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):  August 30, 2007

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.)

One Canterbury Green, 201 Broad Street, Stamford, CT	06901
(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 (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.

Item 2.01 Completion of Acquisition or Disposition of Assets.

Item 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.

Item 3.03 Material Modification to Rights of Security Holders.

Acquisition of Commercial Envelope Manufacturing Co., Inc.

On August 30, 2007, Cenveo, Inc. (“Cenveo”) completed the acquisition of all of the outstanding capital stock of Commercial Envelope Manufacturing Co., Inc. (“Commercial Envelope”) from Commercial Envelope’s shareholders.  The acquisition was effected pursuant to a previously announced stock purchase agreement dated as of July 17, 2007 among Cenveo Corporation, a wholly-owned subsidiary of Cenveo, Ira B. Kristel Trust IV, as amended and restated u/t/d May 31, 2006 between Ira B. Kristel, as Grantor, and William B. Wachtel, as Trustee, Alan Kristel, Steven Kristel and William B. Wachtel, as representative of Commercial Envelope’s shareholders.

The purchase price for all of the outstanding capital stock of Commercial Envelope was approximately $230 million, subject to adjustment based on Commercial Envelope’s working capital and the amount of Commercial Envelope’s outstanding indebtedness.

Unsecured Loan Facility

On August 30, 2007, Cenveo Corporation entered into and borrowed $175 million under a new unsecured term loan facility (the “Unsecured Loan Facility”) among Cenveo Corporation, as borrower, Cenveo, Inc., as guarantor, the lenders from time to time party thereto and Lehman Commercial Paper Inc., as administrative agent.  Proceeds from the Unsecured Loan Facility together with revolving borrowings under its existing credit facility and available cash were used to fund the acquisition of Commercial Envelope and to pay certain fees and expenses incurred in connection with the transaction.

The Unsecured Loan Facility has an eight-year maturity and provides for the conversion by the lenders into senior or senior subordinated exchange notes (the “Exchange Notes”) of Cenveo Corporation pursuant to the existing indenture relating to Cenveo Corporation’s currently outstanding 7-7/8% Senior Subordinated Notes due 2013 or an indenture substantially similar thereto and otherwise in form and substance reasonably satisfactory to the lead arranger of the Unsecured Loan Facility.  The Unsecured Loan Facility has a floating rate interest rate based on LIBOR plus 4.50%, which rate increases quarterly by 0.50% beginning January 2008 up to a maximum interest rate not to exceed 11.50%.  The Exchange Notes will bear a fixed rate of interest based on market conditions at the time of conversion.  The Unsecured Loan Facility contains covenants, representations, and warranties substantially similar to Cenveo Corporation’s existing secured credit facility and includes provisions for an underwriting/purchase agreement and a registration rights agreement relating to the resale of the Exchange Notes.

Supplemental Indentures

In connection with the acquisition of Commercial Envelope, Cenveo Corporation entered into a supplemental indenture, dated as of August 30, 2007, to the indenture dated as of February 4, 2004 among Cenveo Corporation, the guarantors named therein and U.S. Bank National Association, as trustee,

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pursuant to which the $320,000,000 aggregate principal amount of 7-7/8% Senior Subordinated Notes due 2013 of Cenveo Corporation were issued. This supplemental indenture provides for, among other things, the addition of Commercial Envelope and its subsidiaries, as guarantors of these notes.

Also in connection with the acquisition of Commercial Envelope, Cenveo Corporation entered into a supplemental indenture, dated as of August 30, 2007, to the indenture dated as of June 15, 2004, among Cenveo Corporation (as successor to Cadmus Communications Corporation), each of the subsidiary guarantors named therein and U.S. Bank National Association (as successor trustee to Wachovia Bank, National Association), as trustee, pursuant to which the $125,000,000 aggregate principal amount of 8-3/8% Senior Subordinated Notes due 2014 of Cadmus Communications Corporation were issued (approximately $104 million in aggregate principal amount of these notes is currently outstanding). This supplemental indenture provides for, among other things, the addition of Commercial Envelope and its subsidiaries, as well as Cenveo, as guarantors of these notes.

Item 8.01. Other Events

On August 30, 2007, Cenveo issued a press release announcing that it had completed its acquisition of Commercial Envelope.

The press release is attached as Exhibit 99.1 and is incorporated herein by reference.

Item 9.01 Financial Statements and Exhibits.

(a)           Financial Statements of Business Acquired

The financial statements required by this item are not being filed herewith. To the extent such information is required by this item, they will be filed with the Securities and Exchange Commission (the “SEC”) by amendment to this Current Report on Form 8-K no later than 71 days after the date on which this Current Report on Form 8-K is required to be filed.

(b)           Pro Forma Financial Information

The pro forma financial information required by this item is not being filed herewith. To the extent such information is required by this item, it will be filed with the SEC by amendment to this Current Report on Form 8-K no later than 71 days after the date on which this Current Report on Form 8-K is required to be filed.

(c)           Exhibits.

Exhibit Number	Description
99.1	Press Release of Cenveo, Inc. dated August 30, 2007.

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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 6, 2007

CENVEO, INC.
By:	/s/ Mark S. Hiltwein
	Executive Vice President,
	Chief Financial Officer

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EXHIBIT INDEX

Exhibit Number	Description
99.1	Press Release of Cenveo, Inc. dated August 30, 2007.

EX-99.1

News Release

Cenveo Completes Purchase of Commercial Envelope

STAMFORD, CT – (August 30, 2007) Cenveo, Inc. (NYSE: CVO) announced today that it has completed its previously-announced purchase of Commercial Envelope Manufacturing Co., Inc. (“Commercial Envelope”) of Deer Park, NY, one of the largest envelope manufacturers in the United States.

Robert G. Burton, Chairman and Chief Executive Officer of Cenveo, stated:

“We are pleased to have completed this acquisition, and I look forward to working with the Kristel family and the entire Commercial Envelope team as we begin our integration efforts.  We are excited to begin the process of combining these two industry leaders to form the leading envelope manufacturer in the United States.  This combination will create the most efficient and diversified asset platform in the industry, which will enable us to service even more of our customers’ needs.

The fact that we were able to successfully close this transaction and its related financing during this period of market turbulence speaks very highly of our team’s track record and the confidence our lenders have in us.   This acquisition furthers the momentum that we are seeing in the marketplace.  We continue to see a strong environment for our products, which has resulted in continued strengthening across all our business units.  We are also pleased with the strong cash flow that the business is generating and we remain optimistic about the significant amount of cash this company can generate going forward.

We intend to spend the rest of the year focusing on integrating our recent acquisitions and delivering our financial commitments, which we expect will drive significant cash flow from our operations that can be used to de-leverage our balance sheet and invest in our core business and selected growth opportunities.”

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Cenveo (NYSE:CVO), headquartered in Stamford, Connecticut, is a leader in the management and distribution of print and related products and services.  The Company provides its customers with low-cost solutions within its core business of commercial printing and packaging, envelope, form, and label manufacturing, and publisher services; offering one-stop services from design through fulfillment.  With over 10,000 employees worldwide, Cenveo delivers everyday for its customers through a network of production, fulfillment, content management, and distribution facilities across the globe.  For more information please visit us at www.cenveo.com.

________________________

Statements made in this release, other than those concerning historical financial information, may be considered “forward-looking statements,” which are based upon current expectations and involve a number of assumptions, risks and uncertainties that could cause the actual results to differ materially from such forward-looking statements.  In view of such uncertainties, investors should not place undue reliance on our forward-looking statements.  Such statements speak only as of the date of this release, and we undertake no obligation to update any forward-looking statements made herein.  Factors that could cause actual results to differ materially from management’s expectations include, without limitation:  (1) our substantial indebtedness impairing our financial condition and limiting our ability to incur additional debt; (2) the terms of our indebtedness imposing significant restrictions on our operating and financial flexibility; (3) the potential to incur additional indebtedness, exacerbating the above factors; (4) cross default provisions in our indebtedness, which could cause all of our debt to become due and payable as a result of a default under an unrelated debt instrument; (5) our ability to successfully integrate acquisitions; (6) intense competition in our industry; (7) the absence of long-term customer agreements in our industry, subjecting our business to fluctuations; (8) factors affecting the U.S. postal services impacting demand for our products; (9) increases in paper costs and decreases in its availability; (10) our history of losses and ability to return to consistent profitability; (11) the availability of the Internet and other electronic media affecting demand for our products; (12) our labor relations; (13) compliance with environmental rules and regulations; (14) dependence on key management personnel; and (15) general economic, business and labor conditions.  This list of factors is not exhaustive, and new factors may emerge or changes to the foregoing factors may occur that would impact the Company’s business.  Additional information regarding these and other factors can be found in Cenveo, Inc.’s periodic filings with the SEC, which are available at http://www.cenveo.com.

Inquiries from analysts and investors should be directed to Robert G. Burton, Jr. at (203) 595-3005.

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