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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

 


 

Form 10-K

 

 

(Mark One)

 

x ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

 

For the fiscal year ended June 30, 2004

 

OR

 

¨ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

 

For the transition period from              to             

 

Commission File Number 000-12954

 


 

CADMUS COMMUNICATIONS CORPORATION

(Exact name of registrant as specified in its charter)

 


 

VIRGINIA   54-1274108

(State or other jurisdiction of

incorporation or organization)

 

(I.R.S. Employer

Identification No.)

 

1801 Bayberry Court, Suite 200

Richmond, Virginia 23226

(Address of principal executive offices, including zip code)

 


 

Registrant’s telephone number, including area code:  (804) 287-5680

 


 

Securities registered pursuant to Section 12(b) of the Act:  None

 

Securities registered pursuant to Section 12(g) of the Act:

Cadmus Communications Corporation Common Stock, $0.50 par value, and

Preferred Stock Purchase Rights

(Title of Class)

 


 

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes  x    No  ¨

 

Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein, and will not be contained, to the best of registrant’s knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K.  ¨

 

Indicate by check mark whether the registrant is an accelerated filer (as defined in Rule 12b-2 of the Act).

Yes  ¨    No  x

 

The aggregate market value of the registrant’s common stock held by non-affiliates as of December 31, 2003, was approximately $71,878,000, based on the closing sale price on that date.

 

As of September 3, 2004, 9,170,869 shares of registrant’s common stock were outstanding.

 

Documents Incorporated by Reference:

 

Portions of the registrant’s Annual Report to Shareholders for the fiscal year ended June 30, 2004 are incorporated by reference in Parts I and II of this report. Portions of the registrant’s 2004 Proxy Statement for the Annual Meeting of Shareholders to be held on November 10, 2004 are incorporated by reference in Part III of this report.



Table of Contents

INDEX

 

         Page

PART I

    

Item 1.

  Business    3

Item 2.

  Properties    5

Item 3.

  Legal Proceedings.    6

Item 4.

  Submission of Matters to a Vote of Security Holders.    6

Executive Officers of the Registrant

   7

PART II

    

Item 5.

  Market for the Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities    9

Item 6.

  Selected Financial Data.    9

Item 7.

  Management’s Discussion and Analysis of Financial Condition and Results of Operations.    9

Item 7A.

  Quantitative and Qualitative Disclosures about Market Risk    9

Item 8.

  Financial Statements and Supplementary Data.    9

Item 9.

  Changes in and Disagreements with Accountants on Accounting and Financial Disclosure.    9

Item 9A.

  Controls and Procedures    10

Item 9B.

  Other information    10

PART III

    

Item 10.

  Directors and Executive Officers of the Registrant    11

Item 11.

  Executive Compensation    11

Item 12.

  Security Ownership of Certain Beneficial Owners and Management.    11

Item 13.

  Certain Relationships and Related Transactions.    11

Item 14.

  Principal Accountant Fees and Services    11

PART IV

    

Item 15.

  Exhibits, Financial Statement Schedules, and Reports on Form 8-K.    12

SIGNATURES

    


Table of Contents

PART I

ITEM 1. BUSINESS

 

Introduction

 

Headquartered in Richmond, Virginia, Cadmus Communications Corporation (the “Company” or “Cadmus”) provides end-to-end integrated graphic communications services to professional publishers, not-for-profit societies, and corporations. Cadmus is the world’s largest provider of content management and production services to scientific, technical and medical (“STM”) journal publishers, the fourth largest periodicals printer in North America, and a leading provider of specialty packaging and promotional printing services.

 

Cadmus was formed in 1984 through the merger of The William Byrd Press, Incorporated (“Byrd”), a leading regional publications printer in Virginia, and Washburn Graphics, Inc. (“Washburn”), a graphic arts firm based in North Carolina. Since the merger, Cadmus has grown through enhancement of existing products, internal development of new products, and acquisitions. The Company’s principal executive offices are located at 1801 Bayberry Court, Suite 200, Richmond, Virginia 23226, and its telephone number is (804) 287-5680. The Company’s Internet address is http://www.cadmus.com. Unless the context otherwise requires, references herein to Cadmus or the Company shall refer to Cadmus Communications Corporation and its consolidated subsidiaries.

 

Cadmus has augmented its core printing and content management competency through a series of strategic mergers and acquisitions. Over the course of the past several fiscal years, the Company has focused its operations around the Publisher Services and Specialty Packaging segments. As a result, the Company has exited non-strategic businesses and concentrated its resources on these two segments in an attempt to develop targeted solutions for its customers and to differentiate its products and services from its competitors.

 

In fiscal 2003, the Company announced several actions to rationalize capacity and improve utilization within the Publisher Services segment, particularly in its special interest magazine operation. These actions included closure of the special interest magazine facility in East Stroudsburg, Pennsylvania, closure of the reprint department in Easton, Pennsylvania, and relocation of certain manufacturing equipment to other facilities within the Company. The Company also announced changes in the operating and management structure within the Publisher Services segment. The fiscal 2003 restructuring actions were completed in fiscal 2004.

 

Also in fiscal 2003, the Company entered into a joint venture agreement with Datamatics Technologies Limited, a leading business processing outsource service provider in India, resulting in the formation of KnowledgeWorks Global Limited (“KGL”). KGL provides a full range of content processing, content management and related services to STM publishers and other organizations around the world. In fiscal 2004, the Company began operations at a second KGL facility in Chennai, India.

 

Organizational Structure and Product Lines

 

The Company is focused on two segments. The Publisher Services segment provides products and services to both not-for-profit and commercial publishers under the division names of Cadmus Professional Communications and Cadmus Specialty Publications. The Company’s Specialty Packaging segment provides high quality specialty packaging services under the division name of Cadmus Whitehall.

 

Publisher Services

 

The Publisher Services segment provides a full range of customized content processing, production and distribution services for the STM, educational and special interest magazine markets. The majority of Cadmus’ net sales are derived from the STM market, where the Company typically enters into multi-year service contracts providing a high degree of revenue predictability. The Company has also developed proprietary content processing and content management technologies that have greatly expanded its capabilities and resulted in new service offerings, including its KnowledgeWorks and ArticleWorks suite of services. These market-focused solutions are designed to automate and accelerate the content processing function, increase the usefulness of customers’ content, improve cost efficiency, generate incremental revenue opportunities and safeguard the value of customers’ content by limiting unauthorized access. The Publisher Services segment generated approximately 85% of the Company’s net sales in fiscal 2004.

 

Specialty Packaging

 

The Company’s Specialty Packaging segment has achieved improved financial performance over the past few years as a result of focusing on growth markets that benefit from the customized package design services the Company offers,

 

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particularly in the health care, consumer products and telecommunications markets. The Company’s U.S. packaging facility is both ISO-9001: 2000 registered and cGMP compliant. The Specialty Packaging segment has developed a proprietary network of offshore production affiliates and linked those operations and its customers via a proprietary inventory management and fulfillment system. Specialty Packaging generated approximately 15% of the Company’s net sales in fiscal 2004.

 

Seasonal Fluctuations

 

Seasonal fluctuations occur in the overall demand for the Company’s services. Services associated with both periodicals for the educational and scholarly market and promotional materials tend to decline in the summer months. Consumer publications tend to peak before Christmas and before Easter. Specialty packaging tends to increase prior to the Christmas shopping season and decline during the summer months. All of these factors combine to give Cadmus a seasonal pattern with the months October through June typically being stronger than the months July through September.

 

Raw Materials

 

The principal raw material used in Cadmus’ business is paper. Paper stock inventories are maintained in the Publisher Services business, where a supply of roll paper stock is required to operate the web presses. The Company’s other operations generally purchase paper on a direct order basis for specific jobs with minimal inventory requirements. Cadmus purchases its paper requirements under agreements that guarantee tonnage and provide short-range price protection primarily for three-month intervals. The price of paper charged to customers is subject to adjustment based on market price changes imposed by paper manufacturers, so that usually Cadmus does not have exposure to changes in the cost of paper.

 

The Company uses a variety of other raw materials including ink, film, offset plates, chemicals and solvents, glue, wire, and subcontracted components. In general, the Company has not experienced any significant difficulty in obtaining raw materials.

 

Competition

 

Cadmus competes with a large number of companies, some of which have greater resources and capacity. In recent years, there has been excess capacity in the printing industry that has increased competition. Rapid technological changes as well as a more global market place, both in terms of supply and demand, have also brought new competitors to the market place. The markets served by Cadmus face competition based on a combination of factors including quality, service levels, and price. To lessen exposure to larger competitors with greater resources, Cadmus focuses generally on specialized markets with small- to medium-sized print run requirements where the Company can achieve market differentiation and gain competitive advantages through knowledge of the market and the ability to offer high quality solutions to customers.

 

Employees

 

Cadmus employs approximately 3,000 persons, including approximately 200 employees in its India joint venture operations. Approximately 16% of its employees are currently covered by collective bargaining agreements. Cadmus believes its relationship with its employees is good. In addition, the Company believes that no single collective bargaining agreement is material to the operations taken as a whole.

 

Regulation

 

Cadmus’ operations are subject to federal, state and local environmental laws and regulations relating to, among other things: air emissions; waste generation, handling, management and disposal; wastewater treatment and discharge; and remediation of soil and groundwater contamination. Cadmus believes that it is in substantial compliance with environmental laws and regulations.

 

Certain Financial Information

 

Information with respect to Cadmus’ sales, operating profits, and financial condition for each of its past five years appears in the “Selected Financial Data” referred to in Item 6 of this report.

 

Available Information and Website

 

Cadmus’ internet address is http://www.cadmus.com. Cadmus makes available free of charge through its website its Securities and Exchange Commission (“SEC”) filings, including its annual reports on Form 10-K, quarterly reports on Form 10-Q, current reports on Form 8-K, and all amendments to those reports. Cadmus’ SEC filings can be accessed through the “Company Profile” section of its website.

 

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ITEM 2. PROPERTIES

 

The Company considers all of its properties and the related machinery and equipment contained therein, to be well maintained, in good operating condition, and adequate for its present needs. The Company may expand as necessary for the continued development of its operations. The Company maintains approximately 1,458,000 square feet of production space consisting of manufacturing and publication services and approximately 355,000 square feet of warehouse space. The Company owns approximately 65% of the square footage it uses. The following table contains information regarding the Company’s primary facilities as of June 30, 2004.

 

Location


 

Primary Use


  

Owned/
Leased


  

Size

(sq. ft.)


Publisher Services

             

Baltimore, MD

  Manufacturing, Printing    Leased    176,000

Baltimore, MD

  Warehouse, Distribution    Leased    42,000

Linthicum, MD

  Content Management, Editorial Services    Leased    52,000

Easton, MD

  Manufacturing, Printing    Owned    194,000

Hurlock, MD

  Backcopy Warehouse, Fulfillment    Leased    200,000

Easton, PA

  Manufacturing, Printing, Warehouse, Office    Owned    254,000

Ephrata, PA

  Content Management, Manufacturing, Printing    Owned    152,000

Ephrata, PA

  Warehouse    Leased    25,000

Lancaster, PA

  Manufacturing/Printing    Owned    168,000

Richmond, VA

  Manufacturing/Printing    Owned    239,000

Richmond, VA

  Content Management/Editorial Services    Owned    15,000

Mumbai, India

  Content Management/Editorial Services    Leased    3,000

Chennai, India

  Content Management/Editorial Services    Leased    28,000

Specialty Packaging

             

Charlotte, NC

  Manufacturing/Printing    Owned    177,000

Charlotte, NC

  Office, Warehouse, Fulfillment    Leased    88,000

Corporate

             

Richmond, VA

  Corporate Office    Leased    24,000

 

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ITEM 3. LEGAL PROCEEDINGS

 

The Company is a party to various legal actions that are ordinary and incidental to its business. While the outcome of legal actions cannot be predicted with certainty, management believes the outcome of any of these proceedings, or all of them combined, will not have a materially adverse effect on its consolidated financial position or results of operations. Additionally, in connection with divestiture actions, the Company guaranteed certain real estate lease obligations totaling approximately $0.4 million annually through September 2009.

 

ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS

 

None.

 

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EXECUTIVE OFFICERS OF THE REGISTRANT

 

The executive officers of Cadmus are elected by the Board of Directors (“Board”) of the Company to serve one-year terms. The following table contains information about the executive officers of Cadmus:

 

Name (Age)


  

Position and Length of Service


  

Other Business Experience

During Past Five Years


Bruce V. Thomas (48)

   President and Chief Executive Officer, Cadmus, July 2000-present.    Senior Vice President and Chief Operating Officer, Cadmus, 1999-2000

Paul K. Suijk (47)

   Senior Vice President and Chief Financial Officer, Cadmus, January 2003-present.    Senior Vice President and Chief Financial Officer, Comdial Corporation, 2000-2002. Senior Vice President and Corporate Treasurer, Danka Business Systems, PLC, 1997-1999.

Lisa S. Licata (43)

   Senior Vice President, Human Resources, and Corporate Secretary, Cadmus, May 2002-present.    Partner, Troutman Sanders LLP, 1999-2002. Principal, mV-10, LLC, 1999-2002.

Wayne B. Luck (48)

   Senior Vice President and Chief Information Officer, Cadmus, July 2000-present.    Vice President, eBusiness, Owens and Minor Co., Inc., 1998-2000.

Christopher T. Schools (37)

   Vice President and Treasurer, Cadmus, February 2002-present.    Assistant Treasurer, Cadmus, 2000-2002. Director of Treasury Services, Cadmus, 1999-2000.

Bruce G. Willis (43)

   Vice President, Shared Services and Business Systems, Cadmus, January 2003-present.    Vice President and Controller, Cadmus, 1999-July 2001 and September 2001-2003. Interim Chief Financial Officer, Cadmus, July 2001-September 2001.

Stephen E. Hare (51)

   Executive Vice President and President, Publisher Services Group, Cadmus, January 2003-present.    Executive Vice President, Chief Financial Officer, Cadmus, September 2001-2003. Executive Vice President, Chief Financial Officer and Director, AMF Bowling Worldwide, Inc., 1996-September 2001. (1)

Gerard P. Lux, Jr. (46)

  

President, Cadmus Specialty Packaging,

Cadmus, May 2000-present.

   President, Specialty Packaging/Promotional Printing, Cadmus, 1997-2000.

(1) On July 2, 2001, AMF Bowling Worldwide, Inc. and its U.S. subsidiaries (AMF) filed voluntary petitions for reorganization under Chapter 11, Title 11 of the United States Code (the Bankruptcy Code). AMF remained in possession of its assets, and managed and operated its businesses as debtor-in-possession under the Bankruptcy Code. Effective March 8, 2002, AMF successfully consummated its plan of reorganization and completed its Chapter 11 reorganization proceeding.

 

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“Safe Harbor” Statement under the Private Securities Litigation Reform Act of 1995

 

Statements in this annual report on Form 10-K 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) our ability to grow revenue and market share in the educational market, (5) significant price pressure in the markets in which we compete, (6) the loss of significant customers or the decrease in demand from customers, (7) our ability to continue to obtain improved efficiencies and lower production costs, (8) the financial condition and ability to pay of certain customers, (9) the impact of industry consolidation among key customers, and (10) 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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PART II

 

ITEM 5. MARKET FOR THE REGISTRANT’S COMMON EQUITY, RELATED STOCKHOLDER MATTERS

AND ISSUER PURCHASES OF EQUITY SECURITIES

 

Cadmus common stock is traded in the over-the-counter market and is quoted through the NASDAQ National Market System under the symbol “CDMS.” Information with respect to market prices is presented on page F-2 of the 2004 Annual Report to Shareholders and is incorporated herein by reference.

 

As of September 3, 2004, there were 9,170,869 shares of Cadmus common stock issued and outstanding, held by approximately 2,800 shareholders, including registered shareholders, participants in the Company’s Thrift Savings Plans and Non-Qualified Savings Plan and street name holders.

 

On August 19, 2004, Cadmus declared a regular quarterly cash dividend of $0.0625 per share, up from $0.05 per share, payable on September 14, 2004, to shareholders of record as of August 30, 2004. Additional information with respect to dividends declared is presented on page F-2 of the 2004 Annual Report to Shareholders and is incorporated herein by reference.

 

The amount of any future dividends will depend on general business conditions encountered by Cadmus, as well as the financial condition, earnings and capital requirements of Cadmus, limitations from financial covenants and such other factors as the Board of Directors may deem relevant. For additional information regarding restrictions on payment of dividends, see the Notes to Consolidated Financial Statements referenced in Item 8 of this report.

 

On August 19, 2004, the Board of Directors authorized the Company to repurchase up to 1.0 million shares of its common stock on the open market or in privately negotiated transactions. The repurchases are intended to reduce possible dilution in connection with the exercise of stock option grants. The share repurchase authorization has no stated expiration date. As of September 8, 2004, the Company has not repurchased any shares under this authorization.

 

ITEM 6. SELECTED FINANCIAL DATA

 

The information presented under the caption “Selected Financial Data” on page F-2 of the 2004 Annual Report to Shareholders is incorporated herein by reference.

 

ITEM 7. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL

CONDITION AND RESULTS OF OPERATIONS

 

The information presented under the caption “Management’s Discussion and Analysis” on pages F-4 through F-18 of the 2004 Annual Report to Shareholders is incorporated herein by reference.

 

ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES

ABOUT MARKET RISK

 

For quantitative and qualitative disclosures about market risk, see the Notes to Consolidated Financial Statements (Note 8) referenced in Item 8 of this report, and the information presented under the captions “Management’s Discussion and Analysis - Liquidity and Capital Resources” and “Management’s Discussion and Analysis - Market Risk” on pages F-15 through F-17 of the 2004 Annual Report to Shareholders, incorporated herein by reference.

 

ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA

 

The consolidated financial statements of Cadmus and subsidiaries contained on pages F-21 through F-41 of the 2004 Annual Report to Shareholders are incorporated herein by reference.

 

The supplementary data regarding quarterly results presented under the caption “Selected Quarterly Data” on page F-19 of the 2004 Annual Report to Shareholders is incorporated herein by reference.

 

ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS

ON ACCOUNTING AND FINANCIAL DISCLOSURE

 

None.

 

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ITEM 9A. CONTROLS AND PROCEDURES

 

The Company maintains a system of disclosure controls and procedures that is designed to ensure that material information is accumulated and communicated to management on a timely basis. As required, management, including the Company’s chief executive officer and chief financial officer, evaluated the effectiveness of the design and operation of the Company’s disclosure controls and procedures as of the end of the period covered by this report. Based on this evaluation, the Company’s chief executive officer and chief financial officer concluded that the Company’s disclosure controls and procedures were operating effectively to ensure that information required to be disclosed by the Company in reports that it files or submits under the Securities Exchange Act of 1934, as amended, is recorded, summarized and reported within the time periods specified in the rules and forms of the Securities and Exchange Commission.

 

Because of the inherent limitations in all control systems, no evaluation of controls can provide absolute assurance that the Company’s disclosure controls and procedures will detect or uncover every situation involving the failure of persons within the Company to disclose material information otherwise required to be set forth in the Company’s periodic reports.

 

The Company’s management is also responsible for establishing and maintaining adequate internal controls over financial reporting and control of the Company’s assets to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. No changes in the Company’s internal control over financial reporting or control of assets occurred during the Company’s most recent fiscal quarter that have materially affected, or are reasonably likely to materially affect, the Company’s internal control over financial reporting or control over its assets.

 

ITEM 9B. OTHER INFORMATION

 

On September 10, 2004, the Company entered into an agreement with Gerard P. Lux, Jr., President, Specialty Packaging, to pay Mr. Lux $125,000 as an inducement of continued employment with Cadmus. The agreement provides that Mr. Lux is expected to use the after-tax amount of the payment to purchase shares of Cadmus common stock within 30 days of receipt of the payment and that if Mr. Lux voluntarily resigns or terminates his employment with Cadmus before July 1, 2006 (other than as a result of a change in control event), he will either (i) return the after-tax amount of the payment to Cadmus or (ii) convey to Cadmus the shares of Cadmus common stock purchased with the payment.

 

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PART III

 

Except as otherwise indicated, information called for by the following items under Part III is contained in the 2004 Proxy Statement for the Annual Meeting of Cadmus Shareholders to be mailed to shareholders on or about September 28, 2004.

 

ITEM 10. DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT

 

Information on the directors of Cadmus is contained in the 2004 Proxy Statement under the caption “Item 1. Election of Directors” and is incorporated herein by reference. Information regarding compliance with Section 16(a) beneficial ownership reporting is contained in the 2004 Proxy Statement under the caption “Section 16(a) Beneficial Ownership Reporting Compliance” and is incorporated herein by reference. Information regarding the audit committee and the procedures by which security holders may recommend nominees to the Company’s board of directors is contained in the 2004 Proxy Statement under the caption “Cadmus Board and Committee Meetings and Attendance” and is incorporated herein by reference.

 

The Company has adopted a code of ethics (“Standards of Conduct”) which applies to its directors, executive officers and all of its employees. The Standards of Conduct can be accessed through the Company’s website at www.cadmus.com under the “Corporate Governance” section. The Company intends to report amendments to or waivers from the Standards of Conduct that are required to be reported in this location on the Company’s website, as permitted by applicable rules and regulations of the SEC and Nasdaq.

 

For information regarding the executive officers of Cadmus, see “Executive Officers of the Registrant” at the end of Part I of this report.

 

ITEM 11. EXECUTIVE COMPENSATION

 

Information on executive compensation is contained in the 2004 Proxy Statement under the captions “Executive Compensation,” “Stock Options,” “Employment Agreement,” “Change in Control Agreements,” “Retirement Benefits,” “Report of the Human Resources and Compensation Committee on Executive Compensation” and “Compensation Committee Interlocks and Insider Participation” and is incorporated herein by reference. Information with respect to director compensation is contained in the 2004 Proxy Statement under the caption “Directors’ Compensation” and is incorporated herein by reference. The Company’s stock performance graph is contained in the 2004 Proxy Statement under the caption “Performance Graph” and is incorporated herein by reference.

 

ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

 

Information on security ownership of certain beneficial owners and management is contained in the 2004 Proxy Statement under the caption “Security Ownership of Certain Beneficial Owners and Management” and is incorporated herein by reference. Information with respect to securities authorized for issuance under equity compensation plans is contained in the 2004 Proxy Statement under the caption “Equity Compensation Plan Information” and is incorporated herein by reference.

 

ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

 

Information on certain relationships and related transactions with management is contained in the 2004 Proxy Statement under the caption “Certain Relationships and Other Transactions with Management” and is incorporated herein by reference.

 

ITEM 14. PRINCIPAL ACCOUNTANT FEES AND SERVICES

 

Information on principal accountant fees and services is contained in the 2004 Proxy Statement under the caption “Principal Accountant Fees” and is incorporated herein by reference. Information on the Company’s pre-approval policies is contained in the 2004 Proxy Statement under the caption “Audit Committee Pre-Approval Policy” and is incorporated herein by reference.

 

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PART IV

 

ITEM 15. EXHIBITS, FINANCIAL STATEMENT SCHEDULES,

AND REPORTS ON FORM 8-K

 

(a) Financial Statements and Schedules

 

The financial statements incorporated by reference into Item 8 of this report and the financial statement schedule filed as part of this report are listed in the Index to Financial Statements and Schedules on page 14 hereof.

 

(b) Reports on Form 8-K

 

On April 7, 2004, the Company filed a report on Form 8-K that included its April 2, 2004 press release announcing its intention to redeem, in full, its $6.4 million, 11.5% subordinated promissory notes.

 

On April 29, 2004, the Company filed a report on Form 8-K that included its April 29, 2004 press release announcing a cash tender offer and consent solicitation for any and all of the Company’s $125.0 million aggregate principal amount of 9  3/4% Senior Subordinated Notes due 2009 and its April 29, 2004 press release announcing its fiscal 2004 third quarter financial results.

 

On May 14, 2004, the Company filed a report on Form 8-K that included its May 13, 2004 press release announcing receipt of required consents in connection with the Company’s tender offer for its 9  3/4% Senior Subordinated Notes due 2009.

 

On May 27, 2004, the Company filed a report on Form 8-K that included its May 27, 2004 press release announcing extension of the Company’s tender offer for its 9  3/4% Senior Subordinated Notes due 2009.

 

On June 10, 2004, the Company filed a report on Form 8-K that included its June 10, 2004 press release announcing the sale of $125.0 million of Senior Subordinated Notes.

 

On June 16, 2004, the Company filed a report on Form 8-K that included its June 11, 2004 press release announcing an extension of the Company’s tender offer for its 9  3/4% Senior Subordinated Notes and its press release dated June 15, 2004 announcing the completion of the refinancing of the Company’s 9  3/4% Senior Subordinated Notes and issuance of $125.0 million of 8  3/8% Senior Subordinated Notes.

 

(c) Exhibits

 

The Exhibits listed in the accompanying “Index of Exhibits” on pages 16 through 18 hereof are filed or incorporated by reference as a part of this report.

 

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SIGNATURES

 

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

 

   

CADMUS COMMUNICATIONS CORPORATION

   

                                     (Registrant)

Date: September 13, 2004

 

/s/ Bruce V. Thomas


   

Bruce V. Thomas

   

President and Chief Executive Officer

 

Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities indicated, on the 13th day of September, 2004.

 

   

Signature


  

Title


   

/s/ Bruce V. Thomas


Bruce V. Thomas

  

President, Chief Executive Officer and Director

(Principal Executive Officer)

   

/s/ Paul K. Suijk


Paul K. Suijk

  

Senior Vice President and Chief Financial Officer

(Principal Financial and Accounting Officer)

   

*/s/ Martina L. Bradford


Martina L. Bradford

   Director
   

*/s/ Thomas E. Costello


Thomas E. Costello

   Director
   

*/s/ Robert E. Evanson


Robert E. Evanson

   Director
   

*/s/ G. Waddy Garrett


G. Waddy Garrett

   Director
   

*/s/ Keith Hamill


Keith Hamill

   Director
   

*/s/ Edward B. Hutton, Jr.


Edward B. Hutton, Jr.

   Director
   

*/s/ Thomas C. Norris


Thomas C. Norris

   Chairman of the Board
   

 


  

Director

   

Nathu R. Puri

    
   

*/s/ Russell M. Robinson, II


Russell M. Robinson, II

   Director
   

*/s/ James E. Rogers


James E. Rogers

   Director
   

*/s/ Wallace Stettinius


Wallace Stettinius

   Director

*By

 

/s/ Bruce V. Thomas


Bruce V. Thomas

Attorney-in-fact

    

 

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INDEX TO FINANCIAL STATEMENTS AND SCHEDULES

 

The Consolidated Balance Sheets of Cadmus Communications Corporation and Subsidiaries as of June 30, 2004 and 2003, and the related Consolidated Statements of Operations, Cash Flows, and Shareholders’ Equity for each of the three years in the period ended June 30, 2004, including the notes thereto, are included on pages F-21 through F-41 of Cadmus’ 2004 Annual Report to Shareholders and are incorporated herein by reference. With the exception of the information incorporated by reference in numbered Items 5, 6, 7, 7A and 8, no other data appearing in the 2004 Annual Report to Shareholders is deemed to be “filed” as part of this Form 10-K. The following additional financial data should be read in conjunction with these consolidated financial statements.

 

    

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Financial Statement Schedules:

    

II - Valuation and Qualifying Accounts

   15

 

All other schedules have been omitted because they are not applicable, because the required information is not present in amounts sufficient to require submission of the schedules, or because the information required is included in the consolidated financial statements, including the notes thereto.

 

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Table of Contents

SCHEDULE II

 

CADMUS COMMUNICATIONS CORPORATION

VALUATION AND QUALIFYING ACCOUNTS

(in thousands)

 

Reserves and Allowances

            (——Additions——)              

Deducted from Asset

                                  

Accounts:

                                  

Allowance for

Doubtful Accounts


   Balance at
Beginning
of Period


  

Charged to

Costs and
Other
Expenses


  

Charged to

Other

Accounts -

Describe


  

Deductions -

Describe (A)


   Balance
at End of
Period


Years Ended:

                                  

June 30, 2002

   $ 1,741    $ 1,034    $  —      $ 813    $ 1,962

June 30, 2003

     1,962      1,393      —        1,266      2,089

June 30, 2004

     2,089      1,215      —        1,592      1,712

(A) Uncollectible accounts charged off, net of recoveries.

 

              (——Additions——)              

Valuation Allowance

for Deferred Tax Assets


   Balance at
Beginning
of Period


   Charged to
Costs and
Other
Expenses


  

Charged to

Other

Accounts -

Describe


  

Deductions -

Describe (B)


   Balance
at End of
Period


Years Ended:

                                  

June 30, 2002

   $ 1,200    $  —      $  —      $  —      $ 1,200

June 30, 2003

     1,200      370      —        —        1,570

June 30, 2004

     1,570      185      —        978      777

(B) Reversal of allowances no longer required against losses.

 

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Table of Contents

INDEX OF EXHIBITS

 

Exhibit
Number


 

Description of Exhibit


3.1   Restated Articles of Incorporation of Cadmus Communications Corporation, as amended (incorporated by reference to Exhibit 3.1 to the Company’s Annual Report on Form 10-K for the fiscal year ended June 30, 1993 (SEC File No. 0-12954)).
3.2   Bylaws of Cadmus Communications Corporation, as amended (incorporated by reference to Exhibit 3.2 to the Company’s Current Report on Form 8-K dated July 23, 2001 (SEC File No. 0-12954)).
4.6   Rights Agreement dated as of February 15, 1999 between Cadmus Communications Corporation and First Union National Bank, as Rights Agent (incorporated by reference to Exhibit 1 to Registration Statement on Form 8-A12G filed February 11, 1999 (SEC File No. 0-12954)).
4.7   Amendment dated as of February 17, 2000 to Rights Agreement dated as of February 15, 1999 between Cadmus Communications Corporation and First Union National Bank (incorporated by reference to Exhibit 99.1 to the Company’s Current Report on Form 8-K dated February 17, 2000 (SEC File No. 0-12954)).
4.8   Amendment No. 2 to Rights Agreement, dated as of May 14, 2003 (incorporated by reference to Exhibit 99.2 to the Company’s Current Report on Form 8-K filed September 3, 2003 (SEC File No. 0-12954)).
4.9   Indenture dated as of June 15, 2004, among Cadmus Communications Corporation, each of the Guarantors (as defined therein) and Wachovia Bank, National Association, as trustee (incorporated by reference to Exhibit 4.9 to Registration Statement on Form S-4 filed August 24, 2004 (SEC File No. 333-118509)).
4.10   Registration Rights Agreement, dated June 15, 2004, among Cadmus Communications Corporation, certain guarantors named therein and Wachovia Capital Markets, LLC and Banc of America Securities LLC on behalf of the Initial Purchasers (incorporated by reference to Exhibit 4.10 to Registration Statement on Form S-4 filed August 24, 2004 (SEC File No. 333-118509)).

 

The Company agrees to furnish supplementally to the Securities and Exchange Commission, upon request, copies of those agreements defining the rights of holders of long-term debt of the Company that are not filed herewith pursuant to Item 601(b)(4)(iii) of Regulation S-K.

10.1*   Cadmus FY 2004 Executive Incentive Plan dated August 12, 2003, filed herewith.
10.2*   Cadmus Supplemental Executive Retirement Plan, as restated effective July 1, 2002 (incorporated by reference to Exhibit 10.2 to the Company’s Annual Report on Form 10-K filed September 26, 2003 (SEC File No. 0-12954)).
10.3*   Cadmus 1984 Stock Option Plan (incorporated by reference to Exhibit 10.3 to the Company’s Annual Report on Form 10-K for the fiscal year ended June 30, 1985 (SEC File No. 0-12954)).
10.4*   Cadmus 1992 Non-Employee Director Stock Compensation Plan (incorporated by reference to Exhibit 10.5 to the Company’s Form SE dated September 25, 1992).
10.5*   Cadmus 1997 Non-Employee Director Stock Compensation Plan, as amended through February 17, 2000 (incorporated by reference to Exhibit 10.27 to the Company’s Annual Report on Form 10-K for the fiscal year ended June 30, 2000 (SEC File No. 0-12954)).
10.6*   Cadmus 1990 Long Term Stock Incentive Plan, as amended effective May 10, 2002 (incorporated by reference to Exhibit 10.6 to the Company’s Annual Report on Form 10-K for the fiscal year ended June 30, 2002 (SEC File No. 0-12954)).

 

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Table of Contents
10.20*   Employee Retention Agreement dated as of June 27, 2000 between Cadmus Communications Corporation and Wayne B. Luck (incorporated by reference to Exhibit 10.20 to the Company’s Annual Report on Form 10-K for the fiscal year ended June 30, 2000 (SEC File No. 0-12954)).
10.22*   Employee Retention Agreement dated as of June 27, 2000 between Cadmus Communications Corporation and Bruce G. Willis (incorporated by reference to Exhibit 10.22 to the Company’s Annual Report on Form 10-K for the fiscal year ended June 30, 2000 (SEC File No. 0-12954)).
10.25*   Employee Retention Agreement dated as of June 27, 2000 between Cadmus Communications Corporation and Gerard P. Lux, Jr. (incorporated by reference to Exhibit 10.25 to the Company’s Annual Report on Form 10-K for the fiscal year ended June 30, 2000 (SEC File No. 0-12954)).
10.28   Series A Preferred Stock Purchase Agreement between XYVISION Enterprises, Inc. and Cadmus Communications Corporation dated as of February 16, 2001 (incorporated by reference to Exhibit 10.28 to the Company’s Quarterly Report on Form 10-Q for the fiscal quarter ended March 31, 2001 (SEC File No. 0-12954)).
10.34*   Employee Retention Agreement dated as of May 9, 2002 between Cadmus Communications Corporation and Stephen E. Hare (incorporated by reference to Exhibit 10.34 to the Company’s Annual Report on Form 10-K for the fiscal year ended June 30, 2002 (SEC File No. 0-12954)).
10.35*   Employee Retention Agreement dated as of May 9, 2002 between Cadmus Communications Corporation and Lisa S. Licata (incorporated by reference to Exhibit 10.35 to the Company’s Annual Report on Form 10-K for the fiscal year ended June 30, 2002 (SEC File No. 0-12954)).
10.36*   Employee Retention Agreement dated as of July 1, 2000 between Cadmus Communications Corporation and Bruce V. Thomas (incorporated by reference to Exhibit 10.11 to the Company’s Annual Report on Form 10-K for the fiscal year ended June 30, 2000 (SEC File No. 0-12954)).
10.37*   Non-Qualified Savings Plan, as adopted effective March 15, 2002 (incorporated by reference to Exhibit 99 to the Company’s Registration Statement on Form S-8 filed March 15, 2002 (SEC File No. 333-84390)).
10.39   Joint Venture Agreement, dated as of June 30, 2003, by and between Datamatics Technologies Limited and Cadmus KnowledgeWorks International LTD (incorporated by reference to Exhibit 10.39 to the Company’s Annual Report on Form 10-K filed September 26, 2003 (SEC File No. 0-12954)).
10.40*   Agreement dated January 20, 2003, between Cadmus Communications Corporation and Paul K. Suijk (incorporated by reference to Exhibit 10.40 to the Company’s Annual Report on Form 10-K filed September 26, 2003 (SEC File No. 0-12954)).
10.41   Second Amended and Restated Credit Agreement dated as of January 28, 2004 among Cadmus Communications Corporation, the lenders party thereto, 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 (incorporated by reference to Exhibit 10.41 to the Company’s Current Report on Form 8-K filed January 30, 2004 (SEC File No. 0-12954)).
10.41.1   First Amendment dated as of June 15, 2004 to Second Amended and Restated Credit Agreement dated as of January 28, 2004, filed herewith.
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. (incorporated by reference to Exhibit 10.42 to the Company’s Current Report on Form 8-K filed January 30, 2004 (SEC File No. 0-12954)).

 

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10.43*   Amended and Restated Employment Agreement dated as of December 30, 2003 between Cadmus Communications Corporation and Bruce V. Thomas (incorporated by reference to Exhibit 10.43 to the Company’s Quarterly Report on Form 10-Q filed May 12, 2004 (SEC File No. 0-12954)).
10.44*   Prepaid Retention Bonus Agreement dated as of September 10, 2004 between Cadmus Communications Corporation and Gerard P. Lux, Jr. filed herewith.
10.45   Software License Agreement dated as of March 29, 2004 between Cadmus Knowledgeworks International LTD and Knowledgeworks Global Private Limited, filed herewith.
13   Portions of the Annual Report to Shareholders for the fiscal year ended June 30, 2004 which are incorporated by reference in this Annual Report on Form 10-K, filed herewith.
21   Subsidiaries of the Registrant, filed herewith.
23   Consent of Ernst & Young LLP, filed herewith.
24   Powers of Attorney, filed herewith.
31.1   Certification of Chief Executive Officer Pursuant to Rule 13a-14(a), filed herewith.
31.2   Certification of Chief Financial Officer Pursuant to Rule 13a-14(a), filed herewith.
32   Certification pursuant to 18 U.S.C. Section 1350 of Chief Executive Officer and Chief Financial Officer, filed herewith.

* Indicates management contract or compensatory plan or arrangement.

 

Copies of the Form 10-K and exhibits listed above may be obtained without charge by writing to Paul K. Suijk, Senior Vice President and Chief Financial Officer, at 1801 Bayberry Court, Suite 200, Richmond, Virginia 23226.

 

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