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)
Registrants 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 registrants 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 registrants 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 registrants common stock were outstanding.
Documents Incorporated by Reference:
Portions of the registrants 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 registrants 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.
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 worlds 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 Companys principal executive offices are located at 1801 Bayberry Court, Suite 200, Richmond, Virginia 23226, and its telephone number is (804) 287-5680. The Companys 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 Companys 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 Companys net sales in fiscal 2004.
Specialty Packaging
The Companys 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 Companys 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 Companys net sales in fiscal 2004.
Seasonal Fluctuations
Seasonal fluctuations occur in the overall demand for the Companys 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 Companys 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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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 Companys primary facilities as of June 30, 2004.
Location |
Primary Use |
Owned/ |
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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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.
6
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 managements 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.
8
ITEM 5. MARKET FOR THE REGISTRANTS 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 Companys 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. MANAGEMENTS DISCUSSION AND ANALYSIS OF FINANCIAL
CONDITION AND RESULTS OF OPERATIONS
The information presented under the caption Managements 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 Managements Discussion and Analysis - Liquidity and Capital Resources and Managements 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 Companys chief executive officer and chief financial officer, evaluated the effectiveness of the design and operation of the Companys disclosure controls and procedures as of the end of the period covered by this report. Based on this evaluation, the Companys chief executive officer and chief financial officer concluded that the Companys 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 Companys 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 Companys periodic reports.
The Companys management is also responsible for establishing and maintaining adequate internal controls over financial reporting and control of the Companys 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 Companys internal control over financial reporting or control of assets occurred during the Companys most recent fiscal quarter that have materially affected, or are reasonably likely to materially affect, the Companys internal control over financial reporting or control over its assets.
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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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 Companys 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 Companys 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 Companys 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 Companys 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 Companys 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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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 Companys $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 Companys 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 Companys 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 Companys 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 Companys 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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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.
Page | ||
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.
14
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 |
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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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 Companys 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 Companys 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 Companys 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 Companys 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 Companys 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 Companys 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 Companys 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 Companys 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 Companys Annual Report on Form 10-K for the fiscal year ended June 30, 2002 (SEC File No. 0-12954)). |
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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 Companys 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 Companys 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 Companys 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 Companys 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 Companys 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 Companys 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 Companys 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 Companys 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 Companys 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 Companys 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 Companys 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 Companys 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 Companys 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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