• SEC Filings

Ennis, Inc. (NYSE:EBF) Files An 8-K Unregistered Sales of Equity Securities
Item 3.02

Unregistered Sales of Equity Securities.

On July 31, 2018, Ennis, Inc., a Texas corporation (the “Company”), issued an aggregate of 829,126 shares of common stock of the Company, par value $2.50 per share (the “Shares”), to the former stockholders of Wright Business Forms, Inc., d/b/a Wright Business Graphics (“WBG”), as partial consideration for the acquisition by the Company of all of the outstanding equity interests of WBG by way of a merger of a wholly-owned subsidiary of the Company with and into WBG to the Agreement and Plan of Merger, dated July 16, 2018 (the “Merger Agreement”) previously announced on the Company’s Current Report on Form 8-K filed with the Securities and Exchange Commission on July 17, 2018.

The Shares paid to the former stockholders of WBG represent aggregate consideration under the Merger Agreement equal to approximately $16.2 million, or 45% of the aggregate purchase price (after giving effect to certain customary adjustments for working capital).An additional $19.7 million, or 55% of the aggregate purchase price (after giving effect to certain customary adjustments for working capital) was paid in cash.The sale of the Shares was exempt from registration to Section 4(a)(2) under the Securities Act of 1993, as amended, and Regulation D promulgated thereunder.

On August 2, 2018, the Company issued a press release announcing the closing of the transactions contemplated by the Merger Agreement.A copy of the press release is furnished as Exhibit 99.1 to this Current Report on Form 8-K.In accordance with General Instruction B.2 of Form 8-K, the information set forth in this Item 7.01 and in the attached Exhibit 99.1 shall be deemed to be “furnished” and shall not be deemed to be “filed” for purposes of the Securities Exchange Act of 1934, as amended.

On July 31, 2018, the Company consummated the previously announced acquisition of WBG by way of a merger of a wholly-owned subsidiary of the Company with and into WBG, with WBG continuing as the surviving corporation (the “Merger”), as contemplated by the Merger Agreement.Immediately following the Merger, WBG was merged with and into Cascadia Merger Sub II LLC, a wholly-owned subsidiary of the Company (the “LLC Sub”), with the LLC Sub surviving the Merger.LLC Sub subsequently changed its name to Wright Business Graphics LLC and will carry on the business of WBG as conducted prior to the consummation of the Merger.

Item 9.01.Financial Statements and Exhibits

(d) Exhibits.

ENNIS, INC. Exhibit
EX-99.1 2 ebf-ex991_6.htm EX-99.1 ebf-ex991_6.htm Exhibit 99.1         FOR IMMEDIATE RELEASE   Ennis completes merger with Wright Business Graphics,…
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About Ennis, Inc. (NYSE:EBF)

Ennis, Inc. and its subsidiaries are engaged in the production and sale of business forms, other business products and apparel to customers primarily located in the United States. The Company operates through two business segments: Print and Apparel. The Print Segment is engaged in printing, manufacturing and selling a range of business forms and other business products to distributors located throughout the United States primarily through independent dealers. The Print Segment sells products, including snap sets, continuous forms, laser cut sheets, tags, labels, envelopes, integrated products, jumbo rolls and pressure sensitive products in short, medium and long runs. The Apparel Segment is engaged in manufacturing and selling activewear, including t-shirts, fleece goods and other wearables. The Apparel Segment operates under the name of Alstyle Apparel (Alstyle). Alstyle’s branded product lines are sold mainly under the AAA, Alstyle Apparel and Activewear, and Murina brands.