-----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, N1YNgkaHIAz7XaTthMXYc38fllY+/xjwnq50VgqL5moKmMNcRO+8GDweC4b6wUo4 0DN05ddhS2QXhpB83xVhjw== 0000898822-05-001123.txt : 20050829 0000898822-05-001123.hdr.sgml : 20050829 20050829170531 ACCESSION NUMBER: 0000898822-05-001123 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 4 CONFORMED PERIOD OF REPORT: 20050827 ITEM INFORMATION: Departure of Directors or Principal Officers; Election of Directors; Appointment of Principal Officers ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20050829 DATE AS OF CHANGE: 20050829 FILER: COMPANY DATA: COMPANY CONFORMED NAME: CENVEO, INC CENTRAL INDEX KEY: 0000920321 STANDARD INDUSTRIAL CLASSIFICATION: CONVERTED PAPER & PAPERBOARD PRODS (NO CONTAINERS/BOXES) [2670] IRS NUMBER: 841250533 STATE OF INCORPORATION: CO FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-12551 FILM NUMBER: 051056185 BUSINESS ADDRESS: STREET 1: 8310 S VALLEY HWY #400 CITY: ENGLEWOOD STATE: CO ZIP: 80112 BUSINESS PHONE: 3037908023 MAIL ADDRESS: STREET 1: 8310 S VALLEY HWY #400 CITY: ENGLEWOOD STATE: CO ZIP: 80112 FORMER COMPANY: FORMER CONFORMED NAME: MAIL WELL INC DATE OF NAME CHANGE: 19950817 FORMER COMPANY: FORMER CONFORMED NAME: MAIL WELL HOLDINGS INC DATE OF NAME CHANGE: 19940328 8-K 1 aug298k.htm FORM 8-K, FILED AUGUST 29, 2005

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

FORM 8-K

 

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities exchange act of 1934

 

Date of Report (Date of earliest event reported): August 27, 2005

 

CENVEO, INC.


(Exact Name of Registrant as Specified in Charter)

 

 

Colorado

 

1-12551

 

84-1250533

(State of Incorporation)

 

(Commission

 

(IRS Employer

 

 

File Number)

 

Identification No.)

 

 

 

8310 S. Valley Highway #400 Englewood, CO

 

80112

(Address of Principal Executive Offices)

 

(Zip Code)

 

Registrant’s telephone number, including area code: (303) 790-8023

 

Not Applicable


Former name or former address, if changed since last report)

 

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

 

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

 

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

 

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

 

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

 

 

 

 

 

 

 

 

Item 5.02.

Departure of Directors or Principal Officers; Election of Directors;

 

Appointment of Principal Officers.

 

(b) On August 26, 2005, the Board of Directors of Cenveo, Inc. elected James R. Malone as Chairman of the Board, to succeed Susan Rheney, who had served as interim Chairman of the Board. In addition, Susan Rheney has resigned from her position as a director of Cenveo, effective August 31, 2005.

 

A copy of Cenveo’s press release announcing these matters is attached as Exhibit 99 to this current report on Form 8-K.

 

Item 9.01.

Financial Statements and Exhibits

 

(a)

Not applicable.

 

 

(b)

Not applicable.

 

 

(c)

Exhibits

 

Exhibit No.

 

Document Designation

 

99.1

 

Press release dated August 29, 2005.

 

 

 

-2-

 

 

 

 

SIGNATURES

 

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

 

 

Date: August 29, 2005

 

 

 

 

 

CENVEO, INC.

 



 

By:


/s/ Mark Zoeller

 

 

 

Vice President, General Counsel and Chief

 

 

 

Legal Officer

 

 

 

-3-

 

 

 

 

EXHIBIT INDEX

 

Exhibit

 

 

Number

 

Description

 

 

 

 

99.1

 

Press release dated August 29, 2005.

 

 

 

 

 

 GRAPHIC 2 oneimg1.gif GRAPHIC begin 644 oneimg1.gif M1TE&.#EA4@$"`'<`,2'^&E-O9G1W87)E.B!-:6-R;W-O9G0@3V9F:6-E`"'Y J!`$`````+`````!1`0$`@`````````(0C(^IR^T/HYRTVHNSWKS#`@`[ ` end GRAPHIC 3 oneimg2.gif GRAPHIC begin 644 oneimg2.gif M1TE&.#EA4@$"`'<`,2'^&E-O9G1W87)E.B!-:6-R;W-O9G0@3V9F:6-E`"'Y J!`$`````+`````!1`0$`@`````````(0C(^IR^T/HYRTVHNSWKS#`@`[ ` end EX-99.1 4 aug29pr.htm EXHIBIT 99.1, PRESS RELEASE

 

Exhibit 99.1

 

FOR IMMEDIATE RELEASE

INVESTORS:

 

Michel P. Salbaing
Senior Vice President & CFO

 

Cenveo, Inc.

 

303-790-8023

 

michel.salbaing@cenveo.com

 

 

 

MEDIA:

 

Kathy Hedin

 

Director of Communications

 

Cenveo, Inc.

 

303-566-7494

 

Abernathy MacGregor

 

Rhonda Barnat/Mike Pascale

 

212-371-5999

 

 

CENVEO NAMES CEO JAMES R. MALONE CHAIRMAN;

 

WILL SEEK ADDITIONAL INDEPENDENT DIRECTORS

 

ENGLEWOOD, Colo. -- August 29, 2005 -- Cenveo™, Inc. (NYSE: CVO) today announced that James R. Malone, who was named CEO of the company in June, has been named to the additional position of Chairman of the company’s board of directors, effective immediately.

 

Susan Rheney, who had served as interim Chairman for 8 months and helped guide Cenveo through its search for a new CEO, will leave the board effective August 31, 2005.

 

Cenveo also announced that it is seeking additional independent directors. Cenveo’s board said it is interested in appointing individuals to the board who will provide additional viewpoints in the boardroom, and emphasized that it welcomes dialogue with its stockholders in its director search.

 

“As the entire board anticipated, Jim Malone has hit the ground running as Cenveo’s CEO. The positive changes that Jim has introduced in Cenveo’s business, and the leadership he has provided to the company since being named CEO have been tremendous and are already yielding significant results. We are delighted with his success and the direction he is providing for Cenveo,” said Susan Rheney. “The board is unanimous in its conviction that consolidating leadership of the company and the board under Jim’s direction is the right choice for Cenveo as it moves forward to aggressively pursue its business plan.”

 

“I look forward to continuing to lead the company towards fulfilling its enormous financial and performance potential for the benefit of our shareholders, customers, suppliers and employees,” said Jim Malone. “I thank Susan for her service as interim Chairman during a difficult period for Cenveo, thank the board of directors for their trust in me, and pledge to do my utmost to continue to earn the confidence of all shareholders of Cenveo as we carry out our program to rebuild the company.”

 

In addition, Cenveo announced that the board would appoint an independent lead director.

 

About Jim Malone

 

Mr. Malone led the restructuring team at InaCom Corporation, a $5 billion public company with over 10,000 employees that was a leading single-source provider of information technology products and service to Fortune 1000 companies. In addition, Mr. Malone’s successful career includes CEO positions with Anchor Glass Container

 

 

 

Corporation, a leading glass container manufacturer; Grimes Aerospace, a global provider of integrated avionics, engines, systems and service solutions for the airlines industry; and Purolator Products Company. Under Mr. Malone’s leadership, Purolator’s market capitalization grew from $12 million to $350 million.

 

Mr. Malone is a graduate of Indiana University in Bloomington, Indiana. He currently serves on the boards of AmSouth Bancorporation (NYSE) in Birmingham, AL, Ametek, Inc. (NYSE) in Paoli, PA and Brown Jordan International, Inc. in Pompano Beach, FL.

 

About Cenveo

 

Cenveo, Inc. (NYSE:CVO), www.cenveo.com, is one of North America’s leading providers of visual communications with one-stop services from design through fulfillment. The Company is uniquely positioned to serve both direct customers through its commercial segment, and distributors and resellers of printed office products through its Quality Park resale segment. The company’s broad portfolio of services and products include e-services, envelopes, offset and digital printing, labels and business documents. Cenveo currently has approximately 10, 000 employees and more than 80 production locations plus five advanced fulfillment and distribution centers throughout North America. In 2004 and 2005, Cenveo was voted among Fortune Magazine’s Most Admired Companies in the printing and publishing category and has consistently earned one of the highest Corporate Governance Quotients by Institutional Shareholder Services. The company is headquartered in Englewood, Colorado.

 

Cenveo and Vision Delivered are either trademarks or registered trademarks of Cenveo, Inc.

 

Important Information

 

On August 5, 2005, Cenveo, Inc. filed with the Securities and Exchange Commission a definitive proxy statement on Schedule 14A in connection with a special meeting of its shareholders. Cenveo’s shareholders are strongly encouraged to read carefully the definitive proxy statement, because it contains important information.

 

Free copies of the definitive proxy statement are available at the SEC’s web site at www.sec.gov, at the Cenveo’s web site at www.cenveo.com, or by directing requests to Cenveo’s proxy solicitor, Innisfree M&A Incorporated, toll free at 1-888 750-5834.

 

Forward-Looking Statements

 

Statements made in this release, other than those concerning historical financial information, may be considered forward-looking statements, which are subject to risks and uncertainties, including without limitation: (1) general economic, business and labor conditions, (2) the ability to implement the company’s strategic initiatives, (3) the ability to regain profitability after substantial losses in 2004 and the first six months of 2005, (4) the majority of company’s sales are not subject to long-term contracts, (5) the impact of a new CEO and changes in management and strategic direction that may be made, (6) the impact of a special shareholders’ meeting to be held September 14, 2005 called by a dissident shareholder group to replace the current board of directors, (7) the ability to effectively execute cost reduction programs and management reorganizations, (8) the industry is extremely competitive due to over capacity, (9) the impact of the Internet and other electronic media on the demand for envelopes and printed material, (10) postage rates and other changes in the direct mail industry, (11) environmental laws may affect the company’s business, (12) the ability to retain key management personnel, (13) compliance with recently enacted and proposed changes in laws and regulations affecting public companies could be burdensome and expensive, (14) the ability to successfully identify, manage and integrate possible future acquisitions, (15) dependence on suppliers and the costs of paper and other raw materials and the ability to pass paper price increases onto customers, (16) the ability to meet customer demand for additional value-added products and services, (17) changes in interest rates and currency exchange rates of the Canadian dollar, (18) the ability to manage operating expenses, (19) the risk that a decline in business volume or profitability could result in a further impairment of goodwill, and (20) the ability to timely or adequately respond to technological changes in the company’s industry.

 

These risks and uncertainties are also set forth under Management’s Discussion and Analysis of Results of Operations and Financial Condition in the Cenveo, Inc. Annual Report for the fiscal year ended December 31,

 

 

 

2004, and in the company’s other SEC filings. A copy of the annual report is available on the company’s website at http://www.cenveo.com.

 

 

 

 

 

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