-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, OfZt32dS9G2pKz+ALV6RVbSG0gOFIJ41EqzJAhL+2tqXJalfnWNjy7VPecg1Rbx2 UCrJ4K84z/jolvENkUXqVw== 0001208111-09-000001.txt : 20090917 0001208111-09-000001.hdr.sgml : 20090917 20090917154525 ACCESSION NUMBER: 0001208111-09-000001 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20090915 FILED AS OF DATE: 20090917 DATE AS OF CHANGE: 20090917 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: NASHUA CORP CENTRAL INDEX KEY: 0000069680 STANDARD INDUSTRIAL CLASSIFICATION: CONVERTED PAPER & PAPERBOARD PRODS (NO CONTAINERS/BOXES) [2670] IRS NUMBER: 020170100 STATE OF INCORPORATION: MA FISCAL YEAR END: 1231 BUSINESS ADDRESS: STREET 1: SECOND FL STREET 2: 11 TRAFALGAR SQ CITY: NASHUA STATE: NH ZIP: 03063 BUSINESS PHONE: 6038802323 MAIL ADDRESS: STREET 1: SECOND FL STREET 2: 11 TRAFALGAR SQ CITY: NASHUA STATE: NH ZIP: 03063 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: GRAY AVRUM CENTRAL INDEX KEY: 0001208111 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-05492 FILM NUMBER: 091074561 MAIL ADDRESS: STREET 1: 440 S LASALLE ST STE 650 CITY: CHIACAGO STATE: IL ZIP: 60605 4 1 edgar.xml PRIMARY DOCUMENT X0303 4 2009-09-15 1 0000069680 NASHUA CORP NSHA 0001208111 GRAY AVRUM C/O NASHUA CORPORATION 11 TRAFALGAR SQUARE NASHUA NH 03063 1 0 0 0 Common Stock 2009-09-15 4 D 0 8002 72100.73 D 0 D Common Stock 2009-09-15 4 D 0 10967 98817.18 D 0 I By AVG Limited Partnership Common Stock 2009-09-15 4 D 0 53749 484301.86 D 0 I By wife by JYG Limited Partnership Common Stock 2009-09-15 4 D 0 14000 126146.30 D 0 I By GF Limited Partnership Common Stock 2009-09-15 4 D 0 8095 72939.30 D 0 D Stock Option (right to buy) 6.25 2009-09-15 4 D 0 5000 D 2010-10-24 Common Stock 5000 0 D Stock Option (right to buy) 5.85 2009-09-15 4 D 0 5000 D 2011-05-08 Common Stock 5000 0 D Stock Option (right to buy) 6.70 2009-09-15 4 D 0 2700 D 2012-05-01 Common Stock 2700 0 D Disposed of pursuant to an Agreement and Plan of Merger between issuer, NM Acquisition Corp. and Cenveo, Inc. ("Cenveo") dated as of May 6, 2009 (the "Merger Agreement") in exchange for $6,004.07 in cash and 10,122 shares of Cenveo common stock having a market value of $6.53 per share at the Effective Time of the merger (as such term is defined in the Merger Agreement). Price shown in column 4 is the aggregate value of cash and stock received. Disposed of pursuant to the Merger Agreement in exchange for $8,226.49 in cash and 13,873 shares of Cenveo common stock having a market value of $6.53 per share at the Effective Time of the merger. Price shown in column 4 is the aggregate value of cash and stock received. The reporting person is a general partner of the partnership that owns the reported securities. The reporting person disclaims beneficial ownership of the reported securities except to the extent of his pecuniary interest therein. Disposed of pursuant to the Merger Agreement in exchange for $40,314.10 in cash and 67,992 shares of Cenveo common stock having a market value of $6.53 per share at the Effective Time of the merger. Price shown in column 4 is the aggregate value of cash and stock received. The spouse of the reporting person is a general partner of the partnership that owns the reported securities. The reporting person disclaims beneficial ownership of these securities, and this report shall not be deemed an admission that the reporting person is the beneficial owner of such securities for purposes of Section 16 or for any other purpose. Disposed of pursuant to the Merger Agreement in exchange for $10,500 in cash and 17,710 shares of Cenveo common stock having a market value of $6.53 per share at the Effective Time of the merger. Price shown in column 4 is the aggregate value of cash and stock received. The reporting person is a general partner of the partnership that owns the reported securities. The reporting person disclaims beneficial ownership of the reported securities except to the extent of his pecuniary interest therein. Represents restricted stock units granted under the 2008 Directors' Plan, which were fully vested at the Effective Time and were settled and disposed of pursuant to the Merger Agreement in exchange for $6,072.10 in cash and 10,240 shares of Cenveo common stock having a market value of $6.53 per share at the Effective Time. Price shown in column 4 is the aggregate value of cash and stock received. Pursuant to the Merger Agreement, this option, which is fully vested, was assumed by Cenveo subject to the terms and conditions of the option agreement governing such option in effect immediately prior to the Effective Time, except that such option shall be replaced with an option to purchase 6,325 shares of Cenveo common stock for $4.35 per share. Pursuant to the Merger Agreement, this option, which is fully vested, was assumed by Cenveo subject to the terms and conditions of the option agreement governing such option in effect immediately prior to the Effective Time, except that such option shall be replaced with an option to purchase 6,325 shares of Cenveo common stock for $4.04 per share. Pursuant to the Merger Agreement, this option, which is fully vested, was assumed by Cenveo subject to the terms and conditions of the option agreement governing such option in effect immediately prior to the Effective Time, except that such option shall be replaced with an option to purchase 3,415 shares of Cenveo common stock for $4.71 per share. /s/ Suzanne L. Ansara, Attorney in Fact for: Avrum Gray 2009-09-17 -----END PRIVACY-ENHANCED MESSAGE-----