DFAN14A
                                  SCHEDULE 14A
                                 (RULE 14A-101)

                     INFORMATION REQUIRED IN PROXY STATEMENT
                (PROXY STATEMENT PURSUANT TO SECTION 14(A) OF THE
                        SECURITIES EXCHANGE ACT OF 1934)

Filed by the Registrant  |_|
Filed by a party other than the Registrant  |X|

Check the appropriate box:
|_|   Preliminary Proxy Statement
|_|   Confidential, For Use of the Commission Only
      (as permitted by Rule 14a-6(e)-2)
|_|   Definitive Proxy Statement
|X|   Definitive Additional Materials
|_|   Soliciting Material Pursuant to ss.240.14a-12

                                  CENVEO, INC.
 ------------------------------------------------------------------------------
                  (Name of Registrant Specified in Its Charter)
                         BURTON CAPITAL MANAGEMENT, LLC
                                  GOODWOOD INC.
                              1354037 ONTARIO INC.
 ------------------------------------------------------------------------------
      (Name of Person(s) Filing Proxy Statement, if Other Than Registrant)

Payment of Filing Fee (Check the appropriate box):
|X| No fee required
|_| Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11

(1) Title of each class of securities to which transaction applies:

(2) Aggregate number of securities to which transaction applies:

(3) Per unit price or other underlying value of transaction computed pursuant to
    Exchange Act Rule 0-11 (Set forth the amount on which the filing fee is
    calculated and state how it was determined):

(4) Proposed maximum aggregate value of transaction:

(5) Total fee paid:

|_| Fee paid previously by written preliminary materials: 
|_| Check box if any part of the fee is offset as provided by Exchange Act
    Rule 0-11(a)(2) and identify filing for which the offsetting fee was paid
    previously. Identify the previous filing by registration statement number,
    or the Form or Schedule and the date of its filing.
(1) Amount previously paid:
(2) Form, Schedule or Registration Statement No.: 
(3) Filing party: 
(4) Date filed:


                     [Davis Graham & Stubbs LLP letterhead]


                                 August 23, 2005


BY TELECOPIER AT (301) 556-0491

Mr. Muir Paterson and Mr. Christopher Young 
Directors, Co-Heads of M&A Research
Institutional Shareholder Services
2099 Gaither Road, Suite 501
Rockville, MD 20850-4045

Gentlemen:

      We are Colorado counsel for Burton Capital Management LLC ("Burton") in
connection with the proxy contest being conducted by Burton and Goodwood Inc.
("Goodwood") for control of the board of directors of Cenveo, Inc. ("Cenveo").

      As you know, Burton and Goodwood have asked Cenveo to approve the election
of their nominees for purposes of certain change of control provisions under
Cenveo's debt instruments and severance arrangements. We are writing this letter
to explain how, in our view, the approval Burton and Goodwood have requested is
consistent with Colorado law and to eliminate any possible misunderstanding or
claim by Cenveo that the board would violate its fiduciary duties if it gives
that approval.

      We are unaware of any established principle recognized by Colorado law
that would support a claim that the board would violate its fiduciary duties if
it gives the approval that Burton and Goodwood have requested. In fact, general
principles of Colorado corporate law would suggest not only that the board is
not prohibited from approving the Burton and Goodwood nominees, but it may in
fact be REQUIRED to grant that approval.

      Under the Colorado Business Corporation Act, in order to fulfill their
fiduciary duties, directors of a corporation must discharge their duties "(a)
[i]n good faith; (b) [w]ith the care an ordinarily prudent person in a like
position would exercise under similar circumstances; and (c) [i]n a manner the
director or officer reasonably believes to be in the best interests of the
corporation." C.R.S. 7-108-401(1). A director's fiduciary duties are owed
exclusively to shareholders. SEE IN RE STAT-TECH Int'l, 47 F.3d 1054, 1058 (10th
Cir. 1995) ("Under Colorado law, corporate directors, in the exercise of their
responsibilities, owe a fiduciary duty to shareholders.").(1)


-----------------
(1) There are circumstances where a board of directors may have fiduciary duties
    to creditors. SEE NEW CRAWFORD VALLEY, LTD. V. BENEDICT, 877 P.2d 1363, 1369
    (Colo. App. 1993) ("If a corporation is insolvent, its directors are deemed
    to be trustees for it and for its creditors."); SEE ALSO 31 FLETCHER
    CYCLOPEDIA OF PRIVATE CORP. 1035.60 ("As a general rule, corporate officers
    and directors owe corporate creditors no extracontractual duties, absent
    special circumstances such as corporate insolvency, fraud, or violation of a
    statute."). However, we are unaware of any allegation that such
    circumstances exist here. Based on recent pronouncements by Cenveo, for
    example, we understand that there is no doubt regarding Cenveo's current
    solvency (E.G., Cenveo's most recent 10-Q included the following statement:
    "We expect internally generated cash flow and the financing available under
    our senior secured credit facility will be sufficient to fund our working
    capital needs and long-term growth"). Accordingly, it would be implausible
    to suggest that approval of the Burton and Goodwood nominees by the
    incumbent board would violate any fiduciary duties owed to Cenveo's
    creditors.



      We also believe that, far from being harmed by the approval that Burton
and Goodwood have requested, Cenveo's shareholders would benefit in two
important ways. First, in the event that Burton and Goodwood prevail in their
proxy contest, Cenveo would be spared the potential expense associated with
triggering the change of control provisions of the relevant debt agreements (and
would be spared the obligation to make severance payments in accordance with the
terms of the severance arrangements with its executives). Second, the requested
approval would give shareholders a chance to select a board of their choosing to
run Cenveo by providing a "level playing field," free of unnecessary
distractions that are not directly related to the competing slates of directors
to be presented at the special meeting of shareholders. Given these benefits, we
think it likely that the directors' fiduciary duties to act with "candor,
unselfishness, and good faith" will REQUIRE them to grant the approval Burton
and Goodwood have requested.

      We hope that this letter will help you in connection with your
consideration of the proxy contest. Please call John Elofson at (303) 892-7335
with any questions.

                                         Very truly yours,

                                         /s/ Davis Graham & Stubbs LLP
                                         Davis Graham & Stubbs LLP



cc:   Burton Capital Management, LLC
      Goodwood Inc.
      Hughes Hubbard & Reed LLP






IMPORTANT INFORMATION

This letter is not a proxy statement. On August 9, 2005, BCM and Goodwood filed
a definitive proxy statement with the Securities and Exchange Commission
relating to their solicitation of proxies from the shareholders of Cenveo with
respect to a special meeting of Cenveo's shareholders called to, among other
things, replace Cenveo's current board of directors. BCM AND GOODWOOD ADVISE
SECURITYHOLDERS TO READ THEIR PROXY STATEMENT BECAUSE IT CONTAINS IMPORTANT
INFORMATION.

The proxy statement of BCM and Goodwood and other relevant documents are
available for free at www.sec.gov. You may also obtain a free copy of BCM and
Goodwood's definitive proxy statement by contacting D.F. King & Co., Inc. at
(800) 967-7921 (toll-free).