10-Q

FORM 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549

x	QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
	For the quarterly period ended SEPTEMBER 27, 2002
	or
o	TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from _____ to _____

Commission file number 1-5492-1

Nashua Corporation
(Exact name of registrant as specified in its charter)

Massachusetts (State of Incorporation)	02-0170100 (IRS Employer Identification No.)
11 Trafalgar Square, 2nd Floor Nashua, New Hampshire (Address of principal executive offices)	03063 (Zip Code)

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

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months, and (2) has been subject to such filing requirements for the past 90 days.

Yes        X                     No              

As of November 1, 2002, the Company had 5,866,909 shares of Common
Stock, par value $1 per share, outstanding.

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TABLE OF CONTENTS

PART I — FINANCIAL INFORMATION
	ITEM 1. FINANCIAL STATEMENTS
		CONDENSED CONSOLIDATED BALANCE SHEETS
		CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
		CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
	ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
	ITEM 4. CONTROLS AND PROCEDURES
PART II — OTHER INFORMATION
	ITEM 1. LEGAL PROCEEDINGS
	ITEM 5. OTHER INFORMATION
	ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K
SIGNATURES
CERTIFICATIONS
INDEMNIFICATION AGREEMENT
CERTIFICATION FOR ANDREW B ALBERT
CERTIFICATION FOR JOHN L PATENAUDE

PART I — FINANCIAL INFORMATION

ITEM 1. FINANCIAL STATEMENTS

NASHUA CORPORATION AND SUBSIDIARIES
CONDENSED CONSOLIDATED BALANCE SHEETS

(In thousands)
		September 27, 2002			December 31,
ASSETS:		(Unaudited)			2001
Cash and cash equivalents		$	1,314		$	1,063
Accounts receivable			30,856			26,708
Inventories
	Raw materials		9,440			10,283
	Work in process		3,309			2,134
	Finished goods		9,724			8,290
			22,473			20,707
Other current assets			3,372			6,536
	Total current assets		58,015			55,014
Plant and equipment			88,036			86,270
Accumulated depreciation			(45,577	)		(41,411	)
			42,459			44,859
Goodwill, net of amortization			29,462			28,906
Intangibles, net of amortization			1,772			—
Other assets			18,300			16,267
	Total assets	$	150,008		$	145,046
LIABILITIES AND SHAREHOLDERS’ EQUITY:
Accounts payable		$	20,573		$	19,034
Accrued expenses			15,526			17,452
Current maturities of long-term debt			2,000			2,000
Current maturities of notes payable			250			—
	Total current liabilities		38,349			38,486
Long-term debt			23,650			23,280
Notes payable			1,210			460
Other long-term liabilities			13,885			12,423
	Total long-term liabilities		38,745			36,163
Common stock, par value $1.00: authorized 20,000,000 shares			5,877			6,887
Additional paid-in capital			14,088			15,901
Retained earnings			52,949			62,531
Treasury stock, at cost			—			(14,922	)
	Total shareholders’ equity		72,914			70,397
	Total liabilities and shareholders’ equity	$	150,008		$	145,046

The accompanying notes are an integral part of the condensed consolidated financial statements.

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NASHUA CORPORATION AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
(Unaudited)

(In thousands, except per share data)	Three Months Ended						Nine Months Ended
	Sept. 27,			Sept. 28,			Sept. 27,			Sept. 28,
	2002			2001			2002			2001
Net sales	$	72,798		$	69,523		$	208,206		$	206,894
Cost of products sold		58,247			54,903			166,266			164,196
Gross margin		14,551			14,620			41,940			42,698
Selling, distribution and administrative expenses		12,263			11,949			35,199			36,725
Research and development expense		814			839			2,415			2,473
(Income) loss from equity investment		14			(10	)		35			(51	)
Interest expense, net		362			596			1,165			2,296
Restructuring and unusual charge (income)		(24	)		3,030			(24	)		3,175
Income (loss) before income taxes		1,122			(1,784	)		3,150			(1,920	)
Provision (benefit) for income taxes		449			—			1,260			(95	)
Net income (loss)	$	673		$	(1,784	)	$	1,890		$	(1,825	)
Basic earnings per share:
Net income (loss) per common share	$	0.12		$	(0.31	)	$	0.33		$	(0.32	)
Average common shares		5,800			5,713			5,758			5,681
Diluted earnings per share:
Net income (loss) per common share assuming dilution	$	0.11		$	(0.31	)	$	0.32		$	(0.32	)
Dilutive effect of stock options		88			—			72			—
Average common and potential common shares		5,888			5,713			5,830			5,681

The accompanying notes are an integral part of the condensed consolidated Financial statements.

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NASHUA CORPORATION AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(Unaudited)

(In thousands)
			Nine Months Ended
			Sept. 27,			Sept. 28,
			2002			2001
Cash flows from operating activities of continuing operations:
	Net income (loss)		$	1,890		$	(1,825	)
	Adjustments to reconcile net income (loss) to cash provided by continuing operating activities:
		Depreciation and amortization		5,629			7,417
		Net change in working capital, net of effects from acquisitions		(2,821	)		6,654
		Other		(819	)		(337	)
Cash provided by continuing operating activities				3,879			11,909
Cash flows from investing activities of continuing operations:
	Investment in plant and equipment			(2,616	)		(2,026	)
	Proceeds from sale of plant and equipment			90			748
	Acquisitions			(1,700	)		—
Cash used in investing activities of continuing operations				(4,226	)		(1,278	)
Cash flows from financing activities of continuing operations:
	Principal repayments on term portion of long-term debt			(1,500	)		(9,149	)
	Repayment on refinancing			(27,630	)		—
	Proceeds from refinancing			27,688			—
	Net proceeds from (repayments on) revolving portion of long-term debt			1,812			(3,935	)
	Proceeds from shares exercised under stock option plans			217			—
	Other			—			204
Cash provided by (used in) financing activities of continuing operations				587			(12,880	)
Cash provided by activities of discontinued operation				11			1,646
Increase (decrease) in cash and cash equivalents				251			(603	)
Cash and cash equivalents at beginning of period				1,063			1,035
Cash and cash equivalents at end of period			$	1,314		$	432
Supplemental disclosures of cash flow information:
Interest paid (net of amount capitalized)			$	1,106		$	2,491
Income taxes paid (received) for continuing operations, net			$	188		$	(5,194	)
Capital lease obligations			$	483		$	—
Supplemental schedule of non-cash investing and financing activities:
Fair value of assets acquired			$	5,109			—
Accrued liability to purchase Dietzgen inventories				(1,467	)		—
Note payable with Computer Imaging Supplies, Inc.				(1,000	)		—
Liabilities assumed				(942	)		—
Cash paid for acquisitions			$	1,700		$	—

The accompanying notes are an integral part of the condensed consolidated financial statements.

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NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

Basis of Presentation

The accompanying unaudited condensed consolidated financial statements have been prepared in accordance with generally accepted accounting principles for interim financial information and with the instructions to Form 10-Q and Article 10 of Regulation S-X. Accordingly, they do not include all of the information and footnotes required by generally accepted accounting principles for complete financial statements. In the opinion of management, the accompanying financial statements contain all adjustments consisting of normal recurring accruals necessary to present fairly the financial position, results of operations and cash flows for the periods presented. The accompanying financial statements should be read in conjunction with the consolidated financial statements and footnotes thereto included in Nashua Corporation’s Annual Report on Form 10-K for the year ended December 31, 2001.

Certain amounts from the prior year have been reclassified to conform to the current year presentation.

Acquisitions

On April 1, 2002, we acquired the assets of Computer Imaging Supplies Inc., a privately held manufacturer and marketer of proprietary security products for the point-of-sale transaction industry and of inkjet and toner cartridges. The security products of Computer Imaging Supplies include multi-color ribbons and specialized inks that prevent unauthorized duplication of cash register receipts. Computer Imaging Supplies had 2001 net sales of approximately $6 million. Operating activity relating to the assets acquired from Computer Imaging Supplies is reported as part of our Specialty Paper Products segment from the date of acquisition.

On June 21, 2002, we acquired certain assets of Dietzgen LLC, including trademarks, tradenames, customer lists and certain equipment and inventories. Dietzgen, an after-market provider of large-format digital media and imaging supplies for the architectural, engineering and construction markets, filed for protection under Chapter 11 of the U.S. Bankruptcy Code on January 31, 2002. Dietzgen’s sales for the three months ended March 31, 2002 were approximately $3.2 million. Operating activity relating to the assets acquired from Dietzgen is reported as part of our Specialty Paper Products segment from the date of acquisition.

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Acquired Intangible Assets

Details of acquired intangible assets are as follows:

	As of September 27, 2002
					Weighted
	Gross				Average
	Carrying		Accumulated		Amortization
(In thousands)	Amount		Amortization		Period
Trademarks and tradenames	$	560	$	37	9 years
Licensing agreement		230		24	5 years
Customer relationships and lists		810		55	3 years
Customer contracts		170		54	2 years
Non-competition agreements		100		10	5 years
Patented technology		90		8	5 years
	$	1,960	$	188
Amortization Expense:
For the nine months ended September 27, 2002			$	188
Estimated for the year ending December 31, 2002			$	295
Estimated for the year ending December 31, 2003			$	391
Estimated for the year ending December 31, 2004			$	333
Estimated for the year ending December 31, 2005			$	265
Estimated for the year ending December 31, 2006			$	247
Estimated for the year ending December 31, 2007			$	107
Estimated for the year ending December 31, 2008 and thereafter			$	322

Goodwill

The carrying amount of goodwill by segment and activity during the nine months ended September 27, 2002 is as follows:

	Specialty Paper		Label Products
(In thousands)	Products Segment		Segment		Total
Balance as of December 31, 2001	$	13,586	$	15,320	$	28,906
Goodwill resulting from the acquisition of Computer Imaging Supplies business		556		—		556
Balance as of September 27, 2002	$	14,142	$	15,320	$	29,462

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Goodwill – Adoption of Statement of Financial Accounting Standard No. 142

Reconciliations between reported net income (loss) and earnings (loss) per share and adjusted net income (loss) and earnings (loss) per share are as follows:

	Three Months Ended					Nine Months Ended
	Sept. 27,		Sept. 28,			Sept. 27,		Sept. 28,
(In thousands, except per share data)	2002		2001			2002		2001
Reported net income (loss)	$	673	$	(1,784	)	$	1,890	$	(1,825	)
Goodwill amortization		—		396			—		1,188
Adjusted net income (loss)	$	673	$	(1,388	)	$	1,890	$	(637	)
Basic earnings per share
Reported net income (loss)	$	0.12	$	(0.31	)	$	0.33	$	(0.32	)
Goodwill amortization		—		0.07			—		0.21
Adjusted net income (loss)	$	0.12	$	(0.24	)	$	0.33	$	(0.11	)
Diluted earnings per share
Reported net income (loss)	$	0.11	$	(0.31	)	$	0.32	$	(0.32	)
Goodwill amortization		—		0.07			—		0.21
Adjusted net income (loss)	$	0.11	$	(0.24	)	$	0.32	$	(0.11	)

Notes Payable

On April 1, 2002, we acquired the assets of Computer Imaging Supplies, Inc. In connection with the acquisition, we issued a promissory note payable to Computer Imaging Supplies in the original principal amount of $1 million. The outstanding principal balance on the promissory note bears interest at the prime rate. Interest on the promissory note is payable quarterly, and the principal is payable in four annual installments of $250,000 through April 1, 2006. As a result of the acquisition, the founders and co-owners of Computer Imaging Supplies became Nashua employees.

We also have two notes held by former Rittenhouse and current Nashua employees that were assumed in connection with our acquisition of Rittenhouse Paper Company. These notes are in the original principal amount of $230,000 each, payable on August 31, 2005. Interest on these notes is payable quarterly and accrues at our incremental borrowing rate.

Shareholders’ Equity

On June 12, 2002, we completed our shareholder approved reincorporation from Delaware to Massachusetts. In connection with our reincorporation, our authorized capitalization was reduced from 40 million shares of common stock and 2 million shares of preferred stock, each with a par value of $1 per share, to 20 million shares of common stock, par value $1 per share. As part of the reincorporation, the 1,023,818 shares of common stock held in treasury were retired with their cost above par value allocated on a pro rata basis against additional paid-in capital and retained earnings.

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Pension Plan Matters

The assets of the pension plans sponsored by us are invested in equities, fixed-income securities and interest-bearing cash equivalent instruments which are managed by third parties. As a result of a decline in the fair market values of equities held by company-sponsored pension plans, it is likely that, barring a material improvement in the fair market value of equities during the remainder of 2002, we will be required to reflect an increase in our minimum pension liability in our year end financial statements. The increase in our minimum pension liability would be a non-cash charge that would be reflected as an increase in pension liability with an offsetting charge on an after-tax basis to shareholders’ equity. The ultimate amount of the adjustment will not be determined until the year-end valuation of plan assets is completed. However, based on fair market values of our plan assets as of September 30, 2002, we would have a fourth quarter charge of approximately $10 million in connection with the under-funding of our pension plans. Any changes in the fair market values of our plan assets between September 30, 2002 and December 31, 2002 will either increase or decrease the actual amount of the charge to equity.

Restructuring and Unusual Charges

Net restructuring and unusual income of $24,000 for the third quarter and nine months ended September 27, 2002 represents a net reduction to our previously established restructuring reserves. The net restructuring and unusual charge of $3.0 million for the third quarter of 2001 was comprised of a charge of $3.6 million related to exiting our Label Products’ lamination business, partially offset by unusual income of $.6 million from the sale of unutilized land. The net restructuring and unusual charge of $3.2 million for the nine months ended September 28, 2001, in addition to the third quarter 2001 amounts, also included a charge related to a workforce reduction in the Toner Division of our Imaging Supplies segment.

Details of our restructuring reserves for continuing operations which are included in “Accrued Expenses” in our consolidated balance sheet and activity recorded during the third quarter of 2002 are as follows:

(In thousands)	Balance		Current			Current			Balance
	June 28,		Period			Period			Sept. 27,
	2002		Provision			Utilization			2002
Provisions for severance related to workforce reductions	$	570	$	(69	)	$	(137	)	$	364
Provisions for assets to be sold or discarded		7		45			(52	)		—
Other		323		—			(323	)		—
Total	$	900	$	(24	)	$	(512	)	$	364

Restructuring reserves relate primarily to the shutdown of our lamination business in our Label Products segment, which was completed during 2001, and the outsourcing of our toner filling operation within our Imaging Supplies segment, which was completed during the first half of 2002. Sales for our discontinued lamination business were $2.8 million for the third quarter of 2001 and $10.0 million for the first nine months of 2001. Our initial provision for workforce reductions included severance for 29 employees in our toner filling operation and 97 employees in our lamination business. Changes to our original estimates are included under restructuring and unusual income in our Consolidated Statement of Operations for the third quarter of 2002.

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Segment and Related Information

The table below presents information about reportable segments.

For the Quarter

(In thousands)		Net Sales						Pretax Income (Loss)
		Three Months Ended						Three Months Ended
		Sept. 27, 2002			Sept. 28, 2001			Sept. 27, 2002			Sept. 28, 2001
Label Products		$	25,310		$	26,000		$	1,729		$	1,765
Specialty Paper Products			42,260			38,373			1,521			1,803
Imaging Supplies			5,896			6,398			283			210
Reconciling items:
	Eliminations		(668	)		(1,286	)		—			—
	Other		—			38			3			120
	Unallocated corporate expenses		—			—			(2,076	)		(1,660	)
	Amortization of goodwill		—			—			—			(396	)
	Interest expense, net		—			—			(362	)		(596	)
	Restructuring and unusual (charges) income		—			—			24			(3,030	)
Consolidated		$	72,798		$	69,523		$	1,122		$	(1,784	)

For the Nine Months:

(In thousands)		Net Sales						Pretax Income (Loss)
		Nine Months Ended						Nine Months Ended
		Sept. 27, 2002			Sept. 28, 2001			Sept. 27, 2002			Sept. 28, 2001
Label Products		$	74,246		$	83,862		$	4,339		$	5,726
Specialty Paper Products			117,298			114,404			4,866			4,056
Imaging Supplies			18,185			18,456			974			97
Reconciling items:
	Eliminations		(1,554	)		(9,980	)		—			—
	Other		31			152			7			567
	Unallocated corporate expenses		—			—			(5,895	)		(5,707	)
	Amortization of goodwill		—			—			—			(1,188	)
	Interest expense, net		—			—			(1,165	)		(2,296	)
	Restructuring and unusual (charges) income		—			—			24			(3,175	)
Consolidated		$	208,206		$	206,894		$	3,150		$	(1,920	)

Contingencies

In December 1998, the Internal Revenue Service (“IRS”) completed an examination of our corporate income tax returns for the years 1992 through 1994 and issued a Notice of Proposed Adjustment which assessed additional taxes of $4.6 million, excluding interest. We disagreed with the positions taken by the IRS and filed a formal protest of the proposed adjustment on January 12, 1999. On October 10, 2002, we reached an agreement with the Appeals office of the United States Internal Revenue Service (“IRS”) regarding the outstanding proposed assessment of federal income tax for the years 1992 to 1994. The agreement is subject to final approval by the Joint Committee on Taxation of the United States Congress. Our agreement determines the tax liability for the period 1989 through 1994 and, upon approval of the Joint Committee on Taxation, would result in a net tax refund in the amount of $.3 million for that period. The agreement impacts the earlier years due to the carryback of tax losses and credits and the recomputation of alternative minimum taxes.

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In December 1999, the IRS completed an examination of our corporate income tax returns for the years 1995 through 1997 and issued a Notice of Proposed Adjustment which assessed additional taxes of $5.2 million, excluding interest. This assessment represents a total of $14.0 million of adjustments to taxable income for the years under review. The proposed adjustments relate to the deductibility of restructuring and other reserves for continuing and discontinued operations and the utilization of foreign losses associated with discontinued operations. We disagreed with the position taken by the IRS and filed a formal protest of their proposed adjustments on April 6, 2000. We are working through the IRS appeals process to resolve open issues. We believe that we are adequately reserved for any potential liability that could arise from a final resolution of the IRS’ assessment for the years 1995 through 1997.

While we believe that we have adequately provided for our tax liabilities through September 27, 2002, we can provide no assurances that we will prevail in our defense against adjustments proposed in pending or future federal and state tax examinations. In addition, we can provide no assurances that the ultimate resolution of tax matters will not be either lower or greater than our current reserves.

In August and September 1996, two individual plaintiffs filed lawsuits in the Circuit Court of Cook County, Illinois against Nashua, Cerion, certain directors and officers of Cerion, and our underwriter, on behalf of all persons who purchased the common stock of Cerion between May 24, 1996 and July 9, 1996. These two complaints were consolidated. In March 1997, the same individual plaintiffs joined by a third plaintiff filed a Consolidated Amended Class Action Complaint (the “Consolidated Complaint”). The Consolidated Complaint alleged that, in connection with Cerion’s initial public offering, the defendants issued materially false and misleading statements and omitted the disclosure of material facts regarding, in particular, certain significant customer relationships. In October 1997, the Circuit Court on motion by the defendants, dismissed the Consolidated Complaint. The plaintiffs filed a Second Amended Consolidated Complaint alleging similar claims as the Consolidated Complaint seeking damages and injunctive relief. On May 6, 1998, the Circuit Court, on motion by the defendants, dismissed with prejudice the Second Amended Consolidated Complaint. The plaintiffs filed with the Appellate Court an appeal of the Circuit Court’s ruling. On November 19, 1999, the Appellate Court reversed the Circuit Court’s ruling that dismissed the Second Amended Consolidated Complaint. The Appellate Court ruled that the Second Amended Consolidated Complaint represented a valid claim and sent the case back to the Circuit Court for further proceedings. On December 27, 1999, we filed a Petition with the Supreme Court of Illinois. In that Petition, we asked the Supreme Court of Illinois to determine whether the Circuit Court or the Appellate Court is correct. Our Petition was denied and the case was sent to the Circuit Court for trial. Discovery has been completed, but no date has been set for trial and pre-trial motions. Non-binding mediation has been scheduled for November 21 and 22, 2002. We believe that the lawsuit is without merit and will continue to defend ourselves in this matter. We also believe that we will fully collect on our 37.1 percent ownership in Cerion common stock valued at approximately $.9 million as of September 27, 2002. Our investment in Cerion is included under Other assets in our Consolidated Balance Sheet.

We are involved in certain environmental matters and have been designated by the Environmental Protection Agency (“EPA”) as a potentially responsible party for certain hazardous waste sites. In addition, we have been notified by certain state environmental agencies that some of our sites not addressed by the EPA require remedial action. These sites are in various stages of investigation and remediation. Due to the unique physical characteristics of each site, the technology employed, the extended timeframes of each remediation, the interpretation of applicable laws and regulations and the financial viability of other potential participants, our ultimate cost of remediation is difficult to estimate.

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At September 27, 2002, we have estimated a range for these costs of $.6 million to $.9 million for our continuing operations and approximately $.1 million for our discontinued operations. These estimates could increase if other potentially responsible parties or our insurance carriers are unable or unwilling to bear their allocated share and cannot be compelled to do so. At September 27, 2002, our accrual balances relating to environmental matters were $.8 million for continuing operations and $.1 million for discontinued operations. In our view, these represent the most likely amounts within the estimates stated above. Based on information currently available, we believe that it is probable that the major potentially responsible parties will fully pay the costs apportioned to them. We believe that we are adequately reserved and that any incremental remediation expense, if any, is not likely to have a material adverse effect on our consolidated financial position or results of operations.

Financial Instruments

During the second quarter of 2002, we entered into an interest rate cap agreement pursuant to our bank loan agreements in order to limit our exposure to increases in interest rates on the variable portion of our borrowing costs. The carrying value and net loss through the third quarter of 2002 for this interest rate cap agreement were not material to our consolidated balance sheet or statement of operations.

Employee Relations

During 2002, we entered into the following significant labor agreements:

	Approximate
	Employees			Expiration
Union	Covered		Location	Date
Paper, Allied Industrial, Chemical and Energy Workers International Union		26	Omaha, NE	March 31, 2007
Paper, Allied Industrial, Chemical and Energy Workers International Union		122	Omaha, NE	March 31, 2007
Paper, Allied Industrial, Chemical and Energy Workers International Union		141	Merrimack, NH	April 2, 2006
United Commercial Food Workers Union		49	Vernon, CA	March 5, 2005

Subsequent Events

On October 31, 2002, our Board of Directors approved changes to The Nashua Corporation Retirement Plan for Salaried Employees, The Supplemental Executive Retirement Plan and the retirement medical and life insurance plans. As a result of the Board approved changes, we expect to incur a curtailment loss related to the changes to the pension plans, offset by a curtailment gain related to the retiree medical and life insurance plans, resulting in a net pretax fourth quarter loss in the range of $0 to $.3 million, excluding any potential gain from the buyout of existing retirees’ life insurance benefits.

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ITEM 2.  MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

Overview

We acquired the operating assets of Computer Imaging Supplies, Inc. on April 1, 2002 and certain assets of Dietzgen LLC on June 21, 2002. Sales, gross margin and pretax income for our Specialty Paper Products segment were favorably impacted by the contribution of the Computer Imaging Supplies fraud prevention business. While sales for our Specialty Paper Products segment were favorably impacted by the Dietzgen large format business, a lower gross margin percentage and higher than anticipated integration costs for the Dietzgen business negatively impacted our pretax income.

Effective January 1, 2002, we eliminated goodwill amortization in accordance with FAS 142. Goodwill amortization was $.4 million for the third quarter of 2001 and $1.2 million for the first nine months of 2001.

During the third quarter of 2001, we exited the lamination business in our Label Products segment. As a result, sales and pretax profit for our Label Products segment were negatively impacted during the first nine months of 2002. Upon exiting the lamination business, we agreed to purchase from a third party certain laminated products previously supplied to our Label Products segment by our Specialty Paper Products segment. We also agreed to supply certain coated papers manufactured by our Specialty Paper Products segment to the same third party resulting in incremental external sales.

During the third quarter of 2002, we recognized a net workers’ compensation refund of approximately $.4 million relating to experience rate adjustments for prior years. Gross margin and pretax income for each of our operating segments were favorably impacted by this refund.

Results of Operations For the Third Quarter of 2002 Compared to the Third Quarter of 2001

Quarterly sales increased by $3.3 million, or 4.7 percent, to $72.8 million for the third quarter of 2002. Increased sales in our Specialty Paper Products segment of $3.9 million and a reduction in eliminations for sales between segments of $.6 million, more than offset sales declines of $.7 million in our Label Products segment and $.5 million in our Imaging Supplies segment. The decline in sales of our Label Products segment was attributable to our exit from the lamination business during the third quarter of 2001. The increase in sales by our Specialty Paper Products segment was primarily driven by the contribution of the Dietzgen and Computer Imaging Supplies businesses acquired during the second quarter of 2002. As previously described, sales of our Specialty Paper Products segment have also increased from incremental external sales resulting from a supply agreement, partially offset by reduced sales to our Label Products segment.

Gross margin percentage declined slightly from 21.0 percent for the third quarter of 2001 to 20.0 percent for the third quarter of 2002. Declines in gross margin percentages for our Specialty Paper Products and Imaging Supplies segments more than offset improvement in our Label Products segment.

Selling and distribution expenses increased $.1 million, to $7.2 million for the third quarter of 2002. As a percentage of sales, selling and distribution expenses decreased from 10.3 percent for the third quarter of 2001 to 9.9 percent for the third quarter of 2002, primarily due to improvements in our Imaging Supplies and Label Products segments, partially offset by an increase in our Specialty Paper Products segment.

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Administrative expenses increased $.2 million, to $5.0 million for the third quarter of 2002. Corporate administrative expenses were relatively unchanged at $2.1 million. Increased legal expenses related to tax and environmental issues and consulting fees related to employee benefits, were offset by the elimination of goodwill amortization under FAS 142. Goodwill amortization for the third quarter of 2001 was $.4 million.

Research and development expenses of $.8 million for the third quarter of 2002 were flat compared to the same period in 2001.

Net interest expense declined $.2 million, to $.4 million for the third quarter of 2002 due to reduced debt and lower interest rates.

Net restructuring and unusual income of $24,000 for the third quarter of 2002 represents a net reduction to our previously established restructuring reserves. The net restructuring and unusual charge of $3.0 million for the third quarter of 2001 included a charge of $3.6 million related to exiting our lamination business, partially offset by unusual income of $.6 million from the sale of unutilized land.

Our pretax income was $1.1 million for the third quarter of 2002, compared to a loss of $1.8 million for the third quarter of 2001. Pretax income, excluding restructuring and unusual items, declined $.1 million from $1.2 million for the third quarter of 2001 to $1.1 million for the third quarter of 2002. An improvement in the profitability of our Imaging Supplies segment of $.1 million and a decrease in our interest expense of $.2 million were offset by a decline in the profitability of our Specialty Paper Products segment of $.3 million.

The estimated effective income tax rate was 40.0 percent for the third quarter of 2002, which is higher than the U.S. statutory rate principally due to the impact of state income taxes. The change in the estimated effective income tax rate from 0 percent for the third quarter of 2001 to 40.0 percent for the third quarter of 2002 is primarily due to the impact of non-deductible goodwill amortization during 2001.

Net income improved $2.5 million for the third quarter of 2002, or $0.43 per share, compared to the same period in 2001. Net income for the third quarter of 2002 was $.7 million, or $0.12 per share, compared to a loss of $1.8 million, or $0.31 per share, in the third quarter of 2001.

Restructuring Reserves

Details of our restructuring reserves for continuing operations which are included in “Accrued Expenses” in our consolidated balance sheet and activity recorded during the third quarter of 2002 are as follows:

(In thousands)	Balance		Current			Current			Balance
	June 28,		Period			Period			Sept. 27,
	2002		Provision			Utilization			2002
Provisions for severance related to workforce reductions	$	570	$	(69	)	$	(137	)	$	364
Provisions for assets to be sold or discarded		7		45			(52	)		—
Other		323		—			(323	)		—
Total	$	900	$	(24	)	$	(512	)	$	364

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Restructuring reserves relate primarily to the shutdown of our lamination business in our Label Products segment, which was completed during 2001, and the outsourcing of our toner filling operation within our Imaging Supplies segment, which was completed during the first half of 2002. Sales for our discontinued lamination business were $2.8 million for the third quarter of 2001 and $10.0 million for the first nine months of 2001. Our initial provision for workforce reductions included severance for 29 employees in our toner filling operation and 97 employees in our lamination business. Changes to our original estimates are included under restructuring and unusual income in our consolidated statement of operations for the third quarter of 2002.

Results of Operations by Reportable Segment For the Third Quarter of 2002 Compared to the Third Quarter of 2001

Label Products Segment

Our Label Products segment reported a $.7 million, or 2.7 percent, decline in sales for the third quarter of 2002 to $25.3 million, resulting from exiting our lamination business during the third quarter of 2001. Sales for our discontinued lamination business were $2.8 million during the third quarter of 2001. Excluding lamination sales for the third quarter of 2001, sales increased by $2.1 million, or 9.0 percent, for the third quarter of 2002 compared to the same period in the prior year. Increased volume of our automatic identification and retail shelf product lines was partially offset by overall pricing pressures stemming from current economic conditions.

Gross margin percentage improved from 18.7 percent in the third quarter of 2001 to 19.1 percent in the third quarter of 2002. The improvement in the segment’s gross margin percentage was mainly due to productivity improvements in the manufacturing of our retail labels, partially offset by the aforementioned pricing pressures.

Selling and distribution expenses for our Label Products segment declined $.3 million, to $2.1 million for the third quarter of 2002 primarily due to lower bad debt expense. As a percentage of sales, selling and distribution expenses declined from 9.1 percent for the third quarter of 2001 to 8.2 percent for the third quarter of 2002.

Administrative expenses for our Label Products segment increased $.3 million, to $1.0 million for the third quarter of 2002 primarily due to incremental costs associated with integrating information systems.

Our Label Product segment’s pretax income for the third quarter of 2002 was relatively unchanged from the prior year at $1.7 million.

Specialty Paper Products Segment

Our Specialty Paper Products segment reported a $3.9 million, or 10.1 percent, increase in sales for the third quarter of 2002 to $42.3 million, primarily due to recently acquired businesses. We acquired the operating assets of Computer Imaging Supplies, Inc. on April 1, 2002 and certain assets of Dietzgen LLC on June 21, 2002. Incremental sales increases from the Computer Imaging Supplies fraud prevention business of $1.7 million and the Dietzgen large format business of $2.2 million together with volume improvements in our thermal and dry-gummed product lines, were partially offset by pricing and volume declines in our bond paper, heat seal, cut-sheet paper, carbonless paper and retail sale product lines.

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Gross margin percentage declined from 20.5 percent for the third quarter of 2001 to 19.7 percent for the third quarter of 2002, mainly due to the cost of integrating the Dietzgen product lines into our plants in Tennessee and California and pricing pressures stemming from current economic conditions, partially offset by margin improvements resulting from incremental dry-gummed volume.

Selling and distribution expenses for our Specialty Paper Products segment increased $.5 million, to $4.6 million for the third quarter of 2002. As a percentage of sales, selling and distribution expenses increased from 10.7 percent for the third quarter of 2001 to 10.9 percent for the third quarter of 2002, primarily as a result of higher distribution and marketing costs associated with our newly acquired businesses.

Administrative expenses for our Specialty Paper Products segment increased $.2 million, to $1.8 million for the third quarter of 2002, primarily due to incremental administrative expenses associated with the newly acquired Dietzgen and Computer Imaging Supplies businesses.

Research and development expenses of $.4 million for the third quarter of 2002 were relatively flat compared to the same period in 2001.

Our Specialty Paper Product segment’s pretax income declined by $.3 million to $1.5 million for the third quarter of 2002. The primary contributor to the decline in pretax income was the increase in expenses associated with the Dietzgen business, which more than offset gross margin improvements in other product lines.

Imaging Supplies Segment

Our Imaging Supplies segment reported a decline in sales of $.5 million, or 7.8 percent, for the third quarter of 2002 to $5.9 million, as a result of decreased sales volumes of high-speed products to our end-user customers and lower export sales offset slightly by increased sales of Ricoh-compatible toners and high-speed toners to value-added distributors.

Gross margin percentage decreased from 27.0 percent for the third quarter of 2001 to 23.6 percent for the third quarter of 2002. The decline in gross margin percentage was primarily attributable to changes in product mix and distribution channels, higher manufacturing costs resulting from equipment repairs and the transition of our toner filling operation to a third party, partially offset by a workers’ compensation refund of $152,000.

Selling and distribution expenses for our Imaging Supplies segment declined $.1 million, to $.5 million for the third quarter of 2002. As a percentage of sales, selling and distribution expenses declined from 9.7 percent for the third quarter of 2001 to 9.3 percent for the third quarter of 2002, primarily due to a favorable shift in our sales to customers requiring lower selling and distribution costs.

Administrative expenses for our Imaging Supplies segment declined $.3 million, to $.2 million for the third quarter of 2002, primarily due to lower headcount.

Research and development expenses of $.4 million for the third quarter of 2002 were relatively flat compared to the same period in 2001.

Our Imaging Supplies segment’s pretax income increased $.1 million to $.3 million for the third quarter of 2002.

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Results of Operations For the First Nine Months of 2002 Compared to the First Nine Months of 2001

Sales increased $1.3 million to $208.2 million for the first nine months of 2002 compared to sales of $206.9 million for the same period in 2001. Increased sales for our Specialty Paper Products segment of $2.9 million and a reduction in eliminations for sales between segments of $8.4 million, more than offset declines in our Imaging Supplies segment of $.3 million and Label Products segment of $9.6 million. The increase in sales by our Specialty Paper Products segment was primarily driven by the contribution of the Dietzgen and Computer Imaging Supplies businesses acquired during the second quarter of 2002. Also, sales of our Specialty Paper Products segment increased from incremental external sales resulting from a supply agreement entered into as a result of the exit of our lamination business.

Our gross margin percentage decreased to 20.1 percent for the first nine months of 2002, compared to 20.6 percent for the first nine months of 2001. An increase in gross margin percentage for our Specialty Paper Products segment was more than offset by declines in our Label Products and Imaging Supplies segments.

Selling and distribution expenses declined $1.1 million, to $20.6 million for the first nine months of 2002. Selling and distribution expenses, as a percent of sales, decreased to 9.9 percent for the first nine months of 2002 from 10.5 percent for the same period in 2001, primarily due to decreases in our Imaging Supplies and Label Products segments.

Administrative expenses declined $.4 million, to $14.6 million for the first nine months of 2002. This 2.5 percent decline was primarily due to a reduction in our Imaging Supplies segment and in our corporate administrative expenses. Corporate administrative expenses were higher by $1.0 million in 2001 due primarily to goodwill amortization. Goodwill amortization for the first nine months of 2001 was $1.2 million. Effective January 1, 2002, in accordance with Statement of Financial Accounting Standard No. 142, we no longer amortize goodwill. Instead, we evaluate goodwill for impairment under the guidelines set forth in FAS 142. We completed the initial impairment test required by FAS 142 and concluded that no impairment existed at January 1, 2002. During the fourth quarter of 2002, we will complete the annual impairment test required by FAS 142.

Research and development expenses declined $.1 million, to $2.4 million for the first nine months of 2002.

Net interest expense declined $1.1 million, to $1.2 million for the first nine months of 2002 due to reduced debt and lower interest rates.

Net restructuring and unusual income of $24,000 for the first nine months of 2002 represents a net reduction to our previously established restructuring reserves. The net restructuring and unusual charge of $3.2 million for the first nine months of 2001 included a charge of $3.6 million related to exiting the lamination business in our Label Products segment and a charge related to a workforce reduction in the Toner division of our Imaging Supplies segment, partially offset by unusual income of $.6 million from the sale of unutilized land.

Our pretax income was $3.2 million for the first nine months of 2002, compared to a loss of $1.9 million for the first nine months of 2001. Our pretax income, excluding restructuring and unusual items, improved by $1.9 million, to $3.1 million for the first nine months of 2002, compared to $1.3 million for the first nine months of 2001. Improvements in the profitability of our Imaging Supplies segment of $.9 million and in our Specialty Paper Products segment of $.8 million, as well as reductions in interest

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expense of $1.1 million and in goodwill amortization of $1.2 million, were partially offset by a decrease in the profitability of our Label Products segment of $1.4 million and an increase in other corporate expenses of $.2 million. Pretax results for the first nine months of 2001 included pretax income of $.5 million from the sale of part of our Projection System’s technology.

The estimated annual effective income tax rate was 40.0 percent for the first nine months of 2002 and is higher than the U.S. statutory rate principally due to the impact of state income taxes. The change in the estimated annual effective income tax rate from 5.0 percent for the first nine months of 2001 to 40.0 percent for the first nine months of 2002 is primarily due to the impact of non-deductible goodwill amortization during 2001.

Net income for the first nine months of 2002 improved $3.7 million, or $0.65 per share, as compared to the first nine months of 2001. Net income for the first nine months of 2002 was $1.9 million, or $0.33 per share, compared to a loss of $1.8 million, or $0.32 per share, for the same period in 2001.

Results of Operations by Reportable Segment For the First Nine Months of 2002 Compared to the First Nine Months of 2001

Label Products Segment

Our Label Products segment reported a $9.6 million, or 11.5 percent, decline in sales to $74.2 million for the first nine months of 2002, compared to $83.9 million for the same period in 2001. This decline was a result of exiting the lamination business during the third quarter of 2001. Sales for our discontinued lamination business were $10.0 million for the first nine months of 2001. Excluding sales for the discontinued lamination business, sales for the first nine months of 2002 improved by $.4 million compared to the same period in the prior year. Increased volume in our automatic identification, retail shelf, ticket and inform product lines was offset by overall pricing pressures stemming from current economic conditions, as well as by volume declines in our supermarket and industrial thermal product lines.

Gross margin percentage for the segment declined from 18.6 percent for the first nine months of 2001 to 18.2 percent for the first nine months of 2002, primarily due to increased material costs and pricing pressures stemming from current economic conditions.

Selling and distribution expenses for our Label Products segment declined $1.2 million, to $6.2 million for the first nine months of 2002. As a percentage of sales, selling and distribution expenses declined from 8.8 percent for the first nine months of 2001 to 8.3 percent for the first nine months of 2002, primarily as a result of lower freight and bad debt expenses.

Administrative expenses for our Label Products segment increased $.5 million, to $2.9 million for the first nine months of 2002, primarily due to incremental costs associated with integrating information systems during the third quarter of 2002.

Our Label Products segment’s pretax income decreased $1.4 million, or 24.2 percent, to $4.3 million for the first nine months of 2002, compared to $5.7 million for the first nine months of 2001. This decline was primarily due to lower gross margin and increased administrative expenses.

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Specialty Paper Products Segment

Our Specialty Paper Products segment reported a $2.9 million, or 2.5 percent, improvement in sales for the first nine months of 2002 to $117.3 million, compared to $114.4 million for the same period last year, primarily due to the contribution of newly acquired businesses. We acquired the operating assets of Computer Imaging Supplies, Inc. on April 1, 2002 and certain assets of Dietzgen LLC on June 21, 2002. Sales increases for the Computer Imaging Supplies fraud prevention business and the Dietzgen large format business and volume improvements in our thermal, dry gum and ATM product lines, were partially offset by lower sales volumes and pricing pressures for our bond paper, cut-sheet paper, ticket, retail sale, heat seal, carbonless paper and ribbon product lines.

Gross margin percentage improved to 20.4 percent for the first nine months of 2002 as compared to a gross margin percentage of 19.5 percent for the first nine months of 2001. The improvement in gross margin percentage was attributable to a favorable sales mix and cost containment, partially offset by lower margin sales from the acquired Dietzgen business.

Selling and distribution expenses increased $.6 million, to $12.7 million for the first nine months of 2002. As a percentage of sales, selling and distribution expenses increased from 10.6 percent for the first nine months of 2001 to 10.9 percent for the first nine months of 2002, primarily due to higher distribution and marketing costs associated with our newly acquired businesses.

Administrative expenses were relatively unchanged at $4.9 million for the first nine months of 2002 and 2001.

Research and development costs increased for the first nine months of 2002 by $.2 million, to $1.3 million, primarily due to increased spending on our printed circuits technology.

Our Specialty Paper Products segment’s pretax income increased $.8 million, to $4.9 million for the first nine months of 2002. Improved gross margin more than offset increases in selling and distribution expenses and in research and development costs.

Imaging Supplies Segment

Our Imaging Supplies segment reported a $.3 million, or 1.5 percent, decline in sales to $18.2 million for the first nine months of 2002, compared to $18.5 million for the same period last year. This decline was primarily due to lower sales of high-speed products to end-user customers, as well as lower export sales, partially offset by higher sales volume of resin products and Ricoh-compatible toners.

The segment’s gross margin percentage for the first nine months of 2002 was unchanged from the same period in 2001 at 24.9 percent.

Selling and distribution expenses declined $.4 million, to $1.6 million for the first nine months of 2002. As a percentage of sales, selling and distribution expenses declined from 10.9 percent for the first nine months of 2001 to 8.9 percent for the first nine months of 2002. This decrease was due to a favorable shift in our sales channels to customers requiring lower selling and distribution costs and aggressive cost containment measures, which included cost savings from consolidating customer service.

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Administrative expenses declined $.4 million, to $.9 million for the first nine months of 2002 due to a decrease in personnel.

Research and development costs declined by $.1 million to $1.1 million for the first nine months of 2002.

Pretax income for our Imaging Supplies segment for the first nine months of 2002 was $1.0 million, an improvement of $.9 million, compared to the first nine months of 2001. Improved results were mainly due to lower selling, distribution and administrative expenses.

Liquidity, Capital Resources and Financial Condition

Cash and cash equivalents increased $251,000 from $1.1 million at December 31, 2001 to $1.3 million at September 27, 2002. Cash provided by operating and financing activities for the first nine months of 2002 was partially offset by cash used in investing activities. Cash provided by continuing operating activities of $3.9 million consisted primarily of cash flow from operations, partially offset by an increase in working capital. Net cash used in investing activities of $4.2 million consisted of $2.6 million of capital expenditures across all segments, and $1.7 million to acquire the assets of Computer Imaging Supplies, Inc. and certain assets of Dietzgen LLC. Net cash provided by financing activities of $.6 million consisted primarily of additional borrowings under our credit agreement. In conjunction with the acquisition of the Computer Imaging Supplies business, we issued a promissory note in the principal amount of $1.0 million and assumed accounts payable of $.5 million. In conjunction with the acquisition of the Dietzgen business, we recorded a contingent liability of $.4 million that will be paid out based on future sales and an accrued liability of $1.5 million in connection with our purchase of Dietzgen inventories. As of September 27, 2002, only the Computer Imaging Supplies promissory note and Dietzgen contingent liability were outstanding.

Working capital increased by $3.1 million, or 19.0 percent, from $16.5 million at December 31, 2001 to $19.7 million at September 27, 2002. Increases in cash and cash equivalents, accounts receivable and inventory, along with a decrease in accrued expenses, more than offset a decrease in other current assets and increases in accounts payable and current maturities of notes payable.

We are required to maintain certain financial covenants, such as a funded debt to EBITDA ratio, minimum EBITDA levels and a fixed charge coverage ratio, each as defined in our credit agreement with LaSalle Bank, NA and Fleet National Bank. We were in compliance with these financial covenants for the quarter ended September 27, 2002.

In our opinion, our contractual obligations at September 27, 2002, and the effect such obligations are expected to have on our liquidity and cash flows in future periods have not changed materially since December 31, 2001.

Our liquidity is affected by many factors, some based on the normal operations of our business and others related to the uncertainties of the industry and global economies. Although our cash requirements will fluctuate based on the timing of these factors, we believe that current cash and cash equivalents, cash flows from operations and amounts available under our credit agreement are sufficient to fund our planned capital expenditures, working capital needs and other operating cash requirements.

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Critical Accounting Policies

Our critical accounting policies have not changed materially from those disclosed in our Annual Report on Form 10-K for the year ended December 31, 2001.

ITEM 4. CONTROLS AND PROCEDURES

As of October 3, 2002, an evaluation was performed under the supervision and with the participation of our management, including our CEO and CFO, of the effectiveness of the design and operation of our disclosure controls and procedures. Based on that evaluation, our management, including our CEO and CFO, concluded that our disclosure controls and procedures were effective as of October 3, 2002. There have been no significant changes in our internal controls or in other factors that could significantly affect internal controls subsequent to October 3, 2002.

PART II — OTHER INFORMATION

ITEM 1. LEGAL PROCEEDINGS

In August and September 1996, two individual plaintiffs filed lawsuits in the Circuit Court of Cook County, Illinois against Nashua, Cerion, certain directors and officers of Cerion, and our underwriter, on behalf of all persons who purchased the common stock of Cerion between May 24, 1996 and July 9, 1996. These two complaints were consolidated. In March 1997, the same individual plaintiffs joined by a third plaintiff filed a Consolidated Amended Class Action Complaint (the “Consolidated Complaint”). The Consolidated Complaint alleged that, in connection with Cerion’s initial public offering, the defendants issued materially false and misleading statements and omitted the disclosure of material facts regarding, in particular, certain significant customer relationships. In October 1997, the Circuit Court on motion by the defendants, dismissed the Consolidated Complaint. The plaintiffs filed a Second Amended Consolidated Complaint alleging similar claims as the Consolidated Complaint seeking damages and injunctive relief. On May 6, 1998, the Circuit Court, on motion by the defendants, dismissed with prejudice the Second Amended Consolidated Complaint. The plaintiffs filed with the Appellate Court an appeal of the Circuit Court’s ruling. On November 19, 1999, the Appellate Court reversed the Circuit Court’s ruling that dismissed the Second Amended Consolidated Complaint. The Appellate Court ruled that the Second Amended Consolidated Complaint represented a valid claim and sent the case back to the Circuit Court for further proceedings. On December 27, 1999, we filed a Petition with the Supreme Court of Illinois. In that Petition, we asked the Supreme Court of Illinois to determine whether the Circuit Court or the Appellate Court is correct. Our Petition was denied and the case was sent to the Circuit Court for trial. Discovery has been completed, but no date has been set for trial and pre-trial motions. Non-binding mediation has been scheduled for November 21 and 22, 2002. We believe that the lawsuit is without merit and will continue to defend ourselves in this matter. We also believe that we will fully collect on our 37.1 percent ownership in Cerion common stock valued at approximately $.9 million as of September 27, 2002. Our investment in Cerion is included under Other assets in our Consolidated Balance Sheet.

ITEM 5. OTHER INFORMATION

Annual Meeting of Stockholders

Our annual Stockholders’ Meeting is scheduled to be held on May 1, 2003 at the Crown Plaza, 2 Somerset Parkway, Nashua, New Hampshire at 10:00 a.m.

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Stockholder Proposals

Any proposal that a stockholder wishes us to consider for inclusion in our proxy statement and form of proxy card for our 2003 Annual Meeting of Stockholders must be received by us on or before December 2, 2002. Such proposals should be directed to Nashua Corporation, Second Floor, 11 Trafalgar Square, Nashua, New Hampshire 03063, Attention: Clerk/Secretary.

In addition, our By-laws require all stockholder proposals to be submitted timely to our Clerk/Secretary at the above address (other than proposals submitted for inclusion in our proxy statement and form of proxy as described above). To be timely, our Clerk/Secretary must receive stockholder notice not less than 60 days nor more than 90 days prior to the 2003 Annual Meeting; provided, however, that in the event that less than 70 days’ prior disclosure of the date of our 2003 Annual Meeting is made (whether by public disclosure or written notice to stockholders), stockholder notice, to be timely, must be received no later than the close of business on the 10th day following the day on which notice of our 2003 Annual Meeting was made.

Matters Affecting Future Results

Certain information we provide in this Quarterly Report on Form 10-Q that are not related to historical results are forward-looking statements as that term is defined in the Private Securities Litigation Reform Act of 1995. These forward-looking statements address a variety of subjects, including, for example, future financial performance (including future revenues, cash flows, earnings, funding or growth rates), our on-going business strategies or prospects, and future actions to be taken by us. Statements in this quarterly report that state our intentions, plans, expectations, beliefs or predictions of future events are forward-looking statements. The matters discussed in this quarterly report also involve risks and uncertainties that may cause our actual results, levels of activity, performance or achievements to be materially different from any future results, levels of activity, performance or achievements expressed or implied by such forward-looking statements. Forward-looking statements are based on current expectations, projections and assumptions regarding future events that may not prove to be accurate. Actual results may differ materially from those projected or implied in the forward-looking statements. The following important factors and uncertainties, among others, could cause actual results to differ materially from those described in these forward-looking statements: delays or difficulties in integrating the Dietzgen purchased assets into our operations, our 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, the possibility of a final award of material damages in the Cerion securities litigation, the settlement of various tax issues, the ultimate cost of remediation for environmental matters, and other risks described from time to time in our filings with the Securities and Exchange Commission, including, without limitation, our Annual Report on Form 10-K for the year ended December 31, 2001 filed on March 19, 2002 and our Quarterly Reports on Form 10-Q for the quarterly periods ended March 29, 2002 and June 28, 2002 filed on May 9, 2002 and August 12, 2002, respectively, and the information set forth in this quarterly report should be read in light of such risks. We cannot guarantee any future results, levels of activity, performance or achievements. While we may elect to update forward-looking statements at some point in the future, we specifically disclaim any obligation to do so, even if its estimates change.

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ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K

(a) Exhibits

+10.12*	Form of Indemnification Agreement between Nashua Corporation and its directors and executive officers.
99.1*	Certificate of Chief Executive Officer pursuant to 18 U.S.C. Section 1350 dated November 8, 2002.
99.2*	Certificate of Chief Financial Officer pursuant to 18 U.S.C. Section 1350 dated November 8, 2002.
*-	Filed herewith.
+-	Identifies exhibits constituting management contracts or compensatory plans or other arrangements required to be filed as an exhibit to this Quarterly Report on Form 10-Q.

(b)	Reports on Form 8-K
	On October 21, 2002, we filed a Current Report on Form 8-K, dated October 10, 2002, reporting under Item 5 that we had reached an agreement with the Appeals Office of the United States Internal Revenue Service regarding an outstanding proposed assessment of federal income tax for the years 1992 to 1994.

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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 thereunto duly authorized.

	NASHUA CORPORATION (Registrant)
Date: November 8, 2002	By: /s/John L. Patenaude John L. Patenaude Vice President-Finance and Chief Financial Officer (principal financial and duly authorized officer)

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CERTIFICATIONS

I, Andrew B. Albert, certify that:

     1.     I have reviewed this quarterly report on Form 10-Q of Nashua Corporation;

     2.     Based on my knowledge, this quarterly report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this quarterly report;

     3.     Based on my knowledge, the financial statements, and other financial information included in this quarterly report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this quarterly report;

     4.     The registrant’s other certifying officers and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-14 and 15d-14) for the registrant and we have:

     a) designed such disclosure controls and procedures to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this quarterly report is being prepared;

     b) evaluated the effectiveness of the registrant’s disclosure controls and procedures as of a date within 90 days prior to the filing date of this quarterly report (the “Evaluation Date”); and

     c) presented in this quarterly report our conclusions about the effectiveness of the disclosure controls and procedures based on our evaluation as of the Evaluation Date;

     5.     The registrant’s other certifying officers and I have disclosed, based on our most recent evaluation, to the registrant’s auditors and the audit committee of registrant’s board of directors (or persons performing the equivalent function):

     a) all significant deficiencies in the design or operation of internal controls which could adversely affect the registrant’s ability to record, process, summarize and report financial data and have identified for the registrant’s auditors any material weaknesses in internal controls; and

     b) any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal controls; and

     6.     The registrant’s other certifying officers and I have indicated in this quarterly report whether or not there were significant changes in internal controls or in other factors that could significantly affect internal controls subsequent to the date of our most recent evaluation, including any corrective actions with regard to significant deficiencies and material weaknesses.

Dated: November 8, 2002
/s/Andrew B. Albert
Andrew B. Albert
Chairman, President and
Chief Executive Officer

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I, John L. Patenaude, certify that:

     1.     I have reviewed this quarterly report on Form 10-Q of Nashua Corporation;

     2.     Based on my knowledge, this quarterly report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this quarterly report;

     3.     Based on my knowledge, the financial statements, and other financial information included in this quarterly report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this quarterly report;

     4.     The registrant’s other certifying officers and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-14 and 15d-14) for the registrant and we have:

     a) designed such disclosure controls and procedures to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this quarterly report is being prepared;

     b) evaluated the effectiveness of the registrant’s disclosure controls and procedures as of a date within 90 days prior to the filing date of this quarterly report (the “Evaluation Date”); and

     c) presented in this quarterly report our conclusions about the effectiveness of the disclosure controls and procedures based on our evaluation as of the Evaluation Date;

     5.     The registrant’s other certifying officers and I have disclosed, based on our most recent evaluation, to the registrant’s auditors and the audit committee of registrant’s board of directors (or persons performing the equivalent function):

     a) all significant deficiencies in the design or operation of internal controls which could adversely affect the registrant’s ability to record, process, summarize and report financial data and have identified for the registrant’s auditors any material weaknesses in internal controls; and

     b) any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal controls; and

     6.     The registrant’s other certifying officers and I have indicated in this quarterly report whether or not there were significant changes in internal controls or in other factors that could significantly affect internal controls subsequent to the date of our most recent evaluation, including any corrective actions with regard to significant deficiencies and material weaknesses.

Dated: November 8, 2002
/s/John L. Patenaude
John L. Patenaude
Vice President-Finance and
Chief Financial Officer

-25- EX-10.12 3 b44515ncexv10w12.txt INDEMNIFICATION AGREEMENT EXHIBIT 10.12 INDEMNIFICATION AGREEMENT This Agreement is made as of the _____ day of __________, 2002, by and between Nashua Corporation, a Massachusetts corporation (the "Corporation"), and ________________ ("Indemnitee"), a director or officer of the Corporation. WHEREAS, it is essential to the Corporation to retain and attract as directors and officers the most capable persons available, and WHEREAS, the substantial increase in corporate litigation subjects directors and officers to expensive litigation risks at the same time that the availability of directors' and officers' liability insurance has been severely limited, and WHEREAS, it is now and has always been the express policy of the Corporation to indemnify its directors and officers so as to provide them with the maximum possible protection permitted by law, and WHEREAS, Indemnitee does not regard the protection available under the Corporation's Articles of Organization and insurance as adequate in the present circumstances, and may not be willing to serve or continue to serve as a director or officer without adequate protection, and WHEREAS, the Corporation desires Indemnitee to serve, or continue to serve, as a director or officer of the Corporation. NOW THEREFORE, the Corporation and Indemnitee do hereby agree as follows: 1. AGREEMENT TO SERVE. Indemnitee agrees to serve or continue to serve as a director or officer of the Corporation for so long as Indemnitee is duly elected or appointed or until such time as Indemnitee tenders Indemnitee's resignation in writing. 2. DEFINITIONS. As used in this Agreement: (a) The term "Proceeding" shall include any threatened, pending or completed action, suit, arbitration, alternative dispute resolution proceeding, administrative hearing or other proceeding, whether brought by or in the right of the Corporation or otherwise and whether of a civil, criminal, administrative or investigative nature, and any appeal therefrom. (b) The term "Corporate Status" shall mean the status of a person who is or was a director or officer of the Corporation, or is or was serving, or has agreed to serve, at the request of the Corporation, as a director, officer, partner, trustee, member, employee or agent of another corporation, partnership, joint venture, trust, limited liability company or other enterprise. (c) The term "Expenses" shall include, without limitation, attorneys' fees, retainers, court costs, transcript costs, fees and expenses of experts, travel expenses, duplicating costs, printing and binding costs, telephone charges, postage, delivery service fees and other disbursements or expenses of the types customarily incurred in connection with investigations, judicial or administrative proceedings or appeals, but shall not include the amount of judgments, fines or penalties against Indemnitee or amounts paid in settlement in connection with such matters. (d) References to "other enterprise" shall include employee benefit plans; references to "fines" shall include any excise tax assessed with respect to any employee benefit plan; references to "serving at the request of the Corporation" shall include any service as a director, officer, employee or agent of the Corporation which imposes duties on, or involves services by, such director, officer, employee or agent with respect to an employee benefit plan, its participants, or beneficiaries; and a person who acted in good faith and in a manner such person reasonably believed to be in the interests of the participants and beneficiaries of an employee benefit plan shall be deemed to have acted in a manner "in the best interests of the Corporation" as referred to in this Agreement. 3. INDEMNIFICATION. The Corporation shall indemnify Indemnitee in accordance with the provisions of this Paragraph 3 if Indemnitee was or is a party to or threatened to be made a party to or otherwise involved in any Proceeding by reason of the Indemnitee's Corporate Status or by reason of any action alleged to have been taken or omitted in connection therewith, against all Expenses, judgments, fines and penalties incurred by Indemnitee or on his behalf in connection with such Proceeding, unless the Indemnitee shall be finally adjudicated in such Proceeding not to have acted in good faith in the reasonable belief that Indemnitee's action was in the best interests of the Corporation or, to the extent such matter relates to service with respect to an employee benefit plan, in the best interests of the participants or beneficiaries of such employee benefit plan. The termination of any Proceeding by judgment, order, settlement, conviction or upon a plea of NOLO CONTENDERE or its equivalent, shall not, in itself, create a presumption that Indemnitee did not act in good faith in the reasonable belief that Indemnitee's action was in the best interest of the Corporation or, to the extent such matter relates to service with respect to an employee benefit plan, in the best interests of the participants or beneficiaries of such employee benefit plan. 4. SETTLEMENTS. The right to indemnification conferred in this Agreement shall include the right to be paid by the Corporation for amounts paid in settlement of any Proceeding, and all Expenses incurred in connection with such settlement, pursuant to a consent decree or otherwise, unless and to the extent it is determined pursuant to Paragraph 8 below that the Indemnitee did not act in good faith in the reasonable belief that his action was in the best interests of the Corporation or, to the extent such matter relates to service with respect to an employee benefit plan, in the best interests of the participants or beneficiaries of such employee benefit plan. 5. EXCEPTIONS TO RIGHT OF INDEMNIFICATION. Notwithstanding anything to the contrary in this Agreement, except as set forth in Paragraph 9, the Corporation shall not indemnify the Indemnitee in connection with a Proceeding (or part thereof) initiated by the Indemnitee unless the initiation thereof was approved by the Board of Directors of the Corporation. Notwithstanding anything to the contrary in this Agreement, the Corporation shall not indemnify the Indemnitee to the extent the Indemnitee is reimbursed from the proceeds of insurance, and in the event the Corporation makes any indemnification payments to the Indemnitee and the Indemnitee is subsequently reimbursed from the proceeds of insurance, the Indemnitee shall promptly refund such indemnification payments to the Corporation to the extent of such insurance reimbursement. 6. NOTIFICATION AND DEFENSE OF CLAIM. As a condition precedent to his right to be indemnified, the Indemnitee must notify the Corporation in writing as soon as practicable of any Proceeding for which indemnity will or could be sought by him and provide the Corporation with a copy of any summons, citation, subpoena, complaint, indictment, information or other document relating to such Proceeding with which he is served. With respect to any Proceeding of which the Corporation is so notified, the Corporation will be entitled to participate therein at its own expense and/or to assume the defense thereof at its own expense, with legal counsel reasonably acceptable to the Indemnitee. After notice from the Corporation to the Indemnitee of its election so to assume such defense, the Corporation shall not be liable to the Indemnitee for any fees or expenses of counsel subsequently incurred by the Indemnitee in connection with such claim, other than as provided below in this Paragraph 6. The Indemnitee shall have the right to employ his own counsel in connection with such claim, but the fees and expenses of such counsel incurred after notice from the Corporation of its assumption of the defense thereof shall be at the expense of the Indemnitee unless (i) the employment of counsel by the Indemnitee -2- has been authorized by the Corporation, (ii) counsel to the Indemnitee shall have reasonably concluded that there may be a conflict of interest or position on any significant issue between the Corporation and the Indemnitee in the conduct of the defense of such action or (iii) the Corporation shall not in fact have employed counsel to assume the defense of such action, in each of which cases the fees and expenses of counsel for the Indemnitee shall be at the expense of the Corporation, except as otherwise expressly provided by this Agreement. The Corporation shall not be entitled, without the consent of the Indemnitee, to assume the defense of any claim brought by or in the right of the Corporation or as to which counsel for the Indemnitee shall have reasonably made the conclusion provided for in clause (ii) above. The Corporation shall not be required to indemnify the Indemnitee under this Agreement for any amounts paid in settlement of any Proceeding effected without its written consent. The Corporation shall not settle any Proceeding in any manner which would impose any penalty (monetary or otherwise) or limitation on Indemnitee, or admit any liability or wrongdoing on the part of Indemnitee, without Indemnitee's written consent. The Corporation will not unreasonably withhold its consent to any proposed settlement. 7. ADVANCEMENT OF EXPENSES. Subject to the provisions of Paragraph 6 above and Paragraph 8 below, any Expenses incurred by or on behalf of the Indemnitee in defending such Proceeding shall be paid by the Corporation in advance of the final disposition of such Proceeding; PROVIDED, HOWEVER, that the payment of such Expenses incurred by or on behalf of the Indemnitee in advance of the final disposition of such Proceeding shall be made only upon receipt of an undertaking by or on behalf of the Indemnitee to repay all amounts so advanced in the event that it shall ultimately be determined that the Indemnitee is not entitled to be indemnified by the Corporation as authorized in this Agreement. Such undertaking shall be accepted without reference to the financial ability of the Indemnitee to make repayment. 8. PROCEDURE FOR INDEMNIFICATION. In order to obtain indemnification or advancement of Expenses pursuant to Paragraphs 3, 4 or 7 of this Agreement, Indemnitee shall submit to the Corporation a written request, including in such request such documentation and information as is reasonably available to Indemnitee and is reasonably necessary to determine whether and to what extent Indemnitee is entitled to indemnification or advancement of Expenses. Any such indemnification or advancement of Expenses shall be made promptly, and in any event within 60 days after receipt by the Corporation of the written request of the Indemnitee, unless the Corporation determines within such 60-day period that such Indemnitee did not meet the applicable standard of conduct set forth in Paragraph 3 or 4, as the case may be. Such determination, and any determination that advanced Expenses must be repaid to the Corporation, shall be made in each instance by (a) a majority vote of a quorum of the directors of the Corporation, (b) a majority vote of a quorum of the outstanding shares of stock of all classes entitled to vote for directors, voting as a single class, which quorum shall consist of shareholders who are not at that time parties to the Proceeding, (c) if there is no quorum of the directors of the Corporation, or if the directors so direct, independent legal counsel (who may, to the extent permitted by applicable law, be regular legal counsel to the Corporation) in a written opinion to the Board, or (d) a court of competent jurisdiction. 9. REMEDIES. The right to indemnification or advancement of Expenses as provided by this Agreement shall be enforceable by the Indemnitee in any court of competent jurisdiction if the Corporation denies such request, in whole or in part, or if no disposition thereof is made within the 60-day period referred to above in Paragraph 8. Unless otherwise required by law, the burden of proving that indemnification is not appropriate shall be on the Corporation. Neither the failure of the Corporation to have made a determination prior to the commencement of such action that indemnification is proper in the circumstances because Indemnitee has met the applicable standard of conduct, nor an actual determination by the Corporation pursuant to Paragraph 8 that Indemnitee has not met such applicable standard of conduct, shall be a defense to the action or create a presumption that Indemnitee has not met the applicable standard of conduct. Indemnitee's expenses (of the type -3- described in the definition of "Expenses" in Paragraph 2(c)) reasonably incurred in connection with successfully establishing his right to indemnification, in whole or in part, in any such Proceeding shall also be indemnified by the Corporation. 10. PARTIAL INDEMNIFICATION. If Indemnitee is entitled under any provision of this Agreement to indemnification by the Corporation for some or a portion of the Expenses, judgments, fines, penalties or amounts paid in settlement actually and reasonably incurred by him or on his behalf in connection with any Proceeding but not, however, for the total amount thereof, the Corporation shall nevertheless indemnify Indemnitee for the portion of such Expenses, judgments, fines, penalties or amounts paid in settlement to which Indemnitee is entitled. 11. SUBROGATION. In the event of any payment under this Agreement, the Corporation shall be subrogated to the extent of such payment to all of the rights of recovery of Indemnitee, who shall execute all papers required and take all action necessary to secure such rights, including execution of such documents as are necessary to enable the Corporation to bring suit to enforce such rights. 12. INDEMNIFICATION HEREUNDER NOT EXCLUSIVE. The indemnification and advancement of Expenses provided by this Agreement shall not be deemed exclusive of any other rights to which Indemnitee may be entitled under the Articles of Organization, the By-Laws, any agreement, any vote of shareholders or directors, the Massachusetts Business Corporation Law, any other law (common or statutory), or otherwise, both as to action in his official capacity and as to action in another capacity while holding office for the Corporation. Nothing contained in this Agreement shall be deemed to prohibit the Corporation from purchasing and maintaining insurance, at its expense, to protect itself or the Indemnitee against any expense, liability or loss incurred by it or him in any such capacity, or arising out of his status as such, whether or not the Indemnitee would be indemnified against such expense, liability or loss under this Agreement; provided that the Corporation shall not be liable under this Agreement to make any payment of amounts otherwise indemnifiable hereunder if and to the extent that Indemnitee has otherwise actually received such payment under any insurance policy, contract, agreement or otherwise. 13. NO SPECIAL RIGHTS. Nothing contained herein shall confer upon Indemnitee any right to continue to serve as an officer or director of the Corporation for any period of time, or at any particular rate of compensation. 14. SAVINGS CLAUSE. If this Agreement or any portion thereof shall be invalidated on any ground by any court of competent jurisdiction, then the Corporation shall nevertheless indemnify Indemnitee as to Expenses, judgments, fines, penalties and amounts paid in settlement with respect to any Proceeding to the full extent permitted by any applicable portion of this Agreement that shall not have been invalidated and to the fullest extent permitted by applicable law. 15. COUNTERPARTS. This Agreement may be executed in any number of counterparts, each of which shall constitute the original. 16. SUCCESSORS AND ASSIGNS. This Agreement shall be binding upon the Corporation and its successors and assigns and shall inure to the benefit of the estate, heirs, executors, administrators and personal representatives of Indemnitee. 17. HEADINGS. The headings of the paragraphs of this Agreement are inserted for convenience only and shall not be deemed to constitute part of this Agreement or to affect the construction thereof. 18. MODIFICATION AND WAIVER. This Agreement may be amended from time to time to reflect changes in Massachusetts law or for other reasons. No supplement, modification or amendment of this -4- Agreement shall be binding unless executed in writing by both of the parties hereto. No waiver of any of the provisions of this Agreement shall be deemed or shall constitute a waiver of any other provision hereof nor shall any such waiver constitute a continuing waiver. 19. NOTICES. All notices, requests, demands and other communications hereunder shall be in writing and shall be deemed to have been given (i) when delivered by hand or (ii) if mailed by certified or registered mail with postage prepaid, on the third day after the date on which it is so mailed: (a) if to the Indemnitee, to: [ ] (b) if to the Corporation, to: Nashua Corporation 11 Trafalgar Square, 2nd Floor Nashua, New Hampshire 03063 Attention: Chief Executive Officer or to such other address as may have been furnished to Indemnitee by the Corporation or to the Corporation by Indemnitee, as the case may be. 20. APPLICABLE LAW. This Agreement shall be governed by and construed in accordance with the laws of the Commonwealth of Massachusetts. 21. ENFORCEMENT. The Corporation expressly confirms and agrees that it has entered into this Agreement in order to induce Indemnitee to continue to serve as a director of the Corporation, and acknowledges that Indemnitee is relying upon this Agreement in continuing in such capacity. 22. ENTIRE AGREEMENT. This Agreement sets forth the entire agreement of the parties hereto in respect of the subject matter contained herein and supercedes all prior agreements, whether oral or written, by any officer, employee or representative of any party hereto in respect of the subject matter contained herein; and any prior agreement of the parties hereto in respect of the subject matter contained herein is hereby terminated and cancelled. For avoidance of doubt, the parties confirm that the foregoing does not apply to or limit the Indemnitee's rights under Massachusetts law or the Corporation's Articles of Organization or bylaws. -5- IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be duly executed as of the day and year first above written. ATTEST: NASHUA CORPORATION By_________________________ By_________________________ Name: Name: Title: Title: INDEMNITEE ___________________________ Name: -6- EX-99.1 4 b44515ncexv99w1.txt CERTIFICATION FOR ANDREW B ALBERT EXHIBIT 99.1 CERTIFICATION PURSUANT TO 18 U.S.C. SECTION 1350, AS ADOPTED PURSUANT TO SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002 In connection with the quarterly report on Form 10-Q of Nashua Corporation (the "Company") for the period ended September 27, 2002 as filed with the Securities and Exchange Commission on the date hereof (the "Report"), the undersigned, Andrew B. Albert, Chairman, President and Chief Executive Officer of the Company, hereby certifies, pursuant to 18 U.S.C. Section 1350, that: (1) the Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and (2) the information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company. /s/Andrew B. Albert ---------------------------------- Dated: November 8, 2002 Andrew B. Albert ---------------- Chairman, President and Chief Executive Officer EX-99.2 5 b44515ncexv99w2.txt CERTIFICATION FOR JOHN L PATENAUDE EXHIBIT 99.2 CERTIFICATION PURSUANT TO 18 U.S.C. SECTION 1350, AS ADOPTED PURSUANT TO SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002 In connection with the quarterly report on Form 10-Q of Nashua Corporation (the "Company") for the period ended September 27, 2002 as filed with the Securities and Exchange Commission on the date hereof (the "Report"), the undersigned, John L. Patenaude, Vice President-Finance and Chief Financial Officer of the Company, hereby certifies, pursuant to 18 U.S.C. Section 1350, that: (1) the Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and (2) the information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company. /s/John L. Patenaude --------------------------- Dated: November 8, 2002 John L. 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EX-10.12

                                                                   EXHIBIT 10.12


                            INDEMNIFICATION AGREEMENT


     This Agreement is made as of the _____ day of __________, 2002, by and
between Nashua Corporation, a Massachusetts corporation (the "Corporation"), and
________________ ("Indemnitee"), a director or officer of the Corporation.

     WHEREAS, it is essential to the Corporation to retain and attract as
directors and officers the most capable persons available, and

     WHEREAS, the substantial increase in corporate litigation subjects
directors and officers to expensive litigation risks at the same time that the
availability of directors' and officers' liability insurance has been severely
limited, and

     WHEREAS, it is now and has always been the express policy of the
Corporation to indemnify its directors and officers so as to provide them with
the maximum possible protection permitted by law, and

     WHEREAS, Indemnitee does not regard the protection available under the
Corporation's Articles of Organization and insurance as adequate in the present
circumstances, and may not be willing to serve or continue to serve as a
director or officer without adequate protection, and

     WHEREAS, the Corporation desires Indemnitee to serve, or continue to serve,
as a director or officer of the Corporation.

     NOW THEREFORE, the Corporation and Indemnitee do hereby agree as follows:

     1.   AGREEMENT TO SERVE. Indemnitee agrees to serve or continue to serve as
a director or officer of the Corporation for so long as Indemnitee is duly
elected or appointed or until such time as Indemnitee tenders Indemnitee's
resignation in writing.

     2.   DEFINITIONS. As used in this Agreement:

          (a)  The term "Proceeding" shall include any threatened, pending or
completed action, suit, arbitration, alternative dispute resolution proceeding,
administrative hearing or other proceeding, whether brought by or in the right
of the Corporation or otherwise and whether of a civil, criminal, administrative
or investigative nature, and any appeal therefrom.

          (b)  The term "Corporate Status" shall mean the status of a person who
is or was a director or officer of the Corporation, or is or was serving, or has
agreed to serve, at the request of the Corporation, as a director, officer,
partner, trustee, member, employee or agent of another corporation, partnership,
joint venture, trust, limited liability company or other enterprise.

          (c)  The term "Expenses" shall include, without limitation, attorneys'
fees, retainers, court costs, transcript costs, fees and expenses of experts,
travel expenses, duplicating costs, printing and binding costs, telephone
charges, postage, delivery service fees and other disbursements or expenses of
the types customarily incurred in connection with investigations, judicial or
administrative proceedings or appeals, but shall not include the amount of
judgments, fines or penalties against Indemnitee or amounts paid in settlement
in connection with such matters.

          (d)  References to "other enterprise" shall include employee benefit
plans; references to "fines" shall include any excise tax assessed with respect
to any employee benefit plan; references to "serving at the request of the
Corporation" shall include any service as a director, officer, employee or





agent of the Corporation which imposes duties on, or involves services by, such
director, officer, employee or agent with respect to an employee benefit plan,
its participants, or beneficiaries; and a person who acted in good faith and in
a manner such person reasonably believed to be in the interests of the
participants and beneficiaries of an employee benefit plan shall be deemed to
have acted in a manner "in the best interests of the Corporation" as referred to
in this Agreement.

     3.   INDEMNIFICATION. The Corporation shall indemnify Indemnitee in
accordance with the provisions of this Paragraph 3 if Indemnitee was or is a
party to or threatened to be made a party to or otherwise involved in any
Proceeding by reason of the Indemnitee's Corporate Status or by reason of any
action alleged to have been taken or omitted in connection therewith, against
all Expenses, judgments, fines and penalties incurred by Indemnitee or on his
behalf in connection with such Proceeding, unless the Indemnitee shall be
finally adjudicated in such Proceeding not to have acted in good faith in the
reasonable belief that Indemnitee's action was in the best interests of the
Corporation or, to the extent such matter relates to service with respect to an
employee benefit plan, in the best interests of the participants or
beneficiaries of such employee benefit plan. The termination of any Proceeding
by judgment, order, settlement, conviction or upon a plea of NOLO CONTENDERE or
its equivalent, shall not, in itself, create a presumption that Indemnitee did
not act in good faith in the reasonable belief that Indemnitee's action was in
the best interest of the Corporation or, to the extent such matter relates to
service with respect to an employee benefit plan, in the best interests of the
participants or beneficiaries of such employee benefit plan.

     4.   SETTLEMENTS. The right to indemnification conferred in this Agreement
shall include the right to be paid by the Corporation for amounts paid in
settlement of any Proceeding, and all Expenses incurred in connection with such
settlement, pursuant to a consent decree or otherwise, unless and to the extent
it is determined pursuant to Paragraph 8 below that the Indemnitee did not act
in good faith in the reasonable belief that his action was in the best interests
of the Corporation or, to the extent such matter relates to service with respect
to an employee benefit plan, in the best interests of the participants or
beneficiaries of such employee benefit plan.

     5.   EXCEPTIONS TO RIGHT OF INDEMNIFICATION. Notwithstanding anything to
the contrary in this Agreement, except as set forth in Paragraph 9, the
Corporation shall not indemnify the Indemnitee in connection with a Proceeding
(or part thereof) initiated by the Indemnitee unless the initiation thereof was
approved by the Board of Directors of the Corporation. Notwithstanding anything
to the contrary in this Agreement, the Corporation shall not indemnify the
Indemnitee to the extent the Indemnitee is reimbursed from the proceeds of
insurance, and in the event the Corporation makes any indemnification payments
to the Indemnitee and the Indemnitee is subsequently reimbursed from the
proceeds of insurance, the Indemnitee shall promptly refund such indemnification
payments to the Corporation to the extent of such insurance reimbursement.

     6.   NOTIFICATION AND DEFENSE OF CLAIM. As a condition precedent to his
right to be indemnified, the Indemnitee must notify the Corporation in writing
as soon as practicable of any Proceeding for which indemnity will or could be
sought by him and provide the Corporation with a copy of any summons, citation,
subpoena, complaint, indictment, information or other document relating to such
Proceeding with which he is served. With respect to any Proceeding of which the
Corporation is so notified, the Corporation will be entitled to participate
therein at its own expense and/or to assume the defense thereof at its own
expense, with legal counsel reasonably acceptable to the Indemnitee. After
notice from the Corporation to the Indemnitee of its election so to assume such
defense, the Corporation shall not be liable to the Indemnitee for any fees or
expenses of counsel subsequently incurred by the Indemnitee in connection with
such claim, other than as provided below in this Paragraph 6. The Indemnitee
shall have the right to employ his own counsel in connection with such claim,
but the fees and expenses of such counsel incurred after notice from the
Corporation of its assumption of the defense thereof shall be at the expense of
the Indemnitee unless (i) the employment of counsel by the Indemnitee


                                      -2-



has been authorized by the Corporation, (ii) counsel to the Indemnitee shall
have reasonably concluded that there may be a conflict of interest or position
on any significant issue between the Corporation and the Indemnitee in the
conduct of the defense of such action or (iii) the Corporation shall not in fact
have employed counsel to assume the defense of such action, in each of which
cases the fees and expenses of counsel for the Indemnitee shall be at the
expense of the Corporation, except as otherwise expressly provided by this
Agreement. The Corporation shall not be entitled, without the consent of the
Indemnitee, to assume the defense of any claim brought by or in the right of the
Corporation or as to which counsel for the Indemnitee shall have reasonably made
the conclusion provided for in clause (ii) above. The Corporation shall not be
required to indemnify the Indemnitee under this Agreement for any amounts paid
in settlement of any Proceeding effected without its written consent. The
Corporation shall not settle any Proceeding in any manner which would impose any
penalty (monetary or otherwise) or limitation on Indemnitee, or admit any
liability or wrongdoing on the part of Indemnitee, without Indemnitee's written
consent. The Corporation will not unreasonably withhold its consent to any
proposed settlement.

     7.   ADVANCEMENT OF EXPENSES. Subject to the provisions of Paragraph 6
above and Paragraph 8 below, any Expenses incurred by or on behalf of the
Indemnitee in defending such Proceeding shall be paid by the Corporation in
advance of the final disposition of such Proceeding; PROVIDED, HOWEVER, that the
payment of such Expenses incurred by or on behalf of the Indemnitee in advance
of the final disposition of such Proceeding shall be made only upon receipt of
an undertaking by or on behalf of the Indemnitee to repay all amounts so
advanced in the event that it shall ultimately be determined that the Indemnitee
is not entitled to be indemnified by the Corporation as authorized in this
Agreement. Such undertaking shall be accepted without reference to the financial
ability of the Indemnitee to make repayment.

     8.   PROCEDURE FOR INDEMNIFICATION. In order to obtain indemnification or
advancement of Expenses pursuant to Paragraphs 3, 4 or 7 of this Agreement,
Indemnitee shall submit to the Corporation a written request, including in such
request such documentation and information as is reasonably available to
Indemnitee and is reasonably necessary to determine whether and to what extent
Indemnitee is entitled to indemnification or advancement of Expenses. Any such
indemnification or advancement of Expenses shall be made promptly, and in any
event within 60 days after receipt by the Corporation of the written request of
the Indemnitee, unless the Corporation determines within such 60-day period that
such Indemnitee did not meet the applicable standard of conduct set forth in
Paragraph 3 or 4, as the case may be. Such determination, and any determination
that advanced Expenses must be repaid to the Corporation, shall be made in each
instance by (a) a majority vote of a quorum of the directors of the Corporation,
(b) a majority vote of a quorum of the outstanding shares of stock of all
classes entitled to vote for directors, voting as a single class, which quorum
shall consist of shareholders who are not at that time parties to the
Proceeding, (c) if there is no quorum of the directors of the Corporation, or if
the directors so direct, independent legal counsel (who may, to the extent
permitted by applicable law, be regular legal counsel to the Corporation) in a
written opinion to the Board, or (d) a court of competent jurisdiction.

     9.   REMEDIES. The right to indemnification or advancement of Expenses as
provided by this Agreement shall be enforceable by the Indemnitee in any court
of competent jurisdiction if the Corporation denies such request, in whole or in
part, or if no disposition thereof is made within the 60-day period referred to
above in Paragraph 8. Unless otherwise required by law, the burden of proving
that indemnification is not appropriate shall be on the Corporation. Neither the
failure of the Corporation to have made a determination prior to the
commencement of such action that indemnification is proper in the circumstances
because Indemnitee has met the applicable standard of conduct, nor an actual
determination by the Corporation pursuant to Paragraph 8 that Indemnitee has not
met such applicable standard of conduct, shall be a defense to the action or
create a presumption that Indemnitee has not met the applicable standard of
conduct. Indemnitee's expenses (of the type


                                      -3-




described in the definition of "Expenses" in Paragraph 2(c)) reasonably incurred
in connection with successfully establishing his right to indemnification, in
whole or in part, in any such Proceeding shall also be indemnified by the
Corporation.

     10.  PARTIAL INDEMNIFICATION. If Indemnitee is entitled under any provision
of this Agreement to indemnification by the Corporation for some or a portion of
the Expenses, judgments, fines, penalties or amounts paid in settlement actually
and reasonably incurred by him or on his behalf in connection with any
Proceeding but not, however, for the total amount thereof, the Corporation shall
nevertheless indemnify Indemnitee for the portion of such Expenses, judgments,
fines, penalties or amounts paid in settlement to which Indemnitee is entitled.

     11.  SUBROGATION. In the event of any payment under this Agreement, the
Corporation shall be subrogated to the extent of such payment to all of the
rights of recovery of Indemnitee, who shall execute all papers required and take
all action necessary to secure such rights, including execution of such
documents as are necessary to enable the Corporation to bring suit to enforce
such rights.

     12.  INDEMNIFICATION HEREUNDER NOT EXCLUSIVE. The indemnification and
advancement of Expenses provided by this Agreement shall not be deemed exclusive
of any other rights to which Indemnitee may be entitled under the Articles of
Organization, the By-Laws, any agreement, any vote of shareholders or directors,
the Massachusetts Business Corporation Law, any other law (common or statutory),
or otherwise, both as to action in his official capacity and as to action in
another capacity while holding office for the Corporation. Nothing contained in
this Agreement shall be deemed to prohibit the Corporation from purchasing and
maintaining insurance, at its expense, to protect itself or the Indemnitee
against any expense, liability or loss incurred by it or him in any such
capacity, or arising out of his status as such, whether or not the Indemnitee
would be indemnified against such expense, liability or loss under this
Agreement; provided that the Corporation shall not be liable under this
Agreement to make any payment of amounts otherwise indemnifiable hereunder if
and to the extent that Indemnitee has otherwise actually received such payment
under any insurance policy, contract, agreement or otherwise.

     13.  NO SPECIAL RIGHTS. Nothing contained herein shall confer upon
Indemnitee any right to continue to serve as an officer or director of the
Corporation for any period of time, or at any particular rate of compensation.

     14.  SAVINGS CLAUSE. If this Agreement or any portion thereof shall be
invalidated on any ground by any court of competent jurisdiction, then the
Corporation shall nevertheless indemnify Indemnitee as to Expenses, judgments,
fines, penalties and amounts paid in settlement with respect to any Proceeding
to the full extent permitted by any applicable portion of this Agreement that
shall not have been invalidated and to the fullest extent permitted by
applicable law.

     15.  COUNTERPARTS. This Agreement may be executed in any number of
counterparts, each of which shall constitute the original.

     16.  SUCCESSORS AND ASSIGNS. This Agreement shall be binding upon the
Corporation and its successors and assigns and shall inure to the benefit of the
estate, heirs, executors, administrators and personal representatives of
Indemnitee.

     17.  HEADINGS. The headings of the paragraphs of this Agreement are
inserted for convenience only and shall not be deemed to constitute part of this
Agreement or to affect the construction thereof.

     18.  MODIFICATION AND WAIVER. This Agreement may be amended from time to
time to reflect changes in Massachusetts law or for other reasons. No
supplement, modification or amendment of this


                                      -4-



Agreement shall be binding unless executed in writing by both of the parties
hereto. No waiver of any of the provisions of this Agreement shall be deemed or
shall constitute a waiver of any other provision hereof nor shall any such
waiver constitute a continuing waiver.

     19.  NOTICES. All notices, requests, demands and other communications
hereunder shall be in writing and shall be deemed to have been given (i) when
delivered by hand or (ii) if mailed by certified or registered mail with postage
prepaid, on the third day after the date on which it is so mailed:

          (a)  if to the Indemnitee, to:

                   [             ]

          (b)  if to the Corporation, to:

                   Nashua Corporation
                   11 Trafalgar Square, 2nd Floor
                   Nashua, New Hampshire  03063
                   Attention:  Chief Executive Officer

or to such other address as may have been furnished to Indemnitee by the
Corporation or to the Corporation by Indemnitee, as the case may be.

     20.  APPLICABLE LAW. This Agreement shall be governed by and construed in
accordance with the laws of the Commonwealth of Massachusetts.

     21.  ENFORCEMENT. The Corporation expressly confirms and agrees that it has
entered into this Agreement in order to induce Indemnitee to continue to serve
as a director of the Corporation, and acknowledges that Indemnitee is relying
upon this Agreement in continuing in such capacity.

     22.  ENTIRE AGREEMENT. This Agreement sets forth the entire agreement of
the parties hereto in respect of the subject matter contained herein and
supercedes all prior agreements, whether oral or written, by any officer,
employee or representative of any party hereto in respect of the subject matter
contained herein; and any prior agreement of the parties hereto in respect of
the subject matter contained herein is hereby terminated and cancelled. For
avoidance of doubt, the parties confirm that the foregoing does not apply to or
limit the Indemnitee's rights under Massachusetts law or the Corporation's
Articles of Organization or bylaws.

                                      -5-





     IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
duly executed as of the day and year first above written.


ATTEST:                                     NASHUA CORPORATION



By_________________________                 By_________________________
Name:                                       Name:
Title:                                      Title:



                                            INDEMNITEE


                                            ___________________________
                                            Name:



                                      -6-

EX-99.1

                                                                    EXHIBIT 99.1



                CERTIFICATION PURSUANT TO 18 U.S.C. SECTION 1350,
                             AS ADOPTED PURSUANT TO
                  SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002


     In connection with the quarterly report on Form 10-Q of Nashua Corporation
(the "Company") for the period ended September 27, 2002 as filed with the
Securities and Exchange Commission on the date hereof (the "Report"), the
undersigned, Andrew B. Albert, Chairman, President and Chief Executive Officer
of the Company, hereby certifies, pursuant to 18 U.S.C. Section 1350, that:

          (1) the Report fully complies with the requirements of Section 13(a)
     or 15(d) of the Securities Exchange Act of 1934; and

          (2) the information contained in the Report fairly presents, in all
     material respects, the financial condition and results of operations of the
     Company.



                                            /s/Andrew B. Albert
                                            ----------------------------------
Dated:   November 8, 2002                   Andrew B. Albert
         ----------------                   Chairman, President and
                                            Chief Executive Officer

EX-99.2

                                                                    EXHIBIT 99.2



                CERTIFICATION PURSUANT TO 18 U.S.C. SECTION 1350,
                             AS ADOPTED PURSUANT TO
                  SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002


     In connection with the quarterly report on Form 10-Q of Nashua Corporation
(the "Company") for the period ended September 27, 2002 as filed with the
Securities and Exchange Commission on the date hereof (the "Report"), the
undersigned, John L. Patenaude, Vice President-Finance and Chief Financial
Officer of the Company, hereby certifies, pursuant to 18 U.S.C. Section 1350,
that:

          (1) the Report fully complies with the requirements of Section 13(a)
     or 15(d) of the Securities Exchange Act of 1934; and

          (2) the information contained in the Report fairly presents, in all
     material respects, the financial condition and results of operations of the
     Company.



                                            /s/John L. Patenaude
                                            ---------------------------
Dated:   November 8, 2002                   John L. Patenaude
         ------------------                 Vice President-Finance and
                                            Chief Financial Officer