As filed with the Securities
and Exchange Commission
on November 24, 2004 Registration No. 333-
------------
===============================================================
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
--------------------
Form S-3
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
Ennis, Inc.
(Exact name of registrant as specified in its charter)
Texas 2761 75-0256410
(State or other (Primary Standard (I.R.S. Employer
jurisdiction Industrial Identification No.)
of incorporation or Classification Code
organization) Number)
2441 Presidential Pkwy. Keith S. Walters
Midlothian, Texas 76065 Chairman, CEO and President
(972) 775-9801 Ennis, Inc.
(Address, including zip code, 2441 Presidential Pkwy.
and telephone number, including Midlothian, Texas 76065
area code of registrant's (972) 775-9801
principal executive offices) (Name, address, including zip
code, and telephone number,
including area code, of agent
for service)
---------------
With copies to:
Norman R. Miller, Esq.
Paul C. Cancilla, Esq.
Kirkpatrick & Lockhart LLP
2828 N. Harwood Street, Suite 1800
Dallas, Texas 75201-6966
(214) 939-4900
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Approximate date of commencement of the proposed sale to the
public: At such time or times after the effective date of this
registration statement as the selling shareholders shall
determine.
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, other than securities offered only in connection with
dividend or interest reinvestment plans, please check the
following box: [X]
If this Form is filed to registered 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
Proposed Proposed
Amount Maximum Maximum
Title of each Class of to be Offering Aggregate Amount
Securities to be Registered Price Offering of
Registered Per Price (3) Registration
Share Fee
(3)
Common Stock, $2.50 par 8,981,041 $19.96 $179,261,579 $22,713
value per share (1) shares (2)
(1) Includes corresponding preferred stock purchase rights that
are attached to shares of the registrant's common stock.
Those rights entitle holders to purchase Series A Junior
Participating Preferred Stock, par value $10.00 per share,
of the registrant upon the occurrence of certain events
pursuant to a Rights Agreement dated November 4, 1998, as
amended. Prior to the occurrence of such events, the rights
are evidenced by the certificates for the common stock and
are transferable only with the common stock. Because no
separate consideration is paid for the rights, no additional
registration fee is required for the rights.
(2) In the event of a share split, share dividend or similar
transaction involving the registrant's common stock, the
number of shares registered shall be automatically increased
to cover the additional shares in accordance with Rule 416
under the Securities Act of 1933.
(3) Estimated pursuant to Rule 457(c) under the Securities Act
of 1933, solely for the purposes of calculating the
registration fee, upon the basis of the average of the high
and low prices of the registrant's common stock as reported
on the New York Stock Exchange on November 19, 2004.
-----------------
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 registration
statement shall become effective on such date as the Securities
and Exchange Commission, acting pursuant to said section 8(a),
may determine.
2
The information in this prospectus is not complete and may be
changed. The selling shareholders may not sell these securities
until the registration statement filed with the Securities and
Exchange Commission is effective. This prospectus is not an
offer to sell these securities, and is not soliciting an offer to
buy these securities, in any state where the offer or sale is not
permitted.
SUBJECT TO COMPLETION DATED NOVEMBER 24, 2004
PROSPECTUS
ENNIS, INC.
8,981,041 Shares of Common Stock
This prospectus relates to the offer and sale of up to
8,981,041 shares of common stock of Ennis, Inc., a Texas
corporation, that may be offered and sold from time to time by
the shareholders described in this prospectus under "Selling
Shareholders" or by pledges, donees, transferees, assignees or
other successors-in-interest that receive any of the shares as a
gift, distribution or other non-sale related transfer. As used
in this prospectus, "we," "us," "our" and similar expressions
refer to Ennis, Inc. and its subsidiaries.
The Selling Shareholders may offer their shares from time to
time through or to one or more underwriters, brokers or dealers,
on the New York Stock Exchange, in the over-the-counter market at
market prices prevailing at the time of sale, in one or more
negotiated transactions at prices acceptable to the Selling
Shareholders or otherwise. We will not receive any proceeds from
the sale of shares by the Selling Shareholders. In connection
with any sales, the Selling Shareholders and any underwriters,
agents, brokers or dealers participating in such sales may be
deemed to be "underwriters" within the meaning of the Securities
Act.
We will pay the expenses related to the registration of the
shares covered by this prospectus. The Selling Shareholders will
pay commissions and selling expenses, if any, incurred by them.
Our common stock is traded on the New York Stock Exchange
under the symbol "EBF." The closing sale price on the New York
Stock Exchange on November 22, 2004 was $20.03 per share.
Investing in the common stock offered by this prospectus involves
risk. See "Risk Factors" beginning on page 6.
Our executive offices are located at 2441 Presidential Parkway,
Midlothian, Texas 76065, and our telephone number at that address
is (972) 775-9801.
Neither the Securities and Exchange Commission nor any state
securities commission has approved or disapproved of these
securities or passed upon the adequacy or accuracy of this
prospectus. Any representation to the contrary is a criminal
offense.
The date of this Prospectus is November 24, 2004.
3
TABLE OF CONTENTS
ABOUT THIS PROSPECTUS 5
RISK FACTORS 6
FORWARD-LOOKING STATEMENTS 10
USE OF PROCEEDS 11
THE COMPANY 12
DESCRIPTION OF ENNIS CAPITAL STOCK 12
SELLING SHAREHOLDERS 14
PLAN OF DISTRIBUTION 17
LEGAL MATTERS 18
EXPERTS 18
WHERE YOU CAN FIND MORE INFORMATION 19
INFORMATION NOT REQUIRED IN THE PROSPECTUS 21
4
ABOUT THIS PROSPECTUS
This prospectus is part of a registration statement that we
filed with the Securities and Exchange Commission ("SEC") using
the SEC's shelf registration rules. Under the shelf registration
rules, using this prospectus and, if required, one or more
prospectus supplements, the Selling Shareholders may sell from
time to time, in one or more offerings, the shares of common
stock covered by this prospectus. This prospectus also covers
certain rights that we have granted to holders of our common
stock, including shares issued in the future, to purchase
fractions of a share of our Series A Junior Participating
Preferred Stock in the event of an acquisition of, or an
announced tender offer for, 15% or more of our outstanding common
stock. Until such a triggering event occurs, these preferred
stock purchase rights are attached to shares of our common stock
and are neither evidenced by separate certificates nor
transferable separately from our common stock. If the rights
become exercisable, we will take further action, if required, to
register with the SEC the issuance of shares of our Series A
Junior Participating Preferred Stock.
A prospectus supplement may add, update or change
information contained in this prospectus. We recommend that you
read carefully this entire prospectus, especially the section
entitled "Documents Incorporated by Reference" beginning on page
, and the section entitled "Risk Factors" beginning on page 3,
and any supplements before making a decision to invest in our
common stock.
On November 19, 2004, we acquired Centrum Acquisition, Inc.
through a merger. The business formerly conducted by Centrum
Acquisition, Inc. and its subsidiaries is now conducted by our
subsidiary, Alstyle Apparel, LLC. As used in this prospectus,
"Centrum" refers to Centrum Acquisition, Inc. and "Alstyle"
refers to Alstyle Apparel, LLC.
5
RISK FACTORS
An investment in our common stock involves significant
risks. You should consider carefully the following information
about these risks, together with the other information contained
in this prospectus, including the documents incorporated by
reference in this prospectus before buying shares of our common
stock. Many of the risks discussed below have affected our
business in the past, and many are likely to continue to do so.
These risks may materially adversely affect our business,
financial condition, operating results or cash flows, or the
market price of our common stock. Each of these risk factors
could adversely affect the value of an investment in our common
stock.
Risks Associated with Potential Growth
There are many risks associated with potential acquisitions.
Our business and operating strategy embraces growth. That
includes internal, organic as well as external, acquisition-
oriented growth scenarios. We intend to continue to evaluate
potential acquisitions that we believe will enhance our existing
business or enable us to grow. If we acquire other companies or
product lines in the future, it may dilute the value of existing
shareholders' ownership. We may also incur debt and losses
related to the impairment of goodwill and other intangible assets
if we acquire another company, and this could negatively impact
our results of operations. We currently do not have any
definitive agreements to acquire any company or business.
Additional risks associated with acquisitions include the
following:
It may be difficult to integrate the operations
and personnel of an acquired business into our own
business;
Management information and accounting systems of
an acquired business must be integrated into our
current systems;
Our management must devote its attention to
assimilating the acquired business, which diverts
attention from other business concerns;
We may enter markets in which we have limited
prior experience; and
We may lose key employees of an acquired business.
Risks Related to Business
Ennis may be required to write down goodwill and other intangible
assets in the future, causing its financial condition and results
of operations to be negatively affected in the future.
When Ennis acquires a business, a portion of the purchase
price of the acquisition is allocated to goodwill and other
identifiable intangible assets. The amount of the purchase price,
which is allocated to goodwill and other intangible assets, is
determined by the excess of the purchase price over the net
identifiable assets acquired. At August 31, 2004, Ennis' goodwill
was approximately $42.6 million. As a result of the Centrum
merger, Ennis acquired approximately $140 million of goodwill and
other intangible assets. This amount may increase once a final
evaluation of the assets values is completed. Under current
accounting standards, if Ennis determines goodwill or intangible
assets are impaired, it would be required to write down the value
of these assets. Ennis conducts an annual review to determine
whether goodwill and other identifiable intangible assets are
impaired. Ennis completed such an impairment analysis for its
fiscal year ended February 29, 2004, and concluded that no
impairment charge was necessary. Ennis cannot provide assurance
that it will not be required to take an impairment charge in the
future, especially with the additional goodwill that the merger
is expected to generate. Any impairment charge would have a
negative effect on its shareholders' equity and financial results
and may cause a decline in Ennis' stock price.
Printed business forms may be superceded over time by "paperless"
business forms or otherwise affected by technological
obsolescence and changing customer preferences, which could
reduce our sales and profits.
6
Printed business form and checks may eventually be
superceded by "paperless" business forms, which could have a
material adverse effect on Ennis' business over time. The price
and performance capabilities of personal computers and related
printers now provide a cost-competitive means to print low-
quality versions of many of our business forms on plain paper. In
addition, electronic transaction systems and off-the-shelf
business software applications have been designed to automate
several of the functions performed by our business form and check
products. In response to the gradual obsolescence of our
standardized forms business, we continue to develop our
capability to provide custom and full-color products. We are
also seeking to introduce new products and services that may be
less susceptible to technological obsolescence. If new printing
capabilities and new product introductions do not continue to
offset the obsolescence of our standardized business forms
products, there is a risk that the number of new customers we
attract and existing customers we retain may diminish, which
could reduce our sales and profits. Decreases in sales of our
standardized business forms and products due to obsolescence
could also reduce our gross margins. This reduction could in turn
adversely impact our profits, unless we are able to offset the
reduction through the introduction of new high margin products
and services or realize cost savings in other areas.
Our distributors face increased competition from various sources,
such as office supply superstores. Increased competition may
require Ennis to reduce prices or to offer other incentives in
order to enable its distributors to attract new customers and
retain existing customers.
Low price, high value office supply chain stores offer
standardized business forms, checks and related products.
Because of their size, these superstores have the buying power to
offer many of these products at competitive prices. These
superstores also offer the convenience of "one-stop" shopping for
a broad array of office supplies that our distributors do not
offer. In addition, superstores have the financial strength to
reduce prices or increase promotional discounts to expand market
share. This could result in our reducing our prices or offering
incentives in order to enable our distributors to attract new
customers and retain existing customers.
Technological improvements may reduce our competitive advantage
over some of our competitors, which could reduce our profits.
Improvements in the cost and quality of printing technology
are enabling some of our competitors to gain access to products
of complex design and functionality at competitive costs.
Increased competition from these competitors could force us to
reduce our prices in order to attract and retain customers, which
could reduce our profits.
Concentration of Business Form Vendors and Suppliers.
We use a limited number of vendors and suppliers to provide
ink for our business, and we use as sole sources Mead/Westvaco
for paper and UPS for delivery services. If there are
interruptions in supplies or service from these vendors or
suppliers, it could result in a disruption to our business, if we
are unable to readily find alternative service providers at
comparable rates.
Ennis could experience labor disputes that could disrupt its
business in the future.
As of November 22, 2004, approximately 47% of Ennis'
employees are represented by labor unions under collective
bargaining agreements, which are subject to periodic
renegotiation. Although Ennis has not experienced any labor
stoppages in the last 10 years, there can be no assurance that
any future labor negotiations may not prove successful, may
result in a significant increase in the cost of labor or may
break down and result in the disruption of our operations.
Alstyle obtains its raw materials from a limited number of
suppliers and any disruption in its relationships with these
suppliers, or any substantial increase in the price of raw
materials, could have a material adverse effect on Alstyle.
Cotton yarn is the primary raw material used in Alstyle's
manufacturing processes. Cotton accounts for approximately 40%
of the manufactured product cost. Alstyle acquires its yarn from
five major sources that meet
7
stringent quality and on-time delivery requirements. The largest
supplier provides over 50% of Alstyle's yarn requirements and has
an entire yarn mill dedicated to Alstyle's production. The other
major raw material components used in Alstyle's manufacturing
processes are chemicals used to treat the fabric during the
dyeing process. Alstyle sole-sources the supply of these
chemicals from one supplier. If Alstyle's relations with its
suppliers are disrupted, Alstyle may not be able to enter into
arrangements with substitute suppliers on terms as favorable as
its current terms and our results of operations could be
materially adversely affected.
Alstyle generally acquires its cotton yarn under short-term
purchase orders with its suppliers, and has exposure to swings in
cotton market prices. Alstyle does not use derivatives,
including cotton option contracts, to manage its exposure to
movements in cotton market prices. Alstyle may use such
derivatives in the future. While we believe that Alstyle will be
competitive with other companies in the United States apparel
industry in negotiating the price of cotton purchased for future
production use, any significant increase in the price of cotton
could have a material adverse effect on our results of
operations.
Alstyle faces intense competition to gain market share, which may
lead some competitors to sell substantial amounts of goods at
prices against which Alstyle cannot profitably compete.
Demand for Alstyle's products is dependent on the general
demand for T-shirts and the availability of alternative sources
of supply. Alstyle's strategy in this market environment is to
be a low cost producer and to differentiate itself by providing
quality service to its customers. Even if this strategy is
successful, its results may be offset by reductions in demand or
price declines.
Apparel industry cyclicality.
The United States apparel industry is sensitive to the
business cycle of the national economy. Moreover, the
popularity, supply and demand for particular apparel products can
change significantly from year to year. Alstyle may be unable to
compete successfully in any industry downturn due to excess
capacity.
Foreign political and economic risk.
Alstyle operates cutting and sewing facilities in Mexico,
and sources certain product manufacturing in El Salvador,
Pakistan, China and Southeast Asia. Alstyle's foreign operations
could be subject to unexpected changes in regulatory
requirements, tariffs and other market barriers and political and
economic instability in the countries where it operates. The
impact of any such events that may occur in the future could
subject Alstyle to additional costs or loss of sales, which could
adversely affect its operating results. In particular, Alstyle
operates its facilities in Mexico pursuant to the "maquiladora"
duty-free program established by the Mexican and United States
governments. This program enables Alstyle to take advantage of
generally lower costs in Mexico, without paying duty on inventory
shipped into or out of Mexico. There can be no assurance that
the government of Mexico will continue the program currently in
place or that Alstyle will continue to be able to benefit from
this program. The loss of these benefits could have an adverse
effect on our business.
Alstyle's products are subject to foreign competition, which in
the past has been faced with significant U.S. government import
restrictions.
Foreign producers of apparel often have significant labor
cost advantages. Given the number of these foreign producers,
the substantial elimination of import protections that protect
domestic apparel producers could materially adversely affect
Alstyle's business. The extent of import protection afforded to
domestic apparel producers has been, and is likely to remain,
subject to considerable political considerations.
The North American Free Trade Agreement (NAFTA) became
effective on January 1, 1994 and has created a free-trade zone
among Canada, Mexico and the United States. NAFTA contains a
rule of origin requirement that products be produced in one of
the three countries in order to benefit from the agreement.
NAFTA has phased out all trade restrictions and tariffs among the
three countries on apparel products competitive with those of
Alstyle. Alstyle performs substantially all of its cutting and
sewing in five plants located in Mexico in order to take
advantage of the NAFTA benefits. Subsequent repeal or alteration
of NAFTA could seriously adversely affect our business.
8
The Central American Free Trade Agreement (CAFTA) became
effective May 28, 2004 and retroactive to January 1, 2004 for
textiles and apparel. It creates a free trade zone similar to
NAFTA by and between the United States and Central American
countries (El Salvador, Honduras, Costa Rica, Nicaragua and
Dominican Republic.) Textiles and apparel will be duty-free and
quota-free immediately if they meet the agreement's rule of
origin, promoting new opportunities for U.S. and Central American
fiber, yarn, fabric and apparel manufacturing. The agreement
will also give duty-free benefits to some apparel made in Central
America that contains certain fabrics from NAFTA partners Mexico
and Canada. Alstyle sources approximately 5% of its sewing to a
contract manufacturer in El Salvador, and we do not anticipate
that this will have a material effect on its operations.
The World Trade Organization (WTO), a multilateral trade
organization, was formed in January 1995 and is the successor to
the General Agreement on Tariffs and Trade (GATT). This
multilateral trade organization has set forth mechanisms by which
world trade in clothing is being progressively liberalized by
phasing-out quotas and reducing duties over a period of time that
began in January of 1995. As it implements the WTO mechanisms,
the U.S. government is negotiating bilateral trade agreements
with developing countries (which are generally exporters of
textile and apparel products) that are members of the WTO to get
them to reduce their tariffs on imports of textiles and apparel
in exchange for reductions by the United States in tariffs on
imports of textiles and apparel.
In January 2005, United States import quotas are to be
removed on knitted shirts from China. The elimination of quotas
and the reduction of tariffs under the WTO may result in
increased imports of certain apparel products into North America.
These factors could make Alstyle's products less competitive
against low cost imports from developing countries.
Environmental regulations.
We are subject to extensive and changing federal, state and
foreign laws and regulations establishing health and
environmental quality standards, and may be subject to liability
or penalties for violations of those standards. We are also
subject to laws and regulations governing remediation of
contamination at facilities currently or formerly owned or
operated by us or to which we have sent hazardous substances or
wastes for treatment, recycling or disposal. We may be subject
to future liabilities or obligations as a result of new or more
stringent interpretations of existing laws and regulations. In
addition, we may have liabilities or obligations in the future if
we discover any environmental contamination or liability at any
of our facilities, or at facilities we may acquire.
We depend upon the talents and contributions of a limited number
of individuals, many of who would be difficult to replace.
The loss or interruption of the services of these executives
could have a material adverse effect on our business, financial
condition and results of operations. Although we maintain
employment agreements with certain members of key management, it
cannot be assured that the services of such personnel will
continue.
Risks Related to Anti-Takeover Provisions and Our Shareholder
Rights Plan
Our articles of incorporation, bylaws and Texas law contain
provisions that may make takeovers more difficult or limit the
price third parties are willing to pay for our stock.
Our articles of incorporation authorize the issuance of
shares of "blank check" preferred stock, which would have the
designations, rights and preferences as may be determined from
time to time by the board of directors. Accordingly, the board
of directors is empowered, without shareholder approval (but
subject to applicable regulatory restrictions), to issue
additional preferred stock with dividend, liquidation,
conversion, voting or other rights that could adversely affect
the voting power or other rights of the holders of the common
stock. Our board of directors could also use the issuance of
preferred stock, under certain circumstances, as a method of
discouraging, delaying or preventing a change in control of the
company. Our articles of incorporation also provide that our
board of directors is divided into three classes, which may have
the effect of delaying or preventing changes in control or
changes in our management because less than a majority of the
existing directors are up for election at each annual meeting.
In addition, our bylaws require that certain shareholder
proposals, including proposals for the nomination of directors,
be submitted specified periods of time in advance of our annual
shareholders' meetings. These
9
provisions could make it more difficult for shareholders to
effect corporate actions such as a merger, asset sale or other
change of control of the company. These provisions could limit
the price that certain investors might be willing to pay in the
future for shares of our common stock, and they may have the
effect of delaying or preventing a change in control.
Our board of directors has adopted a shareholder rights plan that
could discourage or prevent takeover attempts.
On November 4, 1998, our board of directors approved a
Rights Agreement that establishes a shareholder rights plan
designed to prevent any potential acquirer from obtaining control
of the company without negotiating the terms of the transaction
with our board of directors. Under our rights plan, as amended,
among other things, in the event of an acquisition of, or an
announced tender offer for, 15% or more of our outstanding common
stock (currently approximately 3.8 million shares), holders of
our common stock have been granted the right to purchase a
fraction of a share of our Series A Junior Participating
Preferred Stock or shares of our common stock having a market
value of twice the exercise price of the rights. The existence
of our rights plan may have anti-takeover effects. The rights
will cause substantial dilution to a person or group that
attempts to acquire us on terms not approved by a majority of our
board of directors. Although the rights plan is not intended to
prevent acquisitions through negotiations with our board of
directors, the existence of the rights plan may nevertheless
discourage a third party from making a partial tender offer or
otherwise attempting to obtain a substantial position in our
equity securities or seeking to obtain control of us. To the
extent any potential acquirers are deterred by our rights plan,
the rights plan may have the effect of preserving incumbent
directors and management in office or preventing acquisitions of
the company even if you might consider such an acquisition to be
in your best interest as a holder of our common stock.
Risks Related to Share Ownership
The concentration of share ownership in the former stockholders
of Centrum will allow them to control or substantially influence
the outcome of matters requiring shareholder approval.
Four of the former Centrum stockholders and their affiliates
beneficially own approximately 35% of Ennis' outstanding common
stock. Ennis and these former Centrum stockholders have entered
into a standstill agreement that will provide, among other
things, that for a period of three years these former Centrum
stockholders will not act in concert in voting their Ennis
shares, enter into a voting agreement with respect to the voting
of their shares or take any other action to acquire or affect
control of Ennis. Even without violating the standstill
agreement, the four former Centrum stockholders may still be able
to control, by separately voting for the same proposal or
nominees by virtue of cumulative voting or otherwise, and they
can substantially influence, the outcome of matters requiring
approval by Ennis shareholders, including the election of
directors, and approval or disapproval of significant corporate
transactions.
Sales of substantial amounts of Ennis shares by the former
Centrum stockholders could cause the market price of our shares
to decline.
On November 19, 2004, Ennis issued to the former Centrum
stockholders approximately 8.8 million shares of Ennis common
stock, which represents approximately 35% of Ennis' outstanding
shares. Sales of substantial amounts of these shares at any one
time or from time to time, or even the availability of these
shares for sale, pursuant to this prospectus or otherwise could
adversely affect the market price of Ennis' shares.
FORWARD-LOOKING STATEMENTS
Some of the statements in this prospectus and in the
documents incorporated by reference constitute "forward-looking
statements" within the meaning of the Private Securities
Litigation Reform Act of 1995. In
10
particular, any statement, express or implied, concerning future
events or expectations is a forward-looking statement. Use of
words such as "expect," "fully expect," "expected," "appears,"
"believe," "plan," "anticipate," "would," "goal," "potential,"
"potentially," "range," "pursuit," "run rate," strong,"
"preliminarily," etc., is intended to identify forward-looking
statements that are subject to risks and uncertainties. There
can be no assurance that any expectation, express or implied, in
a forward-looking statement will prove correct or that the
contemplated event or result will occur as anticipated. The
risks associated with forward-looking statements include, but are
not limited to, the ones described under the heading "Risk
Factors" above.
USE OF PROCEEDS
We are not selling any of the shares of common stock being
offered by this prospectus and will receive no proceeds from the
sale of the shares by the Selling Shareholders. All of the
proceeds from the sale of common stock offered by this prospectus
will go to the Selling Shareholders who offer and sell their
shares. For information about the Selling Shareholders, see
"Selling Shareholders" beginning on page 14.
11
THE COMPANY
Ennis prints and constructs a broad line of business forms
and other printed business products for national distribution
primarily through independent dealers, and through Alstyle, a
leading vertically-integrated manufacturer and distributor of
high-quality basic activewear products to the wholesale imprinted
activewear market in North America and Europe. In business
products, Ennis operates in three business segments: the Forms
Solutions Group, the Promotional Solutions Group and the
Financial Solutions Group. The Forms Solutions Group prints and
constructs a broad line of business forms and other printed
business products for national distribution, primarily through
independent dealers. The Promotional Solutions Group is
primarily in the business of design, production and distribution
of printed and electronic media, presentation products,
flexographic printing, advertising specialties and Post-it
Notes. The Financial Solutions Group
designs, manufactures and markets printed forms and specialize in
internal bank forms, secure and negotiable documents and custom
products.
Approximately 97% of the business products manufactured by
Ennis are custom and semi-custom, printed or constructed in a
wide variety of sizes, colors, number of parts and quantities on
an individual job basis depending upon the customers'
specifications. Ennis operates thirty-six manufacturing locations
in sixteen states. For the year ended February 29, 2004, the sale
of business products represented approximately 88% of
consolidated net sales.
While it is not possible, because of the lack of adequate
statistical information, to determine Ennis' share of the total
business products market, management believes Ennis is one of the
largest producers of business forms in the United States
distributing primarily through independent dealers, and that its
business forms offering is more diversified than that of most
companies in the business forms industry.
On November 19, 2004, Ennis acquired Centrum through a
merger. As a result of the merger, the business formerly
conducted by Centrum is now conducted by our subsidiary, Alstyle.
Alstyle is a leading vertically-integrated manufacturer and
distributor of high-quality basic activewear products to the
wholesale imprinted activewear market in North America and
Europe. Alstyle's product lines include T-shirts, tank tops and
fleece (sweatshirts) in 100% cotton and in a variety of weights,
sizes, colors and styles. Alstyle's products are marketed under
the "AAA," Murina , Tennessee River
, Diamond Star and
Gaziani brands, as well as offered under
private label and re-labeling programs.
DESCRIPTION OF ENNIS CAPITAL STOCK
The summary of the terms of the Ennis capital stock set
forth below is qualified by reference to the terms of the
articles of incorporation and bylaws, both as amended, of Ennis.
Authorized Capital Stock
Ennis' authorized capital stock consists of 40,000,000
shares of common stock, par value $2.50 per share, and 1,000,000
shares of preferred stock, $10.00 par value per share.
Common Stock
As of November 22, 2004, there were 25,412,699 shares of
Ennis common stock outstanding and no shares of preferred stock
outstanding.
The holders of common stock are entitled to receive ratably,
from funds legally available for payment, dividends when and as
declared by resolution of Ennis' board of directors, subject to
any preferential dividend rights, which may be granted to holders
of any preferred stock authorized and issued by Ennis. In the
event of liquidation, each share of common stock is entitled to
share pro rata in any distribution of Ennis' assets after payment
or providing for the payment of liabilities and any liquidation
preference of any outstanding preferred stock. Each holder of
Ennis common stock is entitled to one vote for each share of
common stock held of record on the applicable record date on all
matters submitted to a vote of stockholders, including the
election of directors.
12
Preferred Stock
Ennis' board has the authority, without further stockholder
approval, to create other series of preferred stock, to issue
shares of preferred stock in such series up to the maximum number
of shares of the relevant class of preferred stock authorized,
and to determine the preferences, rights, privileges and
restrictions of any such series, including the dividend rights,
voting rights, rights and terms of redemption, liquidation
preferences, the number of shares constituting any such series
and the designation of such series.
Stock Exchange Listing
Ennis' common stock is listed on the New York Stock Exchange
under the symbol "EBF."
Rights Plan
Pursuant to the rights agreement between Ennis and Harris
Trust and Savings Bank, as rights agent, dated November 4, 1998,
as amended, one preferred share purchase right was issued to and
trades with each outstanding share of Ennis common stock. Each
right entitles the registered holder to purchase one one-
thousandth of a share of Series A Junior Participating Preferred
Stock of Ennis at a price of $27.50.
The rights will be exercisable only if a person or group
acquires 15% or more of Ennis' common stock or announces a tender
offer, the consummation of which would result in ownership by a
person or group of 15% or more of the common stock without
consent of the board of directors. Each right will entitle
shareholders to buy one one-thousandth of a share of a new series
of junior participating preferred stock at an exercise price of
$27.50, subject to adjustment.
If a person or group acquires 15% or more of Ennis'
outstanding common stock without consent of the Board of
Directors, each right will entitle its holder (other than such
person or members of such group) to purchase, at the right's then
current exercise price, a number of shares of Ennis' common stock
having a market value of twice the exercise price.
If Ennis is acquired in a merger or other business
combination transaction after a person or group has acquired 15%
or more of Ennis' outstanding common stock, each right will
entitle its holder (other than such person or members of such
group) to purchase, at the right's then current exercise price, a
number of shares of the acquiring company's common stock having a
market value of twice the exercise price. Thus, rights holders
may purchase shares of the acquiring company's common stock at a
50% discount.
Following the acquisition by a person or group of beneficial
ownership of 15% or more of Ennis' common stock and prior to an
acquisition of 50% or more of the common stock, the board of
directors may exchange the rights (other than the rights owned by
such person or group), in whole or in part, at an exchange ratio
of one share of common stock (or one one-thousandth of a share of
the new series of junior participating preferred stock) per
right.
Prior to the acquisition by a person or group of beneficial
ownership of 15% or more of Ennis' common stock, the rights are
redeemable for one cent ($.01) per right at the option of the
board of directors.
The Plan was amended on June 23, 2004 to permit the
acquisition of Alstyle by Ennis without triggering the rights.
13
SELLING SHAREHOLDERS
The following table sets forth, as of November 22, 2004,
information as to the shares of common stock that may be sold in
this offering by the Selling Shareholders. Because the Selling
Shareholders may sell all or a portion of the shares of common
stock offered by this prospectus at any time and from time to
time after the date of this prospectus, we cannot predict the
number of shares that each Selling Shareholder may retain upon
completion of this offering. In the table below, the percentage
ownership after the offering is based upon the assumed sale by
the Selling Shareholders of all shares they may offer for sale
pursuant to this prospectus. The shares offered by this
prospectus shall be deemed to include shares offered by any
pledgee, donee, transferee or other successor in interest of any
of the Selling Shareholders listed below, provided that this
prospectus is amended or supplemented if required by applicable
law. Beneficial ownership and the percentages shown in the
following table are calculated in accordance with applicable
rules of the SEC.
Beneficial Beneficial
Ownership Before Ownership After
this Offering this Offering
------------- -------------
Name and Address Shares Number
of Beneficial Number of Being of
Owner (1) Shares Percentage Offered Shares Percentage
----------------- --------- ---------- --------- ------ ----------
Roger Brown(2) 2,200,895 8.7 2,200,895 0 *
Laurence Ashkin(3) 2,200,895 8.7 2,200,895 0 *
John McLinden(4) 2,200,895 8.7 2,200,895 0 *
Arthur Slaven(5) 2,200,895 8.7 2,200,895 0 *
Barbara S. 2,200,895 8.7 2,200,895 0 *
McLinden Trust(4)
Jane Slaven(5) 2,200,895 8.7 2,200,895 0 *
Evan Ashkin 544,721 2.1 544,721 0 *
Trust(3)
Gary Ashkin 544,721 2.1 544,721 0 *
Trust(3)
Nancy Smith 544,721 2.1 544,721 0 *
Trust(3)
Michael Slaven 544,721 2.1 544,721 0 *
Trust(5)
Peter Slaven 544,721 2.1 544,721 0 *
Grantor Trust(5)
Alf R. 177,458 * 177,458 0 *
Bumgardner(6)
Marcia Ann 177,458 * 177,458 0 *
Bumgardner(7)
* Indicates less than 1%.
1 The address of Alf R. Bumgardner and Marcia Ann Bumgardner is
401 Royal Colonnade, Arlington, Texas 76011 (collectively, the
"Royal Shareholders"). The address of all of the other
Selling Shareholders (collectively, the "Centrum Principal
Shareholders") is c/o Centrum Properties Inc., 225 West
Hubbard Street, Chicago, Illinois 60610.
2 Includes 79,974 shares held in escrow pursuant to the stock
pledge and escrow agreement described below. Also includes
48,780 shares that Roger Brown may purchase pursuant to a
Restricted Stock Agreement between Centrum Acquisition, Inc.,
John McLinden, Arthur Slaven and certain other shareholders of
Centrum Acquisition, Inc. dated as of November 19, 2004 (the
"Restricted Stock Agreement").
3 Includes 532,648 shares owned of record by each of the: (i)
Nancy Smith Trust, (ii) Evan Ashkin Trust, and (iii) Gary
Ashkin Trust (collectively, the "Ashkin Trusts"), that
Laurence Ashkin may be deemed to beneficially own as trustee
of each of the Ashkin Trusts. Furthermore, 19,793 of each of
the 532,648 shares owned by each of the Ashkin Trusts are held
in escrow pursuant to the stock pledge and escrow agreement.
Also includes 12,073 shares that each of the Ashkin Trusts may
purchase pursuant to the Restricted Stock Agreement and 12,560
shares that Laurence Ashkin may purchase pursuant to the
Restricted Stock Agreement. Also includes 554,169 shares held
directly by Laurence Ashkin, 20,593 of which are held in
escrow pursuant to the stock pledge and escrow agreement.
4 Includes 1,614,086 shares owned of record by the Barbara S.
McLinden Trust, whose trustee is Barbara S. McLinden, wife of
John McLinden, 59,980 of which shares are held in escrow
pursuant to the stock pledge and escrow agreement. John
McLinden may be deemed to beneficially own the shares held by
this trust. Also includes 36,585 shares that the Barbara S.
McLinden Trust may purchase pursuant to the Restricted Stock
Agreement and 12,195 shares that John McLinden may purchase
pursuant to the Restricted Stock Agreement. Also includes
538,028 shares held directly by John McLinden, 19,993 of which
shares are held in escrow pursuant to the stock pledge and
escrow agreement.
5 Includes 12,560 shares that Arthur Slaven may purchase
pursuant to the Restricted Stock Agreement. Also includes
532,648 shares owned of record by each of: (i) Jane Slaven,
wife of Arthur Slaven, (ii) the Michael Slaven Trust, and
(iii) the Peter Slaven Grantor Trust. As trustee of
14
the Michael Slaven Trust and the Peter Slaven Grantor Trust
(collectively, the "Slaven Trusts"), Arthur Slaven may be
deemed to beneficially own the shares held by those trusts.
Furthermore, 19,793 of each of the 532,648 shares owned by
Jane Slaven and each of the Slaven Trusts are held in escrow
pursuant to the stock pledge and escrow agreement. Also
includes 12,073 shares that each of Jane Slaven and each of
the Slaven Trusts may purchase pursuant to the Restricted
Stock Agreement. Also includes 554,169 shares held directly
by Arthur Slaven, 20,593 of which shares are held in escrow
pursuant to the stock pledge and escrow agreement.
6 Includes 883 shares owned of record by Marcia Ann Bumgardner,
wife of Alf R. Bumgardner.
7 Includes 176,575 shares owned of record by Alf R. Bumgardner,
husband of Marcia Ann Bumgardner.
Certain Relationships between Ennis and the Centrum Principal
Shareholders
Crabar/GBF, Inc. Acquisition
On June 30, 2004, Ennis purchased all of the outstanding
common stock of Crabar/GBF, Inc. pursuant to a stock purchase
agreement from substantially the same shareholders as the Centrum
Principal Shareholders. The purchase price was $18 million in
cash less $400,000 in assumed debt of Crabar/GBF, Inc.
Centrum Acquisition, Inc. Merger
On June 25, 2004, Ennis, Midlothian Holdings LLC, a
subsidiary of Ennis, and Centrum entered into an Agreement and
Plan of Merger, which was amended on August 23, 2004 by the First
Amendment to Agreement and Plan of Merger (as amended, the
"Merger Agreement"). The Merger Agreement provided for, among
other things, the merger (the "Merger") of Centrum into
Midlothian Holdings LLC. On November 19, 2004, the Merger was
consummated and Ennis paid approximately $3.1 million in cash and
issued approximately 8.8 million shares of its common stock to
the former Centrum shareholders in exchange for all of the
outstanding shares of Centrum. In connection with entering into
the Merger Agreement, Ennis entered into a first amendment
agreement with Centrum and certain owners of Centrum's
predecessor (the "predecessor owners") that amended the stock
purchase agreement pursuant to which Centrum acquired A and G,
Inc. and provides that the predecessor owners will recognize
Ennis as Centrum's successor under the stock purchase agreement
and that Ennis has the benefit of indemnification provisions that
were originally for the benefit of Centrum. Pursuant to the
first amendment agreement, at the closing of the Merger Ennis
paid approximately $32.7 million to the predecessor owners to
satisfy debt owed by Centrum to the predecessor owners.
Registration Rights Agreement. On November 19, 2004, the
Centrum Principal Shareholders also entered into a registration
rights agreement with Ennis, pursuant to which Ennis agreed to
register the shares of Ennis common stock issued to the Centrum
Principal Shareholders in connection with the Merger on a Form S-
3 Registration Statement within 15 days after completion of the
Merger. Ennis is not obligated to effect an underwritten
registration. Additional terms of the registration rights
agreement include:
Suspension Right. Ennis may require all Centrum
Principal Shareholders to suspend open market
offers and sales of Ennis common stock received in
the Merger if there is material undisclosed
information or events regarding Ennis, but not
more than three times during any twelve-month
period.
Piggyback Registration. The Centrum Principal
Shareholders are entitled to one "piggyback"
registration, subject to cutback by the
underwriter but with priority to all other
shareholders having registration rights.
Holdback in Underwritten Offerings. If Ennis
conducts an underwritten offering in which the
Ennis shares issued in the Merger are not
included, the Centrum Principal Shareholders will
agree not to sell shares privately or in the
public market for 120 days after the effective
date of the registration statement.
Expenses of Registration. All expenses associated
with the preparation and filing of the
registration statement will be borne by Ennis,
except underwriting discounts, selling commissions
and legal expenses of the Centrum Principal
Shareholders.
The registration rights of the Centrum Principal
Shareholders will terminate when all of the shares covered by the
registration statement and beneficially owned by the Centrum
Principal Shareholders may be sold by them pursuant to Rule
144(k) or a comparable exemption from registration that enables
the Centrum Principal
15
Shareholders to sell all of the registrable securities without
registration or restriction as to manner of sale or otherwise.
Centrum Indemnity Agreement. Ennis and certain principal
shareholders of Centrum entered into an indemnity agreement
pursuant to which those shareholders agreed to indemnify Ennis
against certain breaches by Centrum of any of Centrum's
representations, warranties and covenants contained in the Merger
Agreement and the Crabar/GBF, Inc. stock purchase agreement and
against certain liabilities required to be borne by the Centrum
shareholders pursuant to the indemnification provisions of the
registration rights agreement. Generally, all such
indemnification obligations lapse after two years from the
closing date of the Merger, which was November 19, 2004, and may
be satisfied only from a limited number of Ennis shares placed in
escrow as discussed below under the heading "Stock Pledge and
Escrow Agreement."
Ennis Indemnity Agreement. Ennis and certain principal
shareholders of Centrum entered into an indemnity agreement
pursuant to which those shareholders would be indemnified by
Ennis against certain breaches by Ennis of any of Ennis'
representations, warranties and covenants contained in the Merger
Agreement, the Crabar/GBF, Inc. stock purchase agreement and
against certain liabilities required to be borne by Ennis
pursuant to the indemnification provisions of the registration
rights agreement. Generally, all such indemnification
obligations lapse after two years from the closing date of the
Merger and indemnification is limited to a total of $5 million
for the two years, with the amount of this $5 million available
in year two being equal to the lesser of $2.5 million or the
amount of the $5 million left after Ennis pays claims in year
one.
Stock Pledge and Escrow Agreement. On November 19, 2004,
Ennis entered into a stock pledge and escrow agreement with the
Centrum Principal Shareholders, and J.P. Morgan Trust Company,
NA., as escrow agent. Under the terms of the Merger Agreement,
319,897 of the shares of Ennis common stock otherwise issuable to
the Centrum Principal Shareholders at the closing of the Merger
were placed in escrow as security for potential indemnity claims
by Ennis under the Merger Agreement, the Crabar/GBF, Inc. stock
purchase agreement, the indemnity agreements and the registration
rights agreement. These escrow shares are included in this
registration statement and have been included in the Selling
Shareholder table above.
Standstill Agreement. On November 19, 2004, Ennis and the
Centrum Principal Shareholders entered into a standstill
agreement that limits the actions that the Centrum Principal
Shareholders may take for three years after the Merger in their
capacities as shareholders of Ennis.
Non-Competition Agreement. On November 19, 2004, Ennis and
certain principal shareholders of Centrum entered into a non-
competition agreement that prohibits those principals from
competing with Ennis or its subsidiaries for a period of two
years following the Merger.
Except as set forth in the preceding paragraphs, the Centrum
Principal Shareholders have not held any positions or offices or
had any other material relationship with us or any of our
affiliates within the past three years, except that Roger Brown
is President and CEO of Alstyle, our subsidiary, as a result of
the Merger. Additionally, one representative of the Centrum
Principal Shareholders will be recommended to Ennis' nominating
and corporate governance committee for nomination to the Ennis
board of directors as the representative of the Centrum
shareholders provided for under the Merger Agreement.
Restricted Stock Agreement
On November 19, 2004, Centrum, John McLinden and Arthur
Slaven, as representatives of Centrum Principal Shareholders, and
certain other shareholders of Centrum (the "Centrum Employee
Shareholders") entered into the Restricted Stock Agreement. In
the Merger, the Centrum Employee Shareholders received 195,121
shares of Ennis common stock (the "Restricted Stock") in exchange
for their Centrum shares. Under the Restricted Stock Agreement,
the Restricted Stock vests over a two-year period, with the
number of shares vesting subject to certain performance criteria.
In the event that a Centrum Employee Shareholder's employment by
Ennis or any of its subsidiaries shall cease for any reason, the
Centrum Principal Shareholders shall have the option to purchase
any then unvested Restricted Stock of such Centrum Employee
Shareholder.
Certain Relationships between Ennis and the Bumgardners
On November 1, 2004 pursuant to a stock purchase agreement,
Ennis acquired all of the outstanding capital stock of Royal
Business Forms, Inc. from the Royal Shareholders in exchange for
approximately 177,458 shares of Ennis common stock. Pursuant to
Section 4.16 of the stock purchase agreement, Ennis agreed to
register these
16
shares pursuant to a registration rights agreement, which was
entered into on November 1, 2004, on the registration statement
Ennis was obligated to file under the Merger Agreement, but no
later than 60 days after the execution of the registration rights
agreement. Ennis is not obligated to effect an underwritten
registration. Additional terms of the registration rights
agreement include:
Suspension Right. Ennis may require all Royal
Shareholders to suspend open market offers and
sales of Ennis common stock received pursuant to
the stock purchase agreement, if there is material
undisclosed information or events regarding Ennis,
but not more than three times during any twelve-
month period.
Expenses of Registration. All expenses associated
with the preparation and filing of the
registration statement will be borne by Ennis,
except underwriting discounts, selling commissions
and legal expenses of the Royal Shareholders.
The registration rights of the Royal Shareholders will
terminate when all of the shares covered by the registration
statement and beneficially owned by the Royal Shareholders may be
sold by them pursuant to Rule 144(k) or a comparable exemption
from registration that enables the Royal Shareholders to sell all
of the registrable securities without registration or restriction
as to manner of sale or otherwise.
Alf R. Bumgardner is the General Manager of Royal Business
Forms, Inc., our subsidiary, as a result of the stock purchase
agreement with the Royal Shareholders.
All of the securities being offered by this prospectus were
issued and sold to the Selling Shareholders pursuant to the
registration requirements of the Securities Act of 1933 or an
exception thereto.
PLAN OF DISTRIBUTION
The Selling Shareholders and any of their pledges, donees,
transferees, assignees and successors-in-interest may, from time
to time, sell any or all of their shares of common stock on any
stock exchange, market or trading facility on which the shares
are traded or in private transactions. These sales may be at
fixed or negotiated prices. The Selling Shareholders may use any
one or more of the following methods when selling shares:
ordinary brokerage transactions and transactions
in which the broker-dealer solicits investors;
block trades in which the broker-dealer will
attempt to sell the shares as agent but may
position and resell a portion of the block as
principal to facilitate the transaction;
purchases by a broker-dealer as principal and
resale by the broker-dealer for its account;
an exchange distribution in accordance with the
rules of the applicable exchange;
privately negotiated transactions;
to cover short sales made after the date that the
registration statement is declared effective by
the SEC;
broker-dealers may agree with the Selling
Shareholders to sell a specified number of such
shares at a stipulated price per share;
a combination of any such methods of sale; and
any other method permitted pursuant to applicable
law.
The Selling Shareholders may also sell shares under Rule 144
under the Securities Act of 1933, if available, rather than under
this prospectus.
Broker-dealers engaged by the Selling Shareholders may
arrange for other brokers-dealers to participate in resales.
Broker-dealers may receive commissions or discounts from the
Selling Shareholders (or, if any broker-
17
dealer acts as agent for the purchaser of shares, from the
purchaser) in amounts to be negotiated. The Selling Shareholders
do not expect these commissions and discounts to exceed what is
customary in the types of transactions involved. Any profits on
the resale of shares of common stock by a broker-dealer acting as
principal might be deemed to be underwriting discounts or
commissions under the Securities Act. Discounts, concessions,
commissions and similar selling expenses, if any, attributable to
the sale of shares will be borne by a Selling Shareholder. The
Selling Shareholders may agree to indemnify any agent, dealer or
broker-dealer that participates in transactions involving sales
of the shares if liabilities are imposed on that person under the
Securities Act.
The Selling Shareholders may from time to time pledge or
grant a security interest in some or all of the shares of common
stock owned by them and, if they default in the performance of
their secured obligations, the pledgees or secured parties may
offer and sell the shares of common stock from time to time under
this prospectus after we have filed an amendment to this
prospectus under Rule 424(b)(3) or other applicable provision of
the Securities Act amending the list of Selling Shareholders to
include the pledgee, transferee or other successors in interest
as Selling Shareholders under this prospectus.
The Selling Shareholders also may transfer the shares of
common stock in other circumstances, in which case the
transferees, pledgees or other successors in interest will be the
selling beneficial owners for purposes of this prospectus and may
sell the shares of common stock from time to time under this
prospectus after we have filed an amendment to this prospectus
under Rule 424(b)(3) or other applicable provision of the
Securities Act amending the list of Selling Shareholders to
include the pledgee, transferee or other successors in interest
as Selling Shareholders under this prospectus.
The Selling Shareholders may enter into hedging transactions
with broker-dealers in connection with distributions of the
shares or otherwise. In these transactions, broker-dealers may
engage in short sales of the shares in the course of hedging the
positions they assume with Selling Shareholders. The Selling
Shareholders may also sell shares short and redeliver the shares
to close out such short positions. The Selling Shareholders may
enter into options or other transactions with broker-dealers that
require the delivery to the broker-dealer of the shares. The
broker-dealer may then resell or otherwise transfer such shares
pursuant to this prospectus. The Selling Shareholders also may
loan or pledge the shares to a broker-dealer. The broker-dealer
may sell the shares so loaned, or upon default, the broker-dealer
may sell the pledged shares pursuant to this prospectus.
The Selling Shareholders and any broker-dealers or agents
that are involved in selling the shares of common stock may be
deemed to be "underwriters" within the meaning of Section 2(11)
of the Securities Act in connection with such sales. In such
event, any commissions received by such broker-dealers or agents
and any profit on the resale of the shares of common stock
purchased by them may be deemed to be underwriting commissions or
discounts under the Securities Act.
Each Selling Shareholder will be subject to applicable
provisions of the Securities Exchange Act of 1934, as amended
(the "Exchange Act") and the associated rules and regulations
under the Exchange Act, including Regulation M, which provisions
may limit the timing of purchases and sales of shares of our
common stock by the Selling Shareholders.
LEGAL MATTERS
The validity of the shares of common stock offered by this
prospectus has been passed upon for us by Kirkpatrick & Lockhart
LLP, 2828 N. Harwood Street, Dallas, Texas 75201.
EXPERTS
The consolidated financial statements of Ennis, Inc.
(formerly Ennis Business Forms) and subsidiaries incorporated by
reference in Ennis, Inc.'s Annual Report on Form 10-K for the
year ended February 29, 2004, have been audited by Ernst & Young
LLP, independent registered public accounting firm, as set forth
in their report thereon, included in such Form 10-K and
incorporated herein by reference. Such consolidated financial
statements are incorporated herein by reference in reliance upon
such report, given on the authority of such firm as experts in
accounting and auditing.
18
WHERE YOU CAN FIND MORE INFORMATION
SEC Filings. We file annual, quarterly and special reports,
proxy statements and other information with the SEC. These
filings are available over the Internet from the SEC's web site
at www.sec.gov. You may read and copy any reports, statements or
other information we have filed at the SEC's public reference
room at 450 Fifth Street, N.W. Suite 1024, Washington, D.C.
20549. You may also obtain copies of this information by mail
from the public reference section of the SEC, 450 Fifth Street,
N.W., Suite 1024, Washington, D.C. 20549, at prescribed rates.
Please call the SEC at 1-800-SEC-0330 for further information
about the operation of its public reference room.
Stock Market. Our common stock is listed on the New York
Stock Exchange and similar information can be inspected and
copied at the offices of the New York Stock Exchange, 20 Broad
Street, New York, New York 10005.
Registration Statement. We have filed a registration
statement under the Securities Act of 1933 with the SEC with
respect to the common stock offered under this prospectus. This
prospectus is a part of the registration statement. However, it
does not contain all of the information contained in the
registration statement and its exhibits. You should refer to the
registration statement and its exhibits for further information
about us and the common stock offered under this prospectus.
Ennis Information Incorporated By Reference. The SEC allows
us to "incorporate by reference" information into this
prospectus, which means that we can disclose important
information to you by referring you to another document we have
filed separately with the SEC. The information incorporated by
reference is deemed to be part of this prospectus, except for any
information that is superseded by information in this prospectus.
This prospectus incorporates by reference the documents set forth
below that we have previously filed with the SEC. These
documents contain important information about us.
The following documents, which we have filed with the SEC,
are hereby incorporated by reference into this prospectus:
our Annual Report on Form 10-K for the fiscal year
ended February 29, 2004;
our Quarterly Reports on Form 10-Q for the fiscal
quarters ended May 31, 2004 and August 31, 2004;
our Current Reports on Form 8-K filed on June 25,
2004, July 15, 2004, November 2, 2004 and November
8, 2004; and
the description of our common stock contained in
our registration statement filed under Section 12
of the Exchange Act, including any amendment or
report filed for purpose of updating the
description.
All documents that we file pursuant to Sections 13(a),
13(c), 14 or 15(d) of the Exchange Act (i) after the date of the
initial registration statement of which this prospectus forms a
part and prior to effectiveness of the registration statement,
and (ii) after the date of this prospectus and prior to the
termination of the offering of the shares shall be deemed to be
incorporated by reference in this prospectus and to be a part
hereof from the date of filing of such documents.
You may request a copy of any or all of the documents
incorporated herein by reference, without cost, by writing us at
the following address or telephoning us at 972.775.4801, between
the hours of 9:00 a.m. and 5:00 p.m., Central Time: Harve
Cathey, Vice President - Finance, Chief Financial Officer and
Secretary, Ennis, Inc., 2441 Presidential Parkway, Midlothian,
Texas 76065.
We have not authorized any dealer, salesman or any other
person to give any information or to make any representations,
other than those contained or incorporated by reference in this
prospectus. Any such information or representations must not be
relied upon as having been authorized by us. This prospectus
does not constitute an offer to sell or a solicitation of an
offer to buy the registered shares of common stock in any
jurisdiction or in any circumstances in which the offer or
solicitation is unlawful. Neither the delivery of this
prospectus nor any sale of
19
common stock shall create any implication that there has been no
change in our affairs since the date of this prospectus or that
the information contained or incorporated by reference in this
prospectus is correct as of any time subsequent to that date.
20
PART II
INFORMATION NOT REQUIRED IN THE PROSPECTUS
Item 14. Other Expenses of Issuance and Distribution
The expenses we expect to incur in connection with the
registration of the shares covered by this registration statement
are listed below. All fees, except the SEC registration fee, are
estimated.
SEC Registration Fee $ 22,713
Accounting Fees and Expenses $ 8,000
Legal Fees and Expenses $ 10,000
Miscellaneous $ 2,000
Total $ 42,713
Item 15. Indemnification of Directors and Officers.
Article 2.02-1 of the Texas Business Corporation Act permits a
corporation to indemnify certain persons, including officers and
directors and former officers and directors, and to purchase
insurance with respect to liability arising out of their capacity
or status as officers and directors.
Article Nine of the Registrant's Restated Articles of
Incorporation provides as follows:
"The Corporation may indemnify any person (and the heirs,
executors and administrators of such persons) who is, or was, a
director, officer or former director, officer, employee or agent
of the Corporation, or any person who may have served at its
request as a director, officer, employee or agent of another
corporation, foreign or domestic, or any partnership,
proprietorship, trust, association or enterprise, whether a
profit or non-profit business in which it owned shares of capital
stock or other interest or of which it is a creditor, against
expenses actually and necessarily incurred by him in connection
with the defense of any claim, action, suit or proceeding whether
brought by or in the right of the Corporation and whether civil,
criminal, administrative or investigative in nature, or in
connection with any appeal relating thereto, in which he is made
a party or threatened to be made a party by reason of being or
having been such director, officer, employee or agent except in
relation to maters as to which he shall be adjudged in such
action, suit or proceeding to be liable for negligence or
misconduct in the performance of duty, but such indemnification
shall not be deemed exclusive of any other rights to which such
person may be entitled under any bylaw, agreement, vote of
shareholders or otherwise.
The Corporation shall have the power to purchase and maintain
insurance on behalf of any such person, or any person who is a
director, officer, employee or agent of the Corporation, or is or
was serving at the request of the Corporation as a director,
officer, employee or agent of another corporation, partnership,
joint venture, trust or other enterprise against any liability
asserted against him and incurred by him in any capacity arising
out of his status as such whether or not the Corporation would
have the power to indemnify him against such liabilities under
the provisions of the Texas Business Corporation Act."
In addition, Article IX of the Registrant's Bylaws, as amended,
provides that the Registrant shall 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, by
reason of the fact that he is or was serving
21
as a director or officer of the Registrant or serving as such at
the request of the Registrant as a director or officer of another
corporation in which it owns shares of capital stock or of which
it is a creditor, against all expenses including attorneys' fees,
judgments, fines and other amounts actually and reasonably
incurred by him in connection with such action, suit or
proceeding; provided, that he acted in good faith and in a manner
he reasonably believed to be in or not opposed to the best
interest of the Registrant and, with respect to any criminal
action or proceeding, had no reasonable cause to believe his
conduct was unlawful; and further provided that there shall be no
indemnification in respect of any claim, issue or matter as to
which such person shall have been adjudged to be liable for
negligence or misconduct in the performance of his duty to the
corporation unless and only to the extent that a court in which
such action or suit was brought shall determine upon application
that, despite the adjudication of liability but in view of all
the circumstances of the case, such person is fairly and
reasonably entitled to indemnify for such expenses which such
court shall deem proper. The termination of any action, suit or
proceeding by settlement or its equivalent not amounting to a
judgment thereof shall not, of itself, create a presumption that
the person did not act in good faith and in a manner which he
reasonably believed to be in or not opposed to be the best
interests of the corporation, and, with respect to any criminal
action or proceeding, had reasonable cause to believe that his
conduct was unlawful.
Any indemnification under the provisions hereof shall be made by
the corporation only as authorized in the specific case upon a
determination that indemnification of the director or officer is
proper in the circumstances because he has met the applicable
standard of conduct of good faith set forth above. Such
determination shall be made (1) by the board of directors of
Ennis, Inc. by a majority vote of a quorum consisting of
directors who were not parties to such action, suit or
proceeding, or (2) if such a quorum is not obtainable, or even if
obtainable a quorum of disinterested directors so directs, by
independent legal counsel in a written opinion, or (3) by the
stockholders.
In addition to the power of indemnification set forth above, the
board of directors is authorized, on behalf of the corporation,
to purchase and maintain insurance on behalf of any person who is
or was a director, officer, employee, or agent of the
corporation, or is or was serving at the request of the
corporation as a director, officer, employee, or agent of another
corporation, partnership, joint venture, trust or other
enterprise against any liability asserted against him and
incurred by him in any such capacity or arising out of his status
as such; and where such insurance has been purchased and
maintained by the corporation but the liability incurred exceeds
the applicable limits of coverage thereof, the corporation may
reimburse such persons the difference between the liability
incurred and the insurance proceeds received; provided, that the
indemnification provisions above have been complied with.
The Registrant has purchased directors' and officers' liability
insurance. Subject to conditions, limitations and exclusions in
the policy, the insurance covers amounts required to be paid for
a claim or claims made against directors and officers for any
act, error, omission, misstatement, misleading statement or
breach of duty by directors and officers in their capacity as
directors and officers of the Registrant.
Item 16. Exhibits and Financial Statement Schedules.
(a) The following exhibits are filed herewith or
incorporated herein by reference as part of this Registration
Statement:
Exhibit Title
2.1 Agreement and Plan of Merger dated as of June 25, 2004 by
and among Ennis, Inc., Midlothian Holdings LLC, and Centrum
Acquisition, Inc., (incorporated by reference to Exhibit
2.1 to the Registrant's Registration Statement on Form S-4
(No. 333-118786) filed on September 3, 2004).
2.2 First Amendment to Agreement and Plan of Merger dated as of
August 23, 2004 by and among Ennis, Inc., Midlothian
Holdings LLC, and Centrum Acquisition, Inc., (incorporated
by reference to Exhibit 2.2 to the Registrant's
Registration Statement on Form S-4 (No. 333-118786) filed
on September 3, 2004).
5.1 Opinion of Kirkpatrick & Lockhart LLP as to the legality of
the shares of common stock registered hereby (to be filed
by amendment).
22
10.1 Registration Rights Agreement, dated November 19, 2004,
among Ennis, Inc. and certain principal shareholders of
Centrum Acquisition, Inc. (filed herewith).
10.2 Registration Rights Agreement, dated November 1, 2004,
among Ennis, Inc. and Alf R. Bumgardner and Marcia A.
Bumgardner (filed herewith).
23.1 Consent of Ernst & Young LLP (filed herewith).
23.2 Consent of Kirkpatrick & Lockhart LLP (to be included in
Exhibit 5).
24.1 Power of Attorney (included on signature page hereto).
Item 17. Undertakings.
The undersigned registrant hereby undertakes as follows:
(1) The undersigned registrant hereby undertakes:
(a) 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;
(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;
(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;
provided, however, that paragraphs (1)(a)(i) and (1)(a)(ii)
do not apply if the information required to be included in
a post-effective amendment by those paragraphs is contained
in periodic reports filed with or furnished to the
Commission by the Registrant pursuant to Section 13 or
Section 15(d) of the Exchange Act, that are incorporated
by reference in this Registration Statement.
(b) That, for the purpose of determining any liability
under the Securities Act of 1933, 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.
(c) To remove from the registration by means of a
post-effective amendment any of the securities being
registered that remain unsold at the termination of the
offering.
(2) 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 Securities Exchange Act of
1934 (and, where applicable, each filing of an employee benefit
plan's annual report pursuant to Section 15(d) of the Securities
Exchange Act of 1934) 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.
23
(3) Insofar as indemnification for liabilities arising under
the Securities Act of 1933, as amended, may be permitted to
directors, officers and controlling persons of the registrant
pursuant to the foregoing provisions, 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 of 1933, as amended,
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 of 1933, as amended,
and will be governed by the final adjudication of such issue.
24
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 Midlothian, State of Texas, on November 24, 2004.
Ennis, Inc.
By: /s/ Keith S. Walters
-------------------------
Keith S. Walters
Chairman, CEO and President
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that each person whose
signature appears below constitutes and appoints Michael D.
Magill and Harve Cathey and each of them, his or her true and
lawful attorneys-in-fact and agents, with full power of
substitution and resubstitution, for him and in his name, place
and stead, in any and all capacities, to sign any and all
amendments to this Registration Statement, and to file the same,
with all exhibits thereto, and other documentation in connection
therewith, with the Securities and Exchange Commission, granting
unto said attorneys-in-fact and agents with full power and
authority to do and perform each and every act and thing
requisite and necessary to be done in or 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 attorneys-
in-fact and agents, or their substitute or substitutes, may
lawfully do or cause to be done by virtue hereof.
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.
Signature Title Date
--------- ----- ----
Chairman, CEO,
President and November 24, 2004
/s/ Keith S. Walters Director
------------------------ (Principal
Keith S. Walters Executive
Officer)
Vice President -
/s/ Harve Cathey Finance and Chief November 24, 2004
------------------------ Financial
Harve Cathey Officer,
Secretary
(Principal
Financial and
Accounting
Officer)
Director November __, 2004
James B. Gardner
/s/ Ronald M. Graham Director November 24, 2004
------------------------
Ronald M. Graham
25
Director November __, 2004
Harold W. Hartley
/s/ Robert L. Mitchell Director November 24, 2004
------------------------
Robert L. Mitchell
/s/ Thomas R. Price Director November 24, 2004
------------------------
Thomas R. Price
/s/ Kenneth G. Pritchett Director November 24, 2004
------------------------
Kenneth G. Pritchett
Director November __, 2004
James C. Taylor
Director November __, 2004
Alejandro Quiroz
26
EXHIBIT INDEX
Exhibit Title
2.1 Agreement and Plan of Merger dated as of June 25, 2004
by and among Ennis, Inc., Midlothian Holdings LLC, and
Centrum Acquisition, Inc., (incorporated by reference
to Exhibit 2.1 to the Registrant's Registration
Statement on Form S-4 (No. 333-118786) filed on
September 3, 2004).
2.2 First Amendment to Agreement and Plan of Merger dated
as of August 23, 2004 by and among Ennis, Inc.,
Midlothian Holdings LLC, and Centrum Acquisition, Inc.,
(incorporated by reference to Exhibit 2.2 to the
Registrant's Registration Statement on Form S-4 (No.
333-118786) filed on September 3, 2004).
5.1 Opinion of Kirkpatrick & Lockhart LLP as to the
legality of the shares of common stock registered
hereby (to be filed by amendment).
10.1 Registration Rights Agreement, dated November 19, 2004,
among Ennis, Inc. and certain principal shareholders of
Centrum Acquisition, Inc. (filed herewith).
10.2 Registration Rights Agreement, dated November 1, 2004,
among Ennis, Inc. and Alf R. Bumgardner and Marcia A.
Bumgardner (filed herewith).
23.1 Consent of Ernst & Young LLP (filed herewith).
23.2 Consent of Kirkpatrick & Lockhart LLP (included in
Exhibit 5).
24.1 Power of Attorney (included on signature page hereto).
27