-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, SjST8yKozvqtphQB/vA68DUnNcIjIWKizuAfzW4UXowtwYA3FiYoXcXFdoejEwD/ FOKBQAT4lRgQ7qmdzxp8Mw== 0000932334-09-000057.txt : 20090917 0000932334-09-000057.hdr.sgml : 20090917 20090917174457 ACCESSION NUMBER: 0000932334-09-000057 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20090915 FILED AS OF DATE: 20090917 DATE AS OF CHANGE: 20090917 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: NASHUA CORP CENTRAL INDEX KEY: 0000069680 STANDARD INDUSTRIAL CLASSIFICATION: CONVERTED PAPER & PAPERBOARD PRODS (NO CONTAINERS/BOXES) [2670] IRS NUMBER: 020170100 STATE OF INCORPORATION: MA FISCAL YEAR END: 1231 BUSINESS ADDRESS: STREET 1: SECOND FL STREET 2: 11 TRAFALGAR SQ CITY: NASHUA STATE: NH ZIP: 03063 BUSINESS PHONE: 6038802323 MAIL ADDRESS: STREET 1: SECOND FL STREET 2: 11 TRAFALGAR SQ CITY: NASHUA STATE: NH ZIP: 03063 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: NEWCASTLE PARTNERS L P CENTRAL INDEX KEY: 0000932334 STATE OF INCORPORATION: TX FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-05492 FILM NUMBER: 091075213 BUSINESS ADDRESS: STREET 1: 200 CRESCENT COURT STREET 2: STE 1400 CITY: DALLAS STATE: TX ZIP: 75201 BUSINESS PHONE: 214-661-7474 MAIL ADDRESS: STREET 1: 200 CRESCENT COURT STREET 2: STE 1400 CITY: DALLAS STATE: TX ZIP: 75201 4 1 edgar.xml PRIMARY DOCUMENT X0303 4 2009-09-15 1 0000069680 NASHUA CORP NSHA 0000932334 NEWCASTLE PARTNERS L P 200 CRESCENT COURT, SUITE 1400 DALLAS TX 75201 1 0 1 0 Common Stock 2009-09-15 4 D 0 803239 7237544.29 D 0 D Common Stock 2009-09-15 4 D 0 8095 72939.30 D 0 D Stock Option (right to buy) 5.85 2009-09-15 4 D 0 5000 D 2011-05-08 Common Stock 5000 0 D Stock Option (right to buy) 6.70 2009-09-15 4 D 0 2700 D 2012-05-01 Common Stock 2700 0 D Newcastle Capital Management, L.P. ("NCM") is the general partner of Newcastle Partners, L.P. ("NP"). Newcastle Capital Group, L.L.C. ("NCG") is the general partner of NCM and Mark E. Schwarz ("Schwarz") is the managing member of NCG. Accordingly, each of NCM, NCG and Mr. Schwarz may be deemed to beneficially own the shares directly owned by NP. Mr. Schwarz is also a director of the issuer. Includes 798,437 shares of common stock of the Issuer owned by NP and 4,802 shares of common stock of the Issuer owned by Mr. Schwarz. Disposed of pursuant to an Agreement and Plan of Merger between issuer, NM Acquisition Corp. and Cenveo, Inc. ("Cenveo") dated as of May 6, 2009 (the "Merger Agreement") in exchange for $602,430.88 in cash and 1,016,097 shares of Cenveo common stock having a market value of $6.53 per share at the Effective Time of the merger (as such term is defined in the Merger Agreement). Price shown in column 4 is the aggregate value of cash and stock received. Represents restricted stock units owned directly by Mr. Schwarz and granted under the 2008 Directors' Plan, which were fully vested at the Effective Time and were settled and disposed of pursuant to the Merger Agreement in exchange for $6,072.10 in cash and 10,240 shares of Cenveo common stock having a market value of $6.53 per share at the Effective Time. Price shown in column 4 is the aggregate value of cash and stock received. Pursuant to the Merger Agreement, this option, which is owned directly by Mr. Schwarz and is fully vested, was assumed by Cenveo subject to the terms and conditions of the option agreement governing such option in effect immediately prior to the Effective Time, except that such option shall be replaced with an option to purchase 6,325 shares of Cenveo common stock for $4.04 per share. Pursuant to the Merger Agreement, this option, which is owned directly by Mr. Schwarz and is fully vested, was assumed by Cenveo subject to the terms and conditions of the option agreement governing such option in effect immediately prior to the Effective Time, except that such option shall be replaced with an option to purchase 3,415 shares of Cenveo common stock for $4.71 per share. Newcastle Partners, L.P., By: Newcastle Capital Management, L.P., its general partner, By: Newcastle Capital Group, L.L.C., its general partner, By: /s/ Mark E. Schwarz, its managing member 2009-09-17 Newcastle Capital Management, L.P., its general partner, By: Newcastle Capital Group, L.L.C., its general partner, By: /s/ Mark E. Schwarz, its managing member 2009-09-17 Newcastle Capital Group, L.L.C., its general partner, By: /s/ Mark E. Schwarz, its managing member 2009-09-17 /s/ Mark E. Schwarz, its managing member 2009-09-17 -----END PRIVACY-ENHANCED MESSAGE-----