-----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, IaRQfVxcOBkRusOKcLk8NEiH0wcWnMwsGhVvrcq/xdZvThvDRH5VxdXI9qL1xPeK +G+idrmYFAN59uKBeRjK9g== 0000950135-02-003068.txt : 20020621 0000950135-02-003068.hdr.sgml : 20020621 20020621144131 ACCESSION NUMBER: 0000950135-02-003068 CONFORMED SUBMISSION TYPE: 11-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20011231 FILED AS OF DATE: 20020621 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: MA FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 11-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-05492 FILM NUMBER: 02684238 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 11-K 1 b43448nce11vk.txt NASHUA CORPORATION 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, 2001. 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 Nashua Corporation Employees' Savings Plan Financial Statements and Supplemental Schedule Years ended December 31, 2001 and 2000 TABLE OF CONTENTS Report of Independent Auditors.......................................... 1 Audited 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 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, 2001 and 2000, 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, 2001 and 2000, 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, 2001, 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 May 26, 2002 -1- Nashua Corporation Employees' Savings Plan Statements of Net Assets Available for Benefits DECEMBER 31 ----------------------------- 2001 2000 ----------- ----------- ASSETS Investments $78,592,818 $71,004,199 Receivables: Participant's contributions 70,481 56,474 Employer's contribution 192,372 35,368 ----------- ----------- Total receivables 262,853 91,842 ----------- ----------- Net assets available for benefits $78,855,671 $71,096,041 =========== =========== See accompanying notes. -2- Nashua Corporation Employees' Savings Plan Statements of Changes in Net Assets Available for Benefits YEAR ENDED DECEMBER 31 ---------------------------- 2001 2000 ----------- ------------ ADDITIONS Interest and dividends $ 2,286,018 $ 4,811,298 Transfer from Rittenhouse Employees' Profit Sharing Plan and Trust (Note 1) 16,923,936 -- ----------- ------------ 19,209,954 4,811,298 Contributions: Participant 3,150,271 2,472,552 Employer and profit sharing 1,203,272 803,542 Rollovers 214,499 93,365 ----------- ----------- 4,568,042 3,369,459 ----------- ----------- Total additions 23,777,996 8,180,757 DEDUCTIONS Benefits paid directly to participants 7,508,354 8,636,009 Net depreciation in fair value of investments 8,494,716 8,170,338 Administrative expenses 15,296 22,696 ----------- ----------- Total deductions 16,018,366 16,829,043 ----------- ----------- Net increase (decrease) 7,759,630 (8,648,286) Net assets available for benefits at beginning of year 71,096,041 79,744,327 ----------- ----------- Net assets available for benefits at end of year $78,855,671 $71,096,041 =========== =========== See accompanying notes. -3- Nashua Corporation Employees' Savings Plan Notes to Financial Statements December 31, 2001 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 eligible employees, as defined, of Nashua Corporation (the Company) who have at least two months of credited service (no service requirement effective January 1, 2001). The Plan was amended and restated effective January 1, 2001, to adopt various regulatory changes, as required by law. The Plan is subject to the provisions of the Employee Retirement Income Security Act of 1974 (ERISA). PLAN MERGER The Company acquired all outstanding shares of stock of Rittenhouse Paper Company (Rittenhouse) 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, and provide for immediate participation of participants, effective January 1, 2001. As a result, assets totaling $16,923,936 were transferred into the Plan in January 2001. 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. The Plan also provides that eligible employees of Rittenhouse may receive a profit sharing contribution, such amount, if any, determined by the Manager of Rittenhouse. For the year ending December 31, 2001, profit sharing contributions were $139,761. -4- Nashua Corporation Employees' Savings Plan Notes to Financial Statements (continued) 1. DESCRIPTION OF PLAN (CONTINUED) 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. 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. -5- Nashua Corporation Employees' Savings Plan Notes to Financial Statements (continued) 2. SUMMARY OF ACCOUNTING POLICIES BASIS OF ACCOUNTING The financial statements have been prepared on the accrual basis of accounting. 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. The Plan's guaranteed investment contract fund 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. Investments in the Company stock fund are measured in units of participation and includes shares of Company stock, short-term investments and at times, receivables and payables arising from unsettled stock trades. The trustee determines a daily net asset value (NAV) for each unit outstanding based upon quoted market prices. The fair value of participation units owned by the Plan in the common/collective trust is based upon quoted redemption values on the last business day of the plan year. 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- Nashua Corporation Employees' Savings Plan Notes to Financial Statements (continued) 3. INVESTMENTS During 2001 and 2000, 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 --------------------------- 2001 2000 ----------- ----------- Nashua Corporation Common Stock Fund $ 403,167 $ (688,027) Shares of mutual funds (8,897,883) (7,482,311) ----------- ----------- $(8,494,716) $(8,170,338) =========== =========== Investments that represent 5% or more of the fair value of the Plan's net assets available for benefits are as follows: DECEMBER 31 --------------------------- 2001 2000 ----------- ----------- Fidelity Magellan Fund $17,734,339 $20,033,643 Fidelity Managed Income Portfolio 16,417,638 -- Fidelity Growth Company Fund 9,759,282 13,679,850 Fidelity Freedom 2010 Fund 7,981,759 -- Spartan U.S. Equity Index Fund 5,657,986 -- Fidelity Equity-Income Fund 4,087,763 4,351,680 Fidelity Puritan Fund -- 5,639,051 Fidelity Contrafund -- 3,756,870 Fidelity U.S. Government Reserve Money Market Fund -- 12,341,397 -7- 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 ------------------------------- 2001 2000 ------------ ----------- Fidelity U.S. Government Reserve Money Market Fund $ -- $12,341,397 Monumental Life 3.63%, due 4/30/01 -- 656,088 Monumental Life 5.21%, due 4/30/01 -- 510,531 ------------ ----------- $ -- $13,508,016 ============ =========== The average yields of the Guaranteed Investment Contract Fund for the year ended December 31, 2000 was approximately 5.6%. 5. INCOME TAX STATUS The Plan has received a determination letter from the Internal Revenue Service dated April 15, 2002, 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. -8- Supplemental Schedule -9- 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, 2001
IDENTITY OF ISSUE, BORROWER, DESCRIPTION OF CURRENT LESSOR OR SIMILAR PARTY INVESTMENT VALUE - ------------------------------------------------------------------------------------------------------------- * Fidelity Management Trust Company: Magellan Fund, 170,163 shares $17,734,339 Contrafund, 75,438 shares 3,226,472 Equity-Income Fund, 83,817 shares 4,087,763 Growth Company Fund, 183,376 shares 9,759,282 Capital and Income Fund, 7,588 shares 51,445 Diversified International Fund, 92,252 shares 1,760,165 Freedom Income Fund, 23,642 shares 258,412 Freedom 2000 Fund, 5,874 shares 67,670 Freedom 2010 Fund, 632,971 shares 7,981,759 Freedom 2020 Fund, 39,977 shares 502,912 Freedom 2030 Fund, 17,452 shares 219,199 Freedom 2040 Fund, 18,540 shares 137,013 Fidelity Retirement Money Market Fund, 88 shares 88 Fidelity Managed Income Portfolio, 16,417,638 shares 16,417,638 Fidelity U.S. Bond Index Fund, 293,867 shares 3,173,761 Spartan U.S. Equity Index Fund, l39,222 shares 5,657,986 Spartan International Index Fund, 608 shares 14,863 UAM/RHJ Small Cap Fund, 65,002 shares 1,078,390 MSI Emerging Markets Fund, 4,487 shares 48,196 Strong Advisor Common Stock Fund, 116,444 shares 2,303,268 ------------ 74,480,621 Common Stock * Nashua Corporation Nashua Corporation Common Stock, 216,764 shares 1,261,566 Interest Bearing Cash Cash 93,100 * Participant Loans 7% to 11.5% 2,757,531 ----------- $78,592,818 ===========
* Indicates a party-in-interest to the Plan. -10- 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 20, 2002 By /s/ John L. Patenaude -------------- ----------------------------------- John L. Patenaude Nashua Corporation Vice President - Finance, Chief Financial Officer -11- EX-23.1 3 b43448ncexv23w1.txt CONSENT OF ERNST & YOUNG LLP EXHIBIT 23.1 CONSENT OF INDEPENDENT AUDITORS We consent to the incorporation by reference in the Registration Statement (Form S-8 No. 33-72438) pertaining to the Nashua Corporation Employees' Savings Plan of our report dated May 26, 2002, with respect to the financial statements and schedule of the Nashua Corporation Employees' Savings Plan included in this Annual Report (Form 11-K) for the year ended December 31, 2000. /s/ ERNST & YOUNG LLP Manchester, New Hampshire June 20, 2002 -----END PRIVACY-ENHANCED MESSAGE-----