-----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, RDd47q7EP/NLsIM21Scb8xOuiRt4VD4LQFyaVeC5ibSEThmFw4GuGA6k/xgdxSI7 PPO91rRsNUnVSx02H4xMxw== 0000950136-07-002447.txt : 20070413 0000950136-07-002447.hdr.sgml : 20070413 20070412175014 ACCESSION NUMBER: 0000950136-07-002447 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 3 CONFORMED PERIOD OF REPORT: 20070412 ITEM INFORMATION: Other Events ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20070413 DATE AS OF CHANGE: 20070412 FILER: COMPANY DATA: COMPANY CONFORMED NAME: CLARKE AMERICAN CORP. CENTRAL INDEX KEY: 0001354752 STANDARD INDUSTRIAL CLASSIFICATION: BLANKBOOKS, LOOSELEAF BINDERS & BOOKBINDING & RELATED WORK [2780] IRS NUMBER: 841696500 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 333-133253 FILM NUMBER: 07764320 BUSINESS ADDRESS: STREET 1: 10931 LAUREATE DRIVE CITY: SAN ANTONIO STATE: TX ZIP: 78249 BUSINESS PHONE: (210) 697-8888 MAIL ADDRESS: STREET 1: 10931 LAUREATE DRIVE CITY: SAN ANTONIO STATE: TX ZIP: 78249 8-K 1 file1.htm



 

 





UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549


FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934


Date of Report (Date of Earliest Event Reported): April 12, 2007


CLARKE AMERICAN CORP.

(Exact Name of Registrant as Specified in its Charter)


 

 

 

Delaware

333-133253

84-1696500

(State or Other Jurisdiction of Incorporation)

(Commission File Number)

(IRS Employer Identification No.)


10931 Laureate Drive, San Antonio, Texas 78249

(Address of Principal Executive Offices) (Zip Code)

210-697-8888

(Registrant’s Telephone Number, Including Area Code)

Not Applicable

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


Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2 below):


 

 

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

 

 

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

 

 

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

 

 

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

 


 

 


























ITEM 8.01

   OTHER EVENTS


On April 12, 2007, Clarke American Corp. issued the press release attached hereto as Exhibit 99.1, which is hereby incorporated by reference in this Item 8.01.


ITEM 9.01

   FINANCIAL STATEMENTS AND EXHIBITS


 

 

         (d)

Exhibits.

 

 

 

 

Exhibit 99.1

Press release, dated April 12, 2007.

  

  








SIGNATURES


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







  

 

 

 

 

 

 

 

   

  

   

  

  

  

   

  

   

   

CLARKE AMERICAN CORP.

  

  

  

By:

/s/ Peter A. Fera, Jr.

  

 

 

Name:

Peter A. Fera, Jr.

  

  

  

Title:

Senior Vice President and
Chief Financial Officer

  

Date: April 12, 2007

   

   

  

  

  

  

  

  

  

  

  

  

  


  








EXHIBIT INDEX



99.1

Exhibit Index






EX-99.1 2 file2.htm PRESS RELEASE

Clarke American Corp. Announces Private Offering of Senior Notes

SAN ANTONIO, TX – April 12, 2007- Clarke American Corp. (“Clarke American”) today announced that it intends to commence a private placement offering to eligible purchasers of an aggregate of $615.0 million of senior floating rate notes due 2015 and senior fixed rate notes due 2015.  The offering of the notes is part of the financing for, and is conditioned upon the completion of, the proposed acquisition of John H. Harland Company by M & F Worldwide Corp., Clarke American’s parent company.  The resale of the notes in connection with the private placement offering, which is subject to market and other conditions, will be made within the United States only to qualified institutional buyers and outside the United States only to non-U.S. investors under Regulation S of the Securities Act of 1933, as amended.

The notes being offered have not been registered under the Securities Act of 1933 or applicable state securities laws, and may not be offered or sold in the United States absent registration or an applicable exemption from the registration requirements of the Securities Act of 1933, as amended, and applicable state laws. This announcement shall not constitute an offer to sell or a solicitation of an offer to buy the notes.

About Clarke American

Clarke American is a leading provider of checks and related products, direct marketing and contact center services to financial and commercial institutions as well as individual consumers and small businesses. Clarke American serves financial institutions through the Clarke American and Alcott Routon brands and serves consumers and businesses directly through the Checks In The Mail and B2Direct brands. Clarke American is a wholly owned subsidiary of M & F Worldwide Corp., a holding company that, in addition to Clarke American, wholly owns Mafco Worldwide Corporation, which is the world’s largest producer of licorice extracts and related products.

Safe Harbor Statement


This press release contains forward looking statements that reflect management’s current assumptions and estimates of future performance and economic conditions, which are forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. These statements are subject to a number of risks and uncertainties, many of which are beyond Clarke American’s control. All statements other than statements of historical facts included in this press release, including those regarding Clarke American’s strategy, future operations, financial position, estimated revenues, projected costs, projections, prospects, plans and objectives of management, are forward-looking statements. When used in this press release, the words “intends,” “proposed” or similar expressions are intended to identify forward-looking statements, although not all forward-looking statements contain such identifying words. All forward-looking statements speak only as of the date of this press release. Although Clarke American believes that its plans, intentions and expectations reflected in or suggested by the forward-looking statements made in this press release are reasonable, such plans, intentions or expectations may not be achieved. The factors which may cause Clarke





American’s actual results, performance or achievements to be materially different from any future results, performance or achievements expressed or implied by the forward-looking statements contained in this press release include: 1) Clarke American’s substantial indebtedness; 2) covenant restrictions under Clarke American’s indebtedness that may limit its ability to operate its business and react to market changes; 3) the maturity of the principal industry in which Clarke American operates and trends in the paper check industry, including a faster than anticipated decline in check usage due to increasing use of alternative payment methods and other factors; 4) consolidation among financial institutions; 5) higher than anticipated stand-alone costs of Clarke American; 6) adverse changes among the large financial institution clients on which Clarke American depends, resulting in decreased revenues; 7) intense competition in all areas of Clarke American’s business; 8) interruptions or adverse changes in Clarke American’s supplier relationships, technological capacity, intellectual property matters and applicable laws; and 9) the inability to consummate the merger and/or integration (including realization of anticipated synergies) of Harland, and the related financing, at all or in the manner anticipated by Clarke American and M & F Worldwide Corp.  Clarke American assumes no responsibility to update the forward-looking statements contained in this press release.


You should read carefully the factors described in Item 1A of the Company’s Annual Report on Form 10-K filed with the SEC on March 9, 2007 for a description of other risks that could, among other things, cause actual results to differ from these forward looking statements.

---------------------

For information about this press release contact:
Media:
LaRhesa Pollock
210-690-6498
lpollock@clarkeamerican.com

Investor Relations:
Ben Cosby
210-694-1189
bcosby@clarkeamerican.com

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