SC TO-I

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

SCHEDULE TO

TENDER OFFER STATEMENT UNDER SECTION 14(D)(1) OR 13(E)(1) OF
THE SECURITIES EXCHANGE ACT OF 1934

NASHUA CORPORATION

(Name of Subject Company (Issuer))

NASHUA CORPORATION (ISSUER)

(Name of Filing Person (Offeror and Issuer))

COMMON STOCK, PAR VALUE $1.00 PER SHARE
(Title of Class of Securities)

Common Stock: 631226107
(CUSIP Number of Class of Securities)

John L. Patenaude
Vice President — Finance, Chief Financial Officer and Treasurer
Nashua Corporation
11 Trafalgar Square
Suite 201
Nashua, New Hampshire 03063
Telephone: (603) 880-2323
(Name, Address and Telephone Number of Person Authorized
to Receive Notices and Communications on Behalf of Filing Persons)

Copies to:
Stephen P. Katz, Esq.
Peckar & Abramson, P.C.
70 Grand Avenue
River Edge, New Jersey 07661
Telephone: (201) 343-3434

CALCULATION OF FILING FEE

Transaction Valuation*	Amount of Filing Fee**
$19,950,000	$612.47

*	Estimated solely for purposes of determining the amount of the filing fee. Pursuant to Rule 0-11(b)(1) of the Securities Exchange Act of 1934, as amended, the Transaction Valuation was calculated assuming that an aggregate of 1,900,000 shares of common stock, par value $1.00 per share, are purchased at the tender offer price of $10.50 per share.
**	The amount of the filing fee, calculated in accordance with Rule 0-11(b)(1) of the Securities Exchange Act of 1934, as amended, equals $30.70 per million of the value of the transaction.

o Check the box if any part of the fee is offset as provided by Rule 0-11(a)(2) and identify the filing with which the offsetting fee was previously paid. Identify the previous filing by registration statement number or the Form or Schedule and the date of its filing.

Amount Previously Paid:	N/A	Filing Party:	N/A
Form or Registration No.:	N/A	Date Filed:	N/A

o Check the box if the filing relates solely to preliminary communications made before the commencement of a tender offer.

Check the appropriate boxes below to designate any transactions to which the statement relates:

o third-party tender offer subject to Rule 14d-1.

þ issuer tender offer subject to Rule 13e-4.

o going-private transaction subject to Rule 13e-3.

o amendment to Schedule 13D under Rule 13d-2.

Check the following box if the filing is a final amendment reporting the results of the tender offer: o

TABLE OF CONTENTS

	Item 1. Summary Term Sheet.
	Item 2. Subject Company Information.
	Item 3. Identity and Background of Filing Person.
	Item 4. Terms of the Transaction.
	Item 5. Past Contacts, Transactions, Negotiations and Agreements.
	Item 6. Purposes of the Transaction and Plans or Proposals.
	Item 7. Source and Amount of Funds or Other Consideration.
	Item 8. Interest in Securities of the Subject Company.
	Item 9. Persons/Assets Retained, Employed, Compensated or Used.
	Item 10. Financial Statements.
	Item 11. Additional Information
	Item 13. Information Required by Schedule 13E-3.
SIGNATURE
EXHIBIT INDEX
Ex-(a)(1)(A) Offer to Purchase, dated May 29, 2007
Ex-(a)(1)(B) Letter of Transmittal
Ex-(a)(1)(C) Notice of Guaranteed Delivery
Ex-(a)(1)(D) Letter to Brokers, Dealers, Commercial Banks, Trust Companies and Other Nominees, dated May 29, 2007
Ex-(a)(1)(E) Letter to Clients for use by Brokers, Dealers, Commercial Banks, Trust Companies and Other Nominees, dated May 29, 2007
Ex-(a)(1)(F) Letter to Shareholders from the President and Chief Executive Officer, dated May 29, 2007
Ex-(a)(1)(G) Instruction Letter and Trustee Direction Form for Participants in the Nashua Corporation Employees' Savings Plan
Ex-(a)(1)(H) Press Release, dated May 29, 2007
Ex-(a)(1)(I) Summary Advertisement to be Published in The Wall Street Journal

     This Tender Offer Statement on Schedule TO (“Schedule TO”) relates to the tender offer by Nashua Corporation, a Massachusetts corporation (“Nashua” or the “Company”), to purchase for cash up to 1,900,000 shares of its common stock, par value $1.00 per share, at a price per share of $10.50, net to the seller in cash, without interest, upon the terms and subject to the conditions set forth in the offer to purchase, dated May 29, 2007 (the “Offer to Purchase”), and the related letter of transmittal (the “Letter of Transmittal”), which together, as each may be amended and supplemented from time to time, constitute the tender offer. This Schedule TO is intended to satisfy the reporting requirements of Rule 13e-4(c)(2) of the Securities Exchange Act of 1934, as amended. The information contained in the Offer to Purchase and the related Letter of Transmittal, copies of which are attached to this Schedule TO as Exhibits (a)(1)(A) and (a)(1)(B) respectively, is incorporated herein by reference in response to all of the items of this Schedule TO as more particularly described below.

Item 1. Summary Term Sheet.

     The information set forth under “Summary Term Sheet” in the Offer to Purchase is incorporated herein by reference.

Item 2. Subject Company Information.

(a)	The name of the issuer is Nashua Corporation. The address of Nashua’s principal executive office is 11 Trafalgar Square, Suite 201, Nashua, New Hampshire 03063. Nashua’s telephone number is (603) 880-2323.
(b)	Securities. The information set forth in the Introduction to the Offer to Purchase is incorporated herein by reference.
(c)	Trading Market and Price. The information set forth in Section 8 of the Offer to Purchase (“Price Range of Shares; Dividends; Prior Issuer Purchases”) is incorporated herein by reference.

Item 3. Identity and Background of Filing Person.

     Nashua is the filing person. Nashua’s business address and business telephone number are set forth in Item 2(a) above. The information set forth in Section 11 of the Offer to

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Purchase (“Interests of Directors, Executive Officers and Affiliates; Transactions and Arrangements Concerning Shares”) is incorporated herein by reference.

     The following persons are the executive officers and/or directors of Nashua:

Name	Position
Thomas G. Brooker	President, Chief Executive Officer, Director
John L. Patenaude	Vice President — Finance, Chief Financial Officer
	and Treasurer
Margaret M. Callan	Corporate Controller and Chief Accounting Officer
Thomas M. Kubis	Vice President of Operations
William Todd McKeown	Vice President of Sales and Marketing
Michael D. Travis	Vice President of Marketing
Donald A. Granholm	Vice President — Supply Chain Management
Andrew B. Albert	Non-Executive Chairman of the Board, Director
L. Scott Barnard	Director
Avrum Gray	Director
Michael T. Leatherman	Director
George R. Mrkonic, Jr.	Director
Mark E. Schwarz	Director

     The business address and telephone number of each of the above executive officers and directors is c/o Nashua Corporation, 11 Trafalgar Square, Suite 201, Nashua, New Hampshire 03063, and (603) 880-2323.

Item 4. Terms of the Transaction.

(a) Material Terms. The following sections of the Offer to Purchase contain information regarding the material terms of the transaction and are incorporated herein by reference:

• Summary Term Sheet;

• Introduction;

• Section 1 (“Terms of the Tender Offer”);

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• Section 2 (“Purpose of the Tender Offer; Certain Effects of the Tender Offer”);

• Section 3 (“Procedures for Tendering Shares”);

• Section 4 (“Withdrawal Rights”);

• Section 5 (“Purchase of Shares and Payment of Purchase Price”);

• Section 6 (“Conditional Tender of Shares”);

• Section 7 (“Conditions of the Tender Offer”);

• Section 9 (“Source and Amount of Funds”);

• Section 11 (“Interests of Directors, Executive Officers and Affiliates; Transactions and Arrangements Concerning Shares”);

• Section 13 (“Material United States Federal Income Tax Consequences”); and

• Section 14 (“Extension of the Tender Offer; Termination; Amendment”).

(b) Purchases. The information set forth in Section 11 of the Offer to Purchase (“Interests of Directors, Executive Officers and Affiliates; Transactions and Arrangements Concerning Shares”) is incorporated herein by reference.

Item 5. Past Contacts, Transactions, Negotiations and Agreements.

     The information set forth in Section 11 of the Offer to Purchase (“Interests of Directors, Executive Officers and Affiliates; Transactions and Arrangements Concerning Shares”) is incorporated herein by reference.

Item 6. Purposes of the Transaction and Plans or Proposals.

(a)	Purposes. The information set forth in the Summary Term Sheet and Section 2 of the Offer to Purchase (“Purpose of the Tender Offer; Certain Effects of the Tender Offer”) is incorporated herein by reference.
(b)	Use of Securities Acquired. The information set forth in Section 2 of the Offer to Purchase (“Purpose of the Tender Offer; Certain Effects of the Tender Offer”) is incorporated herein by reference.
(c)	Plans. The information set forth in Section 2 of the Offer to Purchase (“Purpose of the Tender Offer; Certain Effects of the Tender Offer”) and in Section 10 of the Offer to Purchase (“Certain Information About Nashua”) is incorporated herein by reference.

Item 7. Source and Amount of Funds or Other Consideration.

     The information set forth in Section 9 of the Offer to Purchase (“Source and Amount of Funds”) is incorporated herein by reference.

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Item 8. Interest in Securities of the Subject Company.

     The information set forth in Section 11 of the Offer to Purchase (“Interests of Directors, Executive Officers and Affiliates; Transactions and Arrangements Concerning Shares”) is incorporated herein by reference.

Item 9. Persons/Assets Retained, Employed, Compensated or Used.

     The information set forth in Section 15 of the Offer to Purchase (“Fees and Expenses”) is incorporated herein by reference.

Item 10. Financial Statements.

     The information set forth in Section 10 of the Offer to Purchase (“Certain Information About Nashua — Certain Financial Information”) is incorporated herein by reference.

Item 11. Additional Information.

(a)

Agreements, Regulatory Requirements and Legal Proceedings. The information set forth in Section 10 of the Offer to Purchase (“Certain Information About Nashua”), Section 11 of the Offer to Purchase (“Interests of Directors, Executive Officers and Affiliates; Transactions and Arrangements Concerning Shares”) and Section 12 of the Offer to Purchase (“Legal Matters; Regulatory Approvals”) is incorporated herein by reference.

(b)

Other Material Information. The information set forth in the Offer to Purchase and the accompanying Letter of Transmittal, copies of which are filed with this Schedule TO as Exhibits (a)(1)(A) and (a)(1)(B), respectively, as each may be amended or supplemented from time to time, is incorporated herein by reference.

     The Company undertakes to amend and disseminate as necessary a revised Schedule TO to incorporate by reference future periodic reports made by the Company.

Item 12. Exhibits.

(a)(1)(A) Offer to Purchase, dated May 29, 2007

(a)(1)(B) Letter of Transmittal (including Guidelines for Certification of Taxpayer Identification Number on Substitute Form W-9)

(a)(1)(C) Notice of Guaranteed Delivery

(a)(1)(D) Letter to Brokers, Dealers, Commercial Banks, Trust Companies and Other Nominees, dated May 29, 2007

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(a)(1)(E) Letter to Clients for use by Brokers, Dealers, Commercial Banks, Trust Companies and Other Nominees, dated May 29, 2007

(a)(1)(F) Letter to Shareholders from the President and Chief Executive Officer, dated May 29, 2007

(a)(1)(G) Instruction Letter and Trustee Direction Form for Participants in the Nashua Corporation Employees’ Savings Plan

(a)(1)(H) Press Release, dated May 29, 2007

(a)(1)(I) Summary Advertisement to be Published in The Wall Street Journal

(a)(2)-(a)(5) Not applicable

(b)	Second Amended and Restated Loan Agreement by and among Nashua, LaSalle Bank National Association and Bank of America1
(d)	Not applicable
(g)	Not applicable
(h)	Not applicable

Item 13. Information Required by Schedule 13E-3.

     Not applicable.

¹ Incorporated by reference to Nashua’s Current Report on Form 8-K, filed with the SEC on May 29, 2007

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SIGNATURE

     After due inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

NASHUA CORPORATION
By:	/s/ John L. Patenaude
	Name:	John L. Patenaude
	Title:	Vice President — Finance, Chief Financial Officer and Treasurer

Dated: May 29, 2007

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EXHIBIT INDEX

Exhibit Number	Description
(a)(1)(A)	Offer to Purchase, dated May 29, 2007
(a)(1)(B)	Letter of Transmittal (including Guidelines for Certification of Taxpayer
	Identification Number on Substitute Form W-9)
(a)(1)(C)	Notice of Guaranteed Delivery
(a)(1)(D)	Letter to Brokers, Dealers, Commercial Banks, Trust Companies and Other Nominees,
	dated May 29, 2007
(a)(1)(E)	Letter to Clients for use by Brokers, Dealers, Commercial Banks, Trust Companies and
	Other Nominees, dated May 29, 2007
(a)(1)(F)	Letter to Shareholders from the President and Chief Executive Officer, dated May 29, 2007
(a)(1)(G)	Instruction Letter and Trustee Direction Form for Participants in the Nashua
	Corporation Employees’ Savings Plan
(a)(1)(H)	Press Release, dated May 29, 2007
(a)(1)(I)	Summary Advertisement to be Published in The Wall Street Journal
(a)(2)-(a)(5)	Not applicable
(b)	Second Amended and Restated Loan Agreement by and among Nashua, LaSalle
	Bank National Association and Bank of America1
(d)	Not applicable
(g)	Not applicable
(h)	Not applicable

¹ Incorporated by reference to Nashua’s Current Report on Form 8-K, filed with the SEC on May 29, 2007

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EX-99.(A)(1)(A)

EXHIBIT (a)(1)(A)

Offer to Purchase for Cash by

up to 1,900,000 Shares of its Common Stock
at a Purchase Price of $10.50 per Share

THE TENDER OFFER, PRORATION PERIOD AND WITHDRAWAL RIGHTS WILL EXPIRE AT 12:00 MIDNIGHT, NEW YORK CITY TIME, ON JUNE 28, 2007, UNLESS THE COMPANY EXTENDS THE TENDER OFFER.

Nashua Corporation, a Massachusetts corporation (referred to herein as “we,” “us,” the “Company” or “Nashua”), is offering to purchase for cash up to 1,900,000 shares of its common stock, par value $1.00 per share (“common stock”), at a price of $10.50 per share, net to the seller in cash, after any applicable withholding taxes and without interest, upon the terms and subject to the conditions set forth in this document and the related Letter of Transmittal (which together, as they may be amended and supplemented from time to time, constitute the tender offer). Unless the context otherwise requires, all references to shares mean our common stock.

We will purchase only shares that are properly tendered and that are not properly withdrawn, on the terms and subject to the conditions of the tender offer. However, because of the odd lot priority, conditional tender and proration provisions described in this document, we may not purchase all of the shares tendered if more than the number of shares we seek are properly tendered. We will not purchase shares tendered at prices other than $10.50 per share or shares that we do not accept for purchase because of odd lot priority, conditional tender or proration provisions. Shares not purchased in the tender offer will be returned to the tendering shareholders at our expense promptly after the expiration of the tender offer. See Section 1.

THE TENDER OFFER IS NOT CONDITIONED UPON ANY MINIMUM NUMBER OF SHARES BEING TENDERED. HOWEVER, THE TENDER OFFER IS SUBJECT TO OTHER CONDITIONS. SEE SECTION 7.

The dealer manager for the tender offer is:

Offer to Purchase, dated May 29, 2007

IMPORTANT

If you wish to tender all of your shares, you should either (1) complete and sign a Letter of Transmittal according to the instructions in the Letter of Transmittal and mail or deliver it, together with any required signature guarantee and any other required documents, including the share certificates, to American Stock Transfer & Trust Company, the depositary for the tender offer, or (2) tender the shares according to the procedure for book-entry transfer described in Section 3, or (3) request a broker, dealer, commercial bank, trust company or other nominee to effect the transaction for you. If your shares are registered in the name of a broker, dealer, commercial bank, trust company or other nominee, you should contact that nominee if you desire to tender your shares. If you desire to tender your shares and (1) your share certificates are not immediately available or cannot be delivered to the depositary, (2) you cannot comply with the procedure for book-entry transfer, or (3) you cannot deliver the other required documents to the depositary by the expiration of the tender offer, you must tender your shares according to the guaranteed delivery procedure described in Section 3. If you are a participant in the Nashua Corporation Employees’ Savings Plan and you wish to tender any of your shares held in that plan, you must follow the separate instructions and procedures described in Section 3 of this Offer to Purchase, and you must review the separate materials related to that plan that are enclosed with this Offer to Purchase for instructions.

OUR BOARD OF DIRECTORS HAS UNANIMOUSLY APPROVED THE TENDER OFFER. HOWEVER, NEITHER WE NOR OUR BOARD OF DIRECTORS NOR THE DEALER MANAGER, THE DEPOSITARY OR THE INFORMATION AGENT MAKES ANY RECOMMENDATION TO YOU AS TO WHETHER YOU SHOULD TENDER OR REFRAIN FROM TENDERING YOUR SHARES. YOU MUST MAKE YOUR OWN DECISION AS TO WHETHER TO TENDER YOUR SHARES AND, IF YOU DO, HOW MANY SHARES TO TENDER. IN MAKING YOUR DECISION, YOU SHOULD READ CAREFULLY THE INFORMATION IN THIS OFFER TO PURCHASE AND IN THE RELATED LETTER OF TRANSMITTAL, INCLUDING OUR REASONS FOR MAKING THE TENDER OFFER. ALL OF OUR DIRECTORS AND EXECUTIVE OFFICERS HAVE ADVISED US THAT THEY DO NOT INTEND TO TENDER ANY OF THEIR SHARES IN THE TENDER OFFER.

Our common stock is listed and traded on the NASDAQ Global Market (the “Nasdaq”) under the trading symbol “NSHA.” We publicly announced the tender offer on May 29, 2007. On May 25, 2007, the last trading day prior to printing this Offer to Purchase, the reported closing price of our common stock on the Nasdaq was $8.82 per share. We urge shareholders to obtain current market quotations for our common stock before deciding whether to tender their shares. See Section 8.

You may direct questions and requests for assistance to Georgeson Inc., the information agent for the tender offer, at the address and telephone numbers set forth on the back cover page of this document. You may direct requests for additional copies of this document, the Letter of Transmittal or the Notice of Guaranteed Delivery to Georgeson Inc.

We are not making the tender offer to (nor will we accept any tender of shares from or on behalf of) shareholders in any jurisdiction in which the making of the tender offer or the acceptance of any tender of shares would not be in compliance with the laws of such jurisdiction. However, we may, at our discretion, take such action as we may deem necessary for us to make the tender offer in any such jurisdiction and extend the tender offer to shareholders in such jurisdiction.

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TABLE OF CONTENTS

			Page
SUMMARY TERM SHEET				iii
FORWARD-LOOKING STATEMENTS AND SPECIAL FACTORS				viii
INTRODUCTION				1
THE TENDER OFFER				2
	1.	Terms of the Tender Offer		2
	2.	Purpose of the Tender Offer; Certain Effects of the Tender Offer		4
	3.	Procedures for Tendering Shares		7
	4.	Withdrawal Rights		10
	5.	Purchase of Shares and Payment of Purchase Price		11
	6.	Conditional Tender of Shares		12
	7.	Conditions of the Tender Offer		12
	8.	Price Range of Shares; Dividends; Prior Issuer Purchases		14
	9.	Source and Amount of Funds		15
	10.	Certain Information About Nashua		16
	11.	Interests of Directors, Executive Officers and Affiliates; Transactions and Arrangements Concerning Shares		23
	12.	Legal Matters; Regulatory Approvals		27
	13.	Material United States Federal Income Tax Consequences		27
	14.	Extension of the Tender Offer; Termination; Amendment		30
	15.	Fees and Expenses		30
	16.	Miscellaneous		31

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SUMMARY TERM SHEET

We are providing this summary term sheet for your convenience. This summary does not describe all of the details of the tender offer to the same extent that they are described later in this document. We encourage you to read this entire document and the related Letter of Transmittal because they contain the full details of the tender offer. We have included references to the sections of this document where you will find a more complete discussion.

Who is offering to purchase my shares?	Nashua Corporation, which we refer to as ‘‘our,” “we,” “us,” the ‘‘Company” or ‘‘Nashua,” is offering to purchase shares of its common stock, $1.00 par value per share.
What will the purchase price for the shares be?	The purchase price will be $10.50 per share. We will pay this purchase price in cash, less any applicable withholding taxes and without interest, for all the shares that we purchase pursuant to the tender offer. We will not purchase shares tendered at prices other than $10.50 or shares that we do not purchase because of odd lot priority, conditional tender or proration provisions. See Section 1.
How many shares will be purchased?	We will purchase up to 1,900,000 shares properly tendered in the tender offer, or such lesser number of shares as are properly tendered and not properly withdrawn prior to the expiration date of the tender offer. The 1,900,000 shares that we are offering to purchase pursuant to the tender offer represent approximately 30% of our outstanding common stock as of May 25, 2007 (or approximately 30% of the shares on a diluted basis assuming the exercise of all outstanding vested stock options). See Section 1. The tender offer is not conditioned upon any minimum number of shares being tendered. See Section 7.
What will happen if more than 1,900,000 shares are tendered?	If more than 1,900,000 shares are properly tendered, we will purchase all shares tendered on a pro rata basis, except for odd lots (lots held by owners of less than 100 shares), which we will purchase on a priority basis, as described in the immediately following paragraph, and except for shares that were conditionally tendered and for which the condition was not satisfied. See Sections 1, 5 and 6.
What will happen if less than 1,900,000 shares are purchased in the tender offer?	Our Board has authorized us to purchase up to 1,900,000 shares for an aggregate purchase price of $19,950,000. If we purchase less than 1,900,000 shares in the tender offer, the amount of the $19,950,000 that we do not utilize to purchase shares in this tender offer can be used, in the discretion of management, to make open market purchases of our shares beginning 10 business days after the expiration of the tender offer.
If I own fewer than 100 shares and I tender all of my shares, will I be subject to proration?	If you own beneficially or of record fewer than 100 shares in the aggregate, and you properly tender all of these shares before the tender offer expires and you complete the section entitled “Odd Lots” in the Letter of Transmittal and such shares are not properly withdrawn prior to the expiration date of the tender offer, we will purchase all of your shares without subjecting them to the proration procedure. See Section 1.
How will we pay for the shares?	Assuming that the maximum of 1,900,000 shares are purchased in the tender offer at the price of $10.50 per share, we will need $19,950,000 to purchase those shares. We anticipate that we will pay for the shares purchased in the tender offer, as well as related fees and expenses,

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	from $10,000,000 in cash generated by a term loan and the remainder from our revolving line of credit pursuant to our Second Amended and Restated Credit Agreement with LaSalle Bank National Association and Bank of America, which was entered into on May 23, 2007.
How long do I have to tender my shares?	You may tender your shares until the tender offer expires. The tender offer will expire on June 28, 2007, at 12:00 midnight, New York City time, unless we extend it. See Section 1. We may choose to extend the tender offer for any reason, subject to applicable laws. We cannot assure you that we will extend the tender offer or indicate the length of any extension that we may provide. See Section 14. If a broker, dealer, commercial bank, trust company or other nominee holds your shares, it is likely that such nominee has established an earlier deadline for you to act to instruct it to accept the tender offer on your behalf. We urge you to contact your broker, dealer, commercial bank, trust company or other nominee to find out its applicable deadline.
Under what circumstances can the tender offer be extended, amended or terminated?	We can extend or amend the tender offer in our sole discretion, subject to applicable law. However, we cannot assure you that we will extend the tender offer or indicate the length of any extension that we may provide. See Section 14. If we extend the tender offer, we will delay the acceptance of any shares that have been tendered. In addition, we can terminate the tender offer under certain circumstances. See Section 7 and Section 14.
How will I be notified if Nashua extends the tender offer or amends the terms of the tender offer?	If we decide to extend the tender offer, we will issue a press release not later than 9:00 a.m., New York City time, on the business day after the then-scheduled expiration date. We will announce any amendment to the tender offer by making a public announcement of the amendment and/or filing amended tender offer documents with the Securities and Exchange Commission. We post our press releases and filings with the Securities and Exchange Commission at www.sec.gov and on our website at www.nashua.com. See Section 14.
What is the purpose of the tender offer?	We believe that the tender offer is a prudent use of our financial resources given our present and expected future cash flows, business profile, assets and the current and historical market prices of our common stock. The tender offer represents an opportunity for us to immediately return cash to shareholders who elect to tender their shares, while at the same time increasing non-tendering shareholders’ proportionate ownership interest in us. See Section 2.
Are there any conditions to the tender offer?	Yes. Our obligation to accept and pay for your tendered shares depends upon a number of conditions, including the following:
	• no decrease of more than 15% in the market price of our common stock or in the Dow Jones Industrial Average, the Standard and Poor’s Index of 500 Industrial Companies, the New York Stock Exchange Composite Index, or the Nasdaq Composite Index, measured from May 29, 2007;
	• no legal action has been commenced, and we have not received notice of any legal action, that could reasonably be expected to adversely affect the tender offer;

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	• no one has proposed, announced or made a tender or exchange offer (other than this tender offer), merger, business combination or other similar transaction involving us;
	• no one (including certain groups) has acquired or proposed to acquire more than 5% of our shares, other than any entity, group or person who was a holder of more than 5% of our shares as of May 29, 2007;
	• no one has filed after May 29, 2007, a Notification and Report Form under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended, or made a public announcement reflecting an intent to acquire us or any of our subsidiaries;
	• no material adverse change in our business, condition (financial or otherwise), assets, income, operations or stock ownership has occurred;
	• a determination by us that the consummation of the tender offer and the purchase of the shares pursuant to the tender offer will not cause our common stock to be delisted from the Nasdaq or to be eligible for deregistration under the Securities Exchange Act of 1934, as amended; and
	• we have sufficient cash on hand or there are sufficient funds available under our Second Amended and Restated Credit Agreement with LaSalle Bank National Association and Bank of America to purchase the shares tendered pursuant to the tender offer.
	The tender offer is subject to a number of other conditions described in greater detail in Section 7.
Following the tender offer, will we continue to be a public company?	Yes. Following the completion of the tender offer in accordance with its terms and conditions, our common stock will continue to be listed on the Nasdaq, and we will continue to be subject to the periodic reporting requirements of the Securities Exchange Act of 1934, as amended. See Section 2.
How do I tender my shares?	The tender offer will expire at 12:00 midnight, New York City time, on June 28, 2007, unless we extend the tender offer. To tender your shares, prior to the expiration of the tender offer:
	• you must deliver your share certificate(s) and a properly completed and duly executed Letter of Transmittal to the depositary at one of its addresses appearing on the back cover page of this document; or
	• the depositary must receive a confirmation of receipt of your shares by book-entry transfer and a properly completed and duly executed Letter of Transmittal or an agent’s message in the case of a book-entry transfer; or
	• you must request a broker, dealer, commercial bank, trust company or other nominee to effect the transaction for you; or
	• you must comply with the guaranteed delivery procedures described in Section 3.
	You should contact the information agent or the dealer manager for assistance at their respective addresses and telephone numbers set

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	forth on the back cover page of this document. See Section 3 and the instructions of the Letter of Transmittal. Please note that we will not purchase your shares in the tender offer, unless the depositary receives the required documents prior to the expiration of the tender offer. If a broker, dealer, commercial bank, trust company or other nominee holds your shares, it is likely such nominee has established an earlier deadline for you to act to instruct them to accept the tender offer on your behalf. We urge you to contact your broker, dealer, commercial bank, trust company or other nominee to find out its applicable deadline.
Once I have tendered shares in the tender offer, can I withdraw my tendered shares?	Yes. You may withdraw any shares you have tendered at any time before the expiration of the tender offer, which will occur at 12:00 midnight, New York City time, on June 28, 2007, unless we extend the tender offer, in which case you can withdraw your shares until the expiration of the tender offer as extended. In addition, after our offer expires, if we have not accepted for payment the shares you have tendered to us, you also may withdraw your shares at any time after 12:00 midnight, New York City time, on June 28, 2007. See Section 4.
How do I withdraw shares that I previously tendered?	You must deliver, on a timely basis, a written notice of your withdrawal to the depositary at one of its addresses appearing on the back cover page of this document. Your notice of withdrawal must specify your name, the number of shares to be withdrawn and the name of the registered holder of these shares. Some additional requirements apply if the share certificates to be withdrawn have been delivered to the depositary or if your shares have been tendered under the procedure for book-entry transfer set forth in Section 3 and Section 4.
How do holders of vested stock options for shares participate in the tender offer?	If you hold vested but unexercised options, you may exercise such options for cash in accordance with the terms of the applicable stock option plans and tender the shares received upon such exercise in accordance with this tender offer. An exercise of an option cannot be revoked even if shares received upon the exercise thereof and tendered in the tender offer are not purchased in the tender offer for any reason. See Section 3.
Have we or our Board of Directors adopted a position on the tender offer?	Our Board has unanimously approved the tender offer. However, none of the Board, the dealer manager, the depositary or the information agent makes any recommendation to you as to whether you should tender or refrain from tendering your shares. You must make your own decision as to whether to tender your shares and, if so, how many shares to tender. In so doing, you should read carefully the information in this Offer to Purchase and in the Letter of Transmittal, including our reasons for making the tender offer. Our directors and executive officers have advised us that they do not intend to tender any of their shares in the tender offer. As a result, the tender offer will increase the proportional holding of our directors and executive officers. See Section 2 and Section 11.
If I decide not to tender, how will the tender offer affect my shares?	Shareholders who choose not to tender will own a greater percentage interest in our outstanding common stock following the consummation of the tender offer. We do not and cannot predict, however, what the price of our common stock will be after completion of the tender offer.

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What is the recent market price for the shares?	We publicly announced the tender offer on May 29, 2007. Tendering your shares pursuant to the tender offer, especially at the offering price per share pursuant to the tender offer, could result in your receiving less consideration per share than you could receive in an open market sale. We urge you to obtain current market quotations for our common stock before deciding whether to tender your shares. See Section 8.
When will we pay for the shares you tender?	We will pay the purchase price, net to you in cash, after any applicable withholding taxes and without interest, for the shares we purchase promptly after the expiration of the tender offer and the acceptance of the shares for payment. However, we do not expect to announce the results of the proration and to begin paying for tendered shares until at least five business days after the expiration of the tender offer. See Section 5.
Will I have to pay brokerage commissions if I tender my shares?	If you are a registered shareholder and you tender your shares directly to the depositary, you will not incur any brokerage commissions. If you hold shares through a broker, dealer, commercial bank, trust company or other nominee, we urge you to consult your broker, dealer, commercial bank, trust company or other nominee to determine whether transaction costs are applicable. See Section 3.
What are the United States federal income tax consequences if I tender my shares?	Generally, you will be subject to United States federal income taxation when you receive cash from us in exchange for the shares you tender. The receipt of cash for your tendered shares will be treated either as (1) a sale or exchange or (2) a distribution from us in respect of our stock. Holders of shares, including holders who are not United States holders, should consult their tax advisors as to the particular consequences to them of participation in the tender offer. See Section 13.
Will I have to pay any stock transfer tax if I tender my shares?	If you instruct the depositary in the Letter of Transmittal to make the payment for the shares to the registered holder, you will not incur any stock transfer tax. See Section 5.
Who can help answer my questions about the tender offer?	The information agent or the dealer manager can help answer your questions. The information agent is Georgeson Inc., and the dealer manager is Georgeson Securities Corporation. The contact information for the information agent and the dealer manager is set forth on the back cover page of this Offer to Purchase.

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FORWARD-LOOKING STATEMENTS AND SPECIAL FACTORS

This document contains or incorporates by reference not only historical information but also forward-looking statements relating to our operations that are based on our expectations, estimates and projections. Words such as “anticipates,” “believes,” “continues,” “estimates,” “expects,” “goal,” “objectives,” “intends,” “may,” “opportunity,” “plans,” “potential,” “near-term,” “long-term,” “projections,” “assumptions,” “projects,” “guidance,” “forecasts,” “outlook,” “target,” “trends,” “should,” “could,” “would,” “will” and similar expressions are intended to identify such forward-looking statements. These statements are not guarantees of future performance and involve risks, uncertainties and assumptions that are difficult to predict. Forward-looking statements are based upon assumptions as to future events that may not prove to be accurate. Actual outcomes and results may differ materially from what is expressed or forecast in these forward-looking statements.

In deciding whether to participate in the tender offer, each shareholder should consider carefully, in addition to the other information contained or incorporated by reference herein, that our actual results may differ from the forward-looking statements for many reasons, including:

•  successful completion of the tender offer and share repurchases;

•  the effects of incurring substantial indebtedness and associated restrictions on our financial and operating flexibility and ability to execute or pursue our operating plans and objectives;

•  the effects of increases in the cost of raw materials or the unavailability of raw materials;

•  the effects of a decline in returns on the investment portfolio of our defined benefit plans, changes in mortality tables and interest rates that could require us to increase cash contributions to the plans;

•  the effects of the loss of any key personnel or our inability to recruit key personnel;

•  the effects of the introduction of new technologies or changes in consumer preferences that may impact our ability to compete successfully;

•  the effects of litigation relating to our intellectual property rights;

•  the effects of the failure of our information systems; and

•  our ability to comply with changing regulation of corporate governance and public disclosure.

In addition, please refer to our Annual Report on Form 10-K for the fiscal year ended December 31, 2006 (filed with the SEC on March 26, 2007), and our Quarterly Report on Form 10-Q for the quarterly period ended March 30, 2007 (filed with the SEC on May 4, 2007), for a more detailed discussion of these risks and uncertainties and other factors. These reports are available at www.nashua.com and www.sec.gov and are incorporated herein by reference. See Section 10. You should not place undue reliance on our forward-looking statements, which speak only as of the date of this Offer to Purchase, or the date of the documents incorporated by reference if contained therein. We undertake no obligation to make any revision to the forward-looking statements contained in this Offer to Purchase, the accompanying Letter of Transmittal or in any document incorporated by reference into this Offer to Purchase, or to update them to reflect events or circumstances occurring after the date of this Offer to Purchase, except as may be required by law. We confirm that we will comply with Rule 13e-4(d)(2) and Rule 13e-4(e)(3) with respect to the information presented to security holders.

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INTRODUCTION

To the holders of shares of our common stock:

We invite our shareholders to tender shares of our common stock, with a par value of $1.00 per share for purchase by us. Upon the terms and subject to the conditions set forth in this document and in the related Letter of Transmittal, we are offering to purchase up to 1,900,000 shares of our common stock at a price of $10.50 per share, net to the seller in cash, after any applicable withholding taxes and without interest.

The tender offer will expire at 12:00 midnight, New York City time, on June 28, 2007, unless extended by us (such date and time, as the same may be extended, the “expiration date”). We may, in our sole discretion, extend the period of time during which the tender offer will remain open.

All shares acquired in the tender offer will be acquired at the same purchase price per share. Upon the terms of and subject to the conditions of the Offer to Purchase, including provisions thereof relating to “odd lot” priority, proration and conditional tender provisions described in the Offer to Purchase, we will purchase all shares validly tendered and not withdrawn. Shares not purchased in the tender offer will be returned to the tendering stockholders at our expense promptly after the expiration of the tender offer. See Section 1.

We will pay the purchase price, net to the tendering shareholders in cash, after any applicable withholding taxes and without interest, for all shares that we purchase. Tendering shareholders whose shares are registered in their own names and who tender directly to American Stock Transfer & Trust Company, the depositary in the tender offer, will not be obligated to pay brokerage fees or commissions or, except as set forth in Instruction 8 of the Letter of Transmittal, stock transfer taxes on the purchase of shares by us pursuant to the tender offer. If you own your shares through a broker, dealer, commercial bank, trust company or other nominee and that nominee tenders your shares on your behalf, that nominee may charge you a fee for doing so. You should consult your broker, dealer, commercial bank, trust company or other nominee to determine whether any charges will apply.

THE TENDER OFFER IS NOT CONDITIONED UPON ANY MINIMUM NUMBER OF SHARES BEING TENDERED. THE TENDER OFFER IS, HOWEVER, SUBJECT TO CERTAIN OTHER CONDITIONS. SEE SECTION 7.

OUR BOARD OF DIRECTORS HAS UNANIMOUSLY APPROVED THE TENDER OFFER. HOWEVER, NEITHER WE NOR OUR BOARD OF DIRECTORS NOR THE DEALER MANAGER, THE DEPOSITARY OR THE INFORMATION AGENT MAKES ANY RECOMMENDATION TO YOU AS TO WHETHER YOU SHOULD TENDER OR REFRAIN FROM TENDERING YOUR SHARES. YOU MUST MAKE YOUR OWN DECISION AS TO WHETHER TO TENDER YOUR SHARES AND, IF SO, HOW MANY SHARES TO TENDER. IN MAKING YOUR DECISION, YOU SHOULD READ CAREFULLY THE INFORMATION IN THIS OFFER TO PURCHASE AND IN THE RELATED LETTER OF TRANSMITTAL, INCLUDING OUR REASONS FOR MAKING THE TENDER OFFER.

OUR DIRECTORS AND EXECUTIVE OFFICERS HAVE ADVISED US THAT THEY DO NOT INTEND TO TENDER ANY OF THEIR SHARES IN THE TENDER OFFER. SEE SECTION 2 AND SECTION 11.

If, at the expiration date, more than 1,900,000 shares are properly tendered and not properly withdrawn, subject to applicable law, we will buy shares:

•  first, from all holders of odd lots (holders of less than 100 shares) who properly tender all of their shares and do not properly withdraw them before the expiration date;

•  second, on a pro rata basis from all other shareholders who properly tender shares, other than shareholders who tender conditionally and whose conditions are not satisfied; and

•  third, only if necessary to permit us to purchase 1,900,000 shares from holders who have tendered shares subject to the condition that a specified minimum number of the holder’s shares be purchased if any of the holder’s shares are purchased in the tender offer (for which the condition was not initially satisfied) by

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random lot, to the extent feasible. To be eligible for purchase by random lot, shareholders whose shares are conditionally tendered must have tendered all of their shares.

As a result of the foregoing priorities applicable to the purchase of shares tendered, we may not purchase all of the shares tendered pursuant to the tender offer even if the shares are properly tendered. See Section 1, Section 5 and Section 6, respectively, for additional information concerning odd lot priority, proration and conditional tender procedures.

Section 13 of this Offer to Purchase describes the material United States federal income tax consequences of a sale of shares pursuant to the tender offer.

Holders of vested but unexercised options to purchase shares may exercise such options for cash and tender some or all of the shares issued upon such exercise. An exercise of an option cannot be revoked even if shares received upon the exercise thereof and tendered in the tender offer are not purchased in the tender offer for any reason.

As of May 25, 2007, we had issued and outstanding 6,261,109 shares of common stock. The 1,900,000 shares that we are offering to purchase pursuant to the tender offer represent approximately 30% of the total number of shares of our common stock outstanding as of that date. Our common stock is listed and traded on the Nasdaq under the symbol “NSHA”. See Section 8. We publicly announced the tender offer on May 29, 2007. On May 25, 2007, the last trading day prior to the printing of this Offer to Purchase, the reported closing price of our common stock on the Nasdaq was $8.82. Tendering your shares pursuant to the tender offer, especially at the price determined in the tender offer, could result in your receiving less consideration per share than you could receive in an open market sale. We urge shareholders to obtain current market quotations for our common stock before deciding whether to tender their shares.

THE TENDER OFFER

1.   Terms of the Tender Offer.

General.  Upon the terms and subject to the conditions of the tender offer, we will purchase up to 1,900,000 shares of our common stock, or if a lesser number of shares are properly tendered, all shares that are properly tendered and not properly withdrawn in accordance with Section 4 before the expiration date of the tender offer, at a price of $10.50 per share, net to the seller in cash, after any applicable withholding taxes and without interest.

The term “expiration date” means 12:00 midnight, New York City time, on June 28, 2007, unless we, in our sole discretion, extend the period of time during which the tender offer will remain open, in which event the term “expiration date” shall refer to the latest time and date at which the tender offer, as so extended by us, shall expire. See Section 14 for a description of our right to extend, delay, terminate or amend the tender offer. In the event of an over-subscription of the tender offer as described below, shares tendered will be subject to proration, except for odd lots (as defined in Section 1). The proration period and, except as described herein, withdrawal rights expire on the expiration date.

If:

•  we increase or decrease the price to be paid for shares pursuant to the tender offer, or

•  we decrease the number of shares being sought in the tender offer, and

•  the tender offer is scheduled to expire at any time earlier than the expiration of a period ending on the tenth business day from, and including, the date that we first publish, send or give notice, in the manner specified in Section 14, of any increase or decrease,

then we will extend the tender offer until the expiration of ten business days after the date that we first publish notice of any such increase or decrease. For the purposes of the tender offer, a “business day” means any day other than a Saturday, Sunday or United States federal holiday and consists of the time period from 12:01 a.m. through 12:00 midnight, New York City time.

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The tender offer is not conditioned upon any minimum number of shares being tendered. The tender offer is, however, subject to other conditions. See Section 7.

We will purchase all shares that are properly tendered (and not properly withdrawn), all at the same purchase price per share, upon the terms and subject to the conditions of the tender offer, including the odd lot priority, proration and conditional tender provisions.

We will not purchase shares tendered at prices other than $10.50 per share and shares that we do not accept in the tender offer because of proration provisions or conditional tenders. Promptly after the expiration date and at our expense we will return to the tendering shareholders shares that we do not purchase in the tender offer.

If the number of shares properly tendered and not properly withdrawn prior to the expiration date is fewer than or equal to 1,900,000 shares, we will, upon the terms and subject to the conditions of the tender offer, purchase all such shares.

Priority of Purchases.  Upon the terms and subject to the conditions of the tender offer, if more than 1,900,000 shares have been properly tendered and not properly withdrawn prior to the expiration date, we will purchase properly tendered shares on the basis set forth below:

•  First, we will purchase all shares tendered by all holders of odd lots (as defined in Section 1) who:

•  tender all shares owned beneficially or of record (partial tenders will not qualify for this preference); and

•  complete the section entitled “Odd Lots” in the Letter of Transmittal and, if applicable, in the Notice of Guaranteed Delivery.

•  Second, subject to the conditional tender provisions described in Section 6, we will purchase all other shares tendered on a pro rata basis with appropriate adjustments to avoid purchases of fractional shares, as described below.

•  Third, only if necessary to permit us to purchase 1,900,000 shares, shares conditionally tendered (for which the condition was not initially satisfied) will, to the extent feasible, be selected for purchase by random lot. To be eligible for purchase by random lot, shareholders whose shares are conditionally tendered must have tendered all of their shares.

We may not purchase all of the shares that a shareholder tenders in the tender offer, even if such shares are properly tendered. It is also possible that we will not purchase any of the shares conditionally tendered, even though such shares were properly tendered.

Odd Lots.  For purposes of the tender offer, the term “odd lots” means all shares properly tendered prior to the expiration date and not properly withdrawn by any person who owns beneficially or of record an aggregate of fewer than 100 shares, referred to as an “odd lot” holder, and so certifies in the appropriate place on the Letter of Transmittal and, if applicable, on the Notice of Guaranteed Delivery. To qualify for this preference, all shares owned beneficially or of record by the odd lot holder must be tendered in accordance with the procedures described in Section 3. As set forth above, we will accept odd lots for payment before proration, if any, of the purchase of other tendered shares. This preference is not available to partial tenders or to beneficial or record holders of an aggregate of 100 or more shares, even if these shareholders have separate accounts or share certificates representing fewer than 100 shares. By accepting the tender offer, an odd lot holder who holds shares in its name and tenders its shares directly to the depositary would not only avoid the payment of brokerage commissions, but also would avoid any applicable odd lot discounts in a sale of such odd lot holder’s shares on the Nasdaq. Any odd lot holder wishing to tender all of its shares pursuant to the tender offer should complete the section entitled “Odd Lots” in the Letter of Transmittal and, if applicable, in the Notice of Guaranteed Delivery.

Proration.  If proration of tendered shares is required, we will determine the proration factor as soon as practicable following the expiration date. Subject to adjustment to avoid the purchase of fractional shares and subject to the provisions governing conditional tenders described in Section 6 of this Offer to Purchase, proration for each shareholder that tenders shares will be based on the ratio of the total number of shares that we accept for purchase (excluding odd lots) to the total number of shares properly tendered (and not properly withdrawn) by all shareholders (other than odd lot holders).

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Because of the difficulty in determining the number of shares properly tendered, including shares tendered by guaranteed delivery procedures, as described in Section 3, and not properly withdrawn, and because of the odd lot procedure and conditional tender provisions, we do not expect that we will be able to announce the final proration factor or commence payment for any shares purchased pursuant to the tender offer until at least five business days after the expiration date. The preliminary results of any proration will be announced by press release promptly after the expiration date. Shareholders may obtain preliminary proration information from the information agent or the dealer manager and may be able to obtain this information from their brokers, dealers, commercial banks, trust companies or other nominees.

As described in Section 13, the number of shares that we will purchase from a shareholder under the tender offer may affect the United States federal income tax consequences to that shareholder and, therefore, may be relevant to that shareholder’s decision whether or not to tender shares.

We will mail this Offer to Purchase and the related Letter of Transmittal to record holders of shares, and we will furnish this Offer to Purchase to brokers, dealers, commercial banks and trust companies whose names, or the names of whose nominees, appear on our shareholder list or, if applicable, that are listed as participants in a clearing agency’s security position listing for subsequent transmittal to beneficial owners of shares.

2.   Purpose of the Tender Offer; Certain Effects of the Tender Offer.

We intend to purchase up to 1,900,000 shares of our common stock in the tender offer, representing approximately 30% of our outstanding shares as of May 25, 2007.

In determining to proceed with the tender offer, management and our Board have reviewed our strategic plan, our use of cash flows from operations for, among other things, capital expenditures, acquisitions, debt repayment, dividends and share repurchases, and a variety of alternatives for using our available financial resources. The Board considered, with the assistance of management, our capital structure, free cash flow, financial position and dividend policy, the anticipated cost and availability of financing and the then current and historical market prices of our common stock, as well as our operations, strategy and expectations for the future.

In determining the number of shares to purchase in the tender offer, the Board considered a broad range of factors, including our financial structure, financial condition and dividend policy, operations, competitive position, resources and prospects, the then current and historical market prices of our shares, the availability and cost of financing such purchase, our desire for future financial flexibility and the attractiveness of the offer to our shareholders. The Board also considered risks and uncertainties, including the potential for positive and negative developments relating to our business.

In considering the tender offer, our management and Board took into account the expected financial impact of the tender offer and the financing of the tender offer.

Based on the foregoing, the Board has determined that the tender offer is a prudent use of our financial resources and an effective means of providing value to our shareholders. In particular, the Board of Directors believes the fixed price tender offer set forth in this Offer to Purchase represents a mechanism that will provide all shareholders with the opportunity to tender all or a portion of their shares. The tender offer also provides shareholders (particularly those who, because of the size of their shareholdings, might not be able to sell their shares without potential disruption to the share price) with an opportunity to obtain liquidity with respect to all or a portion of their shares, without potential disruption to the share price and the usual transaction costs associated with market sales. In addition, shareholders who do not participate in the tender offer automatically will increase their relative percentage ownership interest in us and our future operations at no additional cost to them.

The tender offer also provides our shareholders with an efficient way to sell their shares without incurring broker’s fees or commissions associated with open market sales. Furthermore, odd lot holders who hold shares registered in their names and tender their shares directly to the depositary and whose shares are purchased pursuant to the tender offer will avoid not only the payment of brokerage commissions but also any applicable odd lot discounts that might be payable on sales of their shares in Nasdaq transactions.

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Neither we nor our Board of Directors nor the dealer manager, the depositary or the information agent makes any recommendation to any shareholder as to whether to tender or refrain from tendering any shares. We have not authorized any person to make any recommendation. Shareholders should carefully evaluate all information in the tender offer, should consult their own investment and tax advisors and should make their own decisions about whether to tender shares, and, if so, how many shares to tender.

All of our directors and executive officers have advised us that they do not intend to tender any of their shares in the tender offer.

Potential Benefits of the Tender Offer.  We believe that the tender offer will further leverage our capital structure, making possible improved diluted net income per share for our continuing shareholders if we are successful in improving our operating results. We also believe that if we complete the tender offer, we will return cash to our shareholders who elect to receive a return of capital, while shareholders who do not tender, or who tender only a portion of their shares, will increase their percentage ownership in our shares.

Potential Risks and Disadvantages of the Tender Offer.  The tender offer, if completed, also presents some potential risks and disadvantages to us and our continuing shareholders, including:

•  leaving us with higher levels of indebtedness (because we will incur indebtedness in the amount of up to $19,950,000 to finance the purchase of shares that are tendered and we will incur additional indebtedness to finance the costs and expenses associated with the tender offer), which could reduce our ability to cover existing contingent or other future liabilities or otherwise negatively affect our liquidity during periods of increased capital spending or operating expenses. Higher leverage also could reduce diluted net income per share for our continuing shareholders if we are unsuccessful in improving our operating results. There can be no assurance that we will be able to raise debt or equity financing in the future; and

•  reducing our “public float,” which is the number of shares owned by non-affiliate shareholders and available for trading in the securities markets. This reduction in our public float could result in a lower stock price and/or reduced liquidity in the trading market for our common stock following completion of the tender offer.

Certain Effects of the Tender Offer.  Shareholders who do not tender their shares pursuant to the tender offer and shareholders who otherwise retain an equity interest in Nashua as a result of a partial tender of shares, proration or a conditional tender for which the condition is not satisfied will continue to be owners of Nashua. As a result, such shareholders will realize a proportionate increase in their relative equity interest in Nashua and thus, in our future earnings and assets, if any, and will continue to bear the attendant risks and rewards associated with owning our equity securities, including risks resulting from our purchase of shares (including the risk of increased leverage). Shareholders may be able to sell non-tendered shares in the future on the Nasdaq or otherwise, at a price higher or lower than the purchase price offered by us in the tender offer. We can give no assurance, however, as to the price at which a shareholder may be able to sell his or her shares in the future.

Shares acquired pursuant to the tender offer will revert to the status of authorized but unissued shares, in accordance with applicable law, and will no longer be available for issuance without further action of the Board (or the shareholders, as required by applicable law or the rules of the Nasdaq or any securities exchange on which the shares may then be listed).

Because our directors and executive officers have advised us that they do not intend to tender any of their shares in the tender offer, the acquisition of shares pursuant to the tender offer will increase the proportional holdings of our directors and executive officers. See Section 11. However, after the termination or expiration of the tender offer, our directors and executive officers may, in compliance with stock ownership guidelines and applicable law, sell their shares in open market transactions at prices that may or may not be more favorable than the purchase price selected by us to be paid to our shareholders in the tender offer.

After the tender offer is completed, we believe that our expected cash flow from operations and access to funding to meet our cash needs for normal operations and anticipated capital expenditures will be sufficient. However, our actual experience may differ significantly from our expectations, and there can be no assurance that our action in utilizing a significant portion of our financial resources in this manner will not adversely affect our

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ability to operate our business or pursue opportunities we believe are advantageous to the Company and its shareholders. Future events may adversely and materially affect our business, expenses or prospects and could affect our available cash or the availability and/or cost of external financial resources.

We have the authority to and may make stock repurchases from time to time in the open market and/or in private transactions. Whether or not we make additional repurchases will depend on many factors, including, without limitation, the number of shares, if any, that we purchase in this tender offer, our business and financial performance and situation, the business and market conditions at the time, including the price of the shares, and such other factors as we may consider relevant. Any of these repurchases may be on the same terms or on terms that are more or less favorable to the selling shareholders than the terms of the tender offer. Rule 13e-4 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), prohibits us and our affiliates from purchasing any shares, other than pursuant to the tender offer, until at least ten business days after the expiration date of the tender offer, except pursuant to certain limited exceptions provided in Rule 14e-5 of the Exchange Act.

Our acquisition of common stock in the tender offer will reduce the number of shares that might otherwise trade publicly and is likely to reduce the number of our shareholders. This may reduce the volume of trading in our shares and make it more difficult to buy or sell significant amounts of our shares without materially affecting the market price. However, even if all 1,900,000 shares are purchased in the tender offer, approximately 4,361,109 shares will remain outstanding. Based upon current Nasdaq guidelines, we do not believe that our purchase of shares in the tender offer will cause our remaining shares of common stock to be delisted from the Nasdaq.

Our shares currently are “margin securities” under the rules of the Board of Governors of the Federal Reserve System. This classification has the effect, among other things, of allowing brokers to extend credit to their customers using our common stock as collateral. We believe that, following the purchase of shares pursuant to the tender offer, our common stock will continue to be classified as “margin securities” for purposes of the Federal Reserve Board’s margin regulations.

Our shares are registered under the Exchange Act, which requires, among other things, that we furnish information to our shareholders and to the SEC and comply with the SEC’s proxy rules in connection with meetings of our shareholders. We believe that our purchase of shares in the tender offer will not result in the shares becoming eligible for termination of registration under the Exchange Act.

With the exception of this tender offer, we currently have no plans, proposals or negotiations underway that relate to or would result in:

•  any extraordinary transaction, such as a merger, reorganization or liquidation, involving us or any of our subsidiaries, which is material to us and our subsidiaries, taken as a whole;

•  any purchase, sale or transfer of an amount of our assets or any of our subsidiaries’ assets which is material to us and our subsidiaries, taken as a whole;

•  any material change in our present dividend policy, our capitalization, indebtedness, corporate structure or business;

•  any material change in our present Board of Directors or management or any plans or proposals to change the number or the term of directors (although we may fill vacancies arising on the Board of Directors) or to change any material term of the employment contract of any executive officer;

•  our ceasing to be authorized to be quoted on the Nasdaq;

•  our common stock becoming eligible for termination of registration under Section 12(b) of the Exchange Act;

•  the suspension of our obligation to file reports under the Exchange Act;

•  the acquisition or disposition by any person of our securities; or

•  any changes in our articles of organization, bylaws or other governing instruments, or other actions that could impede the acquisition of control of us.

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3.   Procedures for Tendering Shares.

Proper Tender of Shares.  For shareholders to properly tender shares pursuant to the tender offer:

•  the depositary must receive, at one of the depositary’s addresses set forth on the back cover page of this Offer to Purchase, share certificates (or confirmation of receipt of such shares under the procedure for book-entry transfer set forth below), together with a properly completed and duly executed Letter of Transmittal, including any required signature guarantees, or an “agent’s message” in the case of a book-entry transfer and any other documents required by the Letter of Transmittal, before the tender offer expires; or

•  the tendering shareholder must comply with the guaranteed delivery procedure set forth below.

If a broker, dealer, commercial bank, trust company or other nominee holds your shares, it is likely that such nominee has established an earlier deadline for you to act to instruct such nominee to accept the tender offer on your behalf. We urge you to contact your broker, dealer, commercial bank, trust company or other nominee to find out its applicable deadline.

Odd lot holders who tender all of their shares must complete the section captioned “Odd Lots” in the Letter of Transmittal and, if applicable, in the Notice of Guaranteed Delivery, to qualify for the preferential treatment available to odd lot holders as set forth in Section 1.

We urge shareholders who hold shares through brokers, dealers, commercial banks, trust companies or other nominees to consult the brokers, dealers, commercial banks, trust companies or other nominees to determine whether transaction costs are applicable if they tender shares through such entities and not directly to the depositary.

Signature Guarantees.  Except as otherwise provided below, all signatures on a Letter of Transmittal must be guaranteed by a financial institution that is a participant in an acceptable medallion guarantee program, which would include most banks, savings and loan associations and brokerage houses. Signatures on a Letter of Transmittal need not be guaranteed if:

•  the Letter of Transmittal is signed by the registered holder(s) of the shares (which term, for purposes of this Section 3, shall include any participant in The Depository Trust Company, referred to as the “book-entry transfer facility,” whose name appears on a security position listing as the owner of the shares) tendered therewith and the holder has not completed either the box captioned “Special Delivery Instructions” or the box captioned “Special Payment Instructions” in the Letter of Transmittal; or

•  shares are tendered for the account of a bank, broker, dealer, credit union, savings association or other entity that is a member in good standing of an acceptable medallion guarantee program or a bank, broker, dealer, credit union, savings association or other entity that is an “eligible guarantor institution,” as such term is defined in Rule 17Ad-15 under the Exchange Act. See Instruction 1 of the Letter of Transmittal.

If a share certificate is registered in the name of a person other than the person executing a Letter of Transmittal, or if payment is to be made to a person other than the registered holder, then the certificate must be endorsed or accompanied by an appropriate stock power, in either case signed exactly as the name of the registered holder appears on the certificate, with the signature guaranteed by an eligible guarantor institution.

We will make payment for shares tendered and accepted for payment under the tender offer only after the depositary timely receives share certificates or a timely confirmation of the book-entry transfer of the shares into the depositary’s account at the book-entry transfer facility as described above, a properly completed and duly executed Letter of Transmittal, together with any required signature guarantees, or an agent’s message in the case of a book-entry transfer, and any other documents required by the Letter of Transmittal.

Method of Delivery.  The method of delivery of all documents, including share certificates, the Letter of Transmittal and any other required documents, is at the election and risk of the tendering shareholder. If you choose to deliver required documents by mail, we recommend that you use registered mail with return receipt requested, properly insured. In all cases, sufficient time should be allowed to ensure timely delivery.

Book-Entry Delivery.  The depositary will establish an account with respect to the shares for purposes of the tender offer at the book-entry transfer facility within two business days after the date of this Offer to Purchase, and

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any financial institution that is a participant in the book-entry transfer facility’s system may make book-entry delivery of the shares by causing the book-entry transfer facility to transfer shares into the depositary’s account in accordance with the book-entry transfer facility’s procedures for transfer. Although participants in the book-entry transfer facility may effect delivery of shares through a book-entry transfer into the depositary’s account at the book-entry transfer facility, either:

•  a properly completed and duly executed Letter of Transmittal, including any required signature guarantees, or an agent’s message in the case of a book-entry transfer, and any other required documents must, in any case, be transmitted to and received by the depositary at one of its addresses set forth on the back cover page of this document before the expiration date; or

•  the guaranteed delivery procedure described below must be followed.

Delivery of the Letter of Transmittal and any other required documents to the book-entry transfer facility does not constitute delivery to the depositary.

The term “agent’s message” means a message transmitted by the book-entry transfer facility to, and received by, the depositary, which states that the book-entry transfer facility has received an express acknowledgment from the participant in the book-entry transfer facility tendering the shares that the participant has received and agrees to be bound by the terms of the Letter of Transmittal and that we may enforce the agreement against the participant.

Company Stock Option Plans.  We are not offering, as part of the tender offer, to purchase any of the options outstanding under our stock option plans, and tenders of such options will not be accepted. In no event are any options to be delivered to the depositary in connection with a tender of shares hereunder. An option holder who wants to tender the shares such option holder would receive upon proper exercise of an option would have to exercise the option and then tender the actual shares. An exercise of an option cannot be revoked, even if shares received upon the exercise thereof and tendered in the tender offer are not purchased in the tender offer for any reason. Therefore, holders of vested but unexercised options should evaluate this Offer to Purchase and the related Letter of Transmittal carefully to determine whether participation in the tender offer would be advantageous to them based on their stock option exercise prices, the date(s) of their stock option grants and the time remaining to exercise their options, the tender price and the provisions for odd lot priority, conditional tender and proration described in Section 1. We strongly encourage each of those holders to discuss the tender offer with his or her tax advisor, broker and/or financial advisor. Holders of stock awards and other restricted equity interests may not tender shares or shares represented by such interests unless they are fully vested.

Nashua Corporation Employees’ Savings Plan.  Participants in the Nashua Corporation Employees’ Savings Plan may not use the Letter of Transmittal to direct the tender of shares held under that plan, but must use the appropriate separate election form sent to them from the plan administrator.

United States Federal Backup Withholding Tax.  Under the United States federal income tax backup withholding rules, 28% of the gross proceeds payable to a shareholder or other payee pursuant to the tender offer must be withheld and remitted to the United States Treasury, unless the shareholder or other payee (i) provides his or her taxpayer identification number (i.e., employer identification number or social security number) to the depositary and certifies that such number is correct and that such shareholder is not subject to backup withholding; or (ii) establishes that an exemption from withholding otherwise applies under applicable regulations. Therefore, unless such an exemption exists and is proven in a manner satisfactory to the depositary, each tendering shareholder should complete and sign the Substitute Form W-9 included with the Letter of Transmittal so as to provide the information and certification necessary to avoid backup withholding. Certain shareholders (including, among others, all corporations and certain foreign individuals) are not subject to these backup withholding and reporting requirements. In order for a foreign individual to qualify as an exempt recipient, that shareholder must submit a statement, signed under penalties of perjury, attesting to that shareholder’s exempt status. Tendering shareholders can obtain such statements from the depositary. See Instruction 11 of the Letter of Transmittal.

Any tendering shareholder or other payee who fails to complete fully and sign the Substitute Form W-9 included with the Letter of Transmittal may be subject to required United States federal income tax backup withholding of 28% of the gross proceeds paid to such shareholder or other payee pursuant to the tender offer.

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Gross proceeds payable pursuant to the tender offer to a foreign shareholder or his or her agent will be subject to withholding of United States federal income tax at a rate of 30%, unless we determine that a reduced rate of withholding is applicable pursuant to a tax treaty or that an exemption from withholding is applicable because such gross proceeds are effectively connected with the conduct of a trade or business within the United States. For this purpose, a “foreign shareholder” is defined in Section 13.

A foreign shareholder may be eligible to file for a refund of such tax or a portion of such tax if such shareholder meets the “complete termination,” “substantially disproportionate” or “not essentially equivalent to a dividend” tests described in Section 13 or if such shareholder is entitled to a reduced rate of withholding pursuant to a tax treaty and we withheld at a higher rate. In order to obtain a reduced rate of withholding under a tax treaty, a foreign shareholder must deliver to the depositary, before the payment is made, a properly completed and executed IRS Form W-8BEN claiming such an exemption or reduction. In order to claim an exemption from withholding on the grounds that gross proceeds paid pursuant to the tender offer are effectively connected with the conduct of a trade or business within the United States, a foreign shareholder must deliver to the depositary a properly executed IRS Form W-8ECI claiming such exemption. Tendering shareholders can obtain such IRS forms from the depositary. See Instruction 11 of the Letter of Transmittal. We urge foreign shareholders to consult their own tax advisors regarding the application of United States federal income tax withholding, including eligibility for a withholding tax reduction or exemption and the refund procedure.

For a discussion of material United States federal income tax consequences to tendering shareholders, see Section 13.

Guaranteed Delivery.  If a shareholder desires to tender shares under the tender offer but the shareholder’s share certificates are not immediately available or the shareholder cannot deliver the share certificates to the depositary before the expiration date, or the shareholder cannot complete the procedure for book-entry transfer on a timely basis, or if time will not permit all required documents to reach the depositary before the expiration date, the shareholder nevertheless may tender the shares, provided that the shareholder satisfies all of the following conditions:

•  the shareholder makes the tender by or through an eligible guarantor institution;

•  the depositary receives by hand, mail, overnight courier or facsimile transmission, before the expiration date, a properly completed and duly executed Notice of Guaranteed Delivery in the form we have provided, including (where required) a guarantee by an eligible guarantor institution in the form set forth in such Notice of Guaranteed Delivery; and

•  the depositary receives within three Nasdaq trading days after the date of receipt by the depositary of the Notice of Guaranteed Delivery, the share certificates, in proper form for transfer, or confirmation of book-entry transfer of the shares into the depositary’s account at the book-entry transfer facility, together with a properly completed and duly executed Letter of Transmittal, and including any required signature guarantees, or an agent’s message in the case of a book-entry transfer, and any other documents required by the Letter of Transmittal.

Return of Unpurchased Shares.  The depositary will return certificates for unpurchased shares promptly after the expiration or termination of the tender offer or the proper withdrawal of the tender of such shares, as applicable, or, in the case of shares tendered by book-entry transfer at the book-entry transfer facility, the depositary will credit the shares to the appropriate account maintained by the tendering shareholder at the book-entry transfer facility, in each case without expense to the shareholder.

Determination of Validity; Rejection of Shares; Waiver of Defects; No Obligation to Give Notice of Defects.  We will determine, in our sole discretion, all questions as to the number of shares that we will accept, and the validity, form, eligibility (including time of receipt) and acceptance for payment of any tender of shares, and our determination will be final and binding on all parties. We reserve the absolute right to reject any or all tenders of any shares that we determine are not in proper form or the acceptance for payment of or payment for which we determine may be unlawful. We also reserve the absolute right, subject to applicable law, to waive any defect or irregularity in any tender with respect to any particular shares or any particular shareholder. Our interpretation of the terms of the tender offer, including the Letter of Transmittal and the instructions thereto, will be final and binding on

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all parties. No tender of shares will be deemed to have been properly made until the shareholder cures, or we waive, all defects or irregularities. None of us, the depositary, the information agent, the dealer manager, or any other person will be under any duty to give notification of any defects or irregularities in any tender or incur any liability for failure to give this notification.

Tendering Shareholder’s Representation and Warranty; Nashua’s Acceptance Constitutes an Agreement.  A tender of shares under any of the procedures described above will constitute the tendering shareholder’s acceptance of the terms and conditions of the tender offer, as well as the tendering shareholder’s representation and warranty to us that:

•  the shareholder has a net long position in the shares or equivalent securities at least equal to the shares tendered within the meaning of Rule 14e-4 of the Exchange Act; and

•  the tender of shares complies with Rule 14e-4.

It is a violation of Rule 14e-4 under the Exchange Act for a person, directly or indirectly, to tender shares for his own account unless the person so tendering (i) has a net long position equal to or greater than the number of (x) shares tendered or (y) other securities immediately convertible into, or exercisable or exchangeable for, the number of shares tendered and will acquire such shares for tender by conversion, exercise or exchange of such other securities and (ii) will cause such shares to be delivered in accordance with the terms of the tender offer.

Rule 14e-4 provides a similar restriction applicable to the tender or guarantee of a tender on behalf of another person. Our acceptance for payment of shares tendered under the tender offer will constitute a binding agreement between the tendering shareholder and us upon the terms and subject to the conditions of the tender offer.

Lost or Destroyed Certificates.  Shareholders whose share certificate for part or all of their shares has been lost, stolen, misplaced or destroyed may contact American Stock Transfer & Trust Company, our transfer agent, at (800) 937-5449, for instructions as to how to obtain a replacement share certificate. That share certificate will then be required to be submitted together with the Letter of Transmittal in order to receive payment for shares that are tendered and accepted for payment. The shareholder may have to post a bond to secure against the risk that the share certificate subsequently may emerge. We urge shareholders to contact American Stock Transfer & Trust Company immediately in order to permit timely processing of this documentation.

Shareholders must deliver share certificates, together with a properly completed and duly executed Letter of Transmittal, including any signature guarantees, or an agent’s message in the case of a book-entry transfer, and any other required documents to the depositary and not to us, the information agent or the dealer manager. None of us, the information agent or the dealer manager will forward any such documents to the depositary, and delivery to us, the information agent or the dealer manager will not constitute a valid tender of shares.

4.   Withdrawal Rights.

Shareholders may withdraw shares tendered under the tender offer, at any time prior to the expiration date, according to the procedures described below. Thereafter, such tenders are irrevocable, except that they may be withdrawn at any time after 12:00 midnight, New York City time, on June 28, 2007, unless such tendered shares have been previously accepted for payment as provided in this document.

For a withdrawal to be effective, the depositary must timely receive a written notice of withdrawal at one of the depositary’s addresses set forth on the back cover page of this document. Any such notice of withdrawal must specify the name of the tendering shareholder, the number of shares that the shareholder wishes to withdraw and the name of the registered holder of the shares. If the share certificates to be withdrawn have been delivered or otherwise identified to the depositary, then, before the release of the share certificates, the serial numbers shown on the share certificates must be submitted to the depositary, and the signature(s) on the notice of withdrawal must be guaranteed by an eligible guarantor institution, unless the shares have been tendered for the account of an eligible guarantor institution.

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If a shareholder has used more than one Letter of Transmittal or has otherwise tendered shares in more than one group of shares, the shareholder may withdraw shares using either separate notices of withdrawal or a combined notice of withdrawal, so long as the information specified above is included.

If a shareholder has tendered shares under the procedure for book-entry transfer set forth in Section 3, any notice of withdrawal also must specify the name and the number of the account at the book-entry transfer facility to be credited with the withdrawn shares and must otherwise comply with the book-entry transfer facility’s procedures. We will determine all questions as to the form and validity (including the time of receipt) of any notice of withdrawal, in our sole discretion, and such determination will be final and binding on all parties. None of us, the depositary, the information agent, the dealer manager, or any other person will be under any duty to give notification of any defects or irregularities in any notice of withdrawal or incur any liability for failure to give any such notification.

A shareholder may not rescind a withdrawal, and we will deem any shares that a shareholder properly withdraws not properly tendered for purposes of the tender offer, unless the shareholder properly re-tenders the withdrawn shares before the expiration date by following one of the procedures described in Section 3.

If we extend the tender offer, are delayed in our purchase of shares or are unable to purchase shares under the tender offer for any reason, then, without prejudice to our rights under the tender offer, the depositary may, subject to applicable law, retain tendered shares on our behalf, and shareholders may not withdraw these shares except to the extent tendering shareholders are entitled to withdrawal rights pursuant to applicable law and as described in this Section 4.

5.   Purchase of Shares and Payment of Purchase Price.

Upon the terms and subject to the conditions of the tender offer, promptly following the expiration date, we will accept for payment and pay the purchase price for, and thereby purchase, up to 1,900,000 shares properly tendered and not properly withdrawn prior to the expiration date.

For purposes of the tender offer, we will be deemed to have accepted for payment, and therefore purchased, shares that are properly tendered and not properly withdrawn, subject to the odd lot priority, proration and conditional tender provisions of the tender offer, only when, as and if we give oral or written notice to the depositary of our acceptance of the shares for payment pursuant to the tender offer.

Upon the terms and subject to the conditions of the tender offer, promptly after the expiration date, we will accept for payment and pay a single per share purchase price of $10.50 per share for 1,900,000 shares, subject to increase or decrease as provided in Section 14, if properly tendered and not properly withdrawn, or such lesser number of shares as are properly tendered and not properly withdrawn.

We will pay for shares that we purchase pursuant to the tender offer by depositing the aggregate purchase price for these shares with the depositary, which will act as agent for tendering shareholders for the purpose of receiving payment from us and transmitting payment to the tendering shareholders.

In the event of proration, we will determine the proration factor and pay for those tendered shares accepted for payment promptly after the expiration date; however, we do not expect to be able to announce the final results of any proration, and we do not expect to commence payment for shares purchased, until at least five business days after the expiration date. Under no circumstances will we pay interest on the purchase price regardless of any delay in making the payment. Shares tendered and not purchased, including all shares tendered that we do not accept for purchase due to proration or conditional tenders, will be returned to the tendering shareholder, or, in the case of shares tendered by book-entry transfer, will be credited to the account maintained with the book-entry transfer facility by the participant therein who so delivered the shares, at our expense, promptly after the expiration date or termination of the tender offer without expense to the tendering shareholders. If certain events occur, we may not be obligated to purchase shares pursuant to the tender offer. See Section 7.

We will pay all stock transfer taxes, if any, payable on the transfer to us of shares purchased under the tender offer. If, however,

•  payment of the purchase price is to be made to any person other than the registered holder;

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•  certificate(s) for shares not tendered or tendered but not purchased are to be returned in the name of and to any person other than the registered holder(s) of such shares; or

•  tendered certificates are registered in the name of any person other than the person signing the Letter of Transmittal,

the amount of all stock transfer taxes, if any (whether imposed on the registered holder or the other person), payable on account of the transfer to the person will be deducted from the purchase price unless satisfactory evidence of the payment of the stock transfer taxes, or exemption therefrom, is submitted. See Instruction 8 of the Letter of Transmittal.

Any tendering shareholder or other payee that fails to complete fully, sign and return to the depositary the Substitute Form W-9 (or such other IRS form as may be applicable) included with the Letter of Transmittal may be subject to required United States federal income tax backup withholding on the gross proceeds paid to the shareholder or other payee under the tender offer. See Section 3. Also, see Section 3 regarding United States federal income tax consequences for foreign shareholders.

6.   Conditional Tender of Shares.

Subject to the exception for holders of odd lots, in the event of an over-subscription of the tender offer, shares tendered prior to the expiration date will be subject to proration. See Section 1. As discussed in Section 13, the number of shares to be purchased from a particular shareholder may affect the United States federal income tax treatment of the purchase to the shareholder and the shareholder’s decision whether to tender. Accordingly, a shareholder may tender shares subject to the condition that we must purchase a specified minimum number of the shareholder’s shares tendered pursuant to a Letter of Transmittal, if we purchase any shares tendered. Any shareholder desiring to make a conditional tender must so indicate in the box entitled “Conditional Tender” in the Letter of Transmittal and, if applicable, in the Notice of Guaranteed Delivery, and indicate the minimum number of shares that we must purchase, if we purchase any shares. See Section 13.

After the expiration date, if more than 1,900,000 shares are properly tendered and not properly withdrawn, so that we must prorate our acceptance of and payment for tendered shares, we will calculate a preliminary proration percentage based upon all shares properly tendered, conditionally or unconditionally. If the effect of this preliminary proration would be to reduce the number of shares that we purchase from any shareholder below the minimum number specified, the shares conditionally tendered will automatically be regarded as withdrawn (except as provided in the next paragraph). All shares tendered by a shareholder subject to a conditional tender that are withdrawn as a result of proration will be promptly returned at our expense to the tendering shareholder.

After giving effect to these withdrawals, we will accept the remaining properly tendered shares, conditionally or unconditionally, on a pro rata basis, if necessary. If conditional tenders that would otherwise be regarded as withdrawn would cause the total number of shares that we purchase to fall below 1,900,000 shares, then, to the extent feasible, we will select enough of the shares conditionally tendered that would otherwise have been withdrawn to permit us to purchase such number of shares. In selecting among the conditional tenders, we will select by random lot, treating all tenders by a particular taxpayer as a single lot, and we will limit our purchase in each case to the designated minimum number of shares to be purchased. To be eligible for purchase by random lot, shareholders whose shares are conditionally tendered must have tendered all of their shares.

7.   Conditions of the Tender Offer.

Notwithstanding any other provision of the tender offer, we will not be required to accept for payment, purchase or pay for any shares tendered, and may terminate or amend the tender offer or may postpone the acceptance for payment of, or the purchase of and the payment for shares tendered, subject to the rules under the Exchange Act, if, at any time on or after May 29, 2007, and before the expiration of the tender offer, any of the following events shall have occurred (or shall have been reasonably determined by us to have occurred) that, in our reasonable judgment and regardless of the circumstances giving rise to the event or events (except to the extent that

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such circumstances arise out of our action or omission), make it inadvisable to proceed with the tender offer or with acceptance for payment:

•  there has been instituted or been pending or we have received notice of any action or proceeding by any government or governmental, regulatory or administrative agency, authority or tribunal or any other person, domestic or foreign, before any court, authority, agency or tribunal that directly or indirectly:

¢	challenges or seeks to challenge, restrain, prohibit or delay the making of the tender offer, the acquisition of some or all of the shares under the tender offer or otherwise relates in any manner to the tender offer; or
¢	in our reasonable judgment, could materially and adversely affect the business, condition (financial or otherwise), assets, income or operations of us or any of our subsidiaries, or otherwise materially impair the contemplated benefits of the tender offer as described in Section 2;

•  there is any action pending or of which we have received notice, or there has been any approval withheld, or any statute, rule, regulation, judgment, order or injunction threatened, proposed, sought, promulgated, enacted, entered, amended, enforced or deemed to be applicable to the tender offer or us or any of our subsidiaries, by any court or any authority, agency or tribunal that, in our reasonable judgment, would:

¢	make the acceptance for payment of, or payment for, some or all of the shares illegal or otherwise restrict or prohibit completion of the tender offer;
¢	materially delay or restrict the ability of us, or render us unable, to accept for payment or pay for some or all of the shares;
¢	materially impair the contemplated benefits of the tender offer to us; or
¢	materially and adversely affect the business, condition (financial or otherwise), assets, income or operations of us or our subsidiaries, or otherwise materially impair the contemplated future conduct of the business of us or any of our subsidiaries;

•  there shall have occurred:

¢	any general suspension of trading in, or limitation on prices for, securities on any national securities exchange or in the over-the-counter market in the United States;
¢	the declaration of a banking moratorium or any suspension of payments in respect of banks in the United States;
¢	a material change in United States or any other currency exchange rates or a suspension of or limitation on the markets therefor;
¢	the commencement or escalation of a war, armed hostilities or other international or national calamity directly or indirectly involving the United States or any of its territories, including but not limited to an act of terrorism;
¢	any limitation (whether or not mandatory) by any governmental, regulatory or administrative agency or authority on, or any disruption or adverse change or other event in the financial or capital markets generally or the market for loan syndications in particular, that, in our reasonable judgment, would affect the extension of credit by banks or other lending institutions in the United States;
¢	any change in the general political, market, economic or financial conditions in the United States or abroad that could, in our reasonable judgment, have a material adverse effect on the business, condition (financial or otherwise), assets, income or operations of us or our subsidiaries or on the trading of the shares, or on the benefits of the tender offer to us as described in Section 2;
¢	any decrease by more than 15% in the market price of the shares or the Dow Jones Industrial Average, the Standard and Poor’s Index of 500 Industrial Companies, the New York Stock Exchange Composite Index or the Nasdaq Composite Index, measured from the close of business on May 29, 2007; or

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¢   in the case of any of the foregoing existing at the time of the commencement of the tender offer, a material acceleration or worsening thereof;

•  a tender offer or exchange offer for any or all of the shares (other than this tender offer), or any merger, business combination or other similar transaction with or involving us or any of our subsidiaries or affiliates shall have been proposed, announced or made by any person, entity or group;

•  any of the following shall have occurred:

¢	any “group” (as that term is used in Section 13(d)(3) of the Exchange Act) shall own or have acquired or proposed to acquire, or any entity or individual shall have acquired or proposed to acquire, beneficial ownership of more than 5% of our outstanding shares (other than as and to the extent disclosed in a Schedule 13D or Schedule 13G filed with the SEC on or before May 29, 2007);
¢	any entity, group or person that has filed a Schedule 13D or Schedule 13G with the SEC on or before May 29, 2007, with respect to our shares shall have acquired or proposed to acquire beneficial ownership of an additional 2% or more of our outstanding shares; or
¢	any entity, group or person shall have filed after May 29, 2007, a Notification and Report Form under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended, or made a public announcement indicating an intent to acquire us or any of our subsidiaries or any of our or their respective assets or securities;

•  any change or combination of changes (or condition, event or development involving a prospective change) has occurred in the business, condition (financial or otherwise), assets, income, operations or stock ownership of us or any of our subsidiaries, that in our judgment is or may reasonably be likely to be material and adverse to us or any of our subsidiaries, or the benefits of the tender offer to us;

•  any approval, permit, authorization, favorable review or consent of any governmental entity required to be obtained in connection with the tender offer has not been obtained on terms satisfactory to us in our reasonable judgment;

•  we reasonably determine that the completion of the tender offer and the purchase of the shares may:

¢	cause the shares to be held of record by fewer than 300 persons; or
¢	cause the shares to be delisted from the Nasdaq or to be eligible for deregistration under the Exchange Act; or

•  we have insufficient cash on hand and there are insufficient funds available under our Second Amended and Restated Credit Agreement with LaSalle Bank National Association and Bank of America to repurchase the shares tendered pursuant to the tender offer.

The foregoing conditions are for our sole benefit, may be asserted by us regardless of the circumstances giving rise to any of these conditions (except to the extent that such circumstances arise out of our action or omission) and may be waived by us, in whole or in part, at any time and from time to time, before the expiration of the tender offer, in our sole discretion. Our failure, at any time, to exercise any of the foregoing rights will not be deemed a waiver of any of these rights, and each of these rights will be deemed an ongoing right that may be asserted at any time and from time to time before the expiration of the tender offer. Any determination or judgment by us concerning the events described above will be final and binding on all parties.

8.   Price Range of Shares; Dividends; Prior Issuer Purchases.

Our common stock is listed and traded on the Nasdaq under the trading symbol “NSHA.” The following table sets forth the high and low sales prices for our common stock (as reported by the Nasdaq based on published

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financial sources) for, and the cash dividends declared on our common stock during, each of the quarterly periods presented.

					Dividend
	High		Low		Paid
Fiscal Year 2007						—
Second Quarter (through May 25, 2007)	$	9.60	$	8.22		—
First Quarter		9.38		7.27		—
Fiscal Year 2006 (ending December 31, 2006)
Fourth Quarter		8.48		5.96		—
Third Quarter		7.50		5.70		—
Second Quarter		10.29		6.70		—
First Quarter		8.62		6.20		—
Fiscal Year 2005 (ending December 31, 2005)
Fourth Quarter		8.01		5.50		—
Third Quarter		9.39		5.75		—
Second Quarter		9.75		8.40		—
First Quarter		11.95		8.47		—

Dividends.  Our ability to pay dividends is restricted under the provisions of our Second Amended and Restated Credit Agreement with LaSalle Bank National Association and Bank of America, which allows us to use cash for dividends to the extent that the availability under the line of credit exceeds $3,000,000. We did not declare or pay a cash dividend on our common stock in 2007, 2006 or 2005.

Issuer Stock Purchases.

The following table provides information about purchases by us of our common stock during the past two years:

	Total Number of		Range of	Average Price
Quarter	Shares Purchased		Prices Paid	Paid per Share
First Quarter 2007		100,000	$8.00	$	8.00
Fourth Quarter 2006		15,429	$6.76 - $8.00	$	7.11

Recent Market Price.  We publicly announced the tender offer on May 29, 2007. On May 25, 2007, the last trading day prior to printing of the tender offer, the reported closing price per share of our common stock on the Nasdaq was $8.82. Tendering your shares pursuant to the tender offer, especially at the offering price in the tender offer, could result in your receiving less consideration per share than you could receive in an open market sale. Accordingly, we urge shareholders to obtain current market quotations for our shares before deciding whether to tender their shares.

Shareholders of Record.  As of May 25, 2007, there were 1,004 shareholders of record of our common stock, according to information furnished by our stock transfer agent and registrar, American Stock Transfer & Trust Company. Several brokerage firms, commercial banks, trusts companies and other institutions (“nominees”) are listed once on the shareholders of record listing. However, in most cases, such nominees’ holdings represent blocks of our stock held in brokerage accounts for a number of individual shareholders. Thus, our actual number of shareholders is difficult to estimate with precision, but that number is likely to be higher than the number of registered shareholders of record.

9.   Source and Amount of Funds.

Assuming we purchase 1,900,000 shares pursuant to the tender offer at a price of $10.50 per share, we expect that the aggregate Purchase Price including all related fees and expenses will be approximately $20,300,000. We

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expect to fund the purchase of shares tendered in the offer and the payment of related fees and expenses from cash on hand and/or borrowings under the credit facilities described below.

On May 23, 2007, we entered into the Second Amended and Restated Credit Agreement with LaSalle Bank National Association and Bank of America (the “Credit Agreement”). The terms of the Credit Agreement are set forth in the documents filed with the Securities and Exchange Commission.

The Credit Agreement provides for a $10,000,000 term loan that matures on March 30, 2012. Quarterly payments of $625,000 on the term loan commence on June 30, 2008. The Credit Agreement also provides for a $28,000,000 revolving loan commitment that matures on March 30, 2012.

The availability of revolving loans under the Credit Agreement is subject to customary conditions, including the absence of any defaults thereunder and the accuracy of our representations and warranties contained therein.

The Credit Agreement and related documents include representations and warranties, covenants and events of default, including requirements that we observe and maintain covenants, including a fixed charge coverage ratio and a funded debt to adjusted EBITDA ratio, and limitations on capital expenditures, other debt, liens, dividend payments and mergers, consolidations, acquisitions and sales of assets.

Loans under the Credit Agreement will bear interest at our option at the prime rate or LIBOR plus incremental basis points depending on the ratio of EBITDA to total funded bank debt. The LIBOR rate ranges from LIBOR plus 1.25% to LIBOR plus 2.0%.

Fees for letters of credit under the revolving credit facility will accrue at a rate of 1.25% on outstanding balances.

In addition to the above fees, we will pay a commitment fee on the daily unused amount of the revolving credit facility calculated based on a rate that ranges between 0.25% and 0.375% depending on the ratio of EBITDA to total funded bank debt.

Assuming that we purchase 1,900,000 shares pursuant to the offering at a price of $10.50 per share, we expect to utilize all of the $10,000,000 proceeds from the term loan and approximately $10,300,000 of the proceeds from the revolving line of credit to purchase shares in the tender offer and to pay for related fees and expenses. We anticipate that we will use the remaining funds available under the revolving credit facility for general corporate purposes. We anticipate that amounts borrowed under the Credit Agreement will be repaid from internally generated funds.

We do not have any alternative financing plans or alternative financing arrangements.

10.   Certain Information About Nashua.

General.  Nashua is a manufacturer, converter and marketer of labels and specialty papers. Our primary products include thermal and other coated papers, wide-format papers, pressure-sensitive labels, tags, and transaction and financial receipts.

Nashua is incorporated in Massachusetts. Our principal executive offices are located at 11 Trafalgar Square, Suite 201, Nashua, New Hampshire 03063, and our telephone number is (603) 880-2323. Our Internet address is www.nashua.com. Copies of our reports, including our annual report on Form 10-K, our quarterly reports on Form 10-Q, our current reports on Form 8-K and amendments to those reports filed or furnished pursuant to Section 13(a) or 15(d) of the Exchange Act can all be accessed from our website free of charge and immediately after filing with the Securities and Exchange Commission. We are subject to the informational requirements of the Exchange Act, and, accordingly, file reports, proxy statements and other information with the Securities and Exchange Commission. Such reports, proxy statements and other information can be read and copied at the public reference facilities maintained by the Securities and Exchange Commission at the Public Reference Room, 100 F Street, NE, Washington, D.C. 20549. Information regarding the operation of the Public Reference Room may be obtained by calling the Securities and Exchange Commission at (800) SEC-0330. The Securities and Exchange

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Commission maintains a website (www.sec.gov) that contains reports, proxy and information statements and other information regarding issuers that file electronically with the Securities and Exchange Commission.

Recent Developments

On March 30, 2006, we entered into an Amended and Restated Credit Agreement with LaSalle Bank National Association and the lenders party thereto (the “Restated Credit Agreement”), to amend and restate in its entirety our Credit Agreement, dated March 1, 2002, as amended (the “Original Credit Agreement”). The Restated Credit Agreement extended the term of the credit facility under the Original Credit Agreement to March 31, 2009, and provided for a revolving credit facility of $35,000,000, including a $5,000,000 sublimit for the issuance of letters of credit, and a $2,840,000 secured letter of credit that will continue to support Industrial Development Revenue Bonds issued by the Industrial Development Board of the City of Jefferson City, Tennessee.

On March 31, 2006, we discontinued our toner and developer business in our Imaging Supplies segment. All information related to the toner and developer business is classified as discontinued operations in our Annual Report on Form 10-K for the fiscal year ended December 31, 2006.

On May 4, 2006, Thomas G. Brooker succeeded Andrew B. Albert as Chief Executive Officer and President. Mr. Albert continues to serve as a director and remained employed by us as Chairman of the Board of Directors, until January 1, 2007, when Mr. Albert became a non-executive employee and an advisor to our Chief Executive Officer. Mr. Albert will also continue to serve, at the pleasure of our Board of Directors, as its non-executive Chairman.

On November 6, 2006, our Board of Directors authorized the repurchase of up to 500,000 shares of our common stock from time to time on the open market or in privately negotiated transactions.

On November 17, 2006, we sold our real estate located in Nashua, New Hampshire, for a purchase price of $2,000,000. On November 26, 2006, we sold our property in Merrimack, New Hampshire, to Equity Industrial Partners Corp. for a purchase price of $18,500,000, subject to certain adjustments specified in a purchase and sale agreement. We subsequently leased approximately 156,000 square feet of the Merrimack, New Hampshire, real estate for continued use by our Specialty Paper Products segment.

On January 12, 2007, we entered into a First Amendment to our Restated Credit Agreement (the “Amendment”). The Amendment provided for a reduction in the loans and letters of credit available under the credit facility from the aggregate principal or face amount of $35,000,000 at any time outstanding to the aggregate principal or face amount of $20,000,000 at any time outstanding.

On May 23, 2007, we entered into the Second Amended and Restated Credit Agreement, which provides for an increase in the revolving credit facility from $20,000,000 to $28,000,000 and provides a term loan of $10,000,000. Quarterly installments of $625,000 for the repayment of the term loan commence on June 30, 2008. The agreement extends the term of the revolving line of credit and term credit facility to March 30, 2012. Pursuant to the Second Amended and Restated Credit Agreement, all other terms of the Restated Credit Agreement remain unchanged.

Certain Financial Information

We incorporate by reference the financial statements and notes thereto included in Item 8 of our Annual Report on Form 10-K for the fiscal year ended December 31, 2006, and we incorporate by reference the financial statements and the notes thereto included in our Quarterly Report on Form 10-Q for the quarterly period ended March 30, 2007.

Set forth below are our condensed unaudited pro forma balance sheets, statements of income and ratio of earnings to fixed charges.

The unaudited pro forma consolidated balance sheet as of March 30, 2007, gives effect to new debt proceeds totaling approximately $20,000,000 and the application of the estimated proceeds, net of finance charges and

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expenses of approximately $300,000, to the purchase of 1,900,000 of our shares assuming a price of $10.50 per share, as if such transactions had been completed as of March 30, 2007.

The unaudited pro forma consolidated statement of income for the year ended December 31, 2006 gives effect to the receipt of the new debt proceeds, net of finance charges and expenses, as if all such transactions had been completed as of January 1, 2006. The unaudited pro forma consolidated statement of income for the three months ended March 30, 2007, gives effect to the receipt of the new debt proceeds, net of finance charges and expenses, as if all such transactions had been completed as of January 1, 2007.

Additionally, the unaudited pro forma ratio of earnings to fixed charges reflects the year ended December 31, 2006, and the three months ended March 30, 2007, both using financial information as reported and giving effect to the receipt of the new debt proceeds, net of finance charges and expenses, as if all such transactions had been completed as of January 1, 2006, and January 1, 2007, respectively.

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NASHUA CORPORATION AND SUBSIDIARIES

CONDENSED UNAUDITED PRO FORMA CONSOLIDATED BALANCE SHEET

	March 30, 2007
				Pro Forma
	As Reported			Adjustments			Pro Forma
	(In thousands, except per share data
	and information in footnotes)
ASSETS
Current assets:
Cash and equivalents	$	1,270		$	(450	)(a)	$	820
Accounts receivable		27,392						27,392
Inventories
Raw materials		12,138						12,138
Work in process		2,648						2,648
Finished goods		10,812						10,812
		25,598						25,598
Other current assets		2,733						2,733
Total current assets		56,993			(450	)		56,543
Plant and equipment		70,688						70,688
Accumulated depreciation		(45,143	)					(45,143	)
		25,545						25,545
Goodwill		31,516						31,516
Intangible assets, net of amortization		519						519
Loans to related parties		1,071						1,071
Other assets		11,676			65	(b)		11,741
Total assets	$	127,320		$	(385	)	$	126,935
LIABILITIES AND SHAREHOLDERS’ EQUITY
Current liabilities:
Accounts payable	$	15,682					$	15,682
Accrued expenses		9,625						9,625
Current maturities of long-term debt		—						—
Current maturities of notes payable to related parties		83						83
Total current liabilities		25,390						25,390
Long-term debt		3,800			19,950	(c)		23,750
Notes payable to related parties		264						264
Other long-term liabilities		28,573						28,573
Total long-term liabilities		32,637			19,950			52,587
Shareholders’ equity
Common stock		6,257			(1,900	)(d)		4,357
Additional paid-in capital		16,128			(4,898	)(d)		11,230
Retained earnings		61,581			(13,537	)(d)		48,044
Accumulated other comprehensive loss:
Minimum pension liability adjustment, net of tax		(14,673	)					(14,673	)
		69,293			(20,335	)		48,958
Total liabilities and shareholders’ equity	$	127,320		$	(385	)	$	126,935
Book value per share	$	11.07					$	11.24

(a)	Reflects the payment of financing costs ($155,000) and costs of tender offer ($295,000).
(b)	Reflects the capitalization of $155,000 in new debt financing costs, and the write-off of unamortized debt costs from previous agreement ($90,000).
(c)	Reflects borrowing under new credit agreement.
(d)	Reflects the purchase of 1,900,000 shares of common stock assuming a maximum price of $10.50 per share plus $295,000 of expenses and write-off of unamortized debt costs of ($90,000).

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NASHUA CORPORATION AND SUBSIDIARIES

CONDENSED UNAUDITED PRO FORMA CONSOLIDATED STATEMENT OF OPERATIONS

	For the Three Months Ended March 30, 2007
				Pro Forma
	As Reported			Adjustments			Pro Forma
	(In thousands, except per share data)
Net sales	$	65,169					$	65,169
Cost of products sold		53,718						53,718
Gross margin		11,451						11,451
Selling, distribution, general and administrative expenses		10,066						10,066
Research and development expenses		274						274
Loss from equity investment		71						71
Interest expense, net		112		$	490	(a)		602
Other income		(168	)					(168	)
Income from continuing operations before income taxes		1,096			(490	)		606
Provision for income taxes		459			(196	)(b)		263
Income from continuing operations		637			(294	)		343
Income from discontinued operations, net of taxes		289			—			289
Net income	$	926		$	(294	)	$	632
Per share amounts:
Income from continuing operations per common share	$	0.10					$	0.08
Income from discontinued operations per common share		0.05						0.07
Net income per common share	$	0.15					$	0.15
Income from continuing operations per common share — assuming dilution	$	0.10					$	0.08
Income from discontinued operations per common share — assuming dilution		0.05						0.07
Net income per common share — assuming dilution	$	0.15					$	0.15
Average shares outstanding:
Common shares		6,140			(1,900	)(c)		4,240
Common shares — assuming dilution		6,199			(1,900	)(c)		4,299

(a)	Reflects the additional interest expense at a weighted average rate of 8 percent and write-off of debt cost amortization costs if all such transactions had been completed as of January 1, 2007.
(b)	Reflects tax benefit of interest expense.
(c)	Reflects shares purchased under tender offer if such transaction had been completed as of January 1, 2007.

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NASHUA CORPORATION AND SUBSIDIARIES

CONDENSED UNAUDITED PRO FORMA CONSOLIDATED STATEMENT OF OPERATIONS

	For the Year Ended December 31, 2006
				Pro Forma
	As Reported			Adjustments			Pro Forma
	(In thousands, except per share data)
Net sales	$	269,043					$	269,043
Cost of products sold		228,389						228,389
Gross margin		40,654						40,654
Selling and distribution expenses		23,894						23,894
General and administrative expenses		19,085						19,085
Research and development expenses		644						644
Net loss on curtailment of pension and postretirement plans		580						580
Loss from equity investment		440						440
Gain on sale of real estate		(8,976	)					(8,976	)
Impairment of intangible assets		565						565
Interest expense		1,511		$	1,469	(a)		2,980
Other income		(1,181	)					(1,181	)
Income from continuing operations before income taxes		4,092			(1,469	)		2,623
Provision for income taxes		2,086			(588	)(b)		1,498
Income from continuing operations		2,006			(881	)		1,125
Income from discontinued operations, net of taxes		1,593			—			1,593
Net income	$	3,599		$	(881	)	$	2,718
Per share amounts:
Income from continuing operations per common share	$	0.32					$	0.26
Income from discontinued operations per common share		0.26						0.38
Net income per common share	$	0.58					$	0.64
Income from continuing operations per common share — assuming dilution	$	0.32					$	0.26
Income from discontinued operations per common share — assuming dilution		0.26						0.37
Net income per common share — assuming dilution	$	0.58					$	0.63
Average shares outstanding:
Common shares		6,140			(1,900	)(c)		4,240
Common shares — assuming dilution		6,194			(1,900	)(c)		4,294

(a)	Reflects the additional interest expense at a weighted average rate of 6.9 percent and write-off of debt cost amortization costs if all such transactions had been completed as of January 1, 2006.
(b)	Reflects tax benefit of interest expense.
(c)	Reflects shares purchased under tender offer if such transaction had been completed as of January 1, 2007.

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NASHUA CORPORATION AND SUBSIDIARIES

RATIO OF EARNINGS TO FIXED CHARGES

	For the Year Ended				For the Three Months Ended
	December 31, 2005		December 31, 2006		March 31, 2006		March 30, 2007
Historical (unaudited)		1.77		4.00		*		11.42
Pro forma (unaudited)				2.03				2.12

*  For the three months ended March 31, 2006, earnings were inadequate to cover fixed charges. The earnings coverage deficiency was $934,000.

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Where You Can Find More Information.  We are subject to the information requirements of the Exchange Act, and, in accordance therewith, file periodic reports, proxy statements and other information relating to our business, financial condition and other matters. We are required to disclose in these proxy statements certain information, as of particular dates, concerning our directors and executive officers, their compensation, stock options granted to them, the principal holders of our securities and any material interest of such persons in transactions with us. Pursuant to Rule 13e-4(c)(2) under the Exchange Act, we have filed electronically with the SEC an Issuer Tender Offer Statement on Schedule TO that includes additional information with respect to the tender offer. The SEC also maintains a web site on the Internet at www.sec.gov that contains reports, proxy and information statements and other information regarding registrants that file electronically with the SEC. This material and other information may be inspected at the public reference facilities maintained by the SEC at 100 F Street, N.E., Room 1580, Washington, D.C. 20549. Copies of this material can also be obtained by mail, upon payment of the SEC’s customary charges, by writing to the Public Reference Section at 100 F Street, N. E., Washington, D.C. 20549. These reports, statements and other information concerning us also can be inspected at the offices of the Nasdaq, One Liberty Plaza, 165 Broadway, New York, New York 10006.

Incorporation by Reference.  The SEC’s rules allow us to “incorporate by reference” information into this document, which means that we can disclose important information to you by referring you to another document filed separately with the SEC. These documents contain important information about us.

SEC Filings (File No. 1-05492)	Period or Date (If Applicable)	Date Filed with SEC
Annual Report on Form 10-K	Year Ended December 31, 2006	March 26, 2007
Definitive Proxy Statement		March 27, 2007
Current Report on Form 8-K	April 19, 2007	April 24, 2007
Current Report on Form 8-K	April 30, 2007	May 1, 2007
Quarterly Report on Form 10-Q	Quarter Ended March 30, 2007	May 4, 2007
Current Report on Form 8-K	May 23, 2007	May 29, 2007

We incorporate by reference the documents listed above. Additionally, we may, at our discretion, incorporate by reference into this Offer to Purchase documents we subsequently file with the SEC pursuant to Sections 13(a), 13(c), 14 or 15(d) of the Exchange Act subsequent to the date of the Offer to Purchase by filing an amendment to the Schedule TO for such purpose. Nothing in this Offer to Purchase shall be deemed to incorporate information furnished but not filed with the SEC pursuant to Items 2.02 and 7.01 of any Current Report on Form 8-K. In addition, any document or statement contained in a document incorporated or deemed to be incorporated herein by reference shall be deemed to be modified or superseded for purposes of this Offer to Purchase to the extent that a statement contained herein, any document filed herewith or in any subsequently filed document that also is or is deemed to be incorporated by reference herein modifies or supersedes such document or statement. Any document or statement so modified or superseded shall not be deemed, except as so modified or superseded, to constitute a part of this Offer to Purchase.

You may request a copy of these filings, at no cost, by writing or telephoning us at our principal executive offices at the following address: Investor Relations, Nashua Corporation, 11 Trafalgar Square, Suite 201, Nashua, New Hampshire 03063. Please be sure to include your complete name and address in the request.

11.   Interests of Directors, Executive Officers and Affiliates; Transactions and Arrangements Concerning Shares.

As of May 25, 2007, we had 6,261,109 shares outstanding (not including 178,719 shares reserved for issuance and not yet issued under various equity compensation plans). The 1,900,000 shares we are offering to purchase under the tender offer represent approximately 30% of the total shares outstanding as of that date (or approximately 30% of the shares on a diluted basis, assuming the exercise of all outstanding vested stock options).

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To the best of our knowledge, the following table sets forth certain information regarding the beneficial ownership of our common stock as of May 25, 2007, for all of our executive officers, directors and all directors and executive officers as a group.

		Shares
		Beneficially			Percent
Name	Position	Owned(1)			of Class
Thomas G. Brooker	President and Chief Executive Officer		104,086	(1)(2)		1.7	%
John L. Patenaude	Vice President-Finance, Chief		106,219	(1)(3)(4)		1.7	%
	Financial Officer and Treasurer
Margaret M. Callan	Corporate Controller		3,154	(3)(4)		*
W. Todd McKeown	Vice President, Sales and Marketing		15,000	(1)		*
Thomas M. Kubis	Vice President, Operations		21,017	(1)(4)		*
Michael D. Travis	Vice President, Marketing		12,737	(1)(4)(7)		*
Donald A. Granholm	Vice President, Supply Chain		7,587	(1)(4)		*
	Management
Andrew B. Albert	Chairman of the Board		335,002	(1)(3)(4)		5.4	%
L. Scott Barnard	Director		15,000	(3)		*
Avrum Gray	Director		99,418	(3)(5)		1.6	%
Michael T. Leatherman	Director		100			*
George R. Mrkonic, Jr.	Director		28,702	(3)		*
Mark E. Schwarz	Director		1,075,079	(3)(6)		17.2	%
Directors and Executive Officers as a group (13 persons)			1,823,101	(3)(4)(8)		29.1	%

*	Less than 1%
(1)	Includes shares of restricted stock that will vest upon achievement of certain target average closing prices of our common stock over the 40 consecutive trading day period that ends on the third anniversary of the date of grant.

	Number of
Name	Restricted Shares		Date of Grant
Mr. Brooker		40,000	May 4, 2006
Mr. Patenaude		26,000	June 15, 2004
Mr. McKeown		15,000	September 1, 2006
Mr. Kubis		15,000	September 1, 2006
Mr. Travis		10,000	October 3, 2006
Mr. Granholm		5,000	October 3, 2006
Mr. Albert		54,000	June 15, 2004

The terms of the restricted stock provide that 33% of such shares will vest if the 40-day average closing price of at least $13.00 but less than $14.00 is achieved, 66% of such shares will vest if the 40-day average closing price of at least $14.00 but less than $15.00 is achieved, and 100% of such shares will vest if the 40-day average closing price of $15.00 or greater is achieved. The restricted shares vest upon a change in control if the share price at the date of a change in control exceeds $13.00. Shares of restricted stock are forfeited if the specified closing prices of our common stock are not met.

(2)

Includes 3,431 shares of restricted stock granted on March 2, 2007. The restricted stock will vest annually in three equal installments on the first, second and third anniversaries of the date of grant.

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(3) Includes shares that may be acquired through stock options that are currently exercisable:

Mr. Patenaude	67,000
Ms. Callan	3,000
Mr. Albert	106,000
Mr. Barnard	10,000
Mr. Gray	12,700
Mr. Mrkonic	12,700
Mr. Schwarz	7,700
Directors and Executive Officers as a Group	219,100

(4) Includes shares held in trust under the Nashua Corporation Employees’ Savings Plan under which participating employees have voting power as to the shares in their respective accounts:

Mr. Patenaude	11,469
Ms. Callan	154
Mr. Kubis	6,017
Mr. Travis	2,537
Mr. Granholm	587
Mr. Albert	2
Directors and Executive Officers as a Group	20,766

(5)	Includes 14,000 shares held by GF Limited Partnership in which Mr. Gray is a general partner and 10,967 shares held by AVG Limited Partnership in which Mr. Gray is a general partner. Mr. Gray disclaims beneficial ownership of these shares. Also includes 53,749 shares held by JYG Limited Partnership in which Mr. Gray’s spouse is a general partner. Mr. Gray disclaims beneficial ownership of these shares.
(6)	Includes 1,062,577 shares beneficially owned by Newcastle Partners, L.P., Newcastle Capital Group, L.L.C., Newcastle Capital Management, L.P., and Mark Schwarz. Newcastle Capital Management, L.P., is the general partner of Newcastle Partners, L.P. Newcastle Capital Group, L.L.C., is the general partner of Newcastle Capital Management, L.P., and Mr. Schwarz is the managing member of Newcastle Capital Group, L.L.C. Also includes 4,802 shares held directly by Mr. Schwarz.
(7)	Includes 200 shares Mr. Travis holds as custodian for his children.
(8)	Includes 168,431 shares of restricted stock.

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To the best of our knowledge, the following table sets forth certain information regarding the beneficial ownership of our common stock by each person known to us to own beneficially more than 10% of the outstanding shares of our common stock:

	Amount and		Percent of
	Nature of Beneficial		Common Stock
Name and Address of Beneficial Owner	Ownership		Outstanding
Gabelli Funds, LLC/GAMCO Asset Management Inc./		1,421,510		22.7	%
Gabelli Advisers, Inc./MJG Associates, Inc./GGCP, Inc./GAMCO Investors, Inc./Mario J. Gabelli(1) One Corporate Center, Rye, NY 10580
Newcastle Partners, L.P./Newcastle Capital Group, L.L.C./		1,075,079		17.2	%
Newcastle Capital Management, L.P./Mark E. Schwarz(2) 200 Crescent Court, Suite 1400, Dallas, TX 75201

(1)

Information is based on a Schedule 13D (Amendment No. 36), dated December 18, 2006, as filed with the Securities and Exchange Commission. Gabelli Funds, LLC, is reported to beneficially own 465,400 shares for which it has sole voting power and sole dispositive power. GAMCO Asset Management Inc. is reported to own 903,110 shares, for which it has sole voting power as to 883,110 shares and sole dispositive power as to 903,110 shares. Gabelli Advisers, Inc., is reported to own 41,000 shares for which it has sole voting power and sole dispositive power. MJG Associates, Inc., is reported to own 12,000 shares for which it has sole voting power and sole dispositive power. Mr. Gabelli is deemed to beneficially own 1,421,510 shares.

(2)

Information is based on a Schedule 13D (Amendment No. 5), dated August 30, 2006, as filed with the Securities and Exchange Commission. Newcastle Partners, L.P., is reported to beneficially own 1,062,577 shares for which it has sole voting power and sole dispositive power. Newcastle Capital Management, L.P., as the general partner of Newcastle Partners, L.P., and Newcastle Capital Group, L.L.C., as the general partner of Newcastle Capital Management, L.P., may each be deemed to beneficially own the 1,062,577 shares beneficially owned by Newcastle Partners, L.P. Mr. Schwarz, as the managing member of Newcastle Capital Group, L.L.C., may be deemed to beneficially own 1,062,577 shares for which he has sole voting power and sole dispositive power. The share information in the table above includes 4,802 shares owned directly by Mr. Schwarz and 7,700 shares Mr. Schwarz has a right to acquire through stock options that are currently exercisable.

Although our directors and executive officers would be entitled to participate in the tender offer on the same basis as all other shareholders, all of our directors and executive officers have advised us that they do not intend to tender any shares in the tender offer.

Based on our records and information provided to us by our directors, executive officers and subsidiaries, neither we nor, to the best of our knowledge, any of our directors or executive officers or subsidiaries, has effected any transactions in shares during the 60-day period prior to the date of this document, except as set forth below:

•  customary and ongoing purchases of shares through automatic payroll contributions to the Nashua Corporation Employees’ Savings Plan; and

•  purchase of 1,551 shares by Mr. Kubis in his Employees’ Savings Plan on March 22, 2007.

Certain Contracts, Arrangements and Understandings.

Except as otherwise described in this document, none of Nashua or any person controlling us or, to our knowledge, any of our directors or executive officers, is a party to any contract, arrangement, understanding or relationship with any other person relating, directly or indirectly, to our offer or with respect to any of our securities, including, but not limited to, any contract, arrangement, understanding or relationship concerning the transfer or the voting of any such securities, joint ventures, loan or option arrangements, puts or calls, guarantees of loans, guarantees against loss or the giving or withholding of proxies, consents or authorizations.

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Equity Compensation Plans.

We currently have four stock compensation plans: the 1996 Stock Incentive Plan (the “1996 Plan”), the 1999 Shareholder Value Plan (the “1999 Plan”), the 2004 Value Creation Incentive Plan (the “2004 Plan”), and the 2007 Value Creation Incentive Plan (the “2007 Plan”). The plans are administered by the Leadership and Compensation Committee of our Board of Directors. The Leadership and Compensation Committee has the discretion to determine when awards are made, which individuals are granted awards, the number of shares subject to each award and all other relevant terms of the awards.

Awards may no longer be granted under the 1996 Plan, which expired on June 13, 2006. As of May 25, 2007, there were 108,600 shares of restricted stock and options to purchase 265,850 shares of common stock outstanding under the 1996 Plan.

Under the 1999 Plan, 600,000 shares are authorized for grants of stock options, restricted stock awards and other stock-based awards. As of May 25, 2007, 13,431 shares of restricted stock and options to purchase 265,850 shares of common stock are outstanding, and 18,719 shares are available for future awards. The 1999 Plan expires on April 30, 2009.

Awards may no longer be granted under the 2004 Plan, which expired on May 4, 2007. As of May 25, 2007, there were 147,673 shares of restricted stock outstanding under the 2004 Plan.

Under the 2007 Plan, 160,000 shares are authorized for awards of restricted stock. As of May 25, 2007, no grants had been made under the 2007 Plan.

Stock options outstanding under our stock compensation plans are all currently exercisable.

Restrictions on restricted stock granted under the four stock compensation plans lapse either (i) based on the achievement of certain target average closing prices of our common stock over the 40 consecutive trading day period that ends on the third anniversary of the date of grant, or (ii) 331/3% per year on each of the three anniversary dates following the date of grant.

12.   Legal Matters; Regulatory Approvals.

We are not aware of any license or regulatory permit that is material to our business that might be adversely affected by our acquisition of shares as contemplated by the tender offer or of any approval or other action by any government or governmental, administrative or regulatory authority or agency, whether domestic, foreign or supranational, that would be required for the acquisition of shares by us as contemplated by the tender offer. Should any such approval or other action be required, we presently contemplate that we would seek that approval or other action where practicable within the time period contemplated by the tender offer. We are unable to predict whether we will be required to delay the acceptance for payment of or payment for shares tendered under the tender offer pending the outcome of any such matter. There can be no assurance that any such approval or other action, if needed, would be obtained or would be obtained without substantial cost or conditions or that the failure to obtain the approval or other action might not result in adverse consequences to our business and financial condition. Our obligations under the tender offer to accept for payment and pay for shares are subject to other conditions. See Section 7.

13.   Material United States Federal Income Tax Consequences.

The following describes the material United States federal income tax consequences relevant to the tender offer. This discussion is based upon the Internal Revenue Code of 1986, as amended to the date hereof (the “Code”), existing and proposed United States Treasury Regulations, administrative pronouncements and judicial decisions, changes to which could materially affect the tax consequences described herein and could be made on a retroactive basis.

This discussion deals only with shares held as capital assets and does not deal with all tax consequences that may be relevant to all categories of holders (such as financial institutions, dealers in securities, foreign currencies or commodities, traders in securities that elect to apply a mark-to-market method of accounting, regulated investment companies, real estate investment trusts, holders whose functional currency is not the United States dollar,

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insurance companies, tax-exempt organizations, former citizens or residents of the United States or persons who hold shares as part of a hedge, straddle, constructive sale or conversion transaction). In particular, different rules may apply to shares received through the exercise of employee stock options or otherwise as compensation. This discussion does not address the state, local or foreign tax consequences of participating in the tender offer. Holders of shares should consult their tax advisors as to the particular consequences to them of participation in the tender offer.

As used herein, a “Holder” means a beneficial holder of shares that for United States federal income tax purposes is (i) an individual citizen or resident of the United States; (ii) a corporation (including any entity treated as a corporation for United States federal income tax purposes) created or organized in the United States or under the laws of the United States, any state thereof or the District of Columbia; (iii) an estate the income of which is subject to United States federal income taxation regardless of its source; or (iv) a trust, (A) the administration of which is subject to the primary supervision of a United States court and as to which one or more United States persons have the authority to control all substantial decisions of the trust or (B) that was in existence on August 20, 1996, and has validly elected under applicable Treasury regulations to continue to be treated as a United States person.

Holders of shares that are not United States holders (“foreign shareholders”) should consult their tax advisors regarding the United States federal income tax consequences and any applicable foreign tax consequences of the tender offer and also should see Section 3 for a discussion of the applicable United States withholding rules and the potential for obtaining a refund of all or a portion of any tax withheld.

If a limited liability company or partnership holds shares, the United States federal income tax treatment of a member or partner will generally depend upon the status of the member or partner and the activities of the limited liability company or partnership. Members of limited liability companies holding shares and partners of partnerships holding shares should consult their tax advisors.

We urge shareholders to consult their tax advisors to determine the federal, state, local, foreign and other tax consequences to them of the tender offer in light of each shareholder’s particular circumstances.

Non-Participation in the Tender Offer.  Holders of shares who do not participate in the tender offer will not incur any United States federal income tax liability as a result of the consummation of the tender offer.

Exchange of Shares Pursuant to the Tender Offer.  An exchange of shares for cash pursuant to the tender offer will be a taxable transaction for United States federal income tax purposes. A Holder that participates in the tender offer will, depending on such Holder’s particular circumstances, be treated either as recognizing gain or loss from the disposition of the shares or as receiving a dividend distribution from us with respect to our stock.

Sale or Exchange Treatment.  Under Section 302 of the Code, a Holder will recognize gain or loss on an exchange of shares for cash if the exchange:

•  results in a “complete termination” of all such Holder’s equity interest in us;

•  results in a “substantially disproportionate” redemption with respect to such Holder; or

•  is “not essentially equivalent to a dividend” with respect to such Holder.

In applying the Section 302 tests, a Holder must take account of shares that such Holder constructively owns under attribution rules, pursuant to which the Holder will be treated as owning shares owned by certain family members (except that, in the case of a “complete termination”, a Holder may, under certain circumstances, waive attribution from family members) and related entities and shares that the Holder has the right to acquire by exercise of an option.

An exchange of shares for cash will be a “substantially disproportionate redemption” with respect to a Holder if (A) the percentage of our outstanding voting stock that the Holder actually and constructively owns after the redemption (treating as not outstanding all stock purchased by us pursuant to the tender offer) is less than 80% of the percentage of our outstanding voting stock that the Holder owned immediately before the exchange (treating as outstanding all stock purchased by us pursuant to the tender offer), (B) the percentage of our outstanding common stock that the Holder actually and constructively owns after the redemption (treating as not outstanding all stock purchased by us pursuant to the tender offer) is less than 80% of the percentage of our outstanding common stock

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that the Holder owned immediately before the exchange (treating as outstanding all stock purchased by us pursuant to the tender offer), and (C) the Holder owns after the redemption less than 50% of the total combined voting power of all classes of our stock entitled to vote. Holders should consult their tax advisors regarding the application of the rules of Section 302 in their particular circumstances.

If an exchange of shares for cash does not qualify as a “complete termination” of the Holder’s interest in the Company and also fails to satisfy the “substantially disproportionate” test, the Holder may nonetheless satisfy the “not essentially equivalent to a dividend” test. An exchange of shares for cash will satisfy the “not essentially equivalent to a dividend” test if it results in a “meaningful reduction” of the Holder’s equity interest in us. The Internal Revenue Service has indicated in a published ruling that even a small reduction in the proportionate interest of a small minority shareholder in a publicly-held corporation who exercises no control over corporate affairs may constitute such a “meaningful reduction.” Under this ruling, it is likely that a small minority shareholder who exercises no control over us, and all of whose actually and constructively owned shares are tendered at the purchase price, would satisfy the “not essentially equivalent to a dividend” test notwithstanding proration in the tender offer. If you expect to rely on the “not essentially equivalent to a dividend” test, you should consult your own tax advisor as to its application in your particular situation.

Holders should be aware that an acquisition or disposition of shares by a Holder substantially contemporaneously with the tender offer may be taken into account in determining whether any of the three tests described above is satisfied. Holders should consult their tax advisors as to any effect of such an event on the application of these tests.

If a Holder is treated as recognizing gain or loss from the disposition of the shares for cash, that gain or loss will be equal to the difference between the amount of cash received and the Holder’s adjusted tax basis in the shares exchanged. Any gain or loss will be capital gain or loss and will be long-term capital gain or loss if the holding period of the shares exceeds one year as of the date of the exchange. The deductibility of capital losses is subject to limitations. Calculation of gain or loss must be made separately for each block of shares owned by a Holder. Under the tax laws, a Holder may be able to designate particular blocks and the order of such blocks to be tendered pursuant to the tender offer. If no designation is made, the shares earliest acquired by the Holder will be considered redeemed for purposes of determining basis and holding period.

Dividend Treatment.  If a Holder is not treated under the Section 302 tests as recognizing gain or loss on an exchange of shares for cash, the entire amount of cash received by such Holder pursuant to the exchange will be treated as a dividend to the extent of the Holder’s allocable portion of our current and accumulated earnings and profits and then as a return of capital to the extent of the Holder’s adjusted tax basis in the shares exchanged and thereafter as capital gain. Provided certain holding period requirements are satisfied, non-corporate Holders generally will be subject to United States federal income tax at a maximum rate of 15% on amounts treated as dividends. Such a dividend will be taxed at a maximum rate of 15% in its entirety, without reduction for the tax basis of the shares exchanged. To the extent that a purchase of a non-corporate Holder’s shares by us in the tender offer is treated as the receipt by the Holder of a dividend, the non-corporate Holder’s remaining adjusted basis (reduced by the amount, if any, treated as a return of capital) in the purchased shares will be added to any shares retained by the Holder. To the extent that cash received in exchange for shares is treated as a dividend to a corporate Holder, (i) it will be eligible for a dividends-received deduction (subject to applicable limitations) and (ii) it may constitute an “extraordinary dividend” under Section 1059 of the Code. Corporate Holders should consult their own tax advisors as to the application of Section 1059 of the Code in their particular circumstances.

We cannot predict whether or the extent to which the tender offer will be oversubscribed. If the tender offer is oversubscribed, proration of tenders pursuant to the tender offer will cause us to accept fewer shares than are tendered. Therefore, a Holder can be given no assurance that a sufficient number of such Holder’s shares will be purchased pursuant to the tender offer to ensure that such purchase will be treated as a sale or exchange, rather than as a dividend, for United States federal income tax purposes pursuant to the rules discussed above. However, see Section 6 regarding a Holder’s right to tender shares subject to the condition that Nashua must purchase a specified minimum number of such Holder’s shares (if any are to be purchased).

See Section 3 with respect to the application of United States federal income tax withholding and backup withholding.

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We urge shareholders to consult their respective tax advisors to determine the federal, state, local, foreign and other tax consequences to them of the tender offer, in light of each shareholder’s particular circumstances.

14.   Extension of the Tender Offer; Termination; Amendment.

We expressly reserve the right, in our sole discretion, at any time and from time to time, and regardless of whether any of the events set forth in Section 7 shall have occurred or shall be deemed by us to have occurred, to extend the period of time during which the tender offer is open and thereby delay acceptance for payment of, and payment for, any shares by giving oral or written notice of the extension to the depositary and making a public announcement of such extension. We also expressly reserve the right, in our sole discretion, to terminate the tender offer and not accept for payment or pay for any shares not theretofore accepted for payment or paid for or upon the occurrence of any of the conditions specified in Section 7 by giving oral or written notice of termination to the depositary and making a public announcement of the termination. Our reservation of the right to delay payment for shares that we have accepted for payment is limited by Rule 13e-4(f)(5) under the Exchange Act, which requires that we must pay the consideration offered or return the shares tendered promptly after termination or withdrawal of a tender offer. Subject to compliance with applicable law, we further reserve the right, in our sole discretion, and regardless of whether any of the events set forth in Section 7 shall have occurred or shall be deemed by us to have occurred, to amend the tender offer in any respect, including, without limitation, by decreasing or increasing the consideration offered in the tender offer to shareholders or by decreasing or increasing the number of shares being sought in the tender offer. Amendments to the tender offer may be made at any time and from time to time effected by public announcement, such announcement, in the case of an extension, to be issued no later than 9:00 a.m., New York City time, on the next business day after the last previously scheduled or announced expiration date. Any public announcement made under the tender offer will be disseminated promptly to shareholders in a manner reasonably designed to inform shareholders of the change. Without limiting the manner in which we may choose to make a public announcement, except as required by applicable law, we shall have no obligation to publish, advertise or otherwise communicate any public announcement other than by making a release through BusinessWire or another comparable service.

If we materially change the terms of the tender offer or the information concerning the tender offer, we will extend the tender offer to the extent required by Rules 13e-4(d)(2), 13e-4(e)(3) and 13e-4(f)(1) under the Exchange Act. These rules and certain related releases and interpretations of the SEC provide that the minimum period during which a tender offer must remain open following material changes in the terms of the tender offer or information concerning the tender offer (other than a change in price or a change in percentage of securities sought) will depend on the facts and circumstances, including the relative materiality of the terms or information.

If we (1) increase or decrease the price to be paid for shares or the number of shares being sought in the tender offer and, if an increase in the number of shares is being sought, such increase exceeds 2% of the outstanding shares, and (2) the tender offer is scheduled to expire at any time earlier than the expiration of a period ending on the tenth business day from, and including, the date that the notice of an increase or decrease is first published, sent or given to shareholders in the manner specified in this Section 14, then the tender offer will be extended until the expiration of such ten business day period.

15.   Fees and Expenses.

We have retained Georgeson Inc. to act as information agent and American Stock Transfer & Trust Company to act as depositary in connection with the tender offer. The information agent may contact holders of shares by mail, telephone, facsimile and in person, and may request brokers, dealers, commercial banks, trust companies and other nominee shareholders to forward materials relating to the tender offer to beneficial owners. The information agent and the depositary each will receive reasonable and customary compensation for their respective services, will be reimbursed by us for specified reasonable out-of-pocket expenses and will be indemnified against certain liabilities in connection with the tender offer, including certain liabilities under the United States federal securities laws.

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We have retained Georgeson Securities Corporation to act as the dealer manager in connection with the tender offer. Georgeson Securities Corporation will receive reasonable and customary compensation. We also have agreed to indemnify Georgeson Securities Corporation against certain liabilities in connection with the tender offer, including liabilities under the United States federal securities laws. In the ordinary course of its trading and brokerage activities, Georgeson Securities Corporation and its affiliates may hold positions, both long and short, for their own accounts or for those of their customers, in our securities.

No fees or commissions will be payable by us to brokers, dealers, commercial banks, trust companies or other nominees (other than fees to the dealer manager, the information agent and the depositary, as described above) for soliciting tenders of shares under the tender offer. We urge shareholders holding shares through brokers, dealers, commercial banks, trust companies or other nominees to consult the brokers, dealers, commercial banks, trust companies or other nominees to determine whether transaction costs are applicable if shareholders tender shares through such entities and not directly to the depositary. However, upon request, we will reimburse brokers, dealers, commercial banks, trust companies and other nominees for customary mailing and handling expenses incurred by them in forwarding the tender offer and related materials to the beneficial owners of shares held by them as a nominee or in a fiduciary capacity. No broker, dealer, commercial bank, trust company or other nominee has been authorized to act as our agent, the dealer manager, the information agent or the depositary for purposes of the tender offer. We will pay or cause to be paid all stock transfer taxes, if any, on our purchase of shares, except as otherwise provided in this document and Instruction 8 in the Letter of Transmittal.

16.   Miscellaneous.

We are not aware of any jurisdiction where the making of the tender offer is not in compliance with applicable law. If we become aware of any jurisdiction where the making of the tender offer or the acceptance of shares pursuant thereto is not in compliance with applicable law, we will make a good faith effort to comply with the applicable law. If, after such good faith effort, we cannot comply with the applicable law, we will not make the tender offer to (nor will tenders be accepted from or on behalf of) the holders of shares in that jurisdiction.

Pursuant to Rule 13e-4(c)(2) under the Exchange Act, we have filed with the SEC an Issuer Tender Offer Statement on Schedule TO, which contains additional information with respect to the tender offer. The Schedule TO, including the exhibits and any amendments and supplements thereto, may be examined, and copies may be obtained at the same places and in the same manner as is set forth in Section 10 with respect to information concerning us.

You should rely on only the information contained in this Offer to Purchase or to which we have referred you. We have not authorized any person to make any recommendation on behalf of us as to whether you should tender or refrain from tendering your shares in the tender offer. We have not authorized any person to give any information or to make any representation in connection with the tender offer other than those contained in this document or in the Letter of Transmittal. If anyone makes any recommendation or representation to you or gives you any information, you must not rely upon that recommendation, representation or information as having been authorized by us, the depositary, the information agent or the dealer manager.

NASHUA CORPORATION

May 29, 2007

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The Letter of Transmittal and share certificates and any other required documents should be sent or delivered by each shareholder or that shareholder’s broker, dealer, commercial bank, trust company or nominee to the depositary at one of its addresses set forth below.

The depositary for the tender offer is:

By Mail or Overnight Courier:	By Hand:
American Stock Transfer & Trust Company	American Stock Transfer & Trust Company
Operations Center	Attn: Reorganization Department
Attn: Reorganization Department	59 Maiden Lane
6201 15th Avenue	New York, NY 10038
Brooklyn, NY 11219

Telephone confirm: (877) 248-6417 or (718) 921-8317

Fax: (718) 234-5001

Delivery to an address other than as set forth above will not constitute a valid delivery to the depositary.

Please direct any questions or requests for assistance to the information agent and dealer manager at their respective telephone numbers and addresses set forth below. Please direct requests for additional copies of this Offer to Purchase, the Letter of Transmittal or the Notice of Guaranteed Delivery to the dealer manager or the information agent at its telephone number and address set forth below. Shareholders also may contact their broker, dealer, commercial bank, trust company or nominee for assistance concerning the tender offer. Please contact the depositary to confirm delivery of shares.

The information agent for the tender offer is:

Georgeson Inc.

17 State Street, 10^th Floor

New York, NY 10004

Please call toll free: (888) 605-7508

Banks and brokers call: (212) 440-9800

The dealer manager for the tender offer is:

Georgeson Securities Corporation

17 State Street, 10th floor

New York, NY 10004

Telephone: (212) 440-9800

EX-99.(A)(1)(B)

LETTER OF TRANSMITTAL
TO TENDER SHARES OF COMMON STOCK OF
NASHUA CORPORATION
Pursuant to the Offer to Purchase,
dated May 29, 2007

THE EXPIRATION DATE AND THE WITHDRAWAL DEADLINE ARE 12:00 MIDNIGHT,
NEW YORK CITY TIME, ON JUNE 28, 2007, UNLESS EXTENDED.

The Depositary for the Offer is:

By Mail or Overnight Courier:	By Hand:
American Stock Transfer & Trust Company Operations Center Attn: Reorganization Department 6201 15th Avenue Brooklyn, NY 11219	American Stock Transfer & Trust Company Attn: Reorganization Department 59 Maiden Lane New York, NY 10038

Telephone confirm: (877) 248-6417 or (718) 921-8317
Fax: (718) 234-5001

Delivery of this Letter of Transmittal to an address other than as set forth above will not constitute a valid delivery to the depositary. You must sign this Letter of Transmittal in the appropriate space provided below, with signature guarantee if required, and complete the Substitute Form W-9 set forth below.

THE INSTRUCTIONS CONTAINED WITHIN THIS LETTER OF TRANSMITTAL SHOULD BE READ CAREFULLY BEFORE THIS LETTER OF TRANSMITTAL IS COMPLETED.

DESCRIPTION OF SHARES OF COMMON STOCK TENDERED
Name(s) and Address(es) of Registered Holder(s)	Share Certificate(s) and Share(s) Tendered
(Please fill in, if blank)	(Please attach additional signed list, if necessary)
		Total Number of
		Shares of Common
	Common Stock	Stock Represented	Number of Shares
	Share Certificate	by Share	of Common Stock
	Number(s)(1)	Certificate(s)(1)	Tendered(2)
	Total Shares Tendered
	(1) Need not be completed by shareholders who deliver shares by book-entry transfer (“Book-Entry Shareholders”).
	(2) Unless otherwise indicated, all shares represented by share certificates delivered to the Depositary will be deemed to have been tendered. See Instruction 4.
	o Check here if share certificates have been lost, stolen, destroyed or mutilated.

If you desire to tender shares in the tender offer, but you cannot deliver the certificates for your shares and all other required documents to the depositary by the expiration date (as set forth in the Offer to Purchase), or cannot comply with the procedures for book-entry transfer on a timely basis, then you may tender your shares according to the guaranteed delivery procedures set forth in Section 3 of the Offer to Purchase. See Instruction 2. Delivery of this Letter of Transmittal and any other required documents to the book-entry transfer facility does not constitute delivery to the depositary.

If you want to retain your shares, you do not need to take any action.

You should use this Letter of Transmittal if you are causing the shares to be delivered by book-entry transfer to the depositary’s account at The Depositary Trust Company (“DTC”, which is hereinafter referred to as the “book-entry transfer facility”) pursuant to the procedures set forth in Section 3 of the Offer to Purchase. Only financial institutions that are participants in the book-entry transfer facility’s system may make book-entry delivery of the shares.

WHEN TENDERING, YOU MUST SEND ALL PAGES OF THIS LETTER OF TRANSMITTAL. BEFORE COMPLETING THIS LETTER OF TRANSMITTAL, YOU SHOULD READ THIS LETTER OF TRANSMITTAL AND THE ACCOMPANYING INSTRUCTIONS CAREFULLY.

You should complete this Letter of Transmittal only if (1) you are also enclosing certificates for the shares you desire to tender, or (2) you intend to deliver certificates for such shares under a notice of guaranteed delivery previously sent to the depositary, or (3) you are delivering shares through a book-entry transfer into the depositary’s account at the book-entry transfer facility (as defined in Section 3 of the Offer to Purchase) in accordance with Section 3 of the Offer to Purchase, unless (in the case of a book-entry transfer only) you utilize an Agent’s Message (as defined in Instruction 2) instead of this Letter of Transmittal.

Indicate in the box below the order (by certificate number) in which shares are to be purchased in the event of proration (attach additional signed list if necessary). If you do not designate an order and less than all shares tendered are purchased due to proration, shares will be selected for purchase by the depositary. See Instruction 6.

1st: 2nd: 3rd: 4th: 5th: 6th:

o	Check here if you are delivering tendered shares pursuant to a notice of guaranteed delivery that you previously sent to the depositary. Enclose a photocopy of the notice of guaranteed delivery and complete the following:
Name(s) of Tendering Shareholder(s):
Date of Execution of Notice of Guaranteed Delivery:
Name of Institution that Guaranteed Delivery:
o	Check here if any certificates evidencing the shares you are tendering with this Letter of Transmittal have been lost, stolen, destroyed or mutilated. If you check this box, you must complete an affidavit of loss and return it with your Letter of Transmittal. You should call American Stock Transfer & Trust Company, our transfer agent, at (800) 937-5449, to get information about the requirements for replacement. You may be required to post a bond to secure against the risk that lost, stolen, destroyed or mutilated certificates subsequently may be recirculated. Please call American Stock Transfer & Trust Company immediately to obtain an affidavit of loss and to receive further instructions on how to proceed, so that the timely processing of this Letter of Transmittal will not be impeded. See Instruction 15.
o	Check here if you are a financial institution that is a participating institution in the book-entry transfer facility’s system and you are delivering the tendered shares by book-entry transfer to an account maintained by the depositary at the book-entry transfer facility, and complete the following:
Name(s) of Tendering Institution:
Account Number:
Transaction Code Number:

NOTE: SIGNATURES MUST BE PROVIDED BELOW
PLEASE READ THE ACCOMPANYING INSTRUCTIONS CAREFULLY

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ODD LOTS
(See Instruction 5)

To be completed only if shares are being tendered by or on behalf of a person owning, beneficially or of record, an aggregate of fewer than 100 shares.

On the date hereof, the undersigned either (check ONE box):

o  is the beneficial or record owner of an aggregate of fewer than 100 shares and is tendering all of those shares; or

o  is a broker, dealer, commercial bank, trust company or other nominee that (i) is tendering, for the beneficial owner(s) thereof, shares with respect to which it is the record holder, and (ii) believes, based upon representations made to it by such beneficial owner(s), that each such person was the beneficial owner of an aggregate of fewer than 100 shares and is tendering all of such shares.

CONDITIONAL TENDER
(See Instruction 10)

A tendering shareholder may condition his or her tender of shares upon Nashua Corporation, a Massachusetts corporation (“NSHA”) purchasing a specified minimum number of the shares tendered, as described in Section 6 of the Offer to Purchase. Unless NSHA purchases at least the minimum number of shares you indicate below pursuant to the terms of the tender offer, NSHA will not purchase any of the shares tendered below. It is the tendering shareholder’s responsibility to calculate that minimum number, and we urge each shareholder to consult his or her own tax advisor in doing so. Unless you check the box immediately below and specify, in the space provided, a minimum number of shares that NSHA must purchase from you if NSHA purchases any shares from you, your tender will be deemed unconditional.

o  The minimum number of shares that NSHA must purchase from me, if NSHA purchases any shares from me, is:            shares.

If, because of proration, NSHA will not purchase the minimum number of shares from you that you designate, NSHA may accept conditional tenders by random lot, if necessary. However, to be eligible for purchase by random lot, the tendering shareholder must have tendered all of his or her shares. To certify that you are tendering all of the shares you own, check the box below.

o  The tendered shares represent all shares held by the undersigned.

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SPECIAL PAYMENT INSTRUCTIONS
(See Instructions 1, 7, 8 and 9)

Complete this box ONLY if the check for the aggregate purchase price of shares purchased (less the amount of any United States federal income or backup withholding tax required to be withheld) and/or certificate(s) for shares not tendered or not purchased are to be issued in the name of someone other than the undersigned, or if shares tendered hereby and delivered by book-entry transfer but not purchased are to be returned by crediting them to an account at the book-entry transfer facility other than the account designated above.

Issue

o  Check to:

o  Certificate(s) to:

Name: 

(Please Print)

Address: 

(Include Zip Code)

Taxpayer Identification or Social Security Number:

(See Substitute Form W-9 Included Herewith)

CHECK AND COMPLETE IF APPLICABLE:

o   Credit shares delivered by book-entry transfer but not purchased to the account set forth below:

(Account Number)

SPECIAL DELIVERY INSTRUCTIONS
(See Instructions 1 and 9)

Complete this box ONLY if the check for the aggregate purchase price of shares purchased (less the amount of any federal income or backup withholding tax required to be withheld) and/or certificate(s) for shares not tendered or not purchased are to be mailed to someone other than the undersigned or to the undersigned at an address other than that shown below the undersigned’s signature(s).

Deliver

o  Check to:

o  Certificate(s) to:

Name: 

(Please Print)

Address: 

(Include Zip Code)

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Note: Signatures Must be Provided on the Page Below Captioned “Shareholder(s) Sign Here”. If You Want to Tender Your Shares, Please Read the Accompanying Instructions Carefully.

To American Stock Transfer & Trust Company:

The undersigned hereby tenders to Nashua Corporation, a Massachusetts corporation (“NSHA”), the above-described shares of NSHA’s common stock, par value $1.00 per share (“common stock”). The tender of the shares is being made at the price of $10.50 per share, net to the seller in cash, after any applicable withholding taxes and without interest, on the terms and subject to the conditions set forth in this Letter of Transmittal and in NSHA’s Offer to Purchase, dated May 29, 2007 (the “Offer to Purchase”), receipt of which is hereby acknowledged. Unless the context otherwise requires, all references to the shares shall refer to the common stock.

Subject to and effective upon acceptance for payment of, and payment for, shares tendered with this Letter of Transmittal in accordance with the terms of the tender offer (including, if the offer is extended or amended, the terms and conditions of the extension or amendment), the undersigned hereby (1) sells, assigns and transfers to or upon the order of NSHA all right, title and interest in and to all of the shares tendered hereby that are so accepted and paid for; (2) orders the registration of any shares tendered by book-entry transfer that are purchased under the tender offer to or upon the order of NSHA; and (3) with the full knowledge that the depositary also acts as the agent of NSHA, irrevocably constitutes and appoints the depositary as attorney-in-fact of the undersigned with respect to such shares, with full power of substitution (such power of attorney being an irrevocable power coupled with an interest), to perform the following functions:

(a) deliver certificates for shares, or transfer ownership of such shares on the account books maintained by the book-entry transfer facility, together in either such case with all accompanying evidences of transfer and authenticity, to or upon the order of NSHA, upon receipt by the depositary, as the undersigned’s agent, of the Purchase Price (as defined below) with respect to such shares;

(b) present certificates for such shares for cancellation and transfer on NSHA’s books; and

(c) receive all benefits and otherwise exercise all rights of beneficial ownership of such shares, subject to the next paragraph, all in accordance with the terms of the tender offer.

The undersigned understands that, upon the terms and conditions of the Offer to Purchase and this Letter of Transmittal, NSHA will pay $10.50 per share for shares validly tendered and not withdrawn pursuant to the Offer to Purchase (the “Purchase Price”), which it will pay for shares properly tendered and not properly withdrawn pursuant to the tender offer. NSHA will purchase all shares properly tendered and not properly withdrawn, subject to the conditions of the Offer to Purchase and this Letter of Transmittal and the “odd lot” priority, proration and conditional tender provisions described in the Offer to Purchase. The undersigned understands that all shareholders whose shares are purchased by NSHA will receive the same Purchase Price for each share purchased in the tender offer. Shares tendered at prices other than the Purchase Price and shares not purchased because of proration or conditional tenders will be returned.

The undersigned hereby covenants, represents and warrants to NSHA that:

(a) the undersigned has a net long position in the shares or equivalent securities at least equal to the number of shares being tendered within the meaning of Rule 14e-4 under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and is tendering the shares in compliance with Rule 14e-4 under the Exchange Act;

(b) the undersigned has full power and authority to tender, sell, assign and transfer the shares tendered hereby;

(c) when and to the extent NSHA accepts the shares for purchase, NSHA will acquire good and marketable title to them, free and clear of all security interests, liens, restrictions, claims, charges, encumbrances, conditional sales agreements or other obligations relating to their sale or transfer, and the shares will not be subject to any adverse claims or rights;

(d) the undersigned will, upon request, execute and deliver any additional documents deemed by the depositary or NSHA to be necessary or desirable to complete the sale, assignment and transfer of the shares tendered hereby and accepted for purchase; and

(e) the undersigned agrees to all of the terms of the tender offer including those terms set forth in the Offer to Purchase and in this Letter of Transmittal.

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The undersigned understands that tendering of shares under any one of the procedures described in Section 3 of the Offer to Purchase and in the Instructions to this Letter of Transmittal will constitute a binding agreement between the undersigned and NSHA upon the terms and subject to the conditions of the tender offer. The undersigned acknowledges that under no circumstances will NSHA pay interest on the Purchase Price.

The undersigned recognizes that under certain circumstances set forth in the Offer to Purchase, NSHA may terminate or amend the tender offer, may postpone the acceptance for payment of, or the payment for, shares tendered, or may accept for payment fewer than all of the shares tendered hereby. The undersigned understands that certificate(s) for any shares not tendered or not purchased will be returned to the undersigned at the address indicated above. The undersigned acknowledges that under no circumstances will NSHA pay interest on the Purchase Price, regardless of any delay in acceptance for payment or in making payment.

By participating in the tender offer, the undersigned acknowledges that: (1) the tender offer is established voluntarily by NSHA, is discretionary and may be extended, modified, suspended or terminated by NSHA as provided in the Offer to Purchase; (2) the undersigned is voluntarily participating in the tender offer; (3) the future value of NSHA’s common stock is unknown and cannot be predicted with certainty; (4) the undersigned has read and understands the Offer to Purchase and related Letter of Transmittal; (5) the undersigned has consulted his or her tax and financial advisors with regard to how the tender offer will impact his or her personal situation; (6) any foreign exchange obligations triggered by the undersigned’s tender of shares or the receipt of proceeds are solely his or her responsibility; and (7) regardless of any action that NSHA takes with respect to any or all income/capital gains tax, social security or insurance, transfer tax or other tax-related items (“Tax Items”) related to the tender offer and the disposition of shares, that the ultimate liability for all Tax Items is and remains his or her sole responsibility. In that regard, the undersigned authorizes NSHA to withhold all applicable Tax Items legally payable by the undersigned.

The undersigned consents to the collection, use and transfer, in electronic or other form, of the undersigned’s personal data as described in this document by and among, as applicable, NSHA, its subsidiaries and third-party administrators for the exclusive purpose of implementing, administering and managing the undersigned’s participation in the tender offer.

The undersigned understands that NSHA holds certain personal information about him or her, including, as applicable, but not limited to, the undersigned’s name, home address and telephone number, social security number or other identification number, nationality, any shares of stock held in NSHA, details of all options or any other entitlement to shares outstanding in the undersigned’s favor, for the purpose of implementing, administering and managing his or her stock ownership (“Data”). The undersigned understands that Data may be transferred to any third parties assisting in the implementation, administration and management of the tender offer, that these recipients may be located in his or her country or elsewhere, and that the recipient’s country may have different data privacy laws and protections than his or her country. The undersigned understands that he or she may request a list of the names and addresses of any potential recipients of the Data by contacting NSHA. The undersigned authorizes the recipients to receive, possess, use, retain and transfer the Data, in electronic or other form, for the purposes of implementing, administering and managing his or her participation in the tender offer, including any requisite transfer of such Data as may be required to a broker or other third party with whom the undersigned held any shares of stock. The undersigned understands that Data will be held only as long as is necessary to implement, administer and manage his or her participation in the tender offer. The undersigned understands that he or she may, at any time, view Data, request additional information about the storage and processing of Data, require any necessary amendments to Data or refuse or withdraw the consents herein, in any case without cost, by contacting in writing NSHA. The undersigned understands, however, that refusing or withdrawing his or her consent may affect his or her ability to participate in the tender offer. For more information on the consequences of his or her refusal to consent or withdrawal of consent, the undersigned understands that he or she may contact NSHA.

The name(s) and address(es) of the registered holder(s) should be printed, if they are not already printed above, exactly as they appear on the certificates representing shares tendered hereby. The certificate numbers, the number of shares represented by such certificates and the number of shares that the undersigned wishes to tender should be set forth in the appropriate boxes above.

Unless otherwise indicated under “Special Payment Instructions,” please issue the check for the aggregate purchase price of any shares purchased (less the amount of any federal income or backup withholding tax required to be withheld), and/or return any shares not tendered or not purchased, in the name(s) of the undersigned or, in the case of shares tendered by book-entry transfer, by credit to the account at the book-entry transfer facility designated above. Similarly, unless otherwise indicated under “Special Delivery Instructions,” please mail the check for the aggregate purchase price of any shares purchased (less the amount of any federal income or backup withholding tax required to be withheld), and any certificates for shares not tendered or

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not purchased (and accompanying documents, as appropriate) to the undersigned at the address shown below the undersigned’s signature(s). In the event that both the “Special Payment Instructions” and the “Special Delivery Instructions” are completed, please issue the check for the aggregate Purchase Price of any shares purchased (less the amount of any federal income or backup withholding tax required to be withheld) and/or return any shares not tendered or not purchased in the name(s) of, and mail said check and any certificates to, the person(s) so indicated.

The undersigned recognizes that NSHA has no obligation, under the Special Payment Instructions, to transfer any certificate for shares from the name of its registered holder, or to order the registration or transfer of shares tendered by book-entry transfer, if NSHA purchases none of the shares represented by such certificate or tendered by such book-entry transfer.

All authority conferred or agreed to be conferred in this Letter of Transmittal shall survive the death or incapacity of the undersigned, and any obligations or duties of the undersigned under this Letter of Transmittal shall be binding upon the heirs, personal representatives, successors and assigns of the undersigned. Except as stated in the Offer to Purchase, this tender is irrevocable.

7

SHAREHOLDER(S) SIGN HERE
(See Instructions 1 and 7)

(Please Complete Substitute Form W-9)

Must be signed by registered holder(s) exactly as name(s) appear(s) on share certificate(s) or on a security position listing or by person(s) authorized to become registered holder(s) by share certificates and documents transmitted herewith. If a signature is by an officer on behalf of a corporation or by an executor, administrator, trustee, guardian, attorney-in-fact, agent or other person acting in a fiduciary or representative capacity, please provide full title and see Instruction 7.

Signature(s) of Shareholder(s)

Dated: _ _, 2007

Name(s): 

(Please Print)

Capacity (full title): 

Address: 

Please Include Zip Code

(Area Code) Telephone Number: 

Taxpayer Identification or Social Security No.: 

GUARANTEE OF SIGNATURE(S)
(If Required, See Instructions 1 and 7)

Authorized Signature: 

Name(s): 

Name of Firm: 

Address: 

Address Line 2: 

(Area Code) Telephone No.: 

Dated: _ _, 2007

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YOU MUST COMPLETE AND SIGN THE SUBSTITUTE FORM W-9 BELOW. Please provide your social security number or other taxpayer identification number and certify that you are not subject to backup withholding.

SUBSTITUTE
FORM W-9
Department of the Treasury
Internal Revenue Service
Payer’s Request for TIN and Certification

Part I — Taxpayer Identification Number (“TIN”)

PLEASE PROVIDE YOUR TIN ON THE APPROPRIATE LINE AT THE RIGHT.

For most individuals, this is your social security number. If you do not have a number, see the enclosed Guidelines for Certification of Taxpayer Identification Number on Substitute Form W-9. If you are awaiting a TIN, write “Applied For” in this Part I, complete the “Certificate of Awaiting Taxpayer Identification Number” below and see “IMPORTANT TAX INFORMATION.”

Social Security Number: _ _

OR

Employer Identification Number: _ _

Name: _ _

Part II — Certification

Please check the appropriate box indicating your status:

          o  Individual/Sole proprietor      o     Corporation

          o  Partnership              o     Other

          o  Exempt from backup withholding

Address (number, street, and apt. or suite no.): _ _

City, state and ZIP code: _ _

Under penalties of perjury, I certify that:

(1)	The number shown on this form is my correct Taxpayer Identification Number (or I am waiting for a number to be issued to me), and
(2)	I am not subject to backup withholding because (a) I am exempt from backup withholding, or (b) I have not been notified by the Internal Revenue Service (“IRS”) that I am subject to backup withholding as a result of a failure to report all interest or dividends, or (c) the IRS has notified me that I am no longer subject to backup withholding, and
(3)	I am a U.S. person (including a U.S. resident alien).

Certification Instructions — You must cross out item (2) above if you have been notified by the IRS that you are currently subject to backup withholding because you have failed to report all interest and dividends on your tax return.

The IRS does not require your consent to any provision of this document other than the certifications required to avoid backup withholding.

Sign
Here _ _ Signature of
U.S. Person _ _
Date _ _

NOTE:  FAILURE TO COMPLETE AND RETURN THE SUBSTITUTE FORM W-9 MAY RESULT IN BACKUP WITHHOLDING OF 28% OF ANY PAYMENTS MADE TO YOU ON ACCOUNT OF THE TENDER OFFER. PLEASE REVIEW THE ENCLOSED GUIDELINES FOR CERTIFICATION OF TAXPAYER IDENTIFICATION NUMBER ON SUBSTITUTE FORM W-9 FOR ADDITIONAL DETAILS, AND PLEASE SEE “IMPORTANT TAX INFORMATION.” COMPLETE THE FOLLOWING CERTIFICATION IF YOU WROTE “APPLIED FOR” INSTEAD OF A TIN ON THE SUBSTITUTE FORM W-9.

CERTIFICATE OF AWAITING TAXPAYER IDENTIFICATION NUMBER

I certify under penalties of perjury that a taxpayer identification number has not been issued to me, and either (a) I have mailed or delivered an application to receive a TIN to the appropriate Internal Revenue Service Center or Social Security Administration Office or (b) I intend to mail or deliver an application in the near future. I understand that if I do not provide a TIN by the time of payment, 28% of all reportable payments made to me will be withheld.

Sign
Here _ _ Signature of
U.S. Person _ _
Date _ _

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INSTRUCTIONS OF LETTER OF TRANSMITTAL
FORMING PART OF THE TERMS OF THE TENDER OFFER

1. Guarantee of Signatures.  Except as otherwise provided in this Instruction, all signatures on this Letter of Transmittal must be guaranteed by a financial institution that is a participant in an acceptable medallion guarantee program or a bank, broker, dealer, credit union, savings association or other entity that is an “eligible guarantor institution” as such term is defined in Rule 17Ad-15 under the Exchange Act (an “Eligible Institution”). Signatures on this Letter of Transmittal need not be guaranteed if either (a) this Letter of Transmittal is signed by the registered holder(s) of the shares (which term, for purposes of this Letter of Transmittal, shall include any participant in the book-entry transfer facility whose name appears on a security position listing as the owner of shares) tendered herewith and such holder(s) have not completed either the box entitled “Special Payment Instructions” or “Special Delivery Instructions” in this Letter of Transmittal; or (b) such shares are tendered for the account of an Eligible Institution. See Instruction 7. You may also need to have any certificates you deliver endorsed or accompanied by a stock power, and the signatures on these documents may also need to be guaranteed. See Instruction 7.

2. Delivery of Letter of Transmittal and Certificates; Guaranteed Delivery Procedures.  You should complete this Letter of Transmittal only if you are (a) forwarding certificates with this Letter of Transmittal, (b) going to deliver certificates under a notice of guaranteed delivery previously sent to the depositary, or (c) causing the shares to be delivered by book-entry transfer pursuant to the procedures set forth in Section 3 of the Offer to Purchase, unless (in the case of a book-entry transfer only) you utilize an Agent’s Message instead of this Letter of Transmittal. In order for you to properly tender shares, (1) the depositary must receive certificates for all physically tendered shares, or a confirmation of a book-entry transfer of all shares delivered electronically into the depositary’s account at the book-entry transfer facility, together in each case with a properly completed and duly executed Letter of Transmittal, or an Agent’s Message in connection with book-entry transfer, and any other documents required by this Letter of Transmittal, at one of its addresses set forth in this Letter of Transmittal by the expiration date (as defined in the Offer to Purchase), or (2) you must comply with the guaranteed delivery procedures set forth below and in Section 3 of the Offer to Purchase.

The term “Agent’s Message” means a message transmitted by the book-entry transfer facility to, and received by, the depositary, which states that the book-entry transfer facility has received an express acknowledgment from the participant in the book-entry transfer facility tendering the shares that the participant has received and agrees to be bound by the terms of the Letter of Transmittal, and that NSHA may enforce this agreement against the participant.

Guaranteed Delivery.  If you cannot deliver your shares and all other required documents to the depositary by the expiration date, or the procedure for book-entry transfer cannot be completed on a timely basis, you may tender your shares, pursuant to the guaranteed delivery procedure described in Section 3 of the Offer to Purchase, by or through any Eligible Institution. To comply with the guaranteed delivery procedure, you must (1) properly complete and duly execute a notice of guaranteed delivery substantially in the form provided to you by NSHA, including (where required) a Guarantee by an Eligible Institution in the form set forth in the notice of guaranteed delivery; (2) arrange for the depositary to receive the notice of guaranteed delivery by the expiration date; and (3) ensure that the depositary receives the certificates for all physically tendered shares or book-entry confirmation of electronic delivery of shares, as the case may be, together with a properly completed and duly executed Letter of Transmittal with any required signature guarantees or an Agent’s Message in connection with book-entry transfer, and all other documents required by this Letter of Transmittal, within three NASDAQ Global Market trading days after receipt by the depositary of such notice of guaranteed delivery, all as provided in Section 3 of the Offer to Purchase.

The notice of guaranteed delivery may be delivered by hand, facsimile transmission or mail to the depositary and must include, if necessary, a guarantee by an Eligible Institution in the form set forth in such notice. For shares to be tendered properly under the guaranteed delivery procedure, the depositary must receive the notice of guaranteed delivery before the expiration date.

The method of delivery of all documents, including certificates for shares, is at the option and risk of the tendering shareholder. If you choose to deliver the documents by mail, we recommend that you use registered mail with return receipt requested, properly insured. In all cases, please allow sufficient time to assure timely delivery.

Except as specifically permitted by Section 6 of the Offer to Purchase, NSHA will not accept any alternative, conditional or contingent tenders. By executing this Letter of Transmittal, you waive any right to receive any notice of the acceptance for payment of your tendered shares.

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3. Inadequate Space.  If the space provided in the box captioned “Description of Shares Tendered” is inadequate, then you should list the certificate numbers, the number of shares represented by the certificate(s) and the number of shares tendered with respect to each certificate on a separate signed schedule attached to this Letter of Transmittal.

4. Partial Tenders and Unpurchased Shares.  (Not applicable to shareholders who tender by book-entry transfer.) If you wish to tender (i.e., offer to sell) fewer than all of the shares evidenced by any certificate(s) that you deliver to the depositary, fill in the number of shares that you wish to tender (i.e., offer for sale) in the column entitled “Number of Shares Tendered.” In this case, if NSHA purchases any of the shares that you tender, NSHA will issue to you a new certificate for the unpurchased shares. The new certificate will be sent to the registered holder(s) as promptly as practicable after the expiration date. Unless you indicate otherwise, all shares represented by the certificate(s) listed and delivered to the depositary will be deemed to have been tendered. In the case of shares tendered by book-entry transfer at the book-entry transfer facility, any tendered but unpurchased shares will be credited to the appropriate account maintained by the tendering shareholder at the book-entry transfer facility. In each case, shares will be returned or credited without expense to the shareholder.

5. Odd Lots.  As described in Section 1 of the Offer to Purchase, if NSHA purchases fewer than all shares properly tendered before the expiration date and not properly withdrawn, NSHA will first purchase all shares tendered by any shareholder who (a) owns, beneficially or of record, an aggregate of fewer than 100 shares, and (b) properly tenders all of his or her shares. You will receive this preferential treatment only if you own fewer than 100 shares and properly tender ALL of the shares you own. Even if you otherwise qualify for “odd lot” preferential treatment, you will not receive such preference unless you complete the section entitled “Odd Lots” in this Letter of Transmittal.

6. Order of Purchase in the Event of Proration.  As described in Section 1 of the Offer to Purchase, shareholders may specify the order in which their shares are to be purchased in the event that, as a result of proration or otherwise, NSHA purchases some but not all of the tendered shares pursuant to the terms of the Offer to Purchase. The order of purchase may have an effect on the federal income tax treatment of any gain or loss on the shares that NSHA purchases. See Sections 1, 6 and 14 of the Offer to Purchase.

7. Signatures on Letter of Transmittal, Stock Powers and Endorsements.

a. Exact Signatures.  If this Letter of Transmittal is signed by the registered holder(s) of the shares tendered hereby, the signature(s) must correspond exactly with the name(s) as written on the face of the certificate(s) without any change whatsoever.

b. Joint Holders.  If the shares are registered in the names of two or more persons, ALL such persons must sign this Letter of Transmittal.

c. Different Names on Certificates.  If any tendered shares are registered in different names on several certificates, you must complete, sign and submit as many separate letters of transmittal as there are different registrations of certificates.

d. Endorsements.  If this Letter of Transmittal is signed by the registered holder(s) of the shares tendered hereby, no endorsements of certificate(s) representing such shares or separate stock powers are required unless payment of the Purchase Price is to be made, or the certificates for shares not tendered or tendered but not purchased are to be issued, to a person other than the registered holder(s). Signature(s) on any such certificate(s) or stock powers must be guaranteed by an Eligible Institution.

If this Letter of Transmittal is signed by a person other than the registered holder(s) of the shares tendered hereby, or if payment is to be made, or the certificates for shares not tendered or tendered but not purchased are to be issued, to a person other than the registered holder(s), the certificate(s) for the shares must be endorsed or accompanied by appropriate stock powers, in either case, signed exactly as the name(s) of the registered holder(s) appear(s) on the certificate(s) for such shares, and the signature(s) on such certificates or stock power(s) must be guaranteed by an Eligible Institution. See Instruction 1.

If this Letter of Transmittal or any certificate or stock power is signed by a trustee, executor, administrator, guardian, attorney-in-fact, officer of a corporation or any other person acting in a fiduciary or representative capacity, such person should so indicate when signing and must submit to the depositary evidence satisfactory to NSHA that such person has authority so to act.

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8. Stock Transfer Taxes.  Except as provided in this Instruction 8, no stock transfer tax stamps or funds to cover such stamps need to accompany this Letter of Transmittal. NSHA will pay or cause to be paid any stock transfer taxes payable on the transfer to it of shares purchased under the tender offer. If, however:

a. payment of the Purchase Price is to be made to any person other than the registered holder(s);

b. certificate(s) for shares not tendered or tendered but not purchased are to be returned in the name of and to any person other than the registered holder(s) of such shares; or

c. tendered certificates are registered in the name of any person(s) other than the person(s) signing this Letter of Transmittal, or to the person signing this Letter of Transmittal, but at a different address,

then the depositary will deduct from the Purchase Price the amount of any stock transfer taxes (whether imposed on the registered holder(s), such other person(s) or otherwise) payable on account of the transfer of cash or stock thereby made to such person, unless satisfactory evidence of the payment of such taxes or an exemption from them is submitted with this Letter of Transmittal.

9. Special Payment and Delivery Instructions.  If any of the following conditions holds:

a. check(s) for the Purchase Price of any shares purchased pursuant to the tender offer are to be issued to a person other than the person(s) signing this Letter of Transmittal; or

b. check(s) for the Purchase Price are to be sent to any person other than the person signing this Letter of Transmittal, or to the person signing this Letter of Transmittal but at a different address; or

c. certificates for any shares not tendered, or tendered but not purchased, are to be returned to and in the name of a person other than the person(s) signing this Letter of Transmittal, or to the person signing this Letter of Transmittal but at a different address,

then, in each such case, you must complete the boxes captioned “Special Payment Instructions” and/or “Special Delivery Instructions” as applicable in this Letter of Transmittal and make sure that the signatures herein are guaranteed as described in Instructions 1 and 7.

10. Conditional Tenders.  As described in Sections 1 and 6 of the Offer to Purchase, shareholders may condition their tenders on NSHA purchasing all of their shares, or specify a minimum number of shares that NSHA must purchase for the tender of any of their shares to be effective. If you wish to make a conditional tender, you must indicate this choice in the box entitled “Conditional Tender” in this Letter of Transmittal or, if applicable, the notice of guaranteed delivery; and you must calculate and appropriately indicate, in the space provided, the minimum number of shares that NSHA must purchase if NSHA purchases any shares.

As discussed in Sections 1 and 6 of the Offer to Purchase, proration may affect whether NSHA accepts conditional tenders. Proration may result in all of the shares tendered pursuant to a conditional tender being deemed to have been withdrawn if NSHA could not purchase the minimum number of shares required to be purchased by the tendering shareholder due to proration. If, because of proration, NSHA will not purchase the minimum number of shares that you designate, NSHA may accept conditional tenders by random lot, if necessary. However, to be eligible for purchase by random lot, you must have tendered all of your shares and must have checked the box so indicated. Upon selection by random lot, if any, NSHA will limit its purchase in each case to the designated minimum number of shares.

If you are an “odd lot” holder and you tender all of your shares, you cannot conditionally tender such shares, since these shares will not be subject to proration.

All tendered shares will be deemed unconditionally tendered unless the “Conditional Tender” box is checked and appropriately completed. When deciding whether to tender shares conditionally, we urge each shareholder to consult his or her own tax advisor.

11. Tax Identification Number and Backup Withholding.  Under the United States federal income tax laws, the depositary will be required to withhold 28% of the amount of any payments made to certain shareholders pursuant to the tender offer. In order to avoid such backup withholding, each tendering shareholder that is a United States person (including a United States resident alien) must provide the depositary with such shareholder’s correct taxpayer identification number and make particular certifications by completing the Substitute Form W-9 set forth below.

12

In general, if a shareholder is an individual, the taxpayer identification number is the social security number of such individual. If the depositary is not provided with the correct taxpayer identification number, the shareholder may be subject to a $50 penalty imposed by the Internal Revenue Service (the “IRS”), and payments that are made to such shareholder pursuant to the tender offer may be subject to backup withholding. Certain shareholders (including, among others, all corporations and certain foreign individuals) are not subject to these backup withholding and reporting requirements. In order to satisfy the depositary that a foreign individual qualifies as an exempt recipient, such shareholder must submit an IRS Form W-8, signed under penalties of perjury, attesting to that individual’s exempt status. You can obtain such statements from the depositary.

For further information concerning backup withholding and instructions for completing the Substitute Form W-9 (including how to obtain a taxpayer identification number if you do not have one and how to complete the Substitute Form W-9 if shares are held in more than one name), consult the enclosed Guidelines for Certification of Taxpayer Identification Number on Substitute Form W-9.

Failure to complete the Substitute Form W-9 will not, by itself, cause shares to be deemed invalidly tendered, but may require the depositary to withhold 28% of the amount of any payments made pursuant to the tender offer. Backup withholding is not an additional United States federal income tax. Rather, the United States federal income tax liability of a person subject to backup withholding will be reduced by the amount of tax withheld. If withholding results in an overpayment of taxes, the taxpayer may obtain a refund, provided that the required information is timely furnished to the IRS.

NOTE: FAILURE TO COMPLETE AND RETURN THE SUBSTITUTE FORM W-9 MAY RESULT IN BACKUP WITHHOLDING OF 28% OF ANY PAYMENTS MADE TO YOU PURSUANT TO THE TENDER OFFER. PLEASE REVIEW THE ENCLOSED GUIDELINES FOR CERTIFICATION OF TAXPAYER IDENTIFICATION NUMBER ON SUBSTITUTE FORM W-9 FOR ADDITIONAL DETAILS.

Unless NSHA determines that a reduced rate of withholding is applicable pursuant to a tax treaty or that an exemption from withholding is applicable because gross proceeds paid pursuant to the tender offer are effectively connected with the conduct of a trade or business within the United States, NSHA will be required to withhold United States federal income tax at a rate of 30% from such gross proceeds paid to a foreign shareholder or such shareholder’s agent. For this purpose, a foreign shareholder is any shareholder that is a “Holder” as defined in the Offer to Purchase. A foreign shareholder may be eligible to file for a refund of such tax or a portion of such tax if such shareholder meets the “complete termination,” “substantially disproportionate” or “not essentially equivalent to a dividend” tests described in the Offer to Purchase under Section 13 “Material United States Federal Income Tax Consequences” or if such shareholder is entitled to a reduced rate of withholding pursuant to a treaty and NSHA withheld at a higher rate.

In order to obtain a reduced rate of withholding under a tax treaty, a foreign shareholder must deliver to the depositary, before the payment, a properly completed and executed IRS Form W-8 claiming such an exemption or reduction. A shareholder can obtain such statements from the depositary. In order to claim an exemption from withholding on the grounds that gross proceeds paid pursuant to the tender offer are effectively connected with the conduct of a trade or business within the United States, a foreign shareholder must deliver to the depositary a properly executed IRS Form W-8 claiming exemption. A shareholder can obtain such statements from the depositary. We urge foreign shareholders to consult their own tax advisors regarding the application of United States federal income tax withholding, including eligibility for a withholding tax reduction or exemption and the refund procedure.

12. Irregularities.  NSHA will determine in its sole discretion all questions as to the Purchase Price, the number of shares to accept, and the validity, eligibility (including time of receipt) and acceptance for payment of any tender of shares. Any such determinations will be final and binding on all parties. NSHA reserves the absolute right to reject any or all tenders of shares it determines not to be in proper form or the acceptance of which or payment for which may, in the opinion of NSHA, be unlawful. NSHA also reserves the absolute right to waive any of the conditions of the tender offer and any defect or irregularity in the tender of any particular shares, and NSHA’s interpretation of the terms of the tender offer, including these instructions, will be final and binding on all parties. No tender of shares will be deemed to be properly made until all defects and irregularities have been cured or waived. Unless waived, any defects or irregularities in connection with tenders must be cured within such time as NSHA shall determine. None of NSHA, the dealer manager (as defined in the Offer to Purchase), the depositary, the information agent (as defined in the Offer to Purchase) or any other person is or will be obligated to give notice of any defects or irregularities in tenders and none of them will incur any liability for failure to give any such notice.

13

13. Questions; Requests for Assistance and Additional Copies.  Please direct any questions or requests for assistance or for additional copies of the Offer to Purchase, the Letter of Transmittal or the notice of guaranteed delivery to the information agent at its telephone number and address set forth on the last page of this Letter of Transmittal. You also may contact the dealer manager or your broker, dealer, commercial bank, trust company or other nominee for assistance concerning the tender offer.

14. Stock Option Plans.  If you hold vested options in NSHA’s stock option plans, then you may exercise such vested options by paying the cash exercise price and receiving shares that you may then tender in accordance with the terms of the tender offer. An exercise of an option cannot be revoked even if shares received upon exercise thereof and tendered in the tender offer are not purchased in the tender offer for any reason.

15. Lost, Stolen, Destroyed or Mutilated Certificates.  If any certificate representing any shares has been lost, stolen, destroyed or mutilated, you should notify American Stock Transfer & Trust Company, our transfer agent, by calling (800) 937-5449, and asking for instructions on obtaining replacement certificate(s). The transfer agent will require you to complete an affidavit of loss and return it to the transfer agent. You will be instructed by the transfer agent as to the steps you must take in order to replace the certificate. You may be required to post a bond to secure against the risk that the certificate may be subsequently recirculated.

We cannot process this Letter of Transmittal and related documents until you have followed the procedures for replacing lost, stolen, destroyed or mutilated certificates. We urge you to contact the transfer agent immediately in order to receive further instructions, for a determination as to whether you will need to post a bond, and to permit timely processing of this documentation.

IMPORTANT:  This Letter of Transmittal, together with any required signature guarantees, or, in the case of a book-entry transfer, an Agent’s Message, and any other required documents, must be received by the depositary prior to the expiration date of the tender offer and either certificates for tendered shares must be received by the depositary or shares must be delivered pursuant to the procedures for book-entry transfer (in each case prior to the expiration date of the tender offer), or the tendering shareholder must comply with the procedures for guaranteed delivery.

14

GUIDELINES FOR CERTIFICATION OF TAXPAYER IDENTIFICATION
NUMBER ON SUBSTITUTE FORM W-9

GUIDELINES FOR DETERMINING THE PROPER IDENTIFICATION NUMBER FOR THE PAYEE (YOU) TO GIVE THE PAYER — Social Security numbers have nine digits separated by two hyphens: i.e., 000-00-0000. Employer identification numbers have nine digits separated by only one hyphen: i.e., 00-0000000. The table below will help determine the number to give the payer. All “Section” references are to the Internal Revenue Code of 1986, as amended. “IRS” is the Internal Revenue Service.

		Give the name
		and SOCIAL SECURITY
For this type of account:		number of:
1.	Individual	The individual
2.	Two or more individuals (joint account)	The actual owner of the account or, if combined funds, the first individual on the account(1)
3.	Custodian account of a minor (Uniform Gift to Minors Act)	The minor(2)
4.	a. The usual revocable savings    trust (grantor is also trust)	The Grantor-trustee(1)
	b. So-called trust account that is    not a legal or valid trust under    state law	The actual owner(1)
5.	Sole proprietorship or single-owner LLC	The owner(3)
6.	Sole proprietorship or single-member LLC	The owner(3)
7.	A valid trust, estate or pension trust	The legal entity(4)

		Give the name and
		EMPLOYER IDENTIFICATION
For this type of account:		number of:
8.	Corporation or LLC electing corporate status on IRS Form 8832l	The corporation
9.	Association, club, religious, charitable, educational, or other tax-exempt organization	The organization
10.	Partnership or multi-member LLC	The partnership
11.	A broker or registered nominee	The broker or nominee
12.	Account with the Department of Agriculture in the name of a public entity (such as a state or local government, school district, or prison) that receives agricultural program payments	The public entity

(1)	List first and circle the name of the person whose number you furnish. If only one person on a joint account has a social security number, that person’s number must be furnished.
(2)	Circle the minor’s name and furnish the minor’s social security number.
(3)	You must show your individual name, but you may also enter your business or “doing business as” name. You may use either your social security number or your employer identification number (if you have one).
(4)	List first and circle the name of the legal trust, estate, or pension trust. (Do not furnish the taxpayer identification number of the personal representative or trustee unless the legal entity itself is not designated in the account title.)

NOTE:  If no name is circled when there is more than one name listed, the number will be considered to be that of the first name listed.

GUIDELINES FOR CERTIFICATION OF TAXPAYER IDENTIFICATION
NUMBER ON SUBSTITUTE FORM W-9

Obtaining a Number

If you do not have a taxpayer identification number, apply for one immediately. To apply for a SSN, get Form SS-5, Application for a Social Security Card, from your local Social Security Administration office. Get Form W-7, Application for IRS individual Taxpayer Identification Number, to apply for a TIN, or Form SS-4, Application for Employer Identification Number, to apply for an EIN. You can get Forms W-7 and SS-4 from the IRS by calling 1 (800) TAX-FORM, or from the IRS Web Site at www.irs.gov.

Payees Exempt from Backup Withholding

Payees specifically exempted from backup withholding include:

1.	An organization exempt from tax under Section 501(a), an individual retirement account (IRA), or a custodial account under Section 403(b)(7) if the account satisfies the requirements of Section 401(f)(2).
2.	The United States or any of its agencies or instrumentalities.
3.	A state, the District of Columbia, a possession of the United States, or any of their political subdivisions or instrumentalities.
4.	A foreign government or any of its political subdivisions, agencies or instrumentalities.
5.	An international organization or any of its agencies or instrumentalities.

Payees that may be exempt from backup withholding include:

6.	A corporation.
7.	A foreign central bank of issue.
8.	A dealer in securities or commodities required to register in the United States, the District of Columbia, or a possession of the United States.
9.	A futures commission merchant registered with the Commodity Futures Trading Commission.

10.	A real estate investment trust.
11.	An entity registered at all times during the tax year under the Investment Company Act of 1940.
12.	A common trust fund operated by a bank under Section 584(a).
13.	A financial institution.
14.	A middleman known in the investment community as a nominee or custodian.
15.	A trust exempt from tax under Section 664 or described in Section 4947.

The chart below shows types of payments that may be exempt from backup withholding. The chart applies to the exempt recipients listed above, 1 through 15.

If the payment is for...

Interest and dividend payments

Broker transactions

THEN the payment is exempt for...

All exempt recipients except for 9.

Exempt recipients 1 through 13.

Also, a person registered under the Investment Advisers Act of 1940 who regularly acts as a broker.

Exempt payees should complete a substitute Form W-9 to avoid possible erroneous backup withholding.  Furnish your taxpayer identification number, check the appropriate box for your status, check the “Exempt from backup withholding” box, sign and date the form and return it to the payer. Foreign payees who are not subject to backup withholding should complete an appropriate IRS Form W-8 and return it to the payer.

Privacy Act Notice.  Section 6109 requires you to provide your correct taxpayer identification number to payers who must file information returns with the IRS to report interest, dividends, and certain other income paid to you to the IRS. The IRS uses the numbers for identification purposes and to help verify the accuracy of your return and may also provide this information to various government agencies for tax enforcement or litigation purposes and to cities, states, and the District of Columbia to carry out their tax laws, and may also disclose this information to other countries under a tax treaty, or to Federal and state agencies to enforce Federal nontax criminal laws and to combat terrorism. Payers must be given the numbers whether or not recipients are required to file tax returns. Payers must generally withhold 28% of taxable interest, dividend, and certain other payments to a payee who does not furnish a taxpayer identification number to a payer. Certain penalties may also apply.

Penalties

(1) Failure to Furnish Taxpayer Identification Number.  If you fail to furnish your correct taxpayer identification number to a payer, you are subject to a penalty of $50 for each such failure unless your failure is due to reasonable cause and not to willful neglect.

(2) Civil Penalty for False Information with Respect to Withholding.  If you make a false statement with no reasonable basis that results in no backup withholding, you are subject to a $500 penalty.

(3) Criminal Penalty for Falsifying Information.  Willfully falsifying certifications or affirmations may subject you to criminal penalties including fines and/or imprisonment.

(4) Misuse of TINs.  If the requestor discloses or uses TINs in violation of federal law, the requestor may be subject to civil and criminal penalties.

FOR ADDITIONAL INFORMATION
CONTACT YOUR TAX CONSULTANT
OR THE INTERNAL REVENUE SERVICE.

The Letter of Transmittal and certificates for shares and any other required documents should be sent or delivered by each tendering shareholder or its broker, dealer, commercial bank, trust company or other nominee to the depositary at one of its addresses set forth on the cover page of this Letter of Transmittal.

Any questions or requests for assistance or for additional copies of the Offer to Purchase, the Letter of Transmittal or the notice of guaranteed delivery may be directed to the information agent at the telephone number and address set forth below. You may also contact the dealer manager or your broker, dealer, commercial bank, trust company or other nominee for assistance concerning the tender offer. To confirm delivery of your shares, please contact the depositary.

The depositary for the tender offer is:

By Mail or Overnight Courier:	By Hand:
American Stock Transfer & Trust Company Operations Center Attn: Reorganization Department 6201 15th Avenue Brooklyn, NY 11219	American Stock Transfer & Trust Company Attn: Reorganization Department 59 Maiden Lane New York, NY 10038

Telephone confirm: (877) 248-6417 or (718) 921-8317

Fax: (718) 234-5001

Delivery of this Letter of Transmittal to an address, or transmission of instruction via a facsimile number,
other than as set forth above will not constitute valid delivery.

The information agent for the tender offer is:

Georgeson Inc.
17 State Street, 10th Floor
New York, NY 10004

Please call toll free: (888) 605-7508
Banks and brokers call: (212) 440-9800

The dealer manager for the tender offer is:

Georgeson Securities Corporation
17 State Street, 10th floor
New York, NY 10004
Telephone: (212) 440-9800

EX-99.(A)(1)(C)

NOTICE OF GUARANTEED DELIVERY

(Not to be Used for Signature Guarantee)
for
Tender of Shares of Common Stock
of

NASHUA CORPORATION

THE TENDER OFFER, PRORATION PERIOD AND WITHDRAWAL RIGHTS WILL EXPIRE AT 12:00 MIDNIGHT, NEW YORK CITY TIME, ON JUNE 28, 2007, UNLESS NASHUA CORPORATION EXTENDS THE TENDER OFFER.

As set forth in Section 3 of the Offer to Purchase, dated May 29, 2007, you should use this notice of guaranteed delivery (or a facsimile of it) to accept the tender offer (as defined herein) if:

(a) your share certificates are not immediately available or you cannot deliver certificates representing shares of common stock, par value $1.00 per share (“common stock”), of Nashua Corporation, a Massachusetts corporation (“NSHA”), prior to the “expiration date” (as defined in Section 1 of the Offer to Purchase); or

(b) the procedure for book-entry transfer cannot be completed before the expiration date; or

(c) time will not permit a properly completed and duly executed Letter of Transmittal and all other required documents to reach the depositary referred to below before the expiration date.

You may deliver this notice of guaranteed delivery (or a facsimile of it), signed and properly completed, by hand, mail, overnight courier or facsimile transmission so that the depositary receives it before the expiration date. See Section 3 of the Offer to Purchase and Instruction 2 to the Letter of Transmittal.

The depositary for the tender offer is:

By Mail or Overnight Courier:	By Hand:
American Stock Transfer & Trust Company Operations Center Attn: Reorganization Department 6201 15th Avenue Brooklyn, NY 11219	American Stock Transfer & Trust Company Attn: Reorganization Department 59 Maiden Lane New York, NY 10038

Telephone confirm: (877) 248-6417 or (718) 921-8317

Fax: (718) 234-5001

Delivery of this notice of guaranteed delivery to an address, or transmission of instructions via a facsimile number, other than as set forth above will not constitute valid delivery.

Deliveries to NSHA, to the dealer manager of the tender offer or to the information agent of the tender offer will not be forwarded to the depositary and therefore will not constitute valid delivery. Deliveries to the book-entry transfer facility (as defined in the Offer to Purchase) will not constitute valid delivery to the depositary.

You cannot use this notice of guaranteed delivery form to guarantee signatures. If a signature on the Letter of Transmittal is required to be guaranteed by an “eligible guarantor institution” (as defined in Section 3 of the Offer to Purchase) under the instructions thereto, such signature must appear in the applicable space provided in the signature box on the Letter of Transmittal.

Ladies and Gentlemen:

The undersigned hereby tenders to Nashua Corporation, a Massachusetts corporation (“NSHA”), the number of shares indicated below, upon the terms and subject to the conditions set forth in the Offer to Purchase and the related Letter of Transmittal, which together (and as each may be amended or supplemented from time to time) constitute the tender offer, and the receipt of which is hereby acknowledged. This tender is being made pursuant to the guaranteed delivery procedure set forth in Section 3 of the Offer to Purchase. Unless the context otherwise requires, all references to the shares shall refer to the common stock of NSHA.

Number of Shares Being Tendered Hereby: _ _ Shares

CHECK ONE AND ONLY ONE BOX.  IF YOU CHECK MORE THAN ONE BOX, OR IF YOU DO NOT CHECK ANY BOX, YOU WILL HAVE FAILED TO VALIDLY TENDER ANY SHARES.

ODD LOTS
(See Instruction 5 of the Letter of Transmittal)

To be completed only if shares are being tendered by or on behalf of a person owning, beneficially or of record, an aggregate of fewer than 100 shares.

On the date hereof, the undersigned either (check ONE box):

o  is the beneficial or record owner of an aggregate of fewer than 100 shares and is tendering all of those shares; or

o  is a broker, dealer, commercial bank, trust company or other nominee that (i) is tendering, for the beneficial owner(s) thereof, shares with respect to which it is the record holder, and (ii) believes, based upon representations made to it by such beneficial owner(s), that each such person is the beneficial owner of an aggregate of fewer than 100 shares and is tendering all of such shares.

CONDITIONAL TENDER

(See Instruction 10 of the Letter of Transmittal)

A tendering shareholder may condition such shareholder’s tender of any shares upon NSHA purchasing a specified minimum number of the shares such shareholder tenders, as described in Section 6 of the Offer to Purchase. Unless NSHA purchases at least the minimum number of shares you indicate below pursuant to the terms of the tender offer, NSHA will not purchase any of the shares tendered below. It is the tendering shareholder’s responsibility to calculate that minimum number, and we urge each shareholder to consult his or her own tax advisor in doing so. Unless you check the box immediately below and specify, in the space provided, a minimum number of shares that NSHA must purchase from you if NSHA purchases any shares from you, your tender will be deemed unconditional.

o  The minimum number of shares that NSHA must purchase from me if NSHA purchases any shares from me is: _ _ shares.

If, because of proration, NSHA will not purchase the minimum number of shares that you designate, NSHA may accept conditional tenders by random lot, if necessary. However, to be eligible for purchase by random lot, the tendering shareholder must have tendered all of his or her shares. To certify that you are tendering all of the shares you own, check the box below.

o  The tendered shares represent all shares held by the undersigned.

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SHAREHOLDERS COMPLETE AND SIGN BELOW

Certificate No.(s) (if available):

Name(s) of Shareholders: Area Code & Phone No.: Address(es) of Shareholders:

Signature(s) of Shareholder(s):                                                           Date:

If shares will be tendered by book-entry transfer provide the following information:

Name of Tendering Institution:

Account No:

THE GUARANTEE SET FORTH ON THE FOLLOWING PAGE MUST BE COMPLETED.

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GUARANTEE
(Not to be used for Signature Guarantee)

The undersigned, a bank, broker, dealer, credit union, savings association or other entity is a member in good standing in an acceptable medallion guarantee program or a bank, broker, dealer, credit union, savings association or other entity that is an “eligible guarantor institution,” as such term is defined in Rule 17Ad-15 under the Securities Exchange Act of 1934, as amended (the “Exchange Act”) (each of the foregoing constituting an “Eligible Guarantor Institution”) hereby guarantees (1) that the above-named person(s) “own(s)” the shares tendered hereby within the meaning of Rule 14e-4 under the Exchange Act, (2) that such tender of shares complies with Rule 14e-4 and (3) the delivery of the shares tendered hereby to the depositary, in proper form for transfer, or a confirmation that the shares tendered hereby have been delivered under the procedure for book-entry transfer set forth in the Offer to Purchase into the depositary’s account at the book-entry transfer facility, together with a properly completed and duly executed Letter of Transmittal, or in the case of a book-entry transfer, agent’s message, and any other required documents, all within three Nasdaq trading days of the date hereof.

The Eligible Guarantor Institution that completes this form must communicate the guarantee to the depositary and must deliver the Letter of Transmittal (or agent’s message in the case of a book-entry transfer), and certificates representing shares (or a confirmation that the shares tendered hereby have been delivered under the procedure of book-entry set forth in the Offer to Purchase) to the depositary within the time period set forth herein. Failure to do so could result in financial loss to such Eligible Guarantor Institution.

Name of Firm:	Name of Firm:
Authorized Signature:	Authorized Signature:
Name:	Name:
Title:	Title:
Address:	Address:
Zip Code:	Zip Code:
Area Code and Telephone Number:	Area Code and Telephone Number:
Dated:                             2007	Dated:                                  2007

DO NOT SEND SHARE CERTIFICATES WITH THIS NOTICE OF GUARANTEED DELIVERY.
SHARE CERTIFICATES SHOULD BE SENT WITH YOUR LETTER OF TRANSMITTAL.

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EX-99.(A)(1)(D)

Offer to Purchase for Cash by Nashua Corporation

up to 1,900,000 Shares of its Common Stock

at a Purchase Price of $10.50 per Share

THE TENDER OFFER, PRORATION PERIOD AND WITHDRAWAL RIGHTS WILL EXPIRE AT 12:00 MIDNIGHT, NEW YORK CITY TIME, ON JUNE 28, 2007, UNLESS NASHUA CORPORATION EXTENDS THE TENDER OFFER.

May 29, 2007

To Brokers, Dealers, Commercial Banks,

Trust Companies and Other Nominees:

We have been appointed by Nashua Corporation, a Massachusetts corporation (“NSHA”), to act as information agent in connection with its Offer to Purchase for cash up to 1,900,000 shares of its common stock, par value $1.00 per share (“common stock”), at a price of $10.50 per share, net to the seller in cash, without interest, upon the terms and subject to the conditions set forth in the Offer to Purchase, dated May 29, 2007, and the related Letter of Transmittal, which together (and as each may be amended or supplemented from time to time) constitute the tender offer. Please furnish copies of the enclosed materials to those of your clients for whom you hold shares registered in your name or in the name of your nominee. Unless the context otherwise requires, all references to the shares shall refer to our common stock.

NSHA, upon the terms and subject to the conditions of the tender offer, will pay $10.50 per share, net to the seller in cash, without interest, for shares properly tendered and not properly withdrawn pursuant to the terms of the tender offer, after taking into account the total number of shares so tendered. NSHA will purchase only shares properly tendered and not properly withdrawn, on the terms and subject to the conditions of the tender offer, including the provisions relating to “odd lot” tenders, proration and conditional tender described in the tender offer. NSHA will not purchase shares that it does not accept for purchase because of “odd lot” priority, conditional tender or proration provisions. Shares not purchased in the tender offer will be returned to the tendering shareholders at NSHA’s expense promptly after the expiration of the tender offer.

If, at the expiration date, more than 1,900,000 shares are properly tendered and not properly withdrawn, NSHA will buy shares:

•  first, from all holders of “odd lots” (holders of less than 100 shares) who properly tender all of their shares and do not properly withdraw them before the expiration date;

•  second, on a pro rata basis from all other shareholders who properly tender shares and do not properly withdraw them before the expiration date, other than shareholders who tender conditionally and whose conditions are not satisfied, with appropriate adjustments to avoid purchases of fractional shares; and

•  third, only if necessary to permit NSHA to purchase 1,900,000 shares from holders who have tendered shares subject to the condition that a specified minimum number of such shareholder’s shares be purchased if any of the shareholder’s shares are purchased in the tender offer (for which the condition was not initially satisfied) by random lot, to the extent feasible. To be eligible for purchase by random lot, shareholders whose shares are conditionally tendered must have tendered all of their shares.

The tender offer is not conditioned upon the receipt of financing nor on any minimum number of shares being tendered. The tender offer is, however, subject to certain other conditions. See Section 7 of the Offer to Purchase.

For your information and for forwarding to your clients for whom you hold shares registered in your name or in the name of your nominee, we are enclosing the following documents:

1. Offer to Purchase, dated May 29, 2007;

2. Letter to Your Clients, which you may send to your clients for whom you hold shares registered in your name or in the name of your nominee, with an Instruction Form provided for obtaining such clients’ instructions with regard to the tender offer;

3. Letter of Transmittal, for your use and for the information of your clients, together with accompanying instructions, Substitute Form W-9 and Guidelines of the Internal Revenue Service for Certification of Taxpayer Identification Number on Substitute Form W-9;

4. Notice of Guaranteed Delivery, to be used to accept the tender offer in the event that you are unable to deliver the share certificates, together with all other required documents, to the depositary before the expiration date, or if the procedure for book-entry transfer cannot be completed before the expiration date;

5. Letter to Shareholders from the President and Chief Executive Officer of NSHA; and

6. Return envelope addressed to American Stock Transfer & Trust Company, as the depositary.

WE URGE YOU TO CONTACT YOUR CLIENTS AS PROMPTLY AS POSSIBLE. THE TENDER OFFER, PRORATION PERIOD AND WITHDRAWAL RIGHTS WILL EXPIRE AT 12:00 MIDNIGHT, NEW YORK CITY TIME, ON JUNE 28, 2007, UNLESS NSHA EXTENDS THE TENDER OFFER.

No fees or commissions will be payable to brokers, dealers, commercial banks, trust companies, other nominees or any person for soliciting tenders of shares under the tender offer other than fees paid to the dealer manager, the information agent and the depositary, as described in the Offer to Purchase. However, upon request, NSHA will reimburse brokers, dealers, commercial banks, trust companies and other nominees for reasonable and necessary costs and expenses incurred by them in forwarding the enclosed materials to their customers who are beneficial owners of shares held by them as a nominee or in a fiduciary capacity. NSHA will pay or cause to be paid any stock transfer taxes applicable to its purchase of shares pursuant to the tender offer, except as otherwise provided in the Offer to Purchase and Letter of Transmittal (see Instruction 8 of the Letter of Transmittal). No broker, dealer, commercial bank, trust company or other nominee shall be deemed to be either our agent or the agent of NSHA, the depositary or the dealer manager for purposes of the tender offer.

For shares to be properly tendered pursuant to the tender offer, (1) the depositary must timely receive the share certificates or confirmation of receipt of such shares under the procedure for book-entry transfer, together with a properly completed and duly executed Letter of Transmittal, including any required signature guarantees or, in the case of a book-entry transfer, an “agent’s message” (as defined in the Offer to Purchase and the Letter of Transmittal) and any other documents required pursuant to the tender offer, or (2) the tendering shareholder must comply with the guaranteed delivery procedures, all in accordance with the instructions set forth in the Offer to Purchase and related Letter of Transmittal.

Shareholders (a) whose share certificates are not immediately available or who will be unable to deliver to the depositary the certificate(s) for the shares being tendered and all other required documents before the expiration date, or (b) who cannot complete the procedures for book-entry transfer before the expiration date, must tender their shares according to the procedure for guaranteed delivery set forth in Section 3 of the Offer to Purchase.

Neither NSHA nor its board of directors nor the dealer manager, information agent or the depositary makes any recommendation to any shareholder as to whether to tender or refrain from tendering all or any shares. Holders of shares must make their own decision as to whether to tender shares and, if so, how many shares to tender. The NSHA directors and executive officers have advised NSHA that they will not tender any of their shares in the tender offer.

Please address any inquiries you may have with respect to the tender offer to the information agent, Georgeson Inc., at its address and telephone number set forth on the back cover page of the Offer to Purchase.

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You may obtain additional copies of the enclosed materials from Georgeson Inc. Please call Georgeson Inc. toll-free at (888) 605-7508. Banks and brokers should contact Georgeson Inc. at (212) 440-9800.

Capitalized terms used but not defined herein have the meanings assigned to them in the Offer to Purchase and the related Letter of Transmittal.

Very truly yours,

Georgeson Inc.

Enclosures

NOTHING CONTAINED HEREIN OR IN THE ENCLOSED DOCUMENTS SHALL DESIGNATE OR AUTHORIZE YOU OR ANY OTHER PERSON AS AN AGENT OF NSHA, THE DEALER MANAGER, THE INFORMATION AGENT, OR THE DEPOSITARY, OR ANY AFFILIATE OF THE FOREGOING, OR AUTHORIZE YOU OR ANY OTHER PERSON TO USE ANY DOCUMENT OR MAKE ANY STATEMENT ON BEHALF OF ANY OF THEM IN CONNECTION WITH THE TENDER OFFER OTHER THAN THE DOCUMENTS ENCLOSED HEREWITH AND THE STATEMENTS CONTAINED THEREIN.

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EX-99.(A)(1)(E)

Offer to Purchase for Cash by Nashua Corporation

up to 1,900,000 Shares of its Common Stock
at a Purchase Price of $10.50 per Share

THE TENDER OFFER, PRORATION PERIOD AND WITHDRAWAL RIGHTS WILL EXPIRE AT 12:00 MIDNIGHT, NEW YORK CITY TIME, ON JUNE 28, 2007, UNLESS NASHUA CORPORATION EXTENDS THE TENDER OFFER.

May 29, 2007

To Our Clients:

Enclosed for your consideration are the Offer to Purchase, dated May 29, 2007, and the related Letter of Transmittal, in connection with the tender offer by Nashua Corporation, a Massachusetts corporation (“NSHA”), to purchase up to 1,900,000 shares of its common stock, par value $1.00 per share (“common stock”), at a price of $10.50 per share, net to the seller in cash, without interest, upon the terms and subject to the conditions set forth in the Offer to Purchase. Unless the context otherwise requires, all references to the shares shall refer to the common stock of NSHA.

NSHA will, upon the terms and subject to the conditions of the tender offer, pay $10.50 per share, net to the seller in cash, without interest, for shares properly tendered and not properly withdrawn pursuant to the terms of the tender offer, after taking into account the total number of shares so tendered. NSHA will purchase only shares properly tendered and not properly withdrawn, on the terms and subject to the conditions of the tender offer. However, because of the odd lot priority, conditional tender and proration provisions described in the Offer to Purchase, NSHA may not purchase all of the shares tendered even if shareholders properly tendered more than the number of shares being sought by NSHA. NSHA will not purchase shares that it does not accept for purchase because of odd lot priority, conditional tender or proration provisions. Shares not purchased in the tender offer will be returned to the tendering shareholders at NSHA’s expense promptly after the expiration of the tender offer.

If, at the expiration date, more than 1,900,000 shares are properly tendered and not properly withdrawn, NSHA will buy shares:

•  first, from all holders of odd lots (holders of less than 100 shares) who properly tender all of their shares and do not properly withdraw them before the expiration date;

•  second, on a pro rata basis from all other shareholders who properly tender shares and do not properly withdraw them before the expiration date, other than shareholders who tender conditionally and whose conditions are not satisfied, with appropriate adjustments to avoid purchases of fractional shares; and

•  third, only if necessary to permit NSHA to purchase 1,900,000 shares from holders who have tendered shares subject to the condition that a specified minimum number of such shareholder’s shares be purchased if any of the shareholder’s shares are purchased in the tender offer (for which the condition was not initially satisfied) by random lot, to the extent feasible. To be eligible for purchase by random lot, shareholders whose shares are conditionally tendered must have tendered all of their shares.

We are the owner of record of shares of common stock of NSHA held for your account. As such, we are the only ones who can tender your shares, and then only pursuant to your instructions. We are sending you the Letter of Transmittal for your information only. You cannot use the Letter of Transmittal to tender the shares we hold for your account. The Letter of Transmittal must be completed and executed by us, according to your instructions.

Please instruct us as to whether you wish us to tender, on the terms and subject to the conditions of the tender offer, any or all of the shares we hold for your account, by completing and signing the Instruction Form accompanying this letter.

Please note carefully the following:

1. You may tender shares at $10.50 per share, as indicated in the enclosed Instruction Form, net to you in cash, without interest.

2. You should consult with your broker and/or your financial or tax advisor as to whether (and if so, in what manner) you should designate the priority in which you want your tendered shares to be purchased in the event of proration.

3. The tender offer is not conditioned upon any minimum number of shares being tendered. However, the tender offer is subject to certain other conditions, as set forth in Section 7 of the Offer to Purchase, which you should read carefully.

4. The tender offer, the proration period and the withdrawal rights will expire at 12:00 midnight, New York City time, on June 28, 2007, unless NSHA extends the tender offer.

5. The tender offer is for 1,900,000 shares of NSHA’s common stock, constituting approximately 30% of the shares of such stock outstanding as of May 25, 2007.

6. Tendering shareholders who are registered shareholders or who tender their shares directly to American Stock Transfer & Trust Company (the “depositary”) will not be obligated to pay any brokerage commissions or fees, solicitation fees or (except as set forth in the Offer to Purchase and Instruction 8 to the Letter of Transmittal) stock transfer taxes on NSHA’s purchase of shares pursuant to the tender offer.

7. If you (i) own beneficially or of record an aggregate of fewer than 100 shares, (ii) instruct us to tender on your behalf ALL of the shares you own before the expiration date and (iii) check the box captioned “Odd Lots” in the attached Instruction Form, then NSHA, upon the terms and subject to the conditions of the tender offer, will accept all of your tendered shares for purchase regardless of any proration that may be applied to the purchase of other shares properly tendered but not meeting the above conditions.

8. If you wish to condition your tender upon the purchase of all shares tendered or upon NSHA’s purchase of a specified minimum number of the shares that you tender, you may elect to do so and thereby avoid (in full or in part) possible proration of your tender. NSHA’s purchase of shares from all tenders that are so conditioned will be determined, to the extent necessary, by random lot. To elect such a condition, complete the section captioned “Conditional Tender” in the attached Instruction Form.

9. The board of directors of NSHA (the “Board of Directors”) has approved the tender offer. However, none of NSHA, the Board of Directors, the dealer manager, the depositary or the information agent makes any recommendation to shareholders as to whether to tender or refrain from tendering their shares for purchase. Shareholders must make their own decisions as to whether to tender their shares and, if so, how many shares to tender. The NSHA directors and executive officers have advised NSHA that they will not tender any of their shares in the tender offer.

If you wish to have us tender any or all of your shares, please instruct us to that effect by completing, executing and returning to us the enclosed Instruction Form. A pre-addressed envelope is enclosed for your convenience. If you authorize us to tender your shares, we will tender all of the shares that we hold beneficially for your account unless you specify otherwise on the enclosed Instruction Form.

Please forward your completed Instruction Form to us in a timely manner to give us ample time to permit us to submit the tender on your behalf before the expiration date of the tender offer. The tender offer, proration period and withdrawal rights will expire at 12:00 midnight, New York City time, on June 28, 2007, unless NSHA extends the tender offer.

The tender offer is being made solely pursuant to the Offer to Purchase and the Letter of Transmittal and is being made to all record holders of shares of NSHA’s common stock. The tender offer is not being made to, nor will tenders be accepted from or on behalf of, holders of shares residing in any jurisdiction in which the making of the tender offer or acceptance thereof would not be in compliance with the securities, blue sky or other laws of such jurisdiction.

YOUR PROMPT ACTION IS REQUESTED. PLEASE FORWARD YOUR COMPLETED INSTRUCTION FORM TO US IN AMPLE TIME TO PERMIT US TO SUBMIT THE TENDER ON YOUR BEHALF BEFORE THE EXPIRATION OF THE TENDER OFFER.

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Instruction Form with Respect to

Offer to Purchase for Cash

by

Nashua Corporation

of up to 1,900,000 Shares of its Common Stock

at a Purchase Price of $10.50 per Share

The undersigned acknowledge(s) receipt of your letter and the enclosed Offer to Purchase, dated May 29, 2007, and the Letter of Transmittal in connection with the tender offer by Nashua Corporation, a Massachusetts corporation (“NSHA”), to purchase up to 1,900,000 shares of its common stock, par value $1.00 per share (“common stock”), at a price of $10.50 per share, net to the seller in cash, without interest, upon the terms and subject to the conditions set forth in the Offer to Purchase. Unless the context otherwise requires, all references to the shares shall refer to the common stock of NSHA.

The undersigned understands that NSHA, upon the terms and subject to the conditions of the tender offer, will pay $10.50 per share, net to the seller in cash, without interest, for shares properly tendered and not properly withdrawn pursuant to the terms of the tender offer, after taking into account the total number of shares so tendered and not properly withdrawn, on the terms and subject to the conditions of the tender offer. However, because of the odd lot priority, conditional tender and proration provisions described in the Offer to Purchase, NSHA may not purchase all of the shares tendered even if shareholders properly tendered more than the number of shares being sought by NSHA. NSHA will not purchase shares that it does not accept for purchase because of odd lot priority, conditional tender or proration provisions. Shares not purchased in the tender offer will be returned to the tendering shareholders at NSHA’s expense promptly after the expiration of the tender offer.

The undersigned hereby instruct(s) you to tender to NSHA the number of shares indicated below or, if no number is indicated, all shares you hold for the account of the undersigned, in accordance with the terms and subject to the conditions of the tender offer.

NUMBER OF SHARES TO BE TENDERED BY YOU FOR THE ACCOUNT OF THE UNDERSIGNED:

 SHARES OF COMMON STOCK*

*   Unless you indicate otherwise, we will assume that you are instructing us to tender all of the shares held by us for your account.

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CHECK ONE AND ONLY ONE BOX. IF YOU CHECK MORE THAN ONE BOX, OR IF YOU DO NOT CHECK ANY BOX, YOU WILL HAVE FAILED TO VALIDLY TENDER ANY SHARES.

ODD LOTS
(See Instruction 5 of the Letter of Transmittal)

To be completed only if shares are being tendered by or on behalf of a person owning, beneficially or of record, an aggregate of fewer than 100 shares.

On the date hereof, the undersigned either (check ONE box):

o  is the beneficial or record owner of an aggregate of fewer than 100 shares and is tendering all of such shares; or

o  is a broker, dealer, commercial bank, trust company or other nominee that (i) is tendering, for the beneficial owner(s) thereof, shares with respect to which it is the record holder, and (ii) believes based upon representations made to it by such beneficial owner(s), that each such person was the beneficial owner of an aggregate of fewer than 100 shares and is tendering all of such shares.

CONDITIONAL TENDER
(See Instruction 10 of the Letter of Transmittal)

A tendering shareholder may condition such shareholder’s tender of any shares upon the purchase by NSHA of a specified minimum number of the shares such shareholder tenders, as described in Section 6 of the Offer to Purchase. Unless NSHA purchases at least the minimum number of shares you indicate below pursuant to the terms of the tender offer, NSHA will not purchase any of the shares tendered below. It is the tendering shareholder’s responsibility to calculate that minimum number, and we urge each shareholder to consult his or her own financial or tax advisor in doing so. Unless you check the box immediately below and specify, in the space provided, a minimum number of shares that NSHA must purchase from you if NSHA purchases any shares from you, your tender will be deemed unconditional.

o  The minimum number of shares that NSHA must purchase from me if NSHA purchases any shares from me is:            shares.

If, because of proration, NSHA will not purchase the minimum number of shares that you designate, NSHA may accept conditional tenders by random lot, if necessary. However, to be eligible for purchase by random lot, the tendering shareholder must have tendered all of his or her shares. To certify that you are tendering all of the shares you own, check the box below.

o  The tendered shares represent all shares held by the undersigned.

THE METHOD OF DELIVERY OF THIS DOCUMENT IS AT THE OPTION AND RISK OF THE TENDERING SHAREHOLDER. IF DELIVERY IS BY MAIL, WE RECOMMEND REGISTERED MAIL WITH RETURN RECEIPT REQUESTED, PROPERLY INSURED. IN ALL CASES, PLEASE ALLOW SUFFICIENT TIME TO ASSURE TIMELY DELIVERY.

 — PLEASE SIGN ON THE NEXT PAGE —

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SIGNATURE

Please Print

Signature(s): 

Name(s): 

Taxpayer Identification or Social Security Number: 

Address(es): 

Zip Code

Area Code and Telephone Number(s): 

Date: 

5

EX-99.(A)(1)(F)

May 29, 2007

Dear Shareholder:

Nashua Corporation (the “Company”) is offering to purchase up to 1,900,000 shares of its common stock from its existing stockholders, subject to the terms set forth in the enclosed Offer to Purchase and the related Letter of Transmittal. The price paid by the Company for properly tendered shares will be $10.50 per share. All shares purchased under the tender offer will receive the same price. You may tender all or a portion of your shares, subject to proration if more than 1,900,000 shares are properly tendered and not withdrawn.

The terms and conditions of the tender offer are explained in detail in the enclosed Offer to Purchase and the related Letter of Transmittal. We encourage you to read these materials carefully before making any decision with respect to the tender offer. The instructions on how to tender shares are also explained in detail in the accompanying materials.

Our Board of Directors has unanimously approved the tender offer. However, neither the Company, nor our Board of Directors, the dealer manager, the depositary or the information agent is making any recommendation to you as to whether you should tender or refrain from tendering your shares. You should make your own decision based on your views as to the value of the Company’s shares and the Company’s prospects, as well as your liquidity needs, investment objectives and other individual considerations. You should discuss whether to tender your shares with your broker or other financial or tax advisor.

THE TENDER OFFER WILL EXPIRE AT 12:00 MIDNIGHT, NEW YORK CITY TIME, ON JUNE 28, 2007, UNLESS EXTENDED BY US.

If you have any questions regarding the tender offer or need assistance in tendering your shares, you may contact Georgeson Inc., the information agent for the tender offer. Please call the information agent toll-free at (888) 605-7508. Banks and brokers should contact Georgeson Inc. at (212) 440-9800. Requests for additional copies of the Offer to Purchase, the Letter of Transmittal or the notice of guaranteed delivery also may be directed to the information agent.

Sincerely,

Thomas G. Brooker, President

and Chief Executive Officer

EX-99.(A)(1)(G)

EXHIBIT (a)(1)(G)

IMMEDIATE ATTENTION REQUIRED

May 29, 2007

Re: Nashua Corporation Tender Offer

Dear Participant in the Nashua Corporation Employees’ Savings Plan:

     The enclosed tender offer materials and Direction Form require your immediate attention. Our records reflect that, as a participant in the Nashua Corporation Employees’ Savings Plan (the “Plan”), all or a portion of your individual account is invested in the Nashua Corporation Common Stock Fund (the “Stock Fund”). The tender offer materials describe an offer by Nashua Corporation (“Nashua” or the “Company”) to purchase up to 1,900,000 shares of its common stock, par value $1.00 per share (such shares are referred to herein as the “Shares”), at a price of $10.50 net per share in cash (the “Offer”). As described below, you have the right to instruct Fidelity Management Trust Company (“Fidelity”), as trustee of the Plan, concerning whether to tender Shares related to your individual account under the Plan. You will need to complete the enclosed Direction Form and return it to Fidelity’s tabulator in the enclosed return envelope so that it is RECEIVED by 4:00 p.m., New York City time, on Monday, June 25, 2007, unless the Offer is extended, in which case the deadline for receipt of instructions will, to the extent feasible, be three business days prior to the expiration date of the Offer.

     The remainder of this letter summarizes the transaction, your rights under the Plan and the procedures for completing and submitting the Direction Form enclosed with this letter. You should also review the more detailed explanation provided in the Offer to Purchase, dated May 29, 2007 (the “Offer to Purchase”), enclosed with this letter.

BACKGROUND

     Nashua has made the Offer to its shareholders, net to the seller in cash, after any applicable withholding taxes and without interest, upon the terms and subject to the conditions set forth in the enclosed Offer to Purchase. The enclosed Offer to Purchase sets forth the objectives, terms and conditions of the Offer and is being provided to all of Nashua’s shareholders. To understand the Offer fully and for a more complete description of the terms and conditions of the Offer, you should carefully read the entire Offer to Purchase.

     The Offer extends to the Shares held by the Plan. As of May 21, 2007, the Plan had approximately 117,285 Shares allocated to participant accounts. Only Fidelity, as trustee of the Plan, can tender these Shares in connection with the Offer. Nonetheless, as a participant in the Plan, you have the right to direct Fidelity whether or not to tender some or all of the Shares attributable to your individual account under the Plan. Unless otherwise required by applicable law, Fidelity will tender Shares attributable to participant accounts in accordance with participant instructions and Fidelity will not tender Shares attributable to participant accounts for which it does not receive instructions on a timely basis. If you do not complete the enclosed Direction Form and return it to Fidelity’s tabulator on a timely basis, you will be deemed to have elected not to participate in the Offer and no Shares attributable to your Plan account will be tendered.

     Fidelity makes no recommendation as to whether to direct the tender of Shares or whether to refrain from directing the tender of Shares. EACH PARTICIPANT OR BENEFICIARY MUST

MAKE HIS OR HER OWN DECISIONS. It is recommended that you consult with your tax, legal and/or financial advisors prior to making any decision.

LIMITATIONS ON FOLLOWING YOUR DIRECTION

     The enclosed Direction Form allows you to specify the percentage of the Shares attributable to your account that you wish to tender. However, as detailed in the following paragraph, Fidelity may not be able to follow your direction with respect to the Offer.

     The Employee Retirement Income Security Act of 1974, as amended (“ERISA”), and the trust agreement between Nashua and Fidelity prohibit the sale of Shares to Nashua for less than “adequate consideration,” which is defined by ERISA for a publicly traded security as the prevailing market price on a national securities exchange. Fidelity will determine “adequate consideration” based on the prevailing or closing market price of the Shares on the NASDAQ Global Market on or about the date the Shares are tendered by Fidelity (the “prevailing market price”). Accordingly, if the prevailing market price on such date is greater than the tender price offered by Nashua ($10.50 per share), notwithstanding your direction to tender Shares in the Offer, the Shares attributable to your account will not be tendered.

CONFIDENTIALITY

     To assure the confidentiality of your decision, Fidelity and their affiliates or agents will tabulate the Direction Forms. Neither Fidelity nor its affiliates or agents will make your individual direction available to Nashua.

PROCEDURE FOR DIRECTING TRUSTEE

     Enclosed is a Direction Form which should be completed and returned to Fidelity’s tabulator. Please note that the Direction Form indicates the number of Shares attributable to your individual account as of May 21, 2007. However, for purposes of the final tabulation, Fidelity will apply your instructions to the number of Shares attributable to your account as of June 25, 2007, or as of a later date if the Offer is extended.

     If you do not properly complete the Direction Form or do not return it by the deadline specified, such Shares will be considered NOT TENDERED.

     To properly complete your Direction Form, you must do the following:

(1) On the face of the Direction Form, check Box 1 or 2. CHECK ONLY ONE BOX:

• CHECK BOX 1 if you want ALL of the Shares attributable to your individual account tendered for sale in accordance with the terms of the Offer.

• CHECK BOX 2 if you want to tender a portion of the Shares attributable to your individual account. Specify the percentage (in whole numbers) of Shares attributable to your individual account that you want to tender for sale in accordance with the terms of this Offer. If this amount is less than 100%, you will be deemed to have instructed Fidelity NOT to tender the balance of the Shares attributable to your individual account under the Plan.

• CHECK BOX 3 if you do not want any of the Shares attributable to your individual account tendered for sale in accordance with the terms of the Offer and simply want the Plan to continue holding such Shares.

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(2)

Date and sign the Direction Form in the space provided.

(3)

Return the Direction Form in the enclosed return envelope so that it is received by Fidelity’s tabulator at the address on the return envelope (P.O. Box 9142, Hingham, MA 02043) not later than 4:00 p.m., New York City time, on Monday, June 25, 2007, unless the Offer is extended, in which case, to the extent feasible, the participant deadline shall be three business days prior to the expiration date of the Offer. If you wish to return the form by overnight courier, please send it to Fidelity’s tabulator at Tabulator, 60 Research Road, Hingham, MA 02043. Directions via facsimile will not be accepted.

     Your direction will be deemed irrevocable unless withdrawn by 4:00 p.m., New York City time, on Monday, June 25, 2007, unless the Offer is extended by Nashua. In order to make an effective withdrawal, you must submit a new Direction Form, which may be obtained by calling Fidelity at (800) 421-3844. Upon receipt of a new, completed and signed Direction Form, your previous direction will be deemed canceled. You may direct the re-tendering of any Shares attributable to your individual account by obtaining an additional Direction Form from Fidelity and repeating the previous instructions for directing tender as set forth in this letter.

     After the deadline above for returning the Direction Form to Fidelity’s tabulator, Fidelity and its affiliates or agents will complete the tabulation of all directions. Fidelity will tender the appropriate number of Shares on behalf of the Plan.

     Subject to the satisfaction of the conditions described in the Offer to Purchase, Nashua will buy all Shares, up to 1,900,000, that are properly tendered through the Offer. If there is an excess of Shares tendered over the exact number desired by Nashua, Shares tendered pursuant to the Offer may be subject to proration, as described in the Offer to Purchase. Any Shares attributable to your account that are not purchased in the Offer will remain allocated to your individual account under the Plan.

     The “odd lot” priority treatment of holders of fewer than 100 Shares, as described in the Offer to Purchase, will not apply to participants in the Plan, regardless of the number of Shares held within their individual accounts. Likewise, the conditional tender of Shares, as described in the Offer to Purchase, will not apply to participants in the Plan.

EFFECT OF TENDER ON YOUR ACCOUNT

      If you direct Fidelity to tender some or all of the Shares attributable to your Plan account, as of 4:00 p.m., New York City time, on June 25, 2007, certain transactions involving the Stock Fund attributable to your account, including all exchanges out, loans, withdrawals and distributions, will be prohibited until all processing related to the Offer has been completed, unless the Offer is terminated or the completion date is extended. This freeze on transactions will apply to ALL Shares attributable to your Plan account, even if you elect to tender less than 100% of the Shares. (Balances in the Stock Fund will be utilized to calculate amounts eligible for loans and withdrawals throughout this freeze on the Stock Fund.) In the event that the Offer is extended, the freeze on transactions involving the Stock Fund will, if feasible, be temporarily lifted until three days prior to the new completion date of the Offer, as extended, at which time a new freeze on these transactions involving the Stock Fund will commence. You can call Fidelity at (800) 421-3844 to obtain updated information on expiration dates, deadlines and Stock Fund freezes.

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     If you directed Fidelity NOT to tender any of the Shares attributable to your account or you did not return your Trustee Direction Form in a timely manner, you will continue to have access to all transactions normally available to the Stock Fund, subject to Plan rules.

INVESTMENT OF PROCEEDS

     For any Shares in the Plan that are tendered and purchased by Nashua, Nashua will pay cash to the Plan. INDIVIDUAL PARTICIPANTS IN THE PLAN WILL NOT, HOWEVER, RECEIVE ANY CASH TENDER PROCEEDS DIRECTLY. ALL SUCH PROCEEDS WILL REMAIN IN THE PLAN AND MAY BE WITHDRAWN ONLY IN ACCORDANCE WITH THE TERMS OF THE PLAN.

     Fidelity will invest proceeds received with respect to Shares attributable to your account in the Fidelity Managed Income Portfolio as soon as administratively possible after receipt of proceeds. Fidelity anticipates that the processing of participant accounts will be completed five to seven business days after receipt of these proceeds. You may call Fidelity at (800) 421-3844 after the reinvestment is complete to learn the effect of the tender on your account or to have the proceeds from the sale of Shares which were invested in the Fidelity Managed Income Portfolio invested in other investment options offered under the Plan.

SHARES OUTSIDE THE PLAN

     If you hold Shares outside of the Plan, you will receive, under separate cover, Offer materials to be used to tender those Shares. Those Offer materials may not be used to direct Fidelity to tender or not tender the Shares attributable to your individual account under the Plan. Likewise, the tender of Shares attributable to your individual account under the Plan will not be effective with respect to Shares you hold outside of the Plan. The direction to tender or not tender Shares attributable to your individual account under the Plan may only be made in accordance with the procedures in this letter. Similarly, the enclosed Direction Form may not be used to tender Shares held outside of the Plan.

FURTHER INFORMATION

     If you require additional information concerning the procedure to tender Shares attributable to your individual account under the Plan, please contact Fidelity at (800) 421-3844. If you require additional information concerning the terms and conditions of the Offer, please call Georgeson Inc., the Information Agent, toll free at (888) 605-7508.

Sincerely,

Fidelity Management Trust Company

TRUSTEE DIRECTION FORM

You can communicate your election to Fidelity as follows:

1. You can mail this form in the enclosed postage-paid return envelope to Fidelity’s tabulation agent at P.O. Box 9142, Hingham, MA 02043;

2. You can overnight the form to Fidelity’s tabulation agent at Tabulator, 60 Research Road, Hingham, MA 02043;

PLEASE NOTE, that any mailed form must be RECEIVED, not just postmarked, by the deadline, in order to be valid.

DIRECTION FORM
NASHUA CORPORATION TENDER OFFER
BEFORE COMPLETING THIS FORM, PLEASE READ CAREFULLY THE
ACCOMPANYING OFFER TO PURCHASE AND ALL OTHER ENCLOSED MATERIALS.

PLEASE NOTE THAT IF YOU DO NOT SEND IN A PROPERLY COMPLETED, SIGNED DIRECTION FORM, OR IF SUCH DIRECTION FORM IS NOT RECEIVED BY 4:00 P.M., NEW YORK CITY TIME ON MONDAY, JUNE 25, 2007, UNLESS THE TENDER OFFER IS EXTENDED, THE SHARES ATTRIBUTABLE TO YOUR ACCOUNT UNDER THE PLAN WILL NOT BE TENDERED IN ACCORDANCE WITH THE OFFER, UNLESS OTHERWISE REQUIRED BY LAW.

Fidelity Management Trust Company (“Fidelity”) makes no recommendation to any participant in the Nashua Corporation Employees’ Savings Plan (the “Plan”) as to whether to tender or not. Your direction to Fidelity will be kept confidential.

This Direction Form, if properly signed, completed and received by Fidelity’s tender offer tabulator in a timely manner, will supersede any previous Direction Form.

 
Date

 
Please Print Name

 
Signature

As of May 21, 2007, the number of Shares attributable to your account in the Plan is shown to the right of your address.

In connection with the Offer to Purchase made by Nashua Corporation, dated May 29, 2007, I hereby instruct Fidelity to tender the Shares attributable to my account under the Plan as of June 25, 2007, unless a later deadline is announced, as follows (check only one box and complete):

o	Box 1	I direct Fidelity to tender ALL of the Shares attributable to my account in the Plan.
o	Box 2	I direct Fidelity to tender                      percent (insert a percentage in whole numbers less than 100%) of the Shares attributable to my account in the Plan.
o	Box 3	I direct Fidelity NOT to tender any of the Shares attributable to my account in the Plan.

PLEASE SIGN AND DATE ON THE REVERSE SIDE.

EX-99.(A)(1)(H)

Exhibit (a)(1)(H)

Contact: Tom Brooker/John Patenaude
Nashua Corporation
847-318-1797/603-880-2145 Rich Coyle
Sard Verbinnen & Co.
212-687-8080

NASHUA CORPORATION COMMENCES OFFER TO
REPURCHASE UP TO 1.9 MILLION SHARES
Represents Approximately 30% of Shares Outstanding

NASHUA, N.H., May 29, 2007 — Nashua Corporation (NASDAQ: NSHA), a manufacturer and marketer of labels and thermal specialty papers, today announced that it has commenced an offer to repurchase up to 1,900,000 shares of its common stock in a tender offer at a price of $10.50 per share. If Nashua repurchases the full 1,900,000 shares, the offer will result in the repurchase by Nashua of approximately 30% of its currently outstanding shares. The tender offer will be financed from $10 million pursuant to a term loan and $10 million under a revolving line of credit, each of which will be provided pursuant to our Second Amended and Restated Credit Agreement with LaSalle Bank National Association and Bank of America

The tender offer, proration period and withdrawal rights will expire at 12:00 a.m., New York City time, on June 28, 2007, unless the tender offer is extended. The terms and conditions of the tender offer appear in our Offer to Purchase, dated May 29, 2007, and the related Letter of Transmittal.

The Dealer Manager for the tender offer is Georgeson Securities Corporation. The Information Agent for the tender offer is Georgeson Inc.

This press release is neither an offer to purchase nor a solicitation of an offer to sell shares. The tender offer is made solely by the Offer to Purchase, dated May 29, 2007, and the related Letter of Transmittal, and any amendments or supplements thereto. Nashua will be filing with the SEC on May 29, 2007, a Schedule TO that will include these documents and other materials as exhibits. Stockholders should carefully read the Schedule TO and its exhibits because they will contain important information, including the various terms and conditions of the tender offer. Stockholders will be able to obtain copies of these documents from the SEC’s website at http://www.sec.gov without charge when these documents become available. Stockholders may also request a copy of these documents from Nashua at no cost, by writing or telephoning Nashua at: Nashua Corporation, Attention: Corporate Secretary, 11 Trafalgar Square, Suite

2

201, Nashua, New Hampshire 03063, Telephone: 603-880-2539. Stockholders should be sure to include their complete name and address in such requests. Stockholders can also find copies of these documents by visiting Nashua’s website at http://www.nashua.com. Questions and requests for assistance may be directed to Georgeson, Inc., the Information Agent and Dealer Manager, at 888-605-7508 (toll free) or 212-440-9800 (collect).

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, 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.

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 and profitability projections. When used in this press release, the words “should,” “will,” “expects,” “anticipates,” 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 goodwill, 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.

In addition, please refer to Nashua’s Quarterly Report on Form 10-Q for the quarterly period ended March 30, 2007, and Nashua’s Annual Report on Form 10-K for the fiscal year ended December 31, 2006, in each case as filed with the SEC, for additional information on risks and uncertainties that could cause actual results to differ materially from those described in the forward-looking statements or that may otherwise impact Nashua and its business.

EX-99.(A)(1)(I)

EXHIBIT (a)(1)(I)

This announcement is neither an offer to purchase nor a solicitation of an offer to sell Shares (as defined below). The Offer (as defined below) is made solely by the Offer to Purchase, dated May 29, 2007 (the “Offer to Purchase”), and the related Letter of Transmittal, and any amendments thereto, and is being made to all holders of Shares. The Company (as defined below) is not aware of any state or jurisdiction where the making of the Offer or the acceptance of the Shares is prohibited by any applicable law. If the Company becomes aware of any valid state statute prohibiting the making of the Offer or the acceptance of Shares pursuant thereto, the Company will make a good faith effort to comply with such statute or seek to have such statute declared inapplicable to the Offer. If, after such good faith effort, the Company cannot comply with such state statute, the Offer will not be made to (nor will tenders be accepted from or on behalf of) holders of Shares in any such state. In any jurisdiction where securities, blue sky or other laws require the Offer to be made by a licensed broker or dealer, the Offer shall be deemed to be made on behalf of the Company by Georgeson Securities Corporation or by one or more registered brokers or dealers licensed under the laws of such jurisdiction.

Notice of Offer to Purchase for Cash by

Nashua Corporation

1,900,000 Shares of Its Common Stock

at

$10.50 Net Per Share

     Nashua Corporation, a Massachusetts corporation (the “Company”), is offering to purchase 1,900,000 shares of its common stock, par value $1 per share (the “Shares”), for $10.50 per Share (the “Offer Price”), net to the seller in cash, without interest and less any required withholding taxes, upon the terms and subject to the conditions set forth in the Offer to Purchase and in the related Letter of Transmittal (which together, along with any amendments or supplements thereto, constitute the “Offer”). Stockholders who tender directly to American Stock Transfer and Trust Company (the “Depositary”) will not be obligated to pay brokerage fees or commissions or, except as set forth in the Letter of Transmittal, stock transfer taxes, if any, on the purchase of Shares by the Company pursuant to the Offer. Stockholders who hold their shares through a broker or bank should consult such institution as to whether it charges any service fees or commissions.

THE OFFER AND WITHDRAWAL RIGHTS WILL EXPIRE AT MIDNIGHT, NEW YORK CITY TIME, ON JUNE 28, 2007, UNLESS THE OFFER IS EXTENDED.

     The purpose of the Offer is to provide holders of the Shares with liquidity for their Shares.

     The Offer is not conditioned on a minimum number of Shares being tendered. The Offer is, however, subject to other terms and conditions described in the section of the Offer to Purchase entitled “THE TENDER OFFER — Conditions of the Tender Offer”.

      The Company has been advised by its executive officers that they and the Company’s directors do not intend to tender any of their shares pursuant to the Offer. The executive officers and the directors beneficially own 29.1% of the outstanding shares of the Company, which includes all shares issuable pursuant to currently exercisable stock options.

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     For purposes of the Offer, the Company will be deemed to have accepted for payment, and thereby purchased, Shares validly tendered and not withdrawn if, as and when the Company gives oral or written notice to the Depositary of the Company’s acceptance for payment of such Shares pursuant to the Offer. Payment for Shares accepted for payment pursuant to the Offer will be made by deposit of the purchase price therefore with the Depositary, which will act as agent for the tendering stockholders for the purposes of receiving payments from the Company and transmitting such payments to the tendering stockholders whose Shares have been accepted for payment. In all cases, payment for Shares tendered and accepted for payment pursuant to the Offer will be made only after timely receipt by the Depositary of (a) certificates representing the Shares to be tendered or timely confirmation of a book-entry transfer of Shares into the Depositary’s account with respect to those Shares pursuant to the procedures set forth in the section of the Offer to Purchase entitled “THE TENDER OFFER — Procedures for Tendering Shares”, (b) a Letter of Transmittal, or facsimile thereof, properly completed and duly executed, with any required signature guarantees (or, in the case of a book-entry transfer, an Agent’s Message (as defined in the Offer to Purchase)), and (c) any other documents required by the Letter of Transmittal. Under no circumstances will interest be paid on the purchase price to be paid by the Company for the tendered Shares, regardless of any extension of the Offer or any delay in making such payment. Tenders of Shares made pursuant to the Offer are irrevocable, except that the tender of Shares pursuant to the Offer may be withdrawn pursuant to the procedures set forth below at any time prior to the Expiration Date, unless such Shares were previously accepted for payment by the Company pursuant to the Offer.

     For a withdrawal to be effective, the Depositary must timely receive a written notice of withdrawal at one of its addresses set forth on the back cover of the Offer to Purchase. Any notice of withdrawal must specify the name of the person who tendered the Shares to be withdrawn, the number of Shares to be withdrawn and the name of the registered holder of those Shares, if different from the name of the person who tendered those Shares. If certificates evidencing Shares to be withdrawn have been delivered or otherwise identified to the Depositary and unless such shares have been tendered by an Eligible Institution (as defined in the Offer to Purchase), then, prior to the physical release of those certificates, the serial numbers shown on the particular certificates to be withdrawn must be submitted to the Depositary, and the signature(s) on the notice of withdrawal must be guaranteed by an Eligible Institution, unless those Shares have been tendered for the account of an Eligible Institution. If Shares have been tendered pursuant to the procedures for book-entry tender as set forth in the section of the Offer to Purchase entitled “THE TENDER OFFER — Procedures for Tendering Shares”, any notice of withdrawal must also specify the name and number of the account at Book-Entry Transfer Facility (as defined in the Offer to Purchase) to be credited with the withdrawn Shares and must otherwise comply with the Book-Entry Transfer Facility’s procedures described in the section of the Offer to Purchase entitled “THE TENDER OFFER — Procedures for Tendering Shares”.

     The term “Expiration Date” means Midnight, New York City Time, on June 28, 2007, unless and until the company extends the period for which the Offer is open, in which event the term “Expiration Date” will mean the latest time and date on which the Offer, as so extended, will expire. The Company may extend the Expiration Date to allow for the satisfaction or waiver of unsatisfied and unwaived conditions. Oral or written notice of any extension of the Expiration Date would be given to the Depositary and a public announcement would be made no later than 9:00 a.m., New York City time, on the next business day after the previously scheduled expiration date. During an extension all Shares previously tendered and not withdrawn would remain subject to the Offer.

     All questions as to the form and validity (including, without limitation, time of receipt) of notices of withdrawal will be determined by the Company, in its sole discretion, whose determination shall be final and binding. None of the Company, the Depositary, Georgeson Inc. (the “Information Agent”), Georgeson Securities Corporation (the “Dealer Manager”), or any other person will be under any duty to give notification of any defects or irregularities in any notice of withdrawal or incur any liability for failure to give such notification.

     The receipt by a stockholder of cash for Shares pursuant to the Offer will be a taxable transaction for United States federal income tax purposes, and may also be a taxable transaction under applicable state, local or foreign tax laws. All stockholders are urged to consult with their own tax advisors as to the particular tax consequences to them of the Offer.

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     The Company expressly reserves the right (but shall not be obligated), at any time and from time to time, to waive any condition to the Offer or modify the terms of the Offer, subject to the rules and regulations of the Securities and Exchange Commission.

     The Company has compiled the names and addresses of all record holders of Shares and with security position listings of Shares held in stock depositaries, together with all other available listings and computer files containing names, addresses and security position listings of record holder and beneficial owners of Shares. The Offer to Purchase, the related Letter of Transmittal and other relevant documents will be mailed to record holders of Shares, will be furnished (for subsequent transmittal to beneficial owners of Shares) to the brokers, dealers, commercial banks, trust companies and others whose names, or the names of whose nominees, appear on these lists and may be mailed directly to beneficial owners. The information required to be disclosed by paragraph (d)(1) of Rule 14d-6 and Rule 13e-4 under the Exchange Act is contained in the Offer to Purchase and is incorporated herein by reference.

     The Offer to Purchase and the related Letter of Transmittal contains important information which should be read carefully before any decision is made with respect to the Offer.

      Questions and requests for assistance or additional copies of the Offer to Purchase, Letter of Transmittal and any other tender offer materials may be directed to the Information Agent at its telephone number and location listed below, and copies will be furnished at the Company’s expense. The Company will not pay fees to any broker or dealer or other person (other than the Information Agent and the Depositary) for soliciting tenders of Shares pursuant to the Offer.

The Information Agent for the Offer is:

Georgeson Inc.
17 State Street, 10th Floor
New York, NY 10004
Banks and Brokers: (212)440-9800
All Others Call Toll Free: (888) 605-7508

The Dealer Manager for the Offer is:

Georgeson Securities Corporation
17 State Street, 10^th Floor
New York, NY 10004
(212) 440-9800

May 30, 2007