FORM 6-K
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Report of Foreign Private Issuer
Pursuant to Rule 13a-16 or 15d-16 of
the Securities Exchange Act of 1934
For the month of, JULY 2003
-------------------------------- ---------
Commission File Number 001-13718
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MDC CORPORATION INC.
-------------------------------------------------------------------------------
(Translation of registrant's name into English)
45 HAZELTON AVENUE, TORONTO, ONTARIO, CANADA, M5R 2E3
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(Address of principal executive offices)
Indicate by check mark whether the registrant files or will file annual
reports under cover Form 20-F or Form 40F.
Form 20-F Form 40-F X
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Indicate by check mark if the registrant is submitting the Form 6-K
in paper as permitted by Regulation S-T Rule 101(b)(1):
Indicate by check mark if the registrant is submitting the Form 6-K
in paper as permitted by Regulation S-T Rule 101(b)(7):
Indicate by check mark whether by furnishing the information
contained in this Form, the registrant is also thereby furnishing the
information to the Commission pursuant to Rule 12g3-2(b) under the Securities
Exchange Act of 1934.
Yes No X
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If "Yes" is marked, indicate below the file number assigned to the
registrant in connection with Rule 12g3-2(b): 82-_______________
DOCUMENT INDEX
Document Page No.
1. News Release dated July 18, 2003 ("MDC AGREES TO 4
SELL ADDITIONAL INTEREST IN CUSTOM DIRECT INCOME
FUND IN AN UNDERWRITTEN PRIVATE PLACEMENT FOR
GROSS PROCEEDS OF $29.64 MILLION")
2. News Release dated July 18, 2003 ("MDC AGREES TO 7
SELL ADDITIONAL INTEREST IN CUSTOM DIRECT INCOME
FUND IN AN UNDERWRITTEN PRIVATE PLACEMENT FOR
GROSS PROCEEDS OF $29.64 MILLION")
3. News Release dated July 28, 2003 ("UPDATE ON 11
MAXXCOM PLAN OF ARRANGEMENT")
4. News Release dated July 31, 2003 ("MDC COMPLETES 14
SALE OF ADDITIONAL INTEREST IN CUSTOM DIRECT
INCOME FUND IN AN UNDERWRITTEN PRIVATE PLACEMENT
FOR GROSS PROCEEDS OF $29.64 MILLION")
5. News Release dated July 31, 2003 ("MDC 17
CORPORATION INC. AND MAXXCOM INC. ANNOUNCE
COMPLETION OF PLAN OF ARRANGEMENT")
6. News Release dated July 31, 2003 ("MDC COMPLETED 20
SALE OF ADDITIONAL INTEREST IN CUSTOM DIRECT
INCOME FUND IN AN UNDERWRITTEN PRIVATE PLACEMENT
FOR GROSS PROCEEDS OF $29.64 MILLION")
7. News Release dated July 31, 2003 ("MDC 23
CORPORATION INC. ANNOUNCES FINANCIAL RESULTS FOR
THE SECOND QUARTER ENDED JUNE 30, 2003")
DOCUMENT 1
PRESS RELEASE
-------------
FOR IMMEDIATE RELEASE
---------------------
FOR DISTRIBUTION TO U.S. NEWSWIRE SERVICES
FOR: MDC Corporation Inc.
45 Hazelton Avenue
Toronto, Ontario M5R 2E3
CONTACTS:
MILES S. NADAL PETER M. LEWIS GRAHAM L. ROSENBERG
Chairman, President and Executive Vice-President Executive Vice President
Chief Executive Officer and Chief Financial Officer Tel: (416) 960-9000 ex. 239
Tel: (416) 960-9000 ex. 223 Tel: (416) 960-9000 ex. 272
TSX STOCK SYMBOL: MDZ.A
NASDAQ STOCK SYMBOL: MDCA
website: www.mdccorp.com
---------------
MDC CORPORATION INC.
MDC AGREES TO SELL ADDITIONAL INTEREST IN CUSTOM DIRECT INCOME FUND IN AN
UNDERWRITTEN PRIVATE PLACEMENT FOR GROSS PROCEEDS
OF $29.64 MILLION
- SALE TO INCLUDE 2.964 MILLION UNITS AT $10.00 FOR GROSS PROCEEDS OF
$29.64 MILLION.
- TOTAL GROSS PROCEEDS TO MDC FROM INITIAL PUBLIC OFFERING AND SECONDARY
OFFERING TO TOTAL $208.1 MILLION.
TORONTO - July 18, 2003 - MDC Corporation Inc. ("MDC") of Toronto
announced today that it has agreed to sell an additional 2.964 million units
of Custom Direct Income Fund ("Fund") for gross proceeds of $29.64 million.
The sale will be completed by way of a private placement, which will be fully
underwritten by a syndicate of underwriters. The private placement is
scheduled to close on July 29, 2003.
The units have not been, and will not be, registered under the U.S.
Securities Act of 1933 and may not be offered or sold in the United States
absent registration or an applicable exemption from the registration
requirements of that Act.
The proceeds from the private placement, together with amounts
received in connection with the initial public offering of the Fund, will
result in MDC having realized gross cash proceeds of approximately $208.1
million (before commissions and expenses) from the sale of its 80% interest in
Custom Direct including the term loan portion of Custom Direct's credit
facility.
Following the closing of the private placement, MDC will continue to
own a 20% subordinated interest in the business (which it has agreed not to
sell until after December 21, 2003) exchangeable into approximately 3.9
million units of the Fund.
Proceeds received by MDC from this offering will be used for general
corporate purposes.
ABOUT CUSTOM DIRECT INCOME FUND
Custom Direct Income Fund indirectly holds an 80% interest in the
Custom Direct business. Based in Maryland and Arkansas, Custom Direct has been
selling cheques and cheque related accessories across the United States since
1992 and offers the industry's widest selection of product designs. Custom
Direct is the second largest participant in the direct-to-consumer segment of
the U.S. cheque industry.
ABOUT MDC CORPORATION INC.
MDC is a publicly traded international business services organization
with operating units in Canada, the United States, United Kingdom and
Australia. MDC provides marketing communication services, through Maxxcom
Inc., and offers security sensitive transaction products and services in four
primary areas: personalized transaction products such as personal and business
cheques; electronic transaction products such as credit, debit, telephone &
smart cards; secure ticketing products, such as airline, transit and event
tickets; and stamps, both postal and excise.
ABOUT MAXXCOM INC.
Maxxcom, a subsidiary of MDC, is a multi-national business services
company with operating units in Canada, the United States and the United
Kingdom. Maxxcom is built around entrepreneurial partner firms that provide a
comprehensive range of communications services to clients in North America and
the United Kingdom. Services include advertising, direct marketing, database
management, sales promotion, corporate communications, marketing research,
corporate identity and branding, and interactive marketing. Maxxcom Shares are
traded on the Toronto Stock Exchange under the symbol MXX.
FORWARD-LOOKING STATEMENTS
This press release contains forward-looking statements within the
meaning of section 27A of the Securities Act of 1933 and Section 21E of the
Securities Exchange Act of 1934. Such forward-looking statements involve risks
and uncertainties which may cause the actual results or objectives to be
materially different from those expressed or implied by such forward-looking
statements. Such factors include, among other things, MDC's financial
performance; changes in the competitive environment; adverse changes in the
economy; ability to maintain long-term relationships with customers; financing
requirements and other factors set forth in the MDC's Form 40-F for its fiscal
year ended December 31, 2002 and subsequent SEC filings.
DOCUMENT 2
PRESS RELEASE
-------------
FOR IMMEDIATE RELEASE
---------------------
NOT FOR DISTRIBUTION TO U.S. NEWSWIRE SERVICES
OR FOR DISSEMINATION IN THE UNITED STATES
FOR: MDC Corporation Inc.
45 Hazelton Avenue
Toronto, Ontario M5R 2E3
CONTACTS:
MILES S. NADAL PETER M. LEWIS GRAHAM L. ROSENBERG
Chairman, President and Executive Vice-President Executive Vice President
Chief Executive Officer and Chief Financial Officer Tel: (416) 960-9000 ex. 239
Tel: (416) 960-9000 ex. 223 Tel: (416) 960-9000 ex. 272
TSX STOCK SYMBOL: MDZ.A
NASDAQ STOCK SYMBOL: MDCA
WEBSITE: WWW.MDCCORP.COM
---------------
MDC CORPORATION INC.
MDC AGREES TO SELL ADDITIONAL INTEREST IN CUSTOM DIRECT INCOME
FUND IN AN UNDERWRITTEN
PRIVATE PLACEMENT FOR GROSS PROCEEDS
OF $29.64 MILLION
- SALE TO INCLUDE 2.964 MILLION UNITS AT $10.00 FOR GROSS PROCEEDS OF
$29.64 MILLION.
- TOTAL GROSS PROCEEDS TO MDC FROM INITIAL PUBLIC OFFERING AND SECONDARY
OFFERING TO TOTAL $208.1 MILLION.
TORONTO - July 18, 2003 - MDC Corporation Inc. ("MDC") of Toronto
announced today that it has agreed to sell an additional 2.964 million units
of Custom Direct Income Fund ("Fund") for gross proceeds of $29.64 million.
The sale will be completed by way of a private placement, which will be fully
underwritten by a syndicate led by CIBC World Markets Inc. and TD Securities
Inc., which includes Scotia Capital Inc., BMO Nesbitt Burns Inc., National
Bank Financial Inc. and Griffiths McBurney & Partners. The private placement
is scheduled to close on July 29, 2003.
The proceeds from the private placement, together with amounts
received in connection with the initial public offering of the Fund, will
result in MDC having realized gross cash proceeds of approximately $208.1
million (before commissions and expenses) from the sale of its 80% interest in
Custom Direct including the term loan portion of Custom Direct's credit
facility.
Following the closing of the private placement, MDC will continue to
own a 20% subordinated interest in the business (which it has agreed not to
sell until after December 21, 2003) exchangeable into approximately 3.9
million units of the Fund.
Proceeds received by MDC from this offering will be used for general
corporate purposes.
"The completion of the transaction will strengthen MDC's balance
sheet and place it in a position to grow its core operations and maximize
shareholder value," stated Miles S. Nadal, Chairman, President and Chief
Executive Officer of MDC.
ABOUT CUSTOM DIRECT INCOME FUND
Custom Direct Income Fund indirectly holds an 80% interest in the
Custom Direct business. Based in Maryland and Arkansas, Custom Direct has been
selling cheques and cheque related accessories across the United States since
1992 and offers the industry's widest selection of product designs. Custom
Direct is the second largest participant in the direct-to-consumer segment of
the U.S. cheque industry.
ABOUT MDC CORPORATION INC.
MDC is a publicly traded international business services organization
with operating units in Canada, the United States, United Kingdom and
Australia. MDC provides marketing communication services, through Maxxcom
Inc., and offers security sensitive transaction products and services in four
primary areas: personalized transaction products such as personal and business
cheques; electronic transaction products such as credit, debit, telephone &
smart cards; secure ticketing products, such as airline, transit and event
tickets; and stamps, both postal and excise.
ABOUT MAXXCOM INC.
Maxxcom, a subsidiary of MDC, is a multi-national business services
company with operating units in Canada, the United States and the United
Kingdom. Maxxcom is built around entrepreneurial partner firms that provide a
comprehensive range of communications services to clients in North America and
the United Kingdom. Services include advertising, direct marketing, database
management, sales promotion, corporate communications, marketing research,
corporate identity and branding, and interactive marketing. Maxxcom Shares are
traded on the Toronto Stock Exchange under the symbol MXX.
FORWARD-LOOKING STATEMENTS
This press release contains forward-looking statements within the
meaning of section 27A of the Securities Act of 1933 and Section 21E of the
Securities Exchange Act of 1934. Such forward-looking statements involve risks
and uncertainties which may cause the actual results or objectives to be
materially different from those expressed or implied by such forward-looking
statements.
Such factors include, among other things, MDC's financial performance; changes
in the competitive environment; adverse changes in the economy; ability to
maintain long-term relationships with customers; financing requirements and
other factors set forth in the MDC's Form 40-F for its fiscal year ended
December 31, 2002 and subsequent SEC filings.
DOCUMENT 3
PRESS RELEASE
-------------
FOR IMMEDIATE RELEASE
---------------------
FOR: CONTACTS:
MDC CORPORATION INC. Miles S. Nadal Peter M. Lewis Graham L. Rosenberg
45 HAZELTON AVENUE Chairman, President & Executive Vice Executive Vice
TORONTO, ONTARIO M5R 2E3 CEO President President
416-960-9000 ex. 223 & CFO 416-960-9000 ex. 239
416-960-9000 ex. 272
TSX STOCK SYMBOL: MDZ.A
NASDAQ STOCK SYMBOL: MDCA
WEBSITE: WWW.MDCCORP.COM
---------------
FOR: CONTACTS:
MAXXCOM INC. Harold Reiter Robert E. Dickson Glenn W. Gibson
45 HAZELTON AVENUE President & CEO Executive Vice Executive Vice
TORONTO, ONTARIO M5R 2E3 416-960-6090 ex. 242 President, President
Corporate Development & CFO
416-960-6090 ex. 528 416-960-6090 ex. 224
TSX STOCK SYMBOL: MXX
WEBSITE: WWW.MAXXCOMINC.COM
------------------
UPDATE ON MAXXCOM PLAN OF ARRANGEMENT
TORONTO, ONTARIO - JULY 28, 2003 - MDC Corporation Inc. of Toronto ("MDC") and
Maxxcom Inc. ("Maxxcom") today announced the definitive exchange ratio under
the Plan of Arrangement described in Maxxcom's management information circular
mailed to its shareholders on July 9, 2003.
As previously announced, subject to receipt of all necessary approvals, under
the Plan of Arrangement, MDC will acquire all of the issued and outstanding
common shares of Maxxcom not already owned by MDC in exchange for Class A
subordinate voting shares of MDC ("MDC Class A Shares"). Based on the volume
weighted average trading price of the outstanding MDC Class A Shares on the
Toronto Stock Exchange for the past 20 trading day period, Maxxcom
shareholders (other than MDC) will receive 1
MDC Class A Share for every 5.25 Maxxcom common shares they own.
Maxxcom is seeking shareholder approval of the Plan of Arrangement at its
annual and special meeting of shareholders to be held in Toronto on July 30,
2003. Provided that all necessary approvals (including Court approvals) are
received, it is expected that the transaction will close on or about July 31,
2003.
ABOUT MDC CORPORATION INC.
MDC is a publicly traded international business services organization with
operating units in Canada, the United States, United Kingdom and Australia.
MDC provides marketing communication services, through Maxxcom, and offers
security sensitive transaction products and services in three primary areas:
electronic transaction products such as credit, debit, telephone & smart
cards; secure ticketing products, such as airline, transit and event tickets,
and stamps, both postal and excise. MDC Class A Shares are traded on the
Toronto Stock Exchange under the symbol MDZ.A and on the Nasdaq National
Market under the symbol MDCA.
ABOUT MAXXCOM INC.
Maxxcom, a subsidiary of MDC, is a multi-national business services company
with operating units in Canada, the United States and the United Kingdom.
Maxxcom is built around entrepreneurial partner firms that provide a
comprehensive range of communications services to clients in North America and
the United Kingdom. Services include advertising, direct marketing, database
management, sales promotion, corporate communications, marketing research,
corporate identity and branding, and interactive marketing. Maxxcom common
shares are traded on the Toronto Stock Exchange under the symbol MXX.
FORWARD-LOOKING STATEMENTS
This press release contains forward-looking statements within the meaning of
section 27A of the Securities Act of 1933 and Section 21E of the Securities
Exchange Act of 1934. Such forward-looking statements involve risks and
uncertainties which may cause the actual results or objectives to be
materially different from those expressed or implied by such forward-looking
statements. Such factors include, among other things, MDC's financial
performance; changes in the competitive environment; adverse changes in the
economy; ability to maintain long-term relationships with customers; financing
requirements and other factors set forth in the MDC's Form 40-F for its fiscal
year ended December 31, 2002 and subsequent SEC filings.
DOCUMENT 4
PRESS RELEASE
-------------
FOR IMMEDIATE RELEASE
---------------------
NOT FOR DISTRIBUTION TO U.S. NEWSWIRE SERVICES
OR FOR DISSEMINATION IN THE UNITED STATES
FOR: MDC Corporation Inc.
45 Hazelton Avenue
Toronto, Ontario M5R 2E3
CONTACTS:
MILES S. NADAL PETER M. LEWIS GRAHAM L. ROSENBERG
Chairman, President and Executive Vice-President Executive Vice President
Chief Executive Officer and Chief Financial Officer Tel: (416) 960-9000 ex. 239
Tel: (416) 960-9000 ex. 223 Tel: (416) 960-9000 ex. 272
TSX STOCK SYMBOL: MDZ.A
NASDAQ STOCK SYMBOL: MDCA
WEBSITE: WWW.MDCCORP.COM
---------------
MDC CORPORATION INC.
MDC COMPLETES SALE OF ADDITIONAL INTEREST IN CUSTOM DIRECT INCOME FUND IN AN
UNDERWRITTEN PRIVATE PLACEMENT FOR GROSS PROCEEDS
OF $29.64 MILLION
- SALE INCLUDES 2.964 MILLION UNITS AT $10.00 FOR GROSS PROCEEDS OF
$29.64 MILLION.
- TOTAL GROSS PROCEEDS TO MDC FROM INITIAL PUBLIC OFFERING AND SECONDARY
OFFERING TOTALS $208.1 MILLION.
TORONTO - July 31, 2003 - MDC Corporation Inc. ("MDC") of Toronto
announced today that it has completed the sale of an additional 2.964 million
units of Custom Direct Income Fund ("Fund") for gross proceeds of $29.64
million. The sale was completed by way of a private placement, which was fully
underwritten by a syndicate led by CIBC World Markets Inc. and TD Securities
Inc., which included Scotia Capital Inc., BMO Nesbitt Burns Inc., National
Bank Financial Inc. and Griffiths McBurney & Partners.
The proceeds from the private placement, together with amounts
received in connection with the initial public offering of the Fund, result in
MDC having realized gross cash proceeds of approximately $208.1 million
(before commissions and expenses) from the sale of its 80% interest in Custom
Direct including the term loan portion of Custom Direct's credit facility.
MDC continues to own a 20% subordinated interest in the business
(which it has agreed not to sell until after December 31, 2003) exchangeable
into approximately 3.9 million units of the Fund.
Proceeds received by MDC from this offering will be used for general
corporate purposes.
ABOUT CUSTOM DIRECT INCOME FUND
Custom Direct Income Fund indirectly holds an 80% interest in the
Custom Direct business. Based in Maryland and Arkansas, Custom Direct has been
selling cheques and cheque related accessories across the United States since
1992 and offers the industry's widest selection of product designs. Custom
Direct is the second largest participant in the direct-to-consumer segment of
the U.S. cheque industry.
ABOUT MDC CORPORATION INC.
MDC is a publicly traded international business services organization
with operating units in Canada, the United States, United Kingdom and
Australia. MDC provides marketing communication services, through Maxxcom
Inc., and offers security sensitive transaction products and services in four
primary areas: personalized transaction products such as personal and business
cheques; electronic transaction products such as credit, debit, telephone &
smart cards; secure ticketing products, such as airline, transit and event
tickets; and stamps, both postal and excise.
ABOUT MAXXCOM INC.
Maxxcom, a subsidiary of MDC, is a multi-national business services
company with operating units in Canada, the United States and the United
Kingdom. Maxxcom is built around entrepreneurial partner firms that provide a
comprehensive range of communications services to clients in North America and
the United Kingdom. Services include advertising, direct marketing, database
management, sales promotion, corporate communications, marketing research,
corporate identity and branding, and interactive marketing. Maxxcom Shares are
traded on the Toronto Stock Exchange under the symbol MXX.
FORWARD-LOOKING STATEMENTS
This press release contains forward-looking statements within the
meaning of section 27A of the Securities Act of 1933 and Section 21E of the
Securities Exchange Act of 1934. Such forward-looking statements involve risks
and uncertainties which may cause the actual results or objectives to be
materially different from those expressed or implied by such forward-looking
statements. Such factors include, among other things, MDC's financial
performance; changes in the competitive environment; adverse changes in the
economy; ability to maintain long-term relationships with customers; financing
requirements and other factors set forth in the MDC's Form 40-F for its fiscal
year ended December 31, 2002 and subsequent SEC filings.
DOCUMENT 5
PRESS RELEASE
-------------
FOR IMMEDIATE RELEASE
---------------------
FOR: CONTACTS:
MDC CORPORATION INC. Miles S. Nadal Peter M. Lewis Graham L. Rosenberg
45 HAZELTON AVENUE Chairman, President & Executive Vice Executive Vice
TORONTO, ONTARIO M5R 2E3 CEO President President
416-960-9000 ex. 223 & CFO 416-960-9000 ex. 239
416-960-9000 ex. 272
TSX STOCK SYMBOL: MDZ.A
NASDAQ STOCK SYMBOL: MDCA
WEBSITE: WWW.MDCCORP.COM
---------------
FOR: CONTACTS:
MAXXCOM INC. Harold Reiter Robert E. Dickson Glenn W. Gibson
45 HAZELTON AVENUE President & CEO Executive Vice Executive Vice
TORONTO, ONTARIO M5R 2E3 416-960-6090 ex. 242 President, President
Corporate Development & CFO
416-960-6090 ex. 528 416-960-6090 ex. 224
TSX STOCK SYMBOL: MXX
WEBSITE: WWW.MAXXCOMINC.COM
------------------
MDC CORPORATION INC. AND MAXXCOM INC.
ANNOUNCE COMPLETION OF PLAN OF ARRANGEMENT
TORONTO, ONTARIO - JULY 31, 2003 - MDC Corporation Inc. of Toronto ("MDC") and
Maxxcom Inc. ("Maxxcom") today announced the completion of the
previously-announced acquisition by MDC of all of the issued and outstanding
common shares of Maxxcom not already owned by MDC by way of a court-approved
Plan of Arrangement.
The Arrangement was approved by more than 99% of the shareholders of Maxxcom
that voted on the Arrangement at yesterday's annual and special meeting of
Maxxcom shareholders. The Arrangement also received final approval today by
the Ontario Superior Court of Justice.
Pursuant to the Arrangement, Maxxcom shareholders (other than MDC) received 1
MDC Class A subordinate voting share ("Class A Share") for every 5.25 Maxxcom
common shares they owned, resulting in the issuance by MDC of approximately
2.47 million Class A Shares to such shareholders. After giving effect to the
acquisition, MDC has approximately 18.94 million Class A Shares issued and
outstanding.
"We are delighted with the overwhelming support received for the transaction,
which substantially completes the restructuring of MDC we began almost two
years ago." said Miles S. Nadal, Chairman and CEO of MDC. "MDC has returned to
its grass roots. We are once again a pure play in marketing communications but
with greater strength and potential. With a strong balance sheet and upside
potential in our non-core assets, we now have the ability to drive value
organically and complement our growth with strategic acquisitions." added
Nadal.
MDC owned approximately 36.1 million Maxxcom common shares or approximately
74% of the approximately 49.1 million outstanding Maxxcom common shares prior
to giving effect to the Arrangement. Miles S. Nadal, who is presumed to be
acting jointly or in concert with MDC, owned 17,634 common shares of Maxxcom.
ABOUT MDC CORPORATION INC.
MDC is a publicly traded international business services organization with
operating units in Canada, the United States, United Kingdom and Australia.
MDC provides marketing communication services, through Maxxcom, and offers
security sensitive transaction products and services in three primary areas:
electronic transaction products such as credit, debit, telephone & smart
cards; secure ticketing products, such as airline, transit and event tickets,
and stamps, both postal and excise. MDC Class A Shares are traded on the
Toronto Stock Exchange under the symbol MDZ.A and on the Nasdaq National
Market under the symbol MDCA.
ABOUT MAXXCOM INC.
Maxxcom, a subsidiary of MDC, is a multi-national business services company
with operating units in Canada, the United States and the United Kingdom.
Maxxcom is built around entrepreneurial partner firms that provide a
comprehensive range of communications services to clients in North America and
the United Kingdom. Services include advertising, direct marketing, database
management, sales promotion, corporate communications, marketing research,
corporate identity and branding, and interactive marketing. Maxxcom common
shares are traded on the Toronto Stock Exchange under the symbol MXX.
FORWARD-LOOKING STATEMENTS
This press release contains forward-looking statements within the meaning of
section 27A of the Securities Act of 1933 and Section 21E of the Securities
Exchange Act of 1934. Such forward-looking statements involve risks and
uncertainties which may cause the actual results or objectives to be
materially different from those expressed or implied by such forward-looking
statements. Such factors include, among other things, MDC's financial
performance; changes in the competitive environment; adverse changes in the
economy; ability to maintain long-term relationships with customers; financing
requirements and other factors set forth in the MDC's Form 40-F for its fiscal
year ended December 31, 2002 and subsequent SEC filings.
DOCUMENT 6
PRESS RELEASE
-------------
FOR IMMEDIATE RELEASE
---------------------
FOR DISTRIBUTION TO U.S. NEWSWIRE SERVICES
FOR: MDC Corporation Inc.
45 Hazelton Avenue
Toronto, Ontario M5R 2E3
CONTACTS:
MILES S. NADAL PETER M. LEWIS GRAHAM L. ROSENBERG
Chairman, President and Executive Vice-President Executive Vice President
Chief Executive Officer and Chief Financial Officer Tel: (416) 960-9000 ex. 239
Tel: (416) 960-9000 ex. 223 Tel: (416) 960-9000 ex. 272
TSX STOCK SYMBOL: MDZ.A
NASDAQ STOCK SYMBOL: MDCA
WEBSITE: WWW.MDCCORP.COM
---------------
MDC CORPORATION INC.
MDC COMPLETED SALE OF ADDITIONAL INTEREST IN CUSTOM DIRECT INCOME FUND IN
AN UNDERWRITTEN PRIVATE PLACEMENT FOR GROSS PROCEEDS
OF $29.64 MILLION
- SALE INCLUDES 2.964 MILLION UNITS AT $10.00 FOR GROSS PROCEEDS OF
$29.64 MILLION.
- TOTAL GROSS PROCEEDS TO MDC FROM INITIAL PUBLIC OFFERING AND SECONDARY
OFFERING TO TOTAL $208.1 MILLION.
TORONTO - July 31, 2003 - MDC Corporation Inc. ("MDC") of Toronto
announced today that it has completed the sale of an additional 2.964 million
units of Custom Direct Income Fund ("Fund") for gross proceeds of $29.64
million. The sale was completed by way of a private placement, which was fully
underwritten by a syndicate of underwriters.
The units have not been, and are not, registered under the U.S.
Securities Act of 1933 and may not be offered or sold in the United States
absent registration or an applicable exemption from the registration
requirements of that Act.
The proceeds from the private placement, together with amounts
received in connection with the initial public offering of the Fund, result in
MDC having realized gross cash proceeds of approximately $208.1 million
(before commissions and expenses) from the sale of its 80% interest in Custom
Direct including the term loan portion of Custom Direct's credit facility.
MDC continues to own a 20% subordinated interest in the business
(which it has agreed not to sell until after December 31, 2003) exchangeable
into approximately 3.9 million units of the Fund.
Proceeds received by MDC from this offering will be used for general
corporate purposes.
ABOUT CUSTOM DIRECT INCOME FUND
Custom Direct Income Fund indirectly holds an 80% interest in the
Custom Direct business. Based in Maryland and Arkansas, Custom Direct has been
selling cheques and cheque related accessories across the United States since
1992 and offers the industry's widest selection of product designs. Custom
Direct is the second largest participant in the direct-to-consumer segment of
the U.S. cheque industry.
ABOUT MDC CORPORATION INC.
MDC is a publicly traded international business services organization
with operating units in Canada, the United States, United Kingdom and
Australia. MDC provides marketing communication services, through Maxxcom
Inc., and offers security sensitive transaction products and services in four
primary areas: personalized transaction products such as personal and business
cheques; electronic transaction products such as credit, debit, telephone &
smart cards; secure ticketing products, such as airline, transit and event
tickets; and stamps, both postal and excise.
ABOUT MAXXCOM INC.
Maxxcom, a subsidiary of MDC, is a multi-national business services
company with operating units in Canada, the United States and the United
Kingdom. Maxxcom is built around entrepreneurial partner firms that provide a
comprehensive range of communications services to clients in North America and
the United Kingdom. Services include advertising, direct marketing, database
management, sales promotion, corporate communications, marketing research,
corporate identity and branding, and interactive marketing. Maxxcom Shares are
traded on the Toronto Stock Exchange under the symbol MXX.
FORWARD-LOOKING STATEMENTS
This press release contains forward-looking statements within the
meaning of section 27A of the Securities Act of 1933 and Section 21E of the
Securities Exchange Act of 1934. Such forward-looking statements involve risks
and uncertainties which may cause the actual results or objectives to be
materially different from those expressed or implied by such forward-looking
statements. Such factors include, among other things, MDC's financial
performance; changes in the competitive environment; adverse changes in the
economy; ability to maintain long-term relationships with customers; financing
requirements and other factors set forth in the MDC's Form 40-F for its fiscal
year ended December 31, 2002 and subsequent SEC filings.
DOCUMENT 7
PRESS RELEASE
-------------
FOR IMMEDIATE RELEASE
---------------------
FOR: MDC Corporation Inc.
45 Hazelton Avenue
Toronto, Ontario M5R 2E3
CONTACTS: Miles S. Nadal
Chairman, President & CEO
(416) 960-9000 Ext.223
Peter M. Lewis Walter Campbell
Executive Vice-President & CFO Senior Vice-President Finance
(416) 960-9000 Ext.272 [(416) 960-9000 Ext.336]
TSE STOCK SYMBOL: MDZ.A
NASDAQ STOCK SYMBOL: MDCA
WEBSITE: WWW.MDCORP.COM
--------------
MDC CORPORATION INC. ANNOUNCES FINANCIAL RESULTS FOR THE SECOND QUARTER
ENDED JUNE 30, 2003
TORONTO, ONTARIO (JULY 31, 2003) - MDC Corporation Inc. ("MDC") of Toronto
today announced its financial results for the second quarter and six months
ended June 30, 2003. Consolidated sales for the second quarter were $187.0
million (US$134.8 million), a decrease of 15% (7% in US$) from the $221.0
million (US$144.2 million) achieved in the second quarter of 2002. Operating
income before other charges declined 41% (35% in US$) to $8.2 million (US$6.0
million) from the $13.9 million (US$9.2 million) reported for the same
three-month period of the prior year. Net income for the quarter ended June
30, 2003 was $12.2 million (US$8.6 million) compared to $128.3 million
(US$82.0 million) in 2002. Diluted earnings per share for the second quarter
of 2003 was $0.53 (US$0.36) compared to $5.43 (US$3.86) last year. Diluted
cashflow per share was $0.13 (US$0.09) this quarter versus $0.25 (US$0.16) in
the second quarter of the previous year.
"To date in 2003, we have made significant progress towards our goal of
transitioning to an organization focussed on the marketing and communications
industry," said Miles S. Nadal, Chairman, President and Chief Executive
Officer.
Maxxcom generated revenues of $142.8 million (US$103.0 million), a decrease of
$3.5 million (an increase of US$8.0 million) from the $146.3 million (US$95.0
million) recorded in the second quarter of 2002. However, operating income
before other charges increased by $2.2 million or 42% (US$2.0 million or 56%)
to $7.5 million (US$5.4 million) from the $5.3 million (US$3.4 million)
generated in the same quarter in the prior year. This improvement was
primarily the result of a 3.7% increase in gross margin combined with flat
operating expenses.
"Maxxcom has capitalized on increased activity in the marketplace with
significant new business wins, including Virgin Atlantic Airways, JC Penny,
Sam's Club Canada and Xerox, while maintaining an efficient operating cost
structure," said Mr. Nadal. "During the quarter, the strengthening Canadian
dollar has partially offset the operating income improvement at Maxxcom. To
assist in understanding the effect, we have included U.S. dollar equivalent
results."
The Secure Transactions Division reported sales of $42.2 million (US$30.5
million) for the second quarter, down 39% (34% in US$) from the $69.6 million
(US$45.9 million) achieved in the same quarter of 2002. Operating income
before other charges was $1.9 million (US$1.5 million), down from $10.6
million (US$7.0 million) in the 2002 second quarter. Excluding divested
operations, sales decreased $5.3 million or 21% (US$1.9 million or 12%) and
operating income decreased $2.6 million (US$1.7 million) primarily as a result
of reduced revenues in all of the Secure Transactions operations.
During the quarter, MDC successfully completed an initial public offering
("IPO") of its U.S.-based, direct-to-consumer cheque business, through Custom
Direct Income Fund (the "Fund"). Subsequent to June 30, additional units of
the Fund were sold by way of a fully underwritten private placement. The
proceeds from the private placement, together with amounts received in
connection with the IPO of the Fund, resulted in gross cash proceeds of
approximately $208.1 million (US$149.3 million) (before commissions and
expenses) from the sale of an 80% interest in Custom Direct including the term
loan portion of Custom Direct's credit facility. MDC will continue to own a
20% subordinated interest in the business (which it has agreed not to sell
until after December 31, 2003) exchangeable into units of the Fund.
"The crystallization of the significant value created in Custom Direct has
allowed MDC to further strengthen its balance sheet. Consistent with our plan
to sell our non-core businesses in order to repay our existing debt, US$89.5
million of the cash proceeds generated by the IPO were used to redeem all of
the outstanding 10 1/2% Senior Subordinated Notes due December 1, 2006," said
Peter Lewis, Executive Vice-President and Chief Financial Officer.
On July 30th, the minority shareholders of Maxxcom approved a plan of
arrangement whereby MDC will issue one Class A Subordinate voting share for
every 5.25 Maxxcom Inc. shares it does not already own. MDC will issue
approximately 2.48 million Class A Subordinate voting shares. Upon completion
Maxxcom will be a wholly-owned subsidiary of MDC.
"We are excited by the financial flexibility and improved liquidity that has
resulted from the privatization of Maxxcom and the sale of 80% of Custom
Direct. We believe that MDC is now well-positioned to capitalize on the
tremendous opportunities presenting themselves in the marketing services
sector which is anticipated to create significant additional value for our
shareholders," said Mr. Nadal. "We have now completed approximately 75% of the
transformation of MDC to a pure play in marketing services. We
believe that over the next eighteen months we will complete the process and
enjoy the benefits of a significant recovery in the marketing service sector
commencing in 2004."
ABOUT MDC CORPORATION INC. ("MDC")
MDC is a publicly traded international business services organization with
operating units in Canada, the United States, United Kingdom and Australia.
MDC provides marketing communication services, through Maxxcom, and offers
security sensitive transaction products and services in three primary areas:
electronic transaction products such as credit, debit, telephone & smart
cards; secure ticketing products, such as airline, transit and event tickets,
and stamps, both postal and excise. MDC shares are traded on the Toronto Stock
Exchange under the symbol MDZ.A and on Nasdaq National Market under the symbol
MDCA.
ABOUT MAXXCOM INC. ("MAXXCOM")
Maxxcom, a subsidiary of MDC, is a multi-national business services company
with operating units in Canada, the United States and the United Kingdom.
Maxxcom is built around entrepreneurial partner firms that provide a
comprehensive range of communications services to clients in North America and
the United Kingdom. Services include advertising, direct marketing, database
management, sales promotion, corporate communications, marketing research,
corporate identity and branding, and interactive marketing. Maxxcom shares are
traded on the Toronto Stock Exchange under the symbol MXX.
This press release contains forward-looking statements within the meaning of
section 27A of the Securities Act of 1933 and Section 21E of the Securities
Exchange Act of 1934. Such forward-looking statements involve risks and
uncertainties which may cause the actual results or objectives to be
materially different from those expressed or implied by such forward-looking
statements. Such factors include, among other things, the Company's financial
performance; changes in the competitive environment; adverse changes in the
economy; ability to maintain long-term relationships with customers; financing
requirements and other factors set forth in the Company's Form 40-F for its
fiscal year ended December 31, 2002 and subsequent SEC filings.
- ### -
MDC CORPORATION INC.
CONSOLIDATED STATEMENTS OF OPERATIONS
SECOND QUARTER 2003 AND 2002
(UNAUDITED)
$CDN 000'S - EXCEPT
US$ EQUIVALENT* PER SHARE AMOUNTS
------------------------ -----------------------
FOR THE THREE MONTHS ENDED JUNE 30, 2003 2002 2003 2002
---------------------------------------------------------------- ----------- ---------- ------------
SALES 134,820 144,219 186,960 220,972
COST OF SALES 69,904 76,279 96,769 116,959
------------ ----------- ---------- ------------
GROSS PROFIT 64,916 67,940 90,191 104,013
OPERATING EXPENSES 58,948 58,716 81,954 90,115
------------ ----------- ---------- ------------
OPERATING INCOME BEFORE OTHER INCOME (CHARGES) 5,968 9,224 8,237 13,898
------------ ----------- ---------- ------------
OTHER INCOME (CHARGES)
NET GAIN ON ASSET DISPOSITIONS AND OTHER CHARGES 15,267 94,229 21,840 147,507
UNREALIZED FOREIGN EXCHANGE GAIN - 4,451 - 6,982
AMORTIZATION (3,496) (3,368) (4,848) (5,119)
INTEREST, NET (4,108) (3,901) (5,759) (5,925)
------------ ----------- ---------- ------------
7,663 91,411 11,233 143,445
------------ ----------- ---------- ------------
INCOME BEFORE INCOME TAXES AND MINORITY INTEREST 13,631 100,635 19,470 157,343
INCOME TAXES 6,154 18,436 8,835 28,808
------------ ----------- ---------- ------------
INCOME BEFORE MINORITY INTEREST 7,477 82,199 10,635 128,535
MINORITY INTEREST (RECOVERY) (1,121) 166 (1,611) 191
------------ ----------- ---------- ------------
NET INCOME FOR THE PERIOD 8,598 82,033 12,246 128,344
============ =========== ========== ============
CASH FLOW FROM OPERATIONS 2,011 3,669 2,864 5,752
============ =========== ========== ============
EARNINGS PER SHARE
o Basic 0.48 4.82 0.70 7.56
o Diluted 0.36 3.86 0.53 5.43
CASH FLOW PER SHARE
o Basic 0.10 0.20 0.14 0.32
o Diluted 0.09 0.16 0.13 0.25
WEIGHTED AVERAGE SHARES OUTSTANDING DURING THE PERIOD
o Basic 16,915,341 16,915,341 16,915,341 16,915,341
o Diluted** 23,469,828 23,658,938 23,469,828 23,658,938
--------------------------------------------------- ------------ ----------- ---------- -----------
SEGMENTED INFORMATION - BY
OPERATING DIVISION
US$ EQUIVALENT*
------------------------
FOR THE THREE MONTHS ENDED JUNE 30, 2003 2002 2003 2002
---------------------------------------------------------------------------- -----------------------
MAXXCOM
Sales 102,973 95,033 142,785 146,326
Operating Income 5,370 3,448 7,530 5,300
SECURE TRANSACTIONS
Sales 30,469 45,873 42,237 69,577
Operating Income 1,462 7,048 1,877 10,572
CORPORATE AND OTHER
Sales 1,378 3,313 1,938 5,069
Operating Loss (864) (1,272) (1,170) (1,974)
---------------------------------------------------------------------------- -----------------------
* THE U.S. DOLLAR EQUIVALENT RESULTS PRESENTED ARE CALCULATED USING THE AVERAGE EXCHANGE
RATES FOR THE PERIOD.
** THE COMPANY HAS THE OPTION TO SATISFY THE $50,000 OF 7% CONVERTIBLE NOTES ("NOTES")
WITH CASH OR CLASS A SUBORDINATED VOTING SHARES ("SHARES") AT 95% OF THE CURRENT SHARE
PRICE. AS A RESULT, THE DILUTED SHARES OUTSTANDING INCLUDE 6,203,474 (2002 - 6,729,475)
SHARES FOR THE CONVERSION OF THE NOTES AT 95% OF THE AVERAGE CLOSING PRICE OF THE SHARES
DURING THE PERIOD.
MDC CORPORATION INC.
CONSOLIDATED STATEMENTS OF OPERATIONS
SECOND QUARTER 2003 AND 2002
(UNAUDITED)
$CDN 000'S - EXCEPT
US$ EQUIVALENT* PER SHARE AMOUNTS
------------------------- ----------------------
FOR THE SIX MONTHS ENDED JUNE 30, 2003 2002 2003 2002
---------------------------------------------------------------------------- ----------------------
SALES 275,493 314,092 396,718 492,277
COST OF SALES 143,368 163,311 206,311 255,958
------------------------- ----------------------
GROSS PROFIT 132,125 150,781 190,407 236,319
OPERATING EXPENSES 117,416 122,833 169,135 192,516
------------------------- ----------------------
OPERATING INCOME BEFORE OTHER INCOME (CHARGES) 14,709 27,948 21,272 43,803
------------------------- ----------------------
OTHER INCOME (CHARGES)
NET GAIN ON ASSET DISPOSITIONS AND OTHER CHARGES 15,267 100,205 21,840 157,051
UNREALIZED FOREIGN EXCHANGE GAIN - 4,276 - 6,702
AMORTIZATION (7,102) (8,732) (10,226) (13,686)
INTEREST, NET (7,916) (10,261) (11,437) (16,082)
------------------------- ----------------------
249 85,488 177 133,985
------------------------- ----------------------
INCOME BEFORE INCOME TAXES AND MINORITY INTEREST 14,958 113,436 21,449 177,788
INCOME TAXES 6,581 21,335 9,471 33,439
------------------------- ----------------------
INCOME BEFORE MINORITY INTEREST 8,377 92,101 11,978 144,349
MINORITY INTEREST (RECOVERY) (1,115) 2,469 (1,602) 3,870
------------------------- ----------------------
NET INCOME FOR THE PERIOD 9,492 89,632 13,580 140,479
========================= ======================
CASH FLOW FROM OPERATIONS 7,443 10,979 10,697 17,207
========================= ======================
EARNINGS PER SHARE
o Basic 0.52 5.27 0.75 8.26
o Diluted 0.39 3.59 0.56 5.62
CASH FLOW PER SHARE
o Basic 0.40 0.62 0.58 0.97
o Diluted 0.31 0.45 0.45 0.70
WEIGHTED AVERAGE SHARES OUTSTANDING DURING THE PERIOD
o Basic 16,915,341 16,915,341 16,915,341 16,915,341
o Diluted** 24,575,935 25,055,517 24,575,935 25,055,517
---------------------------------------------------------------------------- ----------------------
SEGMENTED INFORMATION - BY OPERATING DIVISION
US$ EQUIVALENT*
-------------------------
FOR THE SIX MONTHS ENDED JUNE 30, 2003 2002 2003 2002
---------------------------------------------------------------------------- ----------------------
MAXXCOM
Sales 199,226 182,902 286,307 286,663
Operating Income 8,830 6,938 12,689 10,874
SECURE TRANSACTIONS
Sales 74,123 123,714 107,329 193,897
Operating Income 8,096 22,980 11,769 36,016
CORPORATE AND OTHER
Sales 2,144 7,476 3,082 11,717
Operating Loss (2,217) (1,970) (3,186) (3,087)
----------------------------------------------------------------------------- ----------------------
* THE U.S. DOLLAR EQUIVALENT RESULTS PRESENTED ARE CALCULATED USING THE
AVERAGE EXCHANGE RATES FOR THE PERIOD.
** THE COMPANY HAS THE OPTION TO SATISFY THE $50,000 OF 7% CONVERTIBLE
NOTES ("NOTES") WITH CASH OR CLASS A SUBORDINATED VOTING SHARES ("SHARES")
AT 95% OF THE CURRENT SHARE PRICE. AS A RESULT, THE DILUTED SHARES
OUTSTANDING INCLUDE 7,462,687 (2002 -8,130,081) SHARES FOR THE CONVERSION
OF THE NOTES AT 95% OF THE AVERAGE CLOSING PRICE OF THE SHARES DURING THE
PERIOD.
MDC CORPORATION INC.
CONSOLIDATED BALANCE SHEETS
--------------------------------------- ------------------------------ ------------------------------
US$ EQUIVALENT** ($CDN 000'S)
------------------------------ ------------------------------
AS AT AS AT AS AT AS AT
JUNE 30, DECEMBER 31, JUNE 30, DECEMBER 31,
2003 2002* 2003 2002
(UNAUDITED) (AUDITED) (UNAUDITED) (UNAUDITED)
---------------------------------------------------------------------- ------------------------------
ASSETS
CURRENT
Cash and cash equivalents 44,887 37,788 60,485 59,615
Securities held for sale*** 20,675 - 27,860 -
Accounts receivable 75,930 67,456 102,316 106,419
Inventory 5,814 7,004 7,834 11,050
Prepaid expenses and sundry 5,063 6,266 6,823 9,886
------------------------------ ------------------------------
152,369 118,514 205,318 186,970
PORTFOLIO INVESTMENTS 15,103 103 20,351 162
CAPITAL AND OTHER ASSETS 59,374 79,864 80,007 125,993
GOODWILL 78,315 185,637 105,530 292,861
------------------------------ ------------------------------
305,161 384,118 411,206 605,986
============================== ==============================
LIABILITIES AND SHAREHOLDERS' EQUITY
CURRENT
Accounts payable and accrued liabilities 84,698 82,873 114,130 130,741
Deferred acquisition consideration 9,311 23,966 12,546 37,809
Deferred revenue 13,659 11,104 18,405 17,517
Current portion of long-term indebtedness 4,616 4,088 6,220 6,450
------------------------- ------------------------------
112,284 122,031 151,301 192,517
LONG-TERM INDEBTEDNESS 86,838 155,514 117,014 245,339
------------------------------ ------------------------------
199,122 277,545 268,315 437,856
------------------------------ ------------------------------
MINORITY INTEREST 9,554 9,824 12,874 15,499
------------------------------ ------------------------------
SHAREHOLDERS' EQUITY
Share capital 107,267 91,621 144,542 144,542
Other paid-in capital 29,299 24,179 39,480 38,145
Cumulative translation adjustment (12,281) 12,766 (16,544) 20,139
Retained earnings (deficit) (27,800) (31,817) (37,461) (50,195)
------------------------------ ------------------------------
96,485 96,749 130,017 152,631
------------------------------ ------------------------------
305,161 384,118 411,206 605,986
============================== ==============================
---------------------------------------------------------------------- ------------------------------
* COMPARATIVE FIGURES HAVE BEEN RECLASSIFIED TO CONFORM WITH THE CURRENT
PRESENTATION.
** THE U.S. DOLLAR EQUIVALENT RESULTS PRESENTED ARE CALCULATED USING THE
CLOSING EXCHANGE RATES FOR THE PERIOD.
*** SECURITIES HELD FOR SALE WERE SUBSEQUENTLY SOLD ON JULY 31, 2003 FOR GROSS
PROCEEDS OF $29,638 (US$21,173).
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934,
the registrant has duly caused this report to be signed on its behalf by the
undersigned, thereunto duly authorized.
MDC CORPORATION INC.
--------------------------------
(Registrant)
Date: August 1, 2003 By: /s/ Walter Campbell
------------------- -----------------------------
(Signature)
Walter Campbell
Senior Vice President Finance