SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 11-K /X/ Annual report pursuant to section 15(d) of the Securities Exchange Act of 1934 [no fee required, effective October 7, 1996] for the year ended December 31, 2005. OR / / Transition report pursuant to section 15(d) of the Securities Exchange Act of 1934 [no fee required] Commission file number 1-12551 A. Full title of the Plan: Cenveo 401(k) Savings and Retirement Plan for Union Employees B. Name of the issuer of the securities held pursuant to the plan and the address of its principal executive office: Cenveo, Inc. One Canterbury Green 201 Broad Street Stamford, CT 06901 A U D I T E D F I N A N C I A L S T A T E M E N T S A N D S U P P L E M E N T A L S C H E D U L E Cenveo 401(k) Savings and Retirement Plan for Union Employees Year ended December 31, 2005 With Report of Independent Registered Public Accounting Firm Cenveo 401(k) Savings and Retirement Plan for Union Employees Audited Financial Statements and Supplemental Schedule Year ended December 31, 2005 CONTENTS Report of Independent Registered Public Accounting Firm......................1 Audited Financial Statements Statements of Net Assets Available for Benefits..............................2 Statement of Changes in Net Assets Available for Benefits....................3 Notes to Financial Statements................................................4 Supplemental Schedule Schedule H, Line 4(i)--Schedule of Assets (Held at End of Year)..............9 Report of Independent Registered Public Accounting Firm The Trustees and Participants of Cenveo 401(k) Savings and Retirement Plan for Union Employees We have audited the accompanying statements of net assets available for benefits of the Cenveo 401(k) Savings and Retirement Plan for Union Employees as of December 31, 2005 and 2004, and the related statement of changes in net assets available for benefits for the year ended December 31, 2005. These financial statements are the responsibility of the Plan's management. Our responsibility is to express an opinion on these financial statements based on our audits. We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. We were not engaged to perform an audit of the Plan's internal control over financial reporting. Our audits included consideration of internal control over financial reporting as a basis for designing audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Plan's internal control over financial reporting. Accordingly, we express no such opinion. An audit also includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, and evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion. In our opinion, the financial statements referred to above present fairly, in all material respects, the net assets available for benefits of the Plan at December 31, 2005 and 2004, and the changes in its net assets available for benefits for the year ended December 31, 2005, in conformity with U.S. generally accepted accounting principles. Our audits were performed for the purpose of forming an opinion on the financial statements taken as a whole. The accompanying supplemental schedule of assets (held at end of year) as of December 31, 2005, is presented for purposes of additional analysis and is not a required part of the financial statements but is supplementary information required by the Department of Labor's Rules and Regulations for Reporting and Disclosure under the Employee Retirement Income Security Act of 1974. This supplemental schedule is the responsibility of the Plan's management. The supplemental schedule has been subjected to the auditing procedures applied in our audits of the financial statements and, in our opinion, is fairly stated in all material respects in relation to the financial statements taken as a whole. /s/ Ernst & Young LLP ------------------------ Stamford, Connecticut June 28, 2006 1 Cenveo 401(k) Savings and Retirement Plan for Union Employees Statements of Net Assets Available for Benefits DECEMBER 31, 2005 2004 ---- ---- Investments: Mutual funds $2,578,303 $2,182,957 Common collective trusts 4,141,056 3,998,809 Cenveo common stock 988,722 277,214 Participant loans 411,812 324,233 ---------- ---------- Total investments 8,119,893 6,783,213 Receivables: Employee contributions 42,182 30,324 Employer contributions 7,671 5,699 ---------- ---------- Total receivables 49,853 36,023 ---------- ---------- Net assets available for benefits $8,169,746 $6,819,236 ========== ========== See accompanying notes. 2 Cenveo 401(k) Savings and Retirement Plan for Union Employees Statement of Changes in Net Assets Available for Benefits YEAR ENDED DECEMBER 31, 2005 ----------------- Additions (deductions) Investment income: Net appreciation in fair value of investments $ 982,482 Interest and dividend income 203,957 ---------- 1,186,439 Contributions: Employee contributions 553,516 Employer contributions 330,577 ---------- 884,093 Asset transfers from other plans 20,041 Administrative expenses (4,153) Payment of benefits to participants (735,910) ---------- Net increase 1,350,510 Net assets available for benefits, beginning of year 6,819,236 ---------- Net assets available for benefits, end of year $8,169,746 ========== See accompanying notes. 3 Cenveo 401(k) Savings and Retirement Plan for Union Employees Notes to Financial Statements 1. DESCRIPTION OF PLAN The following description of the Cenveo 401(k) Savings and Retirement Plan for Union Employees (the "Plan") provides only general information. Participants should refer to the Plan document for a complete description of the Plan's provisions. GENERAL The Plan was adopted effective December 1, 1999. The Plan is an earnings deferral plan of Cenveo, Inc. (the "Company") for union employees. Full-time employees, where collectively bargained, become eligible according to the terms of the collective bargaining agreements. The Plan is subject to provisions of the Employee Retirement Income Securities Act of 1974 ("ERISA"). All Plan assets are held by the Plan trustee, Mercer Trust Company ("Mercer"), formerly Putnam Fiduciary Trust Company. CONTRIBUTIONS Each year, participants may contribute up to 50% of pretax annual compensation, as defined in the Plan document and as limited by the Internal Revenue Service. Participants may also contribute amounts representing distributions from other qualified defined benefit or defined contribution plans. The Company contributes 25% of the first 6% of base compensation that a participant contributes to the Plan. Additional amounts may be contributed at the option of the Company's Board of Directors. No such additional contributions were approved for 2005. PARTICIPANT ACCOUNTS Each participant's account is credited with the participant's contributions and withdrawals, as applicable, the Company contributions and allocations of Plan earnings, and is charged with an allocation of administrative expenses. VESTING Participants are 100% vested in their contributions at all times. Vesting in Company matching contributions occurs 20% for each year of service. Upon reaching five years of service, all Company matching contributions are fully vested. Years of service attributable to predecessor companies prior to a participant being employed by the Company are recognized in full for vesting purposes. All Company matching contributions become fully vested upon retirement, disability, or death of the participant. INVESTMENT OPTIONS Upon enrollment in the Plan, participants may elect to invest their contributions in a variety of investment options offered by the Plan. 4 Cenveo 401(k) Savings and Retirement Plan for Union Employees Notes to Financial Statements 1. DESCRIPTION OF PLAN (CONTINUED) LOANS TO PARTICIPANTS Participants may borrow from the Plan a minimum of $1,000 up to a maximum equal to the lesser of $50,000 or 50% of their vested interest in the Plan. Such loans bear an interest at the prime rate (as published in The Wall Street Journal) plus 1% and are collateralized by the participant's non-forfeitable interest in the Plan. Loans must be repaid within five years unless they are for the purchase of a principal residence, in which event they may be repaid over a period up to a maximum of 10 years. PAYMENT OF BENEFITS Upon retirement or termination of service, participants may roll their account balance into another qualified retirement savings account, withdraw their vested account balance less applicable taxes in a lump-sum payment, or leave their account balance with the Company until normal retirement age if their account balance is greater than $5,000. The Plan provides for advance distribution for hardship if certain conditions are met. EXPENSES Certain of the Plan's administrative expenses are paid by the Company. All other administrative expenses are paid by the Plan and allocated to participant accounts. FORFEITURES Upon termination by a participant, Company matching contributions that have not vested are used to offset administrative expenses and to reduce future Company contributions. PLAN TERMINATION Although it has not expressed intent to do so, the Company has the right under the Plan to terminate the Plan subject to the provisions of the ERISA. In the event of Plan termination, participants will become 100% vested in their accounts. CONCENTRATION OF MARKET AND CREDIT RISK The Plan offers various investment options by which participants may invest their account balances in any combination of mutual funds or collective trust funds. Investment securities are exposed to various risks such as interest rate, market, and credit risk. Due to the level of risk associated with certain investment securities, it is at least reasonably possible that changes could materially affect participants' account balances and the amounts reported in the statements of net assets available for benefits. 5 Cenveo 401(k) Savings and Retirement Plan for Union Employees Notes to Financial Statements 2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES INVESTMENT VALUATION AND INCOME RECOGNITION The Plan's investments are recorded in the financial statements at fair value based on published market values except for certain common collective trust funds and participant loans which are stated at face value, which approximates fair value. Unrealized and realized appreciation of investments during the period is included in net appreciation in fair value of investments in the statement of changes in net assets available for benefits. Realized gains and losses on sales of investments are determined using the average-cost basis. The Plan recognizes income, expenses and other changes in net assets available for benefits using the accrual method of accounting. Benefits are recorded when paid. USE OF ESTIMATES The preparation of financial statements in conformity with U.S. generally accepted accounting principles requires management to make estimates that affect the amounts reported in the financial statements and accompanying notes. Actual results could differ from those estimates. 3. INCOME TAX STATUS The Plan has received a determination letter from the Internal Revenue Service dated July 17, 2003, stating that the Plan is qualified under Section 401(a) of the Internal Revenue Code (the Code) and, therefore, the related trust is exempt from taxation. Subsequent to this determination, the Plan was amended. Once qualified, the Plan is required to operate in conformity with the Code to maintain its qualification. The Plan administrator believes that the Plan is being operated in compliance with the applicable requirements of the Code and, therefore, believes that the Plan, as amended, is qualified and the related trust is tax exempt. 6 Cenveo 401(k) Savings and Retirement Plan for Union Employees Notes to Financial Statements 4. INVESTMENTS The Plan's investments (including investments purchased, sold and held during the year) appreciated in fair value as follows: YEAR ENDED DECEMBER 31, 2005 ---- Mutual funds $ 39,155 Common collective trusts 102,729 Cenveo common stock 840,598 -------- $982,482 ======== Investments that represent 5% or more of the Plan's net assets at December 31, 2005 and 2004, are as follows: DECEMBER 31, 2005 2004 ---- ---- Mutual funds: The George Putnam Fund of Boston $ 918,530 $ 847,792 PIMCO Total Return Fund 492,689 443,615 Common Collective Trusts: Putnam S&P 500 Index Fund 2,330,532 2,307,714 Putnam Stable Value Fund 1,810,524 1,691,095 Cenveo Common Stock 988,722 * Participant Loans 411,812 ** Investment represents less than 5% of net assets 7 Cenveo 401(k) Savings and Retirement Plan for Union Employees Notes to Financial Statements 5. RECONCILIATION OF FINANCIAL STATEMENTS TO FORM 5500 The financial statements are prepared on the accrual basis of accounting and the Form 5500 is prepared on the cash basis of accounting by the Plan's trustee. The following is a reconciliation of net assets available for benefits per the financial statements to the Form 5500: DECEMBER 31, 2005 2004 ---- ---- Net assets available for benefits per the financial statements $8,169,746 $6,819,236 Employer contributions receivable (7,671) (5,699) Employee contributions receivable (42,182) (30,324) Deemed distributions (8,475) (6,353) ---------- ---------- Net assets available for benefits per the Form 5500 $8,111,418 $6,776,860 ========== ========== The following is a reconciliation of contributions per the financial statements to the Form 5500: YEAR ENDED DECEMBER 31, 2005 EMPLOYER EMPLOYEE CONTRIBUTIONS CONTRIBUTIONS ------------- ------------- Contributions per the financial statements $330,577 $553,516 Contribution receivable not recorded on the Form 5500 at December 31, 2004 5,699 30,324 Contribution receivable not recorded on the Form 5500 at December 31, 2005 (7,671) (42,182) -------- -------- Contributions per the Form 5500 $328,605 $541,658 ======== ======== The following is a reconciliation of benefits paid to participants per the financial statements to the Form 5500 for the year ended December 31, 2005: Benefits paid to participants per the financial statements $735,910 Benefit payments recorded in prior year 2,122 -------- Benefits paid to participants per the Form 5500 $738,032 ======== 8 Supplemental Schedule Cenveo 401(k) Savings and Retirement Plan for Union Employees EIN: 84-1250534 Plan: No. 007 Schedule H, Line 4(i)--Schedule of Assets (Held at End of Year) December 31, 2005 DESCRIPTION/ NUMBER CURRENT IDENTITY OF ISSUE OF SHARES VALUE ----------------- ------------ ------- Mutual Funds: Goldman Sachs International Equity Fund 9,476 $ 119,687 Goldman Sachs Core Small Cap Equity Fund 22,764 307,315 PIMCO Total Return Fund 46,923 492,689 T. Rowe Price Blue Chip Growth Fund 1,687 55,186 Growth Fund Putnam Asset Allocation* 12,593 154,512 Balanced Fund Putnam Asset Allocation* 15,110 168,623 Conservative Fund Putnam Asset Allocation* 5,133 47,684 Putnam International Equity Fund* 6,989 183,753 The George Putnam Fund of Boston* 51,115 918,530 The Putnam Fund for Growth & Income* 6,592 130,324 Cenveo Common Stock* 75,131 988,722 Common Collective Trusts: Putnam Stable Value Fund* 1,810,524 1,810,524 Putnam S&P 500 Index Fund* 72,444 2,330,532 Participant loans* 5.00% - 10.50% 411,812 ---------- $8,119,893 ========== *Investments with a party-in-interest. 9 Signatures Pursuant to the requirements of the Securities Exchange Act of 1934, the Plan Administrator has duly caused this annual report to be signed on its behalf by the undersigned hereunto duly authorized. Date: June 28, 2006 Cenveo 401(k) Savings and Retirement Plan for Union Employees /s/ Sean S. Sullivan ----------------------- Sean S. Sullivan Chief Financial Officer