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):
November 19, 2004
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ENNIS, INC.
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(Exact name of registrant as specified in its charter)
TEXAS 1-5807 75-0256410
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(State or other (Commission (I. R. S. Employer
Jurisdiction of File Number) Identification No.)
incorporation)
2441 Presidential Pkwy, Midlothian, Texas 76065
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(Address of principal executive offices) (Zip Code)
(972) 775-9801
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(Registrant's telephone number, including area code)
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(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
registrants under any of the following provisions (see General
Instruction A.2.):
[] 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 1.01 Entry Into a Material Definitive Agreement.
On November 19, 2004, Ennis, Inc. (the "Company") entered into
a credit agreement with LaSalle Bank National Association and
certain other lenders. Prior to this credit agreement, the
parties had no material relationship. A description of the
credit agreement is included in Item 2.03 of this Current Report
on Form 8-K and is hereby incorporated by reference into this
Item 1.01.
ITEM 2.01 Completion of Acquisition or Disposition of Assets.
On November 19, 2004, the Company issued a press release
announcing that it completed the merger (the "Merger") of Centrum
Acquisition, Inc. ("Centrum") with and into the Company in
accordance with the Agreement and Plan of Merger dated June 25,
2004, as amended by the First Amendment to Agreement and Plan of
Merger dated August 23, 2004 (as amended, the "Merger
Agreement"). The press release is attached hereto as Exhibit
99.1. Copies of the Agreement and Plan of Merger and First
Amendment to Agreement and Plan of Merger are filed as Exhibit
2.1 and Exhibit 2.2, respectively, to this report.
In the Merger, the Company acquired all of the outstanding
capital stock of Centrum in exchange for $3.1 million in cash and
approximately 8.8 million shares of the Company's common stock,
319,897 of which shares were placed in escrow as security for
potential indemnity claims by the Company. Prior to the
execution of the Merger Agreement, there were no material
relationships between the Company and Centrum. The cash paid by
the Company in the Merger was obtained as described in Item 2.03.
ITEM 2.03 Creation of a Direct Financial Obligation or an
Obligation under an Off-Balance Sheet Arrangement of a
Registrant.
On November 19, 2004, the Company entered into a credit
agreement with LaSalle Bank National Associates (in its
individual capacity, "LaSalle") and certain other lenders. The
credit agreement includes a five-year $50 million term loan and a
five-year $100 million revolving credit facility. Pursuant to a
security agreement, also dated November 19, 2004 (the "Security
Agreement"), the term loan and the revolving credit facility are
secured by the Company's and its subsidiaries' existing and
hereafter acquired tangible assets, intangible assets and real
property. The Credit Agreement and Security Agreement are
included as Exhibits 10.1 and 10.2 to this Report.
The $50 million term loan requires payments on the last
business day of each calendar quarter (with the first such
payment due March 31, 2005) in quarterly installments equal to
$2.5 million. Unless sooner paid in full, the outstanding
balance of the term loan shall be paid in full on the Termination
Date, November 2009. At closing, the Company also drew down
approximately $59 million on the $100 million revolving credit
facility. Subject to continued compliance with certain financial
covenants, the Company may make additional draws on the revolving
credit facility. The Lender may accelerate the maturity of the
term loan and the revolving credit facility if an event of
default, as defined under the Credit Agreement, occurs.
The term loan and the revolving credit facility bear interest
at LIBOR plus a margin of .75% to 1.75%. The margin is
determined quarterly in accordance with a defined spread based
upon the ratio of the Company's average total funded senior
indebtedness for the preceding four quarters to earnings before
interest, taxes, depreciation and amortization (EBITDA) for the
twelve months ended on the last day of the most recent fiscal
quarter.
ITEM 9.01 Financial Statement and Exhibits.
(a) Financial Statements of Businesses Acquired.
The information to be provided under this item is
incorporated by reference to Amendment No. 2 to Ennis Inc.'s
Registration Statement on Form S-4 filed with the Securities and
Exchange Commission on October 4, 2004 (Commission File No. 333-
118786).
(b) Pro Forma Financial Information.
The information to be provided under this item is
incorporated by reference to Amendment No. 2 to Ennis Inc.'s
Registration Statement on Form S-4 filed with the Securities and
Exchange Commission on October 4, 2004 (Commission File No. 333-
118786).
(c) Exhibits
Exhibit 2.1 Agreement and Plan of Merger dated June 25,
2004 among Ennis, Inc., Midlothian Holdings
LLC, and Centrum Acquisition, Inc.
(incorporated by reference to Exhibit 2.1
to Amendment No. 2 to Ennis' Registration
Statement on Form S-4 filed on October 4,
2004 (No. 333-118786)).
Exhibit 2.2 First Amendment to Agreement and Plan of
Merger dated August 23, 2004 among Ennis,
Inc., Midlothian Holdings LLC, and Centrum
Acquisition, Inc. (incorporated by reference
to Exhibit 2.2 to Amendment No. 2 to Ennis'
Registration Statement on Form S-4 filed on
October 4, 2004 (No. 333-118786)).
Exhibit 10.1 Credit Agreement dated as of November 19,
2004 among Ennis, Inc., various other co-
borrowers and lenders that sign and become
a party to the credit agreement, LaSalle
Bank National Association, as
Administrative Agent, Documentation Agent and
Arranger, and Compass Bank and JPMorgan Chase
Bank, N.A., as Co-Syndication Agents (filed
herewith).
Exhibit 10.2 Security Agreement dated as of November 19,
2004 among Ennis, Inc., various other parties
that sign and become a party to the security
agreement and LaSalle Bank National
Association, as the Administrative Agent
(filed herewith).
Exhibit 99.1 Press Release dated November 19, 2004
(filed herewith).
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 thereunto duly authorized.
ENNIS, INC.
Date: November 24, 2004 /s/ Harve Cathey
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Harve Cathey
Vice President - Finance and
CFO, Secretary, Principal
Financial and Accounting Officer