As filed with the Securities and Exchange Commission on April 23, 2001
Registration No. 333-
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM S-3
REGISTRATION STATEMENT
Under
THE SECURITIES ACT OF 1933
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BELL & HOWELL COMPANY
(Exact name of registrant as specified in its charter)
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Delaware 7375 36-3580106
(State or other jurisdiction of (Primary Standard (I.R.S. Employer
incorporation or organization) Industrial Classification Identification No.)
Code Number)
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300 North Zeeb Road
Ann Arbor, Michigan 48103
(734) 761-4700
(Address, including zip code, and telephone number, including
area code, of registrant's executive offices)
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Todd Buchardt
General Counsel
Bell & Howell Company
300 North Zeeb Road
Ann Arbor, Michigan 48103
(734) 761-4700
(Name, address, including zip code, and telephone number, including
area code, of agent for service)
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Copy To:
WILLIAM J. McGRATH, P.C.
McDermott, Will & Emery
227 West Monroe Street, Suite 3100
Chicago, Illinois 60606-5096
(312) 372-2000
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Approximate date of commencement of proposed sale to the public: From time to
time after the effective date of this registration statement.
If the only securities being registered on this Form are being offered pursuant
to dividend or interest reinvestment plans, please check the following box. |_|
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. |X|
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. |_|
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. |_| __________
If delivery of the prospectus is expected to be made pursuant to Rule 434,
please check the following box. |_|
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Calculation of Registration Fee
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Proposed maximum Proposed maximum aggregate
Title of each class of Amount to be offering price per offering price(2) Amount of
securities to be registered registered (1) share(2) registration fee
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Common Stock (par value $.001 4,362,999 $21.74 $94,851,599 $23,713
per share)
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(1) Maximum number of shares that may be offered. Pursuant to Rule 416 of the
Securities Act of 1933, as amended, in addition to the shares set forth in
the table, the amount to be registered includes an indeterminate number of
shares issuable as a result of stock splits, stock dividends and
anti-dilution provisions.
(2) Estimated solely for the purpose of calculating the registration fee
pursuant to Rule 457(c) based on the average of the high and low sales
prices of the Common Stock on the New York Stock Exchange on April 17,
2001.
The registrant hereby amends 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 the Registration Statement shall become
effective on such date as the Commission acting pursuant to said Section 8(a),
may determine.
Information contained 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 buy these securities in any state where the offer or sale is not
permitted.
SUBJECT TO COMPLETION, DATED April 23, 2001
PROSPECTUS
4,362,999 Shares
BELL & HOWELL COMPANY
COMMON STOCK
The selling stockholders named in this prospectus may offer and sell up
to 4,362,999 shares of our common stock. Each selling stockholder may sell the
stock on terms to be determined at the time of sale. We will not receive any
proceeds from this offering.
Our common stock is listed on the New York Stock Exchange under the
symbol "BHW." On ___________, 2001, the closing sale price of our common stock
on the New York Stock Exchange was $____ per share.
See "Risk Factors" on page ___ to read about certain factors you should
consider before buying our common stock.
Neither the Securities and Exchange Commission nor any state securities
commission has approved or disapproved of these securities or determined if this
Prospectus is truthful or complete. Any representation to the contrary is a
criminal offense.
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The date of this Prospectus is ________________, 2001
TABLE OF CONTENTS
Summary.....................................................................2
Risk Factors................................................................4
Use of Proceeds.............................................................11
Selling Stockholders........................................................12
Plan of Distribution........................................................12
About This Prospectus.......................................................13
Where You Can Find More Information.........................................14
Experts.....................................................................14
SUMMARY
Because this is a summary, it does not contain all of the information
about us that may be important to you. You should read the entire prospectus,
and the more detailed information and the financial statements and related notes
which are incorporated by reference in this prospectus. The terms "Company,"
"our" and "we" refer to "Bell & Howell Company" and its subsidiaries, except
where it is clear that the information relates only to Bell & Howell Company.
We are a leading global information solutions provider. Within our two
business segments, information and learning, and publishing services, we develop
and market information services and systems that are focused on the needs of our
customers in select vertical niches, including libraries of all kinds
(government, college/university, corporate and public) and transportation and
vehicle dealers. Our unique databases, proprietary access tools, value-added
services, and software applications are designed to meet customers' increasing
information needs, which have evolved well beyond the mere availability of
information. Customers' demands for more efficient and effective access to
relevant data for specific information requirements are being driven by their
needs to reduce search time and cost while performing more focused yet
comprehensive searches. Our information and learning and publishing services
businesses provide solutions to these customer needs.
In the first quarter of fiscal 2000, we adopted a plan to divest our
mail and messaging technologies and imaging businesses and our financing
subsidiary. Accordingly, the operating results and net assets of these
businesses have been segregated from our continuing operations. Within our mail
and messaging technologies business, we develop and market a complete range of
high volume mail processing systems and services, which are designed to expand
the capabilities and improve the efficiency and effectiveness of customers'
mailing operations.
Within our imaging segment, we develop and market imaging systems and
components, including providing maintenance and other value-added services, that
enable our customers to effectively file and access their documents and records,
with a focus on financial institutions, governmental agencies and other paper
intensive industries.
Our information and learning business is the world's leading value-add
aggregator and integrator of information and learning applications from
periodicals and newspapers, dissertations,out-of-print books and other scholarly
collections. This information can be accessed via the internet, in other
electronic media, such as CD-ROM and magnetic tape, or on microfilm and paper.
We aggregate the works of publishers and authors, add value through the creation
of proprietary abstracts and indices, software, editorial process, as well as by
creating thematic collections and learning applications for easy access by our
library customers, students, professors, and life-long learners. Our
comprehensive database consists of over 20,000 periodical titles and 7,000
newspaper titles, as well as its unique content base consisting of 1.5 million
dissertations, 390,000 out-of-print books, 550 research collections, and over 15
million proprietary abstracts for on-line/other electronic retrieval. This
content is primarily English-language based but also includes content in German
and Spanish. The ability to provide our customers with the full image as
originally published distinguishes us from other information providers which
typically store and provide information in a text-only format, omitting
essential charts, graphs, pictures and other images. Furthermore, we
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distinguish ourselves by providing content that has been enhanced by our
rigorous editorial process and made robust by software and learning applications
that yield more relevant search results. Until recently the focus of the
electronic products has been on current data, but with the "Digital Vault
Initiative", we are tapping into our microfilm vault to digitize and bring alive
important, difficult to find content from the 1980s back to the 1400s. Customers
include libraries and information centers, colleges and universities, public,
corporate and government libraries as well as a number of well known information
providers that resell our electronic content primarily within the corporate
desktop user market.
In December 1999, we combined our kindergarten through twelfth grade ("K-12")
internet business with the K-12 internet business from Infonautics, Inc. to form
bigchalk.com. We own approximately 38% of bigchalk.com. Bigchalk.com develops
and markets products and services for research, curriculum integration,
assessment, professional development, online community, and e-commerce for
teachers, students, parents, librarians and school administrators in the K-12
educational community.
Our publishing services business is a leading provider of turnkey systems
(including database content, information updates, service, software as well as
hardware) used to manage the parts area of automotive dealerships and to provide
total information systems for powersports (motorcycle and marine) and
recreational vehicle dealerships. Our automotive customer base consists
principally of franchised dealerships, including General Motors, Chrysler, Ford,
Mercedes Benz, Toyota, Lexus, Land Rover, Porsche, Honda, Nissan, Volvo, Isuzu,
Subaru, Hyundai, Kia, Suzuki, and Western Star. For our automotive customers, we
create and market turnkey systems in 17 languages consisting primarily of
electronic parts catalogs which allow automotive dealerships to electronically
access manufacturers' proprietary technical documentation (such as parts
catalogs, parts and service bulletins and other reference materials) and to
interface with other important information systems (such as inventory management
and billing) within the dealership. In addition, we provide complete dealer
management systems and electronic parts catalogs to powersports and recreational
vehicle dealerships. Similar to automotive, we provide dealerships access to
proprietary technical documentation for most major motorcycle manufacturers,
including Harley Davidson, Honda, Suzuki, Yamaha, Kawasaki, Triumph, BMW, KTM
and Ducati as well as the major marine manufacturers, including Mercury
(Brunswick), Outboard Marine, Yamaha and Volvo-Penta. In the first quarter of
fiscal 1999, we acquired Alison Associates, Inc. which provides performance
database products to automotive and powersports manufacturers/dealers.
Furthermore, we develop and market early-stage e-commerce, advertising,
sponsorship, news, e-mail, chat, forums and other community applications for our
automotive and powersports customers, including our MotorcycleWorld.com
destination.
Bell & Howell(R) is our registered trademark. Our address is 300 North
Zeeb Road, Ann Arbor, Michigan 48103, and our telephone number is (734)
761-4700.
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RISK FACTORS
You should carefully consider the following risk factors in addition to the
other information contained and incorporated by reference in this Prospectus
before purchasing our common stock.
We may face other risks not described in the foregoing risk factors which may
impair our business operations.
The risks and uncertainties described in the following risk factors may
not be the only ones facing us. Additional risks and uncertainties not presently
known to us may also impair our business operations. If any of the following
risks actually occur, our business, financial condition and results of
operations could be significantly harmed. In that case, the trading price of our
common stock could decline, and you may lose all or part of your investment.
Our future results of operations are uncertain because we are significantly
refocusing our business.
We believe that the industries relating to unique data bases and
related access tools for the library and education market segments and
automobile dealers will grow significantly over the next five years. As a
result, we are refocusing our energy and resources to promote and develop our
Information and Learning and Publishing Services businesses. In the first
quarter of 2000, we adopted a plan to divest our Mail and Messaging Technologies
and Imaging businesses and our financing subsidiary. In February 2001, we sold
most of our Imaging business to Eastman Kodak for approximately $135 million.
Consequently, our historical results of operations, which reflect our old
business strategy and businesses, may not give you an accurate indication of how
we will perform in the future. In addition, we may not be able to fulfil our
business plan if we cannot divest our Mail and Messaging Technologies business.
We could also incur significant costs and restructuring charges related to the
divestment of that business.
We have substantial debt which could hurt our business.
At December 30, 2000, we had $540.7 million of total indebtedness
outstanding. The degree to which we are leveraged could have important
consequences, including the following:
o our ability to borrow may be limited to additional amounts for
working capital, capital expenditures and potential acquisition
opportunities;
o a substantial portion of our cash flows from operations must be
used to pay our interest expense and repay our debt, which
reduces the funds that would otherwise be available for our
operations;
o we may be more vulnerable to economic downturns and competitive
pressures and may have reduced flexibility in responding to
changing business, regulatory and economic conditions; and
o fluctuations in market interest rates will affect the cost of our
borrowings to the extent not covered by interest rate hedge
agreements.
We may not be able to generate sufficient cash flow to meet our debt service
requirements.
We cannot assure you that our future cash flows will be sufficient to
meet our debt obligations and commitments. Any insufficiency would have a
negative impact on our business. Our ability to generate cash flow from
operations sufficient to make scheduled payments on our debt as it becomes due
will depend on our future performance and our ability to implement our business
strategy successfully. Our performance will be affected by prevailing economic
conditions and financial, business, regulatory and other factors. Most of these
factors are beyond our control. Failure to pay our interest expense or make our
principal payments would result in a default. A default could cause our debt to
become immediately due and payable. If this occurs, we may be forced to reduce
or delay capital expenditures, sell assets, obtain additional equity capital or
refinance or restructure our outstanding
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debt. In the event that we are unable to do so, we may not be able to repay our
debt and our lenders will be able to foreclose on our assets. Even if new
financing is available, it may not be on acceptable terms.
Our senior credit facilities contain covenants that significantly restrict our
operations.
Our senior credit facilities contains numerous covenants imposing
financial and operating restrictions on our business. These restrictions may
affect our ability to operate our business and may limit our ability to take
advantage of potential business opportunities as they arise. These covenants
place restrictions on our ability to, among other things:
o incur more debt;
o pay dividends, redeem or repurchase our stock or make other
distributions;
o make acquisitions or investments;
o use assets as security;
o dispose of assets or use asset sale proceeds; and
o extend credit.
In addition, our senior credit facilities require us to meet a number
of financial ratios and tests. Our ability to meet these ratios and tests and to
comply with other provisions of our credit facilities can be affected by changes
in economic or business conditions or other events beyond our control. Any
failure to comply with the obligations in our senior credit facilities could
result in an event of default under these facilities, which, if not cured or
waived, could permit acceleration of our indebtedness under the senior credit
facilities which could have a material adverse effect on us.
Our operating results may fluctuate and should not be relied upon as an
indication of future performance.
Variations in our operating results occur from time to time as a result
of many factors, such as:
o timing of customers' capital expenditures;
o the mix of distribution channels through which our products are
distributed;
o annual budgetary considerations of customers;
o new product introductions; and
o general economic conditions.
Certain customers' buying patterns and funding availability cause our sales and
cash flow to be generally higher in the fourth quarter of the year. Due to this
seasonal factor, we require and expect to have a seasonal working capital credit
line to fund cash requirements primarily during our second and third quarters.
Because a high percentage of our expenses are relatively fixed, a
variation in the timing of customer orders can cause significant variations in
operating results from quarter to quarter. The timing of revenues is difficult
to forecast because our sales cycles are relatively long and depend on factors
such as the size of customer orders and the terms of subscription agreements.
Our operating results may fall below securities analysts' expectations, which
may cause the price of our common stock to fall abruptly and significantly.
To be successful, we must increase our revenues from our internet businesses,
and we may never become profitable if we are unable to do so.
In order to grow, we must derive more revenues from our internet
businesses. Because online exchange of information and internet commerce is
evolving, we cannot predict whether the internet will prove to be an effective
vehicle for delivering commercial content or electronic commerce. As the
internet continues to experience increased numbers of users, frequency of use
and bandwidth requirements, the internet infrastructure may be unable to support
the demands placed on it. Our business may not succeed without the continued
development and maintenance of the internet.
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In addition, the internet is rapidly changing, and we will continually
need to adapt our web sites to emerging internet standards and practices,
technological advances developed by our competition, and changing subscriber,
user and sponsor preferences. Ongoing adaptation of our web sites will entail
significant expense and technical risk. If our attempted improvements of our web
sites are delayed, result in systems interruptions or do not gain market
acceptance, then our future revenue growth will suffer.
If we do not successfully anticipate changes in computer platforms and other
evolving technologies, our operating results could suffer.
We compete in extremely competitive markets characterized by continual
technological change, product introductions and enhancements, changes in
customer demands and evolving industry standards. To remain competitive, we must
continue to expand our databases, improve our software, and invest in new
technologies in anticipation of the needs of our customers. If we fail to
address these industry characteristics, our products could become obsolete. This
would have a significant negative impact on our revenue generation.
We intend to continue to commit substantial resources to product
development. Our focus on product development may result in unanticipated
expenditures and capital costs that may not be recovered. The technological life
cycles of our products are difficult to estimate. Some of the our market niches
are mature and demand for our products and services in these niches has
stabilized or begun to migrate to other products (such as the shift from
microfilm-based products to electronic-based products). Our future success will
depend upon our ability to continue to enhance our current products and develop
and introduce products to offset declining revenue from our mature products. Our
failure to develop and introduce new or enhanced services and products in a
timely and cost-effective manner would significantly harm our business.
We must manage our software development efforts to anticipate and adapt
to changes in computer operating environments and other evolving technologies.
We may decide to make our software products available in other operating
environments or on other computer platforms and our efforts to do so may involve
substantial costs that may not be offset by additional revenues or may delay our
realization of revenues. Market acceptance of our software products could also
be worse than we expect if we are unable to anticipate and adapt to changes in
computer platforms and other evolving technologies on a timely and
cost-effective basis.
We will not be able to grow our internet businesses if the market for those
businesses does not develop.
The success of our internet businesses will depend in large part on the
continued emergence and growth of a market for internet-based educational
technology products. The market for educational technology is characterized by
rapid technological change and product innovation, unpredictable product
lifecycles and unpredictable preferences among students, teachers and parents.
It is difficult to estimate how and when growth or other changes in this market
will occur.
Unless we maintain a strong brand identity, our business may not grow.
We believe that maintaining and enhancing the value of our brands is
critical to attracting purchasers for our curriculum-based educational software
and sponsors, subscribers and users of our internet businesses. Our success in
maintaining brand awareness will depend on our ability to continuously provide
educational technology that students enjoy using and teachers and parents
consider beneficial to the learning process. We cannot assure you that we will
be successful in maintaining our brand equity. We intend to continue spending
significant amounts on marketing. Revenues from these activities may not be
sufficient to offset associated costs.
The competition we face is intense, and we may not be able to compete
effectively or successfully attract and retain customers.
Due to competition, we may not be successful in attracting and
retaining customers which would cause revenues to decline. There are many
entities, such as Yahoo!, America Online, Inc. and About.com, that are or may
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become competitors of ours. In our publishing services business, our principal
competitors are divisions of Automated Data Processing, Inc. and Reynolds &
Reynolds. The information and learning market is intensely competitive and
subject to increasing commercial attention. Barriers to entering internet
markets are relatively low, and we expect competition to intensify in the
future. Competition among internet companies is also intensifying for web site
sponsorships. We also may be adversely affected by pricing and other operational
decisions, like the recent decision of several of our competitors to offer free
educational content services. Our competitors include:
o software publishers that market educational curriculum products
to schools and homes;
o on line educational content and electronic commerce providers;
and
o programs that enable remote learning, or management of schools.
Many of our current and future potential competitors have substantially
greater name recognition, experience and larger existing customer bases than we
do. Accordingly, our competitors may succeed in:
o responding more quickly to new technologies;
o responding more quickly to changes in customer requirements;
o devoting greater resources to the development and sale of their
products;
o establishing stronger relationships with affiliates, advertisers,
content providers, and vendors; and
o developing superior services and products.
Over the past few years, we have experienced competitive price pressures,
particularly in the collision estimating market, and we expect such trend to
continue. If we do not successfully face our competition, our revenues and
market presence will decline.
We could experience system failures and capacity constraints which would cause
interruptions in the electronic content we provide to our customers and
ultimately cause us to lose customers.
Any delays or failures in the systems that we use to deliver our
electronic content to our customers would harm our business. We have
occasionally suffered failures of the computer and telecommunications systems
that we use to deliver our electronic content to customers. These failures have
caused interruptions in the functioning of our electronic content for our
customers. The growth of our customer base as well as the number of sites we
provide, may strain our systems in the future.
All of the systems we currently use to deliver our services to our
customers (except for external telecommunications systems) are located in our
facilities in Ann Arbor, Michigan. Although we maintain property insurance,
claims for any system failure could exceed the coverage obtained.
Any delays, failures or problems with our systems could result in:
o loss of or delay in market acceptance and sales;
o diversion of development resources;
o injury to our reputation; or
o increased service and support costs.
Our systems face security risks and our customers have concerns about their
privacy.
We have taken security precautions with respect to our systems and
sites. Still, they may be vulnerable to unauthorized access and use by hackers,
computer viruses and other disruptive problems. Any security breaches or
problems could lead to misappropriation of our customers' information,
misappropriation of our sites, misappropriation of our intellectual property and
other rights, as well as disruption and interruption in the use of our systems
and sites. Unauthorized access to and theft of customer information as well as
denial of service attacks of various internet and online services have occurred
in the past, and will likely occur again in the future. In order to maintain our
security precautions or to correct problems caused by security breaches we may
need to spend
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significant capital or other resources. We intend to continue to put
industry-standard security measures in place for our systems and sites.
Nevertheless, those measures may be circumvented and in order continually to
monitor and maintain these measures, we may cause disruption to and interruption
in our customer's use of our systems and sites. These disruptions and
interruptions could harm our business.
In general, users of the internet and online services are very
concerned about the security and privacy of their communications and data
transmitted. These concerns may inhibit the growth of the internet and other
online services generally, and our sites in particular. Any security breach
related to our sites could hurt our reputation and expose us to damages and
litigation. These kinds of breaches could harm our business.
We may be subject to government regulation and legal liabilities which may be
costly and may interfere with our ability to conduct business.
We are not currently subject to direct regulation by any United States
or state government agency other than the laws and regulations applicable to
businesses generally. Also, there are few laws or regulations directly
applicable to access to or commerce on the internet. Because of the increasing
popularity and use of the internet, federal and state governments may adopt laws
or regulations in the future with respect to commercial online services and the
internet, with respect to:
o user privacy;
o copyrights and other intellectual property rights and
infringement;
o domain names;
o pricing;
o content regulation;
o defamation; and
o taxation.
Laws and regulations directly applicable to online commerce or internet
communications are becoming more prevalent and could expose us to substantial
liability. For example, recently enacted United States laws, such as the federal
Digital Millennium Copyright Act and various federal laws aimed at protecting
children, their privacy, and the content made available to them could expose us
to substantial liability. Furthermore, various proposals at the federal, state
and local level could impose additional taxes on internet sales. These laws,
regulations and proposals could decrease internet commerce and other internet
uses, and adversely affect our opportunity to derive financial benefit from our
activities.
Further, governments of foreign countries might try to regulate our
internet transmissions or prosecute us for violations of their laws covering a
variety of topics, many of which are the same as those described above for
United States laws and regulations. For example, Germany has taken actions to
restrict the free flow of material deemed to be objectionable on the internet.
The European Union has adopted privacy, copyright, and database directives that
may impose additional burdens and costs on us. We may incur substantial costs in
responding to charges of violations of local laws by foreign governments.
If we cannot attract, retain and motivate skilled personnel, our ability to
compete will be impaired.
Our success depends on our ability to attract, retain and motivate
highly qualified management and scientific personnel. We face intense
competition for qualified personnel. If we are unable to continue to employ our
key personnel or to attract and retain qualified personnel in the future, our
business will suffer.
Several members of our senior management team have joined us very
recently. If we are unable to effectively integrate them into our business or
work together as a management team, then our business will suffer. In addition,
our employees, including members of our senior management team, may terminate
their employment with us at any time. If any of our key employees left or was
seriously injured and unable to work and we were unable to find a qualified
replacement, our business could be harmed. In addition, the industry in which we
compete has a high level of employee mobility and aggressive recruiting of
skilled personnel.
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Our business will suffer if our product contains defects or does not function as
intended.
Our business would suffer if our products malfunction or our customers'
access to their information stored on our product is interrupted. In addition,
our product is complex and sophisticated and holds vast amounts of data. As a
result, our product and third-party software incorporated into our product could
contain erroneous data, design defects or software errors that could be
difficult to detect and correct. Software defects could be found in current or
future products. If we fail to maintain the quality and integrity of our
product, we would fail to achieve market acceptance.
Our products currently depend on components licensed from third parties, and the
failure to maintain these licenses could harm our ability to manufacture
existing and develop new products.
Our products incorporate third party technologies. We have obtained
licenses for some of these technologies and may be required to obtain licenses
for others. We may not be able to obtain all of the necessary licenses for the
third party technology used in our products on commercially reasonable terms, on
a timely basis or at all. In addition, technology used in our products might
become unavailable or not be updated as required. We may not be able to develop
alternative approaches if third party technologies become unavailable to us or
obsolete. The failure to obtain necessary third party technology or identify and
implement alternative technology approaches could hurt our business.
Our intellectual property protection may be inadequate, allowing others to use
our technologies and thereby reduce our ability to compete.
We regard much of the technology underlying our services and products
as proprietary. The steps we take to protect our proprietary technology may be
inadequate to prevent misappropriation of our technology, or third parties may
develop similar technology independently. We rely on a combination of patents,
trademark, copyright and trade secret laws, employee and third-party
non-disclosure agreements and other contracts to establish and protect our
technology and other intellectual property rights. Existing trade secrets,
patent and copyright law afford us limited protection. The agreements may be
breached or terminated, and we may not have adequate remedies for any breach. We
have registered certain of our trademarks, but we have few patents. Policing
unauthorized use of our software is difficult. A third party could copy or
otherwise obtain and use our products or technology without authorization.
Litigation may be necessary for us to defend against claims of
infringement, to protect our intellectual property rights and could result in
substantial cost to us, and diversion of our efforts. Further, we might not
prevail in such litigation which could harm our business.
Our products could infringe on the intellectual property of others, which may
cause us to engage in costly litigation and, if we are not successful, could
cause us to pay substantial damages and prohibit us from selling our products.
Third parties may assert infringement or other intellectual property
claims against us based on their patents or other intellectual property claims.
We may have to pay substantial damages, possibly including treble damages, for
past infringement if it is ultimately determined that our products infringe a
third-party's patents. We have been involved previously in intellectual property
litigation which resulted in substantial payments by us. We would have to obtain
a license to sell our product if our product infringed another person's
intellectual property. We might be prohibited from selling our product before we
obtain a license, which, if available at all, may require us to pay substantial
royalties. Even if infringement claims against us are without merit, defending a
lawsuit takes significant time, may be expensive and may divert management
attention from other business concerns.
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Our employees may be bound by confidentiality and other nondisclosure
agreements regarding the trade secrets of their former employers. As a result,
our employees or we could be subject to allegations of trade secret violations
and other similar violations if claims are made that they breached these
agreements.
Concentration of ownership among our existing executive officers, directors and
principal stockholders may prevent new investors from influencing significant
corporate decisions.
Our executive officers, directors and principal stockholders will
beneficially own, in the aggregate, approximately ___% of our outstanding common
stock. These stockholders as a group will be able to substantially influence our
management and affairs. If acting together, they would be able to influence most
matters requiring the approval by our stockholders, including the election of
directors, any merger, consolidation or sale of all or substantially all of our
assets and any other significant corporate transaction. The concentration of
ownership may also delay or prevent a change in control if opposed by these
stockholders irrespective of whether the proposed transaction is at a premium
price or otherwise beneficial to our stockholders as a whole.
Our stock price may be volatile and your investment in our stock could decline
in value.
The market prices for securities of companies in our industries have
been highly volatile and may continue to be highly volatile in the future. Often
this volatility is unrelated to operating performance of a company.
Provisions of our corporate documents and Delaware law may make it more
difficult for us to be acquired, which could adversely affect our stock price.
Our Certificate of Incorporation and by-laws and the Delaware General
Corporation Law include provisions that may have the effect of delaying or
preventing an acquisition, or merger in which we are not the surviving company
or changes in our management or defer or prevent a takeover attempt that
stockholders might consider in their best interests. Our Board of Directors is
empowered to issue shares of preferred stock and to determine the price, rights,
preferences and privileges of such shares, without any further stockholder
action. The existence of this "blank-check" preferred stock could render more
difficult or discourage an attempt to obtain control of us by means of a tender
offer, merger, proxy contest or otherwise. In addition, this "blank-check"
preferred stock, and any issuance thereof, may significantly decrease the market
price of our common stock.
-10-
USE OF PROCEEDS
We will not receive any proceeds from the sale of our common stock by
the selling stockholders.
-11-
THE SELLING STOCKHOLDERS
The following table sets forth certain information regarding the
selling stockholders, including:
o the name of each selling stockholder,
o the beneficial ownership and percentage ownership of common stock
of each selling stockholder as of March 31, 2001, and
o the maximum number of shares of common stock offered by each
selling stockholder.
The information presented is based on data furnished to us by the selling
stockholders.
The number of shares that may be actually sold by the selling
stockholders will be determined by the selling stockholders. Because each
selling stockholder may sell all, some or none of the shares of common stock
that it owns, no estimate can be given as to the number of shares of common
stock that will be owned by the selling stockholders upon termination of the
offering.
Pursuant to Rule 416 of the Securities Act of 1933, the selling
stockholders may also offer and sell additional shares of common stock issued as
a result of stock splits, stock dividends and anti-dilution provisions.
Shares Beneficially Owned
Prior to Offering (1)
------------------------------- Shares Being
Number Percent Offered
------ ------- -------
Keystone, Inc. 4,362,999 18.5% 4,362,999
Robert M. Bass holds all of the voting stock and serves as president and sole
director of Keystone. Accordingly, Mr. Bass may be deemed to beneficially own
the shares held by Keystone.
The shares being sold by the selling stockholders are being registered
in accordance with the Registration Rights Agreement dated as of May 10, 1988
between us and certain stockholders. Under the registration rights agreement, we
are required to bear all costs and expenses of the registration of common stock,
other than any underwriters' commissions or discounts, and we have agreed to
indemnify Keystone against certain liabilities, including liabilities under the
Securities Act of 1933.
PLAN OF DISTRIBUTION
Sales of the shares being sold by the selling stockholders are for the
selling stockholders' own accounts. We will not receive any proceeds from the
sale of the shares offered hereby.
The selling stockholders have advised us that:
o the shares may be sold by the selling stockholders or their
respective pledgees, donees, transferees or successors in
interest, on the New York Stock Exchange, in sales occurring in
the public market of such market quotation system, in privately
negotiated transactions, through the writing of options on
shares, short sales or in a combination of such transactions;
o each sale may be made either at market prices prevailing at the
time of such sale or at negotiated prices;
o some or all of the shares may be sold through brokers, dealers,
underwriters or agents acting on behalf of the selling
stockholders or to dealers for resale by such dealers, including
block trades in which the brokers or dealers will attempt to sell
the shares but may position and sell the block or principal; and
o in connection with such sales, such brokers, dealers,
underwriters or agents may receive compensation in the form of
discounts and commissions from the selling stockholders and may
receive commissions
-12-
from the purchasers of shares for whom they act as broker or
agent, which discounts and commissions may be less than or exceed
those customary in the types of transactions involved. Any
broker, dealer or agent participating in any such sale may be
deemed to be an "underwriter" within the meaning of the
Securities Act of 1933 and will be required to deliver a copy
of this prospectus to any person who purchases any common stock
from or through such broker, dealer, agent or underwriter. We
have been advised that, as of the date hereof, none of the
selling stockholders have made any arrangements with any broker,
dealer, agent or underwriter for the sale of their common stock.
In offering the common stock covered hereby, the selling stockholders
and any broker-dealers and any other participating broker-dealers who execute
sales for the selling stockholders may be deemed to be "underwriters" within the
meaning of the Securities Act of 1933 in connection with such sales, and any
profits realized by the selling stockholders and the compensation of such
broker-dealer may be deemed to be underwriting discounts and commissions. In
addition, any common stock covered by this prospectus which qualifies for sale
pursuant to Rule 144 may be sold under Rule 144 rather than pursuant to this
prospectus.
In order to comply with certain states' securities laws, if applicable,
the common stock will be sold in such jurisdictions only through registered or
licensed brokers or dealers. In certain states, the common stock may not be sold
unless the common stock has been registered or qualified for sale in such state
or an exemption from registration or qualification is available and is complied
with.
Under applicable rules and regulations under Regulation M under the
Securities Exchange Act of 1934, any person engaged in the distribution of our
common stock may not simultaneously engage in market making activities, subject
to certain exceptions, with respect to our common stock for a specified period
set forth in Regulation M prior to the commencement of such distribution and
until its completion. In addition and without limiting the foregoing, each
selling stockholder will be subject to the applicable provisions of the
Securities Act of 1933 and Securities Exchange Act of 1934 and the rules and
regulations thereunder, including, without limitation, Regulation M, which
provisions may limit the timing of purchases and sales of shares of our common
stock by the selling stockholders. The foregoing may affect the marketability of
our common stock.
If necessary, the specific shares of our common stock to be sold, the
names of the selling stockholders, the respective purchase prices and public
offering prices, the names of any agent, dealer or underwriter, and any
applicable commissions or discounts with respect to a particular offer will be
set forth in an accompanying prospectus supplement or, if appropriate, a
post-effective amendment to the registration statement of which this prospectus
is a part.
We entered into an agreement with the selling stockholders in
connection with the private placement of shares of our common stock which
required us to register the selling stockholders' shares of our common stock
under applicable federal and state securities laws. The registration rights
agreement provides for cross-indemnification of the selling stockholders and us
and our respective directors, officers and controlling persons against certain
liabilities in connection with the offer and sale of the shares of our common
stock, including liabilities under the Securities Act, and requires the selling
stockholders and us to contribute to payments the parties may be required to
make in respect thereof.
We will pay substantially all of the expenses incurred by the selling
stockholders and us incident to the offering and sale of the shares of common
stock under this prospectus, excluding any underwriting discounts or
commissions.
ABOUT THIS PROSPECTUS
This prospectus is a part of a registration statement that we have
filed with the SEC using a "shelf registration" process. You should read both
this prospectus and any supplement together with additional information
described under "Where You Can Find More Information."
-13-
You should rely only on the information provided or incorporated by
reference in this prospectus or any supplement. We have not authorized anyone
else to provide you with additional or different information. Our common stock
is not being offered in any state where the offer is not permitted. You should
not assume that the information in this prospectus or any supplement is accurate
as of any date other than the date on the front of such documents.
WHERE YOU CAN FIND MORE INFORMATION
We file annual, quarterly and special reports, proxy statements and
other information with the SEC. You may read and copy any document that we file
at the SEC's public reference rooms located at Room 1024, 450 Fifth Street,
N.W., Washington, D.C. 20549, at The Citicorp Center, 500 West Madison Street,
Suite 1400, Chicago, Illinois 60661, and at Seven World Trade Center, Suite
1300, New York, New York 10048. Please call the SEC at 1-800-SEC-0330 for
further information on the public reference rooms. Our filings with the SEC are
also available to the public on the SEC's internet web site at
http://www.sec.gov.
The SEC allows us to "incorporate by reference" the information we file
with it, which means that we can disclose important information to you by
referring you to those documents. The information incorporated by reference is
considered to be part of this prospectus, and information that we file with the
SEC later will automatically update and supersede this information. The
following documents filed by us and any future filings made by us with the SEC
under Sections 13(a), 13(c), 14 or 15(d) of the Securities Exchange Act of 1934,
until the selling stockholders sell all of the common stock offered hereby, are
incorporated by reference in this Prospectus:
(i) Our Annual Report on Form 10-K for fiscal 2000;
(ii) Our Registration Statement on Form 8-A;
(iii) Our Schedule 14A filed with the Commission on April 20,
2001; and
You may request a copy of these filings, at no cost, by writing or
telephoning us at Bell & Howell Company, 300 North Zeeb Road, Ann Arbor,
Michigan 48103; telephone number (734) 997-4700; attention: Todd Buchardt.
EXPERTS
The consolidated financial statements of the Company as of the end of
fiscal 2000 and 1999, and for each of the fiscal years 2000, 1999 and 1998 have
been incorporated by reference herein and in the registration statement in
reliance upon the reports of KPMG LLP, independent certified public accountants,
incorporated by reference herein, and upon the authority of said firm as experts
in accounting and auditing. The report of KPMG LLP refers to changes in the
methods of accounting for certain inventory costs and in revenue recognition.
-14-
PART II
INFORMATION NOT REQUIRED IN THE PROSPECTUS
Item 14. Other Expenses of Issuance and Distribution.
The following are the estimated expenses (other than the SEC
registration fee) of the issuance and distribution of the securities being
registered, all of which will be paid by the Company.
SEC registration fee.........................................$23,713
Fees and expenses of counsel.......................................*
Fees and expenses of accountants............................* _____
Miscellaneous...................................................*
---
Total $
----------------
* To be filed by amendment.
We have agreed to bear all expenses (other than underwriting discounts
and selling commissions, brokerage fees and transfer taxes, if any, and the fees
and expenses of counsel and other advisors to the selling stockholders) in
connection with the registration and sale of the shares being offered by the
selling stockholders.
Item 15. Indemnification of Directors and Officers.
Under Delaware law, a corporation may indemnify any person who was or
is a party or is threatened to be made a party to an action (other than an
action by or in the right of the corporation) by reason of his service as a
director or officer of the corporation, or his service, at the corporation's
request, as a director, officer, employee or agent of another corporation or
other enterprise, against expenses (including attorneys' fees) that are actually
and reasonably incurred by him ("Expenses"), and judgments, fines and amounts
paid in settlement that are actually and reasonably incurred by him, in
connection with the defense or settlement of such action, provided that he acted
in good faith and in a manner he reasonably believed to be in or not opposed to
the corporation's best interests and, with respect to any criminal action or
proceeding, had no reasonable cause to believe that his conduct was unlawful.
Although Delaware law permits a corporation to indemnify any person referred to
above against Expenses in connection with the defense or settlement of an action
by or in the right of the corporation, provided that he acted in good faith and
in a manner he reasonably believed to be in or not opposed to the corporation's
best interests, if such person has been judged liable to the corporation,
indemnification is only permitted to the extent that the Court of Chancery (or
the court in which the action was brought) determines that, despite the
adjudication of liability, such person is entitled to indemnity for such
Expenses as the court deems proper. The determination as to whether a person
seeking indemnification has met the required standard of conduct is to be made
(1) by a majority vote of a quorum of disinterested members of the board of
directors, or (2) by independent legal counsel in a written opinion, if such a
quorum does not exist or if the disinterested directors so direct, or (3) by the
shareholders. The General Corporation Law of the State of Delaware also provides
for mandatory indemnification of any director, officer, employee or agent
against Expenses to the extent such person has been successful in any proceeding
covered by the statute. In addition, the General Corporation Law of the State of
Delaware provides the general authorization of advancement of a director's or
officer's litigation expenses in lieu of requiring the authorization of such
advancement by the board of directors in specific cases, and that
indemnification and advancement of expenses provided by the statute shall not be
deemed exclusive of any other rights to which those seeking indemnification or
advancement of expenses may be entitled under any bylaw, agreement or otherwise.
The Company's Amended and Restated Certificate of Incorporation and
By-laws provide for indemnification of the Company's directors, officers,
employees and other agents to the fullest extent not prohibited by the Delaware
law.
II-1
The Company maintains liability insurance for the benefit of its
directors and officers.
Item 16. Exhibits
Exhibit
Number Description
------ -----------
3.1 Amended and Restated Certificate of Incorporation of the Company,
as amended, incorporated herein by reference to the Company's
Registration Statement on Form S-1 (No. 333-59994).
3.2 By-Laws of the Company, incorporated herein by reference to the
Company's Registration Statement on Form S-1 (No. 333-63556).
5.1 Opinion of McDermott, Will & Emery regarding legality
23.1 Consent of KPMG LLP
23.2 Consent of McDermott, Will & Emery (included in Exhibit 5.1)
24.1 Power of Attorney (included with the signature page to the
Registration Statement)
Item 17. Undertakings.
(1) The undersigned registrant hereby undertakes:
(a) To file, during any period in which offers or sales are being
made, a post-effective amendment to this Registration
Statement 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.
(b) 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.
(c) 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.
(d) The undersigned registrant hereby undertakes that, for
purposes of determining any liability under the Securities Act
of 1933, each filing of the registrant's annual report
pursuant to section 13(a) or 15(d) of the Securities Exchange
Act of 1934 (and, where applicable, each filing of an employee
benefit plan's 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.
(2) Insofar as indemnification for liabilities arising under the Securities
Act of 1933 may be permitted to directors, officer 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-2
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 Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in Chicago, Illinois on April 23, 2001.
BELL & HOWELL COMPANY
By: /s/ Alan Aldworth
-------------------------------------
Alan Aldworth
Sr. Vice President
Chief Financial Officer
KNOW ALL MEN BY THESE PRESENTS, that each person whose signature
appears below constitutes and appoints Alan Aldworth and Todd W. Buchardt, and
each of them, his true and lawful attorneys-in-fact and agents, with full power
of substitution and resubstitution, for him and in his name, place and stead, in
any and all capacities (including his capacity as a director and/or officer of
Bell & Howell Company) to sign any or all amendments (including post-effective
amendments) to this Registration Statement and to sign a Registration Statement
pursuant to Section 462(b) of the Securities Act of 1933, 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 and about the
premises, 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 or her substitute or substitutes, 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 or their
attorneys-in-fact in the capacities indicated on April 23, 2001.
Signature Title
--------- -----
/s/ James P. Roemer Chairman of the Board of Directors,
---------------------------------------- President and Chief
James P. Roemer Executive Officer
/s/ Alan Aldworth Sr. Vice President and Chief Financial
--------------------------------------- Officer
Alan Aldworth
/s/ Nils A. Johansson Director
---------------------------------------
Nils A. Johansson
/s/ Todd W. Buchardt General Counsel and Secretary
----------------------------------------
Todd W. Buchardt
/s/ David Bonderman Director
David Bonderman
/s/ David G. Brown Director
----------------------------------------
David G. Brown
Director
/s/ William E. Oberndorf
----------------------------------------
William E. Oberndorf
Director
/s/ Gary L. Roubos
----------------------------------------
Gary L. Roubos
Director
/s/ John H. Scully
----------------------------------------
John H. Scully
Director
/s/ William J. White
----------------------------------------
William J. White