As filed with the Securities and Exchange Commission on April 3, 2002
Registration No. 333-
----
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM S-3
REGISTRATION STATEMENT UNDER
THE SECURITIES ACT OF 1933
IMPRESO, INC.
(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
DELAWARE 75-2849585
(STATE OR OTHER JURISDICTION OF (I.R.S. EMPLOYER
INCORPORATION OR ORGANIZATION) IDENTIFICATION NO.)
652 SOUTHWESTERN BOULEVARD
COPPELL, TEXAS 75019
(972) 462-0100
(ADDRESS, INCLUDING ZIP CODE, AND TELEPHONE NUMBER, INCLUDING AREA CODE, OF
REGISTRANT'S PRINCIPAL EXECUTIVE OFFICES)
MARSHALL D. SOROKWASZ
CHAIRMAN AND CHIEF EXECUTIVE OFFICER
652 SOUTHWESTERN BOULEVARD
COPPELL, TEXAS 75019
(972) 462-0100
(NAME, ADDRESS, INCLUDING ZIP CODE, AND TELEPHONE NUMBER, INCLUDING AREA CODE,
OF AGENT FOR SERVICE)
COPIES TO:
DAVID EARHART
GARDERE WYNNE SEWELL LLP
1601 ELM STREET, SUITE 3000
DALLAS, TEXAS 75201
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 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 for the same offering. [ ]
If this Form is a post-effective amendment filed pursuant to Rule 462(c) under
the Securities Act, please 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. [ ]
CALCULATION OF REGISTRATION FEE
<Table>
<Caption>
=============================================================================================================================
PROPOSED MAXIMUM PROPOSED MAXIMUM
TITLE OF EACH CLASS OF AMOUNT TO BE OFFERING PRICE PER AGGREGATE OFFERING AMOUNT OF
SECURITIES TO BE REGISTERED REGISTERED SHARE(1) PRICE REGISTRATION FEE
- -----------------------------------------------------------------------------------------------------------------------------
Common stock, $0.01 par value per share 441,000 shares $2.89 $1,274,490 $117.25
=============================================================================================================================
</Table>
(1) Estimated solely for the purpose of calculating the registration fee on the
basis of the average of the high and low price paid per share of common
stock, as reported on the Nasdaq SmallCap Market on April 1, 2002 in
accordance with Rule 457(c) promulgated under the Securities Act of 1933,
as amended.
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 OR UNTIL THE REGISTRATION STATEMENT SHALL BECOME
EFFECTIVE ON SUCH DATE AS THE COMMISSION, ACTING PURSUANT TO SAID SECTION 8(a),
MAY DETERMINE.
SUBJECT TO COMPLETION, DATED APRIL 3, 2002
PROSPECTUS
IMPRESO, INC.
652 Southwestern Boulevard
Coppell, Texas 75019
(972) 462-0100
441,000 Shares of Common Stock
The 441,000 shares of our common stock, par value $0.01 per share, offered
hereby are shares of common stock which are currently outstanding or that may be
acquired upon exercise of a warrant and certain options. This Prospectus relates
only to the resale of those shares. The selling shareholders may offer the
shares:
- to or through one or more underwriters;
- directly to private purchasers;
- on the Nasdaq SmallCap Market in typical brokerage transactions;
or
- in negotiated transactions, or otherwise.
The selling shareholders may sell the shares of common stock covered by
this prospectus:
- at market prices prevailing at the time of sale;
- at prices related to the then-prevailing market price; or
- at negotiated prices.
We will receive proceeds on the exercise of a warrant and certain options,
but we will not receive any proceeds from the resale of the shares issuable on
exercise of the warrant or certain options or from the sale of the other shares
offered hereby. No minimum purchase is required, and no arrangement has been
made to have funds received by the selling shareholders or any registered
representatives placed in an escrow, trust or similar account or arrangement.
Our common stock is listed on the Nasdaq SmallCap Market under the symbol
"ZCOM." On April 1, 2002, the closing price for the common stock as reported on
Nasdaq was $2.89 per share.
FOR A DISCUSSION OF CERTAIN RISKS OF AN INVESTMENT IN THE SHARES OF COMMON
STOCK OFFERED HEREBY, SEE "RISK FACTORS" BEGINNING ON PAGE 2.
NEITHER THE SECURITIES AND EXCHANGE COMMISSION NOR ANY STATE SECURITIES
COMMISSION HAS APPROVED OR DISAPPROVED OF THESE SECURITIES OR DETERMINED IF THIS
PROSPECTUS IS TRUTHFUL OR COMPLETE. ANY REPRESENTATION TO THE CONTRARY IS A
CRIMINAL OFFENSE.
April 3, 2002
RISK FACTORS
In evaluating an investment in our common stock, you should carefully
consider the following risk factors and other information contained in or
incorporated by reference into this prospectus. Some information in this
prospectus may contain "forward looking" statements that discuss future
expectations of our financial condition and results of operations. The risk
factors noted in this section and other factors could cause our actual results
to differ materially from those contained in any forward-looking statements.
INDUSTRY RISKS
OUR BUSINESS IS DEPENDENT ON THE AVAILABILITY OF RAW MATERIALS AND OUR ABILITY
TO PASS ON PRICE INCREASES TO OUR CUSTOMERS
Our ability to maintain profitability is heavily dependent upon our ability
to pass through to our customers the full amount of any increase in raw material
costs. The principal raw materials that we use in our products are raw paper,
coated thermal facsimile paper, coated technical paper, carbon and carbonless
paper, transparency film, packaging and other supplies.
Our ability to operate profitably is dependent, in large part, on the
market for these raw materials, particularly paper products. The supply and
demand for these raw materials and the raw materials from which they are
produced are subject to substantial price fluctuations and market disturbances,
including occasional shortages of supply. Prices fluctuate as a result of
changes in lumber, paper pulp and paper prices and the capacity of the companies
that produce these products.
If there is overcapacity in the production of any specific product that we
manufacture and sell, we frequently are not able to pass through the full amount
of any raw material increase. If raw material prices increase and we are not
able to fully pass on the increases to our customers, our profits and our
financial condition will be adversely affected.
INTENSE COMPETITION IN THE PAPER AND FILM PRODUCTS MARKETS MAY ADVERSELY AFFECT
OUR OPERATING RESULTS
The business of supplying paper and film products is extremely competitive.
We believe that there are few barriers to entry into many of our markets. As a
result, we have experienced, and may continue to experience, competition
resulting from new manufacturers of various types of paper and film in our
product line. Also, when new manufacturers enter the market for a product or
existing manufacturers increase capacity, they frequently reduce prices to
achieve market share. Companies also can develop products that have superior
performance characteristics to our products. Any of these actions by our
competitors can adversely affect our sales.
In addition, we face competition from a substantial number of companies
that sell similar and substitute products. Some of these competitors are
subsidiaries or divisions of large international diversified companies with
extensive production facilities, well-developed sales and marketing staffs and
substantial financial resources. We also compete with paper manufacturers who
supply us with raw material but also sell to our customers. Competitive products
also are available from a number of local manufacturers. This results in
competition that is highly price sensitive. We also compete on the basis of
quality, service and timely delivery.
An increase in competition could result in material selling price
reductions or loss of our market share. This could materially adversely affect
our operations and financial condition.
WE ARE SUBJECT TO VARIOUS ENVIRONMENTAL LAWS AND REGULATIONS WHICH GOVERN OUR
OPERATIONS AND WHICH MAY RESULT IN POTENTIAL LIABILITY
Our operations are subject to various federal, state, local and foreign
environmental laws and regulations which govern:
o discharges into the air and water;
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o the storage, handling and disposal of solid and hazardous waste;
o the redemption of soil and ground water contaminated by petroleum
products or hazardous substances or waste; and
o the health and safety of our employees.
Future compliance with these laws and regulations may require material
expenditures by us. In addition, the nature of our current and former operations
and the history of industrial uses at some of our manufacturing facilities
expose us to the risk of liabilities or claims with respect to environmental and
worker health and safety matters. We also may be exposed to claims for
violations of environmental laws and regulations by previous owners or operators
of our property. In addition, the presence of, or failure to remediate,
hazardous substances or waste may adversely affect our ability to sell or rent
any property or to use it as collateral for a loan. We also may be liable for
costs relating to the investigation, remediation or removal of hazardous waste
and substances from a disposal or treatment facility to which we or our
predecessors sent waste or materials.
COMPANY RISKS
WE EXPERIENCE FLUCTUATIONS IN OPERATING RESULTS, WHICH MAY CAUSE OUR STOCK PRICE
TO FLUCTUATE
Our operating results have been subject to significant quarterly and annual
fluctuations. These fluctuations can be caused by:
o global economic conditions;
o fluctuating market demand;
o seasonality, generally in the summer months; and
o fluctuating supplies.
These fluctuations make it more difficult for investors to compare our
operating results to corresponding prior year periods. These fluctuations also
may cause our stock price to fluctuate. You should not rely on our results of
operations for any particular quarter or year as indicative of our results for a
full year or any future period.
BECAUSE WE HAVE LIMITED CONTRACTUAL RELATIONSHIPS WITH OUR CUSTOMERS, OUR
CUSTOMERS MAY UNILATERALLY REDUCE THE PURCHASE OF OUR PRODUCTS
We generally do not enter into long-term contractual relationships with our
customers. As a result, our customers may unilaterally reduce the purchase of
our products or, in certain cases, terminate existing orders for which we may
have incurred significant production costs.
During the fiscal years ended August 31, 2000 and August 31, 2001, and the
six-month period ended February 28, 2001, two customers represented 28%, 28%,
and 25%; and 11%, 11%, and 13% of our revenues. If either of these customers
significantly reduces its purchases or eliminates them, we could be adversely
affected.
A significant portion of our business is the sale of IBM branded products.
If the IBM license agreement is terminated, we would be adversely affected.
We maintain a large inventory of finished goods and raw materials which
makes us vulnerable to losses if prices for our finished inventory or raw
materials decline or if new technology is developed that makes a significant
portion of our products held in inventory obsolete.
3
Technological changes in the machinery and equipment using our products may
cause us to spend large amounts of money to refit our manufacturing equipment
and take other actions necessary to meet the changed demand.
We have experienced and may continue to experience any or all of these
risks. Any of these factors may materially adversely affect our sales, profits,
cash flow and financial position, which could adversely affect our stock price.
WE MAY, FROM TIME TO TIME, EXPERIENCE PROBLEMS IN OUR LABOR RELATIONS
None of our employees is represented by unions. A significant change in
status could adversely affect our operations.
THE LIMITED TRADING MARKET FOR OUR COMMON STOCK MAY RESULT IN SIGNIFICANT
FLUCTUATIONS IN THE MARKET PRICE
The trading activity of our common stock has been very limited. During the
12-month period ended December 31, 2001, our daily trading volume averaged
approximately 2,000 shares. Low trading volumes may cause significant
fluctuations in the market price of our common stock, and historic prices may
not necessarily be indicative of what the market price of our stock would be in
a more liquid market.
OUR PRINCIPAL STOCKHOLDER CAN INFLUENCE MOST MATTERS REQUIRING APPROVAL BY OUR
STOCKHOLDERS
As of December 31, 2001, Mr. Sorokwasz, our Chairman, Chief Executive
Officer and President, controlled the right to vote approximately 46% of our
common stock, individually, as Trustee for the Sorokwasz Irrevocable Trust, and
for shares owned by his wife and minor child of which he disclaims beneficial
ownership. As a result of this voting power, Mr. Sorokwasz may have the ability
to determine the election of all of our directors, direct our policies and
control the outcome of substantially all matters which may be put to a vote of
our stockholders.
FINANCIAL RISKS
WE HAVE A HIGH LEVEL OF DEBT RELATIVE TO OUR EQUITY, WHICH REDUCES CASH FLOW
AVAILABLE FOR OUR BUSINESS, WHICH MAY ADVERSELY AFFECT OUR ABILITY TO OBTAIN
ADDITIONAL FUNDS AND INCREASES OUR VULNERABILITY TO ECONOMIC OR BUSINESS
DOWNTURNS
We are highly leveraged, a substantial part of our assets is subject to
liens, and our operations are subject to restrictions imposed by the terms of
our indebtedness. As of November 30, 2001, our total consolidated indebtedness,
including short-term borrowings, was approximately $42 million, and our total
stockholders' equity was approximately $15.5 million. Total indebtedness
represented 2.7 times the total capitalization.
Accordingly, we are subject to all of the risks associated with substantial
indebtedness, including:
o a substantial portion of our cash flow from operations will be used to
service indebtedness;
o we will have reduced funds available for operations, future business
opportunities and other purposes;
o our ability to obtain additional financing for acquisitions, working
capital, capital expenditures, general corporate or other purposes may
be impaired; and
o we are more vulnerable to economic downturns and less able to
withstand competitive pressures and react to changes in our industry
and general economic conditions.
In addition, our revolving loan agreement under which a major portion of
our borrowings are made contain covenants which may limit our operating
flexibility with respect to certain business matters.
4
IF WE FAIL TO MEET OUR SCHEDULED DEBT SERVICE REQUIREMENTS, WE MAY NEED TO
REFINANCE OUR INDEBTEDNESS OR SELL MATERIAL ASSETS
If we are unable to meet our future debt service requirements from our cash
flow, we will be required to adopt one or more alternatives such as refinancing
or restructuring our indebtedness, selling material assets or operations or
seeking to raise additional debt or equity capital. There can be no assurance
that any of these actions could be taken on a timely basis or on satisfactory
terms or that we will be able to satisfy our additional capital requirements. In
addition, the terms of the loan agreements may prohibit us from adopting any of
one or more of the alternatives which might otherwise be available.
OUR HOTSHEET.COM INTERNET BUSINESS MAY NEVER ACHIEVE SIGNIFICANT PROFITABILITY
We are currently undertaking to expand the business of our HotSheet.com
portal. We are unable to predict with certainty what the total cost will be in
our attempt to exploit this portal, nor can we predict with certainty whether
our efforts will result in a profit. Accordingly there is no assurance that our
activities with regard to HotSheet will be profitable.
THE COMPANY
We are the holding company of TST/Impreso, Inc. ("TST"), a manufacturer and
distributor to dealers and other resellers of various paper and film products
for commercial and home use in domestic and international markets, and
Hotsheet.com, Inc., the owner of Hotsheet.com(R), an online web reference
directory.
The primary operating company, TST, was founded in 1976. TST operates in
the hard copy supply market, which encompasses those products used with a hard
copy output or "imaging" device. Approximately 98% of TST's total output is
initially sold domestically. Independent resellers purchase and may further
distribute the products internationally. On April 26, 2001, TST purchased
substantially all of the assets of the Sky Division of Durango Georgia
Converting LLC, increasing the number of its manufacturing facilities to four.
Through its four manufacturing facilities and 57 public warehouse locations
throughout the United States and in Quebec, Canada, TST manufactures and
distributes its products under its own IMPRESO(R) label, generic labels and
private labels. In April 1997, TST entered into a non-exclusive Trademark
Licensing Agreement with International Business Machines Corporation for the
manufacture and distribution of a selected line of paper products. In 1999, this
agreement was extended and new products were added.
The hard copy imaging business is a very competitive industry. Advances in
hardware and imaging material technology have accelerated business and public
consumption of new types of products and are changing the industry's customers,
products and channels of distribution. TST has strategically located its
distribution points so that it can deliver its products to customers in most
major cities in the United States within 24 hours. TST has approximately 3,200
customers, ranging in size from small business forms dealers to large office
product wholesalers with multiple offices and branches. An increasing segment of
our customer base has been large and medium size mass merchants, including
computer and office superstores. Our primary method of generating sales contacts
is through our own sales force, manufacturers' sales representatives, extensive
marketing programs, referrals and reputation.
Our other subsidiary, Hotsheet.com, Inc., owns and operates the
Hotsheet.com web portal. Hotsheet(R) is an internet website directory, or
portal, specializing in listing popular and useful web destinations utilized by
a wide general audience. The 14 primary categories provide over 500 links to
premier sites. Hotsheet is unique due to the single-page presentation of the
main directory. Services provided by Hotsheet.com include My Hotsheet, a unique
method of bookmark management that lets users create their own personalized page
of categorized favorite links, and Hotsheet Super Search, a "meta-search" that
combines results from multiple web search engines and ranks them by relevance.
Our common stock is listed on the Nasdaq SmallCap Market under the symbol
"ZCOM." Our principal executive offices are located at 652 Southwestern
Boulevard, Coppell, Texas 75019, and our telephone number at that address is
(972) 462-0100.
5
THE OFFERING
Of the 441,000 shares offered hereby, 50,000 shares are issuable from time
to time on the exercise of a warrant to purchase an aggregate of 50,000 shares
of common stock that were sold in connection with engaging Salomon Grey
Financial Services to perform investment banking services (the "Salomon Grey
Warrant"). 30,000 shares under the Salomon Grey Warrant are currently
exercisable; 10,000 shares under the Salomon Grey Warrant are exercisable on or
after May 2, 2002; and 10,000 shares under the Solomon Grey Warrant are
exercisable on or after November 2, 2002. The Salomon Grey Warrant remains
exercisable until November 1, 2006 at an exercise price of $2.00 per share.
Of the 441,000 shares offered hereby, 191,000 shares are issuable from time
to time on the exercise of options to purchase an aggregate of 191,000 shares of
common stock granted to our employees outside of an employee benefit plan (the
"Employee Options"). The Employee Options have a five-year term, subject to
earlier termination for the termination of employment, and vest in 50%
increments over a two-year period.
This offering relates solely to resales of the shares acquired on the
exercise of the Salomon Grey Warrant and the Employee Options. We are not
offering the Salomon Grey Warrant or the Employee Options. This prospectus also
relates to the resale of any additional shares as may become issuable on the
exercise of the Salomon Grey Warrant and the Employee Options pursuant to the
anti-dilution provisions thereof. We will not receive any proceeds from the
resale of the shares issuable on exercise of the Salomon Grey Warrant and the
Employee Options. We will receive proceeds of approximately $100,000 on the
exercise of the Salomon Grey and approximately $454,350 on the exercise of the
currently granted Employee Options.
The remaining 200,000 shares offered hereby are currently outstanding
shares of common stock that were issued to our founders in August, 1976 (the
"Founders' Shares").
The Founders' Shares may be resold in the market from time to time. We are
not offering the Founders' Shares and will not receive any proceeds from the
resale of the Founders' Shares.
USE OF PROCEEDS
Upon exercise, we will receive proceeds equal to the exercise price of the
Salomon Grey Warrant and the Employee Options, which will total approximately
$554,350. We presently intend to add the proceeds from the exercise of the
Salomon Grey Warrant and the Employee Options to our general working capital.
We will not receive any proceeds from the sale of the Shares that may be
resold from time to time by the selling shareholders.
We expect to incur expenses in connection with this offering in the amount
of approximately $9,700 for registration, legal, accounting and miscellaneous
fees and expenses.
SELLING SHAREHOLDERS
The following table sets forth, to the best of our knowledge, information
concerning the selling shareholders, the number of shares currently held by the
selling shareholders, the number of shares to be offered and sold by the selling
shareholders and the amount and percentage of common stock that will be owned by
the selling shareholders following the offering (assuming sale of all shares of
common stock being offered) by the selling shareholders:
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<Table>
<Caption>
Number of Percent of
Relationship to Total Shares Number of Shares Held Outstanding After
Name Impreso, Inc. Currently Held Shares Offered After Offering Offering(1)
- ---- --------------- -------------- -------------- -------------- -----------------
Salomon Grey Financial Consultant -0- 50,000(2) -0- (3)
Corporation
Marshall Sorokwasz President, CEO, 58,587(7) 5,000(4)
Treasurer, 25,000(5)
Director 35,000(6) 58,587(7) 1.06%
Sorokwasz Irrevocable Trustee is Pres., 2,333,360 127,420(8) 2,205,940 39.96%
Trust CEO & Treas.
Richard D. Bloom Sr. Vice President 784,820 41,808(8)
Of Operations, 5,000(4)
Director 10,000(5)
5,000(6) 743,012 13.46%
Donald E. Jett Secretary 577,650 30,772(8) 546,878 9.9%
John Graves Vice President 900 5,000(4)
of Manufacturing 5,000(5)
7,500(6) 900 (3)
Jeffery Boren Vice President of 8,238 5,000(4)
Sales, Marketing 7,500(5)
10,000(6) 8,238 (3)
Susan Atkins CFO -0- 5,000(4)
& V.P. of Finance 5,000(5)
7,500(6) -0- (3)
Dwight Staubs Vice President -0- 5,000(6) -0- (3)
Tammy Yahiel General Counsel 1,750 5,000(4)
5,000(5)
7,500(6) 1,750 (3)
Todd Hartman Employee 933 5,000(4)
5,000(5)
5,000(6) 933 (3)
Tom Baglio Employee 618 2,500(5) 618 (3)
Troy Hill Employee 1,057 1,500(5) 1,057 (3)
Kurt Niedenthal Employee 100 500(5)
1,000(6) 100 (3)
Clint Howard Employee -0- 500(5) -0- (3)
Mark Spalding Employee -0- 500(5)
1,000(6) -0- (3)
Larry Clark Employee -0- 500(6) -0- (3)
John Stateler Employee -0- 500(6) -0- (3)
Jay Waligora Employee -0- 500(6) -0- (3)
Henry Estrada Employee -0- 500(6) -0- (3)
Bill Green Employee -0- 500(6) -0- (3)
Gaye Eash Employee -0- 500(6) -0- (3)
T.J. Gomez Employee 100 250(6) 100 (3)
Debbie Gomez Employee 100 250(6) 100 (3)
</Table>
(1) Based upon 5,278,780 shares of common stock outstanding on January 11, 2002
and assuming the sale of all shares of common stock offered by this
registration statement and prospectus.
(2) These shares are acquirable upon the exercise of the Salomon Grey Warrant
at an exercise price of $2.00 per share, subject to adjustment.
7
(3) Less than 1%.
(4) These shares are acquirable upon the exercise of an Employee Option at an
exercise price of $3.00 per share, subject to adjustment.
(5) These shares are acquirable upon the exercise of an Employee Option at an
exercise price of $2.9375 per share, subject to adjustment.
(6) These shares are acquirable upon the exercise of an Employee Option at an
exercise price of $1.70 per share, subject to adjustment.
(7) Does not include 38,415 shares owned by Mr. Sorokwasz's wife and 16,250
shares owned by Mr. Sorokwasz's wife as custodian for a minor child, as to
which Mr. Sorokwasz disclaims any beneficial ownership.
(8) Founder's Shares.
PLAN OF DISTRIBUTION
The selling shareholders may offer the shares covered by this prospectus
for resale from time to time in one or more types of transactions (which may
include block transactions) on Nasdaq, in the over-the-counter market, in
negotiated transactions, through put or call options transactions relating to
the shares of common stock, through short sales of shares of common stock, or a
combination of such methods of sale, or otherwise at prices and at terms then
prevailing or at prices related to the then current market price, or in
negotiated transactions. The shares of common stock may be sold by one or more
of the following methods: (a) a block trade in which the broker or dealer so
engaged will attempt to sell the shares of common stock as agent but may
position and resell a portion of the block as principal in order to facilitate
the transaction; (b) a purchase by a broker or dealer as principal, and the
resale by such broker or dealer for its account pursuant to this prospectus,
including resale to another broker or dealer; (c) ordinary brokerage
transactions and transactions in which the broker solicits purchasers; (d)
privately negotiated transactions; (e) through put or call transactions; (f)
through short sales of the offered shares; and (g) through underwritten
transactions or otherwise. The period of distribution of these shares of common
stock may occur over an extended period of time. This offering is expected to
terminate in November of 2006, or at such earlier time as all shares offered
have been sold.
The selling shareholders may effect such transactions by selling the shares
of common stock directly to purchasers or to or through a broker or dealer, who
may act as an agent or principal. Such broker or dealer may receive compensation
in the form of discounts, concessions, or commissions from the selling
shareholders and/or the purchasers of shares of common stock for whom such
broker or dealer may act as agent or to whom he sells as principal, or both
(which compensation as to a particular broker or dealer might be in excess of
customary commissions). We know of no existing arrangements between any selling
stockholder, broker, dealer, underwriter or agent relating to the sale or
distribution of the shares of common stock.
The selling shareholders will not pay any of the proceeds from the sale of
the shares of common stock to us. We expect to incur expenses in connection with
this offering in the amount of approximately $9,700 for registration, legal,
accounting and miscellaneous fees and expenses. The selling shareholders will be
solely responsible for commissions and discounts of brokers, dealers or agents,
other selling expenses and the fees and expenses of their own counsel related to
registration and resale of their shares, if any, none of which expenses will be
borne by us.
In offering the securities, the selling shareholders and any broker-dealers
and any other participating broker-dealers who execute sales for the selling
shareholders may be deemed to be "underwriters" within the meaning of Section
2(11) of the Securities Act of 1934, as amended, in connection with such sales,
and any profits realized by the selling shareholders and the compensation of
such broker-dealers may be deemed to be underwriting discounts and commissions.
In addition, any shares covered by this prospectus that qualify for sale
pursuant to Rule 144 may be sold under Rule 144 rather than pursuant to this
prospectus.
8
We intend to advise the selling shareholders that while they are selling
the securities, they (1) are required to comply with Regulation M under the
Securities Exchange Act of 1934, as amended, (as described in more detail
below), (2) may not engage in any stabilization activity, except as permitted
under the Exchange Act, (3) are required to furnish each broker-dealer (who may
offer this common stock) copies of this prospectus, and (4) may not bid for or
purchase any of our securities or attempt to induce any person to purchase any
securities except as permitted under the Exchange Act.
Regulation M under the Exchange Act prohibits, with certain exceptions,
participants in a distribution from bidding for or purchasing, for an account in
which the participant has a beneficial interest, any of the securities that are
the subject of the distribution. Regulation M also governs bids and purchases
made in order to stabilize the price of a security in connection with a
distribution of the security.
DESCRIPTION OF SECURITIES TO BE REGISTERED
A description of our common stock has been incorporated by reference to the
registration statement on Form S-4 of TST/Impreso, Inc., our predecessor, as
filed with the Commission on January 20, 2000.
LEGAL MATTERS
The validity of the securities offered by this prospectus will be passed
upon for us by Gardere Wynne Sewell LLP.
WHERE YOU CAN FIND MORE INFORMATION
We file annual, quarterly and special reports, proxy statements and other
information with the Securities and Exchange Commission. You may read and copy
any document we file with the Commission at the Commission's Public Reference
Room at 450 Fifth Street, N.W., Washington, D.C. 20549. Please call the
Commission at 1-800-SEC-0330 for further information on the operation of the
Public Reference Room. Our filings with the Commission are also available to the
public at the Commission's web site at http://www.sec.gov.
The Commission allows us to "incorporate by reference" the information we
file with them, which means that we can disclose important information to you by
referring you to those documents. The information incorporated by reference is
considered to be part of this prospectus, and later information filed with the
Commission will update and supersede information filed earlier. We incorporate
by reference the documents listed below and any future filings made with the
Commission under Sections 13(a), 13(c), 14, or 15(d) of the Exchange Act until
this offering is completed.
(a) Our Quarterly Report on Form 10-Q for the quarter ended November 30,
2001, as filed on January 14, 2002.
(b) Our Annual Report on Form 10-K for the fiscal year ended August 31, 2001,
as filed on November 29, 2001.
(c) TST/Impreso, Inc.'s Amended Registration Statement on Form S-4/A, as
filed on January 20, 2000.
You may request a copy of these filings, at no cost, by writing or
telephoning us at Impreso, Inc., 652 Southwestern Boulevard, Coppell, Texas
75019, Attention: Legal Department, (972) 462-0100, ext. 117.
9
[BACK COVER]
You should rely only on the information incorporated by reference or provided in
this prospectus or any prospectus supplement. We have not authorized any person
to provide you with different information. We are not making an offer of these
securities in any state where offers are not permitted. You should not assume
that the information in this prospectus or any prospectus supplement is accurate
as of any time subsequent to the date of this prospectus.
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
ITEM 14. OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION
The following table sets forth the costs and expenses payable in connection
with the sale of the shares of common stock being registered under this
registration statement. All amounts other than the registration fee payable to
the Commission are estimates.
<Table>
Commission Registration Fee.......... $ 117.25
Legal Fees and Expenses.............. $ 4,000.00
Accounting Fees and Expenses......... $ 5,000.00
Miscellaneous........................ $ 600.00
Total.......................... $ 9,717.25
</Table>
ITEM 15. INDEMNIFICATION OF DIRECTORS AND OFFICERS
The Registrant's Certificate of Incorporation provides that the personal
liability of directors of the Registrant is eliminated to the fullest extent
permitted by Section 102(b)(7) of the Delaware General Corporation Law ("DGCL").
Pursuant to the provisions of Section 145 of the DGCL, every Delaware
corporation has the power 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 (other than an action by or in the right of the corporation)
by reason of the fact that such person is or was a director, officer, employee
or agent of the corporation or is or was serving in such a capacity at the
request of the corporation for another corporation, partnership, joint venture,
trust or other enterprise, against any and all expenses, judgments, fines and
amounts paid in settlement and reasonably incurred in connection with such
action, suit or proceeding. The power to indemnify applies only if such person
acted in good faith and in a manner such person reasonably believed to be in the
best interests, or not opposed to the best interests, of the corporation and,
with respect to any criminal action or proceeding, had no reasonable cause to
believe his or her conduct was unlawful.
The power to indemnify applies to actions brought by or in the right of the
corporation as well, but only to the extent of defense and settlement expenses
and not to any satisfaction of a judgment or settlement of the claim itself, and
with the further limitation that in such actions no indemnification shall be
made in the event of any adjudication of negligence or misconduct unless the
court, in its discretion, believes that in light of all the circumstances
indemnification should apply.
The Registrant's Certificate of Incorporation contains provisions
authorizing it to indemnify its officers and directors to the fullest extent
permitted by the DGCL.
ITEM 16. EXHIBITS
5.1 Opinion of Gardere Wynne Sewell LLP
23.1 Consent of Arthur Andersen LLP
23.2 Consent of Gardere Wynne Sewell LLP (included in Exhibit 5.1)
24.1 Power of Attorney (included on signature page)
ITEM 17. UNDERTAKINGS
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 foregoing provisions or otherwise, the registrant has
Part II - Page 1
been advised that in the opinion of the 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 of 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.
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
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
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 percent change in the maximum aggregate offering
price set forth in the "Calculation of Registration Fee" table
in the effective registration statement; and
(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;
(2) That, for the purpose of determining any liability under the 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 of 1933, each filing of the
registrant's annual report pursuant to Section 13(a) or Section 15(d) of the
Exchange Act of 1934 (and, where applicable, each filing of an employee benefit
plan's annual report pursuant to Section 15(d) of the Exchange Act of 1934) that
is incorporated by reference in this 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.
Part II - Page 2
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, 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 registration
statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Coppell, State of Texas, on this the 3rd day of
April, 2002.
IMPRESO, INC.
By: /s/ Marshall D. Sorokwasz
----------------------------------------------
Marshall D. Sorokwasz, Chief Executive Officer
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears
below constitutes and appoints Marshall Sorokwasz his true and lawful
attorney-in-fact and agent, with full power of substitution and resubstitution,
for him in his name, place and stead, in any and all capacities, to sign any or
all amendments to this registration statement and additional registration
statements relating to the same offering, and to file the same, with all
exhibits thereto, and all other documents in connection therewith, with the
Securities and Exchange Commission, granting unto said attorney-in-fact and
agent full power and authority to do and perform each and every act and thing
requisite and necessary to be done in and about the premises, as fully to all
intents and purposes as he might or could do in person, hereby ratifying and
confirming all that said attorney-in-fact and agent, or his substitute or
substitutes, may lawfully do or cause to be done by virtue thereof.
Pursuant to the requirements of the Securities Act of 1933, this
registration statement has been signed by the following persons in the
capacities and on the dates indicated.
<Table>
<Caption>
Name Title Date
---- ----- ----
/s/ Marshall D. Sorokwasz Chairman of the Board of Directors, April 3, 2002
- ------------------------- Chief Executive Officer, President
Marshall D. Sorokwasz and Director (Principal
Executive Officer)
/s/ Richard D. Bloom Senior Vice President of Operations April 3, 2002
- ------------------------- and Director
Richard D. Bloom
/s/ Donald E. Jett Secretary and Director April 3, 2002
- -------------------------
Donald E. Jett
/s/ Susan M. Atkins Vice President of Finance April 3, 2002
- ------------------------- (Principal Financial Officer and
Susan M. Atkins Principal Accounting Officer)
/s/ Jay W. Ungerman Director April 3, 2002
- -------------------------
Jay W. Ungerman
/s/ Robert F. Troisio Director April 3, 2002
- -------------------------
Robert F. Troisio
/s/ Bob L. Minyard Director April 3, 2002
- -------------------------
Bob L. Minyard
INDEX TO EXHIBITS
<Table>
<Caption>
EXHIBIT
NUMBER DESCRIPTION
- ------- -----------
5.1 Opinion of Gardere Wynne Sewell LLP
23.1 Consent of Arthur Andersen LLP
23.2 Consent of Gardere Wynne Sewell LLP (included in Exhibit 5.1)
24.1 Power of Attorney (included on signature page)
</Table>