SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM 8-K
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CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF
THE SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported) April 1, 1999
CADMUS COMMUNICATIONS CORPORATION
(Exact name of registrant as specified in its charter)
VIRGINIA 0-12954 54-1274108
(State or other jurisdiction of (Commission (I.R.S. Employer
incorporation or organization) File Number) Identification Number)
6620 WEST BROAD STREET, SUITE 240, RICHMOND, VIRGINIA 23230
(Address of principal executive offices) (Zip Code)
REGISTRANT'S TELEPHONE NUMBER, INCLUDING AREA CODE (804) 287-5680
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ITEM 2. ACQUISITION OR DISPOSITION OF ASSETS
On April 1, 1999, Cadmus Communications Corporation ("Cadmus" or the "Company")
consummated the purchase of all of the outstanding stock of Melham Holdings
Inc., a Delaware corporation. The purchase was pursuant to the terms of a Stock
Purchase Agreement dated April 1, 1999, (the "Agreement"), by and among Cadmus
Communications Corporation, Melham U.S. Inc., Purico (IOM) Limited, and Paul F.
Mack. A copy of the Agreement is filed as Exhibit 2.1 hereto and incorporated
herein by reference. Immediately prior to consummation of the transactions
contemplated by the Agreement, Melham U.S. Inc., Purico (IOM) Limited, and Paul
F. Mack (collectively the "Sellers") owned 100% of Melham Holdings Inc.
The principal operating subsidiary of Melham Holdings Inc. is Mack Printing
Company ("Mack"), a full-service printer that produces a wide variety of
short-to medium-run magazines and journals generally for customers in the
mid-Atlantic and northeast regions of the United States. Immediately prior to
consummation of the transactions contemplated by the Agreement, Melham Holdings
Inc. indirectly owned approximately 85% of Mack through Melham, Inc., a Delaware
corporation. In connection with the consummation of the transactions
contemplated by the Agreement, Mack repurchased approximately 15% of its
then-outstanding equity securities from other securityholders and repaid certain
indebtedness to such securityholders pursuant to the terms of a Stock and Note
Purchase Agreement, a copy of which is filed as Exhibit 2.2 hereto and
incorporated herein by reference.
The purchase price was approximately $200 million and consisted of the
following: approximately $110 million in Bridge Financing Notes with J.P. Morgan
Venture Corporation, First Union Investors, Inc. and the Sellers and former Mack
securityholders; approximately $66 million in cash used to repay certain
indebtedness of Mack; approximately 1.2 million shares of the Company's common
stock; and approximately $6.4 million in subordinated notes of the Company. The
Bridge Financing Notes are expected to be paid with the proceeds of $125 million
of senior subordinated notes that Cadmus plans to issue in its fiscal fourth
quarter. The senior subordinated notes are anticipated to have a 10 year term.
In connection with the transactions contemplated by the Agreement, the Company
elected Mr. Nathu R. Puri, a majority shareholder of Melham U.S. Inc. and Purico
(IOM) Limited, to the Board of Directors of the Company to serve until the next
annual meeting of shareholders of the Company.
The purchase price was established through arms-length negotiations among the
parties. The cash purchase price paid at closing was provided by a new $200
million revolving credit/term loan facility led by Wachovia Bank N.A., and
co-managed by First Union National Bank and Nationsbank N.A. The new facility
has a term of five years.
The facilities of Mack include its headquarters in Easton, Pennsylvania with
manufacturing facilities located in Easton, Ephrata, and East Stroudsburg,
Pennsylvania, as well as in Baltimore, Maryland. Cadmus intends to continue to
use these facilities for the same or similar purposes.
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS.
(a) Financial statements of Melham Holdings Inc.
The required financial statements of Melham Holdings Inc. are not
included in this report but will be filed by amendment within 60 days
of the due date of this report.
(b) Pro forma financial statements of Cadmus Communications Corporation
The required pro forma financial statements of Cadmus Communications
Corporation are not included in this report but will be filed by
amendment within 60 days of the due date of this report.
(c) Exhibits
Index of Exhibits
Exhibit 2.1 Stock Purchase Agreement dated April 1, 1999, by and
among Cadmus Communications Corporation, Melham U.S. Inc., Purico
(IOM) Limited, and Paul F. Mack - The schedules and exhibits to
this Agreement are omitted in accordance with the instructions to
Item 601 (b) (2) of Regulation S-K. A listing of such schedules
and exhibits is found in the Agreement and Cadmus hereby
undertakes to supply the Securities and Exchange Commission
supplementally with a copy of any such exhibits upon request.
Exhibit 2.2 Stock and Note Purchase Agreement dated April 1,
1999, by and among Mack Printing Company, Mack Printing Group,
Inc., Science Craftsman Incorporated, Port City Press, Inc.,
Melham, Inc., and G.S. Mezzanine Partners, L.P., G.S. Mezzanine
Partners Offshore, L.P., Stone Street Fund 1997, L.P., and Bridge
Street Fund 1997, L.P.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
Registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized on April 14, 1999.
CADMUS COMMUNICATIONS CORPORATION
By: /s/ C. Stephenson Gillispie, Jr.
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C. Stephenson Gillispie, Jr.
Chairman, President, and Chief Executive Officer
EXHIBIT INDEX
EXHIBIT
2.1 Stock Purchase Agreement dated as of April 1, 1999, by
and among Cadmus Communications Corporation, Melham U.S. Inc.,
Purico (IOM) Limited, and Paul F. Mack.
2.2 Stock and Note Purchase Agreement dated as of April 1, 1999, by
and among Mack Printing Company, Mack Printing Group, Inc.,
Science Craftsman Incorporated, Port City Press, Inc., Melham,
Inc., and G.S. Mezzanine Partners, L.P., G.S. Mezzanine Partners
Offshore, L.P., Stone Street Fund 1997, L.P., and Bridge Street
Fund 1997, L.P.