Colorado
(State or Other Jurisdiction of
Incorporation or Organization) |
84-1250533
(I.R.S. Employer Identification No.) |
Title of Each Class of Securities
To be Registered |
Amount
to be
Registered(1)(2) |
Proposed Maximum
Offering Price
Per Share(3) |
Proposed Maximum
Aggregate Offering Price(3) |
Amount of Registration Fee(4) |
Common Stock, par value $0.01 per share |
2,820,750 |
$6.35 |
$15,709,711 |
$876.62 |
(1) |
Pursuant to Instruction E of Form S-8 and the telephone interpretation of the Securities and Exchange Commission set forth in Section G. Securities Act Forms, No. 89, of the Division of Corporation Finance’s Manual of Publicly Available Telephone Interpretations dated July 1997, the 2,820,750 shares being registered includes 320,750 shares (the “Carryover Shares”) that were previously available for
issuance under the Cenveo, Inc. 2001 Long-Term Equity Incentive Plan, as amended to date (the “2001 Plan”) but that have been carried forward to, and included in the reserve available for issuance under, the Cenveo, Inc. 2007 Long-Term Equity Incentive Plan, as amended to date (the “2007 Plan”). The Carryover Shares were previously registered on the Form S-8 (Registration No. 333-118861), which was filed on September 7, 2004 (the “Prior Registration Statement”). Pursuant
to a contemporaneously filed post-effective amendment to the Prior Registration Statement, the Carryover Shares are being deregistered from the Prior Registration Statement and transferred to this Registration Statement, together with the associated registration fees, for delivery under the 2007 Plan. To the extent any additional shares that remain subject to outstanding awards under the 2001 Plan otherwise would have been returned to the 2001 Plan on account of the expiration, cancellation or forfeiture
thereof, those shares will instead be included in the shares reserved for issuance under the 2007 Plan. Accordingly, post-effective amendments to this Registration Statement may periodically be filed in order to carry-over such shares from the 2001 Plan to the 2007 Plan. |
(2) |
This Registration Statement also relates to such indeterminate number of additional shares as may be issuable pursuant to stock splits, stock dividends, or similar transactions. |
(3) |
The proposed maximum offering price per share of Common Stock and the proposed maximum aggregate offering price are calculated solely for the purpose of determining the registration fee pursuant to Rule 457(h) under the Securities Act of 1933. With respect to 1,033,827 shares of Common Stock as to which stock options were granted prior to the date hereof, the registration fee is based on the option exercise
price of $4.22 per share, and with respect to the balance of the shares being registered (consisting of 1,786,923 shares of Common Stock), the fee is based on a price of $6.35 per share, which is the average of the high ($6.60) and low ($6.10) sales prices of the Common Stock on September 11, 2009 on the New York Stock Exchange. |
(4) |
Pursuant to Rule 457(p) under the Securities Act of 1933, the $876.62 aggregate total registration fee for the 2,820,750 shares registered on this Registration Statement is offset by registration fees in the amount of $130.00 previously paid with respect to the Carryover Shares in connection with the Prior Registration Statement 333-118861 filed September 7, 2004. Accordingly, the Registrant is currently
paying a net registration fee of $746.62 in connection with the filing of this Registration Statement. |
|
• |
the Company’s Annual Report on Form 10-K for the year ended January 3, 2009; |
|
• |
the Company’s Quarterly Reports on Form 10-Q for the quarters ended March 28, 2009 and June 27, 2009; |
|
• |
the Company’s Current Reports on Form 8-K filed October 9, 2008, November 6, 2008, March 17, 2009, April 27, 2009, May 7, 2007 (two filings), June 5, 2009, July 24, 2009 and August 6, 2009, as well as amendments to the Company’s Current Reports on Form 8-K filed June 9, 2009 and July 30, 2009. |
|
• |
the description of the Company’s Common Stock contained in the Company’s registration statements therefor and subsequent amendments thereof. |
Exhibit No. |
Description |
4.1 |
Articles of Incorporation of Cenveo, Inc. (incorporated by reference to Exhibit 3.1 to the Company’s Quarterly Report on Form 10-Q for the quarter ended June 30, 1997, as filed with the SEC on August 14, 1997)
|
4.2 |
Amendment to Articles of Incorporation of Cenveo, Inc. (incorporated by reference to Exhibit 3.2 to the Company’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2004, as filed with the SEC on August 2, 2004)
|
4.3 |
Amendment to Articles of Incorporation and Certificate of Designations of Series A Junior Participating Preferred Stock of Cenveo, Inc. (incorporated by reference to Exhibit 3.1 to the Company’s Current Report on Form 8-K dated (date of earliest event reported) April 17, 2005, as filed with the SEC on April 21, 2005)
|
4.4 |
Amended and Restated Bylaws of Cenveo, Inc. (incorporated by reference to Exhibit 3.2 to the Company’s Current Report on Form 8-K dated (date of earliest event reported) February 22, 2007, as filed with the SEC on August 30, 2007)
|
4.5 |
Cenveo, Inc. 2007 Long-Term Equity Incentive Plan (incorporated by reference to Exhibit 10.1 to the Company’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2007, as filed with the SEC on August 8, 2007)
|
4.6 |
Amendment to the Cenveo, Inc. 2007 Long-Term Equity Incentive Plan (incorporated by reference as Exhibit A to the Company’s Definitive 14A, as filed with the SEC on April 28, 2008)
|
4.7 |
Amendment to the Cenveo, Inc. 2007 Long-Term Equity Incentive Plan (incorporated by reference as Exhibit A to the Company’s Definitive 14A, as filed with the SEC on April 6, 2009)
|
5.1 * |
Opinion of Timothy M. Davis, the Company’s General Counsel
|
23.1 *
|
Consent of Grant Thornton LLP |
23.2 * |
Consent of Deloitte & Touche LLP
|
23.3 * |
Consent of Ernst & Young LLP
|
23.4 * |
Consent of Timothy M. Davis (included in Exhibit 5.1)
|
24.1 * |
Powers of Attorney (included in signature page to this Registration Statement)
|
Signature |
Capacity |
Date |
/s/ Robert G. Burton, Sr. |
Chairman of the Board and
Chief Executive Officer
(Principal Executive Officer) |
September 15, 2009 |
Robert G. Burton, Sr. |
||
/s/ Kenneth P. Viret |
Chief Financial Officer
(Principal Financial Officer and
Principal Accounting Officer) |
September 15, 2009 |
Kenneth P. Viret |
||
/s/ Gerald S. Armstrong |
Director |
September 15, 2009 |
Gerald S. Armstrong |
||
/s/ Leonard C. Green |
Director |
September 15, 2009 |
Leonard C. Green |
||
/s/ Mark J. Griffin |
Director |
September 15, 2009 |
Mark J. Griffin |
||
/s/ Robert B. Obernier |
Director |
September 15, 2009 |
Robert B. Obernier |
Exhibit No. |
Description |
4.1 |
Articles of Incorporation of Cenveo, Inc. (incorporated by reference to Exhibit 3.1 to the Company’s Quarterly Report on Form 10-Q for the quarter ended June 30, 1997, as filed with the SEC on August 14, 1997)
|
4.2 |
Amendment to Articles of Incorporation of Cenveo, Inc. (incorporated by reference to Exhibit 3.2 to the Company’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2004, as filed with the SEC on August 2, 2004)
|
4.3 |
Amendment to Articles of Incorporation and Certificate of Designations of Series A Junior Participating Preferred Stock of Cenveo, Inc. (incorporated by reference to Exhibit 3.1 to the Company’s Current Report on Form 8-K dated (date of earliest event reported) April 17, 2005, as filed with the SEC on April 21, 2005)
|
4.4 |
Amended and Restated Bylaws of Cenveo, Inc. (incorporated by reference to Exhibit 3.2 to the Company’s Current Report on Form 8-K dated (date of earliest event reported) February 22, 2007, as filed with the SEC on August 30, 2007)
|
4.5 |
Cenveo, Inc. 2007 Long-Term Equity Incentive Plan (incorporated by reference to Exhibit 10.1 to the Company’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2007, as filed with the SEC on August 8, 2007)
|
4.6 |
Amendment to the Cenveo, Inc. 2007 Long-Term Equity Incentive Plan (incorporated by reference as Exhibit A to the Company’s Definitive 14A, as filed with the SEC on April 28, 2008)
|
4.7 |
Amendment to the Cenveo, Inc. 2007 Long-Term Equity Incentive Plan (incorporated by reference as Exhibit A to the Company’s Definitive 14A, as filed with the SEC on April 6, 2009)
|
5.1 * |
Opinion of Timothy M. Davis, the Company’s General Counsel
|
23.1 * |
Consent of Grant Thornton, LLP
|
23.2 * |
Consent of Deloitte & Touche LLP
|
23.3 * |
Consent of Ernst & Young LLP
|
23.4 * |
Consent of Timothy M. Davis (included in Exhibit 5.1)
|
24.1 * |
Powers of Attorney (included in signature page to this Registration Statement)
|
*Filed herewith |
|