-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, CQ8ZsVNLDWIThWjfLLyesoXLNDwqlIePvSrAWQgFreDdUm0F8Dn0Er5PnYwsvJVC tsg6pssKXj9QNpYVmSYVIw== 0000006260-03-000017.txt : 20031022 0000006260-03-000017.hdr.sgml : 20031022 20031022172737 ACCESSION NUMBER: 0000006260-03-000017 CONFORMED SUBMISSION TYPE: S-8 PUBLIC DOCUMENT COUNT: 3 FILED AS OF DATE: 20031022 EFFECTIVENESS DATE: 20031022 FILER: COMPANY DATA: COMPANY CONFORMED NAME: ANACOMP INC CENTRAL INDEX KEY: 0000006260 STANDARD INDUSTRIAL CLASSIFICATION: PHOTOGRAPHIC EQUIPMENT & SUPPLIES [3861] IRS NUMBER: 351144230 STATE OF INCORPORATION: IN FISCAL YEAR END: 0930 FILING VALUES: FORM TYPE: S-8 SEC ACT: 1933 Act SEC FILE NUMBER: 333-109905 FILM NUMBER: 03952566 BUSINESS ADDRESS: STREET 1: 15378 AVENUE OF SCIENCE CITY: SAN DIEGO STATE: CA ZIP: 92128 BUSINESS PHONE: 8587163400 MAIL ADDRESS: STREET 1: 15378 AVENUE OF SCIENCE CITY: SAN DIEGO STATE: CA ZIP: 92128 FORMER COMPANY: FORMER CONFORMED NAME: COMPUTEC INC DATE OF NAME CHANGE: 19740314 S-8 1 fs8outdircomp.txt OUTSIDE DIRECTORS COMPENSATION PLAN Filed with the Securities and Exchange Commission on October 22, 2003 Registration No. --------------------- UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM S-8 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 ANACOMP, INC. (Exact name of registrant as specified in its charter) Indiana 35-1144230 - ---------------------- ----------------------- (State or other jurisdiction (I.R.S. employer identification no.) of incorporation or organization) 15378 Avenue of Science San Diego, CA 92128-3407 (Address of principal executive offices) (Zip code) Anacomp, Inc. 2003 Outside Director Compensation Plan (Full title of the plan) Paul Najar Executive Vice President, General Counsel Anacomp, Inc. 15378 Avenue of Science San Diego, CA 92128-3407 (Name and address of agent for service) Telephone number, including area code, of agent for service: (858) 716-3400. This registration statement shall hereafter become effective in accordance with Rule 462 promulgated under the Securities Act of 1933, as amended.
CALCULATION OF REGISTRATION FEE - ------------------------------------ ----------------- ---------------------- ---------------------- ------------------ Proposed maximum Proposed maximum Amount offering price per aggregate offering Amount of Title of securities to be to be share 3 price registration fee registered 1 registered 2 - ------------------------------------ ----------------- ---------------------- ---------------------- ------------------ 2003 Outside Director Compensation Plan ________________________________________ Class A Common Stock 50,000 $22.25 $1,112,500 $91.00 ($0.01 par value)
________________________ 1 The securities to be registered include stock awards, deferred stock awards and rights to acquire Class A Common Stock. The securities to be registered also include the rights "Rights" attached to each share of Class A Common Stock pursuant to the Shareholder Rights Agreement dated as of August 8, 2002. Until the occurrence of certain prescribed events, the Rights are not exercisable, are evidenced by the certificates representing each share of Class A Common Stock and may be transferred only together with such share of Class A Common Stock. 2 Pursuant to Rule 416(a), this registration statement also covers any additional securities that may be offered or issued in connection with any stock split, stock dividend or similar transaction. 3 Estimated pursuant to Rule 457(h) solely for purposes of calculating the registration fee. The price is based upon the average of the bid and ask prices of Class A Common Stock on October 20, 2003, as reported on the Over the Counter Bulletin Board. PART II INFORMATION REQUIRED IN THE REGISTRATION STATEMENT __________________________________________________ Item 3. Incorporation of Documents by Reference Anacomp, Inc. (the "Company") hereby incorporates by reference in this registration statement the following documents: (a) The Company's Annual Report on Form 10-K containing audited financial statements for the Company's latest fiscal year ended September 30, 2002, as filed with the Commission on January 31, 2003. (b) The Company's Quarterly Report on Form 10-Q for the quarter ended December 31, 2002, as filed with the Commission on February 14, 2003. (c) The Company's Quarterly Report on Form 10-Q for the quarter ended March 31, 2003, as filed with the Commission on May 15, 2003. (d) The Company's Quarterly Report on Form 10-Q for the quarter ended June 30, 2003, as filed with the Commission on August 14, 2003. (e) All other reports filed by the Company pursuant to Section 13(a) or 15(d) of the Securities Exchange Act of 1934, as amended (the "Exchange Act") since the end of the fiscal year covered by the document referred to in (a) above. (f) The description of the Company's Class A Common Stock contained in the Company's Registration Statement on Form 8-A, filed pursuant to Section 12 of the Exchange Act, including any amendment or report filed for the purpose of updating such description. (g) The description of the Company's Shareholder Rights Agreement (the "Rights Agreement") dated as of August 8, 2002 and filed with the Commission pursuant to Section 12 of the Exchange Act as Exhibit 4.3 to the Company's Current Report on Form 8-K dated August 21, 2002. All documents subsequently filed by the Company pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act, prior to the filing of a post-effective amendment to this registration statement which indicates that all securities offered hereby have been sold or which deregisters all securities remaining unsold, shall be deemed to be incorporated by reference in this registration statement and to be a part hereof from the date of filing of such documents. Item 4. Description of Securities The class of securities to be offered is registered under Section 12 of the Exchange Act. Item 5. Interests of Named Experts and Counsel Inapplicable. Item 6. Indemnification of Directors and Officers Chapter 37 of the Indiana Business Corporations Law permits indemnification of officers, directors, and other corporate agents under certain circumstances and subject to certain limitations. The Company's certificate of incorporation and bylaws provide that the Company will indemnify the Company's directors, officers, employees and agents to the full extent permitted by the Indiana Business Corporations Law, including circumstances in which indemnification is otherwise discretionary under Indiana law. In addition, the Company has entered into separate indemnification agreements with the Company's directors and executive officers which require the Company, among other things, to indemnify such directors and executive officers against certain liabilities which may arise by reason of such individuals status or service (other than liabilities arising from acts or omissions not in good faith or willful misconduct). These indemnification provisions may be sufficiently broad to permit indemnification of the Company's executive officers and directors for liabilities, including reimbursement of expenses incurred, arising under the Securities Act. Item 7. Exemption From Registration Claimed Inapplicable. Item 8. Exhibits See Exhibit Index. Item 9. Undertakings The undersigned registrant hereby undertakes: (1) To file, during any period in which offers or sales are being made, a post-effective amendment to this registration statement: (i) To include any prospectus required by Section 10(a)(3) of the Securities Act of 1933, as amended (the "Securities Act"); (ii) To reflect in the prospectus any facts or events arising after the effective date of the registration statement (or the most recent post-effective amendment thereof) which, individually or in the aggregate, represent a fundamental change in the information set forth in the registration statement; (iii) To include any material information with respect to the plan of distribution not previously disclosed in the registration statement or any material change to such information in the registration statement; provided, however, that paragraphs (a)(1)(i) and (a)(l)(ii) do not apply if the registration statement is on Form S-3 or Form S-8, and the information required to be included in a post-effective amendment by those paragraphs is contained in periodic reports filed by the registrant pursuant to Section 13 or Section 15(d) of the Exchange Act that are incorporated by reference in the registration statement. (2) That, for the purpose of determining any liability under the Securities Act, each such post-effective amendment shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof. (3) To remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold at the termination of the offering. The undersigned registrant hereby undertakes that, for purposes of determining any liability under the Securities Act, each filing of the registrant's annual report pursuant to Section 13(a) or Section 15(d) of the Exchange Act (and, where applicable, each filing of an employee benefit plan's annual report pursuant to Section 15(d) of the Exchange Act) that is incorporated by reference in the registration statement shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof. Insofar as indemnification for liabilities arising under the Securities Act may be permitted to directors, officers and controlling persons of the registrant pursuant to the foregoing provisions, or otherwise, the registrant has been advised that in the opinion of the Securities and Exchange Commission such indemnification is against public policy as expressed in the Securities Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the registrant of expenses incurred or paid by a director, officer or controlling person of the registrant in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, the registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Securities Act and will be governed by the final adjudication of such issue. SIGNATURE Pursuant to the requirements of the Securities Act of 1933, as amended, the registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-8 and has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of San Diego, State of California, on October 21, 2003. ANACOMP, INC. By: /s/Jeffrey R. Cramer --------------------------------------- Jeffrey R. Cramer President and Chief Executive Officer POWER OF ATTORNEY The officers and directors of Anacomp, Inc. whose signatures appear below, hereby constitute and appoint Jeffrey R. Cramer and Linster W. Fox, and each of them, their true and lawful attorneys and agents, with full power of substitution, each with power to act alone, to sign and execute on behalf of the undersigned any amendment or amendments to this registration statement on Form S-8, and each of the undersigned does hereby ratify and confirm all that each of said attorney and agent, or their or his substitutes, shall do or cause to be done by virtue hereof. Pursuant to the requirements of the Securities Act of 1933, as amended, this registration statement has been signed by the following persons in the capacities indicated on October 21, 2003.
Signature Title _________ _____ /s/Jeffrey R. Cramer - ------------------------------------------------- President, Chief Executive Officer and Director Jeffrey R. Cramer (Principal Executive Officer) /s/Linster W. Fox - ------------------------------------------------- Executive Vice President and Chief Financial Officer Linster W. Fox (Principal Financial and Accounting Officer) /s/Edward P. Smoot - ------------------------------------------------- Edward P. Smoot Director, Chairman of the Board - ------------------------------------------------- Director Ralph B. Bunje, Jr. /s/Gary J. Fernandes - ------------------------------------------------- Director Gary J. Fernandes /s/Fred G. Jager - ------------------------------------------------- Director Fred G. Jager /s/David E. Orr - ------------------------------------------------- Director David E. Orr - ------------------------------------------------- Director Michael E. Tennenbaum
EXHIBIT INDEX 4.1 Amended and Restated Articles of Incorporation of the Company as of December 31, 2001. (1) 4.2 Amended and Restated Bylaws of the Company as of April 25, 2002. (2) 4.3 Rights Agreement (3) 5.1 Legal Opinion of Gray Cary Ware & Freidenrich LLP. 23.1 Consent of Counsel (included in Exhibit 5.1) 23.2 Consent of Independent Accountants. 24.1 Power of Attorney (included in signature pages to this registration statement). (1) Incorporated by reference to Anacomp's Form 8-A dated January 9, 2002. (2) Incorporated by reference to Anacomp's Form 10-Q/A filed November 27, 2002. (3) Incorporated by reference to Anacomp's Current Report on Form 8-K filed with the SEC on August 21, 2002. EX-5 3 fs8exh5_1.txt GRAY CARY OPINION S8 EXHIBIT 5.1 ___________ [LETTERHEAD OF GRAY CARY WARE & FREIDENRICH LLP] 4365 Executive Drive, Suite 1100, San Diego, CA 92121-2189 Phone: 858-677-1400 Fax: 858-677-1477 www.graycary.com October 21, 2003 Securities and Exchange Commission 450 Fifth Street, N.W. Washington, D.C. 20549 Ladies and Gentlemen: As legal counsel for Anacomp, Inc., an Indiana corporation (the "Company"), we are rendering this opinion in connection with the registration under the Securities Act of 1933, as amended, of up to 50,000 shares of the Class A Common Stock, $0.01 par value, of the Company which may be issued pursuant to the Anacomp, Inc. 2003 Outside Director Compensation Plan (the "Plan"). We have examined all instruments, documents and records which we deemed relevant and necessary for the basis of our opinion hereinafter expressed. In such examination, we have assumed the genuineness of all signatures and the authenticity of all documents submitted to us as originals and the conformity to the originals of all documents submitted to us as copies. We are admitted to practice only in the State of California and we express no opinion concerning any law other than the law of the State of California, the corporation laws of the State of Indiana and the federal law of the United States. As to matters of Indiana Corporation law, we have based our opinion solely upon our examination of such laws and the rules and regulations of the authorities administering such laws, all as reported in standard, unofficial compilations. We have not obtained opinions of counsel licensed to practice in jurisdictions other than the State of California. Based on such examination, we are of the opinion that the 50,000 shares of Class A Common Stock which may be issued upon the grant of stock awards or deferred stock pursuant to the Plan are duly authorized shares of the Company's Class A Common Stock, and, when issued against receipt of the consideration therefor in accordance with the provisions of the Plan, will be validly issued, fully paid and nonassessable. We hereby consent to the filing of this opinion as an exhibit to the Registration Statement referred to above and the use of our name wherever it appears in said Registration Statement. Respectfully submitted, GRAY CARY WARE & FREIDENRICH LLP EX-23 4 fs8exh23_2.txt CONSENT OF E&Y S8 EXHIBIT 23.2 ____________ Consent of Ernst & Young LLP, Independent Auditors We consent to the incorporation by reference in this Registration Statement of Anacomp, Inc. on Form S-8 of our report dated December 12, 2002 (except note 4, as to which the date is December 19, 2002), with respect to the consolidated financial statements of Anacomp, Inc. included in the Annual Report (Form 10-K) for the nine months ended September 30, 2002 (Reorganized Company) and the three months ended December 31, 2001 (Predecessor Company). The consolidated financial statements of Anacomp, Inc. for the years ended September 30, 2001 and 2000, were audited by other auditors who have ceased operations. Those auditor's opinion on those statements contained an explanatory paragraph relating to the Company's ability to continue as a going concern in their report dated November 21, 2001. /s/ ERNST & YOUNG LLP ______________________ San Diego, California October 22, 2003 -----END PRIVACY-ENHANCED MESSAGE-----