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As filed with the Securities and Exchange Commission on
March 28, 2006
Registration
No. 333-132530
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Amendment No. 1
to
Form S-3
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
AMERICAN REPROGRAPHICS COMPANY
(Exact Name of Registrant as specified in its charter)
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Delaware |
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7334 |
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20-1700361 |
(State or Other Jurisdiction
of
Incorporation or Organization) |
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(Primary Standard Industrial
Classification Code Number) |
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(I.R.S. Employer
Identification No.) |
700 North Central Avenue, Suite 550
Glendale, California 91203
(818) 500-0225
(Address, Including Zip Code, and Telephone Number,
Including Area Code, of Registrants Principal Executive
Offices)
Sathiyamurthy Chandramohan
Chief Executive Officer
American Reprographics Company
700 North Central Avenue, Suite 550, Glendale,
California 91203
(818) 500-0225
(Name, Address, Including Zip Code, and Telephone Number,
Including Area Code, of Agent for Service)
WITH COPIES TO:
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Teresa V. Pahl
Hanson, Bridgett, Marcus,
Vlahos & Rudy, LLP
333 Market Street, Suite 2100
San Francisco, California 94105
(415) 777-3200 |
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Brett Cooper
Orrick, Herrington & Sutcliffe LLP
The Orrick Building
405 Howard Street
San Francisco, California 94105
(415) 773-5700 |
Approximate date of commencement of proposed sale to the
public: From time to time after the effective date of this
registration statement, as determined by market conditions and
other factors.
If the only securities being registered on this Form are to be
offered pursuant to dividend or interest reinvestment plans,
please check the following
box. o
If any of the securities being registered on this Form are to be
offered on a delayed or continuous basis pursuant to
Rule 415 under the Securities Act of 1933, other than
securities offered only in connection with dividend or interest
reinvestment plans, check the following
box. þ
If this Form is filed to register additional securities for an
offering pursuant to Rule 462(b) under the Securities Act,
please check the following box and list the Securities Act
registration statement number of the earlier effective
registration statement for the same
offering. o
If this Form is a post-effective amendment filed pursuant to
Rule 462(c) under the Securities Act, check the following
box and list the Securities Act registration statement number of
the earlier effective registration statement for the same
offering. o
If this Form is a registration statement pursuant to General
Instruction I.D. or a post-effective amendment thereto that
shall become effective upon filing with the Commission pursuant
to Rule 462(e) under the Securities Act, check the
following box. o
If this Form is a post-effective amendment to a registration
statement filed pursuant to General Instruction I.D. filed
to register additional securities or additional classes of
securities pursuant to Rule 413(b) under the Securities
Act, check the following box. o
The Registrant and the additional Registrants hereby amend
this Registration Statement on such date or dates as may be
necessary to delay its effective date until the Registrant shall
file a further amendment which specifically states that this
Registration Statement shall thereafter become effective in
accordance with Section 8(a) of the Securities Act of 1933
or until this Registration Statement shall become effective on
such date as the Securities and Exchange Commission, acting
pursuant to said Section 8(a), may determine.
CALCULATION OF REGISTRATION FEE
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Proposed Maximum |
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Proposed Maximum |
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Title of Securities |
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Amount to be |
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Offering Price per |
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Aggregate Offering |
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Amount of |
to be Registered |
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Registered |
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Share(1) |
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Price(1) |
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Registration Fee(2) |
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Common Stock
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7,000,000 shares
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$32.44
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$227,080,000
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$24,298
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(1) |
This price is estimated in accordance with Rule 457(c),
solely for the purpose of calculating the registration fee, and
is based on the average of the high and low prices of the common
stock on March 10, 2006, as reported on the New York Stock
Exchange. |
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(2) |
Previously paid. |
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The information
in this prospectus is not complete and may be changed. We may
not sell these securities until the registration statement filed
with the Securities and Exchange Commission is effective. This
prospectus is not an offer to sell these securities and it is
not soliciting an offer to buy these securities in any state
where the offer or sale is not permitted.
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SUBJECT TO COMPLETION, DATED MARCH 28, 2006
Prospectus
7,000,000 Shares
Common Stock
Certain stockholders named in this prospectus or in any
supplement to this prospectus may sell up to
7,000,000 shares of common stock from time to time. In the
prospectus supplement relating to such sales, we will identify
each selling stockholder and the number of shares of our common
stock that each selling stockholder will be selling. We will not
receive any proceeds from the sale of common stock by the
selling stockholders.
This prospectus may not be used to sell securities unless
accompanied by the applicable prospectus supplement. We urge you
to read carefully this prospectus and the applicable prospectus
supplement before you make your investment decision.
Our common stock trades on the New York Stock Exchange under the
symbol ARP. On March 27, 2006, the last
reported sales price of a share of our common stock was $35.15.
Investing in our securities involves risks. You should
carefully consider the risk factors set forth in the applicable
supplement to this prospectus before investing in any securities
that may be offered. See Risk Factors on
page 2.
Neither the Securities and Exchange Commission nor any state
securities commission has approved or disapproved of these
securities or passed upon the adequacy or the accuracy of this
prospectus. Any representation to the contrary is a criminal
offense.
The date of this prospectus
is ,
2006
Table of contents
You should rely only on the information contained or
incorporated by reference in this prospectus. We have not
authorized any other person to provide you with different or
additional information. If anyone provides you with different or
additional information, you should not rely on it. You should
assume that the information contained or incorporated by
reference in this prospectus is accurate as of the date on the
front cover of this prospectus or the date of the document
incorporated by reference. Our business, financial condition,
results of operations and prospects may have changed since then.
We are not making an offer to sell the securities offered by
this prospectus in any jurisdiction where the offer or sale is
not permitted.
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About this prospectus
This prospectus is part of a registration statement that we
filed with the Securities and Exchange Commission, or SEC, using
the SECs shelf registration process. Under this shelf
registration process, certain stockholders named in this
prospectus or in any supplement to this prospectus may sell up
to 7,000,000 shares of common stock in one or more
offerings. This prospectus provides you with a general
description of the securities the selling stockholders may sell.
Each time the selling stockholders sell securities under this
prospectus, we will provide a prospectus supplement that will
contain specific information about the terms of that offering.
The prospectus supplement may also add, update or change
information contained in this prospectus. If so, the prospectus
supplement should be read as superseding this prospectus. You
should read this prospectus, the applicable prospectus
supplement, and the additional information described below under
the headings Where you can find more information and
Certain documents incorporated by reference.
In this prospectus we use the terms American
Reprographics, we, us,
our, and our company and similar phrases
to refer to American Reprographics Company, a Delaware
corporation, and its consolidated subsidiaries.
American Reprographics Company
We are the leading reprographics company in the United States
providing
business-to-business
document management services to the architectural, engineering
and construction industry, or AEC industry. We also provide
these services to companies in non-AEC industries, such as
technology, financial services, retail, entertainment, and food
and hospitality, that also require sophisticated document
management services. Reprographics services typically encompass
the digital management and reproduction of construction
documents or other graphics-related material and the
corresponding finishing and distribution services. The
business-to-business
services we provide to our customers include document
management, document distribution and logistics,
print-on-demand and a
combination of these services in our customers offices as
on-site services. We
provide our core services through our suite of reprographics
technology products, a national network of approximately 200
locally branded reprographics service centers, and approximately
2,300 facilities management programs at our customers
locations throughout the country. We also sell reprographics
equipment and supplies to complement our full range of service
offerings. In further support of our core services, we license
our suite of reprographics technology products, including our
flagship internet-based application, PlanWell, to independent
reprographers. We also operate PEiR (Profit and Education in
Reprographics) through which we charge membership fees and
provide purchasing, technology and educational benefits to other
reprographers, while promoting our reprographics technology as
the industry standard. Our services are critical to our
customers because they shorten their document processing and
distribution time, improve the quality of their document
information management, and provide a secure, controlled
document management environment.
Our main office is located at 700 North Central Avenue,
Suite 550, Glendale, California 91203 and our telephone
number is (818) 500-0225.
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Risk factors
Investing in the securities to be offered pursuant to this
prospectus may involve a high degree of risk. These risks will
be set forth in a prospectus supplement relating to the
securities to be offered by that prospectus supplement. You
should carefully consider the important factors set forth under
the heading Risk factors in the applicable
supplement to this prospectus and in our periodic reports filed
with the SEC before investing in any securities that may be
offered.
Forward-looking statements
Some statements and disclosures in this prospectus, including
the documents incorporated by reference, are
forward-looking statements. Forward-looking
statements include statements concerning our plans, objectives,
goals, strategies, future events, future revenues or
performance, capital expenditures, financing needs, plans or
intentions relating to acquisitions, our competitive strengths
and weaknesses, our business strategy and the trends we
anticipate in the industry and economies in which we operate and
other information that is not historical information. When used
in this prospectus, the words estimates,
expects, anticipates,
projects, plans, intends,
believes and variations of such words or similar
expressions are intended to identify forward-looking statements.
All forward-looking statements, including, without limitation,
our examination of historical operating trends, are based upon
our current expectations and various assumptions. Our
expectations, beliefs and projections are expressed in good
faith, and we believe there is a reasonable basis for them, but
we cannot assure you that our expectations, beliefs and
projections will be realized.
There are a number of risks and uncertainties that could cause
our actual results to differ materially from the forward-looking
statements contained in this prospectus, including the documents
incorporated by reference. Important factors that could cause
our actual results to differ materially from the forward-looking
statements we make in this prospectus are set forth in, or
incorporated by reference into, this prospectus, including the
factors described in the sections entitled Risk
Factors in our Annual Report on
Form 10-K and any
related prospectus supplement. If any of these risks or
uncertainties materialize, or if any of our underlying
assumptions are incorrect, our actual results may differ
significantly from the results that we express in, or imply by,
any of our forward-looking statements. We do not undertake any
obligation to revise these forward-looking statements to reflect
future events or circumstances. Presently known risk factors
include, but are not limited to, the following factors:
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general economic conditions and a downturn in the architectural,
engineering and construction industry; |
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competition in our industry and innovation by our competitors; |
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our failure to anticipate and adapt to future changes in our
industry; |
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uncertainty regarding our product and service innovations; |
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the inability to charge for our value-added services to offset
potential declines in print volumes; |
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adverse developments affecting the State of California,
including general and local economic conditions, macroeconomic
trends, and natural disasters; |
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our inability to successfully identify potential acquisitions,
manage our acquisitions or open new branches; |
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our inability to successfully monitor and manage the business
operations of our subsidiaries and uncertainty regarding the
effectiveness of financial and management policies and
procedures we established to improve accounting controls; |
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adverse developments concerning our relationships with certain
key vendors; |
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our inability to adequately protect our intellectual property
and litigation regarding intellectual property; |
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acts of terrorism, violence, war, natural disaster or other
circumstances that cause damage or disruption to us, our
facilities, our technology centers, our vendors or our customers; |
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the loss of key personnel or qualified technical staff; |
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the potential write-down of goodwill or other intangible assets
we have recorded in connection with our acquisitions; |
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the availability of cash to operate and expand our business as
planned and to service our debt; |
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the increased expenses and administrative workload associated
with being a public company; |
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failure to maintain an effective system of internal controls
necessary to accurately report our financial results and prevent
fraud; and |
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potential environmental liabilities. |
All future written and verbal forward-looking statements
attributable to us or any person acting on our behalf are
expressly qualified in their entirety by the cautionary
statements contained or referred to in this section. We
undertake no obligation, and specifically decline any
obligation, to publicly update or revise any forward-looking
statements, whether as a result of new information, future
events or otherwise. In light of these risks, uncertainties and
assumptions, the forward-looking events discussed in this
prospectus might not occur.
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Use of proceeds
We are registering the shares of our common stock offered by
this prospectus and the applicable prospectus supplement for the
account of the selling stockholders identified in the section of
this prospectus and the applicable prospectus supplement
entitled Selling Stockholders. All of the net
proceeds from the sale of our common stock by this prospectus
and the applicable prospectus supplement will go to the selling
stockholders who offer and sell their shares of our common
stock. We will not receive any part of the proceeds from the
sale of these shares.
Selling stockholders
This prospectus covers the offering for resale of up to:
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4,900,000 shares of common stock held by ARC Acquisition
Co., L.L.C. and related entities, which were issued on
February 3, 2005 in exchange for ownership units in our
predecessor. The units were originally acquired in April 2000
from certain unitholders of our predecessor company. Such shares
are currently held by such purchasers, and their transferees. |
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1,900,000 shares of common stock held by Micro Device,
Inc., OCB Reprographics, Inc., Brownies Blueprint, Inc. and
Dietrich-Post Company, which were issued on February 3,
2005 in exchange for ownership units in our predecessor. The
units were originally issued in connection with the acquisition
of these businesses, all of which occurred in
November 1997. Such shares are currently held by such
companies. |
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200,000 shares of common stock issuable upon the exercise
of certain vested outstanding options held by Rahul Roy, our
Chief Technology Officer. |
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The applicable prospectus supplement will set forth, with
respect to each selling stockholder:
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the name of the selling stockholder; |
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the nature of the position, office or other material
relationship which the selling stockholder will have had within
the prior three years with us or any of our affiliates; |
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the number of shares of common stock owned by the selling
stockholder prior to the offering; |
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the number of shares of common stock to be offered for the
selling stockholders account; and |
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the amount and (if one percent or more) the percentage of shares
of common stock to be owned by the selling stockholder after the
completion of the offering. |
Pursuant to our agreements with certain of the selling
stockholders, all expenses incurred, excluding underwriting
discounts and commissions, in connection with the registration
of the shares of common stock owned by the selling stockholders
named above, other than OCB Reprographics, Inc. and Rahul Roy,
will be borne by us. OCB Reprographics and Rahul Roy each will
bear its or his pro-rata share of such expenses.
Additional selling stockholders may be identified by prospectus
supplement.
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Description of common stock and preferred stock
Our authorized capital stock consists of 150 million shares
of common stock, $.001 par value per share, and
25 million shares of undesignated preferred stock,
$.001 par value per share. As of March 1, 2006,
44,625,815 shares of common stock were issued and
outstanding, and no shares of our preferred stock were
outstanding.
The following description of our capital stock does not purport
to be complete and is subject to and is qualified in its
entirety by the description of our capital stock contained in
our amended and restated certificate of incorporation, a copy of
which is filed as an exhibit to the registration statement of
which this prospectus is a part. Reference is made to such
exhibit for a detailed description of the provisions thereof
summarized below.
Common stock
The holders of common stock are entitled to one vote for each
share held of record on all matters submitted to a vote of the
stockholders. Subject to preferences that may be applicable to
any outstanding preferred stock, holders of common stock are
entitled to receive ratably such dividends as may be declared by
the board of directors out of funds legally available for that
purpose. In the event of our liquidation, dissolution or winding
up, the holders of common stock are entitled to share ratably in
all assets remaining after payment of liabilities, subject to
the prior distribution rights of any outstanding preferred
stock. The common stock has no preemptive or conversion rights
or other subscription rights. The outstanding shares of common
stock are, and any shares of common stock to be issued pursuant
to this prospectus will be, fully paid and non-assessable.
Preferred stock
The board of directors has the authority, without further action
by the stockholders, to issue up to 25 million shares of
preferred stock, $.001 par value, in one or more series.
The board of directors also has the authority to designate the
rights, preferences, privileges, and restrictions of each such
series, including dividend rights, dividend rates, conversion
rights, voting rights, terms of redemption, redemption prices,
liquidation preferences, and the number of shares constituting
any series.
The issuance of preferred stock may have the effect of delaying,
deferring or preventing a change in control of our company
without further action by the stockholders. The issuance of
preferred stock with voting and conversion rights may also
adversely affect the voting power of the holders of common
stock. In certain circumstances, an issuance of preferred stock
could have the effect of decreasing the market price of the
common stock.
Certain effects of authorized but unissued stock
We have shares of common stock and preferred stock available for
future issuance without stockholder approval. These additional
shares may be used for a variety of corporate purposes,
including future public offerings to raise additional capital,
facilitate corporate acquisitions or payable as a dividend on
the capital stock.
The existence of unissued and unreserved common stock and
preferred stock may enable our board of directors to issue
shares in a strategic transaction to persons friendly to current
management or to issue preferred stock with terms that could
render more difficult or discourage an attempt to obtain control
of us by means of a merger, tender offer, proxy
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contest or otherwise, thereby protecting the continuity of our
management. In addition, the issuance of preferred stock could
adversely affect the voting power of holders of common stock and
the likelihood that such holders will receive dividend payments
and payments upon liquidation.
Registration rights agreement
As of March 1, 2006, holders of 20,483,627 shares of
common stock are entitled to rights with respect to the
registration of their shares under the Securities Act. These
registration rights are contained in a registration rights
agreement and are described below.
Demand Registrations. The holders of a majority of
the registrable securities held by ARC Acquisition Co., L.L.C.
and the holders of a majority of the registrable securities held
by Messrs. Chandramohan and Suriyakumar (or entities in
which they control a majority of the voting shares) are each
entitled (as a group) to request up to two registrations on
Form S-1 or
similar long-form registration statements, respectively, and two
short-form registrations on
Form S-2, S-3
or any similar short-form registration statements, respectively.
The holders of a majority of all other registrable securities
under this agreement are entitled to request one short-form
registration.
Piggyback Rights. The holders of registrable
securities other than those originally requesting registration
pursuant to a demand registration can request to participate in,
or piggyback on, any demand registration.
Piggyback Registrations. If we propose to register
any of our equity securities under the Securities Act (other
than pursuant to a demand registration of registrable securities
or a registration on
Form S-4 or
Form S-8) for us
or for holders of securities other than the registrable
securities, we will offer the holders of registrable securities
the opportunity to register their registrable securities.
Conditions and Limitations; Expenses. The
registration rights are subject to conditions and limitations,
including the right of the underwriters to limit the number of
shares to be included in a registration and our right to delay
or withdraw a registration statement under specified
circumstances. We will pay the registration expenses of the
holders of registrable securities in demand registrations and
piggyback registrations in connection with the registration
rights agreement.
Delaware anti-takeover law and charter and bylaw
provisions
Provisions of Delaware law and our charter documents could make
the acquisition of our company and the removal of incumbent
officers and directors more difficult. These provisions are
expected to discourage certain types of coercive takeover
practices and inadequate takeover bids and to encourage persons
seeking to acquire control of our company to negotiate with it
first. We believe that the benefits of increased protection of
its potential ability to negotiate with the proponent of an
unfriendly or unsolicited proposal to acquire or restructure our
company outweigh the disadvantages of discouraging such
proposals because, among other things, negotiation of such
proposals could result in an improvement of their terms.
Section 203. We are subject to the provisions
of Section 203 of the Delaware General Corporation Law. In
general, the statute prohibits a publicly-held Delaware
corporation from engaging in a business combination
with an interested stockholder for a period of three
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years after the date that the person became an interested
stockholder unless, subject to exceptions, the business
combination or the transaction in which the person became an
interested stockholder is approved in a prescribed manner.
Generally, a business combination includes a merger,
asset or stock sale, or other transaction resulting in a
financial benefit to the stockholder. Generally, an
interested stockholder is a person who, together
with affiliates and associates, owns, or within three years
prior, did own, 15% or more of the corporations voting
stock. These provisions may have the effect of delaying,
deferring or preventing a change in control of our company
without further action by the stockholders.
Special Stockholder Meetings. Our amended and
restated certificate of incorporation provides that special
meetings of the stockholders for any purpose or purposes, unless
required by law, may only be called by the board of directors,
the chairman of the board, if any, the chief executive officer
or the president. This limitation on the ability to call a
special meeting could make it more difficult for stockholders to
initiate actions that are opposed by the board. These actions
could include the removal of an incumbent director or the
election of a stockholder nominee as a director. They could also
include the implementation of a rule requiring stockholder
ratification of specific defensive strategies that have been
adopted by the board with respect to unsolicited takeover bids.
In addition, the limited ability to call a special meeting of
stockholders may make it more difficult to change the existing
board and management.
Board of Directors. Subject to the rights of the
holders of any outstanding series of preferred stock, our
amended and restated certificate of incorporation authorizes
only the board of directors to fill vacancies, including newly
created directorships. Our amended and restated certificate of
incorporation also provides that directors may be removed by
stockholders only by affirmative vote of holders of two-thirds
of the outstanding shares of voting stock.
Supermajority Vote to Amend Charter and Bylaws. Our
amended and restated certificate of incorporation and amended
and restated bylaws each provide that our bylaws may be amended
by our stockholders only with a two-thirds vote of the
outstanding shares. In addition, our amended and restated
certificate of incorporation provides that its provisions
related to, among other things, limitation of director liability
and indemnification may only be amended by a two-thirds vote of
the outstanding shares.
No Stockholder Action by Written Consent. Our
amended and restated certificate of incorporation provides that,
after this offering, stockholder action can be taken only at an
annual or special meeting of stockholders and may not be taken
by written consent. The amended and restated bylaws provide that
special meetings of stockholders can be called only by the board
of directors, the chairman of the board, if any, the chief
executive officer and the president. Moreover, the business
permitted to be conducted at any special meeting of stockholders
is limited to the business brought before the meeting by the
board of directors, the chairman of the board, if any, and the
President.
Advance Notice Procedures. Our amended and restated
bylaws provide for an advance notice procedure for the
nomination, other than by or at the direction of our board of
directors, of candidates for election as directors as well as
for other stockholder proposals to be considered at annual
meetings of stockholders.
Indemnification provisions
Our amended and restated certificate of incorporation limit the
liability of directors to the maximum extent permitted by
Delaware law. Delaware law expressly permits a corporation to
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provide that its directors will not be personally liable for
monetary damages for breach of their fiduciary duties as
directors, except liability for:
any breach of their duty of loyalty to the
corporation or its stockholders;
acts or omissions that are not in good faith or
that 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 director derived an
improper personal benefit.
These express limitations do not apply to liabilities arising
under the federal securities laws and do not affect the
availability of equitable remedies, including injunctive relief
or rescission.
The provisions of Delaware law that relate to indemnification
expressly state that the rights provided by the statute are not
exclusive and are in addition to any rights provided in a
certificate of incorporation, bylaws, agreement or otherwise.
Our amended and restated certificate of incorporation provides
that we will indemnify our directors and officers, to the
maximum extent permitted by law and that we may indemnify other
employees and agents. Our amended and restated bylaws also
permit us to secure insurance on behalf of any officer,
director, employee or agent for any liability arising out of
actions in his or her capacity as an officer, director, employee
or agent. We have an insurance policy that insures our directors
and officers against losses, above a deductible amount, from
specified types of claims. We believe that these provisions and
policies will help us attract and retain qualified persons.
The limited liability and indemnification provisions in our
amended and restated certificate of incorporation, amended and
restated bylaws and any related indemnification agreements may
discourage stockholders from bringing a lawsuit against our
directors for breach of their fiduciary duties and may reduce
the likelihood of derivative litigation against our directors
and officers, even though a derivative action, if successful,
might otherwise benefit us and our stockholders. A
stockholders investment in us may be adversely affected to
the extent we pay the costs of settlement or damage awards
against our directors and officers under these indemnification
provisions.
At present, there is no pending litigation or proceeding
involving any of our directors, officers or employees in which
indemnification is sought, nor are we aware of any threatened
litigation that may result in claims for indemnification.
Insofar as indemnification for liabilities arising under the
Securities Act may be permitted to our directors, officers,
employees, and agents under our restated certificate of
incorporation or any related indemnification agreements we have
been advised that, in the opinion of the SEC, this
indemnification is against public policy as expressed in the
Securities Act and is, therefore, unenforceable.
Transfer agent and registrar
The transfer agent and registrar for our common stock is Mellon
Investor Services LLC.
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Plan of distribution
The selling stockholders may sell the common stock:
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through underwriters or dealers; |
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through agents; or |
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directly to purchasers. |
We will describe in a prospectus supplement, the particular
terms of the offering of the common stock, including the
following:
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the names of any underwriters; |
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the purchase price and the proceeds the selling stockholders
will receive from the sale; |
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any underwriting discounts and other items constituting
underwriters compensation; |
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any initial public offering price and any discounts or
concessions allowed or reallowed or paid to dealers; and |
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any other information we think is important. |
If the selling stockholders use underwriters in the sale, such
underwriters will acquire the securities for their own account.
The underwriters may resell the securities in one or more
transactions, including negotiated transactions, at a fixed
public offering price or at varying prices determined at the
time of sale.
The securities may be either offered to the public through
underwriting syndicates represented by managing underwriters or
by underwriters without a syndicate. The obligations of the
underwriters to purchase the securities will be subject to
certain conditions. The underwriters will be obligated to
purchase all the securities offered if any of the securities are
purchased. The underwriters may change from time to time any
initial public offering price and any discounts or concessions
allowed or reallowed or paid to dealers.
The selling stockholders may sell offered securities through
agents designated by the selling stockholders. Any agent
involved in the offer or sale of the securities for which this
prospectus is delivered will be named, and any commissions
payable to that agent will be set forth, in the prospectus
supplement. Unless indicated in the prospectus supplement, the
agents have agreed to use their reasonable best efforts to
solicit purchases for the period of their appointment.
The selling stockholders also may sell offered securities
directly. In this case, no underwriters or agents would be
involved.
The selling stockholders may enter into derivative transactions
with third parties, or sell securities not covered by this
prospectus to third parties in privately negotiated
transactions. If the applicable prospectus supplement indicates,
in connection with those derivatives, the third parties may sell
securities covered by this prospectus and the applicable
prospectus supplement, including in short sale transactions.
If so, the third parties may use securities pledged by the
selling stockholders or borrowed from the selling stockholders
or others to settle those sales or to close out any related open
borrowings of stock, and may use securities received from the
selling stockholders in settlement of those derivatives to close
out any related open borrowings of stock. The third parties in
such sale transactions will be underwriters and, if not
identified in this prospectus, will be identified in the
applicable prospectus supplement (or a post-effective amendment).
9
The selling stockholders may loan or pledge securities to a
financial institution or other third party that in turn may sell
the securities using this prospectus.
Underwriters, dealers and agents that participate in the
distribution of the common stock may be underwriters as defined
in the Securities Act of 1933, as amended, or Securities Act,
and any discounts or commissions received by them from the
selling stockholders and any profit on the resale of the offered
securities by them may be treated as underwriting discounts and
commissions under the Securities Act. We will identify any
underwriters or agents, and describe their compensation, in a
prospectus supplement. In compliance with the guidelines of the
NASD, the maximum commission or discount to be received by any
NASD member of independent broker-dealer may not exceed 8% of
the aggregate principal amount of the securities offered
pursuant to a prospectus supplement.
Certain of any such underwriters and agents, including their
associates, may be customers of, engage in transactions with and
perform services for us and our subsidiaries in the ordinary
course of business.
We or the selling stockholders may have agreements with the
underwriters, dealers and agents to indemnify them against
certain civil liabilities, including liabilities under the
Securities Act, or to contribute with respect to payments which
the underwriters, dealers or agents may be required to make.
Underwriters, dealers and agents may engage in transactions
with, or perform services for, us or our subsidiaries in the
ordinary course of their businesses.
In order to facilitate the offering of the securities, any
underwriters or agents, as the case may be, involved in the
offering of such securities may engage in transactions that
stabilize, maintain or otherwise affect the price of such
securities or any other securities the prices of which may be
used to determine payments on such securities. Specifically, the
underwriters or agents, as the case may be, may overallot in
connection with the offering, creating a short position in such
securities for their own account. In addition, to cover
overallotments or to stabilize the price of such securities or
any such other securities, the underwriters or agents, as the
case may be, may bid for, and purchase, such securities or any
such other securities in the open market. Finally, in any
offering of such securities through a syndicate of underwriters,
the underwriting syndicate may reclaim selling concessions
allotted to an underwriter or a dealer for distributing such
securities in the offering if the syndicate repurchases
previously distributed securities in transactions to cover
syndicate short positions, in stabilization transaction or
otherwise. Any of these activities may stabilize or maintain the
market price of the securities above independent market levels.
The underwriters or agents, as the case may be, are not required
to engage in these activities, and may end any of these
activities at any time.
10
Validity of the securities
The validity of the shares of common stock will be passed upon
for American Reprographics Company by Hanson, Bridgett, Marcus,
Vlahos & Rudy, LLP, San Francisco, California.
Experts
The consolidated financial statements incorporated in this
prospectus by reference from American Reprographics
Companys Annual Report on
Form 10-K for the
year ended December 31, 2005 have been so incorporated in
reliance on the report of PricewaterhouseCoopers LLP, an
independent registered public accounting firm, given on the
authority of said firm as experts in auditing and accounting.
Where you can find more information
We file annual, quarterly and other reports and other
information with the SEC. You may read and copy any document we
file at the SECs public reference room at 100 F Street,
NE, Room 1580 Washington, D.C. 20549. Please call the
SEC at 1-800-732-0330
for further information on their public reference room. Our SEC
filings are also available at the SECs web site at
http://www.sec.gov. You can also obtain information about us at
the offices of the New York Stock Exchange, 20 Broad
Street, New York, New York 10005. You may also obtain
information about us at our Internet website at
http://www.e-arc.com. However, the information on our website
does not constitute a part of this prospectus.
11
Certain documents incorporated by reference
In this document, we incorporate by reference the
information we file with the SEC, which means that we can
disclose important information to you by referring to that
information. The information incorporated by reference is
considered to be a part of this prospectus, and later
information filed with the SEC will update and supersede this
information. Notwithstanding this statement, however, you may
rely on information that has been filed at the time you made
your investment decision. We incorporate by reference the
documents listed below:
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(a) Our Annual Report on
Form 10-K for the
fiscal year ended December 31, 2005; |
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(b) Our Current Reports on
Form 8-K filed
January 11, 2006, January 12, 2006, February 2,
2006, March 2, 2006 and March 23, 2006; and |
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|
(c) The description of our common stock that is contained
in the registration statement on
Form 8-A filed on
January 13, 2005 (File No. 001-32407) under the Securities
Exchange Act of 1934, as amended (the Exchange Act),
including any amendment or report filed for the purpose of
updating such description. |
We also incorporate by reference all future filings we make with
the SEC under Sections 13(a), 13(c), 14 or 15(d) of the
Exchange Act on or (1) after the date of the filing of the
registration statement containing this prospectus and prior to
the effectiveness of such registration statement and
(2) after the date of this prospectus and prior to the
termination of any offering made hereby.
You may request a copy of these filings, at no cost, by writing
or telephoning us at the following address:
American Reprographics Company
1981 N. Broadway, Suite 385
Walnut Creek, California 94596
Attention: Investor Relations
Telephone: 1-925-945-5100
You should rely only on the information provided in this
document or incorporated in this document by reference. We have
not authorized anyone to provide you with different information.
You should not assume that the information in this document,
including any information incorporated herein by reference, is
accurate as of any date other than that on the front of the
document. Any statement incorporated herein shall be deemed to
be modified or superseded for purposes of this prospectus to the
extent that a statement contained herein modifies or supersedes
such statement. Any statement so modified or superseded shall
not be deemed, except as so modified or superseded, to
constitute a part of this prospectus.
12
Part II
Information not required in the prospectus
Item 14. Other
expenses of issuance and distribution.
The following table sets forth the costs and expenses payable by
the registrant in connection with the offerings described in
this registration statement. All of the amounts shown are
estimates except the registration fee.
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SEC registration fee
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$ |
24,298 |
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NASD filing fee
|
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23,208 |
|
Legal fees and expenses
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275,000 |
|
Accounting fees and expenses
|
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80,000 |
|
Financial printers fees and expenses
|
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20,000 |
|
Transfer agent fees and expenses
|
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10,000 |
|
Miscellaneous expenses
|
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17,494 |
|
|
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Total
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$ |
450,000 |
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Item 15. Indemnification
of directors and officers.
Section 102 of the Delaware General Corporation Law, as
amended, allows a corporation to eliminate the personal
liability of a director of a corporation to the corporation or
its stockholders for monetary damages for breach of fiduciary
duty as a director, except where the director breached his or
her duty of loyalty to the corporation or its stockholders,
failed to act in good faith, engaged in intentional misconduct
or knowingly violated a law, authorized the payment of a
dividend or approved a stock purchase or redemption in violation
of Delaware corporate law or obtained an improper personal
benefit.
Section 145 of the Delaware General Corporation Law
provides, among other things, that a corporation may indemnify
any person who was or is a party or is threatened to be made a
party to any threatened, pending or completed action, suit or
proceeding (other than an action by or in the right of the
corporation) by reason of the fact that the person is or was a
director, officer, employee or agent of the corporation, or is
or was serving at the corporations request as a director,
officer, employee or agent of another corporation, partnership,
joint venture, trust or other enterprise, against expenses,
including attorneys fees, judgments, fines and amounts
paid in settlement actually and reasonably incurred by the
person in connection with the action, suit or proceeding. The
power to indemnify applies (i) if such person is successful
on the merits or otherwise in defense of any action, suit or
proceeding or (ii) if such person acted in good faith and
in a manner he reasonably believed to be in or not opposed to
the best interests of the corporation, and with respect to any
criminal action or proceeding, had no reasonable cause to
believe his conduct was unlawful. The power to indemnify applies
to actions brought by or in the right of the corporation as
well, but only to the extent of defense expenses (including
attorneys fees but excluding amounts paid in settlement)
actually and reasonably incurred by the indemnified person and
not to any satisfaction of judgment or settlement of the claim
itself, and with the further limitation that in such actions no
indemnification shall be made in the event such person is
adjudged liable to the corporation unless a court believes that
in light of all the circumstances indemnification should apply.
II-1
Section 174 of the Delaware General Corporation Law
provides, among other things, that a director who willfully and
negligently approves an unlawful payment of dividends or an
unlawful stock purchase or redemption may be held liable for
such actions. A director who was either absent when the unlawful
actions were approved or dissented at the time may avoid
liability by causing his or her dissent to such actions to be
entered in the books containing the minutes of the meetings of
the board of directors at the time the action occurred or
immediately after the absent director receives notice of the
unlawful acts.
Article VI of the registrants Amended and Restated
Certificate of Incorporation provides that the liability of the
directors for monetary damages shall be eliminated to the
fullest extent under applicable law. The registrants
Bylaws provide that it may indemnify any person who is or was a
director, officer or employee of the registrant to the fullest
extent permitted by Delaware law. The indemnification provisions
contained in the registrants Bylaws are not exclusive of
any other rights to which a person may be entitled by law,
agreement or vote of stockholders or disinterested directors or
otherwise.
The registrant has entered, and will enter, into indemnification
agreements with each officer and director which provide
indemnification under certain circumstances for acts and
omissions which may not be covered by any directors and
officers liability insurance. The indemnification
agreements may require the registrant, among other things, to
indemnify its officers and directors against certain liabilities
that may arise by reason of their status or service as officers
and directors (other than liabilities arising from willful
misconduct of a culpable nature), to advance their expenses
incurred as a result of any proceeding against them as to which
they could be indemnified, and to obtain officers and
directors insurance if available on reasonable terms.
Item 16. Exhibits.
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Exhibit |
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Number |
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Exhibit |
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1.1 |
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Form of Underwriting Agreement.*
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4.1 |
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Amended and Restated Certificate of
Incorporation (incorporated by reference from Exhibit 3.1
to the Registrants Form 10-K for the year ended
December 31, 2004).
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4.2 |
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Amended and Restated Bylaws
(incorporated by reference from Exhibit 3.2 to the
Registrants Form 10-K for the year ended
December 31, 2004).
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4.3 |
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Specimen Stock Certificate
(incorporated by reference to Exhibit 4.1 to the
Registrants Registration Statement on Form S-1/ A
(Reg. No. 333-119788), as amended on January 13, 2005).
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5.1 |
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Opinion of Hanson, Bridgett,
Marcus, Vlahos & Rudy LLP.
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23.1 |
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Consent of Pricewaterhouse Coopers
LLP.
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23.2 |
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Consent of Hanson, Bridgett,
Marcus, Vlahos & Rudy LLP (included in
Exhibit 5.1).
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24.1 |
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Powers of Attorney (included on
page II-6).
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II-2
* To be filed by amendment or
Form 8-K.
Item 17. Undertakings.
(a) The undersigned registrant hereby undertakes:
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(1) To file, during any period in which offers or sales are
being made, a post-effective amendment to this registration
statement: |
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(i) To include any prospectus required by
Section 10(a)(3) of the Securities Act of 1933; |
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(ii) To reflect in the prospectus any facts or events
arising after the effective date of the 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 the registration statement.
Notwithstanding the foregoing, any increase or decrease in
volume of securities offered (if the total dollar value of
securities offered would not exceed that which was registered)
and any deviation from the low or high end of the estimated
maximum offering range may be reflected in the form of
prospectus filed with the Commission pursuant to
Rule 424(b) if, in the aggregate, the changes in volume and
price represent no more than a 20% change in the maximum
aggregate offering price set forth in the Calculation of
Registration Fee table in the effective registration
statement; |
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(iii) To include any material information with respect to
the plan of distribution not previously disclosed in the
registration statement or any material change to such
information in the registration statement; |
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Provided, however, that, |
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Paragraphs (a)(1)(i), (a)(1)(ii) and (a)(1)(iii) of this
section do not apply if the registration statement is on
Form S-3 or
Form F-3 and the
information required to be included in a post-effective
amendment by those paragraphs is contained in reports filed with
or furnished to the Commission by the registrant pursuant to
Section 13 or Section 15(d) of the Securities Exchange
Act of 1934 that are incorporated by reference in the
registration statement, or is contained in a form of prospectus
filed pursuant to Rule 424(b) that is part of the
registration statement. |
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(2) That, for the purpose of determining any liability
under the Securities Act of 1933, 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. |
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(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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(4) That, for the purpose of determining liability under
the Securities Act of 1933 to any purchaser: |
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(i) If the registrant is relying on Rule 430B: |
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(A) Each prospectus filed by the registrant pursuant to
Rule 424(b)(3) shall be deemed to be part of the
registration statement as of the date the filed prospectus was
deemed part of and included in the registration
statement; and |
II-3
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(B) Each prospectus required to be filed pursuant to
Rule 424(b)(2), (b)(5), or (b)(7) as part of a registration
statement in reliance on Rule 430B relating to an offering
made pursuant to Rule 415(a)(1)(i), (vii), or (x) for
the purpose of providing the information required by
Section 10(a) of the Securities Act of 1933 shall be deemed
to be part of and included in the registration statement as of
the earlier of the date such form of prospectus is first used
after effectiveness or the date of the first contract of sale of
securities in the offering described in the prospectus. As
provided in Rule 430B, for liability purposes of the issuer
and any person that is at that date an underwriter, such date
shall be deemed to be a new effective date of the registration
statement relating to the securities in the registration
statement to which that prospectus relates, and the offering of
such securities at that time shall be deemed to be the initial
bona fide offering thereof. Provided, however, that no statement
made in a registration statement or prospectus that is part of
the registration statement or made in a document incorporated or
deemed incorporated by reference into the registration statement
or prospectus that is part of the registration statement will,
as to a purchaser with a time of contract of sale prior to such
effective date, supersede or modify any statement that was made
in the registration statement or prospectus that was part of the
registration statement or made in any such document immediately
prior to such effective date. |
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(5) That, for the purpose of determining liability of the
registrant under the Securities Act of 1933 to any purchaser in
the initial distribution of the securities: |
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The undersigned registrant undertakes that in a primary offering
of securities of the undersigned registrant pursuant to this
registration statement, regardless of the underwriting method
used to sell the securities to the purchaser, if the securities
are offered or sold to such purchaser by means of any of the
following communications, the undersigned registrant will be a
seller to the purchaser and will be considered to offer or sell
such securities to such purchaser: |
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(i) Any preliminary prospectus or prospectus of the
undersigned registrant relating to the offering required to be
filed pursuant to Rule 424; |
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(ii) Any free writing prospectus relating to the offering
prepared by or on behalf of the undersigned registrant or used
or referred to by the undersigned registrant; |
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(iii) The portion of any other free writing prospectus
relating to the offering containing material information about
the undersigned registrant or its securities provided by or on
behalf of the undersigned registrant; and |
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(iv) Any other communication that is an offer in the
offering made by the undersigned registrant to the purchaser. |
(b) The undersigned registrant hereby undertakes that, for
purposes of determining any liability under the Securities Act
of 1933, each filing of the registrants annual report
pursuant to Section 13(a) or Section 15(d) of the
Securities Exchange Act of 1934 (and, where applicable, each
filing of an employee benefit plans annual report pursuant
to Section 15(d) of the Securities Exchange Act of 1934)
that is incorporated by reference in the 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.
II-4
(c) Insofar as indemnification for liabilities arising
under the Securities Act of 1933 may be permitted to directors,
officers and controlling persons of the registrant pursuant to
the foregoing provisions, or otherwise, the registrant has been
advised that in the opinion of the Securities and Exchange
Commission such indemnification is against public policy as
expressed in the 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 Act and will be governed by the final adjudication of such
issue
II-5
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-3 and has
duly caused this amendment no. 1 to the registration
statement to be signed on its behalf by the undersigned,
thereunto duly authorized, in the City of Glendale, State of
California, on March 28, 2006.
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AMERICAN REPROGRAPHICS COMPANY |
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By: |
/s/ Sathiyamurthy
Chandramohan
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Sathiyamurthy Chandramohan |
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Chief Executive Officer |
Pursuant to the requirements of the Securities Act of 1933, this
amendment no. 1 to the registration statement has been
signed by the following persons in the capacities and on the
dates indicated.
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Signature |
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Title |
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Date |
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/s/
Sathiyamurthy
Chandramohan
Sathiyamurthy
Chandramohan
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Chief Executive Officer;
Chairman
of the Board of Directors
(Principal Executive Officer)
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March 28, 2006
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*
Kumarakulasingam
Suriyakumar
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President; Chief Operating
Officer; Director
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March 28, 2006
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*
Mark W.
Legg
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Chief Financial Officer;
Secretary
(Principal Financial Officer and
Principal Accounting Officer)
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March 28, 2006
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II-6
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Signature |
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Title |
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Date |
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*
Thomas
J. Formolo
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Director
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March 28, 2006
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*
Manuel
Perez de la Mesa
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Director
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March 28, 2006
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*
Edward
D. Horowitz
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Director
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March 28, 2006
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*
Mark W.
Mealy
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Director
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March 28, 2006
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*
Dewitt
Kerry McCluggage
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Director
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March 28, 2006
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* By: /s/
Sathiyamurthy
Chandramohan
Sathiyamurthy
Chandramohan
Attorney-in-Fact
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II-7
Index to exhibits
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|
Exhibit |
|
|
Number |
|
Exhibit |
|
|
|
|
1 |
.1 |
|
Form of Underwriting Agreement.*
|
|
4 |
.1 |
|
Amended and Restated Certificate of
Incorporation (incorporated by reference from Exhibit 3.1
to the Registrants Form 10-K for the year ended
December 31, 2004).
|
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4 |
.2 |
|
Amended and Restated Bylaws
(incorporated by reference from Exhibit 3.2 to the
Registrants Form 10-K for the year ended
December 31, 2004).
|
|
4 |
.3 |
|
Specimen Stock Certificate
(incorporated by reference to Exhibit 4.1 to the
Registrants Registration Statement on Form S-1/ A
(Reg. No. 333-119788), as amended on January 13, 2005).
|
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5 |
.1 |
|
Opinion of Hanson, Bridgett,
Marcus, Vlahos & Rudy LLP.
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23 |
.1 |
|
Consent of Pricewaterhouse Coopers
LLP.
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23 |
.2 |
|
Consent of Hanson, Bridgett,
Marcus, Vlahos & Rudy LLP (included in
Exhibit 5.1).
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24 |
.1 |
|
Powers of Attorney (included on
page II-6).
|
* To be filed by amendment or
Form 8-K.