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.
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(Exact Name of Registrant as Specified in Charter)
Colorado 1-12551 84-1250533
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(State of Incorporation) (Commission (IRS Employer
File Number) Identification No.)
ONE CANTERBURY GREEN
201 BROAD STREET
STAMFORD, CT 06901
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(Address of Principal Executive Offices) (Zip Code)
Registrant's telephone number, including area code: (203) 595-3000
Not Applicable
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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
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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
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Sean S. Sullivan
Chief Financial Officer
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EXHIBIT INDEX
Exhibit
Number Description
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99.1 Press Release of Cenveo, Inc. dated August 9, 2006