Post-effective Amendment to Registration Statement (pos Am)
February 06 2014 - 3:00PM
Edgar (US Regulatory)
As filed with the Securities and Exchange Commission on February 6, 2014
Registration No. 333-62317
UNITED STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington, D.C. 20549
POST-EFFECTIVE AMENDMENT NO. 1
TO
FORM S-4
REGISTRATION STATEMENT NO. 333-62317
UNDER
THE
SECURITIES ACT OF 1933
CONSOLIDATED GRAPHICS, INC.
(Exact Name of Registrant as Specified in Its Charter)
|
|
|
Texas
|
|
76-0190827
|
(State of Incorporation)
|
|
(IRS Employer
Identification No.)
|
5858 Westheimer, Suite 200
Houston, Texas 77057
(713) 787-0977
(Address,
including Zip Code, and Telephone Number, Including Area Code, of Registrants Principal Executive Offices)
Suzanne S.
Bettman
R.R. Donnelley & Sons Company
111 South Wacker Drive
Chicago, Illinois 60606-4301
(312) 326-8000
(Name,
Address, including Zip Code, and Telephone Number, including Area Code, of Agent for Service)
Approximate
date of commencement of proposed sale to the public: Not Applicable
If the securities being
registered on this form are being offered in connection with the formation of a holding company and there is compliance with General Instruction G, please check the following box.
¨
If this form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act of 1933, as amended (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.
¨
If this form is a post-effective amendment filed pursuant to Rule 462(d) 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.
¨
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See
the definitions of large accelerated filer, accelerated filer and smaller reporting company in Rule 12b-2 of the Exchange Act. (Check one):
|
|
|
|
|
|
|
Large accelerated filer
|
|
¨
|
|
Accelerated filer
|
|
x
|
|
|
|
|
Non-accelerated filer
|
|
¨
(Do not check if a smaller reporting company)
|
|
Smaller reporting company
|
|
¨
|
This Post-Effective Amendment No. 1 to the Registration Statement on Form S-4 (No. 333-62317) shall hereafter become
effective in accordance with the provisions of Section 8(c) of the Securities Act.
DEREGISTRATION OF UNSOLD SECURITIES
This Post-Effective Amendment relates to the Registration Statement on Form S-4 (No. 333-62317) (the
Registration
Statement
) filed by Consolidated Graphics, Inc., a Texas corporation (
Consolidated Graphics
) with the Securities and Exchange Commission on August 26, 1998, as amended by Amendment No. 1, filed on
August 31, 1998, which registered the offering of an aggregate of 2,000,000 shares of common stock of Consolidated Graphics, $0.01 par value per share.
Consolidated Graphics entered into an Agreement and Plan of Merger (the
Merger Agreement
), dated as of October 23,
2013, by and among Consolidated Graphics, R.R. Donnelley & Sons Company, a Delaware corporation (
R.R. Donnelley
), and Hunter Merger Sub, Inc. a Delaware corporation and a wholly owned subsidiary of R.R. Donnelley
(
Merger Sub
), pursuant to which Merger Sub merged with and into Consolidated Graphics (the
Merger
), with Consolidated Graphics surviving the Merger as a wholly owned subsidiary of R.R. Donnelley upon the terms
and subject to the conditions set forth in the Merger Agreement.
The Merger became effective on January 31, 2014.
In connection with the Merger, the offering pursuant to the Registration Statement has been terminated. Consolidated Graphics hereby removes
from registration the securities registered under the Registration Statement that remain unsold as of the filing date of this Post-Effective Amendment.
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as amended, the Registrant certifies that it has reasonable grounds to believe
that it meets all of the requirements for filing on Form S-4 and has duly caused this Post-Effective Amendment to the Registration Statement described above to be signed on its behalf by the undersigned, thereunto duly authorized, in the City
of Chicago, State of Illinois, on February 5, 2014.
|
|
|
CONSOLIDATED GRAPHICS, INC.
|
|
|
By:
|
|
/s/ Suzanne S. Bettman
|
Name:
|
|
Suzanne S. Bettman
|
Title:
|
|
Executive Vice-President, Secretary and Chief Compliance Officer
|
Pursuant to the requirements of the Securities Act of 1933, as amended, this Post-Effective Amendment to
the Registration Statement described above has been signed by the following persons in the capacities and on the dates indicated.
|
|
|
|
|
Signature
|
|
Title
|
|
Date
|
|
|
|
/s/ Thomas J. Quinlan, III
|
|
President and Chief Executive Officer
|
|
February 5, 2014
|
Thomas J. Quinlan, III
|
|
(Principal Executive Officer)
|
|
|
|
|
|
/s/ Daniel N. Leib
|
|
Chief Financial Officer
|
|
February 5, 2014
|
Daniel N. Leib
|
|
(Principal Financial Officer)
|
|
|
|
|
|
/s/ Andrew B. Coxhead
|
|
Senior Vice President and Chief Accounting Officer
|
|
February 5, 2014
|
Andrew B. Coxhead
|
|
(Principal Accounting Officer)
|
|
|
|
|
|
/s/ Janet M. Halpin
|
|
Director
|
|
February 5, 2014
|
Janet M. Halpin
|
|
|
|
|
|
|
|
/s/ Christine M. Maki
|
|
Director
|
|
February 5, 2014
|
Christine M. Maki
|
|
|
|
|
Cons Graphics (NYSE:CGX)
Historical Stock Chart
From Sep 2024 to Oct 2024
Cons Graphics (NYSE:CGX)
Historical Stock Chart
From Oct 2023 to Oct 2024