UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D. C. 20549
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FORM 10-K/A
[X] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
For the fiscal year ended February 28, 2005
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OR
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
For the transition period from to
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Commission file number 1-5807
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ENNIS, INC.
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(Exact name of registrant as specified in its charter)
Texas 75-0256410
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(State or other jurisdiction of (IRS Employer
incorporation or organization) Identification No.)
2441 Presidential Parkway,
Midlothian, Texas 76065
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(Address of principal executive offices) Zip Code
Registrant's telephone number,
including area code (972) 775-9801
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Securities registered pursuant to Section 12(b) of the Act:
Name of each exchange
Title of each class on which registered
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Common Stock, par value
$2.50 per share New York Stock Exchange
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Securities registered pursuant to Section 12(g) of the Act: None
Indicate by check mark whether the registrant (1) has filed all
reports required to be filed by Section 13 or 15(d) of the
Securities Exchange Act of 1934 during the preceding 12 months
(or for such shorter period that the registrant was required to
file such reports), and (2) has been subject to such filing
requirements for the past 90 days. Yes X No
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Indicate by check mark if disclosure of delinquent filers
pursuant to Item 405 of Regulation S-K is not contained herein,
and will not be contained, to the best of registrant's knowledge,
in definitive proxy or information statements incorporated by
reference in Part III of this Form 10-K or any amendment to this
Form 10-K. [X]
Indicate by check mark whether the registrant is an accelerated
filer (as defined in Rule 12b-2 of the Act).
Yes X No
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The number of shares of the registrant's Common Stock, par value
$2.50, outstanding at April 15, 2005 was 25,417,995.
The aggregate market value of voting stock held by non-affiliates
of the registrant as of August 31, 2004 (16,166,888) and April
15, 2005 (25,182,674 shares) were $301,997,468 and $407,455,665,
respectively.
DOCUMENTS INCORPORATED BY REFERENCE:
Portions of 2005 Annual Report to Shareholders - Incorporated in
Parts I & II
Portions of Proxy Statement filed within 120 days of the February
28, 2005 fiscal year end - Incorporated in Part III
Item 9a. Controls and Procedures.
The Company's management carried out an evaluation, under the
supervision and with the participation of the Chief Executive
Officer and the Chief Financial Officer, of the effectiveness of
the design and operation of the Company's disclosure controls and
procedures under Rule 13a-15(e) under the Exchange Act as of
February 28, 2005. Based upon that evaluation, the Chief
Executive Officer along with the Chief Financial Officer
concluded that the Company's disclosure controls and procedures
as of February 28, 2005, were not effective in timely alerting
them to material information relating to the Company (including
its consolidated subsidiaries) required to be included in the
Company's periodic filings under the Exchange Act as a result of
material weaknesses in internal control over financial reporting,
as described in detail in our Management's Report on Internal
Control over Financial Reporting, incorporated by reference to
page 58 and 59 of the Company's 2005 Annual Report to
Shareholders, attached as Exhibit 13 to our Annual Report or Form
10-K for the year ended February 28, 2005.
Management is responsible for establishing and maintaining
adequate internal control over financial reporting, as defined in
the Exchange Act Rule 13a-15(f). Management conducted an
evaluation of the effectiveness of the Company's internal control
over financial reporting as of February 28, 2005 using the
criteria set forth by the Committee of Sponsoring Organizations
of the Treadway Commission in Internal Control-Integrated
Framework and identified material weaknesses in internal control
over financial reporting as of February 28, 2005 as described in
our Management's Report referenced above. Accordingly,
Management concluded that the Company did not maintain effective
internal control over financial reporting as of February 28,
2005.
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PART IV
Item 15. Exhibits and Financial Statement Schedules
(a)3 - Exhibits The exhibits listed on the accompanying Index
to Exhibits are filed as part of this Form 10-
K/A.
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SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) 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.
(Registrant) ENNIS, INC.
Date: June 17, 2005 BY: /s/ Keith S. Walters
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Keith S. Walters, Chairman of
the Board, Chief Executive
Officer and President
Date: June 17, 2005 BY: /s/ Harve Cathey
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Harve Cathey
Vice President - Finance and
CFO, Secretary and Principal
Financial and Accounting
Officer
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INDEX TO EXHIBITS
Exhibit 2.1 Agreement and Plan of Merger dated as of
June 25, 2004 by and among Ennis, Inc.,
Midlothian Holdings LLC, and Centrum
Acquisition, Inc., incorporated herein by
reference to Exhibit 2.1 to the Registrant's
Form S-4 filed on September 3, 2004.
Exhibit 2.2 First Amendment to Agreement and Plan of
Merger dated as of August 23, 2004 by and
among Ennis, Inc., Midlothian Holdings LLC,
and Centrum Acquisition, Inc., incorporated
herein by reference to Exhibit 2.2 to the
Registrant's Form S-4 filed on September 3,
2004.
Exhibit 3.1 Restated Articles of Incorporation as amended
through June 23, 1983 with attached amendments
dated June 20, 1985, July 31, 1985 and June
16, 1988 incorporated herein by reference to
Exhibit 5 to the Registrant's Form 10-K Annual
Report for the fiscal year ended February 28,
1993.
Exhibit 3.2 Bylaws of the Registrant as amended through
October 15, 1997 incorporated herein by
reference to Exhibit 3(ii) to the registrant's
Form 10-Q Quarterly Report for the quarter
ended November 30, 1997.
Exhibit 3.3 Articles of Amendment to the Articles of
Incorporation of Ennis Business Forms, Inc.
filed on June 17, 2004 incorporated herein by
reference to Exhibit 3.3 to the registrant's
Form 10-Q Quarterly Report for the quarter
ended November 30, 2004.
Exhibit 10.1 Employee Agreement between Ennis, Inc. and
Keith S. Walters dated May 1, 2003
incorporated herein by reference to Exhibit
10.1 to the Registrant's Form 10-K Annual
Report for the fiscal year ended February 29,
2004.
Exhibit 10.2 Employee Agreement between Ennis, Inc. and
Ronald M. Graham dated May 1, 2003
incorporated herein by reference to Exhibit
10.2 to the Registrant's Form 10-K Annual
Report for the fiscal year ended February 29,
2004.
Exhibit 10.3 Employee Agreement between Ennis, Inc. and
Michael D. Magill dated October 7, 2003
incorporated herein by reference to Exhibit
10.3 to the Registrant's Form 10-K Annual
Report for the fiscal year ended February 29,
2004.
Exhibit 10.4 2004 Long-Term Incentive Plan incorporated
herein by reference to Exhibit 4.1 of the
Registrant's Form S-8 filed on January 5,
2005.
Exhibit 10.5 Stock Purchase Agreement dated as of June 25,
2004, among Crabar/GBF, Inc. the shareholders
of Crabar/GBF, Inc. and Ennis, Inc.
incorporated herein by reference to Exhibit 2
to the Registrant's Current Report on Form 8-K
filed on July 15, 2004.
Exhibit 10.6 First Amendment Agreement dated as of June 25,
2004, by and among Amin Amdani, Rauf Gajiani,
Centrum Acquisition, Inc., Ennis, Inc. and
Midlothian Holdings LLC incorporated herein by
reference to Exhibit 10.6 to the Registrant's
Form S-4 filed on September 3, 2004.
Exhibit 10.7 Indemnity Agreement dated as of June 25, 2004,
by and among Laurence Ashkin, Roger Brown,
John McLinden, Arthur Slaven, Ennis, Inc. and
Midlothian Holdings LLC incorporated herein by
reference to Exhibit 10.7 to the Registrant's
Form S-4 filed on September 3, 2004.
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Exhibit 10.8 Indemnity Agreement dated as of June 25, 2004,
by and among Laurence Ashkin, Roger Brown,
John McLinden, Arthur Slaven, Ennis, Inc. and
Midlothian Holdings LLC incorporated herein by
reference to Exhibit 10.8 to the Registrant's
Form S-4 filed on September 3, 2004.
Exhibit 10.9 UPS Ground, Air Hundredweight and Sonicair
Incentive Program Carrier Agreement
incorporated herein by reference to Exhibit 10
to the Registrant's Form 10-K Annual Report
for the fiscal year ended February 29, 2003.
Exhibit 10.10 Addendum to UPS Ground, Air and Sonicair
Incentive Program Carrier Agreement dated as
of August 9, 2004, between Ennis, Inc. and
United Parcel Service, Inc. incorporated
herein by reference to Exhibit 10.10 to the
Registrant's Form S-4 filed on September 3,
2004.*
Exhibit 10.11 Carbonless Paper Agreement dated as of July
13, 2004 between Ennis, Inc & MeadWestvaco
Corporation incorporated herein by reference
to Exhibit 10.11 to the Registrant's Form S-4
filed on September 3, 2004.*
Exhibit 10.12 Fourth Amendment to Credit Agreement dated as
of June 25, 2004, between Ennis, Inc. and Bank
One, NA incorporated herein by reference to
Exhibit 10.12 to the Registrant's Form S-4
filed on September 3, 2004.
Exhibit 10.13 Assignment Agreement dated as of June 30,
2004, between U.S. Bank National Association
and Compass Bank incorporated herein by
reference to Exhibit 10.13 to the Registrant's
Form S-4 filed on September 3, 2004.
* Exhibit 10.14 Mutual Agreement, dated January 10, 2005,
between Parkdale and Alstyle Apparel, Inc.
** Exhibit 11 Computation of Earnings Per Share
** Exhibit 13 Portions of 2005 Annual Report to Shareholders
** Exhibit 21 Subsidiaries of Registrant
Exhibit 31.1 Certification Pursuant to Rule 13a-14(a)/15d-
14(a) (Chief Executive Officer)
Exhibit 31.2 Certification Pursuant to Rule 13a-14(a)/15d-
14(a) (Chief Financial Officer)
* Portions of Exhibit have been omitted pursuant to a request
for confidential treatment filed with the Securities and
Exchange Commission.
** Previously filed with the Registrant's Annual Report on Form
10-K for the year ended February 28, 2005.
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