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 8, 2006


                                 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 7.01         REGULATION FD DISCLOSURE.

         On August 8, 2006, Cenveo, Inc. (the "Company") made an unsolicited
proposal to acquire by way of a merger all of the outstanding common stock of
Banta Corporation for $46 per share in cash. The proposal is subject to, among
other things, confirmatory due diligence and negotiation of a mutually
acceptable merger agreement. A copy of the press release describing the
proposal is attached as Exhibit 99.1 and incorporated by reference herein.

         On August 8, 2006, the Company's Board of Directors waived its code
of ethics in order to permit certain of its officers and directors and their
affiliates to purchase stock of Banta Corporation. The Board made the waiver
based on, among other things, that the Company generally does not make
speculative investments in publicly traded companies, that none of the
Company's officers and directors will make any such purchases until after the
public announcement of the proposal and this waiver and that such purchases
would have no adverse effect on the Company's proposed transaction.


ITEM 9.01         FINANCIAL STATEMENTS AND EXHIBITS.

         (c)      Exhibits.

Exhibit
Number            Description
- ------            -----------

99.1              Press Release of Cenveo, Inc. dated August 9, 2006.






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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: August 9, 2006

                                            CENVEO, INC.


                                            By:      /s/ Sean S. Sullivan
                                                     --------------------
                                                     Sean S. Sullivan
                                                     Chief Financial Officer



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                                 EXHIBIT INDEX

Exhibit
Number            Description
- ------            -----------

99.1              Press Release of Cenveo, Inc. dated August 9, 2006

EX-99.1

                                                                  EXHIBIT 99.1

[CENVEO logo]

                                                                  NEWS RELEASE


                   CENVEO SENDS LETTER TO BANTA CORPORATION
                   ----------------------------------------



STAMFORD, CT - (AUGUST 9, 2006) - Cenveo, Inc. (NYSE: CVO) today announced
that it had sent the following letter to Banta Corporation (NYSE: BN):

August 8, 2006


Stephanie A. Streeter
Chairman, President and Chief Executive Officer
Banta Corporation
225 Main Street
Menasha, WI  54952

Dear Stephanie:

I am writing to express my disappointment in hearing from you that Banta
Corporation is not "for sale." As we have communicated, we believe that Cenveo
and Banta are complementary businesses and that a combination of Cenveo, Inc.
and Banta is compelling and would provide substantial benefits to both
companies' shareholders. The combination of these two companies would create a
$3.0 billion print powerhouse with pre-synergy EBITDA in excess of $300
million that we believe would be better able to compete in the marketplace and
provide a one-stop solution to our customers. I have personally completed 56
acquisitions during my business career, and Cenveo's management team has a
wealth of experience in operating printing businesses such as





Banta. I am sure you are fully aware of our business track record at World
Color, Moore and now Cenveo. We have constantly delivered for our shareholders
and feel confident we can be successful again with the Banta / Cenveo
combination.

Based on our most recent discussion, we believe it would be useful if we
submitted an offer so that your entire Board will have the benefit of our
thinking. Subject to diligence and negotiation of a mutually satisfactory
definitive merger agreement (both of which are further discussed below),
Cenveo proposes to acquire Banta for $46 per share in cash. We believe our
offer provides immediate value that far exceeds Banta's current stock price
and would not have the delay or execution risk inherent in management's
strategy to increase shareholder value.

Since we are extremely comfortable with Banta's public filings, we would
expect to conduct due diligence that would be largely confirmatory in nature
and our merger agreement would be customary for a public company acquisition.
We are ready to undertake a due diligence review of Banta at your earliest
convenience and to meet with your team to negotiate a merger agreement at any
time. Our offer would be subject to receipt of adequate financing for the
transaction, which we believe will be readily obtainable.

Together with our outside advisors, we are prepared to commit the resources
necessary to proceed expeditiously to reach an agreement with you regarding a
combination.

Our Board of Directors has authorized this letter and fully supports a
combination between Cenveo and Banta. We sincerely hope that, on further
reflection together with Banta's other directors, you and Banta's entire Board
will share our enthusiasm for the transaction. This matter has our highest
priority, and we are committed to working with you in any way we can to bring
this vision to fruition. As you have not returned our recent telephone calls
and e-mails, we are making this letter public in the spirit of full disclosure
for both shareholders at Banta and Cenveo. Thank you.


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Sincerely,

CENVEO, INC.


By:  /s/ Robert G. Burton, Sr.
   -----------------------------------------
   Robert G. Burton, Sr.
   Chairman and CEO



cc:      Jameson Adkins Baxter
         John F. Bergstrom
         Henry T. Denero
         David T. Gibbons
         Paul C. Reyelts
         Ray C. Richelsen
         Michael J. Winkler
         Janel Haugarth
         Pamela Moret

                                      ###

CENVEO IS ONE OF NORTH AMERICA'S LEADING PROVIDERS OF PRINT AND VISUAL
COMMUNICATIONS, WITH ONE-STOP SERVICES FROM DESIGN THROUGH FULFILLMENT. THE
COMPANY'S BROAD PORTFOLIO OF SERVICES AND PRODUCTS INCLUDE COMMERCIAL
PRINTING, ENVELOPES, LABELS, PACKAGING AND BUSINESS DOCUMENTS DELIVERED
THROUGH A NETWORK OF PRODUCTION, FULFILLMENT AND DISTRIBUTION FACILITIES
THROUGHOUT NORTH AMERICA.


                           ------------------------




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Statements made in this release, other than those concerning historical
financial information, may be considered forward-looking statements, which
speak only as of the date of this release and are based upon current
expectations and involve a number of assumptions, risks and uncertainties that
could cause the actual result to differ materially from such forward-looking
statements. Those assumptions, risks and uncertainties include, without
limitation: (1) uncertainties regarding future growth and our ability to
successfully integrate acquisitions: (2) substantial indebtedness impairing
our financial condition and limiting our ability to incur additional debt; (3)
indebtedness imposing significant restrictions on our business; (4) additional
indebtedness exacerbating the above factors; (5) debt instruments providing
cross defaults causing all debt to become due and payable as a result of a
default under an unrelated debt instrument; (6) our history of losses and
uncertain return to consistent profitability; (7) the absence of long-term
customer agreements in our industry, subjecting our business to fluctuations;
(8) factors affecting the U.S. postal services; (9) increases in paper costs
and decreases in its availability; (10) availability of alternative delivery
media; (11) intense competition; (12) supply, availability, and costs of raw
materials and components; (13) fires or explosions at any of the Company's
facilities; (14) environmental rules and regulations, non-compliance with
which may expose the Company to adverse consequences; (15) acquisitions that
might be unsuccessful; (16) contract pricing and timing of awards; (17)
changing economic and political conditions in the U.S. and in other countries;
(18) dependence on key management personnel; (19) customer product acceptance;
(20) continued access to technical and capital resources; (21) availability of
insurance coverage at acceptable terms; (22) changes in accounting or tax
rules or pronouncements; (23) actual pension asset returns and assumptions
regarding future returns, discount rates, and service costs; (24) changes in
cost estimates related to restructuring or relocation of facilities; (25) the
timing and extent of changes in interest rates; (26) access to capital markets
and the costs thereof; (27) legal proceedings; and (28) other economic,
political, and technological risks and uncertainties.



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 may be contained in
the Parent's filings with the SEC. All such risk factors are difficult to
predict, contain material uncertainties that may affect actual results and may
be beyond the Company's control.

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These risks and uncertainties are set forth under Item 1 and Item 1A, Risk
Factors, in Cenveo's Annual Report on Form 10-K for the fiscal year ended
December 31, 2005, and Cenveo's other SEC filings. A copy of the Annual Report
is 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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