UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
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AMERICAN REPROGRAPHICS COMPANY
(Exact name of registrant as specified in its charter)
DELAWARE 20-1700361
(State or Other Jurisdiction of (I.R.S. Employer
Incorporation or Organization) Identification No.)
700 NORTH CENTRAL AVENUE, SUITE 550
GLENDALE, CALIFORNIA 91203
(818) 500-0225
(Address of principal executive offices)
AMERICAN REPROGRAPHICS COMPANY 2005 STOCK PLAN
AMERICAN REPROGRAPHICS COMPANY 2005 EMPLOYEE STOCK PURCHASE PLAN
(Full title of the plans)
SATHIYAMURTHY CHANDRAMOHAN
CHIEF EXECUTIVE OFFICER
AMERICAN REPROGRAPHICS COMPANY
700 NORTH CENTRAL AVENUE, SUITE 550
GLENDALE, CALIFORNIA 91203
(Name and address of agent for service)
(818) 500-0225
(Telephone number, including area code, of agent for service)
TERESA V. PAHL BRETT E. COOPER
HANSON, BRIDGETT, MARCUS, ORRICK, HERRINGTON &SUTCLIFFE LLP
VLAHOS & RUDY, LLP THE ORRICK BUILDING
333 MARKET STREET, SUITE 405 HOWARD STREET
2100 SAN FRANCISCO, CALIFORNIA
SAN FRANCISCO, CALIFORNIA 94105
94105 (415) 773-5700
(415) 777-3200
CALCULATION OF REGISTRATION FEE
PROPOSED
MAXIMUM
TITLE OF EACH CLASS OFFERING PROPOSED MAXIMUM
OF SECURITIES AMOUNT TO PRICE AGGREGATE AMOUNT OF
TO BE REGISTERED BE REGISTERED(1) PER SHARE OFFERING PRICE REGISTRATION FEE
--------------------------------- ---------------- -------------- ---------------- ----------------
2005 Stock Plan
Common Stock (par value $.001) 1,712,915 shares $ 5.22(2) $ 8,941,416(2) $ 1,052
2005 Stock Plan
Common Stock (par value $.001) 3,287,085 shares $ 13.83(3) $ 45,460,386 $ 5,351
2005 Employee Stock Purchase Plan
Common Stock (par value $.001) 750,000 shares $ 13.83(3) $ 10,372,500 $ 1,221
---------------- -------------- -------------- ----------------
Total: 5,750,000 shares N/A $ 64,774,302 $ 7,624
================ ============== ============== ================
(1) Pursuant to Rule 416(a) under the Securities Act of 1933, as amended (the
"1933 Act"), this Registration Statement also registers any additional
shares of the Registrant's common stock that may become issuable by reason
of any stock dividend, stock split, recapitalization or any other similar
transaction.
(2) Represents shares of common stock issuable at a fixed price upon the
exercise of options outstanding under the 2005 Stock Plan. Pursuant to
Rule 457(h)(1) of the 1933 Act, the Proposed Maximum Offering Price Per
Share and the Proposed Maximum Aggregate Offering Price have been computed
using the weighted average exercise price at which such options are
exercisable of $5.22 per share.
(3) Represents shares available for future grant under the 2005 Stock Plan or
2005 Employee Stock Purchase Plan, as applicable. The Proposed Maximum
Offering Price Per Share and Proposed Maximum Aggregate Offering Price
have been estimated solely for the purpose of calculating the amount of
the registration fee and, pursuant to Rule 457(h)(1) of the 1933 Act, have
been calculated using the average of the high and low sales prices of the
Registrant's common stock as reported on the New York Stock Exchange on
February 7, 2005, of $13.83 per share.
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ITEM 1. PLAN INFORMATION.
Not required to be filed with this Registration Statement.
ITEM 2. REGISTRANT INFORMATION AND EMPLOYEE PLAN ANNUAL INFORMATION.
Not required to be filed with this Registration Statement.
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE.
The following documents filed by American Reprographics Company (the
"Company") with the Commission are incorporated by reference into this
Registration Statement:
(a) The Company's prospectus filed pursuant to Rule 424(b) under the 1933
Act filed February 4, 2005 relating to the registration statement on Form S-1
originally filed on October 15, 2004, as amended (File No. 333-119788).
(b) The description of the Company's Common Stock that is contained in the
registration statement on Form 8-A filed on January 13, 2005 (File No.
001-32407) under the Exchange Act of 1934, as amended (the "1934 Act"),
including any amendment or report filed for the purpose of updating such
description.
All documents, reports and definitive proxy or information statements
filed pursuant to Section 13(a), 13(c), 14 or 15(d) of the 1934 Act after the
date of this Registration Statement and before the filing of a post-effective
amendment which indicates that all securities offered hereby have been sold or
which deregisters all securities then remaining unsold will be deemed to be
incorporated by reference into this Registration Statement and to be a part
hereof from the date of filing of such documents. Any statement contained in a
document incorporated or deemed to be incorporated herein by reference will be
deemed to be modified or superseded for purposes of this Registration Statement
to the extent that a statement contained herein or in any other subsequently
filed document which also is or is deemed to be incorporated by reference herein
modifies or supersedes that statement. Any such statement so modified or
superseded will not constitute a part of this Registration Statement, except as
so modified or superseded.
ITEM 4. DESCRIPTION OF SECURITIES.
Not applicable.
ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL.
The validity of the issuance of the Common Stock being offered by this
prospectus and certain other legal matters are being passed upon for us by our
counsel, Hanson, Bridgett, Marcus, Vlahos, & Rudy, LLP, San Francisco,
California.
ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
3
The Company's amended and restated certificate of incorporation limits the
liability of directors to the maximum extent permitted by Delaware law. Delaware
law provides that directors of a corporation will not be personally liable for
monetary damages for breach of their fiduciary duties as directors, except
liability for any of the following acts:
- any breach of their duty of loyalty to the corporation or its
stockholders;
- acts or omissions not in good faith or which involve intentional
misconduct or a knowing violation of law;
- unlawful payments of dividends or unlawful stock repurchases or
redemptions; or
- any transaction from which the directors derived an improper
personal benefit.
These limitations of liability do not apply to liabilities arising under
federal securities laws and do not affect the availability of equitable remedies
such as injunctive relief or rescission.
The Company's amended and restated bylaws provide that the Company will
indemnify its directors and executive officers, and may indemnify other
officers, employees and other agents, to the fullest extent permitted by law.
The Company's amended and restated bylaws also permit the Company to secure
insurance on behalf of any officer, director, employee or other agent for any
liability arising out of his or her actions in connection with his or her
services to the Company, regardless of whether the Company's amended and
restated bylaws permit such indemnification. The Company has obtained a policy
of directors' and officers' liability insurance.
The Company has entered, and intends to continue to enter, into separate
indemnification agreements with its directors and executive officers, in
addition to the indemnification provided for in its amended and restated bylaws.
These agreements, among other things, require the Company to indemnify its
directors and executive officers for certain expenses, including attorneys'
fees, judgments, fines and settlement amounts incurred by a director or
executive officer in any action or proceeding arising out of their services as
one of the Company's directors or executive officers, or any of its subsidiaries
or any other company or enterprise to which the person provides services at its
request.
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED.
Not applicable.
ITEM 8. EXHIBITS.
4
Exhibit
Number Description
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4.1 Amended and Restated Certificate of Incorporation, dated February 2,
2005, currently in effect.
4.2 Amended and Restated By-Laws, currently in effect.
4.3* Specimen Stock Certificate.
5.1 Opinion of Hanson, Bridgett, Marcus, Vlahos, & Rudy, LLP.
23.1 Consent of PricewaterhouseCoopers LLP, Independent Registered Public
Accounting Firm.
23.2 Consent of Ernst & Young LLP, Independent Registered Public
Accounting Firm.
23.3 Consent of Hanson, Bridgett, Marcus, Vlahos, & Rudy, LLP is
contained in Exhibit 5.1 to this Registration Statement.
24 Power of Attorney is contained on the signature pages.
99.1* American Reprographics Company 2005 Stock Plan.
99.2* American Reprographics Company 2005 Employee Stock Purchase Plan.
99.3* Forms of Stock Option Agreements under the 2005 Stock Plan.
99.4* Forms of Restricted Stock Award Agreements under 2005 Stock Plan.
99.5* Form of Restricted Stock Unit Award Agreement under 2005 Stock Plan.
99.6* Form of Stock Appreciation Right Agreement under 2005 Stock Plan.
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* Filed as an exhibit to, and incorporated by reference herein from, the
Registrant's Registration Statement on Form S-1 originally filed on
October 15, 2004, as amended (File No. 333-119788).
UNDERTAKINGS
A. The undersigned Registrant hereby undertakes: (1) to file, during any
period in which offers or sales are being made, a post-effective amendment to
this Registration Statement: (i) to include any prospectus required by Section
10(a)(3) of the 1933 Act, (ii) to reflect in the prospectus any facts or events
arising after the effective date of this Registration Statement (or the most
recent post-effective amendment thereof) which, individually or in the
aggregate, represent a fundamental change in the information set forth in this
Registration Statement and (iii) to include any material information with
respect to the plan of distribution not previously disclosed in this
Registration Statement or any material change to such information in this
Registration Statement; provided, however, that clauses (1)(i) and (1)(ii) shall
not apply if the information required to be included in a post-effective
amendment by those paragraphs is contained in periodic reports filed with or
furnished to the Commission by the Registrant pursuant to Section 13 or Section
15(d) of the 1934 Act that are incorporated by reference in this Registration
Statement; (2) that for the purpose of determining any liability under the 1933
Act each such post-effective amendment shall be deemed to be a new registration
statement relating to the securities offered therein and the offering of such
securities at that time shall be deemed to be the initial bona fide offering
thereof; and (3) to remove from registration by means of a post-effective
amendment any of the securities being registered which remain unsold at the
termination of the offering.
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B. The undersigned Registrant hereby undertakes that, for purposes of
determining any liability under the 1933 Act, each filing of the Registrant's
annual report pursuant to Section 13(a) or Section 15(d) of the 1934 Act that is
incorporated by reference in this Registration Statement shall be deemed to be a
new registration statement relating to the securities offered therein, and the
offering of such securities at that time shall be deemed to be the initial bona
fide offering thereof.
C. Insofar as indemnification for liabilities arising under the 1933 Act
may be permitted to directors, officers or controlling persons of the Registrant
pursuant to the indemnification provisions summarized in Item 6 or otherwise,
the Registrant has been advised that, in the opinion of the Commission, such
indemnification is against public policy as expressed in the 1933 Act, and is,
therefore, unenforceable. In the event that a claim for indemnification against
such liabilities (other than the payment by the Registrant of expenses incurred
or paid by a director, officer or controlling person of the Registrant in the
successful defense of any action, suit or proceeding) is asserted by such
director, officer or controlling person in connection with the securities being
registered, the Registrant will, unless in the opinion of its counsel the matter
has been settled by controlling precedent, submit to a court of appropriate
jurisdiction the question whether such indemnification by it is against public
policy as expressed in the 1933 Act and will be governed by the final
adjudication of such issue.
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 Glendale, State of California, on February 7, 2005.
AMERICAN REPROGRAPHICS COMPANY
By /s/ Sathiyamurthy Chandramohan
-----------------------------------
Sathiyamurthy Chandramohan
Chief Executive Officer
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POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature
appears below constitutes and appoints Sathiyamurthy Chandramohan,
Kumarakulasingam Suriyakumar, and Mark W. Legg, and each or any one of them, his
true and lawful attorney-in-fact and agent, with full power of substitution and
resubstitution, for him and in his name, place and stead, in any and all
capacities, to sign any and all amendments (including post-effective amendments)
to this Registration Statement, and to file the same, with all exhibits thereto,
and other documents in connection therewith, with the Securities and Exchange
Commission, granting unto said attorneys-in-fact and agents, and each of them,
full power and authority to do and perform each and every act and thing
requisite and necessary to be done in connection therewith, as fully to all
intents and purposes as he might or could do in person, hereby ratifying and
confirming all that said attorneys-in-fact and agents, or any of them, or their
or his substitutes or substitute, may lawfully do or cause to be done by virtue
hereof.
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 date indicated.
SIGNATURE TITLE DATE
---------------------------- --------------------------------------------------- -----------------
/s/ Sathiyamurthy Chief Executive Officer; Chairman of the Board of February 7, 2005
Chandramohan Directors (Principal Executive Officer)
----------------------------
Sathiyamurthy Chandramohan
/s/ Kumarakulasingam President; February 7, 2005
Suriyakumar Chief Operating Officer; Director
----------------------------
Kumarakulasingam Suriyakumar
/s/ Mark W. Legg Chief Financial Officer; Secretary (Principal February 7, 2005
---------------------------- Financial Officer and Principal Accounting Officer)
Mark W. Legg
/s/ Manuel Perez de la Mesa Director February 7, 2005
----------------------------
Manuel Perez de la Mesa
/s/ Edward D. Horowitz Director February 7, 2005
----------------------------
Edward D. Horowitz
/s/ Andrew W. Code Director February 7, 2005
----------------------------
Andrew W. Code
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EXHIBIT INDEX
EXHIBIT
NUMBER DESCRIPTION
------- --------------------------------------------------------------------
4.1 Amended and Restated Certificate of Incorporation, dated February 2,
2005, currently in effect.
4.2 Amended and Restated By-Laws, currently in effect.
4.3* Specimen Stock Certificate.
5.1 Opinion of Hanson, Bridgett, Marcus, Vlahos, & Rudy, LLP.
23.1 Consent of PricewaterhouseCoopers LLP, Independent Registered Public
Accounting Firm.
23.2 Consent of Ernst & Young LLP, Independent Registered Public
Accounting Firm.
23.3 Consent of Hanson, Bridgett, Marcus, Vlahos, & Rudy, LLP is
contained in Exhibit 5.1 to this Registration Statement.
24 Power of Attorney is contained on the signature pages.
99.1* American Reprographics Company 2005 Stock Plan.
99.2* American Reprographics Company 2005 Employee Stock Purchase Plan.
99.3* Forms of Stock Option Agreements under the 2005 Stock Plan.
99.4* Forms of Restricted Stock Award Agreements under 2005 Stock Plan.
99.5* Form of Restricted Stock Unit Award Agreement under 2005 Stock Plan.
99.6* Form of Stock Appreciation Right Agreement under 2005 Stock Plan.
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* Filed as an exhibit to, and incorporated by reference herein from, the
Registrant's Registration Statement on Form S-1 originally filed on
October 15, 2004, as amended (File No. 333-119788).
8