-----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, G8kSRHrzVAMKDISom10l1Q/fI4lSFuB5t+EpJ5XpR7pYPoWi898xsmji8Rb6GBMT TbzKu/Aju2i2EsLqB48p2A== 0000950135-00-002472.txt : 20000503 0000950135-00-002472.hdr.sgml : 20000503 ACCESSION NUMBER: 0000950135-00-002472 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20000417 ITEM INFORMATION: ITEM INFORMATION: FILED AS OF DATE: 20000502 FILER: 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: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: SEC FILE NUMBER: 001-05492 FILM NUMBER: 617285 BUSINESS ADDRESS: STREET 1: 44 FRANKLIN ST STREET 2: PO BOX 2002 CITY: NASHUA STATE: NH ZIP: 03061-2002 BUSINESS PHONE: 6038802323 MAIL ADDRESS: STREET 1: 44 FRANKLIN STREET STREET 2: P O BOX 2002 CITY: NASHUA STATE: NH ZIP: 03061-2002 8-K 1 NASHUA CORPORATION 1 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 APRIL 17, 2000 Date of Report (Date of Earliest Event Reported) NASHUA CORPORATION (Exact Name of Registrant as Specified in its Charter) DELAWARE (State or Other Jurisdiction of Incorporation) 1-5492-1 02-0170100 (Commission File Number) (I.R.S. Employer Identification No.) 44 FRANKLIN STREET NASHUA, NEW HAMPSHIRE 03064 (Address of Principal Executive Offices) (603)880-2323 (Registrant's Telephone Number, Including Area Code) NOT APPLICABLE (Former Name or Former Address, if Changed Since Last Report) 2 - 2 - INFORMATION TO BE INCLUDED IN THE REPORT ITEM 2 - ACQUISITION OR DISPOSITION OF ASSETS On April 17, 2000, Nashua Corporation, a Delaware corporation (the "Company"), completed its previously announced acquisition of all outstanding shares of stock of Rittenhouse Paper Company, an Illinois corporation ("Rittenhouse"), pursuant to a Stock Purchase Agreement (the "Purchase Agreement"), dated March 21, 2000, by and among the Company, Rittenhouse and the stockholders of Rittenhouse. The consideration paid by the Company to the stockholders of Rittenhouse totaled approximately $57 million in cash plus a contingent payment of up to $6 million if certain financial targets are achieved for the year 2000. The Company did not assume any third party interest paying debt. The Company funded $35 million of the purchase price from borrowings under a secured loan of $55 million from Fleet Bank-NH and LaSalle Bank, consisting of a $20 million term loan and a $35 million revolving loan. The Company funded the remainder of the purchase price from its cash reserves. In connection with the acquisition, the Company entered into an employment agreement with Andrew Albert, the president and chief executive officer of Rittenhouse, who was appointed the President and Chief Operating Officer of the Company. Mr. Albert's employment agreement is for a five-year term through April 2005. Mr. Albert is entitled to receive an annual base salary of $350,000, subject to annual increases and bonuses as the board of directors of the Company may determine. Additionally, pursuant to the terms of the Purchase Agreement, Mr. Albert will be appointed to the Company's board of directors. The terms of the Purchase Agreement, including the amount of consideration paid by the Company, were the result of arm's length negotiations among the Company, Rittenhouse and the former stockholders of Rittenhouse. Other than as set forth above, there were no material relationships between the Company, or any of its affiliates, directors or officers or their associates and the former stockholders of Rittenhouse. ITEM 7 - FINANCIAL STATEMENTS AND EXHIBITS (a) Financial Statements of Business Acquired It is impracticable at this time to provide the financial statements of the business acquired for the periods specified in Rule 3-05(b) of Regulation S-X. These financial statements will be filed by amendment hereto within 60 days of the date this Report on Form 8-K is required to be filed. (b) Pro Forma Financial Information It is impracticable at this time to provide the pro forma information required by Article 11 of Regulation S-X. This pro forma information will be filed by amendment hereto within 60 days of the date this Report on Form 8-K is required to be filed. 3 - 3 - (c) Exhibits 2.1 Stock Purchase Agreement entered into as of March 21, 2000 by and among Nashua Corporation, Rittenhouse Paper Company and the stockholders of Rittenhouse Paper Company. Filed as an exhibit to the Company's Form 8-K dated April 18, 2000 and incorporated herein by reference. 2.2 Escrow Agreement entered into as of April 14, 2000 by and among Nashua Corporation, the stockholders of Rittenhouse Paper Company and LaSalle Bank, N.A. Filed as an exhibit to the Company's Form 8-K dated April 18, 2000 and incorporated herein by reference. 10.17 Revolving Credit and Term Loan Agreement entered into as of April 14, 2000 by and among Nashua Corporation, Rittenhouse, L.L.C., Rittenhouse Paper Company, Fleet Bank-NH and LaSalle Bank, N.A. Filed as an exhibit to the Company's Form 8-K dated April 18, 2000 and incorporated herein by reference. 10.18 Employment Agreement entered into as of April 14, 2000 by and between Nashua Corporation and Andrew B. Albert. Exhibit to the Company's Form 8-K dated April 18, 2000 and incorporated herein by reference. 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 thereunto duly authorized. NASHUA CORPORATION Date: May 2, 2000 By /s/ Peter C. Anastos ----------------------------------- Peter C. Anastos Vice President, General Counsel and Secretary -----END PRIVACY-ENHANCED MESSAGE-----