensation Plan........................ 788,571 $ 5.625 $4,435,711.88
- -----------------------------------------------------------------------------------------------------------------------------
Shares issuable pursuant to
outstanding stock options pursuant to
1998 Non-Employee Director Option 2,000 $10.00 $ 20,000
Plan.....................................
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Shares issuable pursuant to unissued
options pursuant to 1998 Non-
Employee Director Option Plan............ 48,000 $ 5.625 $ 270,000
- ------------------------------------------------------------------------------------------------------------------------------
Shares issuable pursuant to Employee
Stock Purchase Plan...................... 500,000 $ 5.625 $2,812,500
==============================================================================================================================
Approximate date of commencement of proposed sale to the public: As soon as
practicable after this Registration Statement becomes effective.
PART I
INFORMATION REQUIRED IN SECTION 10(A) PROSPECTUS
The information required by Items 1 and 2 of Part I of Form S-8 is omitted
from this Registration Statement in accordance with the Note to Part I of Form
S-8 and Rule 428 promulgated under the Securities Act of 1933, as amended (the
"Securities Act"). The documents containing the information specified in Part I
will be delivered to the participants in the plans covered by this Registration
Statement as required by Rule 428(b).
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference.
Master Graphics, Inc. (the "Company") hereby incorporates by reference the
documents listed below and any future filings made with the Securities and
Exchange Commission (the "SEC") under Sections 13(a), 13(c), 14, or 15(d) of the
Securities Exchange Act of 1934, as amended (the "Exchange Act"), until such
time as this Registration Statement is no longer in effect:
1. the Company's Annual Report on Form 10-K, as amended on April 14,
1999 and April 20, 1999, for the year ended December 31, 1998;
2. the Company's Current Report on Form 8-K filed with the SEC on
March 29, 1999, as amended on May 28, 1999;
3. the Company's Proxy Statement for the 1999 Annual Meeting of
Shareholders filed with the SEC on April 20, 1999;
4. the Company's Quarterly Report on Form 10-Q for the fiscal
quarter ended March 31, 1999; and
5. the description of Common Stock contained in the Company's
Registration Statement on Form 8-A filed June 8, 1998, including any
amendment or reports filed for the purpose of updating such description.
Any statement contained in a document incorporated by reference herein
shall be deemed to be modified or superseded for purposes of this Registration
Statement to the extent that a statement contained in any other subsequent filed
document which is also incorporated by reference herein modifies or supersedes
such statement.
Item 4. Description of Securities.
Not applicable.
Item 5. Interests of Named Experts and Counsel.
Not applicable.
Item 6. Indemnification of Directors and Officers.
Tennessee Business Corporation Act
The Tennessee Business Corporation Act ("TBCA") provides that a corporation
may indemnify any director or officer against liability incurred in connection
with a proceeding if (i) the director or officer acted in good faith, (ii) the
director or officer reasonably believed, in the case of conduct in his or her
official capacity with the corporation, that such conduct was in the
corporation's best interests, and, in all other cases, that his or her conduct
was not opposed to the best interests of the corporation, and (iii) the director
or officer in connection with any criminal proceeding had no reasonable cause to
believe that his or her conduct was unlawful. In actions brought by or in the
right of the corporation,
however, the TBCA provides that no indemnification may be made if the director
or officer is adjudged liable to the corporation. Similarly, the TBCA prohibits
indemnification in connection with any proceeding charging improper personal
benefit to a director or officer, if such director or officer is adjudged liable
on the basis that a personal benefit was improperly received. In cases where the
director or officer is wholly successful, on the merits or otherwise, in the
defense of any proceeding instigated because of his or her status as an director
or officer of a corporation, the TBCA mandates that the corporation indemnify
the director or officer against reasonable expenses incurred in the proceeding.
Notwithstanding the foregoing, the TBCA provides that a court of competent
jurisdiction, upon application, may order that a director or officer be
indemnified for reasonable expense if, in consideration of all relevant
circumstances, the court determines that such individual is fairly and
reasonably entitled to indemnification, whether or not the standard of conduct
set forth above was met.
The Company's Charter and Bylaws provide that it will indemnify from
liability, and advance expenses to, any present or former director or officer to
the fullest extent allowed by the TBCA, as amended from time to time, or any
subsequent law, rule, or regulation adopted in lieu thereof.
Additionally, the Company's Charter provides that no director will be
personally liable to the Company or its shareholders for monetary damages for
breach of any fiduciary duty except for liability arising from (i) any breach of
a director's duty of loyalty to the Company or its shareholders, (ii) acts or
omissions not in good faith or which involve intentional misconduct or a knowing
violation of law, (iii) any unlawful distributions, or (iv) receiving any
improper personal benefit.
Item 7. Exemption from Registration Claimed.
Not applicable.
Item 8. Exhibits
4.1* Specimen form of certificate for Common Stock (Exhibit 4.1 to
the Company's Registration Statement on Form S-1, Registration
No. 333-49861)
4.2* Charter of the Company, as amended (Exhibit 3.1 to the Company's
Registration Statement on Form S-1, Registration No. 333-49861)
4.3* Bylaws of the Company (Exhibit 3.3 to the Company's Registration
Statement on Form S-1, Registration No. 333-49861)
4.4 Master Graphics, Inc. 1998 Non-Employee Director Stock Option
Plan
4.5 Master Graphics, Inc. 1998 Equity Compensation Plan
4.6 Amendment No. 1 to the Master Graphics, Inc. 1998 Equity
Compensation Plan
4.7 Master Graphics, Inc. Employee Stock Purchase Plan
5.1 Opinion of Bass, Berry & Sims PLC
23.1 Consent of KPMG LLP
23.2 Consent of Miller, Cooper & Co., Ltd.
23.3 Consent of Bass, Berry & Sims PLC. (contained in Exhibit 5.1)
24.1 Power of Attorney (included on signature page)
*Incorporated by reference
Item 9. Undertakings.
The undersigned registrant hereby undertakes:
(a) (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. Notwithstanding the foregoing, any increase or
decrease in volume of securities offered (if the total
dollar value of securities offered would not exceed that
which was registered) and any deviation from the low or
high end of the estimated maximum offering range may be
reflected in the form of prospectus filed with the
Commission pursuant to Rule 424(b) if, in the aggregate,
the changes in volume and price represent no more than a
20% change in the maximum aggregate offering price set
forth in the "Calculation of Registration Fee" table in the
effective 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
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.
(c) 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 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.
SIGNATURES
Pursuant to the requirements of the Securities act of 1933, as amended, the
registrant certifies that it has reasonable grounds to believe that it meets all
of the requirements for filing on Form S-8 and has duly caused this Registration
Statement or amendment to be signed on its behalf by the undersigned, thereunto
duly authorized, in the City of Memphis, State of Tennessee, on the 8th day of
June, 1999.
MASTER GRAPHICS, INC.
By: /s/ John P. Miller
-----------------------------------
John P. Miller
Chief Executive Officer
POWER OF ATTORNEY
Each person whose signature appears below hereby constitutes and appoints
John P. Miller and Lance T. Fair, and each or either of them, with full power to
act without the other, his true and lawful attorney-in-fact with full power of
substitution and resubstitution, for him and in his name, place and stead, in
any and all capacities (until revoked in writing), to sign any and all
amendments to this Registration Statement (including post-effective amendments
and amendments thereto) and any registration statement relating to the same
offering as this Registration Statement that is to be effective upon filing
pursuant to Rule 462(b) under the Securities Act, and to file the same, with all
exhibits thereto, and other documents in connection therewith, with the
Securities and Exchange Commission, hereby granting to said attorneys-in-fact
and agents, and each of them, full power and authority to do and perform each
and every act and thing whatsoever requisite or desirable to be done, as fully
to all intents and purposes as the undersigned might or could do in person,
hereby ratifying and confirming all acts and things that said attorneys-in-fact
and agents, or either of them, or their substitutes or substitute, may lawfully
do or cause to be done by virtue hereof.
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.
SIGNATURE TITLE DATE
--------- ----- ----
/s/ John P. Miller Chief Executive Officer, President and June 8, 1999
- -------------------------------------------------------
John P. Miller Chairman of the Board of Directors
/s/ Lance T. Fair Senior Vice President - Acquisitions; June 8, 1999
- -------------------------------------------------------
Lance T. Fair Chief Financial Officer
/s/ P. Melvin Henson, Jr. Senior Vice President - Finance and June 8, 1999
- -------------------------------------------------------
P. Melvin Henson, Jr. Administration; Chief Accounting Officer
/s/ H. Henry (Hap) Hederman Director, President Hederman Brothers June 8, 1999
- -------------------------------------------------------
H. Henry (Hap) Hederman Division
/s/ Cary Rosenthal Director, President Phoenix Division June 8, 1999
- -------------------------------------------------------
Cary Rosenthal
/s/ Frederick F. Avery Director June 8, 1999
- -------------------------------------------------------
Frederick F. Avery
/s/ Donald L. Hutson Director June 8, 1999
- -------------------------------------------------------
Donald L. Hutson
INDEX TO EXHIBITS
4.1* Specimen form of certificate for Common Stock (Exhibit 4.1 to the
Company's Registration Statement on Form S-1, Registration No. 333-
49861)
4.2* Charter of the Company, as amended (Exhibit 3.1 to the Company's
Registration Statement on Form S-1, Registration No. 333-49861)
4.3* Bylaws of the Company (Exhibit 3.3 to the Company's Registration
Statement on Form S-1, Registration No. 333-49861)
4.4 Master Graphics, Inc. 1998 Non-Employee Director Stock Option Plan
4.5 Master Graphics, Inc. 1998 Equity Compensation Plan
4.6 Amendment No. 1 to the Master Graphics, Inc. 1998 Equity Compensation
Plan
4.7 Master Graphics, Inc. Employee Stock Purchase Plan
5.1 Opinion of Bass, Berry & Sims PLC
23.1 Consent of KPMG LLP
23.2 Consent of Miller, Cooper & Co., Ltd.
23.3 Consent of Bass, Berry & Sims PLC
(Contained in Exhibit 5.1)
24.1 Power of Attorney (included on signature page)
*Incorporated by reference