8-K

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT
Pursuant to Section 13 or 15(d)
of The Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): October 4, 2004

NASHUA CORPORATION

(Exact name of registrant as specified in its charter)

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

11 Trafalgar Square, 2nd Floor
Nashua, New Hampshire 03063
(Address of principal executive offices and zip code)

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

Not Applicable
(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2 below):

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

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

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

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

TABLE OF CONTENTS

	Item 8.01 – Other Events
	Item 9.01 — Financial Statements and Exhibits
SIGNATURES
EX-99.1 PRESS RELEASE DATED 10-4-2004

Item 8.01 – Other Events

On October 4, 2004, Nashua Corporation issued a press release announcing that Minnesota Life, a subsidiary of Securian Financial Group, had assumed the liability for, and the administration of, death benefit payments for approximately 580 retirees of the Company. The full text of the press release issued in connection with the announcement is attached as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated herein by reference.

Item 9.01 — Financial Statements and Exhibits

(c) Exhibits

Exhibit
Number	Description
99.1	Press Release dated October 4, 2004

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

	NASHUA CORPORATION
Date: October 5, 2004	By	/s/ John L. Patenaude
		John L. Patenaude Vice President-Finance, Chief Financial Officer and Treasurer

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EX-99.1

Exhibit 99.1

Contact:	Andy Albert/John Patenaude	Judy Brennan/Rich Coyle
	Nashua Corporation	Citigate Sard Verbinnen
	847-318-1710/603-880-2145	212-687-8080

NASHUA CORPORATION TRANSFERS
RETIREE DEATH BENEFIT LIABILITY

Transfer to Minnesota Life allows Nashua to realize non-cash, pretax gain of approximately $900,000

NASHUA, N.H., October 4, 2004 — Nashua Corporation (NYSE: NSH), a manufacturer and marketer of labels, thermal specialty papers and imaging products, today announced that Minnesota Life, a subsidiary of Securian Financial Group, has assumed the liability for, and the administration of, death benefit payments for approximately 580 of the Company’s retirees. Under terms of the agreement, which was effective October 1, 2004, Nashua made a $2.4 million one-time premium payment to Minnesota Life to assume the liability for future retiree death benefit payments.

Previously, retiree death benefit payment responsibility was assumed directly by Nashua, which carried a $3.3 million liability on its balance sheet to meet the future payment obligations. As a result of the transaction in the third quarter, Nashua will realize a one-time, non-cash pretax gain of approximately $900,000, which represents the difference between the removal of the liability from the balance sheet and the payment to Minnesota Life.

In addition to the transfer of the death benefit liability the Company indicated that the third quarter results also would reflect interest income of approximately $300,000 related to interest due from the Internal Revenue Service on a 1993 tax issue which was resolved in favor of the Company and a one time expense of approximately $164,000 in connection with a payment to the Company’s directors in lieu of stock options.

“The transfer of the retiree death benefit liability to Minnesota Life is another example of opportunistically removing long standing legacy liabilities on a basis which strengthens our financial position,” said Andrew Albert, Nashua’s Chairman, President and Chief Executive Officer.

About Nashua

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

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Forward-looking Statements

This press release contains forward-looking statements as that term is defined in the Private Securities Litigation Reform Act of 1995, including earnings, revenue, future growth, gross margin, cost containment and profitability projections. When used in this press release, the words “plan,” “should,” “will,” “expects,” “anticipates,” “predict” and similar expressions are intended to identify such forward-looking statements. Such forward-looking statements are subject to risks and uncertainties, which could cause actual results to differ materially from those anticipated. Such risks and uncertainties include, but are not limited to, the Company’s future capital needs and resources, fluctuations in customer demand, intensity of competition from other vendors, timing and acceptance of new product introductions, delays or difficulties in programs designed to increase sales and profitability, general economic and industry conditions, the settlement of various tax issues, and other risks set forth in the Company’s filings with the Securities and Exchange Commission, and the information set forth herein should be read in light of such risks. In addition, any forward-looking statements represent the Company’s estimates only as of the date of this press release and should not be relied upon as representing the Company’s estimates as of any subsequent date. While the Company may elect to update forward-looking statements at some point in the future, the Company specifically disclaims any obligation to do so, even if its estimates change.