UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 or 15 (D)
OF THE SECURITIES EXCHANGE ACT OF 1934
Date of report (Date of earliest event reported): September 30, 2013 (September 27, 2013)
Ennis, Inc.
(Exact Name of Registrant as Specified in Its Charter)
Texas | 1-5807 | 75-0256410 | ||
(State or Other Jurisdiction of Incorporation) |
(Commission File Number) |
(IRS Employer Identification No.) |
2441 Presidential Pkwy. Midlothian, Texas | 76065 | |
(Address of Principal Executive Offices) | (Zip Code) |
Registrants Telephone Number, Including Area Code: (972) 775-9801
N/A
(Former Name or Former Address, if Changed Since Last Report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
¨ | Written communications pursuant to Rule 425 under the Securities act (17 CFR 230.425) |
¨ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
¨ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
¨ | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c) |
Item 1.01 | Entering into a Material Definitive Agreement |
On September 27, 2013, Ennis, Inc. (the Company), CRABAR/GBF, Inc. (Purchaser), a Delaware corporation and wholly owned subsidiary of the Company, and Cenveo Corporation (Cenveo) entered into an Asset Purchase Agreement pursuant to which, on the same date, Purchaser acquired the assets of the Custom Envelope Division (CED), part of the Custom Resale Group, of Cenveo for $47.25 million in cash plus the assumption of certain trade payables. The CED assets are comprised of the WISCO envelope brand, which is produced at a now owned facility in Tullahoma, TN and the National Imprint Corporation brand, which is produced in a leased facility in Claysburg, PA.
Item 9.01 | Financial Statements and Exhibits. |
(d) Exhibits.
Exhibit No. |
Description | |
99.1 | Ennis, Inc. press release dated September 30, 2013 announcing that it closed on September 27, 2013 the agreement to acquire the assets of the Custom Envelope Division from Cenveo Corporation. |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
Ennis, Inc. | ||
By: | /s/ Richard L. Travis, Jr. | |
Richard L. Travis, Jr. | ||
Chief Financial Officer |
Date: September 30, 2013
EXHIBIT INDEX
Exhibit No. |
Description | |
99.1 | Ennis, Inc. press release dated September 30, 2013 announcing that it closed on September 27, 2013 the agreement to acquire the assets of the Custom Envelope Division from Cenveo Corporation. |
Exhibit 99.1
FOR IMMEDIATE RELEASE
ENNIS CLOSES ON CUSTOM ENVELOPE GROUP
FROM CENVEO
Midlothian, September 30, 2013 Ennis, Inc. (the Company), (NYSE: EBF), today announced that it closed on September 27, 2013 the agreement to acquire the assets of the Custom Envelope Group from Cenveo Corporation (NYSE:CVO). The Custom Envelope Group was comprised of the Wisco brand of envelopes, produced in Tullahoma, Tennessee, and the National Imprint Company (NIC) operating out of Claysburg, Pennsylvania.
The business generated approximately $40 million a year in sales during the most recent calendar year and will continue to operate under the Wisco and NIC name brands at their respective locations.
Keith Walters, Chairman, Chief Executive Officer and President of Ennis, Inc., commented by stating, We continue to look for products and locations which make sense for our trade customers. The expansion of our envelope production and imprinting into the eastern United States gives us broader geographic reach to serve our customer base with this product.
About Ennis
Ennis, Inc. (www.ennis.com) is primarily engaged in the production and sale of business forms, apparel and other business products. The Company is one of the largest private-label printed business product suppliers in the United States. Headquartered in Midlothian, Texas, the Company has production and distribution facilities strategically located throughout the United States of America, Mexico and Canada, to serve the Companys national network of distributors. The Company, together with its subsidiaries, operates in two business segments: print and apparel. The print segment manufactures and sells business forms, other printed business products, printed and electronic media, presentation products, flex-o-graphic printing, advertising specialties and Post-it® Notes, internal bank forms, plastic cards, secure and negotiable documents, envelopes and other custom products. The apparel segment manufactures T-Shirts and distributes T-Shirts and other active-wear apparel through nine distribution centers located throughout North America.
Safe Harbor under The Private Securities Litigation Reform Act of 1995
Certain statements contained in this press release that are not historical facts are forward-looking statements that involve a number of known and unknown risks, uncertainties and other factors that could cause the actual results, performance or achievements of the Company to be materially different from any future results, performance or achievement expressed or implied by such forward-looking statements. The words anticipate, preliminary, expect, believe, intend and similar expressions identify forward-looking statements. The Private Securities Litigation Reform Act of 1995 provides a safe harbor for such forward-looking statements. In order to comply with the terms of the safe harbor, the Company notes that a variety
of factors could cause actual results and experience to differ materially from the anticipated results or other expectations expressed in such forward-looking statements. These statements are subject to numerous uncertainties, which include, but are not limited to, the Companys ability to effectively manage its business functions while growing its business in a rapidly changing environment, the Companys ability to adapt and expand its services in such an environment, the variability in the prices of paper and other raw materials. Other important information regarding factors that may affect the Companys future performance is included in the public reports that the Company files with the Securities and Exchange Commission, including but not limited to, its Annual Report on Form 10-K for the fiscal year ending February 28, 2013. The Company does not undertake, and hereby disclaims, any duty or obligation to update or otherwise revise any forward-looking statements to reflect events or circumstances occurring after the date of this release, or to reflect the occurrence of unanticipated events, although its situation and circumstances may change in the future. You are cautioned not to place undue reliance on these forward-looking statements, which speak only as of the date hereof. The inclusion of any statement in this release does not constitute an admission by the Company or any other person that the events or circumstances described in such statement are material.
For Further Information Contact:
Mr. Keith S. Walters, Chairman, Chief Executive Officer and President
Mr. Richard L. Travis, Jr., CFO, Treasurer and Principal Financial and Accounting Officer
Mr. Michael D. Magill, Executive Vice President and Secretary
Ennis, Inc.
2441 Presidential Parkway
Midlothian, Texas 76065
Phone: (972) 775-9801
Fax: (972) 775-9820
www.ennis.com