UNITED STATES
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: January 28, 2004
(Date of earliest event reported)
CADMUS COMMUNICATIONS CORPORATION
(Exact name of registrant as specified in its charter)
Virginia 000-12954 54-1274108
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(State or other jurisdiction of (Commission (I.R.S. Employer
incorporation) File Number Identification No.)
1801 Bayberry Court, Suite 200
Richmond, Virginia 23226
(804) 287-5680
(Address, including zip code, and telephone
number, including area code, of registrant's principal
executive offices)
Item 5. Other Events and Regulation FD Disclosure.
On January 28, 2004, Cadmus Communications Corporation completed the
refinancing of its senior bank credit facility. A copy of the agreement is
attached hereto as Exhibit 10.41.
On January 28, 2004, Cadmus Communications Corporation terminated its
accounts receivable securitization program. A copy of the agreement is attached
hereto as Exhibit 10.42.
Item 7. Financial Statements and Exhibits.
(c) Exhibits:
Exhibit
Number Description
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10.41 Second Amended and Restated Credit Agreement dated as of
January 28, 2004 among Cadmus Communications Corporation,
the lenders party hereto, and Wachovia Bank, National
Association, as Administrative Agent, Wachovia Capital
Markets, LLC, as Co-Lead Arranger, Bank of America, N.A.,
as Co-Lead Arranger and Syndication Agent and BNP Paribas,
ING Capital LLC, and The Royal Bank of Scotland PLC, as
Co-Documentation Agents.
10.42 Receivables Reassignment and Termination Agreement dated as
of January 28, 2004, by and among Cadmus Receivables Corp.
(the "Seller"), Cadmus Communications Corporation (the
"Master Servicer"), Blue Ridge Asset Funding Corporation
(the "Purchaser"), Wachovia Bank, National Association (the
"Agent"), Cadmus Journal services, Inc., Mack Printing
Company, Port City Press, Inc. and Washburn Graphics, Inc.
Statements contained in this report relating to Cadmus' future prospects and
performance are "forward-looking statements" that are subject to risks and
uncertainties that could cause actual results to differ materially from those
expressed or implied by such statements. Factors that could cause actual results
to differ materially from management's expectations include but are not limited
to: (1) the overall economic environment, (2) the equity market performance and
interest rate environment, which can impact our pension liability, (3) our
ability to develop and market new capabilities and services to take advantage of
technology changes in the publishing process, especially for scientific,
technical and medical journals, (4) significant price pressure in the markets in
which we compete, (5) the loss of significant customers or the decrease in
demand from customers, (6) our ability to continue to obtain improved
efficiencies and lower production costs, (7) the financial condition and ability
to pay of certain customers, (8) the impact of industry consolidation among key
customers, and (9) our ability to operate effectively in markets outside of
North America. Other risk factors are detailed from time to time in our other
Securities and Exchange Commission filings. The information provided in this
report is provided only as of the date of this report, and we undertake no
obligation to update any forward-looking statements made herein.
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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.
CADMUS COMMUNICATIONS CORPORATION
(Registrant)
By: /s/ Bruce V. Thomas
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Bruce V. Thomas
President and Chief Executive Officer
Date: January 29, 2004
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Exhibit Index
Exhibit Description
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10.41 Second Amended and Restated Credit Agreement dated as of
January 28, 2004 among Cadmus Communications Corporation, the
lenders party hereto, and Wachovia Bank, National Association,
as Administrative Agent, Wachovia Capital Markets, LLC, as
Co-Lead Arranger, Bank of America, N.A., as Co-Lead Arranger
and Syndication Agent and BNP Paribas, ING Capital LLC, and
The Royal Bank of Scotland PLC, as Co-Documentation Agents.
10.42 Receivables Reassignment and Termination Agreement dated as of
January 28, 2004, by and among Cadmus Receivables Corp. (the
"Seller"), Cadmus Communications Corporation (the "Master
Servicer"), Blue Ridge Asset Funding Corporation (the
"Purchaser"), Wachovia Bank, National Association (the
"Agent"), Cadmus Journal services, Inc., Mack Printing
Company, Port City Press, Inc. and Washburn Graphics, Inc.