UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
|
Cenveo,
Inc.
|
(Exact
name of registrant as specified in its
charter)
|
Colorado
|
(State
or other jurisdiction of incorporation or
organization)
|
2670
|
(Primary
Standard Industrial Classification Code
Number)
|
84-1250533
|
(I.R.S.
Employer Identification Number)
|
One
Canterbury Green
201
Broad Street
Stamford,
CT 06901
Telephone
No.: (203) 595-3000
|
(Address,
including zip code, and telephone number, including area code, of
registrant’s principal executive offices)
|
One
Canterbury Green
201
Broad Street
Stamford,
CT 06901
Telephone
No.: (203) 595-3000
Telecopier
No.: (203) 595-3074
Attention: General
Counsel
|
(Address,
including zip code, and telephone number, including area code, of
registrant’s principal executive offices)
|
Hughes
Hubbard & Reed LLP
One
Battery Park Plaza
New
York, NY 10004
Telephone
No.: (212) 837-6000
Telecopier
No.: (212) 422-4726
Attn:
Kenneth A. Lefkowitz
Charles
A. Samuelson
|
Wilmer
Cutler Pickering Hale and Dorr LLP
60
State Street
Boston,
MA 02109
Telephone
No.: (617) 526-6000
Telecopier
No.: (617) 526-5000
Attn:
Philip P. Rossetti
Jeffrey
A. Hermanson
|
Large accelerated
filer o
|
Accelerated filer
x
|
Non-accelerated
filer o (Do
not check if a smaller reporting company)
|
Smaller reporting company o |
Information
contained herein is subject to completion or amendment. A registration
statement relating to these securities has been filed with the Securities
and Exchange Commission. These securities may not be sold nor may offers
to buy be accepted prior to the time the registration statement becomes
effective. This proxy statement/prospectus shall not constitute an offer
to sell or the solicitation of any offer to buy nor shall there be any
sale of these securities in any jurisdiction in which such offer,
solicitation or sale would be unlawful prior to registration or
qualification under the securities laws of any such
jurisdiction.
|
NASHUA CORPORATION -- PROXY STATEMENT |
CENVEO, INC. --
PROSPECTUS
|
Cenveo
Common Stock
(NYSE: CVO)
|
Implied
Value of One Share
of Nashua Common Stock
|
|||||
At
May 6, 2009
|
$5.01
|
$6.88
|
||||
At
July 8, 2009
|
$3.75
|
$6.88
|
|
·
|
To
approve the agreement and plan of merger dated as of May 6, 2009 (the
“merger agreement”) among Cenveo, Inc., a Colorado corporation (“Cenveo”),
NM Acquisition Corp., a Massachusetts corporation and a wholly-owned
subsidiary of Cenveo (“Merger Sub”), and Nashua, as more fully described
in the attached proxy statement/prospectus, and the transactions
contemplated in the merger agreement, including the merger of Nashua and
Merger Sub contemplated thereby.
|
|
·
|
To
adjourn or postpone the special meeting, if necessary, to solicit
additional proxies in favor of the merger agreement and the transactions
contemplated thereby, including the
merger.
|
Cenveo,
Inc.
One
Canterbury Green
201
Broad Street
Stamford,
CT 06901
(203)
595-3000
Attention:
Investor Relations
|
Q:
|
Why
am I receiving this proxy
statement/prospectus?
|
A:
|
You
are receiving this proxy statement/prospectus because you were a
stockholder of record of Nashua on the record date for the Nashua special
meeting.
|
|
You
may also be receiving this proxy statement/prospectus if you hold shares
of Nashua common stock in a brokerage or bank account or an account with
another third party (which we refer to herein as a nominee) and such
shares are held on your behalf by a broker, bank or other nominee. If your
shares of Nashua common stock are held on your behalf by a broker, bank or
other nominee, you are the beneficial owner of such shares, but the
broker, bank or other nominee is the stockholder of record and your shares
are referred to as being held in “street
name.”
|
Q:
|
What
will Nashua shareholders be entitled to receive upon completion of the
merger?
|
A:
|
Under
the terms of the merger agreement, each share of Nashua common stock, par
value $1.00 per share, issued and outstanding immediately prior to the
completion of the merger, will be converted into the right to receive (x)
an amount in cash equal to $0.75 per share, without interest, and (y) a
number of shares of Cenveo common stock (which we refer to as the
“exchange ratio”) determined by dividing $6.130 by the volume weighted
average price per share of Cenveo common stock on the 15 trading days
Cenveo and Nashua shall select by lot out of the 30 trading days ending on
and including the second trading day immediately prior to the closing date
of the merger (we refer to such price as the “measurement price”).
However, in the event that such measurement price of Cenveo common stock
is equal to or less than $3.750, then the number of shares of Cenveo
common stock received by Nashua shareholders per share of Nashua stock
shall be equal to 1.635 and in the event that such measurement price is
greater than or equal to $5.250, then the number of shares of Cenveo
common stock received by Nashua shareholders per share of Nashua stock
shall be equal to 1.168.
|
|
Cenveo
will not issue any fractional shares of Cenveo common stock in the merger.
Nashua common shareholders who would otherwise be entitled to a fractional
share of Cenveo common stock will instead receive an amount in cash,
rounded to the nearest cent and without interest, equal to (i) the
fraction of a share to which such holder would otherwise have been
entitled multiplied by (ii) the value of a share of Cenveo common
stock, as determined in the preceding
paragraph.
|
Q:
|
What
will holders of Nashua stock options and restricted stock receive in
connection with the merger?
|
|
Under
the terms of the merger agreement, upon completion of the merger, the
outstanding and unexercised stock options to acquire Nashua common stock
will be converted into stock options to acquire Cenveo common stock
adjusted to reflect the exchange ratio applicable to Nashua common stock
generally as follows:
|
Q:
|
What
do I need to do now?
|
A:
|
Read carefully this
proxy statement/prospectus because it contains important
information about the merger and the Nashua special meeting. After you
have read this proxy statement/prospectus and have decided how you
wish to vote your Nashua shares, please vote your shares
promptly.
|
Q:
|
How
do I vote my shares?
|
|
Shareholders
of Record
|
|
If
you are a Nashua shareholder of record, you may vote your shares either in
person at the special meeting or by
proxy.
|
|
A
“proxy” is another person that you designate to vote your shares on your
behalf in the manner that you direct. If you designate someone as your
proxy in a written document, that document also is called a proxy or for
our purposes, a proxy card. The enclosed proxy card and
instructions allow you to vote your shares without attending the special
meeting in person. For the purposes of the special meeting, if
you complete the enclosed proxy card and return it to Nashua prior to the
start of the special meeting, you will be designating the Nashua officers
named on the proxy card to act as your proxies and to vote on your behalf
at the special meeting in accordance with the instructions you set forth
on your proxy card. To vote by proxy, you must complete, sign, date and
return the proxy card in the enclosed envelope. For your proxy
to
|
|
be
counted at the special meeting, Nashua must receive your proxy card prior
to the start of the special
meeting.
|
|
Shares
held by a bank, broker or other
nominee
|
|
If
your shares are held on your behalf by a broker, bank or other nominee in
street name, then as the beneficial owner of such shares you are entitled
to instruct your broker, bank or other nominee how to vote such
shares. Your bank, broker or other nominee will provide you
with an instruction card that will allow you to vote your shares without
attending the Nashua shareholders' meeting in person. Submitting your
voting instructions to your bank, broker or other nominee will ensure that
your shares are represented and voted at the special
meeting.
|
|
If your shares are
held in street name and you would like to vote in person at the
special meeting, you must obtain a proxy, executed in your favor, from the
broker, bank or other nominee that is the record holder of your shares of
Nashua common stock. If your shares are held in street name and you plan
to merely attend the special meeting, but not vote in person, you must
have a document from the broker, bank or other nominee that is the record
holder of your shares confirming your
ownership.
|
|
Participants
in the Nashua 401(k) Plan
|
|
Fidelity
Management Trust Company, as trustee of the Nashua 401(k) plan, is
considered the stockholder of record with respect to any shares held on
your behalf in the Nashua 401(k) plan. If you are a participant
in the Nashua 401(k) plan, then you are entitled to instruct Fidelity
Management Trust Company as to how to vote shares of common stock
credited to your Nashua 401(k) Plan account by indicating your
instructions on the instruction card provided to you by Fidelity
Management Trust Company and returning it to Fidelity Management
Trust Company at the address provided on the instruction card by ● ,
2009.
|
|
If
you hold shares as a participant in Nashua’s 401(k) plan, you may not vote
those shares in person at the special meeting. You are
nevertheless invited to attend the special
meeting.
|
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Your
vote is important. We encourage you to vote as soon as
possible.
|
A:
|
In
order to approve the merger proposal, shareholders holding a majority of
the outstanding shares of Nashua common stock entitled to vote on the
merger proposal must vote “FOR” the merger proposal. In order
to postpone or adjourn the special meeting, if necessary, to solicit
additional proxies to vote in favor of the merger proposal, the holders of
shares of Nashua common stock representing a majority of the votes cast on
the proposal to adjourn or postpone the special meeting must vote “FOR”
the adjournment or postponement of the special
meeting.
|
Q:
|
Have
certain Nashua shareholders already agreed to vote to approve the merger
proposal?
|
A:
|
Nashua’s
shareholders, Andrew B. Albert (a director of Nashua), L. Scott Barnard (a
director of Nashua), Thomas Brooker (Nashua’s CEO and also a director),
Avrum Gray (a director of Nashua), Michael T. Leatherman (a director of
Nashua), Todd McKeown (an executive officer of Nashua), John Patenaude (an
executive officer of Nashua), Mark Schwarz (a director of Nashua) and
Newcastle Partners, L.P., whose shares represented approximately 23% of
Nashua’s outstanding common stock as of the record date for the Nashua
special meeting, entered into a voting agreement with Cenveo, pursuant to
which they have agreed to vote their shares in favor of the approval of
the merger proposal.
|
Q:
|
Why
is my vote important?
|
A:
|
If
you do not vote by proxy or in person at the special meeting, it will be
more difficult for us to obtain the necessary quorum to hold our special
meeting. In addition, your failure to vote, by proxy or in person, will
have the same effect as a vote against the merger proposal because the
merger proposal must be approved by the affirmative vote of the holders of
a majority of the outstanding shares of Nashua common stock entitled to
vote on the merger proposal.
|
Q:
|
If
I have submitted a proxy card or provided voting instructions can I change
my vote?
|
A:
|
Yes. Shareholders
of record who have submitted a proxy card may revoke it by (i) giving
written notice of revocation to Nashua’s Corporate Secretary at any time
prior to the Nashua special meeting, (ii) properly submitting to
Nashua a duly executed proxy bearing a later date (but which is dated and
received by Nashua prior to the special meeting) or (iii) attending
the special meeting and voting in person. Nashua shareholders of record
may vote in person regardless of whether they have previously submitted a
proxy, and such vote will revoke any previous proxy, but the mere presence
(without notifying the Corporate Secretary) of a shareholder at the
special meeting will not constitute revocation of a previously given
proxy.
|
A:
|
If
you sign and timely return your proxy card, but do not indicate how your
shares are to be voted with respect to one or more of the matters to be
voted on at the special meeting, and do not indicate that you wish to
abstain from voting, as necessary to vote your shares on each matter, your
shares will be voted in accordance with the recommendations of our Board
of Directors: “FOR” the merger proposal; and “FOR” the adjournment or
postponement of the special meeting, if necessary, to solicit additional
proxies in favor of the merger agreement and the transactions contemplated
thereby, including the merger.
|
Q:
|
What
happens if I fail to instruct my broker, bank or other nominee on how to
vote my shares?
|
A:
|
Your
broker, bank or other nominee cannot vote your shares without instructions
from you. If you do not provide your broker, bank or
other nominee with instructions as to how to vote your shares and your
broker, bank or other nominee submits an unvoted proxy with respect to
those shares, then what is referred to as a “broker non-vote” will occur
for those shares. If a broker non-vote occurs with respect to
any shares, then such shares will be counted for the purpose of
determining whether a quorum exists at the special meeting, but will not
be voted for any of the proposals at the meeting. If a broker
non-vote occurs with respect to any shares, it will have the
same effect as a vote by such shares against the approval of the merger
proposal and against the adjournment or postponement of the special
meeting, if necessary, to solicit additional
proxies.
|
|
You
should instruct your broker, bank or other nominee as to how to vote your
shares, following the instructions they provide to
you.
|
Q:
|
If
I am a participant in the Nashua 401(k) plan, what happens if the plan
trustee does not receive voting instructions from
me?
|
A:
|
Any
shares held in the Nashua 401(k) plan for which Fidelity Management
Trust Company, as the plan trustee, does not receive voting
instructions by ● , 2009, will not be voted at the special
meeting.
|
Q:
|
Should
I send my Nashua stock certificates in with my proxy
card?
|
A:
|
No. Please
DO NOT send your Nashua stock certificates with your proxy card. After the
merger, Cenveo will send you instructions for exchanging Nashua stock
certificates for the merger
consideration.
|
Q:
|
Will
Nashua be required to submit the merger agreement to its shareholders for
approval?
|
A:
|
Yes.
Under the terms of the merger agreement, unless the merger agreement is
terminated before the Nashua special meeting, Nashua is required to submit
the merger agreement to its shareholders for approval even if Nashua’s
board of directors has withdrawn, modified or qualified its recommendation
that Nashua’s shareholders vote “FOR” the approval of the merger
proposal.
|
Q:
|
When
do you expect to complete the
merger?
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A:
|
We
expect to complete the merger in the third quarter of 2009. However, we
cannot assure you when or if the merger will occur. Among other things, we
cannot complete the merger until we obtain the approval of Nashua
shareholders at the special
meeting.
|
Q:
|
Whom
should I call with questions about the special meeting or the
merger?
|
A:
|
Nashua
shareholders should call Georgeson, Inc., Nashua’s proxy solicitor,
toll-free at (888) 605-7508, with any questions about the special meeting
or the merger and related
transaction.
|
|
·
|
Each
option to purchase shares of Nashua common stock will be converted into an
option to purchase a number of shares of Cenveo common stock equal to the
product (rounded down to the nearest whole share) of (x) the number of
shares of Nashua common stock subject to the Nashua option immediately
prior to the merger and (y) the number obtained by dividing $6.130 by the
volume-weighted average price per share of Cenveo common stock on 15 days
selected by lot out of the 30 trading days ending on and including
the
|
|
second
trading day immediately prior to the closing date of the merger, provided
that (i) if such average price is less than or equal to $3.750, this
clause (y) shall equal 1.635; and (ii) if such average price equals or
exceeds $5.250, this clause (y) shall equal
1.168.
|
|
·
|
The
per-share exercise price of the resulting Cenveo option will be determined
by (a) subtracting $0.75 from the exercise price per share of Nashua
common stock at which the option was exercisable immediately prior to the
merger, (b) dividing that difference by the number in clause (y) of the
preceding bullet point, and (c) rounding the result up to the nearest
whole cent.
|
Cenveo
|
Nashua
|
Implied
Value
of One
|
||||||||||
Common
Stock
|
Common
Stock
|
Share
of Nashua
|
||||||||||
(NYSE:
CVO)
|
(NASDAQ:
NSHA)
|
Common
Stock
|
||||||||||
May
6, 2009
|
$
|
5.01
|
$
|
2.52
|
$
|
6.88
|
||||||
July
8, 2009
|
$
|
3.75
|
$
|
6.40
|
$
|
6.88
|
|
·
|
the
approval of the merger agreement and the transactions contemplated
thereby, including the merger, by Nashua
shareholders;
|
|
·
|
the
effectiveness of the registration statement of which this proxy
statement/prospectus is a part with respect to the Cenveo common stock to
be issued in the merger under the Securities Act and the absence of any
stop order suspending the effectiveness of the registration statement or
proceedings initiated or threatened by the SEC for that
purpose;
|
|
·
|
the
absence of any law, statute, rule, regulation, judgment, decree,
injunction or other order by any court or other governmental entity that
prohibits completion of the merger;
|
|
·
|
in
the event that Cenveo and Merger Sub determine that the waiting period
applicable under the Hart-Scott-Rodino Antitrust Improvements Act of 1976,
as amended, is applicable to the merger, then the expiration or
termination of such waiting period;
|
|
·
|
the
authorization of the listing of the shares of Cenveo common stock to be
issued in connection with the merger on the New York Stock Exchange,
subject to official notice of
issuance;
|
|
·
|
the
truth and correctness of the representations and warranties of each other
party in the merger agreement, subject to the materiality standards
provided in the merger agreement, and the performance by each other party
in all material respects of their obligations under the merger agreement
(and the receipt by each party of certificates from the other party to
such effects); and
|
|
·
|
the
absence of any event, change, effect, condition, fact or circumstance that
has or would be reasonably expected to have a material adverse effect, as
defined in the merger agreement, on the other
party.
|
|
·
|
if
the merger is to be structured such that Merger Sub is the surviving
corporation, Cenveo and Merger Sub will have received a legal opinion from
Cenveo’s counsel with respect to certain United States federal income tax
consequences of the merger and a certification from Nashua’s counsel that
it will not be able to provide an opinion which would be necessary for
Nashua to be the surviving corporation and that certain representations
made by Nashua regarding pension plan reporting requirements under federal
law are true and correct in all respects as of the closing date of the
merger; and
|
|
·
|
fewer
than 835,160 dissenting shares, as defined in the merger agreement, owned
by Nashua shareholders other than Cenveo and its
affiliates.
|
|
·
|
if
the merger is to be structured such that Merger Sub is the surviving
corporation, Nashua will have received a legal opinion from Nashua’s
counsel with respect to certain United States federal income tax
consequences of the merger; and
|
|
·
|
if
the merger is to be structured such that Nashua is the surviving
corporation, either Nashua will have received a legal opinion from
Nashua’s counsel with respect to certain United States federal income tax
consequences of the merger, Cenveo’s counsel will have certified to Nashua
that it is unable to deliver an opinion which would be necessary for
Merger Sub to be the surviving corporation or certain conditions for
Merger Sub being the surviving corporation will not have been
met.
|
|
·
|
if
the merger has not been completed on or prior to November 6, 2009 or such
other date as Cenveo and Nashua agree to in writing, unless the failure to
complete the merger by that date is due to the breach of the merger
agreement by the party seeking to terminate the merger
agreement;
|
|
·
|
if
there is any law or order permanently restraining, enjoining or otherwise
prohibiting the completion of the merger;
or
|
|
·
|
if
the Nashua shareholders fail to approve the merger agreement and the
transactions contemplated thereby at the special
meeting.
|
|
·
|
by
Cenveo because Nashua’s board of directors fails to recommend, or changes
the recommendation (or resolves or publicly proposes to take any such
action), that its shareholders approve the merger agreement (whether or
not permitted by the merger
agreement);
|
|
·
|
by
Cenveo because Nashua’s board of directors recommends (or resolves or
publicly proposes to recommend) to its shareholders, or Nashua enters into
an agreement, letter of intent, agreement-in-principle or acquisition
agreement relating to an acquisition proposal or a superior proposal;
or
|
|
·
|
by
Nashua because Nashua’s board of directors approves or recommends, or
Nashua enters into a definitive agreement with respect to, a superior
proposal before the time that its shareholders vote on whether to approve
the merger agreement.
|
|
·
|
by
either Cenveo or Nashua if the merger has not been completed on or prior
to November 6, 2009 or such other date as Cenveo and Nashua agree to in
writing, Nashua has failed to hold the special meeting of shareholders to
vote on approval of the merger agreement and the party who is seeking to
terminate the merger agreement is not the cause of the failure to complete
the merger by such date because of such party’s breach of the merger
agreement;
|
|
·
|
by
either Cenveo or Nashua because the shareholders have not approved the
merger agreement at a duly held special meeting or at any adjournment or
postponement thereof;
|
|
·
|
by
Cenveo because Nashua materially breaches its obligations under the merger
agreement by failing to call the special shareholders meeting to approve
the merger agreement and the transactions contemplated thereby
or to prepare and mail to its shareholders this proxy statement as
required by the merger agreement;
or
|
|
·
|
by
Cenveo or Nashua for any reason (other than as set forth in the bullets
above) following a material breach by Nashua of any material provision in
its covenant to refrain from soliciting alternate acquisition
proposals;
|
|
·
|
solicit
or initiate the making of, or take any other action to knowingly
facilitate any inquiries or the making of any proposal that constitutes or
may reasonably be expected to lead to, any proposal from a third party
regarding certain acquisitions of Nashua, its shares, or its
business;
|
|
·
|
participate
in discussions or negotiations with, or provide nonpublic information to,
any person with respect to an acquisition
proposal;
|
|
·
|
change
its recommendation in favor of the
merger;
|
|
·
|
approve
or recommend, or publicly announce it is considering approving or
recommending, any acquisition proposal;
or
|
|
·
|
enter
into any agreement, letter of intent, agreement-in-principle or
acquisition agreement relating to any acquisition
proposal.
|
|
·
|
participate
in discussions or negotiations with, or provide information to, a third
party who makes an unsolicited, bona fide, written acquisition proposal so
long as (i) such acquisition proposal has not been solicited (other than
solicitations permitted prior to 11:59 p.m. New York City time on June 4,
2009), (ii) a majority of the members of Nashua’s board of directors
determines, in good faith, after consultation with its financial advisors
that the acquisition proposal constitutes or is reasonably likely to
constitute a superior proposal, (iii) a majority of the members of
Nashua’s board of directors determines, in good faith, after consultation
with its outside legal advisors, that failing to take such action would be
inconsistent with their fiduciary duties, (iv) prior to participating in
discussions or negotiations with, or providing any nonpublic information
to, the third party Nashua provides Cenveo with written notice of the
identity of the third party and of Nashua’s intention to provide
information to or participate in discussions or negotiations with such
person, (v) prior to participating in discussions or negotiations with, or
providing any nonpublic information to, the third party Nashua receives
from the third party an executed confidentiality agreement containing
terms no less restrictive than those in Cenveo’s confidentiality agreement
with Nashua and (vi) prior
to providing information to the third party, Nashua provides such
information to Cenveo (to the extent such information has not previously
been delivered or made available by Nashua to
Cenveo);
|
|
·
|
approve
or recommend, or enter into (and, in connection therewith, change the
recommendation of Nashua’s board) a definitive agreement with respect to
an unsolicited, bona fide, written acquisition proposal so long as (i)
neither Nashua nor any of its affiliates or representatives has solicited
the acquisition proposal (other than solicitations permitted prior to
11:59 p.m. New York City time on June 4, 2009) or otherwise violated the
restrictions on acquisition proposals in the merger agreement; (ii) Nashua
provides Cenveo with written notice indicating that Nashua, acting in good
faith, believes the acquisition proposal is reasonably likely to be a
superior proposal; (iii) during the three business day period after the
foregoing
|
|
|
notice
is provided to Cenveo, Nashua causes its financial and legal advisors to
negotiate in good faith with Cenveo in an effort to make such adjustments
to the terms and conditions of the merger agreement such that the
acquisition proposal would not constitute a superior proposal; (iv) after
taking such negotiations and adjustments into account, a majority of the
members of Nashua’s board of directors determines, in good faith, after
consultation with outside legal counsel, that failing to approve or
recommend or enter into a definitive agreement with respect to the
acquisition proposal would be inconsistent with their fiduciary duties and
that the acquisition proposal remains a superior proposal; and (v) Nashua
terminates the merger agreement and pays the required termination fee and
expenses; or
|
|
·
|
change
its recommendation in favor of the merger if a majority of the members of
Nashua’s board of directors determines in good faith, after consultation
with outside legal counsel, that failure to do so would constitute a
breach of their fiduciary duties.
|
Historical
|
||||||||||||||||
Cenveo
|
Nashua
|
Pro
Forma Combined
|
Pro Forma
Equivalent
Nashua Share
|
|||||||||||||
Loss
Per Share From Continuing
Operations
– Basic and Diluted
|
||||||||||||||||
For
the first fiscal quarter of 2009
|
$ | (0.08 | ) | $ | (0.06 | ) | $ | (0.07 | ) | $ | (0.04 | ) | ||||
For
fiscal year 2008
|
(5.51 | ) | (3.65 | ) | (5.02 | ) | (3.07 | ) | ||||||||
Cash
Dividends Per Share
|
||||||||||||||||
For
the first fiscal quarter of 2009
|
$ | 0.00 | $ | 0.00 | $ | 0.00 | $ | 0.00 | ||||||||
For
fiscal year 2008
|
0.00 | 0.00 | 0.00 | 0.00 | ||||||||||||
Book
Value Per Share
|
||||||||||||||||
As
of the end of the first fiscal quarter of 2009
|
$ | (4.06 | ) | $ | 3.83 | $ | (2.84 | ) | $ | (1.74 | ) | |||||
As
of the end of fiscal year 2008
|
(4.07 | ) | 3.84 | (2.85 | ) | (1.74 | ) |
As
of or for the Three
Months
Ended
|
As
of or for the Year Ended
|
|||||||||||||||||||||||||||
March
28,
|
March
29,
|
January
3,
|
December
29,
|
December
30,
|
December
31,
|
January
1,
|
||||||||||||||||||||||
2009
|
2008
|
2009
|
2007
|
2006
|
2005
|
2005
|
||||||||||||||||||||||
(In
thousands, except per share data)
|
||||||||||||||||||||||||||||
Summarized
Income Statement Data:
|
||||||||||||||||||||||||||||
Net
sales
|
$ | 412,100 | $ | 534,328 | $ | 2,098,694 | $ | 2,046,716 | $ | 1,511,224 | $ | 1,594,781 | $ | 1,597,652 | ||||||||||||||
Restructuring,
impairment and other charges
|
8,732 | 9,749 | 399,066 | (1) | 40,086 | 41,096 | 77,254 | 5,407 | ||||||||||||||||||||
Operating
income (loss)
|
221 | 22,980 | (223,546 | )(1) | 137,550 | 63,395 | (26,310 | ) | 37,428 | |||||||||||||||||||
Income
(loss) from continuing operations
|
(4,187 | ) | (2,743 | ) | (296,976 | )(2) | 23,985 | (11,148 | ) | (148,101 | ) | (44,708 | ) | |||||||||||||||
Per
Common Share Data:
|
||||||||||||||||||||||||||||
Income
(loss) from continuing
operations
- basic
|
$ | (0.08 | ) | $ | (0.05 | ) | $ | (5.51 | ) | $ | 0.45 | $ | (0.21 | ) | $ | (2.96 | ) | $ | (0.94 | ) | ||||||||
Income
(loss) from continuing
operations
- diluted
|
(0.08 | ) | (0.05 | ) | (5.51 | ) | 0.44 | (0.21 | ) | (2.96 | ) | (0.94 | ) | |||||||||||||||
Book
value at end of period
|
(4.06 | ) | 1.64 | (4.07 | ) | 1.85 | 1.09 | (0.93 | ) | 1.18 | ||||||||||||||||||
Cash
dividends
|
0.00 | 0.00 | 0.00 | 0.00 | 0.00 | 0.00 | 0.00 | |||||||||||||||||||||
Weighted
Average Number of Shares:
|
||||||||||||||||||||||||||||
Basic
|
54,352 | 53,715 | 53,904 | 53,584 | 53,288 | 50,038 | 47,750 | |||||||||||||||||||||
Diluted
|
54,352 | 53,715 | 53,904 | 54,645 | 53,288 | 50,038 | 47,750 | |||||||||||||||||||||
Balance
Sheet Data:
|
||||||||||||||||||||||||||||
Total
assets
|
$ | 1,501,445 | $ | 1,946,357 | $ | 1,552,114 | $ | 2,002,722 | $ | 999,892 | $ | 1,079,564 | $ | 1,174,747 | ||||||||||||||
Total
long-term debt, including current maturities
|
1,261,222 | 1,395,751 | 1,306,355 | 1,444,637 | 675,295 | 812,136 | 769,769 |
As
of or for the
Three
Months
Ended
April 3,
|
As
of or for the
Three
Months
Ended
March 28,
|
As
of or for the Year
Ended
December 31,
|
||||||||||||||
2009
|
2008
|
2008
|
2007
|
|||||||||||||
(In
thousands, except per share data)
|
||||||||||||||||
Summarized
Income Statement Data:
|
||||||||||||||||
Net
sales
|
$ | 62,478 | $ | 63,926 | $ | 264,903 | $ | 272,799 | ||||||||
Cost
of products sold
|
53,588 | 54,068 | 225,498 | 224,545 | ||||||||||||
Income
(loss) from continuing
operations
|
(317 | ) | (353 | ) | (19,764 | )(1) | 3,851 | |||||||||
Per
Common Share Data:
|
||||||||||||||||
Income
(loss) from continuing
operations
- basic
|
$ | (0.06 | ) | $ | (0.07 | ) | $ | (3.65 | ) | $ | 0.67 | |||||
Income
(loss) from continuing
operations
- diluted
|
(0.06 | ) | (0.07 | ) | (3.65 | ) | 0.66 | |||||||||
Book
value at end of period
|
3.83 | 10.86 | 3.84 | 10.90 | ||||||||||||
Cash
dividends
|
0.00 | 0.00 | 0.00 | 0.00 | ||||||||||||
Weighted
Average Number of Shares:
|
||||||||||||||||
Basic
|
5,314 | 5,396 | 5,414 | 5,743 | ||||||||||||
Diluted
|
5,314 | 5,396 | 5,414 | 5,817 | ||||||||||||
Average
Balance Sheet Data:
|
||||||||||||||||
Total
assets
|
$ | 95,167 | $ | 126,000 | $ | 100,203 | $ | 127,702 | ||||||||
Total
long-term liabilities
|
49,766 | 41,134 | 49,679 | 40,671 |
|
·
|
its
knowledge of the current and prospective business environment in which
Nashua and Cenveo operate, including economic and market conditions, and
specifically, its assessment of information with respect to both of
Nashua’s and Cenveo’s financial condition, results of operations,
business, competitive position and business prospects and risks, on both
an historical and prospective basis, as well as current industry, economic
and market conditions and trends;
|
|
·
|
its
assessment of Cenveo’s businesses, prospects, operations, earnings
generation ability and financial condition and its view of the attractive
growth characteristics of Cenveo’s existing markets and businesses and
Cenveo’s ability to serve the growing needs of Nashua’s existing
customers, including by creating enhanced marketing opportunities and
achieving significant network and operational
synergies;
|
|
·
|
its
assessment that Nashua’s operations strategically mirror and complement
Cenveo’s existing product lines and will create strategic cross-selling
opportunities for both companies’
customers;
|
|
·
|
its
assessment of trends in the industry in which Nashua’s business operates
and the strategic alternatives available to Nashua, including remaining an
independent public company, strategic partnerships, acquisitions of or
mergers with other companies in the industry, as well as the risks and
uncertainties associated with such alternatives, and specifically that
Lincoln’s contacts with potential strategic partners had identified only a
limited number of parties that were interested in meeting with Nashua, and
that Lincoln believed a transaction with any of such other interested
parties was uncertain;
|
|
·
|
its
consideration of the fact that entering into any negotiations with a third
party would not necessarily lead to an equivalent or better offer and
would be subject to significant due diligence and negotiation that would
take time and would likely lead to the loss of the potential offer from
Cenveo;
|
|
·
|
its
review with management and its outside financial and legal advisors of the
terms and provisions of the merger agreement and the financial and other
terms of the merger, including the exchange ratio and the final collar,
and the commitments by both Cenveo and Nashua to complete the
merger;
|
|
·
|
the
provisions in the merger agreement that permit Nashua, subject to the
terms and conditions of the merger agreement, under certain circumstances,
to, for a limited period of time, respond to market conditions and provide
information to and engage in negotiations with other potential acquirers
in accordance with the terms of the “go-shop” provision of the merger
agreement, to generally provide information to and engage in negotiations
with third parties that make unsolicited proposals, and, subject to
payment of a termination fee and the other conditions set forth in the
merger agreement, to enter into a transaction with a party that makes a
superior proposal;
|
|
·
|
its
belief that the consideration provided for in the merger agreement, in
light of Nashua’s activities to date (including, without limitation,
overtures made to and from third parties in advance of the execution of
the merger agreement), represented a significant premium for Nashua’s
shareholders and also likely represented the best per-share price
reasonably obtainable for Nashua’s
shareholders;
|
|
·
|
the
fact that Nashua shareholders will have an opportunity to vote to approve
the merger on the terms provided in the merger
agreement;
|
|
·
|
the
likelihood that the shareholder approval needed to complete the
transaction may be obtained in a timely manner and that no material
regulatory approvals will be
required;
|
|
·
|
its
view that Nashua, when merged with Cenveo, will be positioned to provide a
comprehensive range of integrated products and services to its customers,
and will have considerably greater geographic reach, which will enhance
service to Nashua’s and Cenveo’s customers and communities and provide
greater opportunities for its
employees;
|
|
·
|
the
historical and current market prices of Cenveo common stock and Nashua
common stock, as well as the financial analyses prepared by Lincoln and
Riveron;
|
|
·
|
the
opinion delivered to it by Lincoln to the effect that, as of the date of
its opinion, and subject to and based on the qualifications and
assumptions set forth in such opinion, the exchange ratio plus the cash
consideration to be paid by Cenveo in the merger was fair, from a
financial point of view, to Nashua, as more fully described below in the
section entitled “The Merger— Opinion of Nashua’s Financial Advisor”;
and
|
|
·
|
Cenveo’s
track record of integrating acquisitions and its understanding of the
opportunities and risks presented by an acquisition of a company with the
size and other characteristics of
Nashua.
|
Fiscal
Year Ended
December
31,
|
Fiscal
Years Ending December 31,
|
|||||||||||||||||||
2008(Actual)
|
2009(E)
|
2010(E)
|
2011(E)
|
2012(E)
|
||||||||||||||||
(in
thousands)
|
||||||||||||||||||||
Net
Sales 1
|
$263.5
|
$257.4 | $263.9 | $271.8 | $279.9 | |||||||||||||||
Adjusted
EBITDA 2
|
$7.0
|
$8.2 | $9.0 | $9.8 | $10.1 | |||||||||||||||
(1)
|
Net sales are projected to decline 2.8% in 2009 in part due to the decline in the economy partially offset by projected new business. Net sales are projected to increase 2.5% in 2010 and 3% in both 2011 and 2012 as a result of the anticipated recovery in the world economy. |
(2) | Adjusted EBITDA is defined for all periods presented as EBITDA adjusted for goodwill impairment and certain other one time charges, including severance cost, cost associated with the closure of the Cranbury, New Jersey distribution center, cost associated with the closure of Jacksonville, Florida label plant and the consolidation of the label business into the Omaha, Nebraska and Jefferson City, Tennessee facilities, one time environmental cost, fees related to the potential sale of parts of the business and fees related to the potential merger with Cenveo. Adjusted EBITDA assumes that cost savings are achieved relative to Nashua’s label plant consolidation project and that overall market conditions and the economy do not cause a further decline in sales and margins. EBITDA is calculated by adding back net interest expense, income tax expense, depreciation and amortization to net income. |
|
·
|
its
knowledge of the current and prospective business environment in which
Nashua and Cenveo operate, including economic and market conditions, and
specifically, its assessment of information with respect to both of
Nashua’s and Cenveo’s financial condition, results of operations,
business, competitive position and business prospects and risks, on both
an historical and prospective basis, as well as current industry, economic
and market conditions and trends;
|
|
·
|
its
assessment of Nashua’s businesses, prospects, operations, earnings
generation ability and financial condition and its view of the attractive
growth characteristics of Nashua’s existing markets and businesses and
Nashua’s ability to serve the growing needs of Cenveo’s existing
customers, including by creating enhanced marketing opportunities and
achieving significant network and operational
synergies;
|
|
·
|
its
assessment that Nashua’s operations strategically complement certain
Cenveo’s existing product lines and will create strategic cross-selling
opportunities for both companies’
customers;
|
|
·
|
its
assessment of trends in the industry in which Cenveo’s business
operates;
|
|
·
|
its
review with management and its outside financial and legal advisors of the
terms and provisions of the merger agreement and the financial and other
terms of the merger, including the exchange ratio and the final collar,
and the commitments by both Cenveo and Nashua to complete the
merger;
|
|
·
|
the
likelihood that the shareholder approval needed to complete the
transaction may be obtained in a timely manner and that no material
regulatory approvals will be
required;
|
|
·
|
its
view that Cenveo, when merged with Nashua, will be positioned to provide a
comprehensive range of integrated products and services to its customers,
and will have considerably greater geographic reach, which will enhance
service to Cenveo’s and Nashua’s customers and communities and provide
greater opportunities for its
employees;
|
|
·
|
the
historical and current market prices of Cenveo common stock and Nashua
common stock; and
|
|
·
|
the
history, size and other such characteristics of
Nashua.
|
|
·
|
reviewed
a draft of the merger agreement dated May 5,
2009;
|
|
·
|
reviewed
Nashua’s Annual Reports on Form 10-K filed with the SEC for each of the
three years ended December 31, 2008, 2007 and 2006, and unaudited
interim financial information for each of the three-month periods ended
April 3, 2009 and March 28, 2008, which the management of Nashua
identified as being the most current financial statements and other
financial information available;
|
|
·
|
reviewed
Cenveo’s Annual Reports on Form 10-K filed with the SEC for each of the
three years ended January 3, 2009, December 31, 2007 and December 31,
2006, and Cenveo’s Quarterly Reports on Form 10-Q filed with the SEC for
each of the three-month periods ended March 28, 2009 and March 29, 2008,
which the management of Cenveo identified as being the most current
financial statements and other financial information
available;
|
|
·
|
discussed
with certain members of Nashua’s and Cenveo’s management the business,
financial outlook and prospects of each of Nashua and
Cenveo;
|
|
·
|
reviewed
certain business, financial and other information relating to Nashua and
Cenveo, including financial forecasts for Nashua and Cenveo provided to or
discussed with Lincoln by the management of Nashua and
Cenveo;
|
|
·
|
reviewed
certain stock trading, financial and other information for Nashua and
Cenveo and compared that data and information with certain stock trading,
financial and corresponding data and information for companies with
publicly traded securities that Lincoln deemed
relevant;
|
|
·
|
reviewed
the financial terms of the transactions contemplated by the merger
agreement and compared those terms with the financial terms of certain
business combinations and other transactions that Lincoln deemed
relevant;
|
|
·
|
reviewed
the press release regarding Cenveo’s credit
amendment;
|
|
·
|
reviewed
Riveron Consulting’s Draft Financial Diligence Report as of April 23, 2009
regarding the financial diligence performed on Cenveo;
and
|
|
·
|
considered
such other information, financial studies, analyses and investigations and
financial, economic and market criteria that Lincoln deemed
relevant.
|
Price per Share
|
Implied
Premium
of the Merger
|
||
Then-current
stock price (5/5/2009)
|
$3.02
|
127.8%
|
|
One-week
volume-weighted average
|
$3.00
|
129.1%
|
|
30-day
volume-weighted average
|
$2.19
|
214.5%
|
|
90-day
volume-weighted average
|
$1.98
|
210.0%
|
|
180-day
volume-weighted average
|
$3.17
|
101.1%
|
Date
|
Target/Issuer
|
Buyers/Investors
|
Sellers
|
03/03/2009
|
Western
Goldfields Inc.
|
New
Gold, Inc.
|
Aurora
Oil & Gas Corp.; Terranova Partners LP
|
02/26/2009
|
ZI
Corp.
|
Nuance
Communications, Inc.
|
BayStar
Capital; Lancer Partners
|
02/12/2009
|
Heartware
International Inc.
|
Thoratec
Corp.
|
Apple
Tree Partners
|
12/04/2008
|
People
Telecom Ltd.
|
M2
Telecommunications Group Ltd.
|
-
|
11/13/2008
|
YM
BioSciences Inc.
|
BBM
Holdings, Inc.
|
Consortium
of investors
|
11/02/2008
|
China
Biopharmaceuticals Holdings, Inc.
|
Neostem,
Inc.
|
-
|
10/06/2008
|
Guidance
Software, Inc.
|
AccessData
Corporation
|
-
|
10/03/2008
|
Stallion
Group, The
|
Delta
Oil & Gas Inc.
|
-
|
10/03/2008
|
Cambridge
Solutions, Ltd.
|
Xchanging
PLC
|
Scandent
Group Ltd.
|
08/28/2008
|
Planktos
Corp.
|
Maidon
Services Limited
|
Solar
Energy Ltd. (OTCBB:SLRE)
|
05/28/2008
|
Service
First Bancorp
|
Central
Valley Community Bancorp
|
-
|
05/21/2008
|
MedQuist
Inc.
|
CBay,
Inc.
|
Koninklijke
Philips Electronics NV
|
05/09/2008
|
NOVA
RE S.p.A.
|
Aedes
SpA
|
-
|
12/20/2007
|
Dolmen
Computer Applications NV
|
RealDolmen
NV
|
Sofina
SA; ETS Fr Colruyt SA
|
10/05/2007
|
Paivis
Corp.
|
Trustcash
Holdings, Inc.
|
-
|
10/02/2007
|
Pavilion
Bancorp Inc.
|
First
Defiance Financial Corp.
|
-
|
09/26/2007
|
Glen
Rose Petroleum Corp.
|
Blackwood
Ventures LLC
|
-
|
08/31/2007
|
Home
Building Society Ltd.
|
Bank
of Queensland Ltd.
|
-
|
08/23/2007
|
Wham
Energy Plc
|
Venture
Production Plc
|
-
|
05/07/2007
|
Evogenix
Pty Ltd.
|
Arana
Therapeutics Limited
|
Start-up
Australia Ventures Pty Ltd.
|
04/23/2007
|
Biomerge
Industries Ltd
|
Novadaq
Technologies Inc.
|
Canadian
Medical Discoveries Fund
|
04/06/2007
|
Roadhouse
Grill Inc.
|
Duffy's
Holdings, Inc.
|
Berjaya
Group (Cayman) Limited
|
03/28/2007
|
Mountain
Bank Holding Co.
|
Columbia
Banking System Inc.
|
-
|
03/28/2007
|
Town
Center Bancorp
|
Columbia
Banking System Inc.
|
-
|
02/26/2007
|
Falcon
Gold Zimbabwe Ltd.
|
Central
African Gold plc
|
Halogen
Holdings SA
|
11/27/2006
|
RITA
Medical Systems Inc.
|
AngioDynamics
Inc.
|
Consortium
of investors
|
09/17/2006
|
Northern
Empire Bancshares
|
Sterling
Financial Corp.
|
-
|
07/02/2006
|
Summit
Bancshares Inc.
|
Cullen/Frost
Bankers, Inc.
|
-
|
06/13/2006
|
Anywhere
MD, Inc.
|
MedLink
International, Inc.
|
-
|
Date
|
Target/Issuer
|
Buyers/Investors
|
Sellers
|
06/04/2006
|
Firstbank
NW Corp.
|
Sterling
Financial Corp.
|
-
|
05/29/2006
|
Nera
ASA
|
Eltek
ASA
|
-
|
05/02/2006
|
MacLellan
Group plc
|
Interserve
plc
|
-
|
04/03/2006
|
NOS
ASA
|
Imarex
NOS ASA
|
VPS
Holding ASA
|
03/31/2006
|
Mossimo
Inc.
|
Iconix
Brand Group, Inc.
|
-
|
03/02/2006
|
Popularinsa
S.A.
|
Union
Europea de Inversiones S.A.
|
-
|
02/22/2006
|
Beta
Systems Software AG
|
Heidelberger
Beteiligungsholding AG
|
-
|
02/15/2006
|
HLD
Land Development LP
|
-
|
-
|
02/15/2006
|
Barplats
Investments Ltd.
|
Eastern
Platinum Limited
|
-
|
12/23/2005
|
Chirripo
Resources Inc.
|
Milagro
Energy Inc.
|
-
|
12/22/2005
|
Syskoplan
AG
|
Reply
SpA
|
DZ
Equity Partner GmbH
|
12/21/2005
|
Legacy
Bank
|
F.N.B.
Corporation
|
-
|
11/21/2005
|
The
First National Bank of Newport
|
Orrstown
Financial Services Inc.
|
-
|
10/05/2005
|
Centra
Software Inc.
|
Saba
Software Inc.
|
-
|
09/18/2005
|
Integrity
Financial Corp.
|
FNB
United Corp.
|
-
|
08/17/2005
|
CyberGuard
Corp.
|
Secure
Computing Corp.
|
-
|
07/28/2005
|
Powermax
Energy, Inc.
|
High
Plains Energy Inc.
|
-
|
07/20/2005
|
Guilford
Pharmaceuticals Inc.
|
MGI
Pharma Inc.
|
Consortium
of investors
|
06/22/2005
|
Farsands
Solutions Limited
|
Coffey
International Ltd.
|
-
|
06/20/2005
|
Quadra
Resources Corp.
|
Arsenal
Energy, Inc.
|
Firebird
Management LLC
|
06/06/2005
|
Blizzard
Energy Inc.
|
Shiningbank
Energy Income Fund
|
-
|
05/09/2005
|
Nuance
Communications Inc., Prior to Acquisition by ScanSoft Inc.
|
Nuance
Communications, Inc.
|
-
|
04/25/2005
|
North
East Bancshares, Inc.
|
F.N.B.
Corporation
|
-
|
12/29/2004
|
ArelNet
Ltd.
|
Airspan
Communications Ltd.
|
Consortium
of investors
|
12/29/2004
|
Classic
Bancshares Inc.
|
City
Holding Co.
|
-
|
11/16/2004
|
SMTEK
International Inc.
|
CTS
Corporation
|
-
|
09/03/2004
|
KPS
Ventures Ltd.
|
Northern
Financial Corp.
|
-
|
07/28/2004
|
Eurasia
Gold Corp.
|
TKA
Corporation
|
-
|
06/05/2004
|
Chesterfield
Financial Corp.
|
MAF
Bancorp Inc.
|
-
|
05/03/2004
|
Oiltec
Resources Ltd.
|
Forte
Resources Inc.
|
-
|
03/30/2004
|
Brooklyn
Energy Corp.
|
Sequoia
Oil & Gas Trust
|
-
|
03/21/2004
|
Axon
Instruments Inc.
|
Molecular
Devices Corp.
|
-
|
03/03/2004
|
Merant
plc
|
Serena
Software, Inc.
|
Woodside
Fund
|
02/11/2004
|
Owosso
Corp.
|
Allied
Motion Technologies Inc.
|
-
|
01/23/2004
|
FreeMarkets
Inc.
|
Ariba
Inc.
|
Kleiner,
Perkins, Caufield & Byers; On-Line Ventures, Inc
|
01/19/2004
|
Forever
Broadcasting plc
|
UTV
Radio (GB) Ltd.
|
-
|
11/18/2003
|
Canaan
National Bancorp, Inc.
|
Salisbury
Bancorp Inc.
|
-
|
11/11/2003
|
Cartier
Partners Financial Group Inc
|
DundeeWealth
Inc.
|
Cartier
Capital Limited Partnership
|
11/03/2003
|
Southern
Financial Bancorp Inc.
|
Provident
Bankshares Corp.
|
-
|
09/26/2003
|
Business
Bancorp
|
UnionBanCal
Corp.
|
-
|
08/06/2003
|
iManage
Inc.
|
Interwoven
Inc.
|
MDV-Mohr
Davidow Ventures
|
07/23/2003
|
Brio
Software, Inc.
|
Hyperion
Solutions Corp.
|
Consortium
of investors
|
07/23/2003
|
Commercesouth
Inc.
|
BancTrust
Financial Group, Inc.
|
-
|
06/20/2003
|
BelAir
Energy Corp.
|
Point
North Energy Ltd.
|
-
|
05/26/2003
|
TMBR/Sharp
Drilling Inc.
|
Patterson-UTI
Energy Inc.
|
-
|
05/15/2003
|
Nu-Sky
Energy Inc.
|
Kinloch
Resources Inc.
|
-
|
03/27/2003
|
Netro
Corporation
|
SRX
Post Holdings Inc.
|
-
|
03/11/2003
|
Powder
River Petroleum International Inc.
|
Imperial
Petroleum Inc.
|
-
|
02/02/2003
|
3TEC
Energy Corporation
|
Plains
Exploration & Production Company
|
-
|
12/02/2002
|
VL
Dissolution Corp.
|
Sirenza
Microdevices Inc.
|
-
|
11/27/2002
|
Elk
Point Resources Inc.
|
Canetic
Resources Trust
|
-
|
11/18/2002
|
Bridge
View Bancorp
|
Interchange
Financial Services Corp.
|
-
|
11/06/2002
|
Aflease
Gold Ltd.
|
sxr
Uranium One Inc.
|
-
|
Date
|
Target/Issuer
|
Buyers/Investors
|
Sellers
|
09/23/2002
|
Acadiana
Bancshares, Inc.
|
IberiaBank
Corp.
|
-
|
08/22/2002
|
Aurora
Gold Ltd.
|
Abelle
Ltd.
|
-
|
08/05/2002
|
Netvalue
SA
|
NetRatings
Inc.
|
Consortium
of investors
|
06/25/2002
|
Gullane
Entertainment
|
HIT
Entertainment Limited
|
-
|
06/14/2002
|
Cranswick
Premium Wines, Ltd.
|
ETW
Corporation Limited
|
ANZ
Banking Group Ltd.; ING Australia Pty Limited
|
05/09/2002
|
Alliance
Resource Partners LP
|
-
|
J.P.
Morgan Partners, LLC
|
04/05/2002
|
Viant
Corporation
|
Enivid
Inc.
|
-
|
02/27/2002
|
Enserco
Energy Service Company, Inc.
|
Nabors
Industries Ltd.
|
-
|
02/20/2002
|
OTG
Software, Inc.
|
Legato
Systems, Inc.
|
ABS
Capital Partners
|
02/11/2002
|
Promotions.com,
Inc.
|
iVillage
Inc.
|
Consortium
of investors
|
01/21/2002
|
Orogen
Minerals Ltd.
|
Oil
Search Ltd.
|
-
|
01/07/2002
|
Applied
Terravision Systems, Inc.
|
Cognicase,
Inc.
|
-
|
01/04/2002
|
Talarian
Corporation
|
Tibco
Software Inc.
|
Dominion
Ventures, Inc.
|
01/03/2002
|
CompuTrac,
Inc.
|
RainMaker
Software, Inc.
|
-
|
12/19/2001
|
Independence
Bank
|
BNC
Bancorp
|
-
|
12/13/2001
|
Malbak
Ltd.
|
Nampak
Ltd.
|
-
|
11/20/2001
|
Vista
Bancorp, Inc.
|
United
National Bancorp
|
-
|
11/19/2001
|
Pelikan
Holding AG
|
Pelikan
International Corporation Berhad
|
Pbs
Office Supplies Holding Sdn Bhd
|
11/13/2001
|
First
Financial Corp
|
Washington
Trust Bancorp Inc.
|
-
|
11/08/2001
|
Mid-America
Bancorp
|
BB
& T Corp.
|
-
|
10/22/2001
|
Quitman
Bancorp, Inc.
|
Colony
Bankcorp Inc.
|
-
|
09/24/2001
|
International
Pipeline Equipment Company Ltd.
|
Flint
Energy Services Ltd.
|
Lime
Rock Partners
|
09/19/2001
|
BTG,
Inc.
|
L-3
Communications Titan Group
|
-
|
09/19/2001
|
Exchange
FS Group plc
|
Vertex
Financial Services
|
-
|
09/12/2001
|
Tidetime
Sun (Group) Ltd.
|
Sina
Corp.
|
-
|
06/28/2001
|
Urocor,
Inc.
|
DIANON
Systems, Inc.
|
-
|
06/14/2001
|
Century
Bancshares, Inc.
|
United
Bankshares Inc.
|
-
|
06/14/2001
|
ARIS
Corporation
|
CIBER,
Inc.
|
-
|
06/05/2001
|
Columbia
Financial of KY
|
Camco
Financial Corp.
|
-
|
05/24/2001
|
PictureTel
Corporation
|
Polycom,
Inc.
|
-
|
05/01/2001
|
BXL
Energy Ltd. (Canada)
|
Viking
Energy Royalty Trust
|
-
|
04/30/2001
|
Southside
Bancshares Corp.
|
Allegiant
Bancorp Inc.
|
-
|
02/21/2001
|
IMRglobal
Corp.
|
CGI
Group, Inc.
|
-
|
02/20/2001
|
Golden
Isles Financial Holdings, Inc.
|
Ameris
Bancorp
|
-
|
01/24/2001
|
Bargo
Energy Company
|
Mission
Resources Corp.
|
-
|
01/23/2001
|
Alliance
Bancorp
|
Charter
One Financial Inc.
|
-
|
01/22/2001
|
Pontotoc
Production, Inc.
|
Ascent
Energy Inc.
|
-
|
01/18/2001
|
Indigo
Books & Music Inc.
|
-
|
-
|
12/06/2000
|
Pyramid
Energy, Inc.
|
Fox
Energy Corporation
|
-
|
11/22/2000
|
Sloane
Petroleums Inc
|
Gentry
Resources Ltd.
|
-
|
09/26/2000
|
Hong
Kong Energy Holdings Limited
|
Nam
Tai Electronics, Inc.
|
-
|
09/24/2000
|
@Plan.Inc
|
DoubleClick
Inc.
|
-
|
09/20/2000
|
WesterFed
Financial Corp.
|
Glacier
Bancorp Inc.
|
-
|
07/17/2000
|
Ophthalmic
Imaging Systems Inc.
|
MediVision
Medical Imaging Ltd.
|
Premier
Laser Systems Inc.
|
06/05/2000
|
Laser
Power Corporation
|
II-VI
Inc.
|
-
|
06/02/2000
|
Panatlas
Energy, Inc.
|
Velvet
Exploration Ltd. (Canada)
|
-
|
05/16/2000
|
Northfield
Bancorp, Inc.
|
Patapsco
Bancorp Inc.
|
-
|
05/15/2000
|
CITATION
Computer Systems
|
Cerner
Corp.
|
-
|
03/31/2000
|
Bellator
Exploration, Inc.
|
Baytex
Energy Trust
|
-
|
03/21/2000
|
Citizens
Bancorp
|
Lincoln
Bancorp
|
-
|
03/20/2000
|
Spiros
Development Corp.
|
Dura
Pharmaceuticals, Inc
|
-
|
03/06/2000
|
Genzyme
Surgical Products
|
Genzyme
Biosurgery
|
Genzyme
Corp.
|
02/15/2000
|
Advanced
Machine Vision Corporation
|
Key
Technology Inc.
|
-
|
01/13/2000
|
Milton
Federal Financial
|
BancFirst
Ohio Corp.
|
-
|
Date
|
Target/Issuer
|
Buyers/Investors
|
Sellers
|
12/21/1999
|
Medical
Dynamics, Inc.
|
Practiceworks
Inc.
|
-
|
12/09/1999
|
Eve
Group plc
|
Peterhouse
Group plc
|
-
|
11/17/1999
|
North
American Vaccine
|
Baxter
International Inc.
|
Shire
BioChem Inc.; CDP Capital-Technology Ventures
|
10/27/1999
|
CNS
Bancorp, Inc.
|
Hawthorn
Bancshares, Inc.
|
-
|
10/22/1999
|
East/West
Communications, Inc.
|
Omnipoint
Corporation
|
-
|
10/19/1999
|
Template
Software, Inc.
|
Cicero,
Inc.
|
-
|
09/30/1999
|
Harvest
Home Financial Corp.
|
-
|
-
|
08/05/1999
|
Westwood
Homestead Financial Corp
|
Camco
Financial Corp.
|
-
|
07/29/1999
|
Xionics
Document Technologies, Inc.
|
Oak
Technology, Inc.
|
-
|
07/08/1999
|
Community
Federal Bancorp
|
First
M&F Corp.
|
-
|
07/02/1999
|
South
Carolina Community
|
Provident
Community Bancshares, Inc.
|
-
|
06/22/1999
|
Morland
plc
|
Greene
King plc
|
-
|
06/17/1999
|
First
Marathon, Inc.
|
National
Bank of Canada (FI)
|
-
|
05/19/1999
|
Long
Beach Financial Corp.
|
Washington
Mutual Inc.
|
-
|
05/18/1999
|
fine.com
International
|
ARIS
Corporation
|
-
|
05/17/1999
|
RaiLink,
Ltd.
|
RailAmerica,
Inc.
|
-
|
04/13/1999
|
Game
plc
|
Game
Group plc
|
-
|
03/29/1999
|
Derrick
Energy Corp.
|
Enerplus
Resources Fund
|
-
|
03/03/1999
|
Andataco,
Inc.
|
nStor
Technologies Inc.
|
-
|
02/09/1999
|
Eltin
Pty Ltd.
|
Henry
Walker Eltin Group Ltd.
|
-
|
01/27/1999
|
Signature
Inns, Inc.
|
Jameson
Inns Inc.
|
-
|
01/26/1999
|
Little
Falls Bancorp
|
Hudson
United Bancorp
|
-
|
12/16/1998
|
Lakeview
Financial Corp.
|
Dime
Bancorp, Inc.
|
-
|
12/03/1998
|
Micrion
Corporation
|
FEI
Co.
|
-
|
11/20/1998
|
Opal
Energy, Inc.
|
Provident
Energy Trust
|
-
|
10/08/1998
|
Accel
Financial Group Ltd
|
T&W
Financial Corporation
|
-
|
06/01/1998
|
PST
Vans, Inc.
|
US
Xpress Enterprises Inc.
|
-
|
05/24/1998
|
People's
Savings Financial Corp.
|
Emclaire
Financial Corp.
|
Webster
Financial Corp.
|
04/10/1998
|
Dataflex
Corporation
|
CompuCom
Systems, Inc.
|
-
|
04/07/1998
|
Ferex
Corp
|
Recycling
Industries, Inc.
|
-
|
12/08/1997
|
Holliday
Chemical Holdings
|
Yule
Catto & Co. plc
|
-
|
09/24/1997
|
Allergan
Ligand Retinoid Therapeutics, Inc.
|
Ligand
Pharmaceuticals Inc.
|
-
|
07/03/1997
|
Intermetco
Limited
|
Philip
Services Corp.
|
-
|
07/02/1997
|
Calnetics
Corporation
|
Habasit
Holding USA, Inc.
|
-
|
01/03/1997
|
Extended
Family Care Corp.
|
Star
Multi Care Services Inc.
|
-
|
12/06/1996
|
Barefoot,
Inc.
|
Servicemaster
Co.
|
-
|
07/19/1996
|
First
Family Financial Corp.
|
Colonial
Bancgroup Inc.
|
-
|
02/05/1996
|
Golf
Enterprises, Inc.
|
National
Golf Properties
|
-
|
12/02/1995
|
Greiner
Engineering, Inc.
|
URS
Corp.
|
-
|
11/30/1995
|
Summit
Family Restaurants Inc.
|
CKE
Restaurants Inc.
|
ABS
Capital
Partners
|
Volume-Weighted
Average
Prior
to May 5, 2009
|
Implied
Premium
of the Merger
|
Premium
Paid Percentage Data by Percentile
|
||||||||||||||||
10th
|
20th
|
30th
|
40th
|
50th
|
60th
|
70th
|
80th
|
90th
|
||||||||||
One
day prior
|
127.8%
|
(50.2%)
|
(0.8%)
|
8.7%
|
16.7%
|
24.8%
|
35.0%
|
47.0%
|
72.9%
|
235.3%
|
||||||||
One
week prior
|
129.1%
|
(45.0%)
|
4.0%
|
12.7%
|
23.2%
|
27.6%
|
39.1%
|
46.6%
|
80.0%
|
234.1%
|
||||||||
One
month prior
|
214.5%
|
(44.6%)
|
11.4%
|
19.0%
|
23.0%
|
36.6%
|
38.0%
|
55.7%
|
91.6%
|
197.7%
|
||||||||
Three
months prior
|
210.0%
|
(31.0%)
|
12.3%
|
30.4%
|
40.7%
|
43.6%
|
45.8%
|
59.2%
|
115.6%
|
168.3%
|
||||||||
Six
months prior
|
101.1%
|
(43.2%)
|
5.7%
|
36.4%
|
54.7%
|
54.4%
|
55.2%
|
58.4%
|
110.0%
|
131.3%
|
Company
Name
|
LTM
as of(1)
|
LTM
Revenue
|
LTM
EBITDA
|
||
Avery
Dennison Corporation
|
12/27/08
|
$
|
6,710.4
|
$
|
701.1
|
Brady
Corp.
|
1/31/09
|
1,423.5
|
246.9
|
||
Ennis
Inc.
|
2/28/09
|
584.0
|
70.3
|
||
MeadWestvaco
Corporation
|
12/31/08
|
6,637.0
|
794.0
|
||
Multi-Color
Corp.
|
12/31/08
|
280.4
|
36.0
|
||
NCR
Corp.
|
3/31/09
|
5,140.0
|
378.0
|
||
Standard
Register Co.
|
3/29/09
|
758.5
|
45.2
|
||
Nashua
Corp.(2)
|
4/3/09
|
263.5
|
7.4
|
(1)
|
LTM
figures represent most updated publicly available information as of the
date of delivery of the fairness opinion to the board of directors of
Nashua.
|
(2)
|
Nashua
information not publicly available as of the date of delivery of the
fairness opinion to Nashua’s board of directors. LTM EBITDA
shown on an adjusted basis provided by Nashua
management.
|
Nashua Financial
Performance
|
|
LTM
EBITDA
|
$7.0
million
|
2009
expected EBITDA
|
$8.2
million
|
3-year
average EBITDA
|
$8.5
million
|
Selected
Companies Range
|
The Merger
|
Nashua
Trading Multiples
|
|||
Enterprise
value / LTM EBITDA
|
3.4x
– 7.2x
|
6.0x
|
3.0x
|
||
Enterprise
value / 2009 expected EBITDA
|
3.5x
– 8.5x
|
5.4x
|
2.7x
|
||
Enterprise
value / 3-year average EBITDA
|
3.8x
– 6.8x
|
5.2x
|
2.6x
|
||
Share
price / Book value
|
0.9x
– 4.0x
|
0.6x
|
0.3x
|
Selected
Companies Range
|
The Merger
|
Nashua
Trading Multiples
|
|||
Enterprise
value / LTM EBITDA
|
3.4x
– 7.2x
|
7.8x
|
5.4x
|
||
Enterprise
value / 2009 expected EBITDA
|
3.5x
– 8.5x
|
7.1x
|
4.9x
|
||
Enterprise
value / 3-year average EBITDA
|
3.8x
– 6.8x
|
6.9x
|
4.8x
|
||
Share
price / Book value
|
0.9x
– 4.0x
|
1.8x
|
0.8x
|
Enterprise
Value / LTM
|
Price
|
|||
Date
|
Target
Company
|
Acquiring
Company
|
EBITDA
|
Book
Value
|
Jan-09
|
Papierfabrik
Scheufelen GmbH + Co. KG
|
Powerflute
Oyj (AIM:POWR)
|
6.5x
|
n/a
|
Aug-08
|
Carmel
Container Systems Ltd.
|
Hadera
Paper Ltd.
|
6.7x
|
n/a
|
Jul-08
|
Premier
Boxboard Limited, LLC
|
Temple-Inland,
Inc.
|
6.5x
|
n/a
|
Jun-08
|
Integrity
Print Limited
|
MBO
|
n/a
|
n/a
|
Apr-08
|
Papyrus
AB
|
Altor
Equity Partners
|
n/a
|
n/a
|
Apr-08
|
Clear
Image Labels Pty Ltd.
|
CCL
Industries Inc. (TSX:CCL.B)
|
6.1x
|
n/a
|
Mar-08
|
Rex
Corporation
|
Cenveo
Inc. (NYSE:CVO)
|
n/a
|
n/a
|
Feb-08
|
Collotype
Labels International Pty Ltd.
|
Multi-Color
Corp. (NasdaqGS:LABL)
|
n/a
|
n/a
|
Jan-08
|
CD-Design
GmbH
|
CCL
Industries Inc. (TSX:CCL.B)
|
5.6x
|
n/a
|
Nov-07
|
Metallised
Products Limited
|
PH
Glatfelter Co. (NYSE:GLT)
|
n/a
|
n/a
|
Nov-07
|
Advance
Agro Public Co. Ltd. (SET:AA)
|
Yothin
Damnerncharnwanit
|
8.8x
|
1.4x
|
Oct-07
|
M-real
Zanders GmbH
|
ArjoWiggins
SAS
|
n/a
|
n/a
|
Sep-07
|
Stora
Enso North America Corp.
|
Newpage
Holding Corporation
|
8.2x
|
0.8x
|
Aug-07
|
Commercial
Envelope Manufacturing Co., Inc.
|
Cenveo
Inc. (NYSE:CVO)
|
n/a
|
n/a
|
Jul-07
|
ColorGraphics,
Inc.
|
Cenveo
Inc. (NYSE:CVO)
|
n/a
|
n/a
|
Jun-07
|
Blue
Ridge Paper Products Inc.
|
Rank
Group Investments Limited
|
8.1x
|
1.1x
|
Mar-07
|
Cadmus
Communications Corp.
|
Cenveo
Inc. (NYSE:CVO)
|
12.3x
|
3.8x
|
Feb-07
|
Fox
River Paper Company LLC
|
Neenah
Paper, Inc. (NYSE:NP)
|
n/a
|
n/a
|
Sep-06
|
Pimaco
Company
|
Societe
Bic
|
n/a
|
n/a
|
Aug-06
|
International
Paper Do Brasil Ltda., Brazilian Coated Paper Business
|
Stora
Enso Corp.
|
n/a
|
n/a
|
Aug-06
|
Block
Graphics, Inc.
|
Ennis
Inc. (NYSE:EBF)
|
n/a
|
n/a
|
Jul-06
|
Rx
Technology Corporation
|
Cenveo
Inc. (NYSE:CVO)
|
n/a
|
n/a
|
Jun-06
|
Outlook
Group Corp.
|
Milestone
Partners
|
6.8x
|
1.3x
|
Jun-06
|
Packaging
Dynamics Corp.
|
Thilmany,
LLC
|
8.5x
|
2.6x
|
Jun-06
|
Verso
Paper Holdings, LLC
|
Apollo
Management, L.P.
|
7.0x
|
1.0x
|
May-06
|
Altivity
Packaging, LLC
|
Texas
Pacific Group
|
7.4x
|
n/a
|
Selected
Transactions
|
|||||||
Total Range
|
Range
for transactions occurring
after 1/1/2008
|
Median
|
The Merger
|
||||
Enterprise
value / LTM EBITDA
|
5.6x
– 12.3x
|
5.6x
– 6.7x
|
7.2x
|
6.0x
|
|||
Share
price / Book value
|
0.8x
– 5.3x
|
n/a
|
1.4x
|
0.6x
|
Selected
Transactions
|
|||||||
Total Range
|
Range
for transactions occurring
after 1/1/2008
|
Median
|
The Merger
|
||||
Enterprise
value / LTM EBITDA
|
5.6x
– 12.3x
|
5.6x
– 6.7x
|
7.2x
|
7.8x
|
|||
Share
price / Book value
|
0.8x
– 5.3x
|
n/a
|
1.4x
|
1.8x
|
Company
Name
|
LTM
as of(1)
|
LTM
Revenue
|
LTM
EBITDA
|
||
Bowne
& Co. Inc.
|
12/31/08
|
$
|
766.6
|
$
|
26.5
|
Consolidated
Graphics Inc.
|
12/31/08
|
1,185.5
|
154.3
|
||
Champion
Industries Inc.
|
1/31/09
|
158.7
|
14.8
|
||
Deluxe
Corp.
|
3/31/09
|
1,431.1
|
311.0
|
||
Multi-Color
Corp.
|
12/31/08
|
280.4
|
36.0
|
||
R.R.
Donnelley & Sons Company
|
12/31/08
|
11,581.6
|
1,761.3
|
||
Schawk
Inc.
|
9/30/08
|
526.5
|
62.1
|
||
Standard
Register Co.
|
3/29/09
|
758.5
|
45.2
|
||
Transcontinental
Inc.
|
1/31/09
|
1,969.1
|
271.7
|
||
X-Rite,
Incorporated
|
1/3/09
|
261.5
|
46.7
|
||
Cenveo
Inc.(2)
|
3/28/09
|
1,976.4
|
255.9
|
(1)
|
LTM
figures represent most updated publicly available information as of the
date of delivery of the fairness opinion to the board of directors of
Nashua.
|
(2)
|
Cenveo
information not publicly available as of the date of delivery of the
fairness opinion to Nashua’s board of directors. LTM EBITDA
shown on an adjusted basis provided by Cenveo
management.
|
Selected
Companies Range
|
Cenveo
|
||
Enterprise
value / LTM EBITDA
|
3.5x
– 9.0x
|
5.9x
|
|
Enterprise
value / 2009 expected EBITDA
|
4.3x
– 8.8x
|
6.1x
|
|
Enterprise
value / 3-year average EBITDA
|
3.4x
– 9.9x
|
6.5x
|
|
Share
price / 2009 expected earnings per share
|
6.0x
– 17.4x
|
9.1x
|
|
·
|
Each
option to purchase shares of Nashua common stock will be converted into an
option to purchase a number of shares of Cenveo common stock equal to the
product (rounded down to the nearest whole share) of (x) the number of
shares of Nashua common stock subject to the Nashua option immediately
prior to the merger and (y) the number obtained by dividing $6.130 by the
volume-weighted average price per share of Cenveo common stock on 15 days
selected by lot out of the 30 trading days ending on and including the
second trading day immediately prior to the closing date of the merger,
provided that (i) if the 15-day price is less than or equal to $3.750,
this clause (y) shall equal 1.635; and (ii) if the 15-day price equals or
exceeds $5.250, this clause (y) shall equal
1.168.
|
|
·
|
The
per-share exercise price of the resulting Cenveo option will be determined
by (a) subtracting $0.75 from the exercise price per share of Nashua
common stock at which the option was exercisable immediately prior to the
merger, (b) dividing that difference by the number in clause (y) of the
preceding bullet point, and (c) rounding the result up to the nearest
whole cent.
|
|
·
|
corporate
organization and
existence;
|
|
·
|
corporate
power and authority to enter into and perform obligations under the merger
agreement, and the enforceability of, the merger
agreement;
|
|
·
|
required
regulatory filings and consents and approvals of governmental entities;
and
|
|
·
|
the
accuracy of certain documents filed with the SEC since December 31, 2005,
disclosure controls and procedures and internal control over financial
reporting, and the fair presentation of each of their consolidated
financial positions by their financial
statements;
|
|
·
|
the
absence of certain material adverse changes or events since December 31,
2008;
|
|
·
|
the
absence of conflicts with or defaults under organizational documents, debt
instruments, other contracts and applicable laws and
judgments;
|
|
·
|
the
absence of material litigation; and
|
|
·
|
the
absence of use of brokers or finders in connection with the
merger.
|
|
·
|
capital
structure;
|
|
·
|
subsidiaries;
|
|
·
|
the
absence of undisclosed liabilities;
|
|
·
|
the
board of directors’ adoption of the merger
agreement;
|
|
·
|
permits
and compliance with applicable
laws;
|
|
·
|
compliance
with environmental laws and
regulations;
|
|
·
|
intellectual
property matters;
|
|
·
|
tax
matters;
|
|
·
|
compliance
with the Employee Retirement Income Securities Act of 1974, as amended,
and other employee benefit matters;
|
|
·
|
labor
relations;
|
|
·
|
contracts
and arrangements;
|
|
·
|
title
to properties and assets;
|
|
·
|
insurance
matters;
|
|
·
|
suppliers
and customers;
|
|
·
|
transactions
with affiliates;
|
|
·
|
the
opinion of Nashua’s financial
advisor;
|
|
·
|
agreements
with other advisors; and
|
|
·
|
state
takeover laws.
|
|
·
|
amend
its or their articles of incorporation or
bylaws;
|
|
·
|
declare,
pay or set aside any dividends;
|
|
·
|
purchase
or redeem, split, adjust or combine or otherwise acquire or reclassify any
shares of its or their capital
stock;
|
|
·
|
amend
any existing or enter into any new employee benefit plan or increase the
compensation or benefits or grant or pay any benefits to any director,
officer or employee, subject to certain
exceptions;
|
|
·
|
grant,
issue or sell any shares of its or their capital stock, issue any
securities convertible into or exchangeable for options or warrants to
purchase any shares of its capital stock, take any action to accelerate
the vesting of any stock options or take any action with respect to any
stock option plans, employee benefit plans, stock options or restricted
shares that is inconsistent with the treatment contemplated by the merger
agreement;
|
|
·
|
assume
or incur any indebtedness, enter into any capital leases, make any loans
or advances to any other person or entity except in the ordinary course of
business consistent with past practice, or enter into or amend or modify
any credit agreement;
|
|
·
|
merge
or consolidate or purchase a substantial portion of the stock or assets of
any other entity;
|
|
·
|
lease,
mortgage or otherwise encumber or sell, transfer or otherwise dispose of
any of its or their properties or assets, except in the ordinary course of
business consistent with past
practice;
|
|
·
|
make
any tax election that results in a material change in its or their tax
liability or tax refund, waive any restriction on any assessment period
relating to a material amount of taxes or settle or compromise any
material tax liability or refund, or change any material aspect of its
method of accounting for tax
purposes;
|
|
·
|
satisfy
any material liabilities or obligations or settle any material claim,
proceeding or investigation, except in the ordinary course of business
consistent with past practice;
|
|
·
|
make
or commit to make any capital expenditure in respect of any capital
expenditure project other than those capital expenditures that Nashua had
approved as of the date of the merger agreement and disclosed to Cenveo or
capital expenditures not exceeding $100,000 in the
aggregate;
|
|
·
|
enter
into or terminate any material contract, or make any amendment to any
material contract, other than renewals of contracts without materially
adverse changes or contracts with customers in the ordinary course of
business;
|
|
·
|
permit
any of its or their material insurance policies or arrangements to be
canceled or terminated (unless such policy or arrangement is canceled or
terminated in the ordinary course of business consistent with past
practice and concurrently replaced with a policy or arrangement with
substantially similar coverage) or materially
impaired;
|
|
·
|
implement
or adopt any change in its or their material accounting principles,
practices or methods except to the extent required by generally accepted
accounting policies or the rules or policies of the Public Company
Accounting Oversight Board;
|
|
·
|
except
as required by law, conduct or cause to be conducted any testing or
sampling of soil, groundwater or other environmental media at any real
property it or they currently or formerly owned, leased, occupied or
operated; or
|
|
·
|
enter
into any agreement or commitment to do any of the
foregoing.
|
|
·
|
recommending,
through Nashua’s board of directors, that the Nashua shareholders approve
the merger;
|
|
·
|
calling
a meeting of Nashua shareholders to vote on the merger
proposal;
|
|
·
|
taking
actions to have any dispositions of Nashua common stock in connection with
the merger exempt from the short swing profit rules under the federal
securities laws;
|
|
·
|
using
reasonable best efforts to grant approvals and take such actions as are
necessary to comply with any applicable state takeover or similar
laws;
|
|
·
|
giving
Cenveo the opportunity to participate in any litigation related to the
proposed merger and related transactions and agreeing not to settle any
such litigation without Cenveo’s consent;
and
|
|
·
|
causing
each member of its board of directors to resign effective immediately
prior to the effective time of the
merger.
|
|
·
|
the
preparation of this proxy
statement/prospectus;
|
|
·
|
the
holding of the special meeting of Nashua
shareholders;
|
|
·
|
access
to information of the other
company;
|
|
·
|
cooperating
and using reasonable best efforts to take, or cause to be taken, all
appropriate action to consummate the merger and associated
transactions;
|
|
·
|
preparing
all documentation to effect all necessary filings and obtaining all third
party and governmental permits, consents, approvals and authorizations
necessary to consummate the transactions contemplated by the merger
agreement;
|
|
·
|
cooperating
with respect to public statements concerning the transactions contemplated
by the merger agreement;
|
|
·
|
furnishing
notice to each other of any material breach or failure to comply by such
party of any representation, warranty, covenant or agreement in the merger
agreement;
|
|
·
|
preserving
the confidentiality of all information provided to each other in
connection with the merger proposal;
and
|
|
·
|
using
reasonable best efforts to cause the merger to be treated as a
reorganization within the meaning of Section 368(a) of the Internal
Revenue Code of 1986, as amended.
|
|
·
|
for
the period beginning on May 6, 2009 and ending at the effective time of
the merger, not declaring, setting aside, paying or making any dividend or
other distribution or payment (whether in cash, stock or other property)
with respect to any shares of the capital stock or any other of its voting
securities without the prior written approval of
Nashua;
|
|
·
|
continuing
to provide indemnification and directors and officers insurance for
Nashua’s directors and officers for a period of six years after the
effective time of the merger;
|
|
·
|
promptly
transferring all of the capital stock of the surviving corporation to
Cenveo Corporation, its wholly-owned
subsidiary;
|
|
·
|
continuing
Nashua’s existing employee benefit plans or offering participation in
Cenveo’s employee benefit plans for non-union employees who continue to
work for the surviving corporation or Cenveo after the effective time of
the merger, until the end of any applicable benefit plan
year;
|
|
·
|
agreeing
to give continuing employees full credit for prior service with Nashua for
purposes of eligibility and vesting but not for purposes of benefit
accrual (other than with respect to vacation) under the Cenveo employee
benefit plans, except to the extent it would result in a duplication of
benefits or be prohibited under applicable law, waiving all limitations
under Cenveo’s welfare plans with respect to preexisting conditions
and exclusions and providing credit for co-payments and deductibles paid
by continuing employees during the plan year in which the effective time
occurs; and
|
|
·
|
reserving
(free from preemptive rights) sufficient shares of Cenveo common stock to
provide for effecting the conversion of the issued and outstanding shares
of Nashua common stock.
|
|
·
|
the
term “acquisition proposal” means any offer, proposal or public
announcement from any person relating
to:
|
|
o
|
any
direct or indirect acquisition or purchase of 20% or more of Nashua’s
consolidated revenues, net income or assets or 20% or more of any class of
Nashua’s equity securities or equity securities of any of its
subsidiaries;
|
|
o
|
any
tender offer or exchange offer that, if consummated, would result in any
person beneficially owning 20% or more of any class of Nashua’s equity
securities; or
|
|
o
|
any
merger, reorganization, share exchange, consolidation, business
combination, sale of all or substantially all of the assets,
recapitalization, liquidation, dissolution or similar transaction
involving Nashua or any of its
subsidiaries.
|
|
·
|
the
term “superior proposal” means a bona fide unsolicited, other than with
respect to a solicitation permitted prior to 11:59 p.m. New York City time
on June 4, 2009, written proposal that is reasonably capable of being
fully financed and made by any person to acquire all of the issued and
outstanding shares of Nashua’s common stock pursuant to a tender offer,
exchange offer or a merger or to acquire all of Nashua’s properties and
assets on terms and conditions that a majority of the members of Nashua’s
board of directors determines in good faith, after consultation with its
financial advisor and taking into account all of the terms and conditions
of such proposal, is more favorable to Nashua’s shareholders from a
financial point of view than the merger and is reasonably capable of being
consummated.
|
|
·
|
initiate,
solicit and encourage, whether publicly or otherwise, acquisition
proposals, including by way of providing access to non-public information
pursuant to one or more confidentiality agreements (so long as the same
information was provided to Cenveo);
and
|
|
·
|
enter
into and maintain discussions or negotiations with respect to acquisition
proposals or otherwise cooperate with or assist or participate in, or
facilitate any such inquiries, proposals, discussions or negotiations so
long as (i) prior to participating in discussions or negotiations with, or
providing any nonpublic information to, the third party Nashua provides
Cenveo with written notice of the identity of the third party and of
Nashua’s intention to provide information to or participate in discussions
or negotiations with such person, (ii) prior to participating in
discussions or negotiations with, or providing any nonpublic information
to, the third party Nashua receives from the third party an executed
confidentiality agreement containing terms no less restrictive than those
in Cenveo’s confidentiality agreement with Nashua and (iii) prior to
providing information to the third party, Nashua provides such information
to Cenveo (to the extent such information has not previously been
delivered or made available by Nashua to
Cenveo).
|
|
·
|
solicit
or initiate the making of, or take any other action to knowingly
facilitate any inquiries or the making of any proposal that constitutes or
may reasonably be expected to lead to, any proposal from a third party
regarding certain acquisitions of Nashua, its shares, or its
business;
|
|
·
|
participate
in discussions or negotiations with, or provide nonpublic information to,
any person with respect to an acquisition
proposal;
|
|
·
|
change
its recommendation in favor of the
merger;
|
|
·
|
approve
or recommend, or publicly announce it is considering approving or
recommending, any acquisition proposal;
or
|
|
·
|
enter
into any agreement, letter of intent, agreement-in-principle or
acquisition agreement relating to any acquisition
proposal.
|
|
·
|
participate
in discussions or negotiations with, or provide information to, a third
party who makes an unsolicited, bona fide, written acquisition proposal so
long as (i) such acquisition proposal has not been solicited (other than
solicitations permitted prior to 11:59 p.m. New York City time on June 4,
2009), (ii) a majority of the members of Nashua’s board of directors
determines, in good faith, after consultation with its financial advisors
that the acquisition proposal constitutes or is reasonably likely to
constitute a superior proposal, (iii) a majority of the members of
Nashua’s board of directors determines, in good faith, after consultation
with its outside legal advisors, that failing to take such action would be
inconsistent with their fiduciary duties, (iv) prior to participating in
discussions or negotiations with, or providing any nonpublic information
to, the third party Nashua provides Cenveo with written notice of the
identity of the third party and of Nashua’s intention to provide
information to or participate in discussions or negotiations with such
person, (v) prior to participating in discussions or negotiations with, or
providing any nonpublic information to, the third party Nashua receives
from the third party an executed confidentiality agreement containing
terms no less restrictive than those in Cenveo’s confidentiality agreement
with Nashua and (vi) prior to providing information to the third party,
Nashua provides such information to Cenveo (to the extent such information
has not previously been delivered or made available by Nashua to
Cenveo);
|
|
·
|
approve or recommend, or enter into (and, in
connection therewith, change the recommendation of Nashua’s board) a
definitive agreement with respect to an unsolicited, bona fide, written
acquisition proposal so long as (i) neither Nashua nor any of its
affiliates or representatives has solicited the acquisition proposal
(other than solicitations permitted prior to 11:59 p.m. New York City time
on June 4, 2009) or otherwise violated the restrictions on acquisition
proposals in the merger agreement; (ii) Nashua provides Cenveo with
written notice indicating that Nashua, acting in good faith, believes the
acquisition proposal is reasonably likely to be a superior proposal; (iii)
during the three business day period after the foregoing notice is
provided to Cenveo, Nashua causes its financial and legal advisors to
negotiate in good faith with Cenveo in an effort to make such adjustments
to the terms and conditions of the merger agreement such that the
acquisition proposal would not constitute a superior proposal; (iv) after
taking such negotiations and adjustments into account, a majority of the
members of Nashua’s board of directors determines, in good faith, after
consultation with outside legal counsel, that failing to approve or
recommend or enter into a definitive agreement with respect to the
acquisition proposal would be inconsistent with their fiduciary duties and
that the acquisition proposal remains a superior proposal; and (v) Nashua
terminates the merger agreement and pays the required termination fee and
expenses; or
|
|
·
|
change
its recommendation in favor of the merger if a majority of the members of
Nashua’s board of directors determines in good faith, after consultation
with outside legal counsel, that failure to do so would constitute a
breach of their fiduciary duties.
|
|
·
|
the
approval of the merger agreement and the transactions contemplated
thereby, including the merger, by Nashua
shareholders;
|
|
·
|
the
effectiveness of the registration statement of which this proxy
statement/prospectus is a part with respect to the Cenveo common stock to
be issued in the merger under the Securities Act and the absence of any
stop order suspending the effectiveness of the registration statement or
proceedings initiated or threatened by the SEC for that
purpose;
|
|
·
|
the
absence of any law, statute, rule, regulation, judgment, decree,
injunction or other order by any court or other governmental entity, that
prohibits completion of the merger;
|
|
·
|
in
the event that Cenveo and Merger Sub determine that the waiting period
applicable under the Hart-Scott-Rodino Antitrust Improvements Act of 1976,
as amended, is applicable to the merger, then the expiration or
termination of such waiting period;
and
|
|
·
|
the
authorization of the listing of the shares of Cenveo common stock to be
issued in connection with the merger on the New York Stock Exchange,
subject to official notice of
issuance.
|
|
·
|
Nashua’s
representations and warranties regarding capitalization, undisclosed
liabilities and absence of material changes since December 31, 2008
contained in the merger agreement must be true and correct as of the date
of the merger agreement and as of the closing date of the merger and
Nashua’s other representations and warranties contained in the merger
agreement must be true and correct as of the date of the merger agreement
and as of the closing date, except for changes permitted by the merger
agreement, to the
extent representations and warranties by their terms speak only as of a
certain date, in which case such representations and warranties shall be
true and correct as of such date, and for inaccuracies that, individually
or in the aggregate, have not had and would not reasonably be expected to
have a “company material adverse effect” (as such term is defined in the
merger agreement);
|
|
·
|
Nashua
shall have performed in all material respects all obligations and
covenants that it is required to perform under the merger
agreement;
|
|
·
|
Nashua
shall not have suffered a material adverse effect since May 6,
2009;
|
|
·
|
Nashua
shall have delivered to Cenveo a certification of an executive officer of
Nashua to the effect that each of the conditions set forth above is
satisfied in all respects;
|
|
·
|
if
the merger is to be structured such that Merger Sub is the surviving
corporation, Cenveo and Merger Sub will have received a legal opinion from
Cenveo’s counsel with respect to certain United States federal income tax
consequences of the merger and a certification from Nashua’s counsel that
it will not be able to provide an opinion which would be necessary for
Nashua to be the surviving corporation and that certain representations
made by Nashua regarding pension plan reporting requirements under federal
law are true and correct in all respects as of the closing date of the
merger;
|
|
·
|
there
shall be no more than 835,160 dissenting shares, as defined in the merger
agreement, owned by Nashua shareholders other than Cenveo and its
affiliates.
|
|
·
|
Cenveo’s
representations and warranties regarding capitalization and absence of
material changes since January 3, 2009 contained in the merger agreement
must be true and correct as of the date of the merger agreement and as of
the closing date and Cenveo’s other representations and warranties
contained in the merger agreement must be true and correct as of the date
of the merger agreement and as of the closing date, except for changes
permitted by the merger agreement, to the extent representations and
warranties by their terms speak only as of a certain date, in which case
such representations and warranties shall be true and correct as of such
date, and for inaccuracies that, individually or in the aggregate, have
not had and would not reasonably be expected to have a “parent material
adverse effect” (as such term is defined in the merger
agreement);
|
|
·
|
Cenveo
shall have performed in all material respects all obligations and
covenants that it is required to perform under the merger
agreement;
|
|
·
|
Cenveo
shall not have suffered a material adverse effect since May 6,
2009;
|
|
·
|
Cenveo
shall have delivered to Nashua a certification of an executive officer of
Nashua to the effect that each of the conditions set forth above is
satisfied in all respects;
|
|
·
|
if
the merger is to be structured such that Merger Sub is the surviving
corporation, Nashua will have received a legal opinion from Nashua’s
counsel with respect to certain United States federal income tax
consequences of the merger; and
|
|
·
|
if
the merger is to be structured such that Nashua is the surviving
corporation, Nashua will have received a legal opinion from Nashua’s
counsel with respect to certain United States federal income tax
consequences of the merger, Cenveo’s counsel will have certified to Nashua
that it is unable to deliver an opinion which would be necessary for
Merger Sub to be the surviving corporation or certain conditions
for Merger Sub being the surviving corporation will not have
been met.
|
|
·
|
if
the merger has not been completed on or prior to November 6, 2009 or such
other date as Cenveo and Nashua agree to in writing, unless the failure to
complete the merger by that date is due to the breach of the merger
agreement by the party seeking to terminate the merger
agreement;
|
|
·
|
if
there is any law or order permanently restraining, enjoining or otherwise
prohibiting the completion of the merger;
or
|
|
·
|
if
the Nashua shareholders fail to approve the merger agreement and the
transactions contemplated thereby at the special
meeting.
|
|
·
|
by
Cenveo because Nashua’s board of directors fails to recommend, or changes
the recommendation (or resolves or publicly proposes to take any such
action), that its shareholders approve the merger agreement (even if
permitted by the merger agreement);
|
|
·
|
by
Cenveo because Nashua’s board of directors recommends (or resolves or
publicly proposes to recommend) to its shareholders, or Nashua enters into
an agreement, letter of intent, agreement-in-principle or acquisition
agreement relating to an acquisition proposal or a superior proposal;
or
|
|
·
|
by
Nashua because Nashua’s board of directors approves or recommends, or
Nashua enters into a definitive agreement with respect to, a superior
proposal before the time that its shareholders vote on whether to approve
the merger agreement.
|
|
·
|
by
either Cenveo or Nashua if the merger has not been completed on or prior
to November 6, 2009 or such other date as Cenveo and Nashua agree to in
writing, Nashua has failed to hold the special meeting of shareholders to
vote on approval of the merger agreement and the party who is seeking to
terminate the merger agreement is not the cause of the failure to complete
the merger by such date because of such party’s breach of the merger
agreement;
|
|
·
|
by
either Cenveo or Nashua because the Nashua shareholders have not approved
the merger agreement at a duly held special meeting or at any adjournment
or postponement thereof;
|
|
·
|
by
Cenveo because Nashua materially breaches its obligations under the merger
agreement by failing to call the special shareholders meeting to approve
the merger agreement and the transactions
contemplated
|
|
·
|
thereby
or to prepare and mail to its shareholders this proxy statement as
required by the merger agreement;
or
|
|
·
|
by
Cenveo or Nashua for any reason (other than as set forth in the bullets
above) following a material breach by Nashua of any material provision in
its covenant to refrain from soliciting alternate acquisition
proposals;
|
|
·
|
be
present, in person or represented by proxy, at each meeting (whether
annual or special and whether or not an adjourned or postponed meeting) of
Nashua’s shareholders, however called, so that all of such voting
shareholder’s shares of Nashua’s common stock may be counted for purposes
of determining the presence of a quorum at such
meeting;
|
|
·
|
at
each such meeting, and at any adjournment or postponement thereof, vote
their respective shares of Nashua common stock to: (A) approve the merger
agreement and the transactions contemplated thereby and any action
required in furtherance thereof; and (B) approve any proposal to adjourn
or postpone such meeting to a later date or time if there are not
sufficient votes for approval of the merger agreement on the date on which
the special meeting is held;
and
|
|
·
|
at
each such meeting, and at any adjournment or postponement thereof, vote
against: (A) any action or agreement that would reasonably be expected to
frustrate the purposes of, impede, hinder, interfere with, or prevent or
delay the consummation of the transactions contemplated by the merger
proposal and (B) any acquisition proposal (other than the merger) and any
action required in furtherance
thereof.
|
|
·
|
solicit
or initiate the making of, or take any other action to knowingly
facilitate any inquiries or the making of any proposal that constitutes or
may reasonably be expected to lead to, any acquisition
proposal;
|
|
·
|
participate
in any way in discussions or negotiations with, or furnish or disclose any
information to, any person (other than Cenveo or any of its
representatives) in connection with any acquisition proposal;
or
|
|
·
|
publicly
announce that he or it is considering approving or recommending any
acquisition proposal.
|
|
·
|
that
he or it will not sell, transfer, assign, encumber or otherwise dispose of
any shares of Nashua common stock without the prior written consent of
Cenveo;
|
|
·
|
that
if he or it sells, transfers, assigns, encumbers or otherwise disposes,
which this proxy statement/prospectus refers to as a Transfer, of any
shares of Nashua’s common stock, he or it will require the transferee of
such shares to execute and deliver to Cenveo a joinder to the voting
agreement in form and substance satisfactory to Cenveo;
and
|
|
·
|
to
permit Cenveo to direct Nashua to impose stop orders to prevent the
Transfer of any shares of Nashua common stock beneficially owned by a
voting shareholder on Nashua’s books in violation of the voting
agreement.
|
|
·
|
the
termination of the agreement of merger in accordance with its terms;
or
|
|
·
|
the
effective time of the merger.
|
|
·
|
a
financial institution;
|
|
·
|
a
tax-exempt organization;
|
|
·
|
an
S corporation or other pass-through entity (or an investor in an
S corporation or other pass-through
entity);
|
|
·
|
an
insurance company;
|
|
·
|
a
mutual fund;
|
|
·
|
a
dealer or broker in stocks and securities, or
currencies;
|
|
·
|
a
trader in securities that elects mark-to-market
treatment;
|
|
·
|
a
holder of Nashua stock that received such stock through the exercise of an
employee stock option, through a tax qualified retirement plan or
otherwise as compensation;
|
|
·
|
a
person that has a functional currency other than the
U.S. dollar;
|
|
·
|
a
holder of Nashua stock that holds such stock as part of a hedge, straddle,
constructive sale, conversion or other integrated
transaction;
|
|
·
|
a
holder other than a U.S. holder (as defined
below); or
|
|
·
|
a
U.S. expatriate.
|
|
·
|
all
of such shareholder’s Nashua stock was first exchanged in the merger for
Cenveo common shares; and
|
|
·
|
a
portion of those Cenveo common shares were then redeemed for the cash
actually received in the merger.
|
Cenveo
(CVO)
|
Nashua
(NSHA)
|
|||||||||||||||||||||||
High
|
Low
|
Dividends
|
High
|
Low
|
Dividends
|
|||||||||||||||||||
2009
Quarters
|
||||||||||||||||||||||||
First
|
$ | 3.82 | $ | 3.53 | $ | 0.00 | $ | 1.09 | $ | 0.78 | $ | 0.00 | ||||||||||||
2008
Quarters
|
||||||||||||||||||||||||
Fourth
|
$ | 4.92 | $ | 4.27 | $ | 0.00 | $ | 5.33 | $ | 4.25 | $ | 0.00 | ||||||||||||
Third
|
7.80 | 7.50 | 0.00 | 8.50 | 8.03 | 0.00 | ||||||||||||||||||
Second
|
10.62 | 9.94 | 0.00 | 10.00 | 9.73 | 0.00 | ||||||||||||||||||
First
|
10.58 | 10.16 | 0.00 | 11.00 | 10.91 | 0.00 | ||||||||||||||||||
2007
Quarters
|
||||||||||||||||||||||||
Fourth
|
$ | 18.08 | $ | 17.46 | $ | 0.00 | $ | 11.78 | $ | 11.50 | $ | 0.00 | ||||||||||||
Third
|
22.21 | 21.02 | 0.00 | 11.17 | 11.10 | 0.00 | ||||||||||||||||||
Second
|
23.80 | 23.03 | 0.00 | 10.79 | 10.45 | 0.00 | ||||||||||||||||||
First
|
24.49 | 23.97 | 0.00 | 9.03 | 8.80 | 0.00 |
•
|
Merrimack,
New Hampshire
|
|
•
|
Omaha,
Nebraska
|
|
•
|
Jefferson
City, Tennessee
|
|
•
|
Vernon,
California
|
Name
|
Age
|
Position
|
Thomas
G. Brooker
|
50
|
President
and Chief Executive Officer
|
John
L. Patenaude
|
59
|
Vice
President — Finance, Chief Financial Officer and
Treasurer
|
Margaret
M. Callan
|
42
|
Corporate
Controller and Chief Accounting Officer
|
Donald
A. Granholm
|
54
|
Vice
President — Supply Chain and Human Resources
Management
|
Thomas
M. Kubis
|
48
|
Vice
President of Operations
|
William
Todd McKeown
|
43
|
Vice
President of Sales and Marketing
|
Michael
D. Travis
|
49
|
Vice
President of Marketing
|
Union
|
Approximate
# of
Employees
Covered
|
Location
|
Expiration
Date
|
United
Steelworkers of America
|
98
|
Omaha,
NE
|
March
31, 2012
|
United
Steelworkers of America
|
69
|
Merrimack,
NH
|
July
5, 2009
|
United
Commercial Food Workers
|
33
|
Vernon,
CA
|
March
7, 2011
|
Total
Square
|
||||||
Location
|
Footage
|
Nature
of Products Produced
|
||||
Corporate
|
||||||
Nashua,
New Hampshire (leased)
|
8,000
|
none
(corporate offices)
|
||||
Park
Ridge, Illinois (leased)
|
11,000
|
none
(administrative offices)
|
||||
Specialty
Paper Products Segment
|
||||||
Merrimack,
New Hampshire (leased)
|
156,000
|
paper
products
|
||||
Jefferson
City, Tennessee
|
198,000
|
paper
products
|
||||
Vernon,
California (leased)
|
61,000
|
paper
products
|
||||
Label
Products Segment
|
||||||
Omaha,
Nebraska
|
170,000
|
label
products
|
||||
Jefferson
City, Tennessee
|
60,000
|
label
products
|
||||
Jacksonville,
Florida (leased)
|
42,000
|
none
(unused)
|
|
·
|
closed
the Cranbury, New Jersey facility in the Specialty Paper Products
segment.
|
|
·
|
replaced
certain leased distribution centers with public
warehouses.
|
|
·
|
incurred
a $14.1 million goodwill impairment charge in the third quarter of 2008
related to the Specialty Paper Products
segment.
|
|
·
|
closed
the Jacksonville, Florida facility and consolidated operations into the
Tennessee and Nebraska facilities in the Label Products
segment.
|
|
·
|
streamlined
the workforce and eliminated 25 positions in the selling, general and
administrative areas, which resulted in the recognition of $1.1 million of
associated severance expense.
|
|
·
|
incurred
a tax charge of $4.3 million in the fourth quarter as a result of
increasing the valuation reserve on deferred tax
assets.
|
|
·
|
announced
to employees not covered by contractual agreements that Nashua would
suspend matching contributions to its defined contribution 401(k)
plan.
|
First
Quarter
|
First
Quarter
|
|||||||
2009
|
2008
|
|||||||
(in
millions)
|
||||||||
Net
sales
|
$
|
62.5
|
$
|
63.9
|
||||
Gross
margin (% of net sales)
|
14.2
|
%
|
15.4
|
%
|
||||
Distribution
expenses
|
$
|
2.8
|
$
|
3.4
|
||||
Selling
expenses
|
$
|
2.6
|
$
|
2.9
|
||||
General
and administrative expenses
|
$
|
3.6
|
$
|
3.8
|
||||
Research
and development expenses
|
$
|
.2
|
$
|
.2
|
||||
Interest
expense, net
|
$
|
.3
|
$
|
.5
|
||||
Other
income
|
$
|
(.2
|
)
|
$
|
(.3
|
)
|
||
Loss
before income taxes
|
$
|
(.3
|
)
|
$
|
(.6
|
)
|
||
Net
loss
|
$
|
(.3
|
)
|
$
|
(.4
|
)
|
||
Depreciation
and amortization
|
$
|
1.0
|
$
|
1.1
|
||||
Investment
in plant and equipment
|
$
|
.2
|
$
|
.5
|
First
Quarter
|
First
Quarter
|
|||||||
2009
|
2008
|
|||||||
(in
millions)
|
||||||||
Net
sales
|
$
|
27.2
|
$
|
26.0
|
||||
Gross
margin %
|
10.6
|
%
|
14.6
|
%
|
||||
Depreciation
and amortization
|
$
|
.4
|
$
|
.5
|
||||
Investment
in plant and equipment
|
$
|
.1
|
$
|
.1
|
First
Quarter
|
First
Quarter
|
|||||||||
2009
|
2008
|
|||||||||
(in
millions)
|
||||||||||
Net
sales
|
$
|
35.8
|
$
|
38.6
|
||||||
Gross
margin %
|
15.1
|
%
|
15.3
|
%
|
||||||
Depreciation
and amortization
|
$
|
.5
|
$
|
.5
|
||||||
Investment
in plant and equipment
|
$
|
.1
|
$
|
.1
|
For
the years ended
December 31,
|
2008 vs. 2007
|
||||||||||||||||
2008
|
2007
|
Dollar
Change
|
Percent
Change
|
||||||||||||||
(In
millions)
|
|||||||||||||||||
Net
sales
|
|||||||||||||||||
Label
Products
|
$ | 105.1 | $ | 115.5 | $ | (10.4 | ) | (9.0 | ) | ||||||||
Specialty
Paper Products
|
162.3 | 160.3 | 2.0 | 1.2 | |||||||||||||
Other
|
4.4 | 4.1 | .3 | 7.3 | |||||||||||||
Eliminating
|
(6.9 | ) | (7.1 | ) | .2 | 2.8 | |||||||||||
Consolidated
net sales
|
264.9 | 272.8 | (7.9 | ) | (2.9 | ) | |||||||||||
Gross
margin
|
|||||||||||||||||
Label
Products
|
13.3 | 21.0 | (7.7 | ) | (36.7 | ) | |||||||||||
Specialty
Paper Products
|
25.3 | 26.5 | (1.2 | ) | (4.5 | ) | |||||||||||
Other
|
.8 | .7 | .1 | 14.3 | |||||||||||||
Consolidated
gross margin
|
39.4 | 48.2 | (8.8 | ) | (18.3 | ) | |||||||||||
Gross
margin %
|
14.9 | % | 17.7 | % | ¾ | ¾ | |||||||||||
Selling
and distribution expenses
|
25.9 | 24.1 | 1.8 | 7.5 | |||||||||||||
General
and administrative expenses
|
14.9 | 17.0 | (2.1 | ) | (12.4 | ) | |||||||||||
Research
and development expenses
|
.7 | .8 | (.1 | ) | (12.5 | ) | |||||||||||
Other
income
|
(1.0 | ) | (1.2 | ) | .2 | 16.7 | |||||||||||
Impairment
of goodwill
|
14.1 | ¾ | 14.1 | 100.0 | |||||||||||||
Loss
from equity investments
|
.2 | .2 | ¾ | ¾ | |||||||||||||
Interest
expense, net
|
1.0 | .9 | .1 | 11.1 | |||||||||||||
Income
(loss) from continuing operations before income taxes
|
(16.4 | ) | 6.5 | (22.9 | ) | (352.3 | ) | ||||||||||
Income
from discontinued operations, net of taxes
|
¾ | .3 | (.3 | ) | (100.0 | ) | |||||||||||
Net
income (loss)
|
$ | (19.8 | ) | $ | 4.1 | $ | (23.9 | ) | (582.9 | ) |
|
·
|
The
decrease from 2007 to 2008 was primarily due to a $10.4 million decrease
in sales in Nashua’s Label Products segment partially offset by a $2.0
million increase in sales in Nashua’s Specialty Paper Products
segment.
|
|
·
|
Net
sales for both of Nashua’s business segments are discussed in detail below
under “Results of Operations by Operating Segment for the Fiscal Years
Ended December 31, 2008 and December 31,
2007.”
|
|
·
|
The
margin percent in 2008 compared to 2007 decreased in both of Nashua’s
operating segments. The decreases were primarily attributable to lower
sales volume in Nashua’s Label Products segment, the cost of closing
Nashua’s Florida label facility and the integration of the Florida
manufacturing into Nashua’s Tennessee and Nebraska label facilities,
unfavorable sales mix and higher manufacturing costs in both of Nashua’s
operating segments.
|
|
·
|
Gross
margin changes for both of Nashua’s business segments are discussed in
detail below under “Results of Operations by Operating Segment for the
Fiscal Years Ended December 31, 2008 and December 31,
2007.”
|
|
·
|
The
$1.8 million increase was due to an increase in distribution expenses of
$1.9 million partially offset by a decrease in selling expenses of $.1
million. Distribution expenses increased primarily due to severance
related to the closure of distribution facilities and the change in
Nashua’s New Jersey facility from a manufacturing facility to a
distribution facility in January 2008, the subsequent closure of the New
Jersey distribution facility in July 2008 and the subsequent buyout of
Nashua’s Cranbury, New Jersey lease in December 2008 within Nashua’s
Specialty Paper Products segment. Selling expenses decreased primarily due
to lower personnel costs as a result of reductions in
workforce.
|
|
·
|
The
decrease in general and administrative expenses in 2008 from 2007 was
primarily due to lower management incentive cost, as well as reduced legal
and pension expenses partially offset by severance charges related to a
reduction in workforce and higher stock compensation
expenses.
|
|
·
|
Other
income in 2008 includes amortization of the deferred gain from the sale of
New Hampshire real estate in 2006 and royalty income related to the 2006
sale of toner formulations
|
|
·
|
The
$.1 million increase in net interest expense was due to a $.2 million
increase in expense related to the change in the fair value of Nashua’s
interest rate swap and a $.1 million decrease in interest income partially
offset by a $.2 million decrease in interest expense. The decrease in
interest expense is the result
|
|
|
of
a reduction in debt as well as lower interest rates which also resulted in
lower interest income. Nashua’s interest rate swap is discussed in detail
under “Liquidity, Capital Resources and Financial
Condition.”
|
|
·
|
The
change in Nashua’s pre-tax income from 2007 to 2008 was primarily due to
the $14.1 million expense for the impairment of goodwill in Nashua’s
Specialty Paper Products segment in addition to charges related to the
closure of Nashua’s Florida facility in Nashua’s Label Products segment,
charges related to closure of its Cranbury, New Jersey facility and
severance charges related to a reduction in
workforce.
|
For
the years ended
December 31,
|
Dollar
Change
|
Percent Change
|
||||||||||||||
2008
|
2007
|
2008
vs.
2007
|
2008
vs.
2007
|
|||||||||||||
(In
millions)
|
||||||||||||||||
Net
sales
|
$ | 105.1 | $ | 115.5 | $ | (10.4 | ) | (9.0 | ) | |||||||
Gross
margin
|
13.3 | 21.0 | (7.7 | ) | (36.7 | ) | ||||||||||
Gross
margin %
|
12.7 | % | 18.2 | % | ¾ | ¾ |
|
·
|
The
$10.4 million, or 9.0 percent, decrease in net sales in 2008 compared to
2007 resulted primarily from an $8.9 million decrease in Nashua’s
automatic identification product line, a $2.0 million decrease in Nashua’s
supermarket scale product line and a $1.6 million decrease in Nashua’s EDP
product line. The decreases were partially offset by increases of $.9
million in Nashua’s ticket product line, $.9 million in Nashua’s RFID
product line, $.2 million in Nashua’s pharmacy product line and $.1
million in Nashua’s prime label product line. The decrease in Nashua’s
automatic identification product line was primarily the result of
decreased volume from existing customers due to the impact of the economic
downturn and the loss of a major customer. The decrease in Nashua’s
supermarket scale product line was mainly the result of lost
business. The decrease in Nashua’s EDP product line resulted
primarily from lost business due to Nashua’s customer’s conversion to
alternate label technologies. The increase in Nashua’s ticket product line
was primarily due to increased volume from new and existing
customers.
|
|
·
|
The
gross margin decrease of $7.7 million in 2008 compared to 2007 was
partially due to the lower sales volume and competitive pricing pressure
on new business as well as overall increased spending. The gross margin in
2008 was unfavorably impacted by the recognition of a lease liability,
severance and other expenses related to the closure of Nashua’s
Jacksonville, Florida facility. In addition to the plant
closure cost, Nashua incurred manufacturing inefficiencies due to the
transfer of business to Nashua’s Tennessee and Nebraska manufacturing
facilities.
|
For
the years ended
December 31,
|
Dollar
Change
|
Percent Change
|
||||||||||||||
2008
|
2007
|
2008
vs.
2007
|
2008
vs.
2007
|
|||||||||||||
(In
millions)
|
||||||||||||||||
Net
sales
|
$ | 162.3 | $ | 160.3 | $ | 2.0 | 1.2 | |||||||||
Gross
margin
|
25.3 | 26.5 | (1.2 | ) | (4.5 | ) | ||||||||||
Gross
margin %
|
15.6 | % | 16.5 | % | ¾ | ¾ |
|
·
|
The
$2.0 million, or 1.2 percent, increase in net sales in 2008 compared to
2007 was primarily due to increased sales of $10.9 million in Nashua’s
thermal point of sale product line mainly due to new business and
increased sales to an existing customer. The increased point of sale
thermal sales were partially offset by decreases of $2.4 million in
Nashua’s wide-format product line, $1.5 million in Nashua’s thermal facesheet
product line, $1.5 million in Nashua’s retail product line, $.8 million in
Nashua’s heat seal product line, $.8 million in Nashua’s financial product
line, $.6 million in Nashua’s core bond product line, $.4 million in
Nashua’s ribbon product line and $.9 million in other miscellaneous
product lines. The decrease in Nashua’s wide-format product line was the
result of overall softness in the construction industry. The
thermal facesheet and retail product line decreases were primarily the
result of lower sales to major
customers.
|
|
·
|
The
gross margin percentage decrease in 2008 compared to 2007 was due
primarily to raw material price increases in Nashua’s thermal facesheet
product line, higher sales volume at lower selling prices partially offset
by savings associated with the transformation of Nashua’s Cranbury, New
Jersey facility from manufacturing to
distribution.
|
For
the Quarter Ended
|
||||||||||||||||
Unaudited
|
Unaudited
|
Unaudited
|
Unaudited
|
|||||||||||||
3/28/08
|
6/27/08
|
9/26/08
|
12/31/08
|
|||||||||||||
(In
thousands, except per share data)
|
||||||||||||||||
2008
|
||||||||||||||||
Net
sales
|
$
|
63,926
|
$
|
67,003
|
$
|
66,239
|
$
|
67,735
|
||||||||
Gross
margin
|
9,858
|
11,327
|
10,558
|
7,662
|
||||||||||||
Net
income (loss)(1)
|
(353
|
)
|
300
|
(13,689
|
)
|
(6,022
|
)
|
|||||||||
Earnings
per common share:
|
||||||||||||||||
Net
income (loss)
|
(0.07
|
)
|
0.06
|
(2.52
|
)
|
(1.11
|
)
|
|||||||||
Net
income (loss), assuming dilution
|
(0.07
|
)
|
0.05
|
(2.52
|
)
|
(1.11
|
)
|
|||||||||
2007
|
||||||||||||||||
Net
sales
|
$ |
65,169
|
$ |
67,688
|
$ |
67,610
|
$ |
72,332
|
||||||||
Gross
margin
|
11,449
|
12,298
|
11,564
|
12,943
|
||||||||||||
Income
from continuing operations
|
637
|
1,252
|
852
|
1,110
|
||||||||||||
Income
from discontinued operations
|
289
|
—
|
—
|
—
|
||||||||||||
Net
income
|
926
|
1,252
|
852
|
1,110
|
||||||||||||
Earnings
per common share:
|
||||||||||||||||
Continuing
operations
|
0.10
|
0.21
|
0.16
|
0.20
|
||||||||||||
Discontinued
operations
|
0.05
|
—
|
—
|
—
|
||||||||||||
Net
income
|
0.15
|
0.21
|
0.16
|
0.20
|
||||||||||||
Continuing
operations, assuming dilution
|
0.10
|
0.20
|
0.16
|
0.20
|
||||||||||||
Discontinued
operations, assuming dilution
|
0.05
|
—
|
—
|
—
|
||||||||||||
Net
income, assuming dilution
|
0.15
|
0.20
|
0.16
|
0.20
|
(1)
|
Nashua
recorded an impairment charge related to goodwill in the third quarter of
2008 in the amount of $14.1 million. Nashua recorded an increase in
the valuation allowance on deferred income taxes in the fourth quarter of
2008 in the amount of
$4.3 million.
|
For the year ended December
31
|
||||||||
(in millions)
|
||||||||
Cash
provided by (used in):
|
2008
|
2007
|
||||||
Operating
activities
|
$ | (1.5 | ) | $ | 7.9 | |||
Investing
activities
|
(1.8 | ) | (1.5 | ) | ||||
Financing
activities
|
(2.5 | ) | .7 | |||||
Increase
(decrease) in cash and cash equivalents
|
$ | (5.8 | ) | $ | 7.1 |
|
·
|
each
person, or group of affiliated persons, known to Nashua to be the
beneficial owner of more than 5% of the outstanding shares of Nashua's
common stock as of such date based on currently available
Schedules 13D and 13G filed with the
SEC;
|
|
·
|
each
of Nashua's directors;
|
|
·
|
Nashua's
Chief Executive Officer, Chief Financial Officer, and its other most
highly compensated executive officer, during the fiscal year ended
December 31, 2008, referred to as the named executive officers;
and
|
|
·
|
all
of Nashua's directors and executive officers as a
group.
|
Name and Address of Beneficial
Owner
|
Shares
|
Percentage (1)
|
||||||
5% Beneficial Owners:
|
||||||||
Gabelli
Funds, LLC/GAMCO Asset Management Inc./ Teton
Advisors,
Inc./GGCP, Inc./ GAMCO Investors, Inc./ Mario J. Gabelli
One
Corporate Center, Rye, NY 10580
|
1,394,910 | (2) | 25.06 | % | ||||
Newcastle
Partners, L.P./Newcastle Capital Group, L.L.C./ Newcastle
Capital
Management, L.P./Mark E. Schwarz/Clinton J. Coleman
200
Crescent Court, Suite 1400, Dallas, TX 75201
|
819,034 | (3) | 14.6 | % | ||||
Dimensional
Fund Advisors LP
Palisades
West, Bldg. One,
6300
Bee Cave Road, Austin, TX 78746
|
435,252 | (4) | 7.8 | % | ||||
Franklin
Resources, Inc./Charles B. Johnson/Rupert H. Johnson,
Jr./Franklin
Advisory Services, LLC
One
Franklin Parkway, San Mateo, CA 94403
|
357,930 | (5) | 6.4 | % | ||||
MM
Asset Management Inc./MMCAP International, Inc. SPC
120
Adelaide Street West
Suite
2601, Box 35
Toronto,
Ontario
Canada
M5H 1T1
|
322,864 | (6) | 5.8 | % | ||||
Management and Directors:
|
||||||||
Andrew
B. Albert(9)(10)
|
95,215 | 1.7 | % | |||||
L.
Scott Barnard(7)(9)
|
24,095 | 0.4 | % | |||||
Thomas
G. Brooker(8)(12)(13)(14)
|
140,302 | 2.5 | % | |||||
Clinton
J. Coleman(3)
|
0 | 0 | % | |||||
Avrum
Gray(7)(9)(15)
|
107,513 | 1.9 | % | |||||
Michael
T. Leatherman(9)
|
8,195 | 0.1 | % | |||||
William
Todd McKeown(8)(11)(12)(13)
|
66,767 | 1.2 | % | |||||
John
Patenaude(7)(8)(12)(13)
|
125,271 | 2.2 | % | |||||
Mark
E. Schwarz(3)(7)(9)
|
819,034 | 14.7 | % | |||||
Directors
and Executive Officers as a Group (13
persons)(7)(8)(16)(17)
|
1,533,667 | 26.9 | % |
(1)
|
Applicable
percentage ownership for each holder is based on 5,567,737 shares of
common stock outstanding on May 31, 2009, plus any presently
exercisable stock options or restricted stock units held by each such
person, and any stock options or restricted stock units held by each such
person which will become exercisable on or before July 31,
2009.
|
(2)
|
Information
is based on a Schedule 13D (Amendment No. 45) filed on June 23, 2009 with
the Securities and Exchange Commission. Gabelli Funds, LLC is reported to
beneficially own 412,500 shares for which it has sole investment power.
GAMCO Asset Management Inc. is reported to own 882,410 shares, of which it
has sole voting power and sole investment power with respect to 845,410
shares and of which it has shared voting power and sole investment power
with respect to 37,000 shares. Teton Advisors, Inc. is reported to own
100,000 shares for which it has sole voting power and sole dispositive
power. Mario Gabelli, GGCP, Inc., and GAMCO Investors, Inc. are each
deemed to beneficially own 1,394,910
shares.
|
(3)
|
Information
is based on a Schedule 13D (Amendment No. 8) filed on March 5, 2009 with
the Securities and Exchange Commission. Newcastle Partners, L.P. is
reported to beneficially own 798,437 shares for which it has sole voting
power and sole dispositive power. Newcastle Capital Management, L.P., as
the general partner of Newcastle
Partners, L.P. and Newcastle Capital Group, L.L.C., as the general partner
of Newcastle Capital Management, L.P., may each be deemed to beneficially
own the 798,437 shares beneficially owned by Newcastle Partners, L.P. Mark
Schwarz, as the managing member of Newcastle Capital Group, L.L.C., may be
deemed to beneficially own 798,437 shares for which he has sole voting
power and sole dispositive power. Newcastle Capital Management, L.P.,
Newcastle Capital Group, L.L.C. and Mr. Schwarz disclaim beneficial
ownership of the shares owned by Newcastle Partners, L.P., except to the
extent of their pecuniary interest therein. Mr. Coleman does not currently
beneficially own any shares. The share information in the table above
includes 4,802 shares owned directly by Mark Schwarz, 7,700 shares Mr.
Schwarz has a right to acquire through stock options which are currently
exercisable, and 8,095 shares issuable upon settlement of restricted stock
units granted under the 2008 Directors’ Plan which are eligible for
settlement within 60 days of March 17,
2009.
|
(4)
|
Information
is based on a Schedule 13G (Amendment No. 2) filed on February 9, 2009
with the Securities and Exchange Commission. Dimensional Fund Advisors LP,
an investment advisor, furnishes investment advice to four investment
companies registered under the Investment Company Act of 1940, and serves
as investment manager to certain other commingled group trusts and
separate accounts (the “Funds”). In its role as investment advisor or
manager, Dimensional Fund Advisors LP possesses investment and/or voting
power over our securities that are owned by the Funds. Dimensional Fund
Advisors LP disclaims beneficial ownership of such
securities.
|
(5)
|
Information
is based on a Schedule 13G (Amendment No. 8) filed on February 4, 2008
with the Securities and Exchange Commission. The Schedule 13G/A was filed
on behalf of Franklin Resources, Inc., a parent holding company; Charles
B. Johnson, a principal stockholder of the parent holding company; Rupert
H. Johnson, a principal stockholder of the parent holding company; and
Franklin Advisory Services, LLC, an investment adviser, all of which
disclaim beneficial ownership of the shares. The shares are reported to be
beneficially owned by one or more open or closed-end investment companies
or other managed accounts which are advised by direct and indirect
investment advisory subsidiaries of Franklin Resources, Inc. Franklin
Advisory Services, LLC is reported to have sole voting power and sole
dispositive power with respect to such
shares.
|
(6)
|
Information
is based on a Schedule 13G filed on May 13, 2009 with the Securities and
Exchange Commission. MMCAP International Inc. SPC is reported
to beneficially own 322,864 shares for which it shares dispositive power
and voting power with MM Asset Management Inc. MM Asset
Management Inc. is reported to beneficially own 322,864 shares for which
it shares dispositive power and voting power with MMCAP International Inc.
SPC. MMCAP International Inc. SPC is a fund that is managed by
MM Asset Management Inc.
|
(7)
|
Includes
shares that may be acquired through the exercise of stock options, all of
which are currently
exercisable:
|
|
||||
Name
|
# of Shares
|
|||
Mr.
Barnard
|
10,000 | |||
Mr.
Gray
|
12,700 | |||
Mr.
Patenaude
|
65,000 | |||
Mr.
Schwarz
|
7,700 | |||
Directors
and Executive Officers as a Group
|
98,400 |
(8)
|
Includes
shares held in trust under our Employees’ Savings Plan (401k) under which
participating employees have voting power as to the shares in their
account.
|
Name
|
# of Shares
|
|||
Mr.
Brooker
|
7,616 | |||
Mr.
McKeown
|
8,267 | |||
Mr.
Patenaude
|
18,521 | |||
Directors
and Executive Officers as a Group
|
57,479 |
(9)
|
Includes
8,095 shares issuable upon settlement of restricted stock units granted
pursuant to the 2008 Directors’ Plan which are eligible for settlement
within 60 days of May 31, 2009.
|
(10)
|
Includes
200 shares held by Mr. Albert’s mother for which Mr. Albert has voting
power.
|
(11)
|
Includes
15,000 shares of restricted stock which will vest upon achievement of
certain target average closing prices of our common stock over the
40-consecutive trading day period which ends on September 1, 2006, the
third anniversary of the date of grant. The terms of the restricted stock
grant provide that 33% of such shares shall vest if the 40-day average
closing price of at least $13.00 but less than $14.00 is achieved, 66% of
such shares shall vest if the 40-day average closing price of at least
$14.00 but less than $15.00 is achieved, and 100% of such shares shall
vest if the 40-day average closing price of $15.00 or greater is
achieved. Shares of restricted stock are forfeited if the
specified closing prices of our common stock are not met. The
restricted shares vest upon a change in control if the share price at the
date of a change in control equals or exceeds
$13.00.
|
(12)
|
Includes
shares of restricted stock which will vest upon achievement of certain
target average closing prices of our common stock over the 40-consecutive
trading day period which ends on the third anniversary of the date of
grant.
|
Name
|
#
of Restricted
Shares
|
Date of Grant
|
Mr.
Brooker
|
40,000
|
August
1, 2007
|
Mr.
McKeown
|
25,000
|
August
1, 2007
|
Mr.
Patenaude
|
25,000
|
August
1, 2007
|
(13)
|
Includes
shares of restricted stock which will vest upon achievement of certain
target average closing prices of our common stock over the 40-consecutive
trading day period which ends on the third anniversary of the date of
grant.
|
Name
|
#
of Restricted
Shares
|
Date of Grant
|
Mr.
Brooker
|
25,000
|
April
28, 2008
|
Mr.
McKeown
|
15,000
|
April
28, 2008
|
Mr.
Patenaude
|
15,000
|
April
28, 2008
|
(14)
|
Includes
1,144 shares of restricted stock granted to Mr. Brooker on March 2,
2007. The shares will vest on March 2, 2010 or upon a change in
control.
|
(15)
|
Includes
14,000 shares held by GF Limited Partnership in which Mr. Gray is a
general partner and 10,967 shares held by AVG Limited Partnership in which
Mr. Gray is a general partner. Mr. Gray disclaims beneficial
ownership of these shares. Also includes 53, 749 shares held by
JYG Limited Partnership in which Mr. Gray’s spouse is a general
partner. Mr. Gray disclaims beneficial ownership of these
shares.
|
(16)
|
Includes
276,144 shares of restricted stock.
|
(17)
|
Includes
40,475 shares issuable upon settlement of restricted stock units granted
under the 2008 Directors’ Plan which are eligible for settlement within 60
days of May 31, 2009.
|
Cenveo
Filings
|
Period
or Date Filed
|
|
Annual
Report on Form 10-K
|
Year
ended January 3, 2009 (filed on March 19, 2009)
|
|
Proxy
Statement on Schedule 14A
|
April
6, 2009
|
|
Quarterly
Reports on Form 10-Q
|
Quarter
ended March 28, 2009 (filed on May 6, 2009)
|
|
Current
Reports on Form 8-K
|
April
27, 2009; May 7, 2009; May 7, 2009 (in each case, except to the extent
furnished but not filed)
|
|
The
description of Cenveo common stock set forth in Cenveo’s registration
statements on Form 8-A filed pursuant to Section 12 of the
Exchange Act, and any amendment or report filed for the purpose of
updating any such description
|
December
10, 1996; November 14, 1997; April 22, 2005; August 3,
2006
|
Cenveo,
Inc.
One
Canterbury Green
201
Broad Street
Stamford,
CT 06901
(203)
595-3000
Attention:
Investor Relations
|
April
3, 2009
(Unaudited)
|
December
31,
2008
|
|||||||
(In
thousands)
|
||||||||
ASSETS:
|
||||||||
Current
assets:
|
||||||||
Cash
and cash equivalents
|
$
|
¾
|
$
|
1,592
|
||||
Accounts
receivable
|
25,513
|
27,469
|
||||||
Inventories:
|
||||||||
Raw
materials
|
9,304
|
8,902
|
||||||
Work
in process
|
3,633
|
3,329
|
||||||
Finished
goods
|
8,142
|
9,554
|
||||||
21,079
|
21,785
|
|||||||
Other
current assets
|
7,089
|
5,599
|
||||||
Total
current assets
|
53,681
|
56,445
|
||||||
Plant
and equipment
|
70,503
|
70,264
|
||||||
Accumulated
depreciation
|
(51,083
|
)
|
(50,110
|
)
|
||||
19,420
|
20,154
|
|||||||
Goodwill
|
17,374
|
17,374
|
||||||
Intangibles,
net of amortization
|
248
|
260
|
||||||
Other
assets
|
4,444
|
5,970
|
||||||
Total
assets
|
$
|
95,167
|
$
|
100,203
|
||||
LIABILITIES
AND SHAREHOLDERS’ EQUITY:
|
||||||||
Current
liabilities:
|
||||||||
Accounts
payable
|
$
|
13,556
|
$
|
11,968
|
||||
Accrued
expenses
|
7,794
|
8,900
|
||||||
Borrowings
under revolving line of credit
|
2,575
|
¾
|
||||||
Current
maturities of long-term debt
|
¾
|
8,125
|
||||||
Current
maturities of notes payable to related parties
|
13
|
18
|
||||||
Total
current liabilities
|
23,938
|
29,011
|
||||||
Long-term
debt
|
2,800
|
2,800
|
||||||
Other
long-term liabilities
|
46,966
|
46,879
|
||||||
Total
long-term liabilities
|
49,766
|
49,679
|
||||||
Commitments
and contingencies (see Note 5)
|
||||||||
Shareholders’
equity:
|
||||||||
Common
stock
|
5,600
|
5,608
|
Additional
paid-in capital
|
15,351
|
15,076
|
||||||
Retained
earnings
|
39,388
|
39,705
|
||||||
Accumulated
other comprehensive loss:
|
||||||||
Minimum
pension liability adjustment, net of tax
|
(38,876
|
)
|
(38,876
|
)
|
||||
Total
shareholders’ equity
|
21,463
|
21,513
|
||||||
Total
liabilities and shareholders’ equity
|
$
|
95,167
|
$
|
100,203
|
||||
Three
Months Ended
|
|||||||
April
3,
|
March
28,
|
||||||
2009
|
2008
|
||||||
(In thousands, except per share data) | |||||||
Net
sales
|
$
|
62,478
|
$
|
63,926
|
|||
Cost
of products sold
|
53,588
|
54,068
|
|||||
Gross
margin
|
8,890
|
9,858
|
|||||
Selling,
distribution, general and administrative expenses
|
8,986
|
10,013
|
|||||
Research
and development expenses
|
147
|
186
|
|||||
(Income)
loss from equity investments
|
(2
|
)
|
37
|
||||
Interest
expense
|
165
|
163
|
|||||
Interest
income
|
(1
|
)
|
(48
|
)
|
|||
Change
in fair value of interest rate swap
|
121
|
360
|
|||||
Other
income
|
(209
|
)
|
(264
|
)
|
|||
Loss
before income tax benefit
|
(317
|
)
|
(589
|
)
|
|||
Benefit
for income taxes
|
¾
|
(236
|
)
|
||||
Net
loss
|
$
|
(317
|
)
|
$
|
(353
|
)
|
|
Basic
earnings per share:
|
|||||||
Net
loss per common share
|
$
|
(0.06
|
)
|
$
|
(0.07
|
)
|
|
Average
common shares
|
5,314
|
5,396
|
|||||
Three
Months Ended
|
||||||||
April
3,
|
March
28,
|
|||||||
2009
|
2008
|
|||||||
(In
thousands)
|
||||||||
Cash
flows from operating activities:
|
||||||||
Net
loss
|
$
|
(317
|
)
|
$
|
(353
|
)
|
||
Adjustments
to reconcile net income to cash provided by (used in) operating
activities:
|
||||||||
Depreciation
and amortization
|
985
|
1,051
|
||||||
Amortization
of deferred gain
|
(169
|
)
|
(168
|
)
|
||||
Change
in fair value of interest rate swap
|
121
|
360
|
||||||
Stock
based compensation
|
267
|
98
|
||||||
Excess
tax benefit from exercised stock based compensation
|
¾
|
(4
|
)
|
|||||
Equity
in (gain) loss from unconsolidated joint ventures
|
(2
|
)
|
37
|
|||||
Contributions
to pension plans
|
(260
|
)
|
(11
|
)
|
||||
Change
in operating assets and liabilities
|
3,577
|
(4,159
|
)
|
|||||
Cash
provided by (used in) operating activities
|
4,202
|
(3,149
|
)
|
|||||
Cash
flows from investing activities:
|
||||||||
Investment
in plant and equipment
|
(239
|
)
|
(525
|
)
|
||||
Cash
used in investing activities
|
(239
|
)
|
(525
|
)
|
||||
Cash
flows from financing activities:
|
||||||||
Net
proceeds from revolving portion of long-term debt
|
2,575
|
¾
|
||||||
Repayment
of term loan
|
(8,125
|
)
|
¾
|
|||||
Repayment
of notes payable to related parties
|
(5
|
)
|
(5
|
)
|
||||
Proceeds
from shares exercised under stock option plans
|
¾
|
27
|
||||||
Excess
tax benefit from exercised stock based compensation
|
¾
|
4
|
||||||
Cash
(used in) provided by financing activities
|
(5,555
|
)
|
26
|
|||||
Decrease
in cash and cash equivalents
|
(1,592
|
)
|
(3,648
|
)
|
||||
Cash
and cash equivalents at beginning of period
|
1,592
|
7,388
|
||||||
Cash
and cash equivalents at end of period
|
$
|
¾
|
$
|
3,740
|
||||
Supplemental
disclosures of cash flow information:
|
||||||||
Interest
paid
|
$
|
208
|
$
|
164
|
||||
Income
taxes paid, net
|
$
|
31
|
$
|
21
|
As
of April 3, 2009
|
|||||||||
(In
thousands)
|
Gross
Carrying
Amount
|
Accumulated
Amortization
|
Weighted
Average
Amortization
Period
|
|
|||||
Trademarks
and tradenames
|
$
|
211
|
$
|
105
|
15
years
|
|
|||
Customer
relationships and lists
|
829
|
687
|
12
years
|
|
|||||
$
|
1,040
|
$
|
792
|
||||||
Amortization
Expense:
|
|||||||||
For
the three months ended April 3, 2009
|
$
|
12
|
|||||||
Estimated
for the year ending December 31, 2009
|
$
|
47
|
|||||||
Estimated
for the year ending December 31, 2010
|
$
|
39
|
|||||||
Estimated
for the year ending December 31, 2011
|
$
|
34
|
|||||||
Estimated
for the year ending December 31, 2012
|
$
|
31
|
|||||||
Estimated
for the year ending December 31, 2013
|
$
|
30
|
|||||||
Estimated
for the year ending December 31, 2014
|
$ | 28 | |||||||
Estimated
for the year ending December 31, 2015 and thereafter
|
$ | 51 |
1. Pension
Benefits for
the
three months ended
|
2.
Postretirement Benefits for the three months ended
|
|||||||||||||||
April
3,
2009
|
March
28,
2008
|
April
3,
2009
|
March
28,
2008
|
|||||||||||||
(In
thousands)
|
||||||||||||||||
Components
of net periodic (income) cost
|
||||||||||||||||
Service cost | $ | 125 | $ | 125 | $ | — | $ | — | ||||||||
Interest
cost
|
1,487 | 1,480 | 5 | 7 | ||||||||||||
Expected
return on plan assets
|
(1,634 | ) | (1,634 | ) | ¾ | ¾ | ||||||||||
Amortization
of prior service cost
|
1 | 1 | (17 | ) | (17 | ) | ||||||||||
Recognized
net actuarial (gain)/loss
|
578 | 343 | (22 | ) | (21 | ) | ||||||||||
Net
periodic (income) cost
|
$ | 557 | $ | 315 | $ | (34 | ) | $ | (31 | ) |
Net
Sales
|
Gross
Margin
|
|||||||||||||||
Three
Months Ended
|
Three
Months Ended
|
|||||||||||||||
April
3,
2009
|
March
28,
2008
|
April
3,
2009
|
March
28,
2008
|
|||||||||||||
(In thousands) | ||||||||||||||||
Label
Products
|
$
|
27,187
|
$
|
26,026
|
$
|
2,883
|
$
|
3,805
|
||||||||
Specialty
Paper Products
|
35,752
|
38,588
|
5,400
|
5,893
|
||||||||||||
All
other
|
1,594
|
1,093
|
607
|
166
|
||||||||||||
Reconciling items: | ||||||||||||||||
Eliminations
|
(2,055
|
)
|
(1,781
|
)
|
¾
|
(6
|
)
|
|||||||||
Consolidated
|
$
|
62,478
|
$
|
63,926
|
$
|
8,890
|
$
|
9,858
|
||||||||
Level 1:
|
Quoted
prices in active markets for identical assets or
liabilities.
|
Level 2:
|
Observable
inputs other than Level 1 prices, such as quoted prices for similar assets
or liabilities; quoted prices in markets that are not active; or other
inputs that are observable or can be corroborated by observable market
data for substantially the full term of the related assets or
liabilities.
|
Level 3:
|
Unobservable
inputs that are supported by little or no market activity and that are
significant to the fair value of the assets or
liabilities.
|
Fair Value Measurements at April 3, 2009
Using
|
||||||||||||||||
(in thousands of dollars)
|
Total
Carrying
Value
at
April 3, 2009
|
Quoted
prices in
active
markets
(Level 1)
|
Significant
other
observable
inputs
(Level 2)
|
Significant
unobservable inputs
(Level 3)
|
||||||||||||
Interest
rate swap liability
|
$ | 707 |
$
|
¾ | $ | 707 | $ | ¾ |
Year Ended December 31,
|
||||||||
2008
|
2007
|
|||||||
(In
thousands, except per share data)
|
||||||||
Net
sales
|
$ | 264,903 | $ | 272,799 | ||||
Cost
of products sold
|
225,498 | 224,545 | ||||||
Gross
margin
|
39,405 | 48,254 | ||||||
Selling
and distribution expenses
|
25,937 | 24,088 | ||||||
General
and administrative expenses
|
14,857 | 16,991 | ||||||
Research
and development expenses
|
666 | 806 | ||||||
Loss
from equity investment
|
192 | 200 | ||||||
Impairment
of goodwill
|
14,142 | ¾ | ||||||
Interest
expense
|
535 | 765 | ||||||
Interest
income
|
(98 | ) | (179 | ) | ||||
Change
in fair value of interest rate swap
|
538 | 295 | ||||||
Other
income
|
(958 | ) | (1,196 | ) | ||||
Income
(loss) from continuing operations before income taxes
|
(16,406 | ) | 6,484 | |||||
Provision
for income taxes
|
3,358 | 2,633 | ||||||
Income
(loss) from continuing operations
|
(19,764 | ) | 3,851 | |||||
Income
from discontinued operations, net of $211,000 of taxes
|
¾ | 289 | ||||||
Net
income (loss)
|
$ | (19,764 | ) | $ | 4,140 | |||
Per
share amounts:
|
||||||||
Income
(loss) from continuing operations per common share
|
$ | (3.65 | ) | $ | 0.67 | |||
Income
from discontinued operations per common share
|
¾ | 0.05 | ||||||
Net
income (loss) per common share
|
$ | (3.65 | ) | $ | 0.72 | |||
Income
(loss) from continuing operations per common share-assuming
dilution
|
$ | (3.65 | ) | $ | 0.66 | |||
Income
from discontinued operations per common share-assuming
dilution
|
¾ | 0.05 | ||||||
Net income (loss) per common share-assuming dilution
|
$ | (3.65 | ) | $ | 0.71 | |||
Average
shares outstanding:
|
||||||||
Common
shares
|
5,414 | 5,743 | ||||||
Common
shares-assuming dilution
|
5,414 | 5,817 |
December 31,
|
||||||||
2008
|
2007
|
|||||||
(In
thousands, except share data)
|
||||||||
Assets | ||||||||
Current assets | ||||||||
Cash
and cash equivalents
|
$ | 1,592 | $ | 7,388 | ||||
Accounts
receivable, net
|
27,469 | 29,375 | ||||||
Inventories:
|
||||||||
Raw
materials
|
8,902 | 9,079 | ||||||
Work
in process
|
3,329 | 2,565 | ||||||
Finished
goods
|
9,554 | 8,354 | ||||||
21,785 | 19,998 | |||||||
Other current assets
|
5,599 | 2,828 | ||||||
56,445 | 59,589 | |||||||
Plant
and equipment:
|
||||||||
Land
|
986 | 986 | ||||||
Buildings
and improvements
|
15,591 | 16,409 | ||||||
Machinery
and equipment
|
53,181 | 53,512 | ||||||
Construction
in progress
|
506 | 189 | ||||||
70,264 | 71,096 | |||||||
Accumulated
depreciation
|
(50,110 | ) | (47,805 | ) | ||||
20,154 | 23,291 | |||||||
Goodwill
|
17,374 | 31,516 | ||||||
Intangibles,
net of amortization
|
260 | 331 | ||||||
Other
assets
|
5,970 | 12,975 | ||||||
Total
assets
|
$ | 100,203 | $ | 127,702 | ||||
Liabilities
and Shareholders’ Equity
Current
liabilities
|
||||||||
Accounts
payable
|
$ | 11,968 | $ | 14,432 | ||||
Accrued
expenses
|
8,900 | 9,185 | ||||||
Current
portion of long-term debt
|
8,125 | 1,875 | ||||||
Current
portion of notes payable to related parties
|
18 | 31 | ||||||
29,011 | 25,523 | |||||||
Long-term
debt, less current portion
|
2,800 | 10,925 | ||||||
Notes
payable to related parties, less current portion
|
¾ | 18 | ||||||
Other
long-term liabilities
|
46,879 | 29,728 | ||||||
Commitments
and contingencies (see Note 10)
|
||||||||
Shareholders’ equity: | ||||||||
Common
stock, par value $1.00; authorized 20,000,000 shares; issued and
outstanding 5,607,642 shares in 2008 and 5,640,636 shares in
2007
|
5,608 | 5,641 | ||||||
Additional
paid-in capital
|
15,076 | 14,562 | ||||||
Retained
earnings
|
39,705 | 59,648 | ||||||
Accumulated
other comprehensive loss:
|
||||||||
Minimum
pension liability adjustment, net of tax
|
(38,876 | ) | (18,343 | ) | ||||
21,513 | 61,508 | |||||||
Total
liabilities and shareholders’ equity
|
$ | 100,203 | $ | 127,702 |
Accumulated
|
|||||||||||||||||||||||
Additional
|
Other
|
||||||||||||||||||||||
Common Stock |
Paid-In
|
|
Retained
|
Comprehensive
|
|||||||||||||||||||
Shares
|
Par Value
|
Capital
|
Earnings
|
Loss
|
Total
|
||||||||||||||||||
(In
thousands, except share data)
|
|||||||||||||||||||||||
Balance,
December 31, 2006
|
6,344,178 | $ | 6,344 | $ | 15,998 | $ | 61,358 | $ | (14,673 | ) | $ | 69,027 | |||||||||||
Stock
options exercised and
related
tax
benefit
|
85,150 | 85 | 596 | ¾ | ¾ | 681 | |||||||||||||||||
Stock-based
compensation
|
¾ | ¾ | 232 | ¾ | ¾ | 232 | |||||||||||||||||
Restricted
stock issued
|
148,000 | 148 | (148 | ) | ¾ | ¾ | ¾ | ||||||||||||||||
Restricted
stock forfeited
|
(88,673 | ) | (88 | ) | 88 | ¾ | ¾ | ¾ | |||||||||||||||
Purchase
and retirement of treasury shares
|
(100,300 | ) | (100 | ) | (260 | ) | (445 | ) | ¾ | (805 | ) | ||||||||||||
Purchase
and retirement of treasury shares – tender offer
|
(751,150 | ) | (751 | ) | (2,009 | ) | (5,405 | ) | ¾ | (8,165 | ) | ||||||||||||
Other
|
3,431 | 3 | 65 | ¾ | ¾ | 68 | |||||||||||||||||
Comprehensive
income:
|
|||||||||||||||||||||||
Net
income
|
¾ | ¾ | ¾ | 4,140 | ¾ | 4,140 | |||||||||||||||||
Minimum
pension liability
adjustment,
net of tax
|
¾ | ¾ | ¾ | ¾ | (3,670 | ) | (3,670 | ) | |||||||||||||||
Comprehensive
income
|
¾ | ¾ | ¾ | ¾ | ¾ | 470 | |||||||||||||||||
Balance,
December 31, 2007
|
5,640,636 | $ | 5,641 | $ | 14,562 | $ | 59,648 | $ | (18,343 | ) | $ | 61,508 | |||||||||||
Stock
options exercised and
related
tax
benefit
|
7,550 | 7 | 55 | ¾ | ¾ | 62 | |||||||||||||||||
Stock-based
compensation
|
¾ | ¾ | 888 | ¾ | ¾ | 888 | |||||||||||||||||
Restricted
stock issued
|
118,000 | 118 | (118 | ) | ¾ | ||||||||||||||||||
Restricted
stock forfeited
|
(23,000 | ) | (23 | ) | 23 | ¾ | ¾ | ¾ | |||||||||||||||
Purchase
and retirement of treasury shares
|
(135,544 | ) | (135 | ) | (334 | ) | (179 | ) | ¾ | (648 | ) | ||||||||||||
Comprehensive
loss:
|
|||||||||||||||||||||||
Net
loss
|
¾ | ¾ | ¾ | (19,764 | ) | ¾ | (19,764 | ) | |||||||||||||||
Minimum
pension liability
adjustment,
net of tax
|
¾ | ¾ | ¾ | ¾ | (20,533 | ) | (20,533 | ) | |||||||||||||||
Comprehensive
loss
|
¾ | ¾ | ¾ | ¾ | ¾ | (40,297 | ) | ||||||||||||||||
Balance,
December 31, 2008
|
5,607,642 | $ | 5,608 | $ | 15,076 | $ | 39,705 | $ | (38,876 | ) | $ | 21,513 |
Year Ended December 31
|
||||||||
2008
|
2007
|
|||||||
(in
thousands)
|
||||||||
Cash Flows from Operating Activities | ||||||||
Net
income
(loss)
|
$ | (19,764 | ) | $ | 4,140 | |||
Adjustments
to reconcile net income (loss) to cash provided
|
||||||||
by
(used in) operating activities:
|
||||||||
Depreciation
and
amortization
|
4,445 | 4,608 | ||||||
Amortization
of deferred
gain
|
(674 | ) | (674 | ) | ||||
Change
in fair value of interest rate
swap
|
538 | 295 | ||||||
Impairment
of
goodwill
|
14,142 | ¾ | ||||||
Deferred
income
taxes
|
4,818 | 1,309 | ||||||
Stock
based
compensation
|
888 | 261 | ||||||
Excess
tax benefit from exercised stock based compensation
|
(14 | ) | (125 | ) | ||||
Loss
on sale/disposal of fixed
assets
|
411 | 65 | ||||||
Equity
in loss from unconsolidated joint venture
|
192 | 200 | ||||||
Contributions
to pension plans (see Note 11)
|
(4,888 | ) | (5,339 | ) | ||||
Change
in operating assets and liabilities, net of
|
||||||||
effects
from acquisition of businesses:
|
||||||||
Accounts
receivable
|
1,906 | 95 | ||||||
Inventories
|
(1,787 | ) | 3,766 | |||||
Other
assets
|
(633 | ) | (315 | ) | ||||
Accounts
payable
|
(2,464 | ) | (2,188 | ) | ||||
Accrued
expenses
|
(285 | ) | 546 | |||||
Other
long-term
liabilities
|
1,642 | 1,202 | ||||||
Cash
provided by (used in) operating activities
|
(1,527 | ) | 7,846 | |||||
Cash Flows from Investing Activities | ||||||||
Investment
in plant and
equipment
|
(1,648 | ) | (1,346 | ) | ||||
Investment
in unconsolidated joint
venture
|
(129 | ) | (146 | ) | ||||
Proceeds
from sale of plant and
equipment
|
¾ | 6 | ||||||
Cash
used in investing
activities
|
(1,777 | ) | (1,486 | ) | ||||
Cash Flows from Financing Activities | ||||||||
Net
repayments on revolving portion of long-term debt
|
¾ | (1,950 | ) | |||||
Net
repayments on term portion of long-term debt
|
(1,875 | ) | ¾ | |||||
Principal
repayment on note payable to related parties
|
(31 | ) | (71 | ) | ||||
Proceeds
from repayment on loan to related party
|
¾ | 1,049 | ||||||
Proceeds
from
refinancing
|
¾ | 10,000 | ||||||
Proceeds
from shares exercised under stock option plans
|
48 | 556 | ||||||
Excess
tax benefit from exercised stock based compensation
|
14 | 125 | ||||||
Purchase
and retirement of treasury
shares
|
(648 | ) | (805 | ) | ||||
Purchase
and retirement of treasury shares – tender offer
|
¾ | (8,165 | ) | |||||
Cash
provided by (used in) financing activities
|
(2,492 | ) | 739 | |||||
Increase
(decrease) in cash and cash equivalents
|
(5,796 | ) | 7,099 | |||||
Cash
and cash equivalents at beginning of year
|
7,388 | 289 | ||||||
Cash
and cash equivalents at end of
year
|
$ | 1,592 | $ | 7,388 | ||||
Supplemental Disclosures of Cash Flow Information | ||||||||
Interest
paid
|
$ | 445 | $ | 959 | ||||
Income
taxes paid,
net
|
$ | 61 | $ | 1,952 |
Buildings
and improvements
|
5 –
40 years
|
Machinery
and equipment
|
3 –
20 years
|
Specialty
Paper Products
|
Label Products
|
Total
|
||||||||||
(In
thousands)
|
||||||||||||
Aggregate
amount of goodwill acquired
|
$ | 14,142 | $ | 17,374 | $ | 31,516 | ||||||
Impairment
charge
|
(14,142 | ) | ¾ | (14,142 | ) | |||||||
Balance
as of December 31, 2008
|
$ | ¾ | $ | 17,374 | $ | 17,374 |
At December 31, 2008
|
|||||||||
Gross
Carrying
Amount
|
Accumulated
Amortization
|
Weighted
Average
Amortization
Period
|
|||||||
(In
thousands)
|
|||||||||
Trademarks
and trade names
|
$ | 211 | $ | 101 |
15
years
|
||||
Customer
relationships and lists
|
829 | 679 |
12
years
|
||||||
$ | 1,040 | $ | 780 |
At December 31, 2007
|
|||||||||
Gross
Carrying
Amount
|
Accumulated
Amortization
|
Weighted
Average
Amortization
Period
|
|||||||
(In
thousands)
|
|||||||||
Trademarks
and trade names
|
$ | 211 | $ | 88 |
15
years
|
||||
Customer
relationships and lists
|
829 | 631 |
12
years
|
||||||
Customer
contracts
|
450 | 440 |
5
years
|
||||||
$ | 1,490 | $ | 1,159 |
Amortization
Expense:
|
(In
thousands)
|
|||
For
the year ended December 31, 2007
|
$ | 225 | ||
For
the year ended December 31, 2008
|
$ | 71 | ||
Estimated
for the year ending:
|
||||
December
31,
2009
|
$ | 47 | ||
December
31,
2010
|
$ | 39 | ||
December
31,
2011
|
$ | 34 | ||
December
31,
2012
|
$ | 31 | ||
December
31,
2013
|
$ | 30 | ||
December
31, 2014 and
thereafter
|
$ | 79 |
Covenant
|
Requirement
at December 31, 2008
|
Ratio
at
December 31, 2008
|
|||
•
|
Maintain
a fixed charge coverage ratio
|
Not
less than 1.5 to 1.0
|
1.1
to 1.0
|
||
•
|
Maintain
a funded debt to adjusted EBITDA ratio
|
Less
than 2.5 to 1.0
|
2.6
to 1.0
|
|
·
|
The
termination date is changed from March 30, 2012 to March 29,
2010;
|
|
·
|
advances
under the revolving credit facility are limited to 75 percent of eligible
accounts receivable and 40 percent of eligible inventory, and eligible
inventory is limited to $6 million;
|
|
·
|
the
revolving credit facility is decreased from $28 million to $15 million
until June 30, 2009, when it will increase to $17
million;
|
|
·
|
the
interest rate on borrowings is increased to LIBOR plus 335 basis points or
prime plus 110 basis points;
|
|
·
|
the
fee for the unused line of credit is 75 basis
points;
|
|
·
|
annual
capital expenditures are limited to $2 million;
and
|
|
·
|
equipment
and fixtures are added to the collateral securing the
loan.
|
2009
|
2024
|
Total
|
||||||||||
Term
portion of long-term debt
|
$ | 8,125 | $ | ¾ | $ | 8,125 | ||||||
Industrial
revenue bond
|
¾ | 2,800 | 2,800 | |||||||||
$ | 8,125 | $ | 2,800 | $ | 10,925 |
(in thousands) | |||
Balance as of December 31, 2007 | $ |
—
|
|
Provision for lease exit charges |
1,374
|
||
Reduction of lease exit charges |
(298
|
) | |
Balance as of December 31, 2008 | $ |
1,076
|
2008
|
2007
|
|||||||
(In
thousands)
|
||||||||
Current:
|
||||||||
Federal
|
$ | (1,460 | ) | $ | 1,073 | |||
State
|
¾ | 251 | ||||||
Total
current
|
(1,460 | ) | 1,324 | |||||
Deferred:
|
||||||||
Federal
|
4,343 | 1,110 | ||||||
State
|
475 | 199 | ||||||
Total
deferred
|
4,818 | 1,309 | ||||||
Provision
for income taxes, continuing operations
|
$ | 3,358 | $ | 2,633 |
December
31,
|
||||||||
2008
|
2007
|
|||||||
(In
thousands)
|
||||||||
Depreciation
|
$ | (304 | ) | $ | (725 | ) | ||
Other
|
(614 | ) | (611 | ) | ||||
Gross
deferred tax
liabilities
|
(918 | ) | (1,336 | ) | ||||
Pension
and postretirement
benefits
|
14,947 | 9,287 | ||||||
State
net operating loss carryforwards and other state credits
|
1,767 | 1,690 | ||||||
Alternative
minimum tax and general business credits
|
1,528 | 1,109 | ||||||
Accrued
expenses
|
743 | 278 | ||||||
Inventory
reserves
|
565 | 478 | ||||||
Bad
debt
reserves
|
266 | 351 | ||||||
Other
|
1,648 | 1,082 | ||||||
Gross
deferred tax
assets
|
21,464 | 14,275 | ||||||
Deferred
tax asset valuation
allowance
|
(14,384 | ) | (1,959 | ) | ||||
Deferred
tax assets,
net
|
7,080 | 12,316 | ||||||
Net
deferred tax
assets
|
$ | 6,162 | $ | 10,980 |
2008
|
2007
|
|||||||||||||||
United
States federal statutory rate
|
$ | (5,742 | ) | (35.0 | )% | $ | 2,268 | 35.0 | % | |||||||
State
taxes, net of federal tax benefit
|
309 | 1.9 | 310 | 4.8 | ||||||||||||
Goodwill
impairment`
|
5,609 | 34.2 | ¾ | ¾ | ||||||||||||
Change
in valuation allowance
|
4,293 | 26.2 | 195 | 3.0 | ||||||||||||
Other
items
|
(1,111 | ) | (6.8 | ) | (140 | ) | (2.2 | ) | ||||||||
$ | 3,358 | 20.5 | % | $ | 2,633 | 40.6 | % |
2008
|
2007
|
|||||||||||||||
Shares
|
Weighted
Average
Exercise
Price
|
Shares
|
Weighted
Average
Exercise
Price
|
|||||||||||||
Outstanding
beginning of year
|
291,800 | $ | 6.18 | 400,950 | $ | 6.65 | ||||||||||
Exercised
|
(7,550 | ) | 6.36 | (85,150 | ) | 6.52 | ||||||||||
Forfeited
— exercisable
|
(7,000 | ) | 15.93 | (24,000 | ) | 12.78 | ||||||||||
Expired
|
(1,500 | ) | 12.75 | ¾ | ¾ | |||||||||||
Outstanding
and exercisable at end of year
|
275,750 | $ | 5.90 | 291,800 | $ | 6.18 |
2008
|
2007
|
|||||||
Restricted
stock outstanding at beginning of year
|
246,431 | 183,673 | ||||||
Granted
|
166,570 | 151,431 | ||||||
Forfeited
|
(23,000 | ) | (88,673 | ) | ||||
Vested
|
(1,143 | ) | ¾ | |||||
Restricted
stock outstanding at end of year
|
388,858 | 246,431 | ||||||
Weighted
average fair value per restricted share at grant date
|
$ | 5.95 | $ | 5.12 | ||||
Weighted
average share price at grant date
|
$ | 10.50 | $ | 10.54 |
Grant Year
|
||||||||
2008
|
2007
|
|||||||
Volatility
of Share Price
|
48.9 | % | 44.0 | % | ||||
Dividend
yield
|
¾ | ¾ | ||||||
Interest
rate
|
2.6 | % | 4.6 | % | ||||
Expected
forfeiture
|
9.9 | % | 9.9 | % | ||||
Valuation
methodology
|
Monte
Carlo Simulation
|
Monte
Carlo Simulation
|
Year
ended
|
||||||||
12/31/08
|
12/31/07
|
|||||||
In
thousands except per share data
|
||||||||
Numerator
|
||||||||
Income from continuing
operations
|
$ | (19,764 | ) | $ | 3,851 | |||
Income from discontinued
operations
|
¾ | 289 | ||||||
Net income
|
$ | (19,764 | ) | $ | 4,140 | |||
Denominator
|
||||||||
Basic
|
||||||||
Weighted-average number of common
shares outstanding
|
5,397 | 5,740 | ||||||
Other
|
17 | 3 | ||||||
Denominator for basic earnings
per share
|
5,414 | 5,743 | ||||||
Diluted
|
||||||||
Basic weighted-average shares
outstanding
|
5,397 | 5,743 | ||||||
Common stock
equivalents
|
17 | 74 | ||||||
Denominator for dilutive earnings
per share
|
5,414 | 5,817 | ||||||
Per
share amounts
|
||||||||
Basic
|
||||||||
Income from continuing
operations
|
$ | (3.65 | ) | $ | 0.67 | |||
Income from discontinued
operations
|
¾ | 0.05 | ||||||
Net income
|
$ | (3.65 | ) | $ | 0.72 | |||
Diluted
|
||||||||
Income from continuing
operations
|
$ | (3.65 | ) | $ | 0.66 | |||
Income from discontinued
operations
|
¾ | .05 | ||||||
Net income
|
$ | (3.65 | ) | $ | 0.71 |
2009
|
2010
|
2011
|
2012
|
2013
|
Beyond
2013
|
Total
|
||||||||||||||||||||||
(In
thousands)
|
||||||||||||||||||||||||||||
Non-cancelable
operating leases
|
$ | 1,821 | $ | 1,531 | $ | 1,288 | $ | 224 | $ | 95 | $ | 26 | $ | 4,985 |
Pension Benefits
|
Postretirement Benefits
|
|||||||||||||||
2008
|
2007
|
2008
|
2007
|
|||||||||||||
(In
thousands)
|
||||||||||||||||
Change in benefit obligation | ||||||||||||||||
Projected
benefit obligation at beginning of year
|
$ | 96,977 | $ | 97,905 | $ | 498 | $ | 814 | ||||||||
Service
cost
|
500 | 509 | ¾ | 1 | ||||||||||||
Interest
cost
|
5,949 | 5,773 | 27 | 42 | ||||||||||||
Actuarial
gain
|
3,145 | (2,590 | ) | (96 | ) | (209 | ) | |||||||||
Expenses
paid from
assets
|
(500 | ) | (500 | ) | ¾ | ¾ | ||||||||||
Benefits
paid
|
(4,446 | ) | (4,120 | ) | (68 | ) | (150 | ) | ||||||||
Projected
benefit obligation at end of year
|
$ | 101,625 | $ | 96,977 | $ | 361 | $ | 498 | ||||||||
Change in plan assets | ||||||||||||||||
Fair
value of plan assets at beginning of year
|
$ | 72,237 | $ | 75,284 | $ | ¾ | $ | ¾ | ||||||||
Actual
return on plan
assets
|
(12,765 | ) | (4,576 | ) | ¾ | ¾ | ||||||||||
Employer
contribution
|
5,198 | 5,649 | 68 | 150 | ||||||||||||
Benefits
paid
|
(4,446 | ) | (4,120 | ) | (68 | ) | (150 | ) | ||||||||
Fair
value of plan assets at end of year
|
$ | 60,224 | $ | 72,237 | $ | ¾ | $ | ¾ | ||||||||
Reconciliation of funded status | ||||||||||||||||
Funded
status
|
$ | (41,401 | ) | $ | (24,740 | ) | $ | (361 | ) | $ | (498 | ) | ||||
Unrecognized
net actuarial (gain)/loss
|
50,902 | 30,427 | (1,155 | ) | (1,143 | ) | ||||||||||
Unrecognized
prior service
cost
|
¾ | ¾ | (679 | ) | (749 | ) | ||||||||||
Net
amount
recognized
|
$ | 9,501 | $ | 5,687 | $ | (2,195 | ) | $ | (2,390 | ) | ||||||
The
amount recognized in Nashua’s consolidated balance
|
||||||||||||||||
sheets
consists of the following:
|
||||||||||||||||
Pension/postretirement
liability
|
$ | (41,401 | ) | $ | (24,740 | ) | $ | (361 | ) | $ | (498 | ) | ||||
Accumulated
other comprehensive loss (income)
|
50,902 | 30,427 | (1,834 | ) | (1,892 | ) | ||||||||||
Net
amount recognized
|
$ | 9,501 | $ | 5,687 | $ | (2,195 | ) | $ | (2,390 | ) |
Pension Benefits
|
Postretirement Benefits
|
|||||||||||||||
2008
|
2007
|
2008
|
2007
|
|||||||||||||
Weighted-average assumptions used to determine net benefit costs: | ||||||||||||||||
Discount
rate
|
6.25 | % | 6.00 | % | 6.25 | % | 6.00 | % | ||||||||
Expected
return on plan
assets
|
8.00 | % | 8.50 | % | ¾ | ¾ |
Pension Benefits
|
Postretirement Benefits
|
|||||||||||||||
2008
|
2007
|
2008
|
2007
|
|||||||||||||
Weighted-average assumptions used to determine benefit obligations at year end: | ||||||||||||||||
Discount
rate
|
6.00 | % | 6.25 | % | 6.00 | % | 6.25 | % |
One
year
|
(17.8 | %) | ||
Five
years
|
0.9 | % | ||
Ten
years
|
3.5 | % |
2008
|
2008 Target
|
|
Asset Category | ||
Equity
Securities
|
31%
|
22%
|
Fixed
Income
|
34%
|
18%
|
Hedge
funds
|
19%
|
29%
|
Other
|
16%
|
2%
|
For
the year ended December 31,
|
||||||||
2008
|
2007
|
|||||||
(In
millions)
|
||||||||
Investments
|
||||||||
Domestic
equities
|
$ | 15.1 | $ | 33.7 | ||||
International
equities
|
3.5 | 8.6 | ||||||
High
yield bonds
|
¾ | 6.5 | ||||||
Fixed
income/bond investments
|
21.2 | 22.1 | ||||||
Hedge
funds
|
11.7 | ¾ | ||||||
Cash
|
8.7 | 1.3 | ||||||
Total
|
$ | 60.2 | $ | 72.2 |
Retirement
Plan for Salaried Employees
|
Hourly
Employees
Retirement
Plan
|
Supplemental
Executive Retirement
Plan
|
Postretirement
|
Total
|
||||||||||||||||
(In
millions)
|
||||||||||||||||||||
2009
|
$ | 2.6 | $ | 2.0 | $ | .3 | $ | .1 | $ | 5.0 | ||||||||||
2010
|
2.9 | 2.1 | .3 | .1 | 5.4 | |||||||||||||||
2011
|
3.0 | 2.2 | .3 | .1 | 5.6 | |||||||||||||||
2012
|
3.3 | 2.3 | .3 | .1 | 6.0 | |||||||||||||||
2013
|
3.5 | 2.5 | .3 | .1 | 6.4 | |||||||||||||||
2014-2018
|
19.9 | 14.8 | 1.2 | .1 | 36.0 |
Pension Benefits
|
Postretirement Benefits
|
|||||||||||||||
2008
|
2007
|
2008
|
2007
|
|||||||||||||
(In
thousands)
|
||||||||||||||||
Components of net periodic (income) cost | ||||||||||||||||
Service
cost
|
$ | 500 | $ | 509 | $ | 1 | $ | 1 | ||||||||
Interest
cost
|
5,949 | 5,773 | 27 | 42 | ||||||||||||
Expected
return on plan assets
|
(6,529 | ) | (6,413 | ) | ¾ | ¾ | ||||||||||
Amortization
of prior service cost (credit)
|
4 | 4 | (69 | ) | (69 | ) | ||||||||||
Recognized
net actuarial (gain) loss
|
1,459 | 1,744 | (85 | ) | (74 | ) | ||||||||||
Net
periodic (income) cost
|
$ | 1,383 | $ | 1,617 | $ | (126 | ) | $ | (100 | ) |
2008
|
2007
|
|||||||||||||||||||||||
PBO
|
ABO
|
Plan Assets
|
PBO
|
ABO
|
Plan Assets
|
|||||||||||||||||||
(In
millions)
|
||||||||||||||||||||||||
Supplemental
Executive Retirement Plan
|
$ | 3.0 | $ | 3.0 | $ | ¾ | $ | 3.0 | $ | 3.0 | $ | ¾ | ||||||||||||
Hourly
Employees Retirement Plan of
Nashua
Corporation
|
$ | 44.2 | $ | 44.2 | $ | 27.2 | $ | 42.1 | $ | 42.1 | $ | 31.7 | ||||||||||||
Retirement
Plan for Salaried Employees of
Nashua
Corporation
|
$ | 54.5 | $ | 54.5 | $ | 33.1 | $ | 51.9 | $ | 51.9 | $ | 40.5 |
(1)
|
Label
Products: which converts, prints and sells pressure sensitive labels,
radio frequency identification (RFID) labels and tickets and tags to
distributors and end-users.
|
(2)
|
Specialty
Paper Products: which coats and converts various converted paper products
sold primarily to domestic converters and resellers, end-users and
private-label distributors. Nashua’s Specialty Paper segment’s product
scope includes thermal papers, dry-gum papers, heat seal papers, bond
papers, wide-format media papers, small rolls, financial receipts,
point-of-sale receipts, retail consumer products and
ribbons.
|
Net Sales
|
Gross Margin
|
Identifiable Assets
|
||||||||||||||||||||||
2008
|
2007
|
2008
|
2007
|
2008
|
2007
|
|||||||||||||||||||
(In
millions)
|
||||||||||||||||||||||||
By
Segment:
|
||||||||||||||||||||||||
Label
Products
|
$ | 105.1 | $ | 115.5 | $ | 13.3 | $ | 21.0 | $ | 44.1 | $ | 46.6 | ||||||||||||
Specialty
Paper Products
|
162.3 | 160.3 | 25.3 | 26.5 | 38.6 | 53.9 | ||||||||||||||||||
Other
(1)
|
4.4 | 4.1 | .8 | .7 | ¾ | ¾ | ||||||||||||||||||
Reconciling
Items:
|
||||||||||||||||||||||||
Eliminations
|
(6.9 | ) | (7.1 | ) | ¾ | ¾ | ¾ | ¾ | ||||||||||||||||
Corporate
assets
|
¾ | ¾ | ¾ | ¾ | 17.5 | 27.2 | ||||||||||||||||||
Consolidated
|
$ | 264.9 | $ | 272.8 | $ | 39.4 | $ | 48.2 | $ | 100.2 | $ | 127.7 |
(1)
|
Includes
activity from operations which falls below the quantitative thresholds for
a segment.
|
Capital Expenditures
|
Depreciation
&
Amortization
|
|||||||||||||||
2008
|
2007
|
2008
|
2007
|
|||||||||||||
(In
millions)
|
||||||||||||||||
Label
Products
|
$ | .6 | $ | .4 | $ | 2.1 | $ | 2.0 | ||||||||
Specialty
Paper Products
|
.6 | .7 | 2.0 | 2.1 | ||||||||||||
Reconciling
Items:
|
||||||||||||||||
Corporate
|
.5 | .2 | .3 | .5 | ||||||||||||
Consolidated
|
$ | 1.7 | $ | 1.3 | $ | 4.4 | $ | 4.6 |
Net
Sales From
Continuing Operations
|
Long-Lived Assets
|
|||||||||||||||
2008
|
2007
|
2008
|
2007
|
|||||||||||||
(In
millions)
|
||||||||||||||||
By Geographic Area | ||||||||||||||||
United
States
|
$ | 264.9 | $ | 272.8 | $ | 36.1 | $ | 57.1 | ||||||||
Reconciling
Items:
|
||||||||||||||||
Discontinued
Operations
|
¾ | ¾ | 1.5 | 1.5 | ||||||||||||
Deferred
tax
assets
|
¾ | ¾ | 6.2 | 9.5 | ||||||||||||
Consolidated
|
$ | 264.9 | $ | 272.8 | $ | 43.8 | $ | 68.1 |
For the quarter ended
|
||||||||||||||||
Unaudited
3/28/08
|
Unaudited
6/27/08
|
Unaudited
9/26/08
|
Unaudited
12/31/08
|
|||||||||||||
(In
thousands, except per share data)
|
||||||||||||||||
2008 | ||||||||||||||||
Net
sales
|
$ | 63,926 | $ | 67,003 | $ | 66,239 | $ | 67,735 | ||||||||
Gross
margin
|
9,858 | 11,327 | 10,558 | 7,662 | ||||||||||||
Net
income (loss) (1)
|
(353 | ) | 300 | (13,689 | ) | (6,022 | ) | |||||||||
Earnings
per common share:
|
||||||||||||||||
Net
income (loss)
|
(0.07 | ) | 0.06 | (2.52 | ) | (1.11 | ) | |||||||||
Net
income (loss), assuming dilution
|
(0.07 | ) | 0.05 | (2.52 | ) | (1.11 | ) | |||||||||
2007 | ||||||||||||||||
Net
sales
|
$ | 65,169 | $ | 67,688 | $ | 67,610 | $ | 72,332 | ||||||||
Gross
margin
|
11,449 | 12,298 | 11,564 | 12,943 | ||||||||||||
Income
from continuing operations
|
637 | 1,252 | 852 | 1,110 | ||||||||||||
Income
from discontinued operations
|
289 | ¾ | ¾ | ¾ | ||||||||||||
Net
income
|
926 | 1,252 | 852 | 1,110 | ||||||||||||
Earnings
per common share:
|
||||||||||||||||
Continuing
operations
|
0.10 | 0.21 | 0.16 | 0.20 | ||||||||||||
Discontinued
operations
|
0.05 | ¾ | ¾ | ¾ | ||||||||||||
Net
income
|
0.15 | 0.21 | 0.16 | 0.20 | ||||||||||||
Continuing
operations, assuming dilution
|
0.10 | 0.20 | 0.16 | 0.20 | ||||||||||||
Discontinued
operations, assuming dilution
|
0.05 | ¾ | ¾ | ¾ | ||||||||||||
Net
income, assuming dilution
|
0.15 | 0.20 | 0.16 | 0.20 |
Level 1:
|
Quoted
prices in active markets for identical assets or
liabilities.
|
Level 2:
|
Observable
inputs other than Level 1 prices, such as quoted prices for similar assets
or liabilities; quoted prices in markets that are not active; or other
inputs that are observable or can be corroborated by observable market
data for substantially the full term of the related assets or
liabilities.
|
Level 3:
|
Unobservable
inputs that are supported by little or no market activity and that are
significant to the fair value of the assets or
liabilities.
|
Fair Value Measurements at December 31, 2008
Using
|
|||||||||||||||||
(in thousands of dollars)
|
Total
Carrying
Value
at
December 31, 2008
|
Quoted
prices in
active
markets
(Level 1)
|
Significant
other
observable
inputs
(Level 2)
|
Significant
unobservable
inputs
(Level 3)
|
|||||||||||||
Interest
rate swap liability
|
$ | 678 | $ | ¾ | $ | 678 | $ | ¾ |
Section
|
Title
|
3.2(a)
|
Capitalization
|
3.2(b)-1
|
Subsidiaries
|
3.2(b)-2
|
Interests
in Other Persons
|
3.4(a)
|
No
Violation
|
3.4(b)
|
Consents
and Approvals
|
3.5(c)
|
Absence
of Undisclosed Liabilities
|
3.7(b)
|
Absence
of Certain Changes -- Consent of Parent
|
3.7(d)
|
Absence
of Certain Changes -- Increased Compensation
|
3.8
|
Litigation;
Orders
|
3.9
|
Permits;
Compliance with Laws
|
3.11(a)
|
Environmental
Matters -- Laws
|
3.11(b)(i)
|
Environmental
Matters -- Release of Hazardous Substances
|
3.11(b)(ii)
|
Environmental
Matters -- Liability for Hazardous Substances
|
3.11(b)(iii)
|
Environmental
Matters -- Knowledge of Release of Hazardous Substances
|
3.11(b)(iv)
|
Environmental
Matters -- Written Notice of Liability for Hazardous
Substances
|
3.11(c)
|
Environmental
Matters -- Underground Storage Tanks, Asbestos, PCBs
|
3.12(a)
|
Intellectual
Property -- Infringement by Others
|
3.12(b)
|
Intellectual
Property -- Infringement by Nashua
|
3.13(a)
|
Employee
Benefit Plans; ERISA
|
3.13(c)(i)
|
Present
Value of Accrued Benefits under Single Employer Plans
|
3.13(h)
|
Establishment,
Maintenance and Administration of Employee Benefit
Plans
|
3.13(i)
|
Acceleration
under Employee Benefit Plans
|
3.13(j)-1
|
Non-Deductible
Payments under Section 163(m) or Section 280G of the
Code
|
3.13(j)-2
|
Certain
Payments Required by Employee Benefit Plans
|
3.13(k)
|
Written
Communications Regarding Employee Benefit Plans
|
3.14(a)
|
Labor
Matters
|
3.15
|
Certain
Contracts
|
3.17
|
Insurance
|
3.18-1
|
Top
20 Suppliers
|
3.18-2
|
Top
20 Customers
|
3.19
|
Affiliate
Transactions
|
5.1(a)
|
Conduct
of Business
|
8.15(k)
|
Knowledge
|
Section
|
Title
|
4.4(b)
|
No
Violation
|
4.9
|
No
Brokers or Finders
|
|
||
|
||
|
||
|
||
|
||
|
||
|
||
|
||
Exhibit
A – Voting Agreement
|
|
|
|
||
Exhibit
B -- Performance Targets
|
|
Defined Term
|
Section
|
Acquisition
Proposal
|
8.15(a)
|
Acquisition
Proposal Obligations
|
5.6(b)(i)
|
Affiliates
|
8.15(b)
|
Agreement
|
Preamble
|
Articles
of Merger
|
1.3
|
Book
Entry Shares
|
2.2(a)
|
Business
Day
|
8.15(c)
|
Cash
Merger Consideration
|
1.8(a)
|
Certificates
|
2.2(a)
|
Change
in the Company Recommendation
|
5.3
|
Closing
|
1.2
|
Closing
Date
|
1.2
|
Code
|
2.8
|
Company
|
Preamble
|
Company
Board Approval
|
3.6
|
Company
Capitalization Date
|
3.2(a)
|
Company
Common Stock
|
Recitals
|
Company
Contracts
|
8.15(d)
|
Company
Disclosure Schedule
|
8.16(a)
|
Company
Intellectual Property
|
3.12(a)
|
Company
Material Adverse Effect
|
8.15(e)
|
Company
Permits
|
3.9
|
Company
Recommendation
|
5.3
|
Company
Requisite Shareholder Vote
|
3.3
|
Company
Restricted Share Award
|
1.9(a)
|
Company
SEC Reports
|
3.5(a)
|
Company
Shareholders Meeting
|
5.3
|
Company
Stock Option
|
1.9(b)
|
Company
Stock Plans
|
8.15(f)
|
Company
Voting Debt
|
3.2(a)
|
Confidentiality
Agreement
|
5.13
|
Continuing
Employees
|
5.17(a)
|
Contract
|
3.4(a)
|
Control
|
8.15(b)
|
D&O
Insurance
|
5.7(b)
|
Dissenting
Shareholder
|
2.11(a)
|
Dissenting
Shares
|
2.11(a)
|
DOJ
|
5.5(c)
|
Effective
Time
|
1.3
|
Employee
Benefit Plans
|
3.13(a)
|
Environmental
Laws
|
3.11(a)
|
ERISA
|
3.13(a)
|
ERISA
Affiliate
|
8.15(g)
|
Exchange
Act
|
3.4(b)
|
Exchange
Agent
|
2.1
|
Exchange
Ratio
|
8.15(h)
|
Excluded
Shares
|
1.8(a)
|
Forward
Subsidiary Merger
|
1.1
|
FTC
|
5.5(c)
|
GAAP
|
3.5(b)
|
Governmental
Entity
|
3.4(b)
|
Defined Term
|
Section
|
Hazardous
Substance
|
8.15(i)
|
HHR
|
6.2(e)
|
Indemnified
Persons
|
5.7(a)
|
Intellectual
Property Rights
|
8.15(j)
|
knowledge
|
8.15(k)
|
Law
|
3.4(a)
|
Liens
|
3.2(b)
|
Lincoln
International
|
3.20
|
Major
Customers
|
3.18
|
Major
Suppliers
|
3.18
|
MBCA
|
1.1
|
Merger
|
Recitals
|
Merger
Consideration
|
1.8(a)
|
Merger
Sub
|
Preamble
|
Multiemployer
Plan
|
8.15(l)
|
Necessary
Consents.
|
3.4(b)
|
No-Shop
Period Start Time
|
5.6(a)
|
Order
|
3.4(a)
|
Parent
|
Preamble
|
Parent
Capitalization Date
|
4.2
|
Parent
Common Stock
|
8.15(m)
|
Parent
Disclosure Schedule
|
8.16(a)
|
Parent
Material Adverse Effect
|
8.15(n)
|
Parent
Plans
|
5.17(a)
|
Parent
SEC Reports
|
4.5(a)
|
Parent
Stock Measurement Price
|
8.15(p)
|
Parent
Stock Plans
|
8.15(p)
|
Parent
Welfare Plans
|
5.17(b)
|
PBGC
|
3.13(c)
|
PCBs
|
3.11(c)
|
Person
|
8.15(q)
|
Proxy
Statement
|
5.2(a)
|
Random
Trading Days
|
8.15(r)
|
Recent
Balance Sheet
|
3.10(a)
|
Registration
Statement
|
5.2(a)
|
Regulatory
Law
|
8.15(s)
|
Representatives
|
5.6(a)
|
Reverse
Subsidiary Merger
|
1.1
|
SEC
|
3.5(a)
|
Securities
Act
|
3.5(a)
|
Stock
Merger Consideration
|
1.8(a)
|
Subsidiaries
|
8.15(t)
|
Superior
Proposal
|
8.15(u)
|
Surviving
Corporation
|
1.1
|
Surviving
Corporation Transfer
|
5.15
|
Tax
Return
|
8.15(w)
|
Taxes
|
8.15(v)
|
Termination
Date
|
7.1(b)
|
Termination
Expenses
|
7.2(b)
|
Termination
Fee
|
7.2(b)
|
Voting
Agreement
|
Recitals
|
WH
|
6.2(e)
|
Name
|
Shares
of
Company Common Stock
|
Other
Schedule A Securities
|
||
Andrew
B. Albert
|
87,120
|
|
8,095
|
(1)
|
L.
Scott Barnard
|
6,000
|
|
18,095
|
(2)
|
Thomas
G. Brooker
|
140,190
|
|
0
|
|
Avrum
Gray (6)
|
86,718
|
|
20,795
|
(3)
|
Michael
T. Leatherman
|
100
|
|
8,095
|
(1)
|
Todd
McKeown
|
66,841
|
|
0
|
|
John
Patenaude
|
60,868
|
|
65,000
|
(4)
|
Mark
Schwarz (7)
|
4,802
|
|
15,795
|
(5)
|
Newcastle
Partners, L.P.
|
798,437
|
|
0
|
|
Exhibit No.
|
Description
|
2.1
|
Agreement
and Plan of Merger dated as of May 6, 2009 among Cenveo, Inc., NM
Acquisition Corp. and Nashua Corporation (incorporated by reference to
Annex A to the proxy statement/prospectus contained in this Registration
Statement).
|
3.1
|
Articles
of Incorporation of Cenveo, Inc. (incorporated by reference to Exhibit
3(i) 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).
|
3.2
|
Articles
of Amendment to the 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).
|
3.3
|
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).
|
3.4
|
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).
|
5.1
|
Opinion
of Timothy M. Davis, Cenveo’s General Counsel.
|
8.1
|
Opinion
and Consent of Hughes Hubbard & Reed LLP regarding the federal income
tax consequences of the merger.
|
8.2
|
Opinion
and Consent of Wilmer Cutler Pickering Hale and Dorr LLP regarding the
federal income tax consequences of the merger.
|
23.1
|
Consent
of Grant Thornton LLP.
|
23.2
|
Consent
of Deloitte & Touche LLP.
|
23.3
|
Consent
of Ernst & Young LLP.
|
23.4
|
Consent
of Ernst & Young LLP.
|
23.5
|
Consent
of Timothy M. Davis (included in Exhibit 5.1).
|
23.6
|
Consent
of Hughes Hubbard & Reed LLP (included in Exhibit
8.1).
|
23.7
|
Consent
of Wilmer Cutler Pickering Hale and Dorr LLP (included in Exhibit
8.2).
|
24.1
|
Powers
of Attorney.*
|
99.1
|
Consent
of Lincoln International LLC.
|
99.2
|
Form
of Proxy Card to be used by Nashua.
|
|
(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 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.
|
|
(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.
|
Signature
|
Capacity
|
Date
|
|
*
|
Chairman
of the Board and
Chief
Executive Officer
(Principal
Executive Officer)
|
July
10, 2009
|
|
Robert
G. Burton, Sr.
|
|||
/s/ Kenneth
P. Viret
|
Chief
Financial Officer
(Principal
Financial Officer and Principal Accounting Officer)
|
July
10, 2009
|
|
Kenneth
P. Viret
|
|||
*
|
Director
|
July
10, 2009
|
|
Gerald
S. Armstrong
|
|||
*
|
Director
|
July
10, 2009
|
|
Leonard
C. Green
|
|||
*
|
Director
|
July
10, 2009
|
|
Mark
J. Griffin
|
|||
*
|
Director
|
July
10, 2009
|
|
Robert
B. Obernier
|
Exhibit No.
|
Description
|
2.1
|
Agreement
and Plan of Merger dated as of May 6, 2009 among Cenveo, Inc., NM
Acquisition Corp. and Nashua Corporation (incorporated by reference to
Annex A to the proxy statement/prospectus contained in this Registration
Statement).
|
3.1
|
Articles
of Incorporation of Cenveo, Inc. (incorporated by reference to Exhibit
3(i) 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).
|
3.2
|
Articles
of Amendment to the 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).
|
3.3
|
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).
|
3.4
|
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).
|
5.1
|
Opinion
of Timothy M. Davis, Cenveo’s General Counsel.
|
8.1
|
Opinion
and Consent of Hughes Hubbard & Reed LLP regarding the federal income
tax consequences of the merger.
|
8.2
|
Opinion
and Consent of Wilmer Cutler Pickering Hale and Dorr LLP regarding the
federal income tax consequences of the merger.
|
23.1
|
Consent
of Grant Thornton LLP.
|
23.2
|
Consent
of Deloitte & Touche LLP.
|
23.3
|
Consent
of Ernst & Young LLP.
|
23.4
|
Consent
of Ernst & Young LLP.
|
23.5
|
Consent
of Timothy M. Davis (included in Exhibit 5.1).
|
23.6
|
Consent
of Hughes Hubbard & Reed LLP (included in Exhibit 8.1).
|
23.7
|
Consent
of Wilmer Cutler Pickering Hale and Dorr LLP (included in Exhibit
8.2).
|
24.1
|
Powers
of Attorney.*
|
99.1
|
Consent
of Lincoln International LLC.
|
99.2
|
Form
of Proxy Card to be used by
Nashua.
|