0001193125-17-022940.txt : 20170130 0001193125-17-022940.hdr.sgml : 20170130 20170130113232 ACCESSION NUMBER: 0001193125-17-022940 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 3 CONFORMED PERIOD OF REPORT: 20170127 ITEM INFORMATION: Entry into a Material Definitive Agreement ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20170130 DATE AS OF CHANGE: 20170130 FILER: COMPANY DATA: COMPANY CONFORMED NAME: ENNIS, INC. CENTRAL INDEX KEY: 0000033002 STANDARD INDUSTRIAL CLASSIFICATION: MANIFOLD BUSINESS FORMS [2761] IRS NUMBER: 750256410 STATE OF INCORPORATION: TX FISCAL YEAR END: 0228 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-05807 FILM NUMBER: 17556110 BUSINESS ADDRESS: STREET 1: 2441 PRESIDENTIAL PARKWAY CITY: MIDLOTHIAN STATE: TX ZIP: 76065 BUSINESS PHONE: 9727759801 MAIL ADDRESS: STREET 1: 2441 PRESIDENTIAL PARKWAY CITY: MIDLOTHIAN STATE: TX ZIP: 76065 FORMER COMPANY: FORMER CONFORMED NAME: ENNIS BUSINESS FORMS INC DATE OF NAME CHANGE: 19920703 FORMER COMPANY: FORMER CONFORMED NAME: ENNIS TAG & SALESBOOK CO DATE OF NAME CHANGE: 19700805 8-K 1 d300270d8k.htm FORM 8-K Form 8-K

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

 

 

FORM 8-K

 

 

CURRENT REPORT

PURSUANT TO SECTION 13 or 15 (D) OF THE

SECURITIES EXCHANGE ACT OF 1934

Date of report (Date of earliest event reported): January 30, 2017 (January 27, 2017)

 

 

Ennis, Inc.

(Exact Name of Registrant as Specified in Its Charter)

 

 

 

Texas   1-5807   75-0256410

(State or Other Jurisdiction

of Incorporation)

 

(Commission

File Number

 

(IRS Employer

Identification No.)

2441 Presidential Pkwy. Midlothian, Texas   76065
(Address of Principal Executive Offices)   (Zip Code)

Registrant’s Telephone Number, Including Area Code: (972) 775-9801

N/A

(Former Name or Former Address, if Changed Since Last Report)

 

 

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

 

Written communications pursuant to Rule 425 under the Securities act (17 CFR 230.425)

 

Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

 

Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

 

Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)

 

 

 


Item 1.01 Entering into a Material Definitive Agreement

On January 27, 2017, Ennis, Inc., a Texas Corporation entered into a Stock Purchase Agreement pursuant to which, on the same date, acquired the stock of Independent Printing Company, Inc. and related entities (“Independent”) for $17.75 million. Independent, which generated approximately $37.0 million in sales during the most recent calendar year, will continue to operate under its respective brand names. The Company used its available cash to fund the transaction.

 

Item 9.01 Financial Statements and Exhibits

(d) Exhibits.

 

Exhibit No.

  

Description

99.1    Ennis, Inc. press release dated January 30, 2017 announcing the acquisition of Independent Printing Company, Inc. and related entities.


SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

 

Ennis, Inc.
By:   /s/ Richard L. Travis Jr.
  Richard L. Travis, Jr.
  Chief Financial Officer

Date: January 30, 2017


EXHIBIT INDEX

 

Exhibit No.

  

Description

99.1    Ennis, Inc. press release dated January 30, 2017 announcing the acquisition of Independent Printing Company, Inc. and related entities.
EX-99.1 2 d300270dex991.htm EX-99.1 EX-99.1

Exhibit 99.1

 

LOGO

FOR IMMEDIATE RELEASE

ENNIS ACQUIRES INDEPENDENT PRINTING COMPANY, INC. IN A

STOCK PURCHASE TRANSACTION

Midlothian, Texas January 30, 2017 — Ennis, Inc. (the “Company”), (NYSE: EBF), announced the purchase of Independent Printing Company, Inc. and related entities (collectively “Independent”) in a stock purchase transaction that closed January 27, 2017. The majority stockholder was a private equity firm in New York. Independent has 4 locations in Wisconsin, with its main facility located in DePere, Wisconsin. The business produces presentation folder, checks, wide format and commercial printing. Independent had sales of approximately $37 million for the calendar year just ended and sells mainly through distributors and resellers. The Company will now have 4 folder facilities in Michigan, Kansas, California and Wisconsin, as well as wide format capabilities in Colorado and Wisconsin.

Keith Walters, Chairman, President & CEO of the Company stated, “we are delighted to have the opportunity to combine Independent with the other operations of Ennis. With this acquisition we will continue to be the preeminent provider of all types of presentation folders in the marketplace. The addition of the wide format operation will add to the capabilities of our existing operations, which should help us to continue to penetrate the point of purchase and screen print marketplaces.”

The operations will continue under the Independent and related entity names. All of the locations will continue their normal operations.

About Ennis

Since 1909, Ennis, Inc. has primarily engaged in the production and sale of business forms and other business products. The Company is one of the largest private-label printed business product suppliers in the United States. Headquartered in Midlothian, Texas, the Company has production and distribution facilities strategically located throughout the USA to serve the Company’s national network of distributors. Ennis manufactures and sells business forms, other printed business products, printed and electronic media, presentation products, flex-o-graphic printing, advertising specialties and Post-it® Notes, internal bank forms, plastic cards, secure and negotiable documents, envelopes, tags and labels and other custom products. For more information, visit www.ennis.com.

Safe Harbor under The Private Securities Litigation Reform Act of 1995

Certain statements contained in this press release that are not historical facts are forward-looking statements that involve a number of known and unknown risks, uncertainties and other factors that


could cause the actual results, performance or achievements of the Company to be materially different from any future results, performance or achievement expressed or implied by such forward-looking statements. The words “anticipate,” “preliminary,” “expect,” “believe,” “intend” and similar expressions identify forward-looking statements. The Private Securities Litigation Reform Act of 1995 provides a “safe harbor” for such forward-looking statements. In order to comply with the terms of the safe harbor, the Company notes that a variety of factors could cause actual results and experience to differ materially from the anticipated results or other expectations expressed in such forward-looking statements. These statements are subject to numerous uncertainties, which include, but are not limited to, the Company’s ability to effectively manage its business functions while growing its business in a rapidly changing environment, the Company’s ability to adapt and expand its services in such an environment, the variability in the prices of paper and other raw materials. Other important information regarding factors that may affect the Company’s future performance is included in the public reports that the Company files with the Securities and Exchange Commission, including but not limited to, its Annual Report on Form 10-K for the fiscal year ending February 28, 2016. The Company does not undertake, and hereby disclaims, any duty or obligation to update or otherwise revise any forward-looking statements to reflect events or circumstances occurring after the date of this release, or to reflect the occurrence of unanticipated events, although its situation and circumstances may change in the future. You are cautioned not to place undue reliance on these forward-looking statements, which speak only as of the date hereof. The inclusion of any statement in this release does not constitute an admission by the Company or any other person that the events or circumstances described in such statement are material.

For Further Information Contact:

Mr. Keith S. Walters, Chairman, Chief Executive Officer and President

Mr. Richard L. Travis, Jr., CFO, Treasurer and Principal Financial and Accounting Officer

Mr. Michael D. Magill, Executive Vice President and Secretary

Ennis, Inc.

2441 Presidential Parkway

Midlothian, Texas 76065

Phone: (972) 775-9801

Fax: (972) 775-9820

www.ennis.com

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