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UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
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SCHEDULE
13D
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Under
the Securities Exchange Act of 1934
(Amendment
No. __)
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Nashua
Corporation
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(Name
of Issuer)
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Common
Stock
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(Title
of Class of Securities)
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631226107
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(CUSIP
Number)
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May
6, 2009
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(Date
of Event Which Requires Filing of this Statement)
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Cenveo,
Inc.
One
Canterbury Green
201
Broad Street
Stamford,
CT 06901
Telephone:
(203) 302-3700
Attn:
Robert G. Burton, Jr.
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with
a copy to:
Hughes
Hubbard & Reed LLP
One
Battery Park Plaza
New
York, NY 10004
Telephone: (212)
837-6000
Attn: Kenneth
A. Lefkowitz
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(Name,
Address and Telephone Number of Person Authorized to Receive Notices and
Communications)
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If the
filing person has previously filed a statement on Schedule 13G to report
the acquisition that is the subject of this Schedule 13D, and is filing
this schedule because of §§ 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check
the following box
o
.
SCHEDULE
13D
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CUSIP
No. 631226107
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Page
2 of 7
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1
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NAME
OF REPORTING PERSONS
Cenveo,
Inc.
S.S.
or I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS
84-1250533
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2
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CHECK
THE APPROPRIATE BOX IF A MEMBER OF A
GROUP*
(a)
o
(b)
o
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3
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SEC
USE ONLY
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4
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SOURCE
OF FUNDS
Not
Applicable
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5
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CHECK
BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d)
OR 2(e)
o
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6
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CITIZENSHIP
OR PLACE OF ORGANIZATION
Colorado
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NUMBER
OF
SHARES
BENEFICIALLY
OWNED
BY
EACH
REPORTING
PERSON
WITH
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7
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SOLE
VOTING POWER
0
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8
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SHARED
VOTING POWER
1,251,076
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9
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SOLE
DISPOSITIVE POWER
0
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10
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SHARED
DISPOSITIVE POWER
0
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11
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AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,251,076
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12
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CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES*
o
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13
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PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
22.3%
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14
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TYPE
OF REPORTING PERSON*
CO
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SCHEDULE
13D
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CUSIP
No. 631226107
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Page
3 of 7
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Item
1. Security and Issuer
The class
of equity security to which this statement relates is the common stock, par
value $1.00 per share (“Nashua Common Stock”), of Nashua Corporation, a
Massachusetts corporation (“Nashua”). The name and address of the
principal executive offices of the Issuer are:
Nashua
Corporation
11
Trafalgar Square, Suite 201
Nashua,
NH 03063
Item
2. Identity and Background
The name
of the person filing this statement is Cenveo, Inc., a Colorado corporation
(“Cenveo”).
The
address of the principal business and the principal office of Cenveo is One
Canterbury Green, 201 Broad Street, Stamford, Connecticut 06901. The
name, business address, present principal occupation or employment and
citizenship of each director and executive officer of Cenveo is set forth on
Schedule A.
Cenveo is
a diversified printing company. Its portfolio of products includes
envelope, form, and label manufacturing, commercial printing and packaging and
publisher offerings. It operates a global network of 76 printing and
manufacturing, content management and distribution facilities.
During
the past five years, neither Cenveo nor, to the best of Cenveo’s knowledge, any
of the persons listed on Schedule A attached hereto, has been convicted in a
criminal proceeding (excluding traffic violations or similar misdemeanors), or
has been a party to a civil proceeding of a judicial or administrative body of
competent jurisdiction and as a result of such proceeding was or is subject to a
judgment, decree or final order enjoining future violations of, or prohibiting
or mandating activities subject to, federal or state securities laws or finding
any violation with respect to such laws.
Item
3. Source and Amount of Funds or Other Consideration.
Cenveo
has entered into the Voting Agreement and Irrevocable Proxy (the “Voting
Agreement”) described in response to Item 4. Cenveo has not expended
any funds in connection with the Voting Agreement.
Item
4. Purpose of the Transaction
On May 7,
2009, Cenveo, Inc. (“Cenveo”) announced that it had entered into an Agreement
and Plan of Merger dated as of May 6, 2009 (the “Merger Agreement”) among
Cenveo, NM Acquisition Corp., a wholly-owned subsidiary of Cenveo (“Merger
Sub”), and Nashua. The Merger Agreement is attached hereto
as
Exhibit 2.1 and made a part
hereof. The Merger Agreement provides, among other things, for the merger of
Merger Sub and Nashua (the “Merger”). All of the issued and outstanding shares
of Nashua Common Stock (other than shares owned by Cenveo or Merger Sub) will be
converted into the right to receive (x) an amount in cash equal to $0.75 per
share, without interest and (y) a number of shares of Cenveo’s common stock, par
value $0.01 per share (“Cenveo Common Stock”), equal to the “exchange ratio” (as
defined below)
.
The Merger is
subject to certain conditions, including approval of the Merger Agreement by the
shareholders of Nashua. The “exchange ratio” means
$6.13 per share divided by
the
SCHEDULE
13D
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CUSIP
No. 631226107
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Page 4
of 7
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“parent stock measurement price” (as
defined in the Merger Agreement),
provided
, that in the event the parent stock
measurement price is less than or equal to $3.750, the exchange ratio equals
1.635 and in the event the parent stock measurement price is equal to or more
than $5.250, the exchange ratio is equal to 1.168.
Upon
consummation of the Merger, Cenveo will beneficially own all of the outstanding
shares of common stock of the entity, either Nashua or Merger Sub, that survives
the Merger.
In
connection with the Merger, Thomas G. Brooker, the President and Chief Executive
Officer of Nashua, John Patenaude, the Vice President-Finance, Chief Financial
Officer and Treasurer of Nashua, Todd McKeown, the Vice President of Sales and
Marketing of Nashua, Andrew B. Albert, a director of Nashua, L. Scott Barnard, a
director of Nashua, Avrum Gray, a director of Nashua, Michael T. Leatherman, a
director of Nashua, Mark Schwarz, a director of Nashua, and Newcastle Partners,
L.P. (each, a “Shareholder”), entered into a Voting Agreement with Cenveo dated
as of May 6, 2009. The Voting Agreement is attached hereto as Exhibit
99.1 and made a part hereof.
Pursuant
to the Voting Agreement, during the period beginning on May 6, 2009 and ending
on the earlier of (i) the effective time of the Merger (as defined in the Merger
Agreement) and (ii) the termination of the Merger Agreement, each Shareholder
has agreed, among other things, to vote his or its shares of Nashua Common Stock
in favor of approval of the Merger Agreement.
During
the term of the Voting Agreement, each Shareholder has also agreed that he or it
will not, subject to certain exceptions, (i) solicit, initiate or knowingly take
any action designed to facilitate the submission of any Acquisition Proposal (as
defined in the Merger Agreement), (ii) participate in negotiations or
discussions with, or furnish or disclose any information to, any Person (as
defined in the Merger Agreement) other than Cenveo or any of its Representatives
(as defined in the Merger Agreement) in connection with an Acquisition Proposal
or (iii) publicly announce that he or it is considering approving or
recommending any Acquisition Proposal;
provided
,
however
, that, prior
to 11:59 p.m. New York City time on June 4, 2009, a Shareholder that is an
entity may, at the request of the Board of Directors of Nashua, take any action
that Nashua is permitted to take pursuant to Section 5.6(a) of the Merger
Agreement if and for so long as the Acquisition Proposal Obligations (as defined
in the Merger Agreement) are satisfied. Each Shareholder further
agreed that he or it will not nor cause, suffer or permit any of his or its
Affiliates to enter into any short sales, or certain similar transactions of
Cenveo Common Stock (as set forth in the Voting Agreement).
Item
5. Interest in Securities of the Issuer
(a) Cenveo,
pursuant to the Voting Agreement, has acquired the right to vote in favor of
approval of the Merger Agreement (as described in Item 4), and, for the purpose
of Rule 13d-3 promulgated under the Exchange Act, may be deemed to beneficially
own 1,251,076 shares of Nashua Common Stock (including 78,716 shares as to which
Avrum Gray disclaims beneficial ownership), representing approximately 22.3% of
the outstanding shares of Nashua Common Stock. Cenveo disclaims
beneficial ownership of all of the foregoing shares.
The
Shareholders also own options to purchase and restricted share units convertible
into an aggregate of 135,875 shares Nashua Common Stock. Cenveo
disclaims beneficial ownership of all of the foregoing shares.
SCHEDULE
13D
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CUSIP
No. 631226107
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Page 5
of 7
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All
percentages in this Schedule 13D are based on 5,599,642 shares of Nashua Common
Stock outstanding, as reported in Nashua’s annual report on Form 10-K for the
year ended December 31, 2008 (as filed with the SEC on March 31,
2009).
(b) Cenveo
has shared power to vote 1,251,076 shares of Nashua Common Stock pursuant to the
Voting Agreement described in Item 4.
(c) Inapplicable.
(d) Inapplicable.
(e) Inapplicable.
Item
6. Contracts, Arrangements, Understandings or Relationships with Respect
to Securities of the Issuer
See
response to Item 4.
A copy of
the Merger Agreement is attached hereto as Exhibit 2.1 and is incorporated
herein by reference.
Except
for the agreements described above, to the best knowledge of Cenveo, there are
no contracts, arrangements, understandings or relationships (legal or
otherwise), including, but not limited to, transfer or voting of any of the
securities, finder’s fees, joint ventures, loan or option arrangements, puts or
calls, guarantees of profits, division of profits or loss, or the giving or
withholding of proxies, between the persons enumerated in Item 2, and any other
person, with respect to any securities of Nashua, including any securities
pledged or otherwise subject to a contingency the occurrence of which would give
another person voting power or investment power over such securities other than
standard default and similar provisions contained in loan
agreements.
Item
7. Material to be Filed as Exhibits
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Exhibit
2.1
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Agreement
and Plan of Merger dated as of May 6, 2009 among Cenveo, Inc., NM
Acquisition Corp. and Nashua Corporation (filed as Exhibit 2.1 to the
Current Report on Form 8-K dated (date of earliest event reported) May 6,
2009, as filed with the SEC on May 7, 2009, and incorporated by reference
herein).
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Exhibit
99.1
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Voting
Agreement dated as of May 6, 2009 among Cenveo, Inc., Thomas G. Brooker,
John Patenaude, Todd McKeown, Andrew B. Albert, L. Scott Barnard, Avrum
Gray, Michael T. Leatherman, Mark Schwarz, and Newcastle Partners, L.P.
(filed as Exhibit 99.1 to the Current Report on Form 8-K dated (date of
earliest event reported) May 6, 2009, as filed with the SEC on May 7,
2009, and incorporated by reference
herein).
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SCHEDULE
13D
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CUSIP
No. 631226107
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Page
6 of 7
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SIGNATURES
After
reasonable inquiry and to the best of our knowledge and belief, I certify that
the information set forth in this statement is true, complete and
correct.
Dated: May
13, 2009
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CENVEO,
INC.
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By:
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/s/
Mark S. Hiltwein
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Name: Mark
S. Hiltwein
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Its:
Chief Financial Officer
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SCHEDULE
13D
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CUSIP
No. 631226107
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Page
7 of 7
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SCHEDULE
A
DIRECTORS
AND EXECUTIVE OFFICERS OF CENVEO, INC.
The name,
business address, title, present principal occupation or employment of each of
the directors and executive officers of Cenveo, Inc. (“Cenveo”) are set forth
below. If no business address is given, the director’s or officer’s business
address is Cenveo’s. Unless otherwise indicated, each occupation set forth
opposite an individual’s name refers to Cenveo. Unless otherwise indicated
below, all of the persons listed below are citizens of the United States of
America.
Directors
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Name
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Present
Principal Occupation Including Name and Address
of
Employer
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Robert
G. Burton, Sr.
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Chairman
and Chief Executive Officer
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Gerald
S. Armstrong
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Executive
Vice President
EarthWater
Global, LLC
73
Spring Street, Suite 302
New
York, NY 10012
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Leonard
C. Green
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President,
The Green Group
900
Route 9
Woodbridge,
NJ 07733
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Mark
J. Griffin
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Headmaster,
Eagle Hill School
45
Glenville Road
Greenwich,
CT 06831
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Robert
Obernier
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Chairman
and Chief Executive Officer,
Horizon
Paper Co., Inc.
1010
Washington Blvd.
Stamford,
CT
06901
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Executive Officers Who Are
Not Directors
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Name
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Present
Principal Occupation Including Name and Address of
Employer
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Mark
S. Hiltwein
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Chief
Financial Officer
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Dean
E. Cherry
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Group
President, Envelope, Commercial Print & Packaging
Group
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Timothy
Davis
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Senior
Vice President, General Counsel & Secretary
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Harry
Vinson
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President
– Cadmus Publisher Services
Group
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