As filed with the Securities
and Exchange Commission on
October 20, 2004 Registration No. 333-
----------------------------------------------------------------
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
-----------------
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
------------------
ENNIS, INC.
(Exact name of registrant as specified in its charter)
Texas 75-0256410
(State or other jurisdiction (I.R.S. Employer
of incorporation or organization) Identification No.)
2441 Presidential Parkway,
Midlothian, Texas 76065
(Address of Principal Executive Offices) (Zip Code)
------------------
2004 LONG-TERM INCENTIVE PLAN OF ENNIS, INC.
(Full title of the plan)
------------------
Keith S. Walters Copy to:
Chairman, CEO and Shelly A. Youree Norman R. Miller
President Thompson & Knight L.L.P. Kirkpatrick & Lockhart LLP
Ennis, Inc. 1700 Pacific Avenue 2828 North Harwood Street
2441 Presidential Parkway, Suite 3300 Suite 1800
Midlothian, Texas Dallas, Texas 75201 Dallas, Texas 75201
(Name and address of (214) 969-1700 (214) 939-4900
agent for service)
(972) 775-9801
(Telephone number,
including
area code, of agent for
service)
CALCULATION OF REGISTRATION FEE
-------------------------------
Title of Amount Proposed Proposed Amount of
securities to be maximum maximum registration
to be Registered offering aggregate fee
registered price per offering
share (1) price (1)
---------- ---------- ---------- ----------- ---------
Common Stock, 500,000 $20.43 $10,215,000 $1,295
$2.50 par shares (3)
value
per share (2)
(1) Estimated solely for the purpose of calculating the
registration fee pursuant to Rule 457(h) under the Securities Act
of 1933 (the "Securities Act") and based on the average of the
high and low prices of the common stock reported on the New York
Stock Exchange on October 18, 2004.
(2) Includes related preferred stock purchase rights.
(3) Pursuant to Rule 416, shares issuable upon any stock split,
stock dividend or similar transaction with respect to these
shares are also being registered hereunder.
EXPLANATORY NOTE
The contents of Registration Statement No. 333-58963
relating to the Registrant's 1998 Option and Restricted Stock
Plan (the "1998 Plan") filed by the Registrant with the
Securities and Exchange Commission ("SEC") on July 13, 1998 (the
"Prior Registration Statement") are incorporated herein by
reference pursuant to General Instruction E to Form S-8. The
purpose of this Registration Statement is to register the
offering and sale of 500,000 additional shares of Common Stock of
the Registrant pursuant to Registrant's 2004 Long-Term Incentive
Plan, which amends and restates the 1998 Plan.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference.
---------------------------------------
The contents of the Prior Registration Statement, including
the documents incorporated by reference therein, are incorporated
by reference into this Registration Statement. In addition, the
following documents filed by the Registrant with the Securities
and Exchange Commission are incorporated by reference in this
Registration Statement:
(1) The Registrant's Annual Report on Form 10-K for the
fiscal year ended February 29, 2004.
(2) The Registrant's Quarterly Report on Form 10-Q for the
quarters ended May 31, 2004 and August 31, 2004.
(3) The Registrant's current reports on Forms 8-K dated
June 25, 2004, June 29, 2004, and July 15, 2004.
(4) The description of the Common Stock of the Registrant
contained in its Registration Statement on Form 8-A filed
under Section 12(b) of the Securities Exchange Act of 1934,
as filed with the Securities and Exchange Commission,
including any amendment or report filed for the purpose of
updating such description.
(5) The description of the Preferred Stock Purchase Rights
contained in the Registration Statement on Form 8-A filed
under Section 12(b) of the Securities Exchange Act of 1934,
as filed with the Securities and Exchange Commission,
including any amendment or report filed for the purpose of
updating such description.
In addition, all documents subsequently filed by the
Registrant pursuant to Sections 13(a), 13(c), 14 and 15(d) of the
Securities Exchange Act of 1934, prior to the filing of a post-
effective amendment which indicates that all securities offered
have been sold or which deregisters all securities then remaining
unsold, shall be deemed to be incorporated by reference in this
Registration Statement and to be a part hereof from the date of
filing of such documents.
2
Item 8. Exhibits.
--------
The following documents are filed as exhibits to this
Registration Statement:
4.1 2004 Long-Term Incentive Plan of Ennis, Inc.,
effective as of June 17, 2004.
5.1 Opinion of Kirkpatrick & Lockhart LLP,
regarding 500,000 shares of Common Stock.
23.1 Consent of Ernst & Young LLP, Independent
Registered Public Accounting Firm to
incorporation of report by reference.
23.2 Consent of counsel (included in the opinion
of Kirkpatrick & Lockhart LLP, filed herewith
as Exhibit 5.1).
24.1 Power of Attorney (included on signature page
to this Registration Statement).
[Signature Page to Follow]
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 of the requirements for filing on Form
S-8 and has duly caused this Registration Statement to be signed
on its behalf by the undersigned, thereunto duly authorized, in
the City of Midlothian, State of Texas on October 20, 2004.
ENNIS, INC.
By: /s/ KEITH S. WALTERS
-----------------------------
Keith S. Walters, Chairman,
CEO and President
POWER OF ATTORNEY
Pursuant to the requirements of the Securities Act of 1933,
this Registration Statement has been signed by the following
persons in the capacities and on the dates indicated. The
undersigned persons hereby constitute and appoint Keith S.
Walters and Harve Cathey, and each of them singularly, as our
true and lawful attorneys-in-fact and agents, with full power to
execute in our names and on our behalf in the capacities
indicated below, any and all amendments to the Registration
Statement to be filed with the Securities Exchange Commission and
hereby ratify and confirm all that such attorneys-in-fact shall
lawfully do or cause to be done by virtue hereof.
Signature Title Date
--------- ----- ----
/s/ KEITH S. WALTERS Chairman of the October 20, 2004
-------------------- Board, Chief
Keith S. Walters Executive Officer
and President
/s/ HARVE CATHEY Vice President of October 20, 2004
---------------- Finance, Chief
Harve Cathey Financial Officer,
Secretary
/s/ RONALD M. GRAHAM Vice President, October 20, 2004
-------------------- Director
Ronald M. Graham
/s/ JAMES B. GARDNER Director October 20, 2004
--------------------
James B. Gardner
/s/ HAROLD W. HARTLEY Director October 20, 2004
---------------------
Harold W. Hartley
/s/ ROBERT L. MITCHELL Director October 20, 2004
---------------------
Robert L. Mitchell
/s/ THOMAS R. PRICE Director October 20, 2004
-------------------
Thomas R. Price
/s/ KENNETH G. PRITCHETT Director October 20, 2004
------------------------
Kenneth G. Pritchett
4
/s/ ALEJANDRO QUIROZ Director October 20, 2004
--------------------
Alejandro Quiroz
/s/ JAMES C. TAYLOR Director October 20, 2004
-------------------
James C. Taylor
5