8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): July 15, 2016

CENVEO, INC.

(Exact Name of Registrant as Specified in Charter)

COLORADO	1-12551	84-1250533
(State of Incorporation)	(Commission File Number)	(IRS Employer Identification No.)
200 FIRST STAMFORD PLACE
STAMFORD, CT		06902
(Address of Principal Executive Offices)		(Zip Code)
Registrant’s telephone number, including area code: (203) 595−3000
	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:

[ ] 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 3.03. Material Modification to Rights of Security Holders.

To the extent required by Item 3.03 of Form 8-K, the information regarding the reverse stock split contained in Item 5.03 of this Current Report on Form 8-K is incorporated herein by reference.

Item 5.03. Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.

As previously disclosed in the Form 8-K filed by Cenveo, Inc. (the “Company”) on July 8, 2016, the Company on July 13, 2016, effected a reverse stock split at a ratio of 1-for-8 and changed the authorized shares of its common stock from 100 million shares to 15 million shares. To effectuate the foregoing, on July 13, 2016, the Company filed with the Secretary of State of Colorado a Certificate of Amendment to its Articles of Incorporation, a copy of which is attached hereto as Exhibit 3.1.

Item 9.01. Financial Statements and Exhibits

(d) Exhibits

Exhibit Number	Description
3.1	Certificate of Amendment to the Articles of Incorporation of Cenveo, Inc.

SIGNATURE

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

Date: July 15, 2016

CENVEO, INC.

By:    /s/ Scott J. Goodwin

Scott J. Goodwin

Chief Financial Officer

EX-3.1

EXHIBIT 3.1

ARTICLES OF AMENDMENT

TO THE

ARTICLES OF INCORPORATION

OF

CENVEO, INC.

Cenveo, Inc., a corporation organized and existing under the Colorado Business Corporation Act (the “Corporation”), hereby certifies that:

FIRST: The name of the corporation is Cenveo, Inc.

SECOND: The following amendment to the Articles of Incorporation was adopted by the Board of Directors of the Corporation (the “Board”) at a meeting of the Board on April 13, 2016 and by unanimous written consent on July 10, 2016, and adopted by a vote of the shareholders on May 26, 2016, with a number of votes being cast by each voting group entitled to vote separately on the amendment sufficient for approval by that voting group.

RESOLVED, that the Articles of Incorporation of the Corporation, as amended (the “Articles of Incorporation”), be amended by deleting the first sentence of Article IV in its entirety and substituting the following:

The total number of shares of stock which the Corporation shall have the authority to issue is fifteen million twenty-five thousand (15,025,000) shares, of which twenty-five thousand (25,000) shares are to be preferred stock, par value $0.01 per share (the “Preferred Stock”), and fifteen million (15,000,000) shares are to be common stock, par value $0.01 per share (the “Common Stock”).

Upon effectiveness (the “Effective Time”) pursuant to the Colorado Business Corporation Act of this Articles of Amendment to the Articles of Incorporation of the Corporation (these “Articles of Amendment”), each eight shares of the Corporation’s Common Stock, either issued and outstanding or held by the Corporation in treasury stock immediately prior to the Effective Time, shall automatically be reclassified and combined into one validly issued, fully paid and non-assessable share of Common Stock without any further action by the Corporation or the holder thereof, subject to the treatment of fractional share interests as described below (the “Reverse Stock Split”). No fractional shares of Common Stock shall be issued as a result of the Reverse Stock Split. Shareholders who otherwise would be entitled to receive fractional shares of Common Stock shall be entitled to receive cash (without interest or deduction) from the Corporation’s transfer agent in lieu of such fractional shares upon the submission of a transmittal letter by a shareholder holding the shares in book-entry form and, where shares are held in certificated form, upon the surrender of the shareholder’s Old Certificates (as defined below), in an amount equal to the proceeds attributable to the sale of the fractional shares resulting from the aggregation and sale by the Corporation’s transfer agent of all fractional share interests attributable to the fractional shares otherwise issuable. Until surrendered, each certificate that immediately prior to the Effective Time represented shares of Common Stock (“Old Certificates”) shall only represent the number of whole shares of Common Stock into which the shares of Common Stock formerly represented by such Old Certificate were combined as a result of the Reverse Stock Split.

THIRD: This amendment shall be effective upon filing with the Secretary of State of the State of Colorado.

IN WITNESS WHEREOF, Cenveo, Inc. has caused these Articles of Amendment to be signed by Scott J. Goodwin, this 13th day of July, 2016.

CENVEO, INC.

By: /s/ Scott J. Goodwin

Name: Scott J. Goodwin

Title:Chief Financial Officer