| Delaware | 1-05842 | 13-2618477 | ||
| (State or other jurisdiction of incorporation) |
(Commission File Number) |
(IRS Employer Identification No.) |
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| 345 Hudson Street, New York, NY | 10014 | |
| (Address of principal executive offices) | (Zip Code) | |
| o | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) | |
| o | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) | |
| o | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) | |
| o | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13.e-4(c)) |
| | Unaudited Condensed Consolidated Pro Forma Balance Sheet as of June 30, 2005 | ||
| | Unaudited Condensed Consolidated Pro Forma Statement of Operations for the year ended December 31, 2004; and | ||
| | Notes to Unaudited Condensed Consolidated Pro Forma Financial Information |
| 2.1 | Agreement and Plan of Merger, dated June 27, 2005, among BGS Companies Inc., Bowne & Co., Inc., Bowne of New York City, LLC, Lionbridge Technologies, Inc., and GGS Acquisition Corp. incorporated by reference to Exhibit 2.1 of the Form 8-K of Bowne & Co., Inc. filed on June 28, 2005. | |
| 2.2 | Shareholder Agreement, dated September 1, 2005, between Bowne & Co., Inc., and Lionbridge Technologies, Inc., incorporated by reference to Exhibit 10.20 of the Form 8-K filed by Lionbridge Technologies, Inc. on September 7, 2005. | |
| 2.3 | Voting Agreement, dated September 1, 2005, between Bowne & Co., Inc. and Rory J. Cowan (filed herewith). | |
| 99.1 | Bowne & Co., Inc. Unaudited Condensed Consolidated Pro Forma Financial Information (filed herewith). | |
| 99.2 | Press release, dated September 1, 2005 incorporated by reference to Exhibit 99.1 of the Form 8-K of Bowne & Co., Inc. filed on September 2, 2005. |
| Bowne & Co., Inc. (Registrant) |
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| September 8, 2005 | By: | /s/ C. Cody Colquitt | ||
| Name: | C. Cody Colquitt | |||
| Title: | Senior Vice President and Chief Financial Officer |
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| Exhibit No. | Description | |
2.1
|
Agreement and Plan of Merger, dated June 27, 2005, among BGS Companies Inc., Bowne & Co., Inc., Bowne of New York City, LLC, Lionbridge Technologies, Inc., and GGS Acquisition Corp. incorporated by reference to Exhibit 2.1 of the Form 8-K of Bowne & Co., Inc. filed on June 28, 2005. | |
2.2 |
Shareholder Agreement, dated September 1, 2005, between Bowne & Co., Inc., and Lionbridge Technologies, Inc., incorporated by reference to Exhibit 10.20 of the Form 8-K filed by Lionbridge Technologies, Inc. on September 7, 2005. | |
2.3 |
Voting Agreement, dated September 1, 2005, between Bowne & Co., Inc. and Rory J. Cowan (filed herewith). | |
99.1
|
Bowne & Co., Inc., Unaudited Condensed Consolidated Pro Forma Financial Information (filed herewith). | |
99.2
|
Press release, dated September 1, 2005 incorporated by reference to Exhibit 99.1 of the Form 8-K of Bowne & Co., Inc. filed on September 2, 2005. |