<PAGE>

As filed with the Securities and Exchange Commission on June 9, 1999
                                                         Registration No. 333 -

                      SECURITIES AND EXCHANGE COMMISSION
                            Washington, D.C. 20549
                         ----------------------------

                                   FORM S-8
            REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
                         ----------------------------

                             MASTER GRAPHICS, INC.
            (Exact name of registrant as specified in its charter)

         Tennessee                                             62-1694322
(State or other jurisdiction of                             (I.R.S. Employer
incorporation or organization)                           Identification Number)

                         6075 Poplar Avenue, Suite 401
                           Memphis, Tennessee 38119
                                (901) 685-2020
              (Address, including zip code, and telephone number,
               including area code of principal executive office)

      Master Graphics, Inc. 1998 Non-employee Director Stock Option Plan
              Master Graphics, Inc. 1998 Equity Compensation Plan
              Master Graphics, Inc. Employee Stock Purchase Plan
                             (Full title of plan)

                                John P. Miller
                            Chief Executive Officer
                         6075 Poplar Avenue, Suite 401
                           Memphis, Tennessee 38119
                                (901) 685-2020
         (Name and address, including zip code, and telephone number,
                  including area code, of agent for service)

                                  Copies to:

                           Robert J. Delpriore, Esq.
                            Bass, Berry & Sims PLC
                             119 South Main Street
                           Memphis, Tennessee 38103
                           (901) 312-5570 Telephone
                           (901) 312-9101 Facsimile

                        CALCULATION OF REGISTRATION FEE

<TABLE>
<CAPTION>
 ============================================================================================================================
                                      Amount to be          Proposed               Proposed
     Title of Securities to be        Registered(1)         Maximum                Maximum                  Amount of
            Registered                                    Offering Price           Aggregate              Registration
                                                           Per Share (2)        Offering Price (2)             Fee
-----------------------------------------------------------------------------------------------------------------------------
<S>                                   <C>                 <C>                   <C>                       <C>
Common Stock, $.001 par value per       2,050,000            $10.00               $14,652,501.88            $4,073.40
share
=============================================================================================================================
</TABLE>

(1)  In addition, this Registration Statement also covers any additional shares
of Common Stock which become issuable under the employee benefit plans described
above by reason of any stock dividend, stock split, recapitalization or other
similar transaction effected without the receipt of consideration which results
in an increase in the number of Registrant's outstanding shares of Common Stock.

(2)  Estimated solely for the purpose of calculating the amount of the
registration fee pursuant to Rule 457(c) and (h)(1) under the Securities Act of
1933, as amended. The offering price per share and aggregate offering price for
the Common Stock underlying unissued stock options are based upon the average of
the high and low prices of the Registrant's Common Stock as reported on the
Nasdaq National Market System on June 7, 1999. The offering price per share and
aggregate offering price for the Common Stock underlying outstanding stock
options are based upon the exercise prices of such options. The following chart
illustrates the calculation of the proposed maximum aggregate offering price
fee:

<TABLE>
<CAPTION>
=============================================================================================================================
            Title of Shares                   Number of Shares       Offering Price Per Share       Aggregate Offering Price
-----------------------------------------------------------------------------------------------------------------------------
<S>                                           <C>                    <C>                            <C>
 Shares issuable pursuant to
 outstanding stock options pursuant to
 1998 Equity Compensation Plan............           711,429                         $10.00                     $7,114,290
-----------------------------------------------------------------------------------------------------------------------------
 Shares issuable pursuant to unissued
 awards pursuant to 1998 Equity
 Compensation Plan........................           788,571                         $ 5.625                    $4,435,711.88
-----------------------------------------------------------------------------------------------------------------------------
 Shares issuable pursuant to
 outstanding stock options pursuant to
 1998 Non-Employee Director Option                     2,000                         $10.00                     $   20,000
 Plan.....................................
 -----------------------------------------------------------------------------------------------------------------------------
 Shares issuable pursuant to unissued
 options pursuant to 1998 Non-
 Employee Director Option Plan............            48,000                         $ 5.625                    $  270,000
------------------------------------------------------------------------------------------------------------------------------
 Shares issuable pursuant to Employee
 Stock Purchase Plan......................           500,000                         $ 5.625                    $2,812,500
==============================================================================================================================
</TABLE>

     Approximate date of commencement of proposed sale to the public: As soon as
practicable after this Registration Statement becomes effective.
<PAGE>

                                    PART I

               INFORMATION REQUIRED IN SECTION 10(A) PROSPECTUS

     The information required by Items 1 and 2 of Part I of Form S-8 is omitted
from this Registration Statement in accordance with the Note to Part I of Form
S-8 and Rule 428 promulgated under the Securities Act of 1933, as amended (the
"Securities Act").  The documents containing the information specified in Part I
will be delivered to the participants in the plans covered by this Registration
Statement as required by Rule 428(b).

                                    PART II

              INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3.   Incorporation of Documents by Reference.

     Master Graphics, Inc. (the "Company") hereby incorporates by reference the
documents listed below and any future filings made with the Securities and
Exchange Commission (the "SEC") under Sections 13(a), 13(c), 14, or 15(d) of the
Securities Exchange Act of 1934, as amended (the "Exchange Act"), until such
time as this Registration Statement is no longer in effect:

          1.   the Company's Annual Report on Form 10-K, as amended on April 14,
     1999 and April 20, 1999, for the year ended December 31, 1998;

          2.   the Company's Current Report on Form 8-K filed with the SEC on
     March 29, 1999, as amended on May 28, 1999;

          3.   the Company's Proxy Statement for the 1999 Annual Meeting of
     Shareholders filed with the SEC on April 20, 1999;

          4.   the Company's Quarterly Report on Form 10-Q for the fiscal
     quarter ended March 31, 1999; and

          5.   the description of Common Stock contained in the Company's
     Registration Statement on Form 8-A filed June 8, 1998, including any
     amendment or reports filed for the purpose of updating such description.

     Any statement contained in a document incorporated by reference herein
shall be deemed to be modified or superseded for purposes of this Registration
Statement to the extent that a statement contained in any other subsequent filed
document which is also incorporated by reference herein modifies or supersedes
such statement.


Item 4.   Description of Securities.

          Not applicable.

Item 5.   Interests of Named Experts and Counsel.

          Not applicable.

Item 6.   Indemnification of Directors and Officers.

Tennessee Business Corporation Act

     The Tennessee Business Corporation Act ("TBCA") provides that a corporation
may indemnify any director or officer against liability incurred in connection
with a proceeding if (i) the director or officer acted in good faith, (ii) the
director or officer reasonably believed, in the case of conduct in his or her
official capacity with the corporation, that such conduct was in the
corporation's best interests, and, in all other cases, that his or her conduct
was not opposed to the best interests of the corporation, and (iii) the director
or officer in connection with any criminal proceeding had no reasonable cause to
believe that his or her conduct was unlawful. In actions brought by or in the
right of the corporation,
<PAGE>

however, the TBCA provides that no indemnification may be made if the director
or officer is adjudged liable to the corporation. Similarly, the TBCA prohibits
indemnification in connection with any proceeding charging improper personal
benefit to a director or officer, if such director or officer is adjudged liable
on the basis that a personal benefit was improperly received. In cases where the
director or officer is wholly successful, on the merits or otherwise, in the
defense of any proceeding instigated because of his or her status as an director
or officer of a corporation, the TBCA mandates that the corporation indemnify
the director or officer against reasonable expenses incurred in the proceeding.
Notwithstanding the foregoing, the TBCA provides that a court of competent
jurisdiction, upon application, may order that a director or officer be
indemnified for reasonable expense if, in consideration of all relevant
circumstances, the court determines that such individual is fairly and
reasonably entitled to indemnification, whether or not the standard of conduct
set forth above was met.

     The Company's Charter and Bylaws provide that it will indemnify from
liability, and advance expenses to, any present or former director or officer to
the fullest extent allowed by the TBCA, as amended from time to time, or any
subsequent law, rule, or regulation adopted in lieu thereof.

     Additionally, the Company's Charter provides that no director will be
personally liable to the Company or its shareholders for monetary damages for
breach of any fiduciary duty except for liability arising from (i) any breach of
a director's duty of loyalty to the Company or its shareholders, (ii) acts or
omissions not in good faith or which involve intentional misconduct or a knowing
violation of law, (iii) any unlawful distributions, or (iv) receiving any
improper personal benefit.

Item 7.   Exemption from Registration Claimed.

          Not applicable.

Item 8.   Exhibits

          4.1*  Specimen form of certificate for Common Stock (Exhibit 4.1 to
                the Company's Registration Statement on Form S-1, Registration
                No. 333-49861)

          4.2*  Charter of the Company, as amended (Exhibit 3.1 to the Company's
                Registration Statement on Form S-1, Registration No. 333-49861)

          4.3*  Bylaws of the Company (Exhibit 3.3 to the Company's Registration
                Statement on Form S-1, Registration No. 333-49861)

          4.4   Master Graphics, Inc. 1998 Non-Employee Director Stock Option
                Plan

          4.5   Master Graphics, Inc. 1998 Equity Compensation Plan

          4.6   Amendment No. 1 to the Master Graphics, Inc. 1998 Equity
                Compensation Plan

          4.7   Master Graphics, Inc. Employee Stock Purchase Plan

          5.1   Opinion of Bass, Berry & Sims PLC

          23.1  Consent of KPMG LLP

          23.2  Consent of Miller, Cooper & Co., Ltd.

          23.3  Consent of Bass, Berry & Sims PLC. (contained in Exhibit 5.1)

          24.1  Power of Attorney (included on signature page)

*Incorporated by reference

<PAGE>

Item 9.   Undertakings.

          The undersigned registrant hereby undertakes:

          (a)  (1) To file, during any period in which offers or sales are being
               made, a post-effective amendment to this registration statement:

               (i)   To include any prospectus required by section 10(a)(3) of
                     the Securities Act of 1933;

               (ii)  To reflect in the prospectus any facts or events arising
                     after the effective date of the registration statement (or
                     the most recent post-effective amendment thereof) which,
                     individually or in the aggregate, represent a fundamental
                     change in the information set forth in the registration
                     statement. Notwithstanding the foregoing, any increase or
                     decrease in volume of securities offered (if the total
                     dollar value of securities offered would not exceed that
                     which was registered) and any deviation from the low or
                     high end of the estimated maximum offering range may be
                     reflected in the form of prospectus filed with the
                     Commission pursuant to Rule 424(b) if, in the aggregate,
                     the changes in volume and price represent no more than a
                     20% change in the maximum aggregate offering price set
                     forth in the "Calculation of Registration Fee" table in the
                     effective registration statement.

               (iii) 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.

          Provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) do not
          apply if the information required to be included in a post-effective
          amendment by those paragraphs is contained in periodic reports filed
          by the registrant pursuant to section 13 or section 15(d) of the
          Securities Exchange Act of 1934 that are incorporated by reference in
          the registration statement.

               (2) 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.

               (3) 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.

          (b)  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 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.

          (c)  Insofar as indemnification for liabilities arising under the
               Securities Act of 1933 may be permitted to directors, officers
               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.
<PAGE>

                                  SIGNATURES

     Pursuant to the requirements of the Securities act of 1933, as amended, the
registrant certifies that it has reasonable grounds to believe that it meets all
of the requirements for filing on Form S-8 and has duly caused this Registration
Statement or amendment to be signed on its behalf by the undersigned, thereunto
duly authorized, in the City of Memphis, State of Tennessee, on the 8th day of
June, 1999.

                                    MASTER GRAPHICS, INC.

                                    By:  /s/ John P. Miller
                                       -----------------------------------
                                       John P. Miller
                                       Chief Executive Officer


                               POWER OF ATTORNEY

     Each person whose signature appears below hereby constitutes and appoints
John P. Miller and Lance T. Fair, and each or either of them, with full power to
act without the other, his true and lawful attorney-in-fact with full power of
substitution and resubstitution, for him and in his name, place and stead, in
any and all capacities (until revoked in writing), to sign any and all
amendments to this Registration Statement (including post-effective amendments
and amendments thereto) and any registration statement relating to the same
offering as this Registration Statement that is to be effective upon filing
pursuant to Rule 462(b) under the Securities Act, and to file the same, with all
exhibits thereto, and other documents in connection therewith, with the
Securities and Exchange Commission, hereby granting to said attorneys-in-fact
and agents, and each of them, full power and authority to do and perform each
and every act and thing whatsoever requisite or desirable to be done, as fully
to all intents and purposes as the undersigned might or could do in person,
hereby ratifying and confirming all acts and things that said attorneys-in-fact
and agents, or either of them, or their substitutes or substitute, may lawfully
do or cause to be done by virtue hereof.

     Pursuant to the requirements of the Securities Act, this Registration
Statement has been signed by the following persons in the capacities and on the
dates indicated.

<TABLE>
<CAPTION>
                    SIGNATURE                                               TITLE                           DATE
                    ---------                                               -----                           ----
<S>                                                        <C>                                          <C>
/s/ John P. Miller                                         Chief Executive Officer, President and       June 8, 1999
-------------------------------------------------------
John P. Miller                                             Chairman of the Board of Directors

/s/ Lance T. Fair                                          Senior Vice President - Acquisitions;        June 8, 1999
-------------------------------------------------------
Lance T. Fair                                              Chief Financial Officer

/s/ P. Melvin Henson, Jr.                                  Senior Vice President - Finance and          June 8, 1999
-------------------------------------------------------
 P. Melvin Henson, Jr.                                     Administration; Chief Accounting Officer

/s/ H. Henry (Hap) Hederman                                Director, President Hederman Brothers        June 8, 1999
-------------------------------------------------------
H. Henry (Hap) Hederman                                    Division

/s/ Cary Rosenthal                                         Director, President Phoenix Division         June 8, 1999
-------------------------------------------------------
Cary Rosenthal

/s/ Frederick F. Avery                                     Director                                     June 8, 1999
-------------------------------------------------------
Frederick F. Avery

/s/ Donald L. Hutson                                       Director                                     June 8, 1999
-------------------------------------------------------
Donald L. Hutson
</TABLE>
<PAGE>

                               INDEX TO EXHIBITS

     4.1*  Specimen form of certificate for Common Stock (Exhibit 4.1 to the
           Company's Registration Statement on Form S-1, Registration No. 333-
           49861)

     4.2*  Charter of the Company, as amended (Exhibit 3.1 to the Company's
           Registration Statement on Form S-1, Registration No. 333-49861)

     4.3*  Bylaws of the Company (Exhibit 3.3 to the Company's Registration
           Statement on Form S-1, Registration No. 333-49861)

     4.4   Master Graphics, Inc. 1998 Non-Employee Director Stock Option Plan

     4.5   Master Graphics, Inc. 1998 Equity Compensation Plan

     4.6   Amendment No. 1 to the Master Graphics, Inc. 1998 Equity Compensation
           Plan

     4.7   Master Graphics, Inc. Employee Stock Purchase Plan

     5.1   Opinion of Bass, Berry & Sims PLC

     23.1  Consent of KPMG LLP

     23.2  Consent of Miller, Cooper & Co., Ltd.

     23.3  Consent of Bass, Berry & Sims PLC
           (Contained in Exhibit 5.1)

     24.1  Power of Attorney (included on signature page)

*Incorporated by reference
[{"type": "S-8", "sequence": "1", "description": "FORM S-8", "secsgml_size_bytes": 23335}]
{"company-data": {"conformed-name": "MASTER GRAPHICS INC", "cik": "0001059363", "assigned-sic": "2750", "irs-number": "621694322", "state-of-incorporation": "TN", "fiscal-year-end": "0630"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-80271", "film-number": "99642998"}, "business-address": {"street1": "6075 POPLAR AVE SUITE 401", "city": "MEMPHIS", "state": "TN", "zip": "38119", "phone": "9016852020"}}
As filed with the Securities and Exchange Commission on June 9, 1999
                                                         Registration No. 333 -

                      SECURITIES AND EXCHANGE COMMISSION
                            Washington, D.C. 20549
                         ----------------------------

                                   FORM S-8
            REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
                         ----------------------------

                             MASTER GRAPHICS, INC.
            (Exact name of registrant as specified in its charter)

         Tennessee                                             62-1694322
(State or other jurisdiction of                             (I.R.S. Employer
incorporation or organization)                           Identification Number)

                         6075 Poplar Avenue, Suite 401
                           Memphis, Tennessee 38119
                                (901) 685-2020
              (Address, including zip code, and telephone number,
               including area code of principal executive office)

      Master Graphics, Inc. 1998 Non-employee Director Stock Option Plan
              Master Graphics, Inc. 1998 Equity Compensation Plan
              Master Graphics, Inc. Employee Stock Purchase Plan
                             (Full title of plan)

                                John P. Miller
                            Chief Executive Officer
                         6075 Poplar Avenue, Suite 401
                           Memphis, Tennessee 38119
                                (901) 685-2020
         (Name and address, including zip code, and telephone number,
                  including area code, of agent for service)

                                  Copies to:

                           Robert J. Delpriore, Esq.
                            Bass, Berry & Sims PLC
                             119 South Main Street
                           Memphis, Tennessee 38103
                           (901) 312-5570 Telephone
                           (901) 312-9101 Facsimile

                        CALCULATION OF REGISTRATION FEE
============================================================================================================================
                                      Amount to be          Proposed               Proposed
     Title of Securities to be        Registered(1)         Maximum                Maximum                  Amount of
            Registered                                    Offering Price           Aggregate              Registration
                                                           Per Share (2)        Offering Price (2)             Fee
-----------------------------------------------------------------------------------------------------------------------------
Common Stock, $.001 par value per       2,050,000            $10.00               $14,652,501.88            $4,073.40
share
=============================================================================================================================
(1)  In addition, this Registration Statement also covers any additional shares
of Common Stock which become issuable under the employee benefit plans described
above by reason of any stock dividend, stock split, recapitalization or other
similar transaction effected without the receipt of consideration which results
in an increase in the number of Registrant's outstanding shares of Common Stock.

(2)  Estimated solely for the purpose of calculating the amount of the
registration fee pursuant to Rule 457(c) and (h)(1) under the Securities Act of
1933, as amended. The offering price per share and aggregate offering price for
the Common Stock underlying unissued stock options are based upon the average of
the high and low prices of the Registrant's Common Stock as reported on the
Nasdaq National Market System on June 7, 1999. The offering price per share and
aggregate offering price for the Common Stock underlying outstanding stock
options are based upon the exercise prices of such options. The following chart
illustrates the calculation of the proposed maximum aggregate offering price
fee:
=============================================================================================================================
            Title of Shares                   Number of Shares       Offering Price Per Share       Aggregate Offering Price
-----------------------------------------------------------------------------------------------------------------------------
Shares issuable pursuant to
 outstanding stock options pursuant to
 1998 Equity Compensation Plan............           711,429                         $10.00                     $7,114,290
-----------------------------------------------------------------------------------------------------------------------------
 Shares issuable pursuant to unissued
 awards pursuant to 1998 Equity
 Compensation Plan........................           788,571                         $ 5.625                    $4,435,711.88
-----------------------------------------------------------------------------------------------------------------------------
 Shares issuable pursuant to
 outstanding stock options pursuant to
 1998 Non-Employee Director Option                     2,000                         $10.00                     $   20,000
 Plan.....................................
 -----------------------------------------------------------------------------------------------------------------------------
 Shares issuable pursuant to unissued
 options pursuant to 1998 Non-
 Employee Director Option Plan............            48,000                         $ 5.625                    $  270,000
------------------------------------------------------------------------------------------------------------------------------
 Shares issuable pursuant to Employee
 Stock Purchase Plan......................           500,000                         $ 5.625                    $2,812,500
==============================================================================================================================
Approximate date of commencement of proposed sale to the public: As soon as
practicable after this Registration Statement becomes effective.
PART I

               INFORMATION REQUIRED IN SECTION 10(A) PROSPECTUS

     The information required by Items 1 and 2 of Part I of Form S-8 is omitted
from this Registration Statement in accordance with the Note to Part I of Form
S-8 and Rule 428 promulgated under the Securities Act of 1933, as amended (the
"Securities Act").  The documents containing the information specified in Part I
will be delivered to the participants in the plans covered by this Registration
Statement as required by Rule 428(b).

                                    PART II

              INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3.   Incorporation of Documents by Reference.

     Master Graphics, Inc. (the "Company") hereby incorporates by reference the
documents listed below and any future filings made with the Securities and
Exchange Commission (the "SEC") under Sections 13(a), 13(c), 14, or 15(d) of the
Securities Exchange Act of 1934, as amended (the "Exchange Act"), until such
time as this Registration Statement is no longer in effect:

          1.   the Company's Annual Report on Form 10-K, as amended on April 14,
     1999 and April 20, 1999, for the year ended December 31, 1998;

          2.   the Company's Current Report on Form 8-K filed with the SEC on
     March 29, 1999, as amended on May 28, 1999;

          3.   the Company's Proxy Statement for the 1999 Annual Meeting of
     Shareholders filed with the SEC on April 20, 1999;

          4.   the Company's Quarterly Report on Form 10-Q for the fiscal
     quarter ended March 31, 1999; and

          5.   the description of Common Stock contained in the Company's
     Registration Statement on Form 8-A filed June 8, 1998, including any
     amendment or reports filed for the purpose of updating such description.

     Any statement contained in a document incorporated by reference herein
shall be deemed to be modified or superseded for purposes of this Registration
Statement to the extent that a statement contained in any other subsequent filed
document which is also incorporated by reference herein modifies or supersedes
such statement.

Item 4.   Description of Securities.

          Not applicable.

Item 5.   Interests of Named Experts and Counsel.

          Not applicable.

Item 6.   Indemnification of Directors and Officers.

Tennessee Business Corporation Act

     The Tennessee Business Corporation Act ("TBCA") provides that a corporation
may indemnify any director or officer against liability incurred in connection
with a proceeding if (i) the director or officer acted in good faith, (ii) the
director or officer reasonably believed, in the case of conduct in his or her
official capacity with the corporation, that such conduct was in the
corporation's best interests, and, in all other cases, that his or her conduct
was not opposed to the best interests of the corporation, and (iii) the director
or officer in connection with any criminal proceeding had no reasonable cause to
believe that his or her conduct was unlawful. In actions brought by or in the
right of the corporation,
however, the TBCA provides that no indemnification may be made if the director
or officer is adjudged liable to the corporation. Similarly, the TBCA prohibits
indemnification in connection with any proceeding charging improper personal
benefit to a director or officer, if such director or officer is adjudged liable
on the basis that a personal benefit was improperly received. In cases where the
director or officer is wholly successful, on the merits or otherwise, in the
defense of any proceeding instigated because of his or her status as an director
or officer of a corporation, the TBCA mandates that the corporation indemnify
the director or officer against reasonable expenses incurred in the proceeding.
Notwithstanding the foregoing, the TBCA provides that a court of competent
jurisdiction, upon application, may order that a director or officer be
indemnified for reasonable expense if, in consideration of all relevant
circumstances, the court determines that such individual is fairly and
reasonably entitled to indemnification, whether or not the standard of conduct
set forth above was met.

     The Company's Charter and Bylaws provide that it will indemnify from
liability, and advance expenses to, any present or former director or officer to
the fullest extent allowed by the TBCA, as amended from time to time, or any
subsequent law, rule, or regulation adopted in lieu thereof.

     Additionally, the Company's Charter provides that no director will be
personally liable to the Company or its shareholders for monetary damages for
breach of any fiduciary duty except for liability arising from (i) any breach of
a director's duty of loyalty to the Company or its shareholders, (ii) acts or
omissions not in good faith or which involve intentional misconduct or a knowing
violation of law, (iii) any unlawful distributions, or (iv) receiving any
improper personal benefit.

Item 7.   Exemption from Registration Claimed.

          Not applicable.

Item 8.   Exhibits

          4.1*  Specimen form of certificate for Common Stock (Exhibit 4.1 to
                the Company's Registration Statement on Form S-1, Registration
                No. 333-49861)

          4.2*  Charter of the Company, as amended (Exhibit 3.1 to the Company's
                Registration Statement on Form S-1, Registration No. 333-49861)

          4.3*  Bylaws of the Company (Exhibit 3.3 to the Company's Registration
                Statement on Form S-1, Registration No. 333-49861)

          4.4   Master Graphics, Inc. 1998 Non-Employee Director Stock Option
                Plan

          4.5   Master Graphics, Inc. 1998 Equity Compensation Plan

          4.6   Amendment No. 1 to the Master Graphics, Inc. 1998 Equity
                Compensation Plan

          4.7   Master Graphics, Inc. Employee Stock Purchase Plan

          5.1   Opinion of Bass, Berry & Sims PLC

          23.1  Consent of KPMG LLP

          23.2  Consent of Miller, Cooper & Co., Ltd.

          23.3  Consent of Bass, Berry & Sims PLC. (contained in Exhibit 5.1)

          24.1  Power of Attorney (included on signature page)

*Incorporated by reference
Item 9.   Undertakings.

          The undersigned registrant hereby undertakes:

          (a)  (1) To file, during any period in which offers or sales are being
               made, a post-effective amendment to this registration statement:

               (i)   To include any prospectus required by section 10(a)(3) of
                     the Securities Act of 1933;

               (ii)  To reflect in the prospectus any facts or events arising
                     after the effective date of the registration statement (or
                     the most recent post-effective amendment thereof) which,
                     individually or in the aggregate, represent a fundamental
                     change in the information set forth in the registration
                     statement. Notwithstanding the foregoing, any increase or
                     decrease in volume of securities offered (if the total
                     dollar value of securities offered would not exceed that
                     which was registered) and any deviation from the low or
                     high end of the estimated maximum offering range may be
                     reflected in the form of prospectus filed with the
                     Commission pursuant to Rule 424(b) if, in the aggregate,
                     the changes in volume and price represent no more than a
                     20% change in the maximum aggregate offering price set
                     forth in the "Calculation of Registration Fee" table in the
                     effective registration statement.

               (iii) 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.

          Provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) do not
          apply if the information required to be included in a post-effective
          amendment by those paragraphs is contained in periodic reports filed
          by the registrant pursuant to section 13 or section 15(d) of the
          Securities Exchange Act of 1934 that are incorporated by reference in
          the registration statement.

               (2) 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.

               (3) 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.

          (b)  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 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.

          (c)  Insofar as indemnification for liabilities arising under the
               Securities Act of 1933 may be permitted to directors, officers
               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.
SIGNATURES

     Pursuant to the requirements of the Securities act of 1933, as amended, the
registrant certifies that it has reasonable grounds to believe that it meets all
of the requirements for filing on Form S-8 and has duly caused this Registration
Statement or amendment to be signed on its behalf by the undersigned, thereunto
duly authorized, in the City of Memphis, State of Tennessee, on the 8th day of
June, 1999.

                                    MASTER GRAPHICS, INC.

                                    By:  /s/ John P. Miller
                                       -----------------------------------
                                       John P. Miller
                                       Chief Executive Officer

                               POWER OF ATTORNEY

     Each person whose signature appears below hereby constitutes and appoints
John P. Miller and Lance T. Fair, and each or either of them, with full power to
act without the other, his true and lawful attorney-in-fact with full power of
substitution and resubstitution, for him and in his name, place and stead, in
any and all capacities (until revoked in writing), to sign any and all
amendments to this Registration Statement (including post-effective amendments
and amendments thereto) and any registration statement relating to the same
offering as this Registration Statement that is to be effective upon filing
pursuant to Rule 462(b) under the Securities Act, and to file the same, with all
exhibits thereto, and other documents in connection therewith, with the
Securities and Exchange Commission, hereby granting to said attorneys-in-fact
and agents, and each of them, full power and authority to do and perform each
and every act and thing whatsoever requisite or desirable to be done, as fully
to all intents and purposes as the undersigned might or could do in person,
hereby ratifying and confirming all acts and things that said attorneys-in-fact
and agents, or either of them, or their substitutes or substitute, may lawfully
do or cause to be done by virtue hereof.

     Pursuant to the requirements of the Securities Act, this Registration
Statement has been signed by the following persons in the capacities and on the
dates indicated.
SIGNATURE                                               TITLE                           DATE
                    ---------                                               -----                           ----
/s/ John P. Miller                                         Chief Executive Officer, President and       June 8, 1999
-------------------------------------------------------
John P. Miller                                             Chairman of the Board of Directors

/s/ Lance T. Fair                                          Senior Vice President - Acquisitions;        June 8, 1999
-------------------------------------------------------
Lance T. Fair                                              Chief Financial Officer

/s/ P. Melvin Henson, Jr.                                  Senior Vice President - Finance and          June 8, 1999
-------------------------------------------------------
 P. Melvin Henson, Jr.                                     Administration; Chief Accounting Officer

/s/ H. Henry (Hap) Hederman                                Director, President Hederman Brothers        June 8, 1999
-------------------------------------------------------
H. Henry (Hap) Hederman                                    Division

/s/ Cary Rosenthal                                         Director, President Phoenix Division         June 8, 1999
-------------------------------------------------------
Cary Rosenthal

/s/ Frederick F. Avery                                     Director                                     June 8, 1999
-------------------------------------------------------
Frederick F. Avery

/s/ Donald L. Hutson                                       Director                                     June 8, 1999
-------------------------------------------------------
Donald L. Hutson
INDEX TO EXHIBITS

     4.1*  Specimen form of certificate for Common Stock (Exhibit 4.1 to the
           Company's Registration Statement on Form S-1, Registration No. 333-
           49861)

     4.2*  Charter of the Company, as amended (Exhibit 3.1 to the Company's
           Registration Statement on Form S-1, Registration No. 333-49861)

     4.3*  Bylaws of the Company (Exhibit 3.3 to the Company's Registration
           Statement on Form S-1, Registration No. 333-49861)

     4.4   Master Graphics, Inc. 1998 Non-Employee Director Stock Option Plan

     4.5   Master Graphics, Inc. 1998 Equity Compensation Plan

     4.6   Amendment No. 1 to the Master Graphics, Inc. 1998 Equity Compensation
           Plan

     4.7   Master Graphics, Inc. Employee Stock Purchase Plan

     5.1   Opinion of Bass, Berry & Sims PLC

     23.1  Consent of KPMG LLP

     23.2  Consent of Miller, Cooper & Co., Ltd.

     23.3  Consent of Bass, Berry & Sims PLC
           (Contained in Exhibit 5.1)

     24.1  Power of Attorney (included on signature page)

*Incorporated by reference