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, 2006. 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 AUDITED FINANCIAL STATEMENTS AND SUPPLEMENTAL SCHEDULE Cenveo 401(k) Savings and Retirement Plan for Union Employees Year Ended December 31, 2006 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, 2006 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...............................................4-9 Supplemental Schedule Schedule H, Line 4(i)--Schedule of Assets (Held at End of Year).............10 Signatures..................................................................11 Exhibit 23.1 - Consent of Independent Registered Public Accounting Firm.....12 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 plan benefits of Cenveo 401(k) Savings and Retirement Plan for Union Employees (the "Plan") as of December 31, 2006 and 2005, the related statement of changes in net assets available for plan benefits for the year ended December 31, 2006. These financial statements and supplemental schedule are the responsibility of the Plan's management. Our responsibility is to express an opinion on the financial statements based on our audits. We conducted our audit 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. An audit also includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provides 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, 2006 and 2005 and the changes in net assets available for benefits for the year then ended December 31, 2006 in conformity with accounting principles generally accepted in the United States of America. Our audits were performed for the purpose of forming an opinion on the basic financial statements taken as a whole. The supplemental schedule of assets (held at end of year) as of December 31, 2006, is presented for purpose 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 audit 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/ O'Connor Davies Munns & Dobbins, LLP Harrison, New York July 9, 2007 1 CENVEO 401(k) SAVINGS AND RETIREMENT PLAN FOR UNION EMPLOYEES Statements of Net Assets Available for Benefits December 31, 2006 2005 ------------ ------------ ASSETS Investments (at fair value) Mutual funds $ 3,603,171 $ 2,578,303 Common collective trusts 4,912,993 4,140,549 Cenveo common stock 1,530,968 988,722 Participant loans 606,325 411,812 ------------ ------------ Total Investments 10,653,457 8,119,386 ------------ ------------ Receivables Employee contributions 11,165 42,182 Employer contributions 23,116 7,671 ------------ ------------ Total Receivables 34,281 49,853 ------------ ------------ Total Assets $ 10,687,738 $ 8,169,239 ============ ============ LIABILITIES $ - $ - ------------ ------------ Net Assets Reflecting All Investments at Fair Value 10,687,738 8,169,239 ------------ ------------ Adjustment from fair value to contract value for fully benefit responsive investment contracts 2,599 507 ------------ ------------ Net Assets Available for Benefits $ 10,690,337 $ 8,169,746 ============ ============ See notes to financial statements 2 CENVEO 401(k) SAVINGS AND RETIREMENT PLAN FOR UNION EMPLOYEES Statement of Changes in Net Assets Available for Benefits Year Ended December 31, 2006 ADDITIONS Contributions Employee $ 668,028 Employer 422,353 Asset transfers from other plans 972,336 ------------- Total Contributions 2,062,717 ------------- Investment Income Net appreciation in fair value of investments 1,204,731 Interest and dividend income 316,397 ------------- Total Investment Income 1,521,128 ------------- Total Additions 3,583,845 ------------- DEDUCTIONS Payment of benefits to participants 1,060,970 Administrative expenses 2,284 ------------- Total Deductions 1,063,254 ------------- Net Change 2,520,591 NET ASSETS AVAILABLE FOR BENEFITS Beginning of Year 8,169,746 ------------- End of Year $ 10,690,337 ============= See notes to financial statements 3 CENVEO 401(k) SAVINGS AND RETIREMENT PLAN FOR UNION EMPLOYEES Notes to Financial Statements 1. DESCRIPTION OF THE 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 rollover distributions from other qualified defined benefit or defined contribution plans. The Company matches participant contributions to the Plan in accordance with their respective union agreements. The Company also makes flat rate contributions in accordance with a union agreement for selected participants. Additional amounts may be contributed at the option of the Company's Board of Directors. No such additional contributions were approved for 2006. 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 accrue 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 THE 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 in the Plan 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. At December 31, 2006 and 2005 forfeited non-vested accounts totaled $2,550 and $370, respectively. These accounts will be used to reduce future employer contributions and plan expenses. Non-vested forfeitures had no impact on employer contributions in 2006. 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 common 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 which are at contract value and participant loans which are stated at face value, which approximates fair value. Unrealized and realized appreciation (depreciation) of investments during the year is included in net appreciation in fair value of investments in the statement of changes in net assets available for benefits. Realized gains (losses) on sales of investments are determined using the average-cost basis. New Accounting Pronouncement As described in Financial Accounting Standards Board Staff Position, FSP AAG INV-1 and SOP 94-4-1, Reporting of Benefit-Responsive Investment Contracts Held by Certain Investment Companies Subject to the AICPA Investment Company Guide and Defined-Contribution Health and Welfare and Pension Plans (the "FSP"), investment contracts held by a defined-contribution plan are required to be reported at fair value. However, contract value is the relevant measurement attribute for that portion of the net assets available for benefits of a defined-contribution plan attributable to fully benefit-responsive investment contracts, because contract value is the amount participants would receive if they were to initiate permitted transactions under the terms of the plan. As required by the FSP, the Statements of Net Assets Available for Benefits presents the adjustment of the fair value of the investment contracts from fair value to contract value. Prior year balances have been reclassified accordingly. The Statement of Changes in Net Assets Available for Benefits is prepared on a contract value basis. The Plan recognizes income, expenses and other changes in net assets available for benefits using the accrual method of accounting. PAYMENT OF BENEFITS 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. 6 CENVEO 401(k) SAVINGS AND RETIREMENT PLAN FOR UNION EMPLOYEES Notes to Financial Statements 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. 4. INVESTMENTS INVESTMENT CONTRACTS The Plan invests in an investment contract called the Putnam Stable Value Fund ("Putnam"). Putnam maintains the contributions in a common collective trust account. The account is credited with earnings on the underlying investments and charged for Plan withdrawals and administrative expenses charged by Putnam. The contract is included in the financial statements at contract value, (which represents contributions made under the contract, plus earnings, less withdrawals and administrative expenses) because it is fully benefit responsive. Participants may ordinarily directly withdraw or transfer all or a portion of their investment at contract value. There are no reserves against contract value for credit risk of the contract issuer or otherwise. The fair value of the investment contract at December 31, 2006 and 2005 was $2,043,214 and $1,810,017, respectively. For the Plan years ended December 31, 2006 and 2005, the average yield and crediting interest rates were approximately five percent. The crediting interest rate is based on an agreed-upon formula with the issuer, but cannot be less than zero. Investments that represent 5% or more of the net assets available for benefits at December 31, are as follows: 2006 2005 ---------- ---------- Fair Value Mutual funds: The George Putnam Fund of Boston $ 973,494 $ 918,530 PIMCO Total Return Fund 556,406 492,689 Harbor Capital International Fund 544,827 * Common Collective Trusts: Putnam S&P 500 Index Fund 2,869,779 2,330,532 Cenveo Common Stock 1,530,968 988,722 Participant Loans 606,325 411,812 Contract Value Putnam Stable Value Fund 2,045,813 1,810,524* Investment represents less than 5% of net assets 7 CENVEO 401(k) SAVINGS AND RETIREMENT PLAN FOR UNION EMPLOYEES Notes to Financial Statements 4. INVESTMENTS (CONTINUED) The Plan's investments (including investments purchased, sold and held during the year) appreciated in fair value for the year ended December 31, 2006 as follows: Mutual Funds $ 237,973 Common Collective Trusts 382,139 Cenveo Common Stock 584,619 ---------- $1,204,731 ========== 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. The following is a reconciliation of net assets available for benefits per the financial statements to the Form 5500 for the year ended December 31 as follows: 2006 2005 ----------- ----------- Net assets available for benefits per the financial statements $10,690,337 $ 8,169,746 Employer contributions receivable (23,116) (7,671) Employee contributions receivable (11,165) (42,182) Deemed distributions (24,446) (8,475) Adjustment from fair value to contract value for fully benefit-responsive investment contracts (2,599) - ----------- ----------- Net assets available for benefits per the Form 5500 $10,629,011 $ 8,111,418 =========== =========== 8 CENVEO 401(k) SAVINGS AND RETIREMENT PLAN FOR UNION EMPLOYEES Notes to Financial Statements 5. RECONCILIATION OF FINANCIAL STATEMENTS TO FORM 5500 (CONTINUED) The following is a reconciliation of contributions per the financial statements to the Form 5500 for the year ended December 31, 2006: Employer Employee Contributions Contributions ------------- ------------- Contributions per the financial statements $422,353 $668,028 Contribution receivable not recorded on the Form 5500 at December 31, 2005 7,671 42,182 Contribution receivable not recorded on the Form 5500 at December 31, 2006 (23,116) (11,165) -------- -------- Contributions per the Form 5500 $406,908 $699,045 ======== ======== 9 CENVEO 401(k) SAVINGS AND RETIREMENT PLAN FOR UNION EMPLOYEES Supplemental Schedule December 31, 2006 Schedule H, Line 4(i)--Schedule of Assets (Held at End of Year) EIN 84-1250534 Plan #007 (c) Description of Investment, Including (b) Identity of Issue Maturity Date, Par or (e) Current (a) Borrower, Lessor, or Similar Party Maturity Value Value --- -------------------------------------- --------------------- ---------- Mutual Funds: American Beacon Large Cap Value Fund 10,069 $ 229,364 Goldman Sachs Structured Small Cap Equity Fund 25,127 360,316 Harbor Capital International Fund 8,847 544,827 PIMCO Total Return Fund 53,604 556,406 T. Rowe Price Blue Chip Growth Fund 5,051 180,709 * Growth Fund Putnam Asset Allocation 22,751 324,660 * Balanced Fund Putnam Asset Allocation 28,294 350,281 * Conservative Fund Putnam Asset Allocation 8,516 83,114 * The George Putnam Fund of Boston 53,814 973,494 * Cenveo Common Stock 72,215 1,530,968 Common Collective Trusts: * Putnam Stable Value Fund 2,045,813 2,045,813 * Putnam S&P 500 Index Fund 77,207 2,869,779 * Participant Loans 4.75% - 10.50%** 606,325 ----------- $10,656,056 =========== *Investments represent a party-in-interest **Interest Rates - Maturing from January 2007 through December 2011 See report of independent registered public accounting firm 10 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: July 9, 2007 Cenveo 401(k) Savings and Retirement Plan for Union Employees /s/ Sean S. Sullivan -------------------- Sean S. Sullivan Chief Financial Officer 11