-----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, Ft64deud1xtANUp4dyET5CfmqXrxq49kcT4Kcg6BR7XXNO1Ofhli3SsHr2C+sF6g fzKhJbmwWe7RHglBQcv/JA== 0001005150-98-000395.txt : 19980424 0001005150-98-000395.hdr.sgml : 19980424 ACCESSION NUMBER: 0001005150-98-000395 CONFORMED SUBMISSION TYPE: S-1MEF PUBLIC DOCUMENT COUNT: 7 333-46541 FILED AS OF DATE: 19980422 EFFECTIVENESS DATE: 19980422 SROS: NONE FILER: COMPANY DATA: COMPANY CONFORMED NAME: CUNNINGHAM GRAPHICS INTERNATIONAL INC CENTRAL INDEX KEY: 0001053949 STANDARD INDUSTRIAL CLASSIFICATION: COMMERCIAL PRINTING [2750] IRS NUMBER: 233561164 STATE OF INCORPORATION: NJ FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-1MEF SEC ACT: SEC FILE NUMBER: 333-50713 FILM NUMBER: 98598760 BUSINESS ADDRESS: STREET 1: 629 GROVE STREET CITY: JERSEY CITY STATE: NJ ZIP: 07310 BUSINESS PHONE: 2012171990 MAIL ADDRESS: STREET 1: 629 GROVE STREET CITY: JERSEY CITY STATE: NJ ZIP: 07310 S-1MEF 1 FORM S-1MEF AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON APRIL 22, 1998 REGISTRATION STATEMENT 333- ================================================================================ SECURITIES AND EXCHANGE COMMISSION WASHINGTON D.C. 20549 ---------------- FORM S-1 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 ---------------- CUNNINGHAM GRAPHICS INTERNATIONAL, INC. (EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER) NEW JERSEY 2750 22-3561164 (State or Other Jurisdiction (Primary Standard Industrial (I.R.S. Employer of Incorporation or Organization) Classification Code Number) Identification Number)
629 GROVE STREET JERSEY CITY, NEW JERSEY 07310 (201) 217-1990 (Address, Including Zip Code, and Telephone Number, Including Area Code, of Registrant's Principal Executive Offices) MR. MICHAEL R. CUNNINGHAM CHAIRMAN, PRESIDENT AND CHIEF EXECUTIVE OFFICER 629 GROVE STREET JERSEY CITY, NEW JERSEY 07310 (201) 217-1990 (Name, Address Including Zip Code, and Telephone Number, Including Area Code, of Agent For Service) ---------------- Copies of Communications to: JEFFREY A. BAUMEL, ESQ. JEFFREY S. LOWENTHAL, ESQ. LAWRENCE A. GOLDMAN, ESQ. STROOCK & STROOCK & LAVAN LLP GIBBONS, DEL DEO, DOLAN, 180 MAIDEN LANE GRIFFINGER & VECCHIONE, P.C. NEW YORK, NEW YORK 10038 ONE RIVERFRONT PLAZA (212) 806-5400 NEWARK, NEW JERSEY 07102 (973) 596-4500
---------------- APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO THE PUBLIC: As soon as practicable after the effective date of this Registration Statement. 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, check the following box. [ ] If this form is filed to register additional securities for an offering pursuant to Rule 462(b) 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. [X] 333-46541 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 this form is a post-effective amendment filed pursuant to Rule 462(d) 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, check the following box. [ ]
CALCULATION OF REGISTRATION FEE - ------------------------------------------------------------------------------------------------------------ PROPOSED PROPOSED TITLE OF EACH CLASS MAXIMUM MAXIMUM AMOUNT OF SECURITIES AMOUNT TO BE OFFERING PRICE AGGREGATE OF TO BE REGISTERED REGISTERED PER SECURITY(1) OFFERING PRICE(1) REGISTRATION FEE - ------------------------------------------------------------------------------------------------------------ Common Stock, no par value..... 115,000 $13.00 $1,495,000 $441.00 ============================================================================================================
(1) Estimated solely for purposes of calculating the registration fee. =============================================================================== INCORPORATION OF CERTAIN INFORMATION BY REFERENCE The information in the Registration Statement filed on Form S-1, as amended to the date hereof, by Cunningham Graphics International, Inc. (the "Company") with the Securities and Exchange Commission (the "Commission") (File No. 333-46541) pursuant to the Securities Act of 1933, as amended, is incorporated by reference into this Registration Statement. SIGNATURES AND POWER OF ATTORNEY Pursuant to the requirements of the Securities Act, the Registrant has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Jersey City, State of New Jersey, on April 22, 1998. CUNNINGHAM GRAPHICS INTERNATIONAL, INC. By: /s/ Michael R. Cunningham ------------------------------------------ Michael R. Cunningham President and Chief Executive Officer Pursuant to the requirements of the Securities Act, this Registration Statement has been signed by the following persons in the capacities and on the dates indicated. Each person whose signature appears below hereby constitutes and appoints Michael R. Cunningham and Gordon Mays, or either of them, as such person's true and lawful attorney-in-fact and agent with full power of substitution for such person and in such person's name, place and stead, in any and all capacities, to sign and to file with the Commission, any and all amendments and post-effective amendments to this Registration Statement, with exhibits thereto and other documents in connection therewith, granting unto said attorney-in-fact and agent full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises, as fully to all intents and purposes as such person might or could do in person, hereby ratifying and confirming all that said attorney-in-fact and agent, or any substitute therefor, may lawfully do or cause to be done by virtue thereof.
NAME TITLE DATE - -------------------------------- ------------------------------ ----------------- /s/ Michael R. Cunningham Chairman of the Board, April 22, 1998 ----------------------------- President, Chief Executive Michael R. Cunningham Officer and Director (Principal Executive Officer) /s/ Robert M. Okin Senior Vice President April 22, 1998 ----------------------------- and Chief Financial Robert M. Okin Officer (Principal Financial and Accounting Officer) /s/ James J. Cunningham Director April 22, 1998 ----------------------------- James J. Cunningham /s/ Gordon Mays Director April 22, 1998 ----------------------------- Gordon Mays
EXHIBIT NO. DESCRIPTION ----------- ----------- 5.1 Opinion of Gibbons, Del Deo, Dolan, Griffinger & Vecchione 23.1 Consent of Gibbons, Del Deo, Dolan, Griffinger & Vecchione (included in Exhibit 5.1) 23.2 Consent of Ernst & Young LLP 23.3 Consent of Ernst & Young Chartered Accountants 24.1 Power of Attorney (Included on Signature Page) 99.1 Consent of Arnold Spinner 99.3 Consent of Laurence Gerber 99.4 Consent of Stanley J. Moss
EX-5.1 2 EXHIBIT 5.1 EXHIBIT 5.1 [GIBBONS, DEL DEO, DOLAN, GRIFFINGER & VECCHIONE LETTERHEAD] April 22, 1998 Cunningham Graphics International, Inc. 629 Grove Street Jersey City, New Jersey 07310 Ladies and Gentlemen: You have requested our opinion with respect to the public offering and sale by you, Cunningham Graphics International, Inc., a New Jersey corporation (the "Company"), pursuant to a Registration Statement on Form S-1 (No. 333-46541)(the "Registration Statement") under the Securities Act of 1933, as amended (the "Act"), of a maximum of 115,000 shares of Common Stock (the "Common Stock"). We have examined originals, or copies certified or otherwise identified to our satisfaction, of such documents and corporate and public records as we deem necessary as a basis for the opinion hereinafter expressed. With respect to such examination, we have assumed the genuineness of all signatures appearing on all documents presented to us as originals, and the conformity to the originals of all documents presented to us as conformed or reproduced copies. Where factual matters relevant to such opinion were not independently established, we have relied upon certificates of appropriate state and local officials, and upon certificates of executive officers and responsible employees and agents of the Company. Based upon the foregoing, it is our opinion that the Common Stock has been duly and validly authorized and when sold, paid for and issued as contemplated by the Registration Statement will be duly and validly issued and fully paid and nonassessable. Cunningham Graphics International, Inc. April 22, 1998 Page 2 We hereby consent to the use of this opinion as Exhibit 5.1 to the Registration Statement on Form S-1 incorporated herein by reference, and to the use of our name as your counsel in connection with the Registration Statement and in the Prospectus forming a part thereof. In giving this consent, we do not thereby concede that we come within the categories of persons whose consent is required by the Act or the General Rules and Regulations promulgated thereunder. Very truly yours, /s/ Gibbons, Del Deo, Dolan, Griffinger & Vecchione,P.C. -------------------------------------------------------- Gibbons, Del Deo, Dolan, Griffinger & Vecchione A Professional Corporation EX-23.2 3 EXHIBIT 23.2 EXHIBIT 23.2 CONSENT OF INDEPENDENT AUDITORS We consent to the incorporation by reference in this Registration Statement on Form S-1 of Cunningham Graphics International, Inc. of our reports dated January 16, 1998 appearing in the Prospectus, which is a part of Registration Statement No. 333-46541 of Cunningham Graphics International, Inc. and to the reference to our firm under the caption "Experts" appearing therein. /s/ Ernst & Young LLP Princeton, New Jersey April 22, 1998 EX-23.3 4 EXHIBIT 23.3 EXHIBIT 23.3 CONSENT OF INDEPENDENT AUDITORS We consent to the incorporation by reference in this Registration Statement on Form S-1 of Cunningham Graphics International, Inc. of our report dated 11 February 1998 appearing in the Prospectus, which is a part of Registration Statement No. 333-46541 of Cunningham Graphics International, Inc. and to the reference to our firm under the caption "Experts" appearing therein. /s/ ERNST & YOUNG Chartered Accountants London, England 22 April 1998 EX-99.1 5 EXHIBIT 99.1 To: Cunningham Graphics International, Inc. 629 Grove Street Jersey City, New Jersey 07310 The undersigned hereby consents to the incorporation by reference herein of the Registration Statement on Form S-1 filed by Cunningham Graphics International, Inc. ("CGII") with the Securities and Exchange Commission (No. 333-46541) and to being identified as a person designated to be a director of CGII following the effective date of the Registration Statement. /s/ Arnold Spinner ------------------ Arnold Spinner EX-99.3 6 EXHIBIT 99.3 To: Cunningham Graphics International, Inc. 629 Grove Street Jersey City, New Jersey 07310 The undersigned hereby consents to the incorporation by reference herein of the Registration Statement on Form S-1 filed by Cunningham Graphics International, Inc. ("CGII") with the Securities and Exchange Commission (No. 333-46541) and to being identified as a person designated to be a director of CGII following the effective date of the Registration Statement. /s/ Laurence Gerber ------------------ Laurence Gerber EX-99.4 7 EXHIBIT 99.4 To: Cunningham Graphics International, Inc. 629 Grove Street Jersey City, New Jersey 07310 The undersigned hereby consents to the incorporation by reference herein of the Registration Statement on Form S-1 filed by Cunningham Graphics International, Inc. ("CGII") with the Securities and Exchange Commission (No. 333-46581) and to being identified as a person designated to be a director of CGII following the effective date of the Registration Statement. /s/ Stanley J. Moss ------------------------ Stanley J. Moss 1 -----END PRIVACY-ENHANCED MESSAGE-----