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AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON AUGUST 13, 1998
REGISTRATION NO. 333-25861
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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POST-EFFECTIVE AMENDMENT NO. 1
TO
FORM S-3
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
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BOWNE & CO., INC.
(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
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DELAWARE 13-2618477
(STATE OR OTHER JURISDICTION OF (I.R.S. EMPLOYER
INCORPORATION OR ORGANIZATION) IDENTIFICATION NO.)
345 HUDSON STREET
NEW YORK, NEW YORK 10014
(212) 924-5500
(ADDRESS, INCLUDING ZIP CODE, AND TELEPHONE NUMBER,
INCLUDING AREA CODE, OF REGISTRANT'S PRINCIPAL EXECUTIVE OFFICES)
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DOUGLAS F. BAUER, ESQ.
345 HUDSON STREET
NEW YORK, NEW YORK 10014
(212) 924-5500
(NAME, ADDRESS, INCLUDING ZIP CODE, AND TELEPHONE
NUMBER, INCLUDING AREA CODE, OF AGENT FOR SERVICE)
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COPIES TO:
VINCENT PAGANO, JR., ESQ.
SIMPSON THACHER & BARTLETT
425 LEXINGTON AVENUE
NEW YORK, NEW YORK 10017-3909
APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO THE PUBLIC: From time
to time after the effective date of this registration statement.
If the only securities being registered on this Form are being offered
pursuant to dividend or interest reinvestment plans, please check the following
box. [ ]
If any of the securities being registered on this Form are to be offered on
a delayed or continuous basis pursuant to Rule 415 under the Securities Act of
1933, other than securities offered only in connection with dividend or interest
reinvestment plans, check the following box. [X]
If this Form is filed to register additional securities for an offering
pursuant to Rule 462(b) under the Securities Act, please check the following box
and list the Securities Act registration statement number of the earlier
effective registration statement number of the earlier effective registration
statement for the same offering. [ ]
If this Form is a post-effective amendment filed pursuant to Rule 462(c)
under the Securities Act, check the following box and list the Securities Act
registration statement number of the earlier effective registration statement
for the same offering. [ ]
If delivery of the prospectus is expected to be made pursuant to Rule 434,
please check the following box. [ ]
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THE REGISTRANT HEREBY AMENDS THIS REGISTRATION STATEMENT ON SUCH DATE OR
DATES AS MAY BE NECESSARY TO DELAY ITS EFFECTIVE DATE UNTIL THE REGISTRANT SHALL
FILE A FURTHER AMENDMENT WHICH SPECIFICALLY STATES THAT THIS REGISTRATION
STATEMENT SHALL THEREAFTER BECOME EFFECTIVE IN ACCORDANCE WITH SECTION 8(a) OF
THE SECURITIES ACT OF 1933, AS AMENDED, OR UNTIL THE POST-EFFECTIVE AMENDMENT TO
THE REGISTRATION STATEMENT SHALL BECOME EFFECTIVE ON SUCH DATE AS THE
COMMISSION, ACTING PURSUANT TO SAID SECTION 8(a), MAY DETERMINE.
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EXPLANATORY NOTE
This Post-Effective Amendment No. 1 is filed pursuant to Rule 414 of the
Securities Act of 1933, as amended (the "Securities Act"), to notify the
Securities and Exchange Commission that Bowne & Co., Inc., a New York
corporation ("Bowne--New York") has been reincorporated from New York to
Delaware by forming a new, wholly-owned Delaware subsidiary named Bowne & Co.,
Inc. ("Bowne--Delaware") and merging Bowne--New York with and into
Bowne--Delaware, with Bowne--Delaware being the surviving corporation in the
merger and being named Bowne & Co., Inc.
In accordance with paragraph (d) of Rule 414 of the Securities Act, except
as modified by this Post-Effective Amendment No. 1, Bowne--Delaware expressly
adopts the registration statement filed on Form S-3 by Bowne--New York (File No.
333-25861) as its own registration statement for all purposes of the Securities
Act and the Securities Exchange Act of 1934, as amended.
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INFORMATION CONTAINED HEREIN IS SUBJECT TO COMPLETION OR AMENDMENT. A
REGISTRATION STATEMENT RELATING TO THESE SECURITIES HAS BEEN FILED WITH THE
SECURITIES AND EXCHANGE COMMISSION. THESE SECURITIES MAY NOT BE SOLD NOR MAY
OFFERS TO BUY BE ACCEPTED PRIOR TO THE TIME THE REGISTRATION STATEMENT BECOMES
EFFECTIVE. THIS PROSPECTUS SHALL NOT CONSTITUTE AN OFFER TO SELL OR THE
SOLICITATION OF AN OFFER TO BUY NOR SHALL THERE BE ANY SALE OF THESE SECURITIES
IN ANY STATE IN WHICH SUCH OFFER, SOLICITATION OR SALE WOULD BE UNLAWFUL PRIOR
TO REGISTRATION OR QUALIFICATION UNDER THE SECURITIES LAWS OF ANY SUCH STATE.
SUBJECT TO COMPLETION, DATED AUGUST 13, 1998
PROSPECTUS
BOWNE & CO., INC.
30,000 SHARES OF COMMON STOCK
$.01 PAR VALUE
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This Prospectus relates to an aggregate of 30,000 shares of Common Stock,
par value $.01 per share (the "Common Stock"), of Bowne & Co., Inc., a Delaware
corporation (the "Company"). All of the Common Stock offered hereby may be sold
from time to time by and for the account of the Selling Stockholders named in
this Prospectus (the "Selling Stockholders"). See "Selling Stockholders" herein.
The methods of sale of the Common Stock offered hereby are described under
the heading "Plan of Distribution." The Company will receive none of the
proceeds from such sales. The Company will pay all expenses (other than
underwriting and brokerage expenses, fees, discounts, and commissions, all of
which will be paid by the Selling Stockholders) incurred in connection with the
offering described in this Prospectus.
The Selling Stockholders and any broker-dealers that participate in the
distribution of the Common Stock offered hereby may be deemed to be
"underwriters" within the meaning of the Securities Act of 1933, as amended (the
"1933 Act"), and any commission or profit on the resale of shares received by
such broker-dealers may be deemed to be underwriting commissions and discounts
under the 1933 Act. Upon the Company's being notified by the Selling
Stockholders that any material arrangement has been entered into with a broker
or dealer for the sale of the shares through a secondary distribution, or a
purchase by a broker or dealer, a supplemented Prospectus will be filed, if
required, disclosing among other things the names of such brokers and dealers,
the number of shares involved, the price at which such shares are being sold and
the commissions paid or the discounts or concessions allowed to such
broker-dealers.
The Common Stock of the Company is listed on the American Stock Exchange
(symbol: BNE). On August 12, 1998, the closing price of the Common Stock was
$38.9375 per share.
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THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES AND
EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION NOR HAS THE SECURITIES
AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION PASSED UPON THE
ACCURACY OR ADEQUACY OF THIS PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS A
CRIMINAL OFFENSE.
The date of this Prospectus is , 1998.
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AVAILABLE INFORMATION
The Company is subject to the informational requirements of the Securities
Exchange Act of 1934, as amended (the "Exchange Act"), and in accordance
therewith files reports, proxy statements and other information with the
Securities and Exchange Commission (the "Commission"). Reports, proxy statements
and other information filed by the Company may be inspected and copied at the
public reference facilities maintained by the Commission, 450 Fifth Street,
N.W., Judiciary Plaza, Room 1024, Washington, D.C. 20549; and at regional
offices of the Commission at the Citicorp Center, 500 West Madison, Suite 1400,
Chicago, Illinois 60661 and at 7 World Trade Center, New York, New York 10048.
Copies of such material may be obtained by mail from the Public Reference
Section of the Commission at 450 Fifth Street, N.W., Washington, D.C. 20549, at
prescribed rates. Such material may also be inspected and copied at the offices
of the American Stock Exchange, 86 Trinity Place, New York, New York 10006-1881,
on which the Company's Common Stock is listed. In addition, the Commission
maintains a site on the World Wide Web portion of the Internet that contains
reports, proxy and information statements and other information regarding
registrants that file electronically with the Commission. The address of such
site is http://www.sec.gov.
As permitted by the rules and regulations of the Commission, this
Prospectus omits certain information contained in the Registration Statement on
Form S-3, as amended (the "Registration Statement"), of which this Prospectus is
a part. For further information with respect to the Company and the Common
Stock, reference is made to the Registration Statement and the exhibits thereto.
Statements made in this Prospectus as to the contents of any contract, agreement
or other document are not necessarily complete; and while the Company believes
the descriptions of the material provisions of such contracts, agreements and
other documents contained in this Prospectus are accurate summaries of such
material provisions, reference is made to such contract, agreement or other
document filed as an exhibit to the Registration Statement for a more complete
description of the matter involved, and each such statement is qualified in its
entirety by such reference.
INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
The Company hereby incorporates by reference in this Prospectus the
following documents previously filed with the Commission pursuant to the
Exchange Act: (i) Annual Report of the Company on Form 10-K and Form 10-K/A for
the fiscal year ended December 31, 1997, (ii) Quarterly Report of the Company on
Form 10-Q for the fiscal quarter ended March 31, 1997, (iii) Current Reports on
Form 8-K filed June 23, 1998, June 25, 1998, July 1, 1998 and July 15, 1998, and
(iv) the description of the Company's Common Stock contained in the Company's
Current Report on Form 8-K filed with the Commission on June 23, 1998.
Each document filed by the Company pursuant to Section 13(a), 13(c), 14 or
15(d) of the Exchange Act subsequent to the date of this Prospectus and prior to
the termination of the offering of the Common Stock pursuant hereto shall be
deemed to be incorporated by reference in this Prospectus and to be a part of
this Prospectus from the date of filing of such document. Any statement
contained in this Prospectus or in a document incorporated or deemed to be
incorporated by reference in this Prospectus shall be deemed to be modified or
superseded for purposes of the Registration Statement and this Prospectus to the
extent that a statement contained in this Prospectus or in any subsequently
filed document that also is or is deemed to be incorporated by reference in this
Prospectus modifies or supersedes such statement. Any such statement so modified
or superseded shall not be deemed, except as so modified or superseded, to
constitute a part of the Registration Statement or this Prospectus.
The Company will provide without charge to each person to whom this
Prospectus is delivered, upon the written or oral request of any such person, a
copy of any or all of the documents that are incorporated by reference in this
Prospectus, other than exhibits to such documents (unless such exhibits are
specifically incorporated by reference into such documents). Requests should be
directed to Bowne & Co., Inc., Attention: Douglas F. Bauer, Counsel & Corporate
Secretary, 345 Hudson Street, New York, New York 10014, telephone (212)
924-5500.
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THE COMPANY
The Company was incorporated in the State of New York in 1968 and
reincorporated in Delaware in 1998. The Company is in the midst of a major
re-focusing of its business, one that will take a number of years to accomplish.
Its business is being re-focused on "Empowering Information," a term used to
define the management, repurposing and distribution of a client's information to
any audience, through any medium, in any language, anywhere in the world. The
Company through its subsidiaries, manages and repurposes the information for
distribution by digital, Internet or paper media. It manages documents on the
clients' site or at its own facilities. It provides business services and
solutions for transactional financial, corporate reporting and mutual fund
printing, digital data management, Internet services, localization, translation
and document management outsourcing, among others. Management believes the
transition now underway will allow the Company to leverage the document
management and information management technologies it has traditionally employed
into a variety of new business solutions for its customers worldwide. The newer
services complement the Company's older financial printing business, as well as
one another.
The Company has facilities to serve customers throughout the United States
and Canada and around the world, including offices in Dublin, London, Paris,
Frankfurt, Munich, Madrid, Rio de Janeiro, Mexico City, Hong Kong, Singapore,
Tokyo and many other cities. The Company's principal executive offices are
located at 345 Hudson Street, New York, New York 10014, and the Company's
telephone number is (212) 924-5500.
On May 28, 1998, the stockholders of the Company approved a plan to
reincorporate the Company in Delaware (the "Reincorporation"). On June 19, 1998,
the Company was reincorporated in the State of Delaware through the merger (the
"Reincorporation Merger") of Bowne & Co., Inc., a New York corporation
("Bowne--New York"), with and into Bowne & Co., Inc., a Delaware corporation and
wholly-owned subsidiary of Bowne--New York.
USE OF PROCEEDS
The Company will not receive any of the proceeds from the sale of the
Common Stock offered by the Selling Stockholders.
SELLING STOCKHOLDERS
The shares of the Company's Common Stock to which this Prospectus relates
are being offered by the Selling Stockholders. On March 7, 1997, the Company
entered into a Stock Purchase Agreement (the "Acquisition Agreement") with Peter
Jay Stafford and Rosamaria Caballero Stafford (collectively the "Selling
Stockholders"), pursuant to which the Company acquired all the outstanding stock
of The Internet Factory, Inc., a Michigan corporation ("Internet Factory"). The
Acquisition Agreement calls for the issuance of an aggregate of 30,000 shares of
Common Stock to the Selling Stockholders in three installments of 10,000 shares
each. The first 10,000 shares have already been issued to the Selling
Stockholders as joint tenants, and the remainder of 20,000 shares will be issued
to the Selling Stockholders in two equal installments on January 2, 1998, and
January 2, 1999 respectively.
The following table states the number of shares of the outstanding Common
Stock of the Company issued or to be issued to the Selling Stockholders as of
April 25, 1997, the number of such shares which may be sold for the account of
the Selling Stockholders, and the number of such shares that will be owned by
the Selling Stockholders assuming the sale of all the shares offered hereby.
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NUMBER OF SHARES
OF COMMON STOCK NUMBER OF SHARES NUMBER OF SHARES
ISSUED OR TO BE OF COMMON STOCK OF COMMON STOCK
SELLING STOCKHOLDER ISSUED TO BE SOLD OWNED AFTER SALE
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Peter Jay Stafford and Rosamaria Caballero
Stafford.................................. 30,000 30,000 0
Prior to the Company's acquisition of Internet Factory, the Selling
Shareholders were employees of Internet Factory, and on the date hereof Peter
Jay Stafford continues to be an employee of Internet Factory, now a wholly-owned
subsidiary of the Company. Neither of the Selling Stockholders was an employee
or benefactor of the Company itself.
DESCRIPTION OF COMMON STOCK
The Company is authorized to issue two classes of capital stock: Common
Stock, par value one cent ($.01) per share, of which 60,000,000 shares are
authorized; and Preferred Stock issuable in series, par value one cent ($.01)
per share (herein referred to as the "Preferred Stock"), of which 1,000,000
shares are authorized. On August 12, 1998, 18,414,283 shares of Common Stock
were issued and outstanding and no shares of Preferred Stock were issued or
outstanding. The following is a brief summary of the provisions of the Common
Stock and certain information relative to the Preferred Stock.
DIVIDENDS; VOTING RIGHTS; ELECTION OF DIRECTORS
Dividends may be paid on the Common Stock at the discretion of the Board of
Directors of the Company out of any funds of the Company legally available
therefor after provision for dividends payable on the Preferred Stock, if any,
as the Board of Directors may fix. Each holder of Common Stock is entitled to
one vote for every share of Common Stock outstanding in his name on the stock
register of the Company. The Board of Directors of the Company, which is elected
by the stockholders, is divided into three classes, with each class being as
nearly equal in number as possible and with the three classes being elected in
successive years. Each director is elected to serve for a term of three years or
until his successor is elected and qualified. Each class currently consists of
three directors. The holders of Common Stock have non-cumulative voting rights,
which means that, until any series of Preferred Stock is issued, the holders of
more than 50% of the stock voting for the election of directors can over a
period of three years elect all of the directors if they choose to do so and, in
such event, the holders of less than 50% of the stock remaining will not be able
to elect any person or persons as directors.
LIQUIDATION RIGHTS
Upon any distribution of the assets of the Company, the holders of the
Common Stock are entitled to distribution of all assets of the Company remaining
after the holders of each series of the Preferred Stock have been paid the
preference or redemption price for their shares, if any, fixed by the Board of
Directors of the Company at the time of the issuance of such series of Preferred
Stock.
OTHER PROVISIONS
No shares of the Common Stock of the Company are liable to any further
calls or assessment or to any sinking fund provisions, preemptive rights,
conversion rights or redemption provisions.
PREFERRED STOCK
The Board of Directors of the Company is authorized, without further action
by the stockholders, to designate the terms, limitations, relative rights and
preferences of, and to issue, series of Preferred Stock. Such series may be
superior to the Common Stock as to dividends, distributions of assets (upon
liquidation or otherwise), voting rights and sinking fund provisions, and may be
convertible into shares of any other series or class of stock, including the
Common Stock of the Company, if the Board of Directors so determines. No shares
of Preferred Stock will be entitled to any preemptive rights.
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STOCKHOLDER RIGHTS PLAN
In connection with the Reincorporation, the Company entered into a new
shareholders' rights plan virtually identical to the prior shareholders' rights
plan the Company had adopted while a New York corporation. On June 19, 1998, the
Board of Directors of the Company authorized and directed that one preferred
share purchase right (a "Right") be issued with each share of Common Stock
issued in the Reincorporation Merger. Each Right entitles the registered holder
to purchase from the Company one one-thousandth of a share of Series B Junior
Participating Preferred Stock, par value $.01 per share (the "Series B Preferred
Stock"), of the Company at a price of $125 per one one-thousandth of a share of
Series B Preferred Stock, subject to adjustment. The Rights will expire on
January 30, 2007, unless previously redeemed or exercised, although the Board
may redeem the Rights at any time before they become exercisable. A full
description of the terms of the Rights are set forth in a Rights Agreement dated
as of June 19, 1998.
Basically, the Rights will become exercisable if a person or group of
affiliated or associated persons acquire beneficial ownership of 20% or more of
the outstanding shares of Common Stock, or if a tender offer or exchange offer
is commenced or announced which would result in the beneficial ownership of 20%
or more of the outstanding Common Stock by any person or group. The principal
purpose of the Rights is to protect stockholders against coercive or unfair
takeover attempts on terms less favorable that would be available in a
transaction negotiated by the Board of Directors. The Rights are evidenced by
either (i) the existing certificates of Common Stock of Bowne--New York issued
prior to the date of the Merger together with a Summary of Rights previously
sent to all holders of Common Stock or (ii) Common Stock certificates of the
Company issued subsequent to the date of the Merger.
TRANSFER AGENT AND REGISTRAR
The Transfer Agent and Registrar for the Common Stock is The Bank of New
York.
PLAN OF DISTRIBUTION
The Company has been advised that the distribution of the Common Stock by
the Selling Stockholders may be effected from time to time in one or more
transactions (which may involve block transactions) (i) on the American Stock
Exchange or such other national security exchanges on which the Company's Common
Stock are listed, in transactions that may include special offerings and
exchange distributions pursuant to and in accordance with the rules of such
exchanges, (ii) in the over-the-counter market, or (iii) in transactions
otherwise than on such exchanges or in the over-the-counter market, or in a
combination of any such transactions. Such transactions may be effected by the
Selling Stockholders at market prices prevailing at the time of sale, at prices
related to such prevailing market prices, at negotiated prices or at fixed
prices. The Selling Stockholders may effect such transactions by selling the
Common Stock to or through broker-dealers and such broker-dealers will receive
compensation in the form of discounts or commissions from the Selling
Stockholders and may receive commissions from the purchasers of the Common Stock
for whom they may act as agent (which discounts or commissions from the Selling
Stockholders or such purchasers will not exceed those customary in the type of
transactions involved).
Any broker-dealers that participate with the Selling Stockholders in the
distribution of the Common Stock, may be deemed to be "underwriters" within the
meaning of the 1933 Act, and any commissions or discounts received by such
broker-dealers and any profit on the resale of the Common Stock by such broker-
dealers might be deemed to be underwriting discounts and commissions under such
act.
Upon the Company's being notified by the Selling Stockholders that any
material arrangement has been entered into with a broker or dealer for the sale
of the Common Stock through a secondary distribution, or a purchase by a broker
or dealer, a supplemented Prospectus will be filed, if required, pursuant to
Rule 424(b) under the 1933 Act, disclosing (a) the names of such broker-dealers,
(b) the number of shares involved, (c) the price at which such shares are being
sold, (d) the commission paid or the discounts or concessions allowed to such
broker-dealers, (e) where applicable, that such broker-dealers did not conduct
any investigation to verify the information set out or incorporated by reference
in this Prospectus, as supplemented, and (f) other facts material to the
transaction.
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LEGAL MATTERS
Certain legal matters in connection with the Common Stock covered by this
Prospectus are being passed upon by Simpson Thacher & Bartlett, New York, New
York.
EXPERTS
The consolidated financial statements of the Company appearing in the
Company's Annual Report (on Form 10-K and Form 10-K/A) for the fiscal year ended
December 31, 1997, have been audited by Ernst & Young LLP, independent auditors,
as set forth in their report thereon included therein and incorporated herein by
reference. Such consolidated financial statements are incorporated herein by
reference in reliance upon such report given upon the authority of such firm as
experts in accounting and auditing.
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PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
ITEM 15. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
The Company is a Delaware corporation. Reference is made to Section
102(b)(7) of the Delaware General Corporation Law (the "DGCL") which enables a
corporation in its original certificate of incorporation or an amendment thereto
to eliminate or limit the personal liability of a director for violations of the
director's fiduciary duty, except (i) for any breach of the director's duty of
loyalty to the corporation or its stockholders, (ii) for acts or omissions not
in good faith or which involve intentional misconduct or knowing violation of
law, (iii) pursuant to Section 174 of the DGCL (providing for liability of
directors for unlawful payment of dividends or unlawful stock purchases or
redemptions) or (iv) for any transaction from which a director derived an
improper personal benefit.
Reference is also made to Section 145 of the DGCL which empowers a Delaware
corporation to indemnify any person who was or is a party, or is threatened to
be made, a party to any threatened, pending or completed action, suit or
proceeding, whether civil, criminal, administrative or investigative (other than
an action by or in the right of such corporation), by reason of the fact that
such person is or was an officer, director, employee or agent of such
corporation, partnership, joint venture, trust or other enterprise. The
indemnity may include expenses (including attorneys' fees), judgments, fines and
amounts paid in settlement actually and reasonably incurred by such person in
connection with such action, suit or proceeding, provided that such person acted
in good faith and in a manner the person reasonably believed to be in or not
opposed to the corporation's best interests, and, for criminal proceedings, had
no reasonable cause to believe the person's conduct was unlawful. A Delaware
corporation may indemnify any person in an action by or in the right of the
corporation under the same conditions, except that no indemnification is
permitted without judicial approval if the person is adjudged to be liable to
the corporation. Where a present or former officer or director is successful on
the merits or otherwise in the defense of any action referred to above, the
corporation must indemnify such person against the expenses (including
attorney's fees) which such person actually and reasonably incurred.
Article Ninth of the Company's Certificate of Incorporation, as amended,
provides that no director of the Company is personally liable to the Company or
its stockholders for damages for any breach of duty as a director unless a
judgment or other final adjudication adverse to him establishes that his acts or
omissions involved bad faith, intentional misconduct, a knowing violation of law
or certain expressly prohibited acts, or that he personally gained a financial
profit or other advantage to which he was not legally entitled.
Article VII of the Company's By-Laws, as amended, provides that the Company
shall indemnify all persons whom it shall have power to indemnify from and
against all expenses, liabilities or other matters to the fullest extent
permitted by the DGCL as from time to time amended.
The Company also has liability insurance policies in effect which cover
certain claims against any officer or director of the Company by reason of
certain breaches of duty, neglect, errors, or omissions committed by such person
in his capacity as an officer or director.
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ITEM 16. EXHIBITS.
2(a) Agreement and Plan of Merger, dated June 19, 1998 by and
between Bowne & Co., Inc., a New York corporation and Bowne
& Co., Inc., a Delaware corporation (incorporated by
reference to Exhibit 1 to the Company's Current Report on
Form 8-K filed June 23, 1998)
2(b) Stock Purchase Agreement, dated as of March 7, 1997 among
the Company and the Selling Stockholders (previously filed
as Exhibit 2.1 to this Registration Statement (File No. 333-
25861) and incorporated herein by reference)
3(a) Certificate of Incorporation (incorporated by reference to
Exhibit 2 to the Company's Current Report on Form 8-K filed
June 23, 1998)
3(b) Certificate of Designations (incorporated by reference to
Exhibit 3 to the Company's Current Report on Form 8-K filed
June 23, 1998)
3(c) By-Laws (incorporated by reference to Exhibit 4 to the
Company's Current Report on Form 8-K filed June 23, 1998)
4(a) Rights Agreement, dated as of June 19, 1998, between the
Company and The Bank of New York (incorporated by reference
to Exhibit 5 to the Company's Current Report on Form 8-K
filed June 23, 1998)
5 Opinion of Simpson Thacher & Bartlett regarding the legality
of the common stock being registered (previously filed as
Exhibit 5.1 to this Registration Statement (File No.
333-25861) and incorporated herein by reference)
23(a) Consent of Ernst & Young LLP
23(b) Consent of Simpson Thacher & Bartlett (included in their
opinion filed as Exhibit 5 hereto)
24 Power of Attorney
ITEM 17. UNDERTAKINGS.
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, as amended (the "Securities Act");
(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 the 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 and of the estimated maximum offering range
may be reflected on 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 20 percent 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;
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provided, however, that paragraph (1)(i) and (1)(ii) above do not apply if
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, as amended
(the "Exchange Act") that are incorporated by reference in the registration
statement.
(2) That, for the purpose of determining any liability under the Securities
Act, 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.
The undersigned registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act, each filing of the
registrant's annual report pursuant to Section 13(a) or Section 15(d) of the
Exchange Act (and, where applicable, each filing of an employee benefit plan's
annual report pursuant to section 15(d) of the Exchange Act) 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.
Insofar as indemnification for liabilities arising under the Securities Act
may be permitted to directors, officers and controlling persons of the
registrant pursuant to the provisions set forth in response to Item 15, 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 Securities 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
Securities Act and will be governed by the final adjudication of such issue.
II-3
12
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-3 and has duly caused this
Post-Effective Amendment No. 1 to the Registration Statement to be signed on its
behalf by the undersigned, thereunto duly authorized in the city of New York,
State of New York, on the thirteenth day of August, 1998.
BOWNE & CO., INC.
By: /s/ DENISE K. FLETCHER
------------------------------------
Denise K. Fletcher
Senior Vice President
and Chief Financial Officer
Pursuant to the requirements of the Securities Act of 1933, as Amended,
this Post-Effective Amendment No. 1 to the Registration Statement has been
signed by the following persons in the capacities and on the thirteenth day of
August, 1998.
SIGNATURE TITLE
--------- -----
* Chairman of the Board of Directors and Chief
- --------------------------------------------------- Executive Officer
Robert M. Johnson
* President and Chief Operating Officer (also
- --------------------------------------------------- Director)
James P. O'Neill
/s/ DENISE K. FLETCHER Senior Vice President and Chief Financial
- --------------------------------------------------- Officer (Principal Financial Officer)
Denise K. Fletcher
/s/ THOMAS P. MEOLA Vice President, Finance and Controller
- --------------------------------------------------- (Principal Accounting Officer)
Thomas P. Meola
* Director
- ---------------------------------------------------
Robert M. Conway
* Director
- ---------------------------------------------------
Edward H. Meyer
* Director
- ---------------------------------------------------
H. Marshall Schwarz
* Director
- ---------------------------------------------------
Wendell M. Smith
* Director
- ---------------------------------------------------
Lisa A. Stanley
* Director
- ---------------------------------------------------
Vincent Tese
* Director
- ---------------------------------------------------
Richard R. West
By: /s/ DOUGLAS F. BAUER
- ---------------------------------------------------
Douglas F. Bauer
Attorney-in-fact
II-4
13
INDEX TO EXHIBITS
SEQUENTIALLY
EXHIBIT NUMBERED
NUMBER DESCRIPTION OF EXHIBITS PAGES
- ------- ----------------------- ------------
2(a) Agreement and Plan of Merger, dated June 19, 1998 by and
between Bowne & Co., Inc., a New York corporation and Bowne
& Co., Inc., a Delaware corporation (incorporated by
reference to Exhibit 1 to the Company's Current Report on
Form 8-K filed June 23, 1998)
2(b) Stock Purchase Agreement, dated as of March 7, 1997 among
the Company and the Selling Stockholders (previously filed
as Exhibit 2.1 to this Registration Statement (File No.
333-25861) and incorporated herein by reference)
3(a) Certificate of Incorporation (incorporated by reference to
Exhibit 2 to the Company's Current Report on Form 8-K filed
June 23, 1998)
3(b) Certificate of Designations (incorporated by reference to
Exhibit 3 to the Company's Current Report on Form 8-K filed
June 23, 1998)
3(c) By-Laws (incorporated by reference to Exhibit 4 to the
Company's Current Report on Form 8-K filed June 23, 1998)
4(a) Rights Agreement, dated as of June 19, 1998, between the
Company and The Bank of New York (incorporated by reference
to Exhibit 5 to the Company's Current Report on Form 8-K
filed June 23, 1998)
5 Opinion of Simpson Thacher & Bartlett regarding the legality
of the common stock being registered (previously filed as
Exhibit 5.1 to this Registration Statement (File No.
333-25861) and incorporated herein by reference)
23(a) Consent of Ernst & Young LLP
23(b) Consent of Simpson Thacher & Bartlett (included in their
opinion filed as Exhibit 5 hereto)
24 Power of Attorney