11-K 1 b39797nce11-k.txt NASHUA CORPORATION 1 SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 11-K FOR ANNUAL REPORTS OF EMPLOYEE STOCK PURCHASE SAVINGS AND SIMILAR PLANS PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 (Mark One) (X) ANNUAL REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2000. ------------------ OR ( ) TRANSITION REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 (NO FEE REQUIRED) For the transition period from ___________ to ___________. Commission File Number 1-5492-1 -------- A. Full title of the plan and the address of the plan, if different from that of the issuer named below: Nashua Corporation Employees' Savings Plan B. Name of issuer of the securities held pursuant to the plan and the address of its principal executive office: Nashua Corporation 11 Trafalgar Square Second Floor Nashua, New Hampshire 03063 2 Nashua Corporation Employees' Savings Plan Financial Statements and Supplemental Schedule Years ended December 31, 2000 and 1999 TABLE OF CONTENTS Report of Independent Auditors.............................................1 Financial Statements Statements of Net Assets Available for Benefits............................2 Statements of Changes in Net Assets Available for Benefits.................3 Notes to Financial Statements..............................................4 Supplemental Schedule Schedule H, Line 4i - Schedule of Assets (Held at End of Year)............10 3 REPORT OF INDEPENDENT AUDITORS The Plan Administrator and Participants Nashua Corporation Employees' Savings Plan We have audited the accompanying statements of net assets available for benefits of Nashua Corporation Employees' Savings Plan as of December 31, 2000 and 1999, and the related statements of changes in net assets available for benefits for the years then ended. These financial statements are the responsibility of the Plan's management. Our responsibility is to express an opinion on these financial statements based on our audits. We conducted our audits in accordance with auditing standards generally accepted in the United States. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion. In our opinion, the financial statements referred to above present fairly, in all material respects, the net assets available for benefits of the Plan at December 31, 2000 and 1999, and the changes in its net assets available for benefits for the years then ended, in conformity with accounting principles generally accepted in the United States. Our audits were performed for the purpose of forming an opinion on the financial statements taken as a whole. The accompanying supplemental schedule of assets (held at end of year) as of December 31, 2000, is presented for purposes of additional analysis and is not a required part of the financial statements, but is supplementary information required by the Department of Labor's Rules and Regulations for Reporting and Disclosure under the Employee Retirement Income Security Act of 1974. The supplemental schedule is the responsibility of the Plan's management. The supplemental schedule has been subjected to the auditing procedures applied in our audits of the financial statements and, in our opinion, is fairly stated in all material respects in relation to the financial statements taken as a whole. /s/ ERNST & YOUNG LLP ---------------------------- Manchester, New Hampshire June 1, 2001 1 4 Nashua Corporation Employees' Savings Plan Statements of Net Assets Available for Benefits
DECEMBER 31 ---------------------------- 2000 1999 ----------- ----------- ASSETS Investments, at fair or contract value $71,004,199 $79,744,327 Receivables: Employees' contributions 56,474 -- Employer's contribution 35,368 -- ----------- ----------- Total receivables 91,842 -- ----------- ----------- Net assets available for benefits $71,096,041 $79,744,327 =========== ===========
See accompanying notes. 2 5 Nashua Corporation Employees' Savings Plan Statements of Changes in Net Assets Available for Benefits
YEAR ENDED DECEMBER 31 ----------------------------- 2000 1999 ------------ ------------ ADDITIONS Net appreciation (depreciation) in fair value of investments $ (8,170,338) $ 7,237,758 Interest and dividends 4,811,298 6,279,999 ------------ ------------ (3,359,040) 13,517,757 Contributions: Employee and rollovers 2,565,917 2,754,262 Employer 803,542 808,323 ------------ ------------ 3,369,459 3,562,585 ------------ ------------ Total additions 10,419 17,080,342 DEDUCTIONS Withdrawals and benefits paid directly to participants 8,636,009 5,182,189 Administrative expenses 22,696 34,267 ------------ ------------ Total deductions 8,658,705 5,216,456 ------------ ------------ Net increase (decrease) (8,648,286) 11,863,886 Net assets available for benefits at beginning of year 79,744,327 67,880,441 ------------ ------------ Net assets available for benefits at end of year $ 71,096,041 $ 79,744,327 ============ ============
See accompanying notes. 3 6 Nashua Corporation Employees' Savings Plan Notes to Financial Statements Years ended December 31, 2000 and 1999 1. DESCRIPTION OF PLAN The following description of the Nashua Corporation Employees' Savings Plan (the Plan) provides only general information. Participants should refer to the Summary Plan Description and Plan agreement for a more complete description of the Plan's provisions. GENERAL The Plan is a defined contribution plan covering full-time employees of Nashua Corporation (the Company) who have at least two months of credited service, with the exception of Rittenhouse Paper Company and Rittenhouse LLC (Rittenhouse) employees. The Rittenhouse Employees' Profit Sharing Plan and Trust was merged into the Plan effective January 1, 2001. The Plan is subject to the provisions of the Employee Retirement Income Security Act of 1974 (ERISA). CONTRIBUTIONS Each year, participants may contribute from 1% up to 15% of pretax annual compensation, as defined in the Plan. Participants may also contribute amounts representing distributions from other qualified defined benefit or defined contribution plans. The Company contributes 50% for the first 6% of base compensation that a participant contributes to the Plan. Additional amounts may be contributed at the option of the Company's board of directors. During the years ended December 31, 2000 and 1999, amounts related to employee rollovers from other qualified plans amounted to $93,365 and $218,110, respectively. Upon enrollment, participants can direct their contributions and the Company's matching contributions into any of the Plan's fund options. Participants may change their investment options daily. PARTICIPANT ACCOUNTS Each participant's account is credited with the participant's contributions and allocations of the Company's contributions and plan earnings. Allocations are based on participant earnings or account balances, as defined. The benefit to which a participant is entitled is the benefit that can be provided from the participant's vested account. 4 7 Nashua Corporation Employees' Savings Plan Notes to Financial Statements (continued) 1. DESCRIPTION OF PLAN (CONTINUED) VESTING Participants are immediately vested in all contributions, plus actual earnings thereon. PARTICIPANT LOANS Participants may borrow from their fund accounts a minimum of $1,000 up to a maximum equal to the lesser of $50,000 or 50% of their vested account balance. Loan terms range from 1-5 years or up to 20 years for the purchase of a primary residence. The loans are secured by the balance in the participant's account and bear interest at a fixed rate commensurate with local prevailing rates, as determined quarterly by the plan administrator. Principal and interest is paid ratably through payroll deductions. PAYMENT OF BENEFITS On termination of service, a participant may receive a lump-sum amount equal to the vested value of his or her account, or upon death, disability or retirement, or elect to receive other optional forms of payment as described in the Plan document. PLAN TERMINATION Although it has not expressed any intent to do so, the Company has the right under the Plan to discontinue its contributions at any time and to terminate the Plan subject to the provisions of ERISA. 2. SUMMARY OF ACCOUNTING POLICIES BASIS OF ACCOUNTING The financial statements have been prepared on the accrual basis of accounting. 5 8 Nashua Corporation Employees' Savings Plan Notes to Financial Statements (continued) 2. SUMMARY OF ACCOUNTING POLICIES (CONTINUED) INVESTMENT VALUATION AND INCOME RECOGNITION Shares of mutual funds are valued at quoted market prices, which represent the net asset values of shares held by the Plan at year end. Common shares of Company stock held in the Plan are valued at quoted market price. The Plan's guaranteed investment contract is valued at contract value, which approximates fair value. Contract value represents contributions made under the contracts, plus interest earned at 3.63%, less funds used to pay withdrawals and expenses. The participant loans are valued at their outstanding balances, which approximate fair value. Purchases and sales of securities are recorded on a trade-date basis. Interest income is recorded on the accrual basis. Dividends are recorded on the ex-dividend date. USE OF ESTIMATES The preparation of financial statements in conformity with accounting principles generally accepted in the United States requires management to make estimates that affect the amounts reported in the financial statements and accompanying notes. Actual results could differ from those estimates. EXPENSES Substantially all expenses of the Plan are paid by the Company. Certain expenses related to participant loans are paid by the Plan via a reduction of participant accounts. 6 9 Nashua Corporation Employees' Savings Plan Notes to Financial Statements (continued) 3. INVESTMENTS During 2000 and 1999, the Plan's investments (including investments purchased, sold and held during the year) appreciated (depreciated) in fair value as determined by quoted market prices as follows:
NET APPRECIATION (DEPRECIATION) IN FAIR VALUE OF INVESTMENTS ---------------------------- 2000 1999 ----------- ----------- Nashua Corporation Common Stock $ (688,027) $ (939,635) Shares of mutual funds (7,482,311) 8,177,393 ----------- ----------- $(8,170,338) $ 7,237,758 =========== ===========
Investments that represent 5% or more of the fair value of the Plan's net assets available for benefits are as follows:
DECEMBER 31 --------------------------- 2000 1999 ----------- ----------- Fidelity Puritan Fund $ 5,639,051 $ 6,887,933 Fidelity Magellan Fund 20,033,643 24,192,401 Fidelity Contrafund 3,756,870 4,304,098 Fidelity Equity-Income Fund 4,351,680 5,140,368 Fidelity Growth Company Fund 13,679,850 12,693,116 Fidelity U.S. Government Reserve Money Market Fund 12,341,397 8,379,510
7 10 Nashua Corporation Employees' Savings Plan Notes to Financial Statements (continued) 4. GUARANTEED INVESTMENT CONTRACT FUND The Plan's investment in the Guaranteed Investment Contract Fund consists of the following:
DECEMBER 31 --------------------------- 2000 1999 ----------- ----------- Fidelity U.S. Government Reserve Money Market Fund $12,341,397 $ 8,379,510 First Allmerica 3.25%, due 4/30/00 -- 713,059 Pacific Mutual Life Insurance Company 5.30%, due 4/29/00 -- 912,298 Monumental Life 3.63%, due 4/30/01 656,088 633,105 Monumental Life 5.21%, due 4/30/01 510,531 485,227 United States Treasury Note 8.50%, due 11/15/00 -- 2,981,165 ----------- ----------- $13,508,016 $14,104,364 =========== ===========
The average yields of the Guaranteed Investment Contract Fund for the years ended December 31, 2000 and 1999 were approximately 5.6% and 7.4%, respectively. Crediting interest rates remained the same, as noted above, for both 2000 and 1999. The issuing institution's ability to meet its contractual obligation under the respective contracts may be affected by future economic and regulatory developments in the insurance industry. 8 11 Nashua Corporation Employees' Savings Plan Notes to Financial Statements (continued) 5. INCOME TAX STATUS The Plan has received a determination letter from the Internal Revenue Service dated October 25, 1994, stating that the Plan is qualified under Section 401(a) of the Internal Revenue Code (the Code) and, therefore, the related trust is exempt from taxation. Once qualified, the Plan is required to operate in conformity with the Code to maintain its qualification. The Plan Administrator believes the Plan is being operated in compliance with the applicable requirements of the Code and, therefore, believes that the Plan is qualified and the related trust is tax-exempt. 6. PARTY-IN-INTEREST TRANSACTIONS Certain of the Plan's assets are invested in mutual funds for which FMR Corp. provides investment advisory services. FMR Corp. is an affiliate of both Fidelity Management Trust Company and Fidelity Investments Institutional Operations Company, Inc., the Plan's trustee and recordkeeper, respectively. Accordingly, these transactions qualify as party-in-interest. 7. SUBSEQUENT EVENT The Company acquired all outstanding shares of stock of Rittenhouse Paper Company on April 17, 2000. On August 29, 2000, the Company's Board of Directors voted to merge the Rittenhouse Employees' Profit Sharing Plan and Trust into the Plan effective January 1, 2001. As a result, assets of approximately $17,000,000 were transferred into the Plan in January 2001. 9 12 SUPPLEMENTAL SCHEDULE 13 Nashua Corporation Employees' Savings Plan EIN: 02-0170100 Plan Number: 010 Schedule H, Line 4i - Schedule of Assets (Held at End of Year) December 31, 2000
IDENTITY OF ISSUE, BORROWER, DESCRIPTION OF CURRENT LESSOR OR SIMILAR PARTY INVESTMENT VALUE -------------------------------------------------------------------------------------------- Mutual Funds: * Fidelity Management Trust Company Puritan Fund, 299,472 shares $ 5,639,051 Magellan Fund, 167,927 shares 20,033,643 Contrafund, 76,406 shares 3,756,870 Equity-Income Fund, 81,446 shares 4,351,680 Growth Company Fund, 191,514 shares 13,679,850 Intermediate Bond Fund, 29,752 shares 298,705 Europe Fund, 55,424 shares 1,649,970 Pacific Basin Fund, 38,382 shares 663,625 Asset Manager Fund, 38,826 shares 653,049 Small Cap Stock Fund, 58,898 shares 955,914 Government Money Market Fund, 643,106 shares 643,106 Spartan U.S. Equity Index Fund, 41,832 shares 1,958,165 ------------ 54,283,628 Guaranteed Investment Contract Fund: Monumental Life 5.21%, due 4/30/01 510,531 Monumental Life 3.63%, due 4/30/01 656,088 * Fidelity Management Trust Company Fidelity U.S. Government Reserve Money Market Fund, 12,341,397 shares 12,341,397 ------------ 13,508,016 Common Stock * Nashua Corporation Nashua Corporation Common Stock, 264,942 shares 1,176,342 Interest Bearing Cash Cash 39,064 * Participant Loans 7.25% to 13.5% 1,997,149 ------------ $ 71,004,199 ============
* Indicates a party-in-interest to the Plan. 10 14 NASHUA CORPORATION EMPLOYEES' SAVINGS PLAN. Pursuant to the requirements of the Securities Act of 1934, the Plan Committee has duly caused this annual report to be signed on its behalf by the undersigned thereunto duly authorized. NASHUA CORPORATION EMPLOYEES' SAVINGS PLAN Date: June 25, 2001 By /s/John L. Patenaude -------------- ------------------------------ John L. Patenaude Nashua Corporation Vice President - Finance, Chief Financial Officer