-----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, HitzjvAMql9booEOmVJWn1kVuAtjznYU+atLTr4PBrVkx+D58e0KXeSFzK7Q+PqC TJvCApPU4TcutnD/YtLM6A== 0000950134-07-021040.txt : 20071009 0000950134-07-021040.hdr.sgml : 20071008 20071009153333 ACCESSION NUMBER: 0000950134-07-021040 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 3 CONFORMED PERIOD OF REPORT: 20071008 ITEM INFORMATION: Entry into a Material Definitive Agreement ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20071009 DATE AS OF CHANGE: 20071009 FILER: COMPANY DATA: COMPANY CONFORMED NAME: ENNIS, INC. CENTRAL INDEX KEY: 0000033002 STANDARD INDUSTRIAL CLASSIFICATION: MANIFOLD BUSINESS FORMS [2761] IRS NUMBER: 750256410 STATE OF INCORPORATION: TX FISCAL YEAR END: 0228 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-05807 FILM NUMBER: 071162531 BUSINESS ADDRESS: STREET 1: 2441 PRESIDENTIAL PARKWAY CITY: MIDLOTHIAN STATE: TX ZIP: 76065 BUSINESS PHONE: 9727759801 MAIL ADDRESS: STREET 1: 2441 PRESIDENTIAL PARKWAY CITY: MIDLOTHIAN STATE: TX ZIP: 76065 FORMER COMPANY: FORMER CONFORMED NAME: ENNIS BUSINESS FORMS INC DATE OF NAME CHANGE: 19920703 FORMER COMPANY: FORMER CONFORMED NAME: ENNIS TAG & SALESBOOK CO DATE OF NAME CHANGE: 19700805 8-K 1 d50426e8vk.htm FORM 8-K e8vk
 

 
 
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): October 9, 2007 (October 8, 2007)
Ennis, Inc.
(Exact Name of Registrant as Specified in Its Charter)
         
Texas   001-05807   75-0256410
         
(State or Other
Jurisdiction of
Incorporation)
  (Commission
File Number)
  (IRS Employer
Identification No.)
     
2441 Presidential Pkwy
Midlothian, Texas
  76065
     
(Address of Principal
Executive Offices)
  (Zip Code)
Registrant’s Telephone Number, Including Area Code: (972) 775-9801
N/A
(Former Name or Former Address, if Changed Since Last Report)
     Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
o   Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
 
o   Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
 
o   Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
 
o   Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
 
 

 


 

ITEM 1.01 ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT
     On October 8, 2007 — Ennis, Inc. issued a press release announcing that it entered into a definitive agreement on October 5, 2007 to acquire certain assets of B&D Litho, Inc. in Arizona and Skyline Business Forms in Colorado, producers of business forms headquartered in Phoenix, Arizona. The transaction closed on October 5, 2007.
* The information furnished under Item 1.01 of this Current Report on Form 8-K, shall not be deemed to be “filed” for the purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, except as shall be expressly set forth by specific reference in such filing.
ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS
(c) Exhibits.
     
Exhibit No.   Description
99.1
  Ennis, Inc. press release dated October 8, 2007 announcing that it had acquired certain assets of B&D Litho, Inc. in Arizona and Skyline Business Forms in Colorado (furnished pursuant to Item 1.01 of Form 8-K).
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
         
  Ennis, Inc.
 
 
Date: October 9, 2007  By:   /s/ Richard L. Travis, Jr.    
    Richard L. Travis, Jr.    
    Chief Financial Officer   
 

 

EX-99.1 2 d50426exv99w1.htm PRESS RELEASE exv99w1
 

Exhibit 99.1
(ENNIS LOGO)
FOR IMMEDIATE RELEASE
Ennis Acquires Certain Assets of B&D Litho, Inc. in Arizona
and Skyline Business Forms in Colorado
Ennis expands its business forms production into Arizona
     Midlothian, Texas — October 8, 2007 — Ennis, Inc. (NYSE: EBF), a manufacturer of printed business products & apparel headquartered in Midlothian, Texas, has acquired certain assets of B&D Litho, Inc., headquartered in Phoenix, Arizona, and certain assets and related real estate of Skyline Business Forms, operating in Denver, Colorado through its wholly owned subsidiaries. The acquisition of B&D Litho, Inc. did not include the acquisition of B&D Litho California, Inc., which has commercial printing operations located in Ontario, California. No significant liabilities were assumed in the transactions and the transaction closed on October 5, 2007.
     The combined sales of the purchased operations were $25 million during the most recent twelve month period. The Phoenix operation will utilize the trade name of B&D Litho of Arizona focusing on business forms. The Denver operations will continue to utilize the Skyline Business Forms trade name. Skyline is one of the largest manufacturers of business forms in the Rocky Mountain marketplace. B&D Litho of Arizona will lease its facilities in the Phoenix, Arizona area and an Ennis subsidiary has acquired the facilities in the Denver, Colorado area. The acquisition is expected to be accretive to Ennis’ earnings in the first full year of operations and will add additional medium and long run multi-part forms, laser cut sheets, jumbo rolls and mailer products sold through the indirect sales (distributorship) marketplace.
     Keith Walters, Chairman, President and CEO of Ennis, said, “Adding both the B&D Litho of Arizona and Skyline Business Forms brand names to the ever growing list of companies in the Ennis family is a very exciting opportunity for us. With these acquisitions we take another positive step forward in the continuing growth and consolidation of the forms business into Ennis. These acquisitions give us a new manufacturing presence in Arizona and allow us to supplement our current Block Denver envelope and forms business with the Skyline business in Denver. The transaction will add to the growth in the forms business that has placed Ennis among the top players in the forms and printed products arena and continue to serve our 40,000 independent distributors and printers who comprise the largest share of the forms market-place. It is great news for our shareholders, our customers and our employees.”
About Ennis
     Ennis, Inc. (www.ennis.com) (formerly Ennis Business Forms, Inc.) is primarily engaged in the production of and sale of business forms, apparel and other business products. The Company is one of the

 


 

largest private-label printed business product suppliers in the United States. Headquartered in Midlothian, Texas, the Company has production and distribution facilities strategically located throughout the United States of America, Mexico and Canada, to serve the Company’s national network of distributors. The Company, together with its subsidiaries, operates in two business segments: the Printing Segment and Apparel Segment. The Printing Segment is primarily engaged in the business of manufacturing and selling business forms, other printed business products, printed and electronic media, presentation products, flex-o-graphic printing, advertising specialties and Post-it® Notes, internal bank forms, secure and negotiable documents, envelopes and other custom products. The Apparel Segment manufactures T-Shirts and distributes T-Shirts and other active-wear apparel through six distribution centers located throughout North America.
Safe Harbor Under The Private Securities Litigation Reform Act of 1995
     This news release contains statements relating to future results of the acquired company including statements (i) that the transaction will be accretive to the combined company’s earnings in the first year of operations, excluding the impact of transaction-related charges, (ii) as well as other anticipated, believed, planned, forecasted, expected, targeted and estimated results and the company’s outlook concerning future results, that are “forward-looking statements” as defined in the U.S. Private Securities Litigation Reform Act of 1995. Readers are cautioned not to place undue reliance on these forward-looking statements and any such forward-looking statements are qualified in their entirety by reference to the following cautionary statements. All forward-looking statements speak only as of the date hereof and are based on current expectations and involve a number of assumptions, risks and uncertainties that could cause the actual results to differ materially from such forward-looking statements.
     Factors relating to the transaction and the integration of the business that could cause material differences in the expected results of the acquired company include, without limitation, the following: the development and execution of comprehensive plans for asset rationalization, the ability to eliminate duplicative overhead without excessive cost or adversely affecting the business, the potential loss of customers and employees as a result of the transaction, the success of the organization in leveraging its comprehensive product offering to the acquired customer base as well as the ability of the organization to complete the integration of the acquired company without losing focus on the business. In addition, the ability of the acquired company to achieve the expected revenues, accretion and synergy savings will also be affected by the effects of competition (in particular the response to the transaction in the marketplace), the effects of paper and other raw materials and fuel price fluctuations and shortages of supply, the rate of migration from paper-based forms to digital formats, general economic and other factors beyond the acquired company’s control, and other risks and uncertainties described from time to time in Ennis’ periodic filings with United States securities authorities, as applicable.
 
For Further Information Contact:
Mr. Keith S. Walters, Chairman, Chief Executive Officer and President
Mr. Michael D. Magill, Executive Vice President
Mr. Richard L. Travis, Jr., Chief Financial Officer
Ennis, Inc.
2441 Presidential Parkway
Midlothian, Texas 76065
Phone: (972) 775-9801
Fax: (972) 775-9820
www.ennis.com

 

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