-----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, FXkVIc5e4/r1rorGf73VAeam4Z/udCfG1Xlf8PbPQitMeSrhJ2W2Uml3WF8EgdsT HLJBTnL+8sbClepPr+GXiw== 0000950136-02-001831.txt : 20020620 0000950136-02-001831.hdr.sgml : 20020620 20020620124927 ACCESSION NUMBER: 0000950136-02-001831 CONFORMED SUBMISSION TYPE: S-3/A PUBLIC DOCUMENT COUNT: 6 FILED AS OF DATE: 20020620 FILER: COMPANY DATA: COMPANY CONFORMED NAME: MOORE CORPORATION LTD CENTRAL INDEX KEY: 0000067931 STANDARD INDUSTRIAL CLASSIFICATION: MANIFOLD BUSINESS FORMS [2761] IRS NUMBER: 980154502 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-3/A SEC ACT: 1933 Act SEC FILE NUMBER: 333-82728 FILM NUMBER: 02682982 BUSINESS ADDRESS: STREET 1: 40 KING STREET WEST STREET 2: SUITE 3501 CITY: TORONTO ONTARIO CANA STATE: A6 BUSINESS PHONE: 4163642600 MAIL ADDRESS: STREET 1: 40 KING STREET WEST SUITE 3501 CITY: TORONTO ONTARIO S-3/A 1 file001.txt AMENDMENT #3 TO THE REGISTRATION STATEMENT As filed with the Securities and Exchange Commission on June 20, 2002 Registration No. 333-82728 ================================================================================ SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 ---------------------- AMENDMENT NO. 3 TO FORM S-3 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 ---------------------- MOORE CORPORATION LIMITED (Exact name of registrant as specified in its charter) CANADA 98-0154502 (State or other jurisdiction (I.R.S. employer of incorporation or identification number) organization)
ONE CANTERBURY GREEN STAMFORD, CONNECTICUT 06901 (203) 406-3700 (Address, including zip code, and telephone number, including area code, of registrant's principal executive offices) JENNIFER O. ESTABROOK SENIOR VICE PRESIDENT, GENERAL COUNSEL AND ASSISTANT SECRETARY ONE CANTERBURY GREEN STAMFORD, CONNECTICUT 06901 (203) 406-3700 (Name, address, including zip code, and telephone number, including area code, of agent for service) ---------------------- APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO THE PUBLIC: At such time or times as may be determined by the selling shareholders after this registration statement becomes effective. If the only securities being registered on this form are being offered pursuant to dividend or interest reinvestment plans, please check the following box.[ ] If any of the securities being registered on this form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933, other than securities offered only in connection with dividend or interest reinvestment plans, check the following box.[X] If this form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, please check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering.[ ] _____________ If this form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering.[ ] _______________ If delivery of the prospectus is expected to be made pursuant to Rule 434, please check the following box.[ ] ---------------------- THE REGISTRANT HEREBY AMENDS THIS REGISTRATION STATEMENT ON SUCH DATE OR DATES AS MAY BE NECESSARY TO DELAY ITS EFFECTIVE DATE UNTIL THE REGISTRANT SHALL FILE A FURTHER AMENDMENT WHICH SPECIFICALLY STATES THAT THIS REGISTRATION STATEMENT SHALL THEREAFTER BECOME EFFECTIVE IN ACCORDANCE WITH SECTION 8(a) OF THE SECURITIES ACT OF 1933 OR UNTIL THIS REGISTRATION STATEMENT SHALL BECOME EFFECTIVE ON SUCH DATE AS THE COMMISSION, ACTING PURSUANT TO SAID SECTION 8(a), MAY DETERMINE. ================================================================================ (sidebar start) The information in this prospectus is not complete and may be changed. We may not sell these securities until the registration statement filed with the Securities and Exchange Commission is effective. This prospectus is not an offer to sell these securities and is not soliciting an offer to buy these securities in any state where the offer or sale is not permitted. (sidebar end) PROSPECTUS (Subject to Completion) Dated June 20, 2002 [MOORE CORPORATION LOGO] MOORE CORPORATION LIMITED 15,663,003 COMMON SHARES This prospectus relates to an offering by the selling shareholders named herein of 15,663,003 common shares of Moore Corporation Limited. See "Selling Shareholders". Moore will not receive any of the proceeds from the sale of the common shares. The selling shareholders may offer the common shares from time to time and in any of several different ways in accordance with their registration rights, as described under "Selling Shareholders" and "Plan of Distribution". Moore's common shares are currently listed on the New York Stock Exchange and the Toronto Stock Exchange under the symbol "MCL". On June 17, 2002, the last sale reported on the New York Stock Exchange was $11.28 per common share and the last sale reported on The Toronto Stock Exchange was C$17.32 per common share. ------------------------ AN INVESTMENT IN OUR COMMON SHARES INVOLVES SIGNIFICANT RISKS. PLEASE READ THE INFORMATION UNDER THE CAPTION "RISK FACTORS" BEGINNING ON PAGE 3 TO LEARN ABOUT SOME FACTORS YOU SHOULD CONSIDER BEFORE INVESTING IN OUR COMMON SHARES. ------------------------ NEITHER THE SECURITIES AND EXCHANGE COMMISSION NOR ANY OTHER REGULATORY BODY HAS APPROVED OR DISAPPROVED OF THESE SECURITIES OR PASSED UPON THE ADEQUACY OR ACCURACY OF THIS PROSPECTUS. IT IS ILLEGAL FOR ANYONE TO TELL YOU OTHERWISE. ------------------------ THE DATE OF THIS PROSPECTUS IS JUNE 20, 2002. TABLE OF CONTENTS
PAGE ---- Table of Contents.........................................................2 Moore Corporation Limited.................................................3 Risk Factors..............................................................3 Where You Can Find More Information.......................................6 Forward-Looking Statements................................................7 Use of Proceeds...........................................................8 Price Range Of Our Common Shares And Dividends............................9 Description of Share Capital.............................................10 Selling Shareholders.....................................................11 Shares Eligible for Future Sale..........................................16 Plan of Distribution.....................................................17 Validity of Common Shares................................................19 Experts..................................................................19
-------------- NO DEALER, SALESPERSON OR OTHER PERSON IS AUTHORIZED TO GIVE ANY INFORMATION OR TO REPRESENT ANYTHING NOT CONTAINED IN THIS PROSPECTUS. YOU MUST NOT RELY ON ANY UNAUTHORIZED INFORMATION OR REPRESENTATIONS. THIS PROSPECTUS IS AN OFFER TO SELL OR TO BUY ONLY THE SHARES OFFERED BY THIS PROSPECTUS, BUT ONLY UNDER CIRCUMSTANCES AND IN JURISDICTIONS WHERE IT IS LAWFUL TO DO SO. THE INFORMATION CONTAINED IN THIS PROSPECTUS IS CURRENT ONLY TO THE DATE OF THE PROSPECTUS. Unless otherwise indicated, all references in this prospectus to currency are to United States dollars. References in this prospectus to "C$" are to Canadian dollars. -2- MOORE CORPORATION LIMITED Moore Corporation Limited is an international leader in the management and distribution of print and digital information. As a result of a realignment of our businesses in 2001 to focus on our core printing businesses, we operate in three complementary business segments: Forms and Labels; Outsourcing; and Commercial. The Forms and Labels business designs, manufactures and sells paper based and electronic business forms and labels and provides electronic print management solutions. The Outsourcing business provides high-quality, high-volume variably imaged print and mail, electronic statement and database management services. The Commercial business produces high-quality, multicolor personalized business communications and provides direct marketing services, including project, database and list management services. Our three business segments are more fully described in the "Business" section of our Form 10-K. In 2001, we had net sales of $2.2 billion and a net loss of $358 million, principally as a result of $392 million of pre-tax restructuring and other related non-recurring charges. Our results of operations, including these restructuring and other non-recurring charges, are more fully described in "Management's Discussion and Analysis of Financial Condition and Results of Operations" in our Form 10-K, which is incorporated herein by reference. Our executive offices are located at One Canterbury Green, Stamford, Connecticut 06901. Our telephone number is (203) 406-3700 and our internet address is www.moore.com. RISK FACTORS A purchase of the common shares offered by this prospectus involves various risks. These risks include, but are not limited to, the principal factors listed below and the other matters set forth in this prospectus or incorporated by reference in this prospectus. You should carefully consider all of these risks. o OUR FINANCIAL PERFORMANCE IS SUBJECT TO THE RISK OF BUSINESS ACQUISITIONS, INCLUDING THE EFFECTS OF INCREASED BORROWING AND THE INTEGRATION OF BUSINESSES. Our business strategy includes growth through acquisitions. We have completed two acquisitions in the last six months and continue to seek to acquire similar or complementary businesses in the future. Such acquisitions are likely to require increased borrowing, the issuance of equity securities, including our common shares, assumption of indebtedness and some combinations thereof. While we anticipate that our acquisitions will be beneficial, we cannot predict if any such transactions will be consummated, the terms or forms of consideration required in any such transactions, nor whether the acquired businesses will be successfully integrated into our operations. Our success is dependent in part upon our ability to effectively integrate acquired operations with our operations. Accordingly, no assurance can be made that such acquisitions will not have a material adverse effect on the Company's performance . While we believe that we have sufficient management and other resources to accomplish the integration of our past and future acquisitions, there can be no assurance in this regard. We may also experience difficulties with retaining customers, suppliers, employees or others. We also rely on sellers for transition assistance. In addition, while we are generally entitled to customary indemnification from sellers of businesses for any difficulties that may have arisen prior to our acquisition of each business, the amount and time for claiming under these indemnification provisions is limited. There can be no assurance that we will be able to identify and make acquisitions on acceptable terms or that we will be able to obtain financing for such acquisitions on acceptable terms. As a result, our financial performance is now and will continue to be subject to various risks associated with the acquisition of businesses, including the financial effects associated with any increased borrowing required to fund such acquisitions or with the integration of such businesses. o OUR 2000 AND 2001 FINANCIAL STATEMENTS REFLECT SUBSTANTIAL NET LOSSES AND WE CANNOT ASSURE YOU THAT WE WILL BE PROFITABLE IN THE FUTURE. We reported net losses of $358.0 million in 2001 and $66.4 million in 2000. The net losses in 2001 primarily reflected a substantial amount of restructuring and non-recurring charges. The net losses in 2000 primarily reflected increasing cost of sales as a percentage of revenues and increased depreciation and amortization charges. We can not assure that we will realize net income in the future. If our net losses continue, our ability to raise financing, or to do so on favorable terms, may be limited as those losses are taken into account by investors and credit ratings organizations. -3- o OUR INITIATIVES TO IMPROVE OUR COST STRUCTURE MAY NOT BE SUCCESSFUL. As described in our Form 10-K, Management has developed a six point action plan to increase revenue and reduce costs. As a result of the implementation of the plan, we incurred $391.2 million of pre-tax restructuring and other related charges during 2001. Although the plan has been implemented to improve our cost structure in 2002 and beyond, cost reductions, revenue enhancements and attractive acquisition opportunities may not arise and we may not achieve the goals of the six-point plan. A failure to successfully implement the improvements to our cost structure in 2002 and beyond could have a material adverse effect on our financial position and results of operations and may also negatively impact our share price. o OUR PERFORMANCE IS DEPENDENT UPON OUR KEY PERSONNEL. Our performance depends in large part on the continued service of the management team that joined Moore in late 2000 and 2001 to lead our turnaround. Our performance is also dependent upon our ability to attract, retain and motivate highly qualified personnel to complete the turnaround and execute our business strategy. There can be no assurance that we will be able to retain our management team or to attract and retain other highly qualified personnel and our inability to do so could have a material adverse effect upon our financial position and results of operations and may also negatively impact our share price. o THE HIGHLY COMPETITIVE MARKET FOR OUR PRODUCTS AND INDUSTRY CONSOLIDATION WILL CREATE ADVERSE PRICING PRESSURES. Although we are a diversified printing company, the market for most of our product categories is highly competitive. Most of the markets we serve are relatively fragmented and have a large number of competitors. Some of these competitors are larger than we are and have greater financial and technical resources. We believe that excess capacity in each of these markets combined with the current economic conditions have caused downward pricing pressure and increased competition. In addition, consolidation in the markets that we compete in has in the past, and could in the future, increase competitive pricing pressures. As we describe above under "--Our financial performance is subject to the risk of business acquisitions, including the effects of increased borrowing, the integration of businesses and industry consolidation," our business strategy includes growth through acquisitions. If we are not successful in completing and integrating acquisitions while our competitors are successful in doing so, competitive pressures could have a material adverse effect on our financial position and results of operations. o VOLATILITY OF RAW MATERIALS PRICES AND AVAILABILITY MAY ADVERSELY AFFECT OUR FINANCIAL RESULTS. The primary raw materials we use are paper and ink. The cost of paper and ink represents a significant portion of our costs of sales. Increases in price or a lack of availability of supply of these raw materials could have a material adverse effect on our financial condition and results of operations. We use our significant purchasing volume to negotiate long term supply contracts that give us favorable prices, terms, quality and service. While we believe that these long term contracts will enable us to receive adequate supplies of paper in the event of a tight paper supply, there can be no assurance in this regard. o FOREIGN CURRENCY EXCHANGE RATES MAY ADVERSELY AFFECT OUR FINANCIAL RESULTS. We are exposed to market risks resulting from changes in foreign currency exchange rates. Although operating in local currencies limits the impact of currency rate fluctuations on the operating results of our foreign subsidiaries and business units, fluctuations in such rates affect the translation of these results into our financial statements. To the extent revenues and expenses are not in local currency, we enter into foreign currency forward contracts to hedge the currency risk. o OUR SENIOR GUARANTEED NOTES AND OUR REVOLVING CREDIT FACILITY CONTAIN COVENANTS THAT MAY LIMIT OUR FLEXIBILITY OR PREVENT US FROM TAKING ACTIONS. Our senior guaranteed notes and revolving term credit facility agreements contain various restrictive covenants that among other things, limit additional indebtedness and limit our ability to engage in certain transactions with affiliates, create liens on assets, engage in mergers and consolidations, or dispose of assets. A failure to comply with these covenants would result in an event of default under the senior guaranteed notes or revolving credit facility and could have a material adverse effect on our financial position and results of operations. As a result, the covenants under our senior guaranteed notes and revolving credit facility affect, and in many respects significantly limit or prohibit, among other things, our ability to: o incur indebtedness; o engage in transactions with affiliates; -4- o create liens on assets; o sell assets; o engage in mergers and acquisitions; and o realize important elements of our business strategy. The terms of the senior guaranteed notes and revolving credit facility also require us to meet certain financial ratios and tests, including, but not limited to, ratios and tests based on our net worth, leverage and interest coverage. These covenants may prevent us from integrating our acquired businesses, pursuing acquisitions, significantly limit our operating and financial flexibility and limit our ability to respond to changes in our business or competitive activities. In addition, indebtedness that we incur in the future, including indebtednesses that we may incur to fund acquisitions, may have similar, or more stringent, restrictive covenants and financial tests. o WE MAY BE UNABLE TO SUCCESSFULLY RENEGOTIATE OUR REVOLVING CREDIT FACILITY ON TERMS WE DEEM ACCEPTABLE. Our revolving credit facility terminates on August 5, 2002. We are currently negotiating with our bank group to extend the revolving credit facility. We may be unable to obtain credit arrangements on terms we deem acceptable. If we are unable to successfully negotiate a new revolving credit facility that provides sufficient capital for our business, we could be forced to alter our business strategy or obtain alternative sources of financing. o WE SUSPENDED PAYMENT OF DIVIDENDS ON OUR COMMON SHARES IN 2001 AND PRESENTLY DO NOT INTEND TO RESUME DIVIDEND PAYMENTS ON OUR COMMON SHARES. On April 25, 2001, our board of directors suspended the payment of dividends on our common shares in light of our financial condition. The board does not intend to resume the payment of dividends for the foreseeable future. This could reduce demand for our common shares among investors that only purchase shares that pay cash dividends. o OUR SHARE PRICE MAY DECLINE DUE TO THE LARGE NUMBERS OF SHARES ELIGIBLE FOR FUTURE SALE. Future sales of substantial amounts of our common shares in the public market or otherwise, or the perception that such sales may occur, could adversely affect the prevailing market price of our common shares. A substantial number of common shares are eligible for future sale under this prospectus or otherwise. As of April 30, 2002, we had outstanding 112,071,096 common shares, including 21,692,311 common shares issued upon conversion of our $70.5 million subordinated convertible debenture due June 30, 2009 and an additional 1,650,000 common shares issued to the GSC Investors as an inducement for the conversion of the subordinated convertible debenture, as described under "Selling Shareholders". Other than the 1,650,000 additional common shares issued to the GSC Investors, all of these shares were eligible for sale in accordance with Rule 144 under the Securities Act upon issuance. The possible implications of the sale of these common shares and other common shares that we may issue to satisfy certain contractual obligations are also discussed under "--We have a contractual obligation to make a cash payment or issue additional shares to the GSC Investors at the end of 2002 and 2003 if there is a decline in our share price at those times; a share issuance could cause a further decline in our share price" below and "Shares Eligible for Future Sale" herein. As of April 30, 2002, 14,010,213 of the common shares registered hereby were issued upon conversion of our subordinated convertible debenture and are eligible for sale in accordance with Rule 144 under the Securities Act. The 1,650,000 additional common shares issued to the GSC Investors will be eligible for sale in accordance with Rule 144 under the Securities Act after December 28, 2002 and any contingent common shares issued to the GSC Investors, as described below, will be eligible for sale in accordance with Rule 144 under the Securities Act one year following issuance. o WE HAVE A CONTRACTUAL OBLIGATION TO MAKE A CASH PAYMENT OR ISSUE ADDITIONAL SHARES TO THE GSC INVESTORS AT THE END OF 2002 AND 2003 IF THERE IS A DECLINE IN OUR SHARE PRICE AT THOSE TIMES; A SHARE ISSUANCE COULD CAUSE A FURTHER DECLINE IN OUR SHARE PRICE. If our share price declines below certain levels at the end of 2002, we are required to make a cash payment or, at our option (subject to regulatory approval), issue up to 3 million additional common shares to the GSC Investors. In addition, if our share price declines below certain levels at the end of 2003, we are required to make another cash payment or, at our option (subject to regulatory approval), issue -5- up to 6 million additional shares to the GSC Investors. The details of these contingent issuances or payments are described herein under "Selling Shareholders". An issuance of a substantial number of shares would dilute our earnings per share and could cause a further decline in our stock price. WHERE YOU CAN FIND MORE INFORMATION THE REGISTRATION STATEMENT We have filed a registration statement with the Securities and Exchange Commission, or the SEC, that registers the shares offered by this prospectus. The registration statement that we filed with the SEC, including the attached exhibits and schedules, contains additional relevant information about Moore and its common shares. The SEC allows us to omit some information included in the registration statement from this prospectus. You should read the entire registration statement in order to obtain this additional information. FILINGS WITH THE SEC In addition, we file reports, proxy statements and other information with the SEC on a regular basis. You may read and copy this information or obtain copies of this information by mail from the Public Reference Section of the SEC, 450 Fifth Street, N.W., Room 1024, Washington, D.C. 20549, at prescribed rates. Further information on the operation of the SEC's Public Reference Room in Washington, D.C. can be obtained by calling the SEC at 1-800-SEC-0330. The SEC also maintains an Internet world wide web site that contains reports, proxy statements and other information about issuers, like Moore, who file electronically with the SEC. The address of that site is http://www.sec.gov. DOCUMENTS INCORPORATED BY REFERENCE THE SEC ALLOWS US TO "INCORPORATE BY REFERENCE" INFORMATION INTO THIS PROSPECTUS. THIS MEANS THAT WE CAN DISCLOSE IMPORTANT INFORMATION TO YOU BY REFERRING YOU TO ANOTHER DOCUMENT FILED SEPARATELY WITH THE SEC. This information incorporated by reference is a part of this prospectus, unless we provide you with different information in this prospectus or the information is modified or superseded by a subsequently filed document. This prospectus incorporates by reference the documents listed below that we have previously filed with the SEC. They contain important information about Moore and its financial condition. o Moore's Annual Report on Form 10-K for the year ended December 31, 2001 (our "Form 10-K"). o Moore's Quarterly Report on Form 10-Q for the three months ended March 31, 2002 (our "Form 10-Q"). o Moore's Current Reports on Form 8-K filed January 3, 2002, January 9, 2002, January 15, 2002, April 4, 2002 and April 16, 2002. This prospectus also incorporates by reference additional documents that we may file with the SEC under Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act after the time of filing of the initial registration statement and before effectiveness of the registration statement, and after the date of this prospectus and before the termination of this offering. These documents include annual reports, quarterly reports and other current reports, as well as proxy statements that will automatically update and supersede the information in this prospectus. You can obtain any of the documents incorporated by reference in this document from us or from the SEC through the SEC's web site at the address described above. Documents incorporated by reference are available from us without charge, excluding any exhibits to those documents unless we specifically incorporated by reference the -6- exhibit in this prospectus. You can obtain these documents from us by requesting them in writing or by telephone at the following address or number: Secretary Moore Corporation Limited c/o Moore Executive Offices One Canterbury Green Stamford, Connecticut 06901 Telephone: (203) 406-3700 OTHER INFORMATION We have not authorized anyone to give you any information about us or this offering that is different from what we tell you in this prospectus or in any of the materials that we have incorporated into this document. If anyone gives you any other information about us, you should not rely on it. If you are in a jurisdiction where offers to sell, or solicitations of offers to buy, the securities offered by this document are unlawful, or if you are a person to whom it is unlawful to direct these types of activities, then the offer presented in this document does not extend to you. The information contained in this document speaks only as of the date of this document unless the information specifically indicates that another date applies. FORWARD-LOOKING STATEMENTS FORWARD-LOOKING STATEMENTS MADE IN THIS PROSPECTUS In this prospectus, we make forward-looking statements about our financial condition, results of operations and business. Forward-looking statements are statements made by us concerning events that may or may not occur in the future. These statements may be made directly in this document or may be "incorporated by reference" from other documents. You can find many of these statements by looking for words like "believes," "expects," "anticipates," "estimates" or similar expressions. FORWARD-LOOKING STATEMENTS ARE NOT GUARANTEES OF FUTURE PERFORMANCE Forward-looking statements involve known and unknown risks, uncertainties and other factors, including those identified under "Risk Factors" below, elsewhere in this prospectus and incorporated by reference in this prospectus that may cause our actual results, performance or achievements, or industry results, to be materially different from any future results, performance or achievements expressed or implied by such forward-looking statements. Such factors include, but are not limited to, the following: o general economic and business conditions; o changes in customer preferences; o competition; o availability of raw materials; o the integration of any acquisition, including the integration of transferred employees; o changes in our business strategy; o our indebtedness; o quality of our management and business abilities and the judgment of our personnel; o the availability, terms and deployment of capital; and -7- o various other factors referenced in this prospectus and our Form 10-K. See "Item 7: Management's Discussion and Analysis of Financial Condition and Results of Operations" and "Item 1: Business" in our Form 10-K for a further discussion of these factors. You are cautioned not to place undue reliance on these forward-looking statements, which speak only as of the date hereof. We do not undertake any obligation to publicly release any revisions to these forward-looking statements to reflect events or circumstances after the date of this prospectus or to reflect the occurrence of unanticipated events. USE OF PROCEEDS The shares may be sold by this prospectus by the selling shareholders. We will not receive any proceeds from the sales of the shares, but we will bear some of the expenses. See "Plan of Distribution -- Expenses" for a description of the payment of expenses. -8- PRICE RANGE OF OUR COMMON SHARES AND DIVIDENDS The following table sets forth the high and low closing sales prices of our common shares on The Toronto Stock Exchange and the New York Stock Exchange.
THE TORONTO NEW YORK STOCK STOCK EXCHANGE (C$) EXCHANGE ($) ------------------- ------------ High Low High Low ---- --- ---- --- 2000 4th quarter 5.10 3.50 3.31 2.31 3rd quarter 5.15 3.35 3.43 2.31 2nd quarter 6.85 3.25 4.81 2.19 1st quarter 9.90 4.56 6.75 3.12 2001 4th quarter 15.30 10.88 9.50 6.90 3rd quarter 12.95 8.00 8.30 5.25 2nd quarter 9.25 5.67 5.95 3.67 1st quarter 7.70 4.55 5.19 3.06 2002 1st quarter 21.18 14.51 13.38 9.18 2nd quarter (through June 17) 22.00 17.21 14.35 11.15
On December 31, 2001, there were 4,194 holders of record of our common shares. DIVIDENDS In 2000, we paid a dividend of $0.05 per share each quarter. We also paid a dividend of $0.05 per share on April 2, 2001 to holders of record as of March 2, 2001. On April 25, 2001, our board of directors suspended the payment of dividends on our common shares in light of our financial condition. The board does not intend to resume the payment of dividends for the foreseeable future. Withholding taxes at the rate of 25% are imposed on the payment of dividends to non-residents of Canada. Under the present Canada/United States tax treaty, that rate is generally reduced to 15%. -9- DESCRIPTION OF SHARE CAPITAL The following description of our share capital and provisions of our articles of continuance and bylaws is intended as a summary only and is qualified in its entirety by reference to the provisions of our articles of continuance and bylaws, which are filed as exhibits hereto, and to the laws of Canada. GENERAL Our authorized share capital currently consists of an unlimited number of common shares and an unlimited number of preference shares issuable in one or more series. COMMON SHARES As of April 30, 2002, there were 112,071,096 common shares issued and outstanding. As of April 30, 2002, an additional 6,363,169 common shares were reserved for issuance under our stock option plans. Subject to the preferences, limitations and relative rights of holders of our preference shares described below, the holders of our common shares are entitled, among other things: o to share ratably in dividends if, when, and as declared by our board of directors out of funds legally available therefor, o to receive notice of any meeting of shareholders and to one vote for each share held of record on all matters at all meetings of shareholders, except at a meeting where holders of one class or a particular series are entitled to vote separately, and o in the event of our liquidation, dissolution or winding-up, to share ratably in the distribution of assets remaining after payment of debts, obligations and expenses. Holders of our common shares have no cumulative voting rights or preemptive rights to subscribe for or purchase any additional shares of capital stock issued by us. PREFERENCE SHARES SHARES ISSUABLE. We are currently authorized to issue an unlimited number of preference shares, none of which are currently issued and outstanding. Our preference shares may be issued in one or more series by our board of directors without further action by shareholders. PRIORITY AND DIVIDEND RIGHTS. Our preference shares are entitled to a preference over our common shares and to any other of our other shares ranking junior to the preference shares with respect to payment of dividends and amounts payable in the event of our liquidation, dissolution or winding up. The preference shares of any series are entitled to such other preferences over the common shares and any other shares ranking junior to the preference shares as may be determined by the directors when authorizing the respective series. VOTING RIGHTS. The holders of preference shares are not entitled to receive notice of or to attend or to vote at any meeting of our shareholders and are not entitled to vote separately as a class or as a series on any proposal to amend our articles to change the maximum number of the shares of any class or series thereof, or to effect an exchange, reclassification or cancellation of the preference shares or any series thereof, or to create a new class of shares or series thereof having rights or privileges equal or superior to the preference shares or any series thereof, provided, o the holder of any series of preference shares is entitled to receive notice of and to attend and to vote at meetings of our shareholders to the extent specifically provided in the rights and privileges attached to such series, provided, that such voting rights, if any, may only arise in the event of non-payment of dividends on such series; -10- o the holders of the preference shares or of any series are entitled to vote separately as a class or as a series in respect of any matter for which a separate class vote is specifically provided in the Ontario Business Corporations Act (other than a proposal to amend the articles in the manner described above); and o the holders of preference shares are entitled to receive notice of a meeting of the shareholders called for the purpose of authorizing the dissolution of Moore or the sale of its undertaking or a substantial part thereof. OTHER MATTERS. Our board of directors is authorized to fix as to any such series the number of shares to be issued and the designation, rights, privileges, restrictions and conditions attaching to the preference shares of such series, including the rate of preferential dividends, whether dividends will be cumulative or non-cumulative, the dates of payment of dividends, whether the shares will be redeemable and, if so, the redemption price and the terms and conditions of redemption, any voting rights, any conversion rights, any sinking fund, purchase fund or other provisions attaching thereto, and the amount payable on return of capital in the event of our liquidation, dissolution or winding-up. Depending upon the rights of any preference shares, their issuance could have an adverse effect on holders of our common shares by delaying or preventing a change in control, making removal of our present management more difficult or resulting in restrictions upon the payment of dividends and other distributions to the holders of our common shares. SERIES 1 PREFERENCE SHARES On December 11, 2000, our board of directors approved the creation of the Series 1 Preference Shares and issued 1,580,000 options to purchase Series 1 Preference Shares in order to induce certain members of our management to join Moore. On December 11, 2001, 25% of these options vested and became exercisable. An additional 25% will become vested and exercisable on each of December 11, 2002, 2003 and 2004. Initially, such options contained a cash-out provision permitting the holder to receive, at the holder's election and in lieu of the delivery of Series 1 Preference Shares, an amount with respect to each Series 1 Preference Share equal to the positive difference between the current market value per Series 1 Preference Share and the exercise price per share of such option. At our annual meeting of shareholders on April 18, 2002, our shareholders approved an amendment to the terms of these options to eliminate the cash-out provisions and to make them exercisable for one common share per option instead of one Series 1 Preference Share. The exercise price, which is Cdn$3.65, remained unchanged. No Series 1 Preference Shares were issued prior to the amendment. TRANSFER AGENT AND REGISTRAR The transfer agent and registrar for our common shares is Computershare Trust of Canada. SELLING SHAREHOLDERS All of the shares offered by this prospectus by the selling shareholders were received and are being registered under registration rights received in connection with the purchase in December 2000 by Chancery Lane/GSC Investors, L.P., which we refer to as the Partnership, of our $70.5 million subordinated convertible debenture due June 30, 2009, which we call the Debenture, and the conversion of the Debenture in December 2001 into 21,692,311 of our common shares. The Partnership and the identity of the natural persons and entities that made up the Partnership are described below. ADDITIONAL SHARES As an inducement to obtain the early conversion of the Debenture, we issued an additional 1,650,000 common shares (the "additional shares") to Greenwich Street Capital Partners II, L.P., GSCP Offshore Fund, L.P., Greenwich Fund, L.P., Greenwich Street Employees Fund, L.P. and TRV Executive Fund, L.P. (collectively, the "GSC Investors"), which held all of the Class A limited partnership interests in the Partnership that, under the terms of the agreement governing the Partnership, entitled them to all of the interest paid on the debenture and any redemption premium. In addition, we also agreed to make a payment in cash to the GSC Investors if the 20 day weighted -11- average trading price of the common shares on the New York Stock Exchange at December 31, 2002 is less than $8.00. The amount payable, if any, would be the difference between $14 million and the value at December 31, 2002 of the additional shares issued, provided the maximum amount payable by us shall not, in any event, exceed the value of 3,000,000 common shares at such date. This payment would be due even if the GSC Investors no longer hold the additional shares. In addition, if at December 31, 2003, the 20 day weighted average trading price of the common shares on the New York Stock Exchange is less than $10.83, we agreed to make a further cash payment to the GSC Investors equal to the lesser of $9 million and the value of 6 million common shares at such date. At our option, any of these payments may be made in common shares, subject to regulatory approval. The registration rights also are applicable to the additional shares. CHANCERY LANE/GSC INVESTORS, L.P. The Partnership was formed in December 2000 for the purpose of investing in the Debenture. The Debenture was convertible into 21,692,311 of our common shares at a rate of $3.25 per share. At initial issuance, those common shares represented about 19.7% of the then outstanding common shares upon conversion in full of the Debenture. The general partner of the Partnership was CLGI, Inc., whose sole shareholder was R. Theodore Ammon. As noted, the Class A limited partners of the Partnership were the GSC Investors and the following natural persons and entities were Class B limited partners of the Partnership: Chancery Lane MIC, L.P. Greenwich Street Capital Partners II, L.P. GSCP Offshore Fund, L.P. Greenwich Fund, L.P. Greenwich Street Employees Fund, L.P. TRV Executive Fund, L.P. BTIP/Berenson Minella DB Capital Investors, L.P. Mark Alan Angelson 1997 Trust Roger Altman Austin Beutner Robert Burton James E. Lillie Robert B. Lewis Thomas Quinlan, III Mark Hiltwein Robert Burton, Jr. Michael Burton CLGI, Inc. The Class A limited partners collectively invested $47 million in the Partnership and had (1) the right to all interest and redemption premium on the Debenture, (2) the right to exchange their Class A limited partnership interests for up to 40% of the Debenture or the common shares issuable on conversion of the Debenture and (3) the right to consent to the Partnership's conversion of the Debenture for so long as any Class A limited partnership interests were outstanding, unless certain minimum trading price or other conditions had been met. The Class B limited partners collectively invested $23.5 million in the Partnership and had the right to exchange their Class B limited partnership interests for up to 60% of the Debenture or the common shares issuable upon conversion of the Debenture if certain conditions were met. The Class B limited partners had no right to any interest or redemption premium from the Debenture. The Partnership's general partner had only a nominal interest in the Partnership. CONVERSION OF THE DEBENTURE AND RELATED AGREEMENTS As the minimum trading price or other conditions that would have allowed the Partnership to convert the Debenture without the Class A limited partners' consent had not been satisfied by December 2001, the Partnership could not convert the Debenture at that time without that consent. -12- In early December 2001, we came to a general understanding with the Class A limited partners regarding an agreement for the early conversion by the Partnership of the Debenture. This understanding included the issuance of the additional shares and the other agreements with the GSC Investors referred to in the second paragraph of this "Selling Shareholders" section. At that time, our board of directors appointed a special committee of 3 directors, entirely independent of the Partnership and the GSC Investors and with no personal interest in the transaction, to review the transaction and report to our full board of directors. The special committee retained independent financial and legal advisors. Based on their own review of the transaction, and advice they received from their advisors, including an opinion from their financial advisor that the consideration to be paid by us was fair from a financial point of view, the special committee recommended the transaction to our board of directors for approval. Our board (with Messrs. Angelson, Burton and Eckert having disclosed their interest in the transaction and refraining from voting) unanimously approved the transaction. ALLOCATION OF COMMON SHARES On December 28, 2001, pursuant to their rights under the partnership agreement, the Partnership's partners received 21,692,311 of our common shares. Those shares were allocated in accordance with the partnership agreement, with 40% of the shares allocated to the GSC Investors, as the Class A limited partners, and 60% of the shares allocated to the Class B limited partners, which included certain members of our management who are identified on this page below under "Interest of Officers and Directors in the Debenture". Aside from the 1,650,000 additional shares issued as an inducement to the Class A limited partners to induce them to consent to the Partnership's early conversion of the Debenture, the shares issued to the Partnership were divided among the partners of the Partnership on a pro rata basis in accordance with their entitlements under their partnership agreement. The 1,650,000 additional shares, which were issued as an inducement to the Class A limited partners to require the Partnership to convert the Debenture, were issued in exchange for preferred shares issued by a subsidiary of ours - Moore Holdings U.S.A. Inc., a Delaware corporation. Moore Holdings U.S.A. issued those preferred shares to the Partnership, the Partnership distributed the preferred shares to the GSC Investors and we issued 1,650,000 common shares to the GSC Investors upon transfer to us of the 1,650,000 preferred shares issued by Moore Holdings U.S.A. The 1,650,000 additional shares were allocated among the GSC Investors in proportion to their investment in the Class A limited partnership interests. We paid the expenses of the Partnership and certain of the expenses of the GSC Investors in connection with the conversion and the issuance of the additional shares. INTEREST OF OFFICERS AND DIRECTORS IN THE DEBENTURE Alfred C. Eckert III, who is our director, is a managing member of the general partner of each of the GSC Investors. Additionally Robert G. Burton, our Chairman, President and Chief Executive Officer; Mark A. Angelson, our director; Robert B. Lewis, our President, Business Communications Services; James E. Lillie, our Executive Vice President, Operations and Secretary; Thomas J. Quinlan, our Executive Vice President, Treasurer; Mark S. Hiltwein, our Executive Vice President, Chief Financial Officer; Robert G. Burton, Jr., our Senior Vice President, Investor Relations and Business Development; and Michael Burton, our Vice President, Operations - Commercial Division were Class B limited partners of the Partnership and, therefore, had an interest in the Debenture conversion. Of the 21,692,311 common shares issued upon conversion of the Debenture, an aggregate of 11,446,155 were issued to the GSC Investors, 306,237 were issued to Mr. Angelson and a trust controlled by Mr. Angelson, 1,107,693 were issued to Mr. Burton, 166,154 were issued to each of Messrs. Lewis and Lillie, 138,462 were issued to Mr. Quinlan and 55,385 were issued to Messrs. Hiltwein, Robert Burton, Jr. and Michael Burton. As described above, all common shares were allocated among the Partnership's partners in proportion to their investments in the Partnership. REGISTRATION OF COMMON SHARES Under the terms of the registration rights agreement with the Partnership entered into in December 2000, the Partnership had certain rights to request that we file a registration statement registering, for offer and sale, the Partnership's shares issued upon conversion of the Debenture and the additional shares. The right to request -13- registration under the terms of the registration rights agreement was assigned to the GSC Investors in connection with the conversion of the Debenture and the dissolution of the Partnership. On January 10, 2002, the GSC Investors exercised their right under this registration rights agreement to request that we file the registration statement that includes this prospectus. The registration rights agreement, along with a second registration rights agreement entered into among Moore, the Partnership and the GSC Investors in December 2001, provides, among other things, for the right to request two widely-distributed underwritten offerings under this prospectus. In addition, (1) the GSC Investors, as the parties requesting the registration of the shares covered by this prospectus, have the right to request an unlimited number of block trades (whether or not underwritten) and an unlimited number of non-underwritten takedowns and (2) the other selling shareholders exercising piggy-back rights have the right to participate in a widely-distributed underwritten offering requested by the GSC Investors, subject to cutback rights, and to sell their shares in block trades. SELLING SHAREHOLDERS The following table sets forth, based on information currently available to Moore: o the name of each selling shareholder; o the number of shares and the percentage of common shares beneficially owned by each selling shareholder prior to the date of this prospectus, if such selling shareholder owns more than one percent of the outstanding common shares; o the number of common shares being offered hereby by each selling shareholder; and o the number of shares and the percentage of common shares to be beneficially owned by each selling shareholder after the sale of all common shares registered hereby, if such selling shareholder will own more than one percent of the outstanding common shares. To the extent not described above, the footnotes to the table below and the following discussion set forth all material relationships between us and the selling shareholders during the past three years, including the options that were granted to certain of the selling shareholders who are also our officers in order to induce them to join Moore in December 2000. The selling shareholders may offer and sell, from time to time, some or all of the common shares covered by this prospectus. We have registered the common shares covered by this prospectus for offer and sale by the selling shareholders so that those shares may be freely sold to the public by them. Registration of the common shares covered by this prospectus does not mean, however, that those shares necessarily will be offered or sold. -14-
SHARES BENEFICIALLY OWNED AS SHARES BENEFICIALLY OF OWNED IF ALL SHARES MAY 31, 2002 REGISTERED ARE SOLD ------------------------------ --------------------- NUMBER OF NAME NUMBER PERCENTAGE SHARES OFFERED NUMBER PERCENTAGE --------------------------------------------- ---------- ---------- -------------- ------ ---------- Greenwich Street Capital Partners II, L.P.(1) 11,699,816 10.44 11,699,816 0 Robert G. Burton(3) 1,519,429 1.36 1,107,693 411,736 * Greenwich Street Employees Fund, L.P.(1) 698,445 * 698,445 Greenwich Fund, L.P.(1) 396,315 * 396,315 0 GSCP Offshore Fund, L.P.(1) 243,916 * 243,916 0 Mark A. Angelson(4) 238,887 * 223,160 15,727 James E. Lillie(3) 262,559 * 166,154 96,405 * Robert B. Lewis(3) 243,810 * 166,154 77,656 * Thomas J. Quinlan, III(3) 194,725 * 138,462 56,263 * Jeffrey L. Berenson(2) 157,635 * 157,635 0 Raymond Minella(2) 110,504 * 110,504 0 Gregg Feinstein 100,875 * 100,875 0 Mark Alan Angelson 1997 Trust(4) 83,077 * 83,077 0 Robert G. Burton, Jr.(3) 86,335 * 55,385 30,950 * Mark S. Hiltwein(3) 82,741 * 55,385 27,356 * Michael Burton(3) 73,871 * 55,385 18,486 * Michael Kraus 69,096 * 69,096 0 TRV Executive Fund, L.P.(1) 57,663 * 57,663 0 Roger Altman 27,385 * 27,385 0 David Wheeler 13,838 * 13,838 0 Berenson & Minella(2) 12,510 * 12,510 0 Richard Oh 8,303 * 8,303 0 Garth Klimchuk 6,919 * 6,919 0 Steven Wayne 6,138 * 6,138 0 Kathleen Powell 2,790 * 2,790 0 ---------- ---------- ------- TOTAL 16,397,791 15,663,003 734,788 ========== ========== =======
- ---------- * Before the date of this prospectus, the selling shareholder owns, and after the completion of the sale of all of the common shares the selling shareholder will own, less than 1% of the outstanding common shares. 1. Greenwich Street Investments II, L.L.C. and GSCP (NJ), L.P. are the general partner and manager, respectively, of Greenwich Street Capital Partners II, L.P., GSCP Offshore Fund, L.P., Greenwich Fund, L.P., Greenwich Street Employees Fund, L.P. and TRV Executive Fund, L.P. GSCP (NJ), Inc. is the general partner of GSCP (NJ), L.P. For the purposes of Rule 13d-3 under the Securities Exchange Act of 1934, as amended, Greenwich Street Investments II, L.L.C., as general partner of these selling shareholders, GSCP (NJ), L.P., as manager of these selling shareholders, and GSCP (NJ), Inc., as general partner of the manager of these selling shareholders, may be deemed to beneficially own the shares held by these selling shareholders. Notwithstanding the foregoing, Greenwich Street Investments II, L.L.C., GSCP (NJ), L.P. and GSCP (NJ), Inc. disclaim beneficial ownership of the shares held by these selling shareholders. Alfred C. Eckert III is a director of Moore. As one of nine managing members of the general partner of, and through his position with the manager of, these selling shareholders, Mr. Eckert may be deemed for the purposes of Rule 13d-3 to beneficially own the shares held by these selling shareholders. Notwithstanding the foregoing, Mr. Eckert disclaims beneficial ownership of the shares held by these selling shareholders. -15- 2. Berenson & Minella has performed advisory and investment banking services on behalf of Moore and received customary compensation in connection therewith. Jeffrey L. Berenson and Raymond Minella are principals of Berenson & Minella and may be deemed to beneficially own the shares held by Berenson & Minella. 3. The following individuals are officers of Moore: Robert G. Burton (Chairman, President and Chief Executive Officer), Robert B. Lewis (President, Business Communication Services), James E. Lillie (Executive Vice President, Operations and Secretary), Thomas J. Quinlan, III (Executive Vice President, Treasurer), Mark S. Hiltwein (Executive Vice President, Chief Financial Officer), Robert G. Burton, Jr. (Senior Vice President, Investor Relations and Business Development) and Michael Burton (Vice President, Operations-Commercial Division). Robert G Burton, Jr. and Michael Burton are sons of Robert G. Burton. The shares beneficially owned set forth in the foregoing table include options to purchase our common shares that are exercisable within the next 60 days. Specifically, options to purchase Series 1 preference shares were granted to Messrs. Robert G. Burton, Lewis, Lillie, Hiltwein, Robert Burton, Jr. and Michael Burton in December 2000. At our annual meeting of shareholders in April 2002, the terms of those options were amended to eliminate a cash-out option and make them exercisable for one common share per option instead of one Series 1 preference share per option. Mr. Robert G. Burton received 1,000,000 options, 250,000 of which are currently exercisable for our common shares, Messrs. Lewis and Lillie each received 200,000 options, 50,000 of which are currently exercisable for our common shares, Mr. Quinlan received 100,000 options, 25,000 of which are currently exercisable for our common shares, Mr. Hiltwein received 40,000 options, 10,000 of which are currently exercisable for our common shares, Mr. Robert Burton, Jr. received 30,000 options, 7,500 of which are currently exercisable for our common shares, and Mr. Michael Burton received 10,000 options, 2,500 of which are currently exercisable for our common shares. 4. Mr. Angelson is a member of our Board of Directors. Mr. Angelson may be deemed to beneficially own the shares beneficially owned by the Mark Alan Angelson Trust. The amount set forth in the foregoing table also includes 9,427 deferred share units and 6,300 vested options under the 2001 Long Term Incentive Plan. AGREEMENT REGARDING DESIGNATION OF DIRECTOR NOMINEES Under the terms of the December 2000 debenture purchase agreement that we entered into with the Partnership, it was agreed that: (1) Mr. R. Theodore Ammon and Mr. Alfred C. Eckert, III (or two other persons specified by the Partnership as to which a majority of the Board does not have a bona fide objection) would be nominated for election as our directors; (2) Mr. Robert G. Burton, as our Chief Executive Officer, would be nominated for election as our director; and (3) Mr. Newton N. Minow and Mr. John W. Stevens (or, if Mr. Minow or Mr. Stevens are unable or unwilling to act, other persons acceptable to the Partnership, acting reasonably) would be nominated for election as our directors. Upon Mr. Ammon's death, in November 2001, Mark A. Angelson was appointed to serve as non-executive Chairman and our director. The 2000 debenture purchase agreement provided that if, at any time, the Partnership and certain other specified entities, which we collectively refer to as the Restricted Group, own common shares issued on the conversion of the debenture which in the aggregate equal less than 50% of the initial number of common shares to which the Restricted Group was entitled, the Partnership would lose its right to designate one of the two director nominees denoted in each of (1) and (3) in the paragraph above. Similarly, if at any time the Restricted Group owns common shares issued on the conversion of the debenture which in the aggregate equal less than 33 1/3% of the initial number of common shares to which the Restricted Group was entitled, the Partnership would have no further rights with respect to the nomination of directors. The Partnership dissolved on December 28, 2001 when the debenture was converted. In connection with the dissolution of the Partnership, the rights of the Partnership with respect to the nomination of directors were assigned to Greenwich Street Capital Partners II, L.P. and Greenwich Street Capital Partners II, L.P. advised us that so long as it was entitled to nominate two directors for election, it would nominate Messrs. Angelson and Eckert and in the event it was entitled to nominate only one director for election, it would nominate Mr. Eckert. SHARES ELIGIBLE FOR FUTURE SALE As of April 30, 2002, we had outstanding 112,071,096 common shares. The common shares registered hereby are not freely tradeable without restriction or registration under the Securities Act. Other than 1,650,000 common -16- shares newly issued on December 28, 2001, all of these shares are eligible for sale in accordance with Rule 144 or Rule 145 under the Securities Act. In general, under Rule 144 as currently in effect, any person who has beneficially owned shares for at least one year, including persons who may be deemed an "affiliate" of the Company, is entitled to sell within any three-month period a number of common shares that does not exceed the greater of (i) 1% of the then outstanding common shares or (ii) the average weekly trading volume in our common shares during the four calendar weeks preceding such sale. Such sales under Rule 144 are also subject to certain manner of sale provisions, notice requirements and to the availability of our current public information. In addition, any person who is not deemed our "affiliate," and who has beneficially owned his or her shares for at least two years, is entitled to sell such shares under Rule 144 without regard to the volume limitations, manner of sale provisions or notice requirements. While no predictions can be made of any effect that open market sales of shares or the availability of shares for sale will have on the market price prevailing from time to time, sales of substantial amounts of our common shares in the public market, or the perception that such sales will occur, could adversely affect market prices and trading activities in our common stock. See "Risk Factors - Our share price may decline due to large numbers of shares eligible for future sale". PLAN OF DISTRIBUTION The selling shareholders may offer and sell, from time to time, some or all of the common shares covered by this prospectus. We have registered the common shares covered by this prospectus for offer and sale by the selling shareholders so that those shares may be freely sold to the public by them. Registration of the common shares covered by this prospectus does not mean, however, that those shares necessarily will be offered or sold. We will not receive any proceeds from any sale by the selling shareholders of the securities. See "Use of Proceeds". METHODS OF DISTRIBUTION BY SELLING SHAREHOLDERS Each of the selling shareholders may offer and sell any or all of the shares from time to time and in several different ways. For example, they may make sales: o in privately negotiated transactions; o through broker-dealers, who may act as agents or principals; o in a block trade in which a broker-dealer will attempt to sell a block of common shares as agent but may position and resell a portion of the block as principal to facilitate the transaction; o through one or more underwriters on a firm commitment or best-efforts basis; o directly to one or more purchasers; o through agents; or o in any combination of the above. When selling the shares, the selling shareholders may enter into hedging transactions. For example, the selling shareholders may: o enter into transactions involving short sales of common shares by broker-dealers; o sell common shares short themselves and deliver the shares registered under this prospectus to settle such short sales or to close out stock loans incurred in connection with their short positions; -17- o enter into option or other types of transactions that require the selling shareholders to deliver common shares to a broker-dealer or other person, who will then resell or transfer the common shares under this prospectus; or o loan or pledge the common shares to a broker-dealer or other person, who may sell the loaned shares or, in the event of default, sell the pledged shares. From time to time, the selling shareholders may offer shares through brokers, dealers or agents, who may receive compensation in the form of discounts, concessions or commissions from any selling shareholder, agents and/or the purchasers for whom they may act as agent. Unless otherwise agreed, all shares will be sold in accordance with the terms of the registration rights agreements we have entered into with respect to the shares. PREPARATION OF AN ADDITIONAL PROSPECTUS TO DESCRIBE THE METHOD OF SALE If necessary, we will prepare another prospectus to describe the method of sale in greater detail. As of the date of this prospectus, we do not know of any arrangements by the selling shareholders to sell the shares, nor do we know which brokerage firms the selling shareholders may select to sell the shares. In addition, the selling shareholders may sell the shares without the aid of a registration statement if it follows certain SEC rules, including Rule 144 under the Securities Act. PARTIES THAT MAY BE DEEMED UNDERWRITERS The selling shareholders and any brokers, dealers or agents that participate in the distribution of the shares may be considered "underwriters" under the federal securities laws. If a selling shareholder is considered an underwriter, any profits on the sale of shares by it and any associated discounts, concessions or commissions may be considered underwriting compensation under the federal securities laws. In addition, if a selling shareholder is considered an underwriter, the selling shareholder may be subject to some liabilities for misstatements and omissions in the registration statement. We have agreed to indemnify the selling shareholders against certain liabilities arising in connection with this offering, including liabilities under the Securities Act or to contribute to payments that the selling shareholders may be required to make in that respect. REGULATION OF SALES BY SELLING SHAREHOLDERS The selling shareholders and any other person participating in a sale or distribution of shares will be subject to applicable provisions of the Securities Exchange Act of 1934, which is the federal statute regulating sales of securities. Some rules and regulations issued by the SEC, including some limitations on activities during securities offerings and anti-fraud provisions, may limit when the selling shareholders, or any other person, may sell or purchase the shares. Specifically, and without limiting the preceding paragraph, the selling shareholders will be subject to Regulation M, the provisions of which may limit the timing of purchases and sales of common shares by the selling shareholders. These limitations may affect the marketability of the common shares. In some jurisdictions, the state securities laws require that the shares be offered or sold only through registered or licensed brokers or dealers. In addition, in some jurisdictions the shares may not be offered or sold unless they have been registered or qualified for sale in such jurisdictions or an exemption from registration or qualification is available and is complied with. -18- EXPENSES We will not receive any part of the proceeds from the sale of the shares. We will bear expenses we incur in registering the shares with the SEC. We estimate these expenses to be approximately $350,000. If and when we are required to update this prospectus, we may incur additional expenses in excess of the amount estimated above. The selling shareholders will pay their own expenses, including underwriting discounts, brokerage commissions, legal fees or similar expenses, in offering and selling the shares. VALIDITY OF COMMON SHARES The validity of the common shares offered hereby has been passed upon for the Company by Osler, Hoskin & Harcourt LLP, Canadian counsel for Moore. EXPERTS The financial statements and the related financial statement schedule as of December 31, 2001 and for the year then ended, incorporated by reference in this prospectus have been audited by Deloitte & Touche LLP, independent auditors, as stated in their reports, which are incorporated by reference herein, and have been so incorporated in reliance upon the reports of such firm given upon their authority as experts in accounting and auditing. The financial statements and the related financial statement schedule as of December 31, 2000 and for the two years then ended, incorporated by reference in this prospectus have been audited by PricewaterhouseCoopers LLP, independent accountants, as stated in their reports, which are incorporated by reference herein, and have been so incorporated in reliance upon the reports of such firm given upon their authority as experts in accounting and auditing. -19- PART II INFORMATION NOT REQUIRED IN PROSPECTUS ITEM 14. OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION The following table sets forth an itemization of all estimated expenses in connection with the issuance and distribution of the securities hereby registered, all of which are payable by Moore: Registration statement filing fee......................$ 17,682 Legal fees and expenses................................ 200,000 Accounting fees and expenses........................... 100,000 Miscellaneous fees and expenses........................ 50,000 -------- Total.............................................$367,682 ========
ITEM 15. INDEMNIFICATION OF DIRECTORS AND OFFICERS Section 124 of the Canada Business Corporations Act provides that a corporation may indemnify a director or officer of the corporation, a former director or officer of the corporation or another individual who acts or acted at the corporation's request as a director or officer, or an individual acting in a similar capacity, of another entity, against all costs, charges and expenses, including an amount paid to settle an action or satisfy a judgment, reasonably incurred by the individual in respect of any civil, criminal, administrative, investigative or other proceeding in which the individual is involved because of that association with the corporation or other entity. This right is limited to the extent that the individual (a) acted honestly and in good faith with a view to the best interests of the corporation, or, as the case may be, to the best interests of the other entity for which the individual acted as director or officer or in a similar capacity at the corporation's request; and (b) in the case of a criminal or administrative action or proceeding that is enforced by a monetary penalty, the individual had reasonable grounds for believing that the individual's conduct was lawful. Section 19 of Moore's By-laws provides as follows: Section 19 - Protection of Directors, Officers and Others. (a) Subject to paragraphs (c) and (d), the Corporation shall indemnify a director or officer of the Corporation, a former director or officer of the Corporation or another individual who acts or acted at the Corporation's request as a director or officer or in a similar capacity, of another entity, against all costs, charges and expenses, including an amount paid to settle an action or satisfy a judgment, reasonably incurred by such individual in respect of any civil, criminal or administrative, investigative or other proceeding in which the individual is involved because of that association with the Corporation or other entity. (b) Subject to paragraph (d), the Corporation shall advance moneys to such individual for the costs, charges and expenses of a proceeding referred to in (a) provided such individual agrees in advance, in writing, to repay the moneys if the individual does not fulfill the condition of paragraph (c). (c) The Corporation may not indemnify an individual under paragraph (a) unless the individual: (i) acted honestly and in good faith with a view to the best interests of the Corporation or other entity for which the individual acted as a director or officer or in a similar capacity at the Corporation's request, as the case may be; and (ii) in the case of a criminal or administrative action or proceeding that is enforced by a monetary penalty, had reasonable grounds for believing that his or her conduct was lawful. (d) In respect of an action by or on behalf of the Corporation or other entity to procure a judgment in its favour to which the individual is made a party because of the individual's association with the Corporation or other entity as described in paragraph (a), if the individual fulfils the conditions set out in paragraph (c), the Corporation shall seek and obtain the approval of a court prior to II-1 indemnifying against costs, charges and expenses reasonably incurred by the individual in connection with such action, or prior to advancing moneys to such individual under paragraph (b). ITEM 16. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES
EXHIBIT NO. DESCRIPTION - ----------- ----------- 3.1 Articles of Continuance 3.2 By-Laws 4.1 Registration Rights Agreement, dated as of December 21, 2000, between the registrant and Chancery Lane/GSC Investors, L.P.* 4.2 Registration Rights Agreement, dated as of December 28, 2001, among the registrant, the GSC Investors listed on a schedule thereto and Chancery Lane/GSC Investors, L.P.** 5.1 Opinion of Osler, Hoskin & Harcourt LLP, as to validity of the common shares. 10.1 Debenture Purchase Agreement, dated as of December 12, 2000, between the registrant and Chancery Lane/GSC Investors, L.P. (including the form of 8.70% Subordinated Convertible Debenture Due June 30, 2009).** 10.2 Conversion Inducement Agreement, dated as of December 28, 2001, between the registrant and Chancery Lane/GSC Investors, L.P.*** 10.3 Transfer Agreement, dated as of December 28, 2001, among the registrant, Greenwich Street Capital Partners II, L.P. and the other persons listed on the Schedule of Investors thereto.*** 23.1 Consent of PricewaterhouseCoopers LLP. 23.2 Consent of Deloitte & Touche LLP. 23.3 Consent of Osler, Hoskin & Harcourt LLP (included in Exhibit 5.1). 24.1 Power of Attorney of Joan D. Manley.***
- --------------- * Incorporated by reference from Exhibit 4.5 to our Quarterly Report on Form 10-Q for the quarter ended September 30, 2001. ** Incorporated by reference from our Annual Report on Form 10-K for the year ended December 31, 2001. *** Previously filed. ITEM 17. UNDERTAKINGS The undersigned registrant (the "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: (a) To include any prospectus required by Section 10(a)(3) of the Securities Act of 1933 (as amended, and together with the rules and regulations thereunder, the "Securities Act"); II-2 (b) 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. Notwithstanding the foregoing, any increase or decrease in volume of securities offered (if the total value of securities offered would not exceed that which was registered) and any deviation from the low or high end of the estimated maximum offering range may be reflected in the form of prospectus filed with the Commission pursuant to Rule 424(b) if, in the aggregate, the changes in volume and price represent no more than a 20 percent change in the maximum offering price set forth in the "Calculation of Registration Fee" table in the effective registration statement. (c) To include any material information with respect to the plan of distribution not previously disclosed in the registration statement or any material change to such information in the registration statement; provided, however, that paragraphs (1)(a) and (1)(b) do not apply if the information required to be included in a post-effective amendment by those paragraphs is contained in periodic reports filed with or furnished to the Commission by the registrant pursuant to Section 13 or Section 15(d) of the Securities Exchange Act of 1934 (as amended, and together with the rules and regulations thereunder, the "Securities 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 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. (4) 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 Securities Exchange Act (and, where applicable, each filing of an employee benefit plan's annual report pursuant to Section 15(d) of the Securities 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. (5) 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 (other than pursuant to insurance), the Registrant has been advised that in the opinion of the Commission such indemnification is against public policy as expressed in the Securities Act and may, therefore, be 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 and other than insurance payments) 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. II-3 SIGNATURES Pursuant to the requirements of the Securities Act of 1933, the registrant certifies that it has reasonable grounds to believe that it meets all the requirements for filing on Form S-3 and has duly caused this amendment to the registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Stamford and the State of Connecticut, on this 19th day of June, 2002. MOORE CORPORATION LIMITED By: /s/ Robert G. Burton --------------------------------- Name: Robert G. Burton Title: Chairman, President & Chief Executive Officer 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 June 19, 2002.
SIGNATURE TITLE DATE --------- ----- ---- /s/ Robert G. Burton Chairman, President and June 19, 2002 - ---------------------------- Chief Executive Officer Robert G. Burton /s/ Mark S. Hiltwein Executive Vice President, Chief Financial Officer June 19, 2002 - ---------------------------- Mark S. Hiltwein /s/ Richard T. Sansone Vice President, Controller June 19, 2002 - ---------------------------- (Principal Accounting Officer) Richard T. Sansone /s/ Mark A. Angelson Director June 19, 2002 - ---------------------------- Mark A. Angelson Director June 19, 2002 - ---------------------------- Ronald J. Daniels /s/ Alfred C. Eckert III Director June 19, 2002 - ---------------------------- Alfred C. Eckert III /s/ Joan D. Manley Director June 19, 2002 - ---------------------------- Joan D. Manley /s/ Lionel H. Schipper Director June 19, 2002 - ---------------------------- Lionel H. Schipper /s/ John W. Stevens Director June 19, 2002 - ---------------------------- John W. Stevens
II-4
EXHIBIT INDEX EXHIBIT NO. DESCRIPTION LOCATION ----------- ----------- -------- 3.1 Articles of Continuance Filed herewith. 3.2 By-Laws Filed herewith. 4.1 Registration Rights Agreement, dated as of Incorporated by reference from Exhibit 4.5 December 21, 2000, between the registrant and to our Quarterly Report on Form 10-Q Chancery Lane/GSC Investors, L.P. for the quarter ended September 30, 2001. 4.2 Registration Rights Agreement, dated as of December Incorporated by reference from Exhibit 28, 2001, among the registrant, the GSC Investors 4.5 to our Annual Report on Form 10-K for listed on a schedule thereto and Chancery Lane/GSC the year ended December 31, 2001. Investors, L.P. 5.1 Opinion of Osler, Hoskin & Harcourt LLP, as to the Filed herewith. validity of the common shares 10.1 Debenture Purchase Agreement, dated as of December Incorporated by reference from Exhibit 12, 2000, between the registrant and Chancery 4.2 to our Annual Report on Form 10-K for Lane/GSC Investors, L.P. (including the form of the year ended December 31, 2001. 8.70% Subordinated Convertible Debenture Due June 30, 2009). 10.2 Conversion Inducement Agreement, dated as of Previously filed. December 28, 2001, between the registrant and Chancery Lane/GSC Investors, L.P. 10.3 Transfer Agreement, dated as of December 28, 2001, Previously filed. among the registrant, Greenwich Street Capital Partners II, L.P. and the other persons listed on the Schedule of Investors thereto. 23.1 Consent of PricewaterhouseCoopers LLP Filed herewith. 23.2 Consent of Deloitte & Touche LLP Filed herewith. 23.3 Consent of Osler, Hoskin & Harcourt LLP Included in Exhibit 5.1 24.1 Power of Attorney of Joan D. Manley Previously filed.
II-5 EX-3.1 3 file002.txt ARTICLES OF CONTINUANCE [Canadian flag] Industry Canada Industrie Canada CERTIFICATE CERTIFICAT OF CONTINUANCE DE PROROGATION CANADA BUSINESS LOI CANADIENNE SUR CORPORATIONS ACT LES SOCIETES PAR ACTIONS
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MOORE CORPORATION LIMITED 407882-9 - ------------------------------- ------------------------------- Name of corporation- Corporation number- Denomination de la societe Numero de la societe I hereby certify that the Je certifie que la societe above-named corporation was susmentionnee a ete prorogee continued under section 187 of en vertu de l'article 187 de the Canada Business la Loi canadienne sur les Corporations Act, as set out societes par actions, tel in the attached articles of qu'il est indique dans les continuance. clauses de prorogation ci-jointes. [signature] JUNE 3, 2002 / LE 3 JUIN 2002 Director - Directeur Date of Continuance - Date de la prorogation
[LOGO] [Canadian flag] Industry Canada Industrie Canada Canada Business Loi canadienne sur les Corporations Act societes par actions FORM 11 FORMULE 11 ARTICLES OF CONTINUANCE CLAUSES DE PROROGATION (SECTION 187) (ARTICLE 187)
- ------------------------------------------------------------------------------------------------------------------------------------ 1 -- Name of the Corporation Denomination sociale de la societe MOORE CORPORATION LIMITED - ------------------------------------------------------------------------------------------------------------------------------------ 2 -- The province or territory in Canada where La province ou le territoire au Canada ou se situera le siege the registered office is to be situated social Province of Ontario - ------------------------------------------------------------------------------------------------------------------------------------ 3 -- The classes and the maximum number of shares Categories et le nombre maximal d'actions que la societe est that the corporation is authorized to issue autorisee a emettre An unlimited number of common shares, an unlimited number of Preference Shares, issuable in series and an unlimited number of Series 1 Preference Shares. The rights, privileges, restrictions and conditions attaching to the common shares, the Preference Shares, issuable in series and the Series 1 Preference Shares are as set out in Schedule A. - ------------------------------------------------------------------------------------------------------------------------------------ 4 -- Restrictions, if any, on share transfers Restrictions sur le transfert des actions, s'il y a lieu None - ------------------------------------------------------------------------------------------------------------------------------------ 5 -- Number (or minimum and maximum number) of directors Nombre (ou nombre minimal et maximal) d'administrateurs A minimum of seven (7) and maximum of fifteen (15) - ------------------------------------------------------------------------------------------------------------------------------------ 6 -- Restrictions, if any, on business the corporation Limites imposees a l'activite commerciale de la societe, may carry on s'il y a lieu None - ------------------------------------------------------------------------------------------------------------------------------------ 7 -- (1) If change of name effected, previous name (1) S'il y a changement de denomination sociale, indiquer la denomination sociale anterieure N/A (2) Details of incorporation (2) Details de la constitution Amalgamated under the Business Corporations Act (Ontario) by Certificate and Articles of Amalgamated dated January 1, 1993. - ------------------------------------------------------------------------------------------------------------------------------------ 8 -- Other provisions, if any Autres dispositions, s'il y a lieu See attached Schedule B - ------------------------------------------------------------------------------------------------------------------------------------ Date Signature 7 -- Capacity of - En qualite de April 18, 2002 /s/ Jennifer O. Estabrook Senior Vice President, General Counsel and Asst. Secretary - ------------------------------------------------------------------------------------------------------------------------------------ For Department use Only Print Name - A l'usage du ministere seulement Nom en lettres moulees Corporation No. JENNIFER O. ESTABROOK June 10, 2002 No de la societe Juin 407882-9 LOGO - --------------------------------------------------------------------------------
MOORE CORPORATION LIMITED ARTICLES OF CONTINUANCE SCHEDULE A Common Shares The common shares shall have attached thereto the following rights, privileges, restrictions and conditions: 1. VOTING RIGHTS Each holder of common shares shall be entitled to receive notice of and to attend all meetings of shareholders of the Corporation and to vote thereat, except meetings at which only holders of a specified class of shares (other than common shares) or specified series of shares are entitled to vote. At all meetings of which notice must be given to the holders of the common shares, each holder of common shares shall be entitled to one vote in respect of each common share held by such holder. 2. DIVIDENDS The holders of the common shares shall be entitled, subject to the rights, privileges, restrictions and conditions attaching to any other class of shares of the Corporation, to receive any dividend declared by the Corporation. 3. LIQUIDATION, DISSOLUTION OR WINDING-UP The holders of the common shares shall be entitled, subject to the rights, privileges, restrictions and conditions attaching to any other class of shares of the Corporation, to receive the remaining property of the Corporation on a liquidation, dissolution or winding-up of the Corporation, whether voluntary or involuntary. Preference Shares The Preference Shares, as a class, shall have attached thereto the following rights, privileges, restrictions and conditions: 1. Each series of Preference Shares shall consist of such number of shares as shall before issuance thereof be fixed by the directors who shall at the same time determine the designation, rights, privileges, restrictions and conditions attaching to the Preference Shares of each such series including, without limiting the generality of the foregoing, the rate of preferential dividends, whether dividends shall be cumulative or non-cumulative, the dates of payment thereof, whether the shares shall be redeemable and if so the redemption price and the terms and conditions of redemption, any voting rights, any conversion rights, any sinking fund, purchase fund or other provisions attaching thereto, and the amount payable on return of capital in the event of the liquidation, dissolution or winding up of the Corporation; provided however that the voting rights, if any, which -2- may be attached to any series of Preference Shares shall arise only in the event of nonpayment of dividends thereon. 2. The Preference Shares shall be entitled to a preference of the common shares without par value and any other shares of the Corporation ranking junior to the Preference Shares with respect to the payment of dividends and all amounts payable on return of capital in the event of the liquidation, dissolution or winding up of the Corporation but shall not have any further right to participate in profits. The Preference Shares of any series shall be entitled to such other preferences over the common shares without par value and any other shares ranking junior to the Preference Shares as may be determined by the directors when authorizing the respective series. 3. The holders of the Preference Shares shall not be entitled to receive notice of or to attend or to vote at any meeting of shareholders of the Corporation and shall not be entitled to vote separately as a class or as a series thereof upon any proposal to amend the articles of the Corporation to change the maximum number of the shares of any class or series thereof, or to effect an exchange, reclassification or cancellation of the Preference Shares or any series thereof, or to create a new class of shares or series thereof having rights or privileges equal or superior to the Preference Shares or any series thereof; provided, however, that notwithstanding the foregoing provisions of this paragraph 3: (a) the holder of any series of the Preference Shares shall be entitled to receive notice of and to attend and to vote at meetings of shareholders of the Corporation to the extent specifically provided in the rights and privileges to be attached to such series; (b) the holders of the Preference Shares or of any series thereof shall be entitled to vote separately as a class or as a series in respect of any matter for which a separate vote is specially provided in the Canada Business Corporations Act, or any successor statute thereto other than in respect of a proposal to amend the articles in a manner as hereinbefore in this paragraph 3 specified; and (c) the holders of the Preference Shares shall be entitled to receive notice of a meeting of shareholders called for the purpose of authorizing the dissolution of the Corporation or the sale of its undertaking or a substantial part thereof. SERIES 1 PREFERENCE SHARES The first series of Preference Shares which shall consist of an unlimited number of shares designated as Series 1 Preference Shares and shall, in addition to the rights, privileges, restrictions and conditions attaching to the Preference Shares as a class, have the following rights, privileges, restrictions and conditions: 1. DIVIDENDS The holders of the Series 1 Preference Shares shall be entitled to receive and the Corporation shall pay thereon, as and when declared by the board of directors out of the moneys of the -3- Corporation properly applicable to the payment of dividends, preferential non-cumulative dividends in an amount equal to $0.001 per annum per share as the directors may from time to time determine and, except with the consent in writing of the holders of all the Series 1 Preference Shares outstanding, no cash dividend may be paid in any year to the holders of the common shares or any other class of shares of the Corporation ranking junior to the Series 1 preference shares unless in such year the full amount of the preferential dividend herein provided for shall have been paid to the holders of the Series 1 Preference Shares prior thereto or simultaneously therewith. 2. ADDITIONAL DIVIDENDS In addition to the preferential dividend attaching to the Series 1 Preference Shares as provided for in paragraph 1 hereof, the holders of the Series 1 Preference Shares shall be entitled to participate share for share with the holders of the common shares, without preference or distinction, in any cash dividend paid in any one fiscal year on the common shares. 3. NO VOTING RIGHTS Except as otherwise provided in the Canada Business Corporations Act, the holders of the Series 1 Preference Shares shall not be entitled to receive notice of, or to attend or to vote at any meeting of the shareholders of the Corporation. 4. LIQUIDATION, DISSOLUTION OR WINDING-UP In the event of the liquidation, dissolution or winding-up of the Corporation, whether voluntary or involuntary, the holders of the Series 1 Preference Shares shall be entitled to receive in respect of each such share, before any distribution of any part of the assets of the Corporation among the holders of the common shares and any other class of shares of the Corporation ranking junior to the Series 1 Preference Shares, an amount equal to $0.001 together with all dividends declared thereon and unpaid up to the date of liquidation, dissolution or winding up. After payment to the holders of the Series 1 Preference Shares of the amount so payable to such holders as herein provided, all of the property and assets of the Corporation available for distribution to the holders of the Series 1 Preference Shares and the common shares shall be paid or distributed equally, share for share, to the holders of the Series 1 Preference Shares and the common shares, respectively, without preference or distinction. -4- 5. CONVERSION In the event that at the time of issuance of any Series 1 Preference Shares of the Corporation the authorized capital of the Corporation shall include a class of non-voting common shares (the "Non-Voting Common Shares"), such Series 1 Preference Shares to be issued shall be automatically converted into fully paid and non-assessable Non-Voting Common Shares of the Corporation as the same shall be constituted at the time of conversion on the basis of one (1) Non-Voting Common Share for each Series 1 Preference Share; provided, however, that, in the event of liquidation, dissolution or winding up of the Corporation, such right of conversion shall cease and expire at noon on the business day next preceding the date of such liquidation, dissolution or winding up. Upon written request of the Corporation, the holder or holders of Series 1 Preference Shares being converted shall surrender the certificate or certificates, if any, representing such holder's Series 1 Preference Shares to be converted to the registered office of the Corporation or to the transfer agent for the time being of such Series 1 Preference Shares and thereupon there shall be issued to such holder by the Corporation, as fully paid and non-assessable, the number of Non-Voting Common Shares to which such holder shall be entitled upon such conversion. No payment or adjustment in respect of unpaid non-cumulative dividends on the Series 1 Preference Shares so converted shall be made upon any such conversion. 6. ANTI-DILUTION PROVISION In the event that the Corporation, shall: (i) subdivide or redivide the outstanding common shares into a greater number of common shares; (ii) reduce, combine or consolidate the outstanding common shares into a smaller number of common shares; (iii) issue common shares to the holders of all or substantially all of the outstanding common shares by way of a stock dividend (other than common shares issued under a dividend reinvestment or similar plan) or (iv) distribute to the holders of all or substantially all of the outstanding common shares any evidences of indebtedness or assets, and the Corporation does not also, on an equivalent share-for-share basis, (i) subdivide or redivide the outstanding Series 1 Preference Shares into a greater number of Series 1 Preference Shares; (ii) reduce, combine or consolidate the outstanding Series 1 Preference Shares into a smaller number of Series 1 Preference Shares; (iii) issue Series 1 Preference Shares (or common shares) to the holders of all or substantially all of the outstanding Series 1 Preference Shares by way of a stock dividend or (iv) distribute to the holders of all or substantially all of the outstanding Series 1 Preference Shares such evidences of indebtedness or assets, then the board of directors of the Corporation shall make such adjustment to Series 1 Preference Shares as the board of directors of the Corporation determines appropriate, in its sole discretion. 7. AVOIDANCE OF FRACTIONAL SHARES No holder of Series 1 Preference Shares shall be entitled to convert any Series 1 Preference Shares into a fraction of a Non-Voting Common Share, but in any such case the Corporation shall issue or cause to be issued in respect of such fraction or fractions a scrip certificate, transferable by delivery, entitling the holder thereof and of other similar scrip certificates -5- aggregating one full Non-Voting Common Share, upon surrender of such scrip certificates at such place as may be designated therein, to obtain from the Corporation a full Non-Voting Common Share and to receive a share certificate therefor. Such scrip certificate shall be in such form and terms (including, without in any way limiting the generality of the foregoing, terms with regard to expiry on a specific date not less than 60 days after the issue thereof) and shall be subject to such conditions as the Corporation may determine, and shall provide that the holder thereof shall not be a shareholder or be entitled to receive dividends or to any other rights of a shareholder. 8. DISSENT RIGHTS The holders of Series 1 Preference Shares shall not be entitled to vote separately as a class, and shall not be entitled to dissent, upon a proposal to amend the articles of the Corporation to: (a) increase or decrease any maximum number of authorized Series 1 Preference Shares, or increase any maximum number of authorized shares of a class or series of a class having rights or privileges equal or superior to the Series 1 Preference Shares; (b) effect an exchange, reclassification or cancellation of the Series 1 Preference Shares; or (c) create a new class or series of a class of shares equal or superior to the Series 1 Preference Shares. In addition, each holder of Series 1 Preference Shares shall exercise any remaining voting rights in respect of the Series 1 Preference Shares in accordance with the recommendation of the board of directors of the Corporation. MOORE CORPORATION LIMITED ARTICLES OF CONTINUANCE SCHEDULE B 8. Other provisions, if any: (a) The directors may appoint from time to time one or more additional directors within the limits provided in the Canada Business Corporations Act. (b) The directors may from time to time determine the number of directors of the Corporation. (c) Meetings of the shareholders of the Corporation may be held at any place in Canada or in the United States of America. EX-3.2 4 file003.txt BY-LAWS MOORE Schedule A CORPORATION LIMITED BY-LAW NO. 1A a by-law relating generally to the business and affairs of Moore Corporation Limited. - -------------------------------------------------------------------------------- Be it enacted and it is hereby enacted as a by-law of Moore Corporation Limited (herein referred to as the "Corporation") that: REGISTERED OFFICE 1 Until changed in accordance with the Canada Business Corporations Act (the "Act") the registered office of the Corporation shall be in the province within Canada specified in the articles and at such place and address therein as the board may from time to time determine. SEAL 2 The Corporation may have a seal which shall be adopted and may be changed by the board. DIRECTORS 3 Powers The board of directors of the Corporation shall manage, or supervise the management of, the business and affairs of the Corporation. 4 Constitution At least one-third of the directors of the Corporation shall not be officers or employees of the Corporation or of any affiliate of the Corporation. At least 25% of the directors shall be resident Canadians. If there are less than 4 directors, at least 1 director must be a resident Canadian. Except as permitted by the Act, no business shall be transacted by the board of directors except at a meeting of directors at which a quorum is present and at least 25% of the directors present are resident Canadians or, if the Corporation has less than 4 directors, at least 1 of the directors present is a resident Canadian. 5 Quorum Four directors, or such greater number of directors as may be determined from time to time by resolution of the directors, shall constitute a quorum for the transaction of business at any meeting of directors. 6 Qualification Each director shall be at least eighteen years of age at the time of election to the board of directors. 7 Election and term of office The directors shall be elected yearly at the annual meeting of shareholders of the Corporation and shall hold office until the next annual meeting of shareholders. Each director then in office shall retire, but shall be eligible for re-election. If an election of directors is not held at the annual meeting of shareholders, the directors then in office shall continue in office until their successors are elected. 8 Remuneration The directors shall be paid such remuneration for their services as the board may from time to time determine. The directors shall also be reimbursed for travelling and other expenses incurred in attending meetings of the board of directors, of committees of the board of which they are members and of shareholders and any other expenses properly incurred by them in connection with the affairs of the Corporation or shall receive such fixed allowance in respect thereof as the directors may from time to time determine. 9 Vacation of office A director may resign his office by notice in writing delivered or sent to the Secretary of the Corporation and such resignation shall become effective on receipt thereof or on such later date as may be specified in such notice. A director shall forthwith cease to hold office as a director should he become bankrupt or be found to be a mentally incompetent person. 10 Vacancies (a) A quorum of directors may fill a vacancy unless the vacancy arose from: (i) an increase in the number or the minimum or maximum number of directors specified in the articles; or (ii) a failure to elect the number or minimum number of directors provided for in the articles. (b) Whenever a vacancy occurs on the board which results in the board not having a quorum, or there has been a failure to elect the number or minimum number of directors provided for in the articles, the remaining directors shall forthwith call a special meeting of shareholders to fill the vacancy. If the board fails to call such meeting or if there are no such directors then in office, any shareholder may call the meeting. (c) The board may, if the articles of the Corporation so provide, appoint one or more additional directors, who shall hold office for a term expiring not later than the close of the next annual meeting of shareholders, but the total number of directors so appointed may not exceed one third of the number of directors elected at the previous annual meeting of shareholders. 11 Meetings of directors (a) Meetings of the board of directors may be held at the registered office of the Corporation or at any other place within or outside Canada. A majority of the meetings of the board of directors need not be held within Canada in any financial year of the Corporation. (b) The Chairman of the Board or the President or any two directors may at any time, and the Secretary at the direction of the Chairman of the Board or the President or any two directors shall, convene a meeting of the board of directors. (c) Notice of the time and place for the holding of a meeting of directors may be given to each director by telephone not less than 48 hours before the time of the meeting or by written notice not less than five days before the date of the meeting. (d) Meetings of the board of directors may be held at any time without notice if all the directors are present, or if a quorum is present and those directors who are absent have consented in writing to the holding of the meeting in their absence. In the case of the first meeting of the board of directors following their election at a meeting of shareholders, no notice of such meeting shall be necessary in order validly to constitute the meeting, provided a quorum of directors is present. (e) Notice of an adjourned meeting of directors is not required to be given if the time and place of the adjourned meeting is announced at the original meeting. (f) A director may, in accordance with the regulations under the Act (the "Regulations"), if any, and if all of the directors of the Corporation consent, participate in a meeting of directors or of a committee of directors by means of a telephonic, electronic or other communication facility that permits all participants to communicate adequately with each other during the meeting. A director who participates in such meeting by such means is deemed to be present at that meeting. Any such consent shall be effective whether given before or after the meeting to which it relates and may be given with respect to all meetings of the board held while a director holds office. 12 Voting at meetings Questions arising at any meeting of the board of directors shall be decided by a majority of votes. In the case of an equality of votes, the chairman of the meeting, in addition to his original vote, shall have a second or casting vote. Any question at a meeting of the board shall be decided by a show of hands unless a ballot is required or demanded. 2 13 Conflicts of Interest (a) A director or an officer of the Corporation shall disclose to the Corporation, either in writing or by requesting to have it entered in the minutes of meetings of directors or of meetings of committees of directors, the nature and extent of any interest that he or she has in a material contract or material transaction, whether made or proposed, with the Corporation, if the director or officer: (i) is a party of the contract or transaction; (ii) is a director or an officer, or an individual acting in a similar capacity, of a party to the contract or transaction; or (iii) has a material interest in a party to the contract or transaction. (b) A director shall make such disclosure at the meeting at which a proposed contract or transaction is first considered, or if the director was not interested in the contract at that time, at the first meeting after he or she becomes so interested, even if the contract or transaction has already been made. If a person who is interested in a contract or transaction later becomes a director, the disclosure must be made at the first meeting after he or she becomes a director. (c) An officer who is not a director shall disclose his or her interest immediately after becoming aware that the contract, transaction, proposed contract or proposed transaction is to be or has been considered at a meeting, or, if the officer becomes interested after a contract or transaction has already been made, immediately after he or she becomes interested. An individual who is interested in a contract and later becomes an officer must disclose his or her interest immediately after becoming an officer. (d) If a material contract or material transaction, whether entered into or proposed, is one that, in the ordinary course of the Corporation's business, would not require approval by the board or shareholders, a director or officer shall disclose, in writing to the Corporation or request to have it entered in the minutes of meetings of the board or of meetings of committees of directors, the nature and extent of his or her interest immediately after he or she becomes aware of the contract or transaction. (e) A director or officer may satisfy their disclosure obligation by giving a general notice to the directors declaring that the director or officer is to be regarded as interested in a contract or transaction (entered into or proposed) made with a party because (a) he or she is a director or officer of the party or is acting in a similar capacity; (b) he or she has a material interest in the party; or (c) there has been a material change in the nature of the director's or officer's interest in the party. (f) The shareholders may examine the portions of any minutes of meetings of directors or committees of directors that contain conflict of interest disclosures, and any other documents that contain such disclosures, during the usual business hours of the Corporation. (g) A director required to make a disclosure under paragraph (a) shall not vote on any resolution to approve the contract or transaction unless the contract or transaction: (i) relates primarily to his or her remuneration as a director, officer, employee or agent of the Corporation or an affiliate; (ii) is for indemnity or insurance; or (iii) is with an affiliate. COMMITTEES OF DIRECTORS 14 Audit Committee (a) The directors shall elect annually from among their number a committee to be known as the audit committee to be composed of not fewer than three members, of whom a majority shall not be officers or employees of the Corporation or an affiliate of the Corporation, to hold office until the next annual meeting of shareholders. (b) The audit committee shall review the financial statements of the Corporation and shall report thereon to the board of directors of the Corporation before such financial statements are approved 3 by the board and shall have such other powers and duties as may from time to time be assigned to it by the board. 15 Other committees The board may appoint one or more committees of the board, however designated, and delegate to any such committee any of the powers of the board except those pertaining to items which, under the Act, a committee of the board has no authority to exercise. 16 Procedure The members of each committee shall elect a chairman from among their number and, subject to the provisions of the Act and to any regulations which the directors may from time to time impose, each committee shall have power to fix its quorum at not less than a majority of its members and may determine its own rules of procedure. Meetings of any committee may be held at any place in or outside Canada. The provisions of section 11(f) shall also apply to meetings of committees. OFFICERS 17 Appointment of Officers Subject to the provisions of the Act, the directors may designate the officers of the Corporation, appoint as officers persons of full capacity, specify duties of such officers and delegate to such officers powers to manage the business and affairs of the Corporation. A director may be appointed to any office of the Corporation and two or more offices of the Corporation may be held by the same person. 18 Remuneration and removal The directors may fix the remuneration to be paid to officers, agents, servants and employees of the Corporation. Any officer, agent, servant or employee of the Corporation may receive such remuneration as may be determined notwithstanding the fact that he is a director or shareholder of the Corporation. Any office shall be subject to removal by the directors at any time but such removal shall not affect any entitlement of such officer to remuneration under any contract of employment with the Corporation. 19 PROTECTION OF DIRECTORS, OFFICERS AND OTHERS (a) Subject to paragraphs (c) and (d), the Corporation shall indemnify a director or officer of the Corporation, a former director or officer of the Corporation or another individual who acts or acted at the Corporation's request as a director or officer or in a similar capacity, of another entity, against all costs, charges and expenses, including an amount paid to settle an action or satisfy a judgment, reasonably incurred by such individual in respect of any civil, criminal or administrative, investigative or other proceeding in which the individual is involved because of that association with the Corporation or other entity. (b) Subject to paragraph (d), the Corporation shall advance moneys to such individual for the costs, charges and expenses of a proceeding referred to in (a) provided such individual agrees in advance, in writing, to repay the moneys if the individual does not fulfill the condition of paragraph (c). (c) The Corporation may not indemnify an individual under paragraph (a) unless the individual: (i) acted honestly and in good faith with a view to the best interests of the Corporation or other entity for which the individual acted as a director or officer or in a similar capacity at the Corporation's request, as the case may be; and (ii) in the case of a criminal or administrative action or proceeding that is enforced by a monetary penalty, had reasonable grounds for believing that his or her conduct was lawful. (d) In respect of an action by or on behalf of the Corporation or other entity to procure a judgment in its favour to which the individual is made a party because of the individual's association with the Corporation or other entity as described in paragraph (a), if the individual fulfils the conditions set out 4 in paragraph (c), the Corporation shall seek and obtain the approval of a court prior to indemnifying against costs, charges and expenses reasonably incurred by the individual in connection with such action, or prior to advancing moneys to such individual under paragraph (b) 20 Insurance The Corporation may purchase and maintain insurance for the benefit of an individual referred to in section 19(a) against any liability incurred by the individual: (i) in the individual's capacity as a director or officer of the Corporation; or (ii) in the individual's capacity as a director or officer, or similar capacity, of another entity, if the individual acts or acted in that capacity at the Corporation's request. MEETINGS OF SHAREHOLDERS 21 Annual meeting The annual meeting of shareholders of the Corporation shall be held on such date in each year and at such time and at such place within or outside Canada as the directors may determine, for the purposes of receiving the financial statements and auditor's report thereon which are required to be placed before the shareholders at an annual meeting, electing directors, appointing the auditor and authorizing the directors to fix his remuneration, and for the transaction of such other business as may properly be brought before the meeting. 22 Special meetings The directors shall have the power at any time to call special meetings of shareholders of the Corporation to be held on such date and at such time and at such place within or outside Canada as may be determined by the directors. The phrase "special meeting of shareholders" shall include a meeting of any class or classes of shareholders, as well as a special meeting of the shareholders of all classes, and the phrase "meeting of shareholders" shall mean and include an annual meeting of shareholders or a special meeting of shareholders. 23 Participation in Meeting by Electronic Means (a) Any person entitled to attend a meeting of shareholders may participate in the meeting, in accordance with the Regulations, if any, by means of a telephonic, electronic or other communication facility that permits all participants to communicate adequately with each other during the meeting, if the Corporation makes such a communication facility available . A person participating in a meeting by such means is deemed for the purposes of the Act to be present at the meeting. (b) If the directors or the shareholders of the Corporation call a meeting of shareholders pursuant to the Act, those directors or shareholders, as the case may be, may determine that the meeting shall be held, in accordance with the Regulations, if any, entirely by means of a telephonic, electronic or other communication facility that permits all participants to communicate adequately with each other during the meeting. 24 Record date for notice (a) The directors may fix in advance a date as the record date for the determination of shareholders entitled to receive notice of a meeting of shareholders but such record date shall not precede by more than sixty days or by less than twenty-one days (or such other period as may be prescribed by the Regulations) the date on which the meeting is to be held. (b) If no record date is fixed, the record date for the determination of shareholders entitled to receive notice of a meeting of shareholders shall be at the close of business on the day immediately preceding the day on which the notice is given. (c) If a record date is fixed, notice thereof shall be given, not less than seven days before the date so fixed (or such other period prescribed by the Regulations), by newspaper advertisement in the manner provided by the Act and by written notice to each stock exchange in Canada on which the shares of the Corporation are listed for trading. 5 25 Notices of meetings Notice of the date, time and place of a meeting of shareholders shall be sent not less than twenty-one days nor more than sixty days (or such other period as may be prescribed by the Regulations) before the meeting to each director, to the auditor and to each holder of shares carrying voting rights at the close of business on the record date for notice. 26 List of shareholders entitled to notice For every meeting of shareholders, the Corporation shall prepare a list of shareholders entitled to receive notice of the meeting, arranged in alphabetical order and showing the number of shares held by each shareholder. The list shall be available for examination by any shareholder during usual business hours at the registered office of the Corporation or at the place where the central securities register is maintained and at the meeting for which the list was prepared. 27 Persons entitled to be present The only persons entitled to attend a meeting of shareholders shall be those entitled to vote thereat, the directors and the auditor of the Corporation. Any other person may be admitted only on the invitation of the chairman of the meeting or with the consent of the meeting. 28 Right to vote at meeting (a) A person named in the list of shareholders is entitled to vote the shares shown opposite his name at the meeting to which the list relates, except to the extent that the person has transferred any of his shares and the transferee of those shares produces properly endorsed share certificates, or otherwise establishes that he owns the shares, and demands, not later than ten days before the meeting, that his name be included in the list before the meeting, in which case the transferee is entitled to vote his shares at the meeting. (b) If any question arises at a meeting of shareholders as to the right of any person to vote at such meeting the chairman of the meeting shall have the power to determine the right of such person to vote at such meeting. 29 Quorum Two persons present in person and each entitled to vote thereat shall constitute a quorum for the transaction of business at any meeting of shareholders. 30 Proxies (a) Every shareholder entitled to vote at a meeting of shareholders may by means of a proxy appoint a person or one or more alternate persons, who need not be shareholders, to represent such shareholder at the meeting in the manner, to the extent and with the authority conferred to the proxy. The proxy shall be dated and shall be executed by the shareholder or his attorney authorized in writing, or if the shareholder is a body corporate, by an officer or attorney thereof duly authorized, and shall cease to be valid one year from the date thereof. (b) The proxy shall be in such form as may be prescribed from time to time by the directors or in such other form as the chairman of the meeting may accept and as complies with all applicable laws and regulations. (c) The directors may by resolution fix a time not exceeding forty-eight hours, excluding Saturdays and holidays, preceding any meeting or adjourned meeting of shareholders before which time proxies to be used at that meeting must be deposited with the Corporation or an agent thereof, and any period of time so fixed shall be specified in the notice calling the meeting. 31 Representative If a body corporate or association is a shareholder of the Corporation, the Corporation shall recognize any individual authorized by a resolution of the directors or governing body of the body corporate or association to represent it at meetings of shareholders of the Corporation. An individual so authorized may exercise on behalf of the body corporate or association he represents all the powers it could exercise if it were an individual shareholder 6 32 Joint shareholders If two or more persons hold shares jointly, one of those holders present at a meeting of shareholders may in the absence of the others vote the shares, but if two or more of those persons are present in person or by proxy, they shall vote as one on the shares jointly held by them. 33 Scrutineers At a meeting of shareholders one or more scrutineers, who need not be shareholders, may be appointed by the chairman to serve at the meeting. 34 Votes to govern At a meeting of shareholders every question shall be determined by the majority of the votes cast, unless otherwise provided by the Act or by the articles and the chairman of the meeting shall have a second or casting vote in case of an equality of votes. 35 Show of hands At a meeting of shareholders any question shall be determined by a show of hands, except where a ballot is demanded by a shareholder or proxy-holder or is required by the chairman either before or after any vote by show of hands. Unless a ballot is demanded, an entry in the minutes of a meeting of shareholders to the effect that the chairman declared a motion to be carried is admissible in evidence as prima facie proof of the fact without proof of the number or proportion of the votes recorded in favour of or against the motion. A demand for a ballot may be withdrawn at any time prior to the taking of the ballot. Any vote may be held, in accordance with the Regulations, if any, entirely by means of a telephonic, electronic or other communication facility if the Corporation makes available such a communication facility. Any person participating in a meeting of shareholders electronically and entitled to vote at the meeting may vote, in accordance with the Regulations, if any, by means of the telephonic, electronic or other communication facility that the Corporation has made available for that purpose. 36 Ballot Where a ballot is demanded or required, the vote on the question shall be conducted in such manner as the chairman of the meeting shall direct, and each shareholder who is present in person or represented by proxy shall be entitled to one vote for each share in respect of which he is entitled to vote at the meeting. 37 Chairman of the meeting In the absence of the Chairman of the Board, the President and a Vice President for fifteen minutes after the time appointed for holding the meeting, the persons entitled to vote at the meeting shall choose one of their number to be chairman of the meeting. 38 Adjournment of meeting The chairman of the meeting may, with the consent of the meeting and subject to such conditions as the meeting may decide, adjourn the same from time to time and no notice of such adjournment need be given unless the meeting is adjourned for thirty days or more, in which case notice of the adjourned meeting shall be given as in the case of a special meeting. Any business may be brought before or dealt with at any adjourned meeting which might have been brought before or dealt with at the original meeting. SHARES 39 Allotment and issue Shares in the capital of the Corporation shall be allotted and issued at times and on such terms and conditions and to such persons as the directors shall from time to time determine. 40 Payment of commissions The directors may authorize the Corporation to pay a reasonable commission to any person in consideration of his purchasing or agreeing to purchase shares in the capital of the Corporation from the Corporation or from any other person, or procuring or agreeing to procure purchasers for any such shares. 7 41 Share certificates (a) Every shareholder shall be entitled, upon payment of such fee, if any, as may be prescribed by the directors in accordance with the Act, to a security certificate stating the number and class of shares in the capital of the Corporation held by him as shown in the securities register of the Corporation. Subject to the provisions of the Act, security certificates shall be in such form or forms as the directors shall from time to time prescribe. Unless otherwise determined by the directors, such certificates shall bear facsimile signatures of the President and the Secretary and shall be manually signed by or on behalf of a transfer agent, branch transfer agent or registrar or issuing or other authenticating agent of the Corporation and need not be under the corporate seal. Security certificates signed as aforesaid shall be valid notwithstanding that one or both of the officers whose signatures appear thereon no longer hold office at the date of issue or delivery of the certificates. (b) The Corporation is not bound to issue more than one security certificate in respect of a share or shares held jointly by several persons, and delivery of a security certificate to one of several joint shareholders is sufficient delivery to all. 42 Replacement of certificates The directors may prescribe, either generally or in any particular case, the requirements to be complied with prior to the issue to a shareholder of a new security certificate to replace a certificate which such shareholder claims to have been lost, destroyed or wrongfully taken. 43 Transfer agent and registrar The directors may from time to time appoint or remove a transfer agent and registrar, including one or more branch transfer agent and registrars, for any class or classes of shares in the capital of the Corporation and may provide for the registration of the transfer of shares at one or more places. 44 Registration of transfer Subject to the Act, a transfer of shares of the Corporation shall be registered in the register of transfers or a branch register of transfers upon presentation of the certificate representing such shares with an endorsement which complies with the Act made thereon or delivered therewith duly executed by an appropriate person as provided by the Act, together with such reasonable assurance that the endorsement is genuine and effective as the board may from time to time prescribe, upon payment of all applicable taxes and any reasonable fees prescribed by the board and upon compliance with such restrictions on transfer as are authorized by the articles. 45 Record date (a) The directors may fix in advance a date as the record date for the determination of the shareholders entitled to receive payment of any dividend or any right to subscribe for shares in the capital of the Corporation or for any other purpose except the right to receive notice of or to vote at a meeting but the record date shall not precede by more than sixty days (or such other period prescribed by the Regulations) the particular action to be taken. (b) If any such record date is fixed, notice thereof shall be given, not less than seven days before the date so fixed (or such other period prescribed by the Regulations), by newspaper advertisement in the manner provided by the Act and by written notice to each stock exchange in Canada on which the shares of the Corporation are listed for trading. (c) If no record date is fixed in advance the record date for the determination of the shareholders entitled to receive payment of any dividend shall be at the close of business on the day on which the resolution relating to such dividend is passed by the board. 46 DIVIDENDS (a) The directors may from time to time declare dividends on the issued shares in the capital of the Corporation according to the respective rights and interests of the holders of such shares. (b) The directors may determine that where a dividend is declared payable on any class of issued shares in the capital of the Corporation, such dividend may at the option of the holder of such shares be received by the holder in the form of a stock dividend or be received in cash and forthwith 8 reinvested by the holder in additional shares. Any such determination may be made generally in the case of all dividends declared payable on any class of such shares or in respect of any particular dividend and in either case the directors shall make provision for the manner in which the shares so received or acquired shall be valued for the purpose of determining the consideration for which such shares shall be allotted and issued. If the directors so determine, the right to receive any dividend as a stock dividend or to reinvest the proceeds of any dividend in additional shares shall be limited to shareholders resident in any jurisdiction or jurisdictions designated by the directors. (c) The directors may establish a plan to provide for the terms and conditions relating to stock dividends and dividend reinvestments and may delegate the authority to administer and amend any such plan to such officers of the Corporation or others as the directors may deem appropriate. (d) Unless a dividend reinvestment election can be and has been made, a dividend payable in cash shall be paid by cheque, payable to the order of each holder of record of shares of the class in respect of which the dividend has been declared, in the amount of the dividend (less any tax required to be deducted) and mailed by ordinary mail, postage prepaid, to such holder at his last address appearing in the records of the Corporation. (e) In the case of a share held by two or more persons the cheque shall, unless such holders have previously given written instructions to the contrary, be made payable to the order of all such holders and, if more than one address appears in the records of the Corporation in respect of such share, the cheque shall be mailed to the first address so appearing. (f) The mailing of such cheque as aforesaid shall satisfy and discharge all liability of the Corporation for payment of such dividend to the extent of the sum represented thereby (and any tax deducted as aforesaid) unless such cheque be not paid on presentation, provided that in the event of the non-receipt of such cheque by the person to whom it was mailed or of the loss thereof, the Corporation, on proof of such non-receipt or loss and upon receiving satisfactory indemnity, shall issue to such person a replacement cheque for a like amount. (g) Any dividend unclaimed after a period of six years from the date on which the same has been declared to be payable shall be forfeited and shall revert to the Corporation. NOTICES 47 Method of giving Any notice or other document to be given or sent by the Corporation to a shareholder, director or officer or to the auditor of the Corporation may be delivered personally to the person to whom it is to be given, or delivered to his last address appearing in the records of the Corporation, or mailed by prepaid mail addressed to such person at such address or, subject to the provisions of the Act regarding electronic documents, sent to such person at such address by any means of prepaid transmitted, electronic or recorded communication, except where the Act requires a notice to be sent by registered mail. A notice or document so delivered shall be deemed to have been given when it is delivered personally or at the address aforesaid; and a notice or document so mailed shall be deemed to have been given when deposited in a post office or public letter box. Subject to the Regulations, a notice so delivered by prepaid transmitted, electronic or recorded communication is deemed to have been provided when it leaves an information system within the control of the originator or another person who sent it on behalf of the originator and is deemed to be received when it enters the information system designated by the addressee or, if the notice is posted on or made available through a generally accessible electronic source, when it is accessed by the addressee. The Secretary may change the address in the records of the Corporation of any shareholder in accordance with any information believed by him to be reliable. 48 Computation of time In computing the date when notice must be given pursuant to any requirement for a specified number of days' notice of any meeting or other event, both the date on which the notice is given and the date of the meeting or other event shall be excluded. 9 49 Omissions and errors The accidental omission to give any notice to any shareholder, director, officer, auditor or member of a committee of the board or the non-receipt of any notice by any such person or any error in any notice not affecting the substance thereof shall not invalidate any action taken at any meeting held pursuant to such notice or otherwise founded thereon. 50 Notice to joint shareholders Any notice with respect to a share registered in more than one name may, if more than one address appears in the records of the Corporation in respect thereof, be delivered, mailed or sent to the holders of such share at the first address so appearing, and a notice so given shall be sufficient notice to all such holders. 51 Persons becoming entitled by death or operation of law Every person who by operation of law, transfer, death of a shareholder or by any other means whatsoever shall become entitled to any share or shares, shall be bound by every notice in respect of such share or shares which, prior to his name and address having been entered in the records of the Corporation shall have been duly given to the person from whom he derives his title to such share or shares. 52 Proof of service A certificate of the Secretary or other officer of the Corporation or of any agent of the Corporation as to the mailing or delivery or sending of any notice shall be conclusive evidence thereof. 53 Waiver of notice Where a notice or document is required by the by-laws of the Corporation or by the Act or otherwise to be given or sent, the notice may be waived or the time for the sending of the notice or document may be waived or abridged at any time with the consent in writing of the person entitled thereto or a person appointed by proxy completed by a shareholder. Such waiver, whether given before or after the meeting or other event of which notice is required to be given, shall cure any error or omission in the giving of such notice. Any such person may waive any irregularity in a meeting of directors or shareholders. Attendance of a director at a meeting of directors or of a shareholder or any other person entitled to attend a meeting of shareholders is a waiver of notice of the meeting except where such director, shareholder or other person, as the case may be, attends a meeting for the express purpose of objecting to the transaction of any business on the grounds that the meeting is not lawfully called. 54 Signature to notice The signature to any notice to be given by the Corporation may be printed or otherwise mechanically reproduced thereon or partly printed or otherwise mechanically reproduced thereon. 55 Undelivered notices Where the Corporation sends a notice or document to a shareholder and the notice or document is returned on two consecutive occasions because the shareholder cannot be found, the Corporation is not required to send any further notices or documents to the shareholder until he informs the Corporation in writing of his new address. 56 BANK ACCOUNTS, CHEQUES, DRAFTS AND NOTES (a) The bank accounts of the Corporation shall be kept with such banks, trust companies or other firms or corporations carrying on a banking business as the directors may from time to time determine. (b) Cheques on such bank accounts, promissory notes, bills of exchange, drafts, orders for the payment of money and other like instruments made or accepted by the Corporation may be made, signed, drawn, accepted or endorsed, as the case may be, by such person or persons as the directors may from time to time authorize for such purpose. 10 (c) Cheques, promissory notes, bills of exchange, drafts, orders for the payment of money and other like instruments may be endorsed for deposit to the credit of the Corporation by such person or persons as the directors may from time to time authorize for such purpose. 57 EXECUTION OF INSTRUMENTS (a) Instruments in writing requiring the signature of the Corporation may be signed by any two of the Chairman of the Board, the Vice Chairman, the President, a Vice President, the Treasurer and the Secretary, or by any one of them and an Assistant Treasurer or Assistant Secretary and any instruments in writing so signed shall be binding upon the Corporation without any further authorization or formality. The directors may from time to time appoint any other person or persons on behalf of the Corporation either to sign instruments in writing generally or to sign specific instruments in writing. The Secretary or any other officer or any director may sign certificates and similar instruments (other than share certificates) on the Corporation's behalf with respect to any factual matters relating to the Corporation's business and affairs, including certificates verifying copies of the articles, by-laws, resolutions and minutes of meetings of the Corporation. (b) The term "instruments in writing" shall mean contracts, deeds, mortgages, transfers and assignments of any property or assets of the Corporation, including transfers or assignments of shares or other securities owned by the Corporation and any proxies in respect of such shares or other securities, and all other documents not referred to in section 56. 58 Execution in Counterpart, by Facsimile, and by Electronic Signature (a) Subject to restrictions or requirements in the Act, any notice, resolution, requisition, statement or other document required or permitted to be executed by one or more persons may be signed by means of electronic signature (as defined in the Act) or the Corporation may accept a facsimile signature; (b) Execution of several copies of any notice, resolution, requisition, statement or other document, each of which is executed whether manually or electronically, by one or more of such persons, when duly executed by all persons required or permitted, shall constitute one and the same such document for purposes of the Act. (c) Subject to restrictions or requirements in the Act, wherever a notice, resolution, requisition, statement or other document or other information is required to be created in writing, that requirement is satisfied by the creation of an electronic document with electronic signatures. FISCAL YEAR 59 Unless otherwise determined by the directors, the fiscal year of the Corporation shall terminate on the 31st day of December in each year. INTERPRETATION 60 In this by-law, wherever the context requires or permits, the singular shall include the plural and the plural the singular; the word "person" shall include firms and corporations, and the masculine gender shall include the feminine and neuter genders. Wherever reference is made to any determination or other action by the directors such shall mean determination or other action by or pursuant to a resolution passed at a meeting of the directors, or of the executive committee if empowered with respect thereto, or by or pursuant to a resolution consented to by all the directors as evidenced by their signatures thereto. Wherever reference is made to the "Act", it shall mean the Canada Business Corporations Act and every other act or statute incorporated therewith or amending the same, or any act or statute substituted therefor. Unless the context otherwise requires, all words used in this by-law shall have the meanings given to such words in the Act. 61 EFFECTIVE DATE AND REPEAL (a) This by-law shall come into force as specified in the resolution of the board approving its adoption. (b) Upon this by-law coming into force, By-law No. 1 of the Corporation is repealed. However, such repeal shall not affect the previous operation of such by-law or affect the validity of any 11 act done or right, privilege, obligation or liability acquired or incurred under the validity of any contract or agreement made pursuant to such by-law prior to its repeal. All officers and persons acting under such repealed by-law shall continue to act as if appointed under the provisions of this by-law and all resolutions of the shareholders or board with continuing effect passed under such repealed by-law shall continue good and valid, until amended or repealed, except to the extent inconsistent with this by-law. EX-5.1 5 file004.txt OPINION OF OSLER, HOSKIN & HARCOURT LLP June 19, 2002 Moore Corporation Limited c/o Moore Executive Offices One Canterbury Green Stamford, Connecticut U.S.A. 06901 Ladies and Gentlemen: MOORE CORPORATION LIMITED REGISTRATION STATEMENT ON FORM S-3 We have acted as Canadian counsel to Moore Corporation Limited (the "Company") in connection with the filing with the Securities and Exchange Commission of the Company's Registration Statement on Form S-3 (the "Registration Statement") under the Securities Act of 1933, as amended (the "Securities Act"), relating to the registration of 15,663,003 common shares of the Company (the "Shares") to be sold by certain shareholders of the Company. For the purposes of expressing the opinion set forth herein, we have examined originals or copies, certified or otherwise identified to our satisfaction, of the articles of incorporation and the by-laws of the Company, each as amended from time to time, and resolutions of the directors of the Company with respect to the matters referred to herein. We have also examined such certificates of public officials, officers of the Company, corporate records and other documents as we have deemed relevant or necessary as a basis for the opinion expressed below. In our examination of such documents, we have assumed the authenticity of all documents submitted to us as certified copies or facsimiles thereof. We are barristers and solicitors qualified to practice law in the Province of Ontario and our opinion expressed below is limited to the laws of such Province and the laws of Canada applicable therein and should not be relied upon, nor is it given, in respect of the laws of any other jurisdiction. Based upon and subject to the foregoing, we are of the opinion that the Shares are validly issued, fully paid and non-assessable shares of the Company. We hereby consent to the use of this opinion as an exhibit to the Registration Statement and to the use of our name under the caption "Validity of Common Shares" in the Prospectus forming a part of the Registration Statement. In giving such consent, we do not thereby concede that we are in the category of persons whose consent is required under Section 7 of the Securities Act or Page 2 the rules and regulations promulgated thereunder, or that we are "experts" within the meaning of the Securities Act or the rules and regulations promulgated thereunder. Yours very truly, /s/ Osler, Hoskin & Harcourt LLP RWP EX-23.1 6 file005.txt CONSENT OF PRICEWATERHOUSECOOPERS LLP Exhibit 23.1 CONSENT OF INDEPENDENT ACCOUNTANTS We hereby consent to the incorporation by reference in this Amendment No. 3 to Registration Statement on Form S-3 of our reports dated February 22, 2001 relating to the financial statements and financial statement schedule which appear in Moore Corporation Limited's Annual Report on Form 10-K for the year ended December 31, 2001, as amended. We also consent to the reference to us under the heading "Experts" in such Registration Statement. PricewaterhouseCoopers LLP Chartered Accountants Toronto, Canada June 18, 2002 EX-23.2 7 file006.txt CONSENT OF DELOITTE & TOUCHE Exhibit 23.2 INDEPENDENT AUDITORS CONSENT We consent to the incorporation by reference in this Amendment No. 3 to Registration Statement No. 333-82728 of Moore Corporation Limited on Form S-3 of our reports dated February 13, 2002, except as to Note 25(a), which is as of June 18, 2002, appearing in the Annual Report on Form 10-K of Moore Corporation Limited for the year ended December 31, 2001, as amended and to the reference to us under the heading "Experts" in the Prospectus, which is part of such Registration Statement. Deloitte & Touche LLP Chartered Accountants Toronto, Canada June 18, 2002 -----END PRIVACY-ENHANCED MESSAGE-----