AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON APRIL 20, 1998
REGISTRATION STATEMENT 333-46541
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON D.C. 20549
----------------

AMENDMENT NO. 3

TO
FORM S-1
REGISTRATION STATEMENT
UNDER THE
SECURITIES ACT OF 1933
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CUNNINGHAM GRAPHICS INTERNATIONAL, INC.
(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)

NEW JERSEY 2750 22-3561164
(State or Other Jurisdiction (Primary Standard Industrial (I.R.S. Employer
of Incorporation or Organization) Classification Code Number) Identification Number)

629 GROVE STREET
JERSEY CITY, NEW JERSEY 07310
(201) 217-1990
(Address, Including Zip Code, and Telephone Number, Including Area Code, of
Registrant's Principal Executive Offices)

MR. MICHAEL R. CUNNINGHAM
CHAIRMAN, PRESIDENT AND CHIEF EXECUTIVE OFFICER
629 GROVE STREET
JERSEY CITY, NEW JERSEY 07310
(201) 217-1990
(Name, Address Including Zip Code, and Telephone Number, Including Area Code,
of Agent For Service)
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Copies of Communications to:

JEFFREY A. BAUMEL, ESQ. JEFFREY S. LOWENTHAL, ESQ.
LAWRENCE A. GOLDMAN, ESQ. STROOCK & STROOCK & LAVAN LLP
GIBBONS, DEL DEO, DOLAN, 180 MAIDEN LANE
GRIFFINGER & VECCHIONE, P.C. NEW YORK, NEW YORK 10038
ONE RIVERFRONT PLAZA (212) 806-5400
NEWARK, NEW JERSEY 07102
(973) 596-4500

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APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO THE PUBLIC: As soon as
practicable after the effective date of this Registration Statement.

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, check the following box. [ ]

If this form is filed to register additional securities for an offering
pursuant to Rule 462(b) 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 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 this form is a post-effective amendment filed pursuant to Rule 462(d)
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,
check the following box. [X]

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 THIS REGISTRATION STATEMENT SHALL BECOME
EFFECTIVE ON SUCH DATE AS THE COMMISSION, ACTING PURSUANT TO SAID SECTION 8(A),
MAY DETERMINE.
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PART II

INFORMATION NOT REQUIRED IN PROSPECTUS

ITEM 13. OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION

Set forth below is an estimate of the fees and expenses to be incurred in
connection with the issuance and distribution of the shares of Common Stock
offered hereby.

Securities and Exchange Commission Registration Fee ......... $ 9,262
NASD Filing Fee ............................................. $ 3,640
NASDAQ Listing Fee -- National Market Fee ................... $44,500
Blue Sky Fees and Expenses .................................. $ 3,000
-------
Legal Fees and Expenses ..................................... $ *
Accounting Fees ............................................. $ *
Printing and Engraving Costs ................................ $ *
Transfer Agent Fees ......................................... $ *
Miscellaneous Expenses ...................................... $ *
=======
Total ....................................................... $800,000
========

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* To be included by amendment.

ITEM 14. INDEMNIFICATION OF DIRECTORS AND OFFICERS

The Registrant's Certificate of Incorporation contains a provision
eliminating or limiting director liability to the Registrant and its
stockholders for monetary damages arising from acts or omissions in the
director's capacity as director. The provision does not, however, eliminate or
limit the personal liability of a director (i) for any breach of such director's
duty of loyalty to the Registrant or its stockholders, (ii) for acts or
omissions not in good faith or which involve intentional misconduct or knowing
violation of the law, (iii) under the New Jersey statutory provision making
directors personally liable, under a negligence standard, for unlawful dividends
or unlawful stock purchases or redemptions or (iv) for any transaction from
which the director derived an improper personal benefit. This provision offers
persons who serve on the Board of Directors of the Registrant protection against
awards of monetary damages resulting from breaches of their duty of care (except
as indicated above). As a result of this provision, the ability of the
Registrant or a stockholder thereof to successfully prosecute an action against
a director for breach of his duty of care is limited. However, the provision
does not affect the availability of equitable remedies such as an injunction or
rescission based upon a director's breach of his duty of care. The Securities
and Exchange Commission has taken the position that the provision will have no
effect on claims arising under the federal securities laws.

In addition, the Registrant's Certificate of Incorporation and Bylaws
provide for mandatory indemnification rights, subject to limited exceptions, to
any director or officer of the Registrant who by reason of the fact that he or
she is a director or officer of the Registrant, is involved in a legal
proceeding of any nature. Such indemnification rights include reimbursement for
expenses incurred by such director, officer, employee or agent in advance of the
final deposition of such proceeding in accordance with the applicable provisions
of the New Jersey Business Corporation Act.

Each of the officers and directors of the Company is insured against
certain liabilities which he or she might incur in his or her capacity as an
officer or director pursuant to a Directors and Officers Liability Policy issued
by Federal Insurance Company of Warren, New Jersey. The general effect of this
policy is that if during the policy period any claim or claims are made against
the officers and directors of the Company or any of them individually for a
Wrongful Act (as defined in the policy) while acting in their individual or
collective capacities as directors or officers, and the Company has indemnified
them, the insurer will pay for 100% of any Loss (as defined in the policy). In
those instances where the officers and directors are not indemnified by the
Company, the insurer will pay on behalf of the officers and directors

II-1

of the Company or any of them, their executors, administrators, or assigns, 100%
of the Loss. The insurer's combined limit of liability is $1,000,000 during any
policy year and $1,000,000 for any single Loss. "Wrongful Act" is defined as any
error, misstatement, misleading statement, act, omission, neglect or breach of
duty actually or allegedly committed or attempted by the officers or directors
of the Company while acting in their individual or collective capacities or in
any matter, not excluded by the terms and conditions of the policy, claimed
against them by reason of their being directors or officers of the Company. The
term "Loss" is defined as any amount which the Company shall be required or
permitted by law to pay to such person as indemnity for a claim or claims made
against them for "Wrongful Acts," and includes damages, judgments, settlements,
costs, charges, and expenses incurred in the defense of actions, suits or
proceedings and appeals therefrom, except that the term "Loss" does not include
fines or penalties imposed by law or matters which may be deemed uninsurable
under the law pursuant to which the policy shall be construed.

ITEM 15. RECENT SALES OF UNREGISTERED SECURITIES

Upon formation of the Company, one share of Common Stock was issued to
Michael R. Cunningham.

Immediately prior to the Offering, the Company is closing the private
placement of 2,595,260 shares of Common Stock to the existing stockholders of
the Predecessor in connection with the Reorganization.

The recipients of these securities are the following:

NAME NUMBER OF SHARES
------------------------------------------------- -----------------
Michael R. Cunningham .................... 2,050,727
Gordon Mays .............................. 228,198
Timothy Mays ............................. 165,803
James J. Cunningham, Trustee ............. 130,898
William J. Mays, Trustee ................. 9,817
William Edward Shannon, Trustee .......... 9,817

Contemporaneously with the completion of the Offering, the Company is
closing the private placement of 169,739 shares of Common Stock to the selling
stockholders of Roda as part of the purchase price for the shares of capital
stock of Roda. For purposes of the transaction, a share of Common Stock is being
valued at the initial public offering price.

The recipients of these securities are the following:

NAME NUMBER OF SHARES
-------------------------------------------------- -----------------
Peter L. Furlonge ......................... 128,323
Ralph J. Elman ............................ 624
Stelby Holdings Limited ................... 3,999
Central Investments Limited ............... 17,901
The Naggar Family Pension Scheme .......... 3,999
M. L. Tagliaferri ......................... 508
M. D. Moriarty ............................ 51
Mrs. J. Moriarty .......................... 76
George Harvey ............................. 14,258

The Company relies on Section 4(2) of the Securities Act in making the
foregoing private placements. No offer was made to any person other than the
existing stockholders of the Predecessor and the selling stockholders of Roda
Limited.

No underwriters are involved nor will any commissions be paid in connection
with the foregoing transactions.

II-2

ITEM 16. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES

EXHIBIT NO. DESCRIPTION
- ---------------- -------------------------------------------------------------
1.1- Form of Underwriting Agreement among the Company, Schroder &
Co. Inc. and Prudential Securities Incorporated
1.2^ Agreement for the Sale and Purchase of the Entire Issued
Share Capital of Roda Limited dated January 16, 1998 between
P.L. Furlonge and others and the Predecessor
1.2(a)- Supplemental Agreement dated March 24, 1998 between P.L.
Furlonge and others and the Predecessor
2.1- Reorganization Agreement among Stockholders of the
Predecessor and CGII
3.1^ Certificate of Incorporation
3.2^ By-Laws
4.2- Specimen Common Stock Certificate
5.1- Opinion of Gibbons, Del Deo, Dolan, Griffinger & Vecchione
10.1* 1998 Stock Option Plan
10.2^ Directors' Stock Option Plan
10.3- Form of Employment Agreement between the Company and M.R.
Cunningham
10.4- Form of Employment Agreement between the Company and G. Mays
10.5- Form of Employment Agreement between the Company and T. Mays
10.6- Form of Employment Agreement between the Company and R.
Needle
10.7^ Form of Service Agreement between Roda Limited and P.L.
Furlonge
10.8- Employment Agreement between the Company and Robert M. Okin
10.9^ Loan and Security Agreement dated December 15, 1997 between
the Company and Summit Bank, as amended
10.10+ Printing Services Agreement dated July 12, 1996 between the
Company and Goldman, Sachs & Co., as amended
10.11^ Agreement of Lease dated April 18, 1989 between the Company
and Lackawanna Warehouse Corp. of New Jersey, as amended
10.12^ Agreement of Sublease dated July 15, 1996 between the Company
and Goldman, Sachs & Co.
10.13* Form of Roda Lease
10.14* Joint Marketing Agreement among Cunningham Graphics, Inc.,
Roda Print Concepts Ltd. and Workable Ltd.
10.15- Form of Employment Agreement between the Company and I.
Lykogiannis
10.16- Form of Employment Agreement between the Company and R.
Zanisnik
14(a)^ Financial Statement Schedule
Report of Independent Auditors on Financial Statement
Schedule Schedule II -- Valuation of Qualifying Accounts
21.1^ List of all subsidiaries of the Company
23.1- Consent of Gibbons, Del Deo, Dolan, Griffinger & Vecchione
(included in Exhibit 5.1)
23.2- Consent of Ernst & Young LLP
23.3- Consent of Ernst & Young Chartered Accountants
24.1- Power of Attorney (Page II -- 5)
27^ Financial Data Schedule
99.1^ Consent of Arnold Spinner
99.3* Consent of Laurence Gerber
99.4* Consent of Stanley J. Moss

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^ Previously filed with the Commission on February 19, 1998 in the
Company's Registration Statement on Form S-1.

* Previously filed with the Commission on March 31, 1998 in Amendment No. 1
to the Company's Registration Statement on Form S-1.

- Previously filed with the Commission on April 17, 1998 in Amendment No. 2
to the Company's Registration Statement on Form S-1.

+ Portions of this Exhibit have been omitted and have been filed separately
with the Secretary of the Commission pursuant to Registrant's Application
Requesting Confidential Treatment under Rule 406 of the Securities Act.

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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 Item 14 hereof, or otherwise, the Registrant has 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, 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 further undertakes that:

(1) For purposes of determining any liability under the Securities
Act, the information omitted from the form of Prospectus filed as part of
this Registration Statement in reliance upon Rule 430A and contained in a
form of Prospectus filed by the Registrant pursuant to Rule 424(b)(1) or
(4) or 497(h) under the Securities Act shall be deemed to be part of this
Registration Statement as of the time it was declared effective;

(2) For the purpose of determining any liability under the Securities
Act, each post-effective amendment that contains a form of Prospectus shall
be deemed to be a new Registration Statement relating to the securities
offered therein, and the offering of such securities at the time shall be
deemed to be bona fide offering thereof.

The undersigned registrant hereby undertakes to provide to the
Underwriters, at the closing specified in the Underwriting Agreement,
certificates in such denominations and registered in such names as required by
the Underwriters to permit prompt delivery to each purchaser.

II-4

SIGNATURES AND POWER OF ATTORNEY

Pursuant to the requirements of the Securities Act, the Registrant has duly
caused this Amendment to the Registration Statement to be signed on its behalf
by the undersigned, thereunto duly authorized, in the City of Jersey City, State
of New Jersey, on April 20, 1998.

CUNNINGHAM GRAPHICS INTERNATIONAL, INC.

By: /s/ Michael R. Cunningham
------------------------------------------
Michael R. Cunningham
President and Chief Executive Officer

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. Each person whose signature appears below hereby constitutes
and appoints Michael R. Cunningham and Gordon Mays, or either of them, as such
person's true and lawful attorney-in-fact and agent with full power of
substitution for such person and in such person's name, place and stead, in any
and all capacities, to sign and to file with the Commission, any and all
amendments and post-effective amendments to this Registration Statement, with
exhibits thereto and other documents in connection therewith, 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 such person might or could do
in person, hereby ratifying and confirming all that said attorney-in-fact and
agent, or any substitute therefor, may lawfully do or cause to be done by virtue
thereof.

NAME TITLE DATE
- ------------------------------- ------------------------------ ---------------
/s/ Michael R. Cunningham Chairman of the Board, April 20, 1998
---------------------------- President, Chief Executive
Michael R. Cunningham Officer and Director
(Principal Executive Officer)

/s/ Robert M. Okin Senior Vice President and April 20, 1998
---------------------------- Chief Financial Officer
Robert M. Okin (Principal Financial and
Accounting Officer)

/s/ James J. Cunningham Director April 20, 1998
----------------------------
James J. Cunningham

/s/ Gordon Mays Director April 20, 1998
----------------------------
Gordon Mays

II-5

EXHIBIT INDEX

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^ Previously filed with the Commission on February 19, 1998 in the
Company's Registration Statement on Form S-1.

* Previously filed with the Commission on March 31, 1998 in Amendment No. 1
to the Company's Registration Statement on Form S-1.

- Previously filed with the Commission on April 17, 1998 in Amendment No. 2
to the Company's Registration Statement on Form S-1.