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): August 1, 2005

NASHUA CORPORATION

(Exact name of registrant as specified in its charter)

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

11 Trafalgar Square, Suite 201
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):

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

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

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

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

Item 3.01. Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing

On August 1, 2005, Nashua Corporation received an official notice from the New York Stock Exchange (“NYSE”) stating that a review of the current financial condition of Nashua shows that Nashua does not currently meet certain revised NYSE continued listing criteria that became applicable to Nashua and the other listed companies on July 29, 2005 because Nashua’s total market capitalization was less than $75 million over a 30-day trading period and Nashua’s shareholders’ equity was less than $75 million. Nashua is reviewing its alternatives, which include either working with the NYSE or listing or quotation on another national exchange or market.

Under the rules of the NYSE, Nashua has 45 days to provide a plan to the NYSE to become compliant with the revised NYSE continued listing requirements within 18 months or face possible delisting. In the event Nashua fails to meet the revised continued listing requirements within this time period, NYSE would then commence delisting procedures for Nashua’s common stock.

On August 4, 2005, Nashua issued a press release announcing the receipt of the official notice from the NYSE. A copy of the press release is attached to this Current Report on Form 8-K as Exhibit 99.1.

Item 9.01.  Financial Statements and Exhibits

(c)	Exhibits
	See Exhibit Index attached hereto.

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: August 5, 2005	By:	/s/ John L. Patenaude
		John L. Patenaude
		Vice President-Finance, Chief Financial Officer and Treasurer

2

EXHIBIT INDEX

Exhibit
No.	Description
99.1	Press release dated August 4, 2005

EX-99.1

Exhibit 99.1

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

NASHUA RECEIVES NEW YORK STOCK EXCHANGE NOTICE
REGARDING REVISED SHAREHOLDER EQUITY LISTING REQUIREMENTS

     NASHUA, N.H., August 4, 2005 — Nashua Corporation (NYSE: NSH) announced today that it received formal notice from the New York Stock Exchange (NYSE) on August 1, 2005 that Nashua currently does not meet certain revised NYSE continued listing criteria that now include a requirement that listed companies have a minimum of $75 million in stockholders’ equity and an average market capitalization of at least $75 million over a 30-day period. Beginning on August 8, 2005, the NYSE will disseminate on the consolidated tape a ‘.BC’ indicator to identify the Company as non-compliant and also will identify it as non-compliant on its web site.

Nashua’s stockholders’ equity was $65.8 million as of July 1, 2005, and its market capitalization, based on 6.2 million shares of common stock outstanding and a $8.35 per share closing price of Nashua’s common stock on July 29, 2005, was approximately $51.8 million.

     “The NYSE notification simply means that it has reset the bar in terms of the minimum size for companies that are listed on the New York Stock Exchange. We are reviewing our available alternatives, which include either working with NYSE or listing or quotation on another national exchange or market,” said Andrew Albert, Nashua’s Chairman, President and Chief Executive Officer. “Our listing status has no impact on our operations, financial status or on our future prospects.”

     Under the new NYSE rules, Nashua has 45 days to provide a plan to NYSE to become compliant with the more stringent requirements within 18 months or face possible delisting. In the event Nashua fails to meet the new listing requirements during this time period, NYSE would then commence delisting procedures for Nashua’s common stock.

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. Nashua’s products include thermal coated papers, pressure-sensitive labels, colored 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.

2

Forward-looking Statements

     This press release contains forward-looking statements as that term is defined in the Private Securities Litigation Reform Act of 1995. When used in this press release, the words “should,” “will,” 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 impairment of good will, 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.