8-K 1 sep128k.txt FORM 8-K, FILED SEPTEMBER 12, 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): September 9, 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): [ ] Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) [ ] Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) [ ] Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) [ ] Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) ITEM 1.01. ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT. On September 9, 2005, Cenveo, Inc. ("Cenveo") entered into a Settlement and Governance Agreement with Burton Capital Management ("Burton") and Robert G. Burton, Sr. A copy of the Settlement and Governance Agreement is attached to this filing as an exhibit and is incorporated herein by reference. ITEM 8.01. OTHER EVENTS The description of the Settlement and Governance Agreement referred to under Item 1.01 is incorporated into this item 8.01 by reference. In addition, on September 9, 2005, Cenveo, Burton and Goodwood Inc. issued a joint press release announcing, among other matters, the signing of the Settlement and Governance Agreement. A copy of the press release is attached to this filing as an exhibit and is incorporated herein by reference. ITEM 9.01. FINANCIAL STATEMENTS AND EXHIBITS (a) Not applicable. (b) Not applicable. (c) Exhibits EXHIBIT NO. DOCUMENT DESIGNATION 10.1 Settlement and Governance Agreement by and among Cenveo, Inc., Burton Capital Management and Robert G. Burton, Sr., dated September 9, 2005. 99.1 Joint Press Release of Cenveo, Inc., Burton Capital Management and Goodwood Inc., dated September 9, 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: September 12, 2005 CENVEO, INC. By: /s/ Mark Zoeller ------------------------------ Mark Zoeller Vice President, General Counsel and Chief Legal Officer -3- EXHIBIT INDEX EXHIBIT NUMBER DESCRIPTION ------ ----------- 10.1 Settlement and Governance Agreement by and among Cenveo, Inc., Burton Capital Management and Robert G. Burton, Sr., dated September 9, 2005. 99.1 Joint Press Release of Cenveo, Inc., Burton Capital Management and Goodwood Inc., dated September 9, 2005.