Colorado
(State
or Other Jurisdiction of
Incorporation
or Organization)
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84-1250533
(I.R.S.
Employer Identification No.)
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Title
of Each Class of Securities
To
be Registered
|
Amount
to
be
Registered(1)(2)
|
Proposed
Maximum
Offering
Price
Per
Share(3)
|
Proposed
Maximum
Aggregate
Offering Price(3)
|
Amount
of Registration Fee(4)
|
Common
Stock, par value $0.01 per share
|
3,313,670
|
$9.395
|
$36,568,730
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$1,437.20
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(1)
|
Pursuant
to Instruction E of Form S-8 and the telephone interpretation of the
Securities and Exchange Commission set forth in Section G. Securities Act
Forms, No. 89, of the Division of Corporation Finance’s Manual of Publicly
Available Telephone Interpretations dated July 1997, the 3,313,670 shares
being registered includes 1,313,670 shares (the “Carryover Shares”) that
were previously available for issuance under the Cenveo, Inc. 2001
Long-Term Equity Incentive Plan, as amended to date (the “2001 Plan”) but
that have been carried forward to, and included in the reserve available
for issuance under, the Cenveo, Inc. 2007 Long-Term Equity Incentive Plan,
as amended to date (the “2007 Plan”). The Carryover Shares were
previously registered on the Form S-8 (Registration No. 333-118861), which
was filed on September 7, 2004 (the “Prior Registration
Statement”). Pursuant to a contemporaneously filed
post-effective amendment to the Prior Registration Statement, the
Carryover Shares are being deregistered from the Prior Registration
Statement and transferred to this Registration Statement, together with
the associated registration fees, for delivery under the 2007
Plan. To the extent any additional shares that remain subject
to outstanding awards under the 2001 Plan otherwise would have been
returned to the 2001 Plan on account of the expiration, cancellation or
forfeiture thereof, those shares will instead be included in the shares
reserved for issuance under the 2007 Plan. Accordingly,
Post-effective amendments to this Registration Statement may periodically
be filed in order to carry-over such shares from the 2001 Plan to the 2007
Plan.
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(2)
|
This
Registration Statement also relates to such indeterminate number of
additional shares as may be issuable pursuant to stock splits, stock
dividends, or similar transactions.
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(3)
|
The
proposed maximum offering price per share of Common Stock and the proposed
maximum aggregate offering price are calculated solely for the purpose of
determining the registration fee pursuant to Rule 457(h) under the
Securities Act of 1933. With respect to 640,000 shares of
Common Stock as to which stock options were granted prior to the date
hereof, the registration fee is based on the option exercise price of
$17.89 per share, and with respect to the balance of the shares being
registered (consisting of 2,673,670 shares of Common Stock), the fee is
based on a price of $9.395 per share, which is the average of the high
($9.71) and low ($9.08) sales prices of the Common Stock on September 5,
2008 on the New York Stock
Exchange.
|
(4)
|
Pursuant
to Rule 457(p) under the Securities Act of 1933, the $1,437.20 aggregate
total registration fee for the 3,313,670 shares registered on this
Registration Statement is offset by registration fees in the amount of
$313.27 previously paid with respect to the Carryover Shares in connection
with the Prior Registration Statement. Accordingly, the
Registrant is currently paying a registration fee of $1,123.93 in
connection with the filing of this Registration
Statement.
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|
•
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the
Company’s Annual Report on Form 10-K for the year ended December 31,
2007;
|
|
•
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the
Company’s Quarterly Reports on Form 10-Q for the quarters ended March 29,
2008 and June 28, 2008;
|
|
•
|
the
Company’s Current Reports on Form 8-K filed January 24, 2008, February 1,
2008, February 27, 2008, February 29, 2008, March 14, 2008, April 1, 2008,
May 8, 2008, June 5, 2008, June 13, 2008, July 8, 2008 and August 7, 2008,
as well as the amendments to the Company’s Current Reports on Form 8-K
filed June 18, 2008 and July 1,
2008.
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|
•
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the
description of the Company’s Common Stock contained in the Company’s
registration statements therefor and subsequent amendments
thereof.
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Exhibit
No.
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Description
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4.1
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Articles
of Incorporation of Cenveo, Inc. (incorporated by reference to Exhibit 3.1
to the Company’s Quarterly Report on Form 10-Q for the quarter ended June
30, 1997, as filed with the SEC on August 14, 1997)
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4.2
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Amendment
to Articles of Incorporation of Cenveo, Inc. (incorporated by reference to
Exhibit 3.2 to the Company’s Quarterly Report on Form 10-Q for the quarter
ended June 30, 2004, as filed with the SEC on August 2, 2004)
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4.3
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Amendment
to Articles of Incorporation and Certificate of Designations of Series A
Junior Participating Preferred Stock of Cenveo, Inc. (incorporated by
reference to Exhibit 3.1 to the Company’s Current Report on Form 8-K dated
(date of earliest event reported) April 17, 2005, as filed with the SEC on
April 21, 2005)
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4.4
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Amended
and Restated Bylaws of Cenveo, Inc. (incorporated by reference
to Exhibit 3.2 to the Company’s Current Report on Form 8-K dated (date of
earliest event reported) February 22, 2007, as filed with the SEC on
August 30, 2007)
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4.5
|
Cenveo,
Inc. 2007 Long-Term Equity Incentive Plan (incorporated by reference to
Exhibit 10.1 to the Company’s Quarterly Report on Form 10-Q for the
quarter ended June 30, 2007, as filed with the SEC on August 8,
2007)
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4.6
|
Amendment
to the Cenveo, Inc. 2007 Long-Term Equity Incentive Plan (incorporated by
reference as Exhibit A to the Company’s Definitive 14A, as filed with the
SEC on April 28, 2008)
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5.1
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Opinion
of Timothy M. Davis, the Company’s General Counsel
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23.1
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Consent
of Deloitte & Touche LLP
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23.2
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Consent
of Ernst & Young LLP
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23.3
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Consent
of Timothy M. Davis (included in Exhibit 5.1)
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24.1
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Powers
of Attorney (included in signature page to this Registration
Statement)
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A. | The undersigned registrant hereby undertakes: |
(1) | To file, during any period in which offers or sales are being made, a post-effective amendment to the registration statement: |
(i) | To include any prospectus required by section 10(a)(3) of the Securities Act; |
(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
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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 SEC pursuant to Rule 424(b) if, in the
aggregate, the changes in volume and price represent no more than 20%
change in the maximum aggregate offering price set forth in the
“Calculation of Registration Fee” table in the effective registration
statement.
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(iii) |
To include any
material information with respect to the plan of distribution not
disclosed previously in the registration statement or any material change
to such information in the registration
statement;
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(2) |
That, for the
purpose of determining any liability under the Securities Act, 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.
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(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.
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B.
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The
undersigned registrant hereby undertakes that, for purposes of determining
any liability under the Securities Act, each filing of the registrant’s
annual report pursuant to section 13(a) or section 15(d) of the Exchange
Act (and, where applicable, each filing of an employee benefit plan’s
annual report pursuant to section 15(d) of the Exchange Act) 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.
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C.
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Insofar
as indemnification for liabilities arising under the Securities Act 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 SEC such indemnification is
against public policy as expressed in the Securities 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 Securities Act and will be governed by the final
adjudication of such issue.
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Signature
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Capacity
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Date
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||
/s/ Robert G. Burton, Sr.
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Chairman
of the Board and
Chief
Executive Officer
(Principal
Executive Officer)
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September
11, 2008
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||
Robert
G. Burton, Sr.
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||||
/s/ Mark S.
Hiltwein
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Chief
Financial Officer
(Principal
Financial Officer and Principal
Accounting
Officer)
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September
11, 2008
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||
Mark
S. Hiltwein
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||||
/s/ Gerald S. Armstrong
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Director
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September
11, 2008
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||
Gerald
S. Armstrong
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||||
/s/ Patrice M. Daniels
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Director
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September
11, 2008
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||
Patrice
M. Daniels
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||||
/s/ Leonard C. Green
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Director
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September
11, 2008
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||
Leonard
C. Green
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||||
/s/ Mark J. Griffin
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Director
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September
11, 2008
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||
Mark
J. Griffin
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||||
/s/ Robert B. Obernier
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Director
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September
11, 2008
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||
Robert
B. Obernier
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Exhibit
No.
|
Description
|
4.1
|
Articles
of Incorporation of Cenveo, Inc. (incorporated by reference to Exhibit 3.1
to the Company’s Quarterly Report on Form 10-Q for the quarter ended June
30, 1997, as filed with the SEC on August 14, 1997)
|
4.2
|
Amendment
to Articles of Incorporation of Cenveo, Inc. (incorporated by reference to
Exhibit 3.2 to the Company’s Quarterly Report on Form 10-Q for the quarter
ended June 30, 2004, as filed with the SEC on August 2, 2004)
|
4.3
|
Amendment
to Articles of Incorporation and Certificate of Designations of Series A
Junior Participating Preferred Stock of Cenveo, Inc. (incorporated by
reference to Exhibit 3.1 to the Company’s Current Report on Form 8-K dated
(date of earliest event reported) April 17, 2005, as filed with the SEC on
April 21, 2005)
|
4.4
|
Amended
and Restated Bylaws of Cenveo, Inc. (incorporated by reference
to Exhibit 3.2 to the Company’s Current Report on Form 8-K dated (date of
earliest event reported) February 22, 2007, as filed with the SEC on
August 30, 2007)
|
4.5
|
Cenveo,
Inc. 2007 Long-Term Equity Incentive Plan (incorporated by reference to
Exhibit 10.1 to the Company’s Quarterly Report on Form 10-Q for the
quarter ended June 30, 2007, as filed with the SEC on August 8,
2007)
|
4.6
|
Amendment
to the Cenveo, Inc. 2007 Long-Term Equity Incentive Plan (incorporated by
reference as Exhibit A to the Company’s Definitive 14A, as filed with the
SEC on April 28, 2008)
|
5.1
|
Opinion
of Timothy M. Davis, the Company’s General Counsel
|
23.1
|
Consent
of Deloitte & Touche LLP
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23.2
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Consent
of Ernst & Young LLP
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23.3
|
Consent
of Timothy M. Davis (included in Exhibit 5.1)
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24.1
|
Powers
of Attorney (included in signature page to this Registration
Statement)
|