UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
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Cenveo,
Inc.
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(Exact
name of registrant as specified in its
charter)
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Colorado
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(State
or other jurisdiction of incorporation or
organization)
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2670
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(Primary
Standard Industrial Classification Code
Number)
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84-1250533
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(I.R.S.
Employer Identification Number)
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One
Canterbury Green
201
Broad Street
Stamford,
CT 06901
Telephone
No.: (203) 595-3000
Telecopier
No.: (203) 595-3074
Attention: General
Counsel
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(Address,
including zip code, and telephone number, including area code, of
registrant’s principal executive
offices)
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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
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Large
accelerated filero
|
Accelerated
filer ý
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Non-accelerated
filer o (Do
not check if a smaller reporting company)
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Smaller
reporting company o
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Title
of each class of
securities to be registered |
Amount
to be
registered
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Proposed
maximum
offering price per unit
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Proposed
maximum
aggregate offering price
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Amount
of
registration fee
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Common
stock, par value
$0.01 per share
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9,417,048(a)
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N/A
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$33,463,635.72(b)
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$1,867.27(c)
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(a)
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The
maximum number of shares of Cenveo common stock estimated to be issuable
upon the completion of the merger described herein, which number may be
higher or lower in accordance with the formula described below. This
number is based on (i) the maximum number of shares of Nashua common stock
expected to be outstanding at the time of the merger (i.e., 5,759,662,
which is 5,567,737 shares presently outstanding plus 40,475
shares issuable upon vesting of restricted share units plus 151,450
shares that may be issued upon exercise of options) and (ii) an assumed
exchange ratio applicable in the merger of 1.635 shares of Cenveo common
stock for each share of Nashua common stock (the maximum exchange ratio
pursuant to the Agreement and Plan of Merger dated as of May 6, 2009 among
Cenveo, NM Acquisition Corp., a wholly-owned subsidiary of Cenveo, and
Nashua).
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(b)
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Estimated
solely for the purpose of calculating the registration fee pursuant to
Rule 457(f)(1) and (3) and Rule 457(c) of the Securities Act of 1933,
based on (i) the product of (x) $6.56, the average of the high and low
sales prices of Nashua’s common stock on the NASDAQ Global Market on May
26, 2009 and (y) the maximum number of shares of Nashua common stock
expected to be outstanding at the time of the merger (i.e., 5,759,662
shares, calculated as described in note (a) above) less (ii) $4,319,747,
the amount of cash to be paid by Cenveo in connection with the merger
(i.e., the product of $0.75 and
5,759,662).
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(c)
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Computed
in accordance with Rule 457(f) under the Securities Act to be to 0.0000558
multiplied by the proposed maximum aggregate offering
price.
|
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.
|
|
Sincerely, | |||
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|
||
Thomas G. Brooker | |||
President and Chief Executive Officer | |||
●
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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.
|
●
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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.
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By Order of the Board of Directors | |||
|
|
||
John L. Patenaude | |||
Vice President-Finance, Chief Financial Officer and Treasurer | |||
Cenveo,
Inc.
One
Canterbury Green
201
Broad Street
Stamford,
CT 06901
(203)
595-3000
Attention:
Investor Relations
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Treatment of U.S. Holders Exercising Appraisal Rights | 57 |
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SUBMISSION OF SHAREHOLDER PROPOSALS – 2010 NASHUA ANNUAL MEETING | 90 |
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F-1
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Annex
A
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A-1
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Annex
B
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B-1
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Annex
C
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C-1
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Annex
D
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D-1
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Q:
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What
is the proposed transaction for which I am being asked to
vote?
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A:
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Nashua’s
shareholders are being asked to approve the agreement and plan of merger
dated as of May 6, 2009 (the “merger agreement”) among Cenveo, Nashua and
Merger Sub, and the transactions contemplated thereby, including the
merger of Nashua and Merger Sub, with either Nashua or Merger Sub
surviving.
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Q:
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What
do I need to do now?
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A:
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After
you have carefully read this proxy statement/prospectus and have decided
how you wish to vote your Nashua shares, please vote your shares promptly.
If you hold Nashua common stock in your name as a shareholder of record,
you must complete, sign, date and mail your proxy card in the enclosed
postage paid return envelope as soon as possible. You may also authorize a
proxy to vote your shares by telephone or through the Internet as
instructed on the enclosed proxy card. If you hold your stock in “street
name” through a bank, broker or other third party (which we refer to as a
nominee), you must direct your bank, broker or other nominee to vote in
accordance with the instructions you have received from your bank or
broker. Submitting your proxy card, authorizing a proxy by telephone or
through the Internet, or directing your bank, broker or other nominee to
vote your shares will ensure that your shares are represented and voted at
the special meeting.
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Q:
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If
I am a Nashua shareholder, should I send my Nashua stock certificates (if
any) with my proxy card?
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A:
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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.
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Q:
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Why
is my vote important?
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A:
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If
you do not vote by proxy or vote 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 agreement and the
transactions contemplated thereby. The merger agreement and the
transactions contemplated thereby must be approved by the holders of a
majority of all the votes entitled to be cast on the matter by Nashua
shareholders. Nashua’s
Board of Directors unanimously recommends that you vote FOR approval of
the merger agreement and the transactions contemplated thereby, including
the merger.
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Q:
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If
my shares of Nashua common stock are held in street name by my broker,
will my broker automatically vote my shares for
me?
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A:
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No. Your
broker cannot vote your shares without instructions from you. You should
instruct your broker as to how to vote your shares, following the
directions your broker provides to you. Please check the voting form used
by your broker.
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Q:
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As
a participant in Nashua’s Employees’ Savings Plan 401(k), how do I vote
shares held in my plan account?
|
A:
|
If
you are a Nashua employee, former employee, retiree or other person who is
participating or has participated in Nashua’s Employees’ Savings Plan
401(k), then you may be receiving this material in part because of shares
held on your behalf in Nashua’s 401(k) plan. Fidelity Management
Trust Company, as trustee of Nashua’s 401(k) plan, is considered the
stockholder of record with respect to those shares. If you are
a participant in Nashua’s 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 401(k) plan account by indicating your instructions
on the enclosed instruction card and returning it to Fidelity Management
Trust Company at the address provided on the instruction card by ● ,
2009.
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Q:
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What
if I fail to instruct my broker?
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A:
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If
you do not provide your broker with instructions and your broker submits
an unvoted proxy, referred to as a broker non-vote, the broker non-vote
will be counted toward a quorum at the special meeting, but it will have
the same effect as a vote against approval of the merger agreement and the
transactions contemplated thereby. With respect to the proposal
to adjourn the special meeting if necessary or appropriate to solicit
additional proxies, an abstention will have the same effect as a vote
against the proposal. If you fail to instruct your broker to
vote your shares, your broker may vote your shares in its discretion on
this proposal.
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Q:
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If
I am a participant in Nashua’s 401(k) plan, what happens if the plan
trustee does not receive voting instructions from
me?
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A:
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Any
shares held in the 401(k) plan for which Fidelity Management
Trust Company does not receive voting instructions by ● , 2009, will
not be voted at the special
meeting.
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Q:
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Can
I attend the special meeting and vote my Nashua shares in
person?
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A:
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All
Nashua shareholders, including those who hold their shares of record and
those who hold their shares through banks, brokers or nominees, may attend
the special meeting.
|
Q:
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Can
I change my vote?
|
A:
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Yes.
A Nashua shareholder who has given a proxy may revoke it at any time
before its exercise at the special meeting by (i) giving written
notice of revocation to Nashua’s Corporate Secretary, (ii) properly
submitting to Nashua a duly executed proxy bearing a later date or
(iii) attending the special meeting and voting in person. Any Nashua
shareholder entitled to vote in person at the special meeting may vote in
person regardless of whether a proxy has been previously given, 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.
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Q:
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Will
Nashua be required to submit the merger agreement to its
shareholders?
|
A:
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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 even if Nashua’s board of
directors has withdrawn, modified or qualified its
recommendation.
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Q:
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When
do you expect to complete the
merger?
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A:
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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:
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Whom
should I call with questions about the special meeting or the
merger?
|
A:
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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.
|
●
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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
|
$
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2.52
|
$
|
6.88
|
||||||
May
26, 2009
|
$
|
4.98
|
$
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6.64
|
$
|
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
|
Pro
Forma Combined
|
Pro Forma
Equivalent
Nashua Share
|
||||||||||||||
Cenveo
|
Nashua
|
|||||||||||||||
Loss
Per Share From Continuing Operations – Basic and
Diluted
|
||||||||||||||||
For
the first fiscal quarter of 2009
|
$ | (0.08 | ) | $ | (0.06 | ) | $ | (0.08 | ) | $ | (0.06 | ) | ||||
For
fiscal year 2008
|
(5.51 | ) | (3.65 | ) | (5.21 | ) | (4.23 | ) | ||||||||
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 | $ | (2.95 | ) | $ | (2.40 | ) | |||||
As
of the end of fiscal year 2008
|
(4.07 | ) | 3.84 | (2.96 | ) | (2.40 | ) |
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.
|
●
|
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%
|
Volume-Weighted | ||||||||||
Average Prior | Implied Premium |
Premium
Paid Percentage Data by Percentile
|
||||||||
to May 5,
2009
|
of the
Merger
|
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%
|
●
|
Avery
Dennison Corporation
|
●
|
Brady
Corp.
|
●
|
Ennis
Inc.
|
●
|
MeadWestvaco
Corporation
|
●
|
Multi-Color
Corp.
|
●
|
NCR
Corp.
|
●
|
Standard
Register Co.
|
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
|
Target
|
|
Acquiror | |
●
|
Papierfabrik
Scheufelen GmbH + Co. KG
|
●
|
Powerflute
Oyj (AIM:POWR)
|
●
|
Carmel
Container Systems Ltd.
|
●
|
Hadera
Paper Ltd.
|
●
|
Premier
Boxboard Limited, LLC
|
●
|
Temple-Inland,
Inc.
|
●
|
Integrity
Print Limited
|
●
|
MBO
|
●
|
Papyrus
AB
|
●
|
Altor
Equity Partners
|
●
|
Clear
Image Labels Pty Ltd.
|
●
|
CCL
Industries Inc. (TSX:CCL.B)
|
●
|
Rex
Corporation
|
●
|
Cenveo
Inc. (NYSE:CVO)
|
●
|
Collotype
Labels International Pty Ltd.
|
●
|
Multi-Color
Corp. (NasdaqGS:LABL)
|
●
|
CD-Design
GmbH
|
●
|
CCL
Industries Inc. (TSX:CCL.B)
|
●
|
Metallised
Products Limited
|
●
|
PH
Glatfelter Co. (NYSE:GLT)
|
●
|
Advance
Agro Public Co. Ltd. (SET:AA)
|
●
|
Yothin Damnerncharnwanit |
●
|
M-real
Zanders GmbH
|
●
|
ArjoWiggins
SAS
|
●
|
Stora
Enso North America Corp.
|
●
|
Newpage
Holding Corporation
|
●
|
Commercial
Envelope Manufacturing Co., Inc.
|
●
|
Cenveo
Inc. (NYSE:CVO)
|
●
|
ColorGraphics,
Inc.
|
●
|
Cenveo
Inc.
(NYSE:CVO)
|
●
|
Blue
Ridge Paper Products Inc.
|
●
|
Rank
Group Investments Limited
|
●
|
Cadmus
Communications Corp.
|
●
|
Cenveo
Inc. (NYSE:CVO)
|
●
|
Fox
River Paper Company LLC
|
●
|
Neenah
Paper, Inc. (NYSE:NP)
|
●
|
Pimaco
Company
|
●
|
Societe
Bic
|
●
|
International
Paper Do Brasil Ltda., Brazilian Coated Paper
Business
|
●
|
Stora
Enso Corp.
|
●
|
Block
Graphics, Inc.
|
●
|
Ennis
Inc. (NYSE:EBF)
|
●
|
Rx
Technology Corporation
|
●
|
Cenveo
Inc. (NYSE:CVO)
|
●
|
Outlook
Group Corp.
|
●
|
Milestone
Partners
|
●
|
Packaging
Dynamics Corp.
|
●
|
Thilmany,
LLC
|
●
|
Verso
Paper Holdings, LLC
|
●
|
Apollo
Management, L.P.
|
●
|
Altivity
Packaging, LLC
|
●
|
Texas
Pacific
Group
|
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
|
●
|
Bowne
& Co., Inc.
|
●
|
Champion
Industries, Inc.
|
●
|
Consolidated
Graphics, Inc.
|
●
|
Deluxe
Corp.
|
●
|
Multi-Color
Corp.
|
●
|
R.R.
Donnelley & Sons Company
|
●
|
Schawk,
Inc.
|
●
|
Standard
Register Co.
|
●
|
Transcontinental,
Inc.
|
●
|
X-Rite,
Incorporated
|
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 immediate 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)
|
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 | % | — | — |
●
|
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 | % | — | — |
●
|
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 |
Amount
and Nature of
|
Percent
of Common
|
|||||||
Name
|
Beneficial
Ownership(1)
|
Stock
Outstanding(2)
|
||||||
Andrew
B. Albert
|
95,215
|
(5)(6)
|
1.7
|
%
|
||||
L.
Scott Barnard
|
24,095
|
(3)(5)
|
*
|
|||||
Thomas
G. Brooker
|
177,878
|
(4)(7)(8)(9)(10)(11)
|
3.2
|
%
|
||||
Clinton
J. Coleman
|
0
|
*
|
||||||
Avrum
Gray
|
107,513
|
(3)(5)(12)
|
1.9
|
%
|
||||
Michael
T. Leatherman
|
8,195
|
(5)
|
*
|
|||||
William
T. McKeown
|
65,917
|
(4)(8)(9)(10)
|
1.2
|
%
|
||||
George
R. Mrkonic, Jr.
|
36,797
|
(3)(5)
|
*
|
|||||
John
L. Patenaude
|
127,313
|
(3)(4)(9)(10)
|
2.3
|
%
|
||||
Mark
E. Schwarz
|
819,034
|
(3)(5)(13)
|
14.6
|
%
|
||||
Directors
and Executive Officers as a Group (14 persons)
|
1,611,184
|
(3)(4)(14)(15)
|
28.8
|
%
|
*
|
Less
than 1%.
|
|
(1)
|
Information
as to the interests of the respective director nominees has been furnished
in part by them. The number of shares beneficially owned is determined
under rules promulgated by the Securities and Exchange Commission, and the
information is not necessarily indicative of beneficial ownership for any
other purpose. Under such rules, beneficial ownership includes any shares
as to which an individual or group has sole or shared voting power or
investment power and also any shares which an individual or group has the
right to acquire within 60 days of March 17, 2009 through the
conversion of any convertible note or the exercise of any stock option,
warrant or other right. The inclusion herein of such shares, however, does
not constitute an admission that the named stockholder is a direct or
indirect beneficial owner of such shares. Unless otherwise indicated, each
person or group named in the table has sole
|
|
voting
or investment power (or shares power with his or her spouse) with respect
to all shares of common stock listed as owned by such person or
entity.
|
||
(2)
|
Percentage
of beneficial ownership is based on 5,599,642 shares of Nashua’s
common stock outstanding as of March 17, 2009.
|
|
(3)
|
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.
Mrkonic
|
12,700
|
|||
Mr.
Patenaude
|
65,000
|
|||
Mr.
Schwarz
|
7,700
|
|||
Directors
and Executive Officers as a Group
|
111,100
|
(4)
|
Includes
shares held in trust under Nashua’s Employees’ Savings Plan (401k) under
which participating employees have voting power as to the shares in their
account.
|
Name
|
# of
Shares
|
|||
Mr.
Brooker
|
5,192
|
|||
Mr.
McKeown
|
7,417
|
|||
Mr.
Patenaude
|
20,563
|
|||
Directors
and Executive Officers as a Group
|
58,199
|
(5)
|
Includes
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.
|
|
(6)
|
Includes
200 shares held by Mr. Albert’s mother for which Mr. Albert
has voting power.
|
|
(7)
|
Includes
26,000 shares of restricted stock which will vest upon achievement of
certain target average closing prices of Nashua’s common stock over the
40-consecutive trading day period which ends on the third anniversary of
the date of grant, which was May 4, 2006. 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 Nashua’s common stock are not
met.
|
|
||
(8)
|
Includes
shares of restricted stock which will vest upon achievement of certain
target average closing prices of Nashua’s common stock over the
40-consecutive trading day period which ends on the third anniversary of
the date of grant.
|
#
of Restricted
|
||||||
Name
|
Shares
|
Date of
Grant
|
||||
Mr.
Brooker
|
14,000
|
May
4, 2006
|
||||
Mr.
McKeown
|
15,000
|
September
1, 2006
|
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 Nashua’s 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.
|
(9)
|
Includes
shares of restricted stock which will vest upon achievement of certain
target average closing prices of Nashua’s common stock over the
40-consecutive trading day period which ends on the third anniversary of
the date of grant.
|
#
of Restricted
|
||||||||
Name
|
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
|
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 $11.00
but less than $12.00 is achieved, 66% of such shares shall vest if the
40-day average closing price of at least $12.00 but less than $13.00 is
achieved, and 100% of such shares shall vest if the 40-day average closing
price of $13.00 or greater is achieved. Shares of restricted stock are
forfeited if the specified closing prices of Nashua’s 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 $11.00. In
accordance with Nashua’s stock ownership guidelines, in order to retain
the award, the participants are required to acquire Nashua’s shares equal
to 20% of their award within one year of the grant date, unless extended
by the Board of Directors.
|
||
(10)
|
Includes
shares of restricted stock which will vest upon achievement
of certain target average closing prices of Nashua’s common stock over the
40-consecutive trading day period which ends on the third
anniversary of the date of grant.
|
#
of Restricted
|
||||||||
Name
|
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
|
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 Nashua’s 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. In accordance with
Nashua’s stock ownership guidelines, in order to retain the award, the
participants are required to acquire Nashua’s shares equal to 10% of their
award within one year of the grant date, unless extended by the Board of
Directors.
|
||
(11)
|
Includes
1,144 shares of restricted stock granted to Mr. Brooker on
March 2, 2007. The shares are scheduled to vest on March 2, 2010
or upon a change of control of Nashua.
|
|
(12)
|
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.
|
|
(13)
|
Includes
798,437 shares beneficially owned by Newcastle Partners, L.P.,
Newcastle Capital Group, L.L.C., Newcastle Capital Management, L.P. and
Mark E. Schwarz. Newcastle Capital Management, L.P. is the general partner
of Newcastle Partners, L.P. Newcastle Capital Group, L.L.C. is the general
partner of Newcastle Capital Management, L.P., and Mark Schwarz is the
managing member of Newcastle Capital Group, L.L.C. Also includes
4,802 shares held directly by Mr. Schwarz.
|
|
(14)
|
Includes
316,144 shares of restricted stock.
|
|
(15)
|
Includes
48,570 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.
|
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
|
Unaudited
Financial Statements:
|
|
F-2
|
|
F-4
|
|
F-5
|
|
F-6
|
|
Audited
Financial Statements:
|
|
F-11
|
|
F-12
|
|
F-13
|
|
F-14
|
|
F-15
|
|
F-38
|
April
3,
2009 |
December
31,
|
|||||||
(Unaudited)
|
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
|
—
|
(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
|
—
|
(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
|
—
|
||||||
Repayment
of term loan
|
(8,125
|
)
|
—
|
|||||
Repayment
of notes payable to related parties
|
(5
|
)
|
(5
|
)
|
||||
Proceeds
from shares exercised under stock option plans
|
—
|
27
|
||||||
Excess
tax benefit from exercised stock based compensation
|
—
|
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
|
$
|
—
|
$
|
3,740
|
||||
Supplemental
disclosures of cash flow information:
|
||||||||
Interest
paid
|
$
|
208
|
$
|
164
|
||||
Income
taxes paid, net
|
$
|
31
|
$
|
21
|
As
of April 3, 2009
|
|||||||||
Weighted
|
|||||||||
Gross
|
Average
|
||||||||
Carrying
|
Accumulated
|
Amortization
|
|||||||
(In
thousands)
|
Amount
|
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 | ) | — | — | ||||||||||
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,
|
March
28,
|
April
3,
|
March
28,
|
|||||||||||||
2009
|
2008
|
2009
|
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
|
)
|
—
|
(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
|
$ —
|
$
707
|
$ —
|
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 | — | ||||||
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
|
— | 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
|
— | 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
|
— | 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
|
— | 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
|
|||||||||||||||||||||
Share
|
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 | — | — | 681 | ||||||||||||||||||
Stock-based
compensation
|
— | — | 232 | — | — | 232 | ||||||||||||||||||
Restricted
stock
issued
|
148,000 | 148 | (148 | ) | — | — | — | |||||||||||||||||
Restricted
stock forfeited
|
(88,673 | ) | (88 | ) | 88 | — | — | — | ||||||||||||||||
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 | ) | — | (8,165 | ) | |||||||||||||
Other
|
3,431 | 3 | 65 | — | ¾ | 68 | ||||||||||||||||||
Comprehensive
income:
|
||||||||||||||||||||||||
Net
income
|
— | — | — | 4,140 | ¾ | 4,140 | ||||||||||||||||||
Minimum
pension liability
adjustment,
net of
tax
|
— | — | — | — | (3,670 | ) | (3,670 | ) | ||||||||||||||||
Comprehensive
income
|
— | — | — | — | 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 | — | — | 62 | ||||||||||||||||||
Stock-based
compensation
|
— | — | 888 | — | — | 888 | ||||||||||||||||||
Restricted
stock
issued
|
118,000 | 118 | (118 | ) | — | |||||||||||||||||||
Restricted
stock forfeited
|
(23,000 | ) | (23 | ) | 23 | — | — | — | ||||||||||||||||
Purchase
and retirement of treasury shares
|
(135,544 | ) | (135 | ) | (334 | ) | (179 | ) | — | (648 | ) | |||||||||||||
Comprehensive
loss:
|
||||||||||||||||||||||||
Net
loss
|
— | — | — | (19,764 | ) | — | (19,764 | ) | ||||||||||||||||
Minimum
pension liability
adjustment,
net of
tax
|
— | — | — | — | (20,533 | ) | (20,533 | ) | ||||||||||||||||
Comprehensive
loss
|
— | — | — | — | — | (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 | — | ||||||
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
|
— | 6 | ||||||
Cash
used in investing
activities
|
(1,777 | ) | (1,486 | ) | ||||
Cash
Flows from Financing Activities
Net
repayments on revolving portion of long-term
debt
|
— | (1,950 | ) | |||||
Net
repayments on term portion of long-term debt
|
(1,875 | ) | — | |||||
Principal
repayment on note payable to related
parties
|
(31 | ) | (71 | ) | ||||
Proceeds
from repayment on loan to related
party
|
— | 1,049 | ||||||
Proceeds
from
refinancing
|
— | 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
|
— | (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 |
|
(1)
|
Label
Products
|
|
(2)
|
Specialty
Paper Products
|
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 | ) | — | (14,142 | ) | |||||||
Balance
as of December 31, 2008
|
$ | — | $ | 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 | $ | — | $ | 8,125 | ||||||
Industrial
revenue bond
|
— | 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
|
— | 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 | — | — | ||||||||||||
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 | — | — | |||||||||||
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 | ) | — | |||||
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
|
—
|
—
|
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
|
— | 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
|
— | 0.05 | ||||||
Net income
|
$ | (3.65 | ) | $ | 0.72 | |||
Diluted
|
||||||||
Income from continuing
operations
|
$ | (3.65 | ) | $ | 0.66 | |||
Income from discontinued
operations
|
— | .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 | — | 1 | ||||||||||||
Interest
cost
|
5,949 | 5,773 | 27 | 42 | ||||||||||||
Actuarial
gain
|
3,145 | (2,590 | ) | (96 | ) | (209 | ) | |||||||||
Expenses
paid from
assets
|
(500 | ) | (500 | ) | — | — | ||||||||||
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 | $ | — | $ | — | ||||||||
Actual
return on plan
assets
|
(12,765 | ) | (4,576 | ) | — | — | ||||||||||
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 | $ | — | $ | — | ||||||||
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
|
— | — | (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%
|
—
|
—
|
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
|
— | 6.5 | ||||||
Fixed
income/bond investments
|
21.2 | 22.1 | ||||||
Hedge
funds
|
11.7 | — | ||||||
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 | ) | — | — | ||||||||||
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
|
$
—
|
$
3.0
|
$
3.0
|
$ —
|
|||||
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
|
— | — | 1.5 | 1.5 | ||||||||||||
Deferred
tax
assets
|
— | — | 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 | — | — | — | ||||||||||||
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 |
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 | $ | — | $ | 678 | $ | — |
Page
|
||
ARTICLE
I THE MERGER
|
1
|
|
Section
1.1
|
1
|
|
Section
1.2
|
2
|
|
Section
1.3
|
2
|
|
Section
1.4
|
2
|
|
Section
1.5
|
2
|
|
Section
1.6
|
2
|
|
Section
1.7
|
2
|
|
Section
1.8
|
3
|
|
Section
1.9
|
3
|
|
Section
1.10
|
5
|
|
ARTICLE
II CONVERSION OF SHARES
|
5
|
|
Section
2.1
|
5
|
|
Section
2.2
|
5
|
|
Section
2.3
|
6
|
|
Section
2.4
|
6
|
|
Section
2.5
|
6
|
|
Section
2.6
|
7
|
|
Section
2.7
|
7
|
|
Section
2.8
|
7
|
|
Section
2.9
|
8
|
|
Section
2.10
|
8
|
|
Section
2.11
|
8
|
|
ARTICLE
III REPRESENTATIONS AND WARRANTIES OF THE
COMPANY
|
9
|
|
Section
3.1
|
9
|
|
Section
3.2
|
9
|
|
Section
3.3
|
10
|
|
Section
3.4
|
11
|
|
Section
3.5
|
12
|
|
Section
3.6
|
14
|
|
Section
3.7
|
14
|
|
Section
3.8
|
15
|
|
Section
3.9
|
15
|
|
Section
3.10
|
16
|
|
Section
3.11
|
17
|
|
Section
3.12
|
18
|
|
Section
3.13
|
19
|
|
Section
3.14
|
22
|
|
Section
3.15
|
22
|
|
Section
3.16
|
23
|
|
Section
3.17
|
24
|
|
Section
3.18
|
24
|
|
Section
3.19
|
24
|
|
Section
3.20
|
24
|
|
Section
3.21
|
25
|
|
Section
3.22
|
25
|
|
Section
3.23
|
25
|
|
Section
3.24
|
25
|
|
|
26
|
Page
|
||
Section
4.1
|
26
|
|
Section
4.2
|
26
|
|
Section
4.3
|
27
|
|
Section
4.4
|
27
|
|
Section
4.5
|
28
|
|
Section
4.6
|
29
|
|
Section
4.7
|
30
|
|
Section
4.8
|
30
|
|
Section
4.9
|
30
|
|
Section
4.10
|
30
|
|
Section
4.11
|
30
|
|
Section
4.12
|
30
|
|
ARTICLE
V COVENANTS
|
31
|
|
Section
5.1
|
31
|
|
Section
5.2
|
34
|
|
Section
5.3
|
35
|
|
Section
5.4
|
36
|
|
Section
5.5
|
37
|
|
Section
5.6
|
38
|
|
Section
5.7
|
42
|
|
Section
5.8
|
43
|
|
Section
5.9
|
43
|
|
Section
5.10
|
43
|
|
Section
5.11
|
43
|
|
Section
5.12
|
44
|
|
Section
5.13
|
44
|
|
Section
5.14
|
44
|
|
Section
5.15
|
44
|
|
Section
5.16
|
44
|
|
Section
5.17
|
44
|
|
Section
5.18
|
45
|
|
ARTICLE
VI CONDITIONS TO THE MERGER
|
45
|
|
Section
6.1
|
45
|
|
Section
6.2
|
46
|
|
Section
6.3
|
47
|
|
ARTICLE
VII TERMINATION, AMENDMENT AND WAIVER
|
48
|
|
Section
7.1
|
48
|
|
Section
7.2
|
50
|
|
Section
7.3
|
51
|
|
Section
7.4
|
51
|
|
ARTICLE
VIII MISCELLANEOUS
|
51
|
|
Section
8.1
|
51
|
|
Section
8.2
|
52
|
|
Section
8.3
|
52
|
|
Section
8.4
|
53
|
|
Section
8.5
|
53
|
|
Section
8.6
|
53
|
|
Section
8.7
|
53
|
|
Section
8.8
|
54
|
|
Section
8.9
|
54
|
Page
|
||
Section
8.10
|
54
|
|
Section
8.11
|
54
|
|
Section
8.12
|
54
|
|
Section
8.13
|
54
|
|
Section
8.14
|
54
|
|
Section
8.15
|
54
|
|
Section
8.16
|
59
|
|
|
iv
|
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)
|
CENVEO, INC. | |||
|
By:
|
/s/ Mark S. Hiltwein | |
Name: Mark S. Hiltwein | |||
Title: Chief Financial Officer | |||
NM ACQUISITION CORP. | |||
|
By:
|
/s/ Mark S. Hiltwein | |
Name: Mark S. Hiltwein | |||
Title: Chief Financial Officer | |||
NASHUA CORPORATION | |||
|
By:
|
/s/ Thomas G. Brooker | |
Name: Thomas G. Brooker | |||
Title: President and CEO | |||
CENVEO, INC. | |||
|
By:
|
/s/ Mark S. Hiltwein | |
Name: Mark S. Hiltwein | |||
Title: Chief Financial Officer | |||
|
|
/s/ Andrew B. Albert | |
Name: Andrew B. Albert | |||
Address: | |||
______________________________ | |||
______________________________ | |||
Facsimile: (___) ___-____ |
|
|
/s/ L. Scott Barnard | |
Name: L. Scott Barnard | |||
Address: | |||
______________________________ | |||
______________________________ | |||
Facsimile: (___) ___-____ |
|
|
/s/ Thomas G. Brooker | |
Name: Thomas G. Brooker | |||
Address: | |||
______________________________ | |||
______________________________ | |||
Facsimile: (___) ___-____ |
|
|
/s/ Avrum Gray | |
Name: Avrum Gray | |||
Address: | |||
______________________________ | |||
______________________________ | |||
Facsimile: (___) ___-____ |
|
|
/s/ Michael Leatherman | |
Name: Michael Leatherman | |||
Address: | |||
______________________________ | |||
______________________________ | |||
Facsimile: (___) ___-____ |
|
|
/s/ Todd McKeown | |
Name: Todd McKeown | |||
Address: | |||
______________________________ | |||
______________________________ | |||
Facsimile: (___) ___-____ |
|
|
/s/ John L. Patenaude | |
Name: John L. Patenaude | |||
Address: | |||
______________________________ | |||
______________________________ | |||
Facsimile: (___) ___-____ |
|
|
/s/ Mark Schwarz | |
Name: Mark Schwarz | |||
Address: | |||
______________________________ | |||
______________________________ | |||
Facsimile: (___) ___-____ |
NEWCASTLE PARTNERS, L.P. | |||
|
By:
|
/s/ Mark E. Schwarz | |
Name: Mark E. Schwarz | |||
Title: CEO, Newcastle Capital | |||
Management, L.P., | |||
its General Partner | |||
Address: | |||
200 Crescent Court, Suite 1400 | |||
Dallas, Texas 75201 | |||
Facsimile: (214) 661-7475 |
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 (included on signature page of this Registration
Statement).
|
99.1
|
Consent
of Lincoln International LLC (included as Annex C to the proxy
statement/prospectus contained in this Registration
Statement)
|
99.2
|
Form
of Proxy Card to be used by Nashua.
|
|
(i)
|
To
include any prospectus required by section 10(a)(3) of the Securities
Act.
|
|
(ii)
|
To
reflect in the prospectus any facts or events arising after the effective
date of the registration statement (or the most recent post-effective
amendment thereof) which, individually or in the aggregate, represent a
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.
|
CENVEO,
INC.
|
||||
By:
|
/s/ Mark S. Hiltwein | |||
Name:
|
Mark
S. Hiltwein
|
|||
Title:
|
Chief
Financial Officer
|
Signature
|
Capacity
|
Date
|
/s/ Robert G. Burton, Sr. |
Chairman
of the Board and
Chief
Executive Officer
(Principal
Executive Officer)
|
May 27,
2009
|
Robert
G. Burton, Sr.
|
||
/s/ Mark S. Hiltwein |
Chief
Financial Officer
(Principal
Financial Officer and Principal Accounting Officer)
|
May 27,
2009
|
Mark
S. Hiltwein
|
||
/s/
Gerald
S. Armstrong
|
Director
|
May 27,
2009
|
Gerald
S. Armstrong
|
||
/s/ Leonard
C. Green
|
Director
|
May 27,
2009
|
Leonard
C. Green
|
||
/s/ Mark
J. Griffin
|
Director
|
May 27,
2009
|
Mark
J. Griffin
|
||
/s/ Robert
B. Obernier
|
Director
|
May 27,
2009
|
Robert
B. Obernier
|