8-K

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): August 13, 2009

NASHUA CORPORATION

(Exact name of registrant as specified in its charter)

Massachusetts	1-05492	02-0170100
(State or other jurisdiction of incorporation)	(Commission File Number)	(IRS Employer Identification No.)

11 Trafalgar Square, Suite 201
Nashua, New Hampshire 03063
(Address of principal executive offices and zip code)

(603)880-2323
(Registrant’s telephone number, including area code)

Not Applicable
(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 (see General Instruction A.2. below):

þ     Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o     Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o     Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o     Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

TABLE OF CONTENTS

	Item 2.02 — Results of Operations and Financial Condition
	Item 8.01 — Other Information
	Item 9.01 — Financial Statements and Exhibits
SIGNATURES
EXHIBIT INDEX
Ex-99.1 Press Release dated August 13, 2009

Item 2.02 — Results of Operations and Financial Condition

     On August 13, 2009, Nashua Corporation (the “Company”) announced its financial results for the second quarter ended July 3, 2009. The full text of the press release issued in connection with the announcement is attached as Exhibit 99.1 to this Current Report on Form 8-K and incorporated by reference herein in its entirety.

     The information in this Form 8-K and Exhibit 99.1 attached hereto shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934 (the “Exchange Act”) or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933 or the Exchange Act, except as expressly set forth by specific reference in such a filing.

ADDITIONAL INFORMATION AND WHERE TO FIND IT

     On May 7, 2009 the Company announced that it had entered into an Agreement and Plan of Merger (the “Merger Agreement”) dated as of May 6, 2009 by and between the Company, Cenveo, Inc., a Colorado corporation (“Cenveo”), and NM Acquisition Corp., a Massachusetts corporation and a wholly owned subsidiary of Cenveo (the “Merger Sub”). Pursuant to this agreement, the Merger Sub and the Company will merge (the “Merger”).

     In connection with the proposed Merger, Cenveo filed with the SEC on May 28, 2009 a Registration Statement on Form S-4 that constitutes the Company’s preliminary proxy statement with regard to the Merger and also constitutes a preliminary prospectus of Cenveo. On July 10, 2009 Cenveo filed Amendment No. 1 to the Registration Statement on Form S-4 with the SEC. On July 30, 2009 Cenveo filed Amendment No. 2 to the Registration Statement on Form S-4 with the SEC. On August 7, 2009 the SEC declared the S-4 effective. On or about August 13, 2009 the Company began mailing to its shareholders a final proxy statement with regard to the Merger. The final proxy statement contains important information about the Company, the Merger and related matters. Investors and security holders are urged to read the final proxy statement carefully. A copy of the final proxy statement with respect to the Merger, but not the proxy card, is available for viewing at Nashua’s website, www.nashua.com.

     Investors and security holders may also obtain free copies of the Company’s final proxy statement with respect to the Merger and other documents filed by the Company with the SEC at the SEC’s web site maintained at www.sec.gov.

     In addition, investors and security holders may obtain free copies of the final proxy statement from the Company by contacting the Company’s Corporate Secretary at (603) 880-2323.

     The Company, and its directors and executive officers, may be deemed to be participants in the solicitation of proxies from the Company’s shareholders with respect to the transactions contemplated by the Merger Agreement. Information regarding the Company’s directors and executive officers is contained in the Company’s Annual Report on Form 10-K for the year ended December 31, 2008, its Quarterly Report on Form 10-Q for the quarter ending April 3, 2009 and its proxy statement dated March 31, 2009 for its 2009 Annual Meeting of Shareholders, each of which are filed with the SEC, as well as Nashua’s Current Reports on Forms 8-K filed with the SEC on March 6, 2009, May 7, 2009, July 22, 2009 and July 30, 2009. As of July 27, 2009, Nashua’s directors and executive officers beneficially owned (as calculated in accordance with SEC Rule 13d-3) approximately 1.5 million shares, or 26.8%, of Nashua’s common stock. You can obtain free copies of these documents from Nashua using the contact information set forth above. Additional information regarding interests of such participants is included in the final proxy statement that is filed with the SEC and available free of charge as indicated above.

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CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING STATEMENTS

     Statements in this Current Report on Form 8-K regarding the proposed merger, and any other statements about Nashua’s management’s future expectations, beliefs, goals, plans or prospects constitute forward looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. Statements that are not historical or current facts, including statements about beliefs and expectations are forward-looking statements. These statements often include the words “may,” “could,” “would,” “should,” “believes,” “expects,” “anticipates,” “estimates,” “intends,” “plans,” “targets,” “potentially,” “probably,” “projects,” “outlook,” “objectives,” “strategies,” “goals” or similar expressions. These forward-looking statements cover, among other things, anticipated future plans and prospects of Nashua and words and terms of similar substance used in connection with any discussion of future operating or financial performance, or the acquisition of Nashua by Cenveo.

     Forward-looking statements should not be read as a guarantee of future performance or results, and will not necessarily be accurate indications of the times at which, or by which, such performance or results will be achieved. Forward-looking information is based on information available at the time and/or management’s good faith belief with respect to future events, and is subject to risks and uncertainties that could cause our actual performance or results to differ materially from those expressed or implied in the statements. Important factors that could cause such differences include, but are not limited to: whether the market price of Cenveo common stock will fluctuate; Nashua’s business uncertainties and contractual restrictions while the merger is pending; changes in circumstances between signing the merger agreement and completion of the merger; whether combining the two companies is more difficult, costly or time-consuming than expected; Nashua’s limited ability to pursue alternatives to the merger; whether Cenveo and Nashua choose not to proceed with the merger; whether the merger agreement is terminated and whether the cost savings estimated for the merger are realized.

     Forward-looking statements speak only as of the date on which such statements are made. Nashua undertakes no obligation to update any forward-looking statement to reflect events or circumstances after the date on which such statement is made, or to reflect the occurrence of unanticipated events.

Item 8.01 — Other Information

     The disclosure in Item 2.02 of this Current Report on Form 8-K is incorporated herein by reference.

Item 9.01 — Financial Statements and Exhibits

(d) Exhibits

Exhibit
Number	Description
99.1	Press Release — “Nashua Reports Second Quarter 2009 Results” dated August 13, 2009.

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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.

	NASHUA CORPORATION
Date: August 14, 2009	By	/s/ John L. Patenaude
		John L. Patenaude
		Vice President-Finance, Chief Financial Officer and Treasurer

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EXHIBIT INDEX

Exhibit No.	Description
99.1	Press Release — “Nashua Reports Second Quarter 2009 Results” dated August 13, 2009.

EX-99.1

Exhibit 99.1

Contact:	Tom Brooker/John Patenaude	Rich Coyle
	Nashua Corporation	Sard Verbinnen & Co
	847-318-1797/603-880-2145	212-687-8080

NASHUA REPORTS SECOND QUARTER 2009 RESULTS

     NASHUA, N.H., August 13, 2009 — Nashua Corporation (NASDAQ: NSHA), a manufacturer and marketer of labels, thermal specialty papers and imaging products, today announced financial results for the second quarter ended July 3, 2009.

Net sales for the second quarter of 2009 were $61.2 million, compared to $67.0 million for the second quarter of 2008. Gross margin for the second quarter of 2009 was $8.9 million, or 14.5%, compared to $11.3 million, or 16.9%, for the second quarter of 2008. Loss before income taxes was $0.3 million in the second quarter of 2009 compared to income before income taxes of $0.5 million in the second quarter of 2008. Net loss was $0.3 million in the second quarter of 2009, or $0.06 per share, compared to net income of $0.3 million, or $0.06 per share, in the second quarter of 2008. Earnings before interest, taxes, depreciation and amortization and special charges (adjusted EBITDA) were $1.9 million for the second quarter of 2009 compared to $1.4 million for the second quarter of 2008. The results for the second quarter of 2008 include severance expense of $0.6 million related to a reduction in workforce and $0.2 million of environmental-related expense. The results for the second quarter of 2009 include special charges of $1.2 million related to the proposed merger of the company with Cenveo, Inc., severance expense of $0.2 million related to workforce reductions, and environmental expenses of $0.1 million.

Net sales for the six months ended July 3, 2009 were $123.7 million, compared to $130.9 million for the first six months of 2008. Gross margin for the first six months of 2009 was $17.8 million, or 14.4%, compared to $21.2 million, or 16.2%, for the first six months of 2008. Loss before income taxes for the first six months of 2009 was $0.6 million compared to a loss before income taxes of $0.1 million in the first six months of 2008. Net loss was $0.6 million for the first six months of 2009, or $0.12 per share, compared to net loss of $0.1 million, or $0.01 per share, for the first six months of 2008. Adjusted EBITDA was $2.9 million for the first six months of 2009 compared to $2.4 million for the first six months of 2008.

Business Segment Highlights

Nashua’s Label Products segment, which prints and converts product for the grocery, food service, retail, transportation, entertainment and general industrial markets, reported net sales for the second quarter of 2009 of $27.6 million and gross margin of $2.9 million, or 10.4%. Net sales for the second quarter of 2008 were $25.1 million and gross margin was $4.0 million, or 15.8%.

Label Products segment sales increase 9.8 percent mainly due to increased sales in automatic identification and pharmacy product lines. Gross margins were lower due to an inventory adjustment and competitive pricing pressures in the marketplace.

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Nashua’s Specialty Paper Products segment, which includes the paper coating and converting businesses, produces a wide range of applications for labeling, packaging, ticketing and point of sale transactions, thermal, dry gum and heat-seal products for use in the transportation, retail, gaming, shipping and delivery, entertainment, medical and distribution industries. The Specialty Paper Products segment reported net sales for the second quarter of 2009 of $34.6 million and gross margin of $5.8 million, or 16.7%. Net sales for the second quarter of 2008 were $42.6 million and gross margin was $7.2 million, or 16.8%.

Sales in the Specialty Paper Products segment decreased approximately 19 percent. The decline was mainly attributable to lower sales in the wide format product line as a result of softness in the construction industry; decline in the thermal point of sale product line due to softness in retail sectors; and decline in the thermal facesheet product line due to softness in the overall label market. Gross margins declined as a result of the lower volumes and severance cost.

Thomas Brooker, President and Chief Executive Officer, stated, “Given the status of the economy and the markets we serve, the company has performed well.”

On May 6, 2009, the company entered into an Agreement and Plan of Merger with Cenveo, Inc. and NM Acquisition Corp., a wholly owned subsidiary of Cenveo. Consummation of the merger is subject to the approval of the Merger Agreement by our shareholders at a special shareholder meeting to be held at the company’s Park Ridge, Illinois office on September 15, 2009.

Use of Non-GAAP Measures

Adjusted EBITDA is presented as supplemental information that the management of Nashua believes may be useful to some investors in evaluating the Company because it is widely used as a measure of evaluating a company’s operating performance, as well as to evaluate its operating cash flow. Adjusted EBITDA is used by management in the computation of ratios utilized for financing purposes and for planning and forecasting in future periods. Adjusted EBITDA is calculated by adding net interest expense, income tax expense, depreciation and amortization back into net income. Adjusted EBITDA should not be considered a substitute either for net income, as an indicator of Nashua’s operating performance, or for cash flow, as a measure of Nashua’s liquidity. In addition, because all companies may not calculate Adjusted EBITDA in exactly the same manner, the presentation here may not be comparable to other similarly titled measures of other companies.

About Nashua

Nashua Corporation manufactures and markets a wide variety of specialty imaging products and services to industrial and commercial customers to meet various print application needs. The Company’s products include thermal coated papers, pressure-sensitive labels, colored copier papers, bond, point of sale, ATM and wide format papers, entertainment tickets, as well as ribbons for use in imaging devices. Additional information about Nashua Corporation can be found at www.nashua.com.

Forward-looking Statements

This press release contains forward-looking statements as that term is defined in the Private Securities Litigation Reform Act of 1995. When used in this press release, the words “plan,” “should,” “will,” “expects,” “anticipates” and similar expressions are intended to identify such forward-looking statements. Such forward-looking statements are subject to risks and uncertainties, which could cause actual results to differ materially from those anticipated. Such risks and uncertainties include, but are not limited to, the

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Company’s future capital needs and resources, fluctuations in customer demand, intensity of competition from other vendors, timing and acceptance of new product introductions, delays or difficulties in programs designed to increase sales and profitability, general economic and industry conditions, and other risks set forth in the Company’s filings with the Securities and Exchange Commission, and the information set forth herein should be read in light of such risks. In addition, any forward-looking statements represent the Company’s estimates only as of the date of this press release and should not be relied upon as representing the Company’s estimates as of any subsequent date. While the Company may elect to update forward-looking statements at some point in the future, the Company specifically disclaims any obligation to do so, even if its estimates change.

Second Quarter 2009 Earnings Results

NASHUA CORPORATION SUMMARY RESULTS OF OPERATIONS

Periods ended July 3 and June 27, respectively	Three Months						Six Months
Dollars in thousands, except per share amounts (Unaudited)	2009			2008			2009			2008
Net sales	$	61,196		$	67,003		$	123,674		$	130,929
Cost of products sold		52,334			55,676			105,922			109,744
Gross margin	$	8,862		$	11,327		$	17,752		$	21,185
Gross margin %		14.5	%		16.9	%		14.4	%		16.2	%
Selling and distribution expenses		4,957			6,823			10,348			13,075
Administrative expenses		3,168			4,093			6,763			7,854
Research and development expenses		144			178			291			364
Special charges (1)		1,235			—			1,235			—
Loss from equity investment		14			92			12			129
Interest expense		23			128			188			291
Interest income		—			(24	)		(1	)		(72	)
Change in fair value of interest rate swap		22			(241	)		143			119
Other income (2)		(370	)		(223	)		(579	)		(487	)
Income (loss) from continuing operations before income taxes		(331	)		501			(648	)		(88	)
Income tax provision		—			201			—			(35	)
Net income (loss)	$	(331	)	$	300		$	(648	)	$	(53	)
Earnings per share:
Net income (loss) per common share	$	(0.06	)	$	0.06		$	(0.12	)	$	(0.01	)
Average common shares		5,317			5,412			5,316			5,404
Net income (loss) per common share assuming dilution	$	(0.06	)	$	0.06		$	(0.12	)	$	(0.01	)
Average common and potential common shares		5,317			5,518			5,316			5,404

(1)	Special charges for the three and six monhts ended July 3, 2009 represents expenses related to the proposed merger with Cenveo.
(2)	Other income for the three and six months ended July 3, 2009 and June 27, 2008 represents royalty income related to the 2006 sale of toner formulations and recognition of the deferred gain on the 2006 sale of New Hampshire real estate.

Second Quarter 2009 Earnings Results

NASHUA CORPORATION CONDENSED CONSOLIDATED BALANCE SHEETS

	(Unaudited)
	July 3,			December 31
Dollars in thousands	2009			2008
Assets
Cash and cash equivalents	$	—		$	1,592
Accounts receivable		25,586			27,469
Inventories		20,075			21,785
Other current assets		7,050			5,599
Total current assets		52,711			56,445
Plant and equipment, net		18,628			20,154
Goodwill, net of amortization		17,374			17,374
Intangibles, net of amortization		236			260
Other assets		4,512			5,970
Total assets	$	93,461		$	100,203
Liabilities and Shareholders’ Equity
Accounts payable	$	14,906		$	11,968
Accrued expenses		7,755			8,900
Current maturities of long-term debt		3,000			8,125
Current maturities of notes payable		5			18
Total current liabilities		25,666			29,011
Long-term debt		—			2,800
Other long-term liabilities		46,527			46,879
Total long-term liabilities		46,527			49,679
Common stock and additional capital		21,087			20,684
Retained earnings		39,057			39,705
Accumulated other comprehensive loss:
Minimum pension liability adjustment(a)		(38,876	)		(38,876	)
Total shareholders’ equity		21,268			21,513
Total liabilities and shareholders’ equity	$	93,461		$	100,203

^(a) Our minimum pension liability adjustment represents an increase in our minimum pension liability.

Second Quarter 2009 Earnings Results

NASHUA CORPORATION
RECONCILIATION OF ADJUSTED NET INCOME FROM CONTINUING OPERATIONS TO EARNINGS BEFORE
INTEREST, TAXES, DEPRECIATION, AMORTIZATION AND SPECIAL CHARGES

Periods ended July 3 and June 27, respectively	Three Months						Six Months
In thousands (Unaudited)	2009			2008			2009			2008
Net income (loss) from continuing operations	$	(331	)	$	300		$	(648	)	$	(53	)
Add back:
Interest expense		23			128			188			291
Interest income		—			(24	)		(1	)		(72	)
Change in fair value of interest rate swap		22			(241	)		143			119
Special charges		1,235			—			1,235			—
Income tax provision		—			201			—			(35	)
Depreciation and amortization		992			1,052			1,977			2,103
Earnings from continuing operations before interest, taxes, depreciation, amortization and special charges	$	1,941		$	1,416		$	2,894		$	2,353

Second Quarter 2009 Earnings Results

NASHUA CORPORATION SELECTED FINANCIAL DATA

Periods ended July 3 and June 27, respectively	Three Months						Six Months
Dollars in thousands (Unaudited)	2009			2008			2009			2008
NET SALES
Label Products	$	27,615		$	25,144		$	54,802		$	51,170
Specialty Paper Products		34,623			42,646			70,375			81,234
All Other		890			920			2,484			2,013
Reconciling Items:
Eliminations		(1,932	)		(1,707	)		(3,987	)		(3,488	)
Net sales	$	61,196		$	67,003		$	123,674		$	130,929
GROSS MARGIN
Label Products	$	2,881		$	3,980		$	5,764		$	7,785
Specialty Paper Products		5,766			7,174			11,166			13,067
All Other		258			188			865			354
Reconciling Items:
Eliminations		(43	)		(15	)		(43	)		(21	)
Total gross margin from continuing operations	$	8,862		$	11,327		$	17,752		$	21,185
DEPRECIATION AND AMORTIZATION
Label Products	$	402		$	457		$	798		$	924
Specialty Paper Products		489			501			983			1,003
Reconciling Item:
Corporate		101			94			196			176
Total depreciation and amortization	$	992		$	1,052		$	1,977		$	2,103
INVESTMENT IN PLANT AND EQUIPMENT
Label Products	$	121		$	52		$	228		$	155
Specialty Paper Products		64			34			196			171
Reconciling Item:
Corporate		3			45			3			330
Total investment in plant and equipment	$	188		$	131		$	427		$	656
PENSION AND POSTRETIREMENT EXPENSE
Label Products	$	70		$	67		$	141		$	134
Specialty Paper Products		50			48			100			96
Reconciling Item:
Corporate		403			169			806			337
Total pension and postretirement expense	$	523		$	284		$	1,047		$	567