UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
|
SCHEDULE
13D
|
Under
the Securities Exchange Act of 1934
(Amendment
No. __)
|
Nashua
Corporation
|
(Name
of Issuer)
|
Common
Stock
|
(Title
of Class of Securities)
|
631226107
|
(CUSIP
Number)
|
May
6, 2009
|
(Date
of Event Which Requires Filing of this Statement)
|
Cenveo,
Inc.
One
Canterbury Green
201
Broad Street
Stamford,
CT 06901
Telephone:
(203) 302-3700
Attn:
Robert G. Burton, Jr.
|
with
a copy to:
Hughes
Hubbard & Reed LLP
One
Battery Park Plaza
New
York, NY 10004
Telephone: (212)
837-6000
Attn: Kenneth
A. Lefkowitz
|
(Name,
Address and Telephone Number of Person Authorized to Receive Notices and
Communications)
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CUSIP
No. 631226107
|
Page
2 of 7
|
1
|
NAME
OF REPORTING PERSONS
Cenveo,
Inc.
S.S.
or I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS
84-1250533
|
||
2
|
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A
GROUP*
(a) o
(b) o
|
||
3
|
SEC
USE ONLY
|
||
4
|
SOURCE
OF FUNDS
Not
Applicable
|
||
5
|
CHECK
BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d)
OR 2(e)
o
|
||
6
|
CITIZENSHIP
OR PLACE OF ORGANIZATION
Colorado
|
||
NUMBER
OF
SHARES
BENEFICIALLY
OWNED
BY
EACH
REPORTING
PERSON
WITH
|
7
|
SOLE
VOTING POWER
0
|
|
8
|
SHARED
VOTING POWER
1,251,076
|
||
9
|
SOLE
DISPOSITIVE POWER
0
|
||
10
|
SHARED
DISPOSITIVE POWER
0
|
||
11
|
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,251,076
|
||
12
|
CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES*
o
|
||
13
|
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
22.3%
|
||
14
|
TYPE
OF REPORTING PERSON*
CO
|
CUSIP
No. 631226107
|
Page
3 of 7
|
CUSIP
No. 631226107
|
Page 4
of 7
|
CUSIP
No. 631226107
|
Page 5
of 7
|
Exhibit
2.1
|
Agreement
and Plan of Merger dated as of May 6, 2009 among Cenveo, Inc., NM
Acquisition Corp. and Nashua Corporation (filed as Exhibit 2.1 to the
Current Report on Form 8-K dated (date of earliest event reported) May 6,
2009, as filed with the SEC on May 7, 2009, and incorporated by reference
herein).
|
Exhibit
99.1
|
Voting
Agreement dated as of May 6, 2009 among Cenveo, Inc., Thomas G. Brooker,
John Patenaude, Todd McKeown, Andrew B. Albert, L. Scott Barnard, Avrum
Gray, Michael T. Leatherman, Mark Schwarz, and Newcastle Partners, L.P.
(filed as Exhibit 99.1 to the Current Report on Form 8-K dated (date of
earliest event reported) May 6, 2009, as filed with the SEC on May 7,
2009, and incorporated by reference
herein).
|
CUSIP
No. 631226107
|
Page
6 of 7
|
CENVEO,
INC.
|
||
By:
|
/s/ Mark S. Hiltwein | |
Name: Mark
S. Hiltwein
|
||
Its:
Chief Financial Officer
|
CUSIP
No. 631226107
|
Page
7 of 7
|
Name
|
Present
Principal Occupation Including Name and Address of
Employer
|
Robert
G. Burton, Sr.
|
Chairman
and Chief Executive Officer
|
Gerald
S. Armstrong
|
Executive
Vice President
EarthWater
Global, LLC
73
Spring Street, Suite 302
New
York, NY 10012
|
Leonard
C. Green
|
President,
The Green Group
900
Route 9
Woodbridge,
NJ 07733
|
Mark
J. Griffin
|
Headmaster,
Eagle Hill School
45
Glenville Road
Greenwich,
CT 06831
|
Robert
Obernier
|
Chairman
and Chief Executive Officer,
Horizon
Paper Co., Inc.
1010
Washington Blvd.
Stamford,
CT
06901
|
Name
|
Present
Principal Occupation Including Name and Address of
Employer
|
Mark
S. Hiltwein
|
Chief
Financial Officer
|
Dean
E. Cherry
|
Group
President, Envelope, Commercial Print & Packaging
Group
|
Timothy
Davis
|
Senior
Vice President, General Counsel & Secretary
|
Harry
Vinson
|
President
– Cadmus Publisher Services
Group
|