Form 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): December 26,
2006
CENVEO,
INC.
(Exact Name of Registrant as Specified in Charter)
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Colorado
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1-12551
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84-1250533
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(State
of Incorporation)
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(IRS
Employer
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Identification
No.
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)
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One
Canterbury Green, 201 Broad Street, Stamford, CT
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06901
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(Address
of Principal Executive Offices)
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(Zip
Code)
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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):
[
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR
230.425)
[
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Soliciting material pursuant to Rule 14a−12 under the Exchange Act (17 CFR
240.14a−12)
[
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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
1.01 Entry
into a Material Definitive Agreement.
Merger
Agreement
On
December 27, 2006, Cenveo, Inc. (“Cenveo”) announced that it had entered into an
Agreement of Merger dated as of December 26, 2006 among Cenveo, Mouse
Acquisition Corp., an indirect wholly-owned subsidiary of Cenveo (“Merger Sub”),
and Cadmus Communications Corporation (“Cadmus”).
Pursuant
to the merger agreement, subject to the satisfaction or waiver of the conditions
set forth in the merger agreement, Merger Sub will merge with and into Cadmus,
with Cadmus as the surviving corporation in the merger. Pursuant to the merger
agreement, each share of common stock of Cadmus, par value $0.50 per share,
issued and outstanding immediately prior to the consummation of the merger
will
be converted into the right to receive an amount in cash equal to $24.75 per
share, without interest.
Cadmus
and Cenveo have made customary representations, warranties and covenants in
the
merger agreement, including covenants regarding operation of the business of
Cadmus and its subsidiaries prior to the closing and covenants that, subject
to
certain exceptions, prohibit Cadmus from soliciting, or providing information
or
entering into discussions or negotiations concerning, proposals relating to
alternative business combination transactions.
Consummation
of the merger is subject to customary conditions, including, without limitation,
(i) approval of the merger by Cadmus’s shareholders, (ii) absence of
any law or order prohibiting the closing, (iii) expiration or termination
of the Hart-Scott-Rodino waiting period and certain other regulatory approvals
and (iv) the absence of any material adverse effect on the business and
operations of Cadmus.
The
merger agreement may be terminated by either Cenveo or Cadmus under certain
circumstances, including if the merger is not consummated by July 26, 2007.
The
merger agreement further provides that, upon termination of the merger agreement
under specified circumstances, Cadmus may be required to pay Cenveo a
termination fee of $8.375 million and to reimburse Cenveo for up to $500,000
of
its expenses.
The
foregoing description of the merger and the merger agreement does not purport
to
be complete and is qualified in its entirety by reference to the merger
agreement, which is filed as Exhibit 2.1 hereto and is incorporated herein
by
reference. The merger agreement has been included to provide investors with
information regarding its terms and is not intended to provide any other factual
information about Cadmus or Cenveo or its affiliates. The merger agreement
contains representations and warranties the parties thereto made to and solely
for the benefit of each other. The assertions embodied in those representations
and warranties are qualified by information contained in disclosure schedules
that are not publicly filed. Accordingly, investors should not rely on the
representations and warranties as characterizations of the actual state of
facts, since (i) they were made only as of the date of the merger agreement
or a
prior, specified date, (ii) in some cases, they are subject to qualifications
with respect to materiality, knowledge and/or other matters, and (iii) they
are
modified in important part by the underlying disclosure schedules. These
disclosure schedules contain information that has been included in the
prior
public
disclosures of Cenveo and Cadmus, as well as non-public information. Moreover,
information concerning the subject matter of the representations and warranties
may have changed since the date of the merger agreement, which subsequent
information may or may not be fully reflected in the public disclosures of
Cenveo and Cadmus.
Voting
Agreement
Simultaneously
with the execution and delivery of the merger agreement, Cenveo entered into
a
voting agreement with Bruce V. Thomas, the CEO and President of Cadmus, and
entities affiliated with Nathu R. Puri, a director and Cadmus’s largest
shareholder, pursuant to which, among other things, the shareholders have,
during the term of the voting agreement, agreed to vote their shares in favor
of
the approval and adoption of the Merger agreement and to vote their shares
against certain merger proposals from third parties. The shareholders who signed
the voting agreement collectively beneficially own approximately 21.1% of the
common stock of Cadmus.
The
foregoing description of the voting agreement does not purport to be complete
and is qualified in its entirety by reference to the voting agreement, which
is
filed as Exhibit 99.1 hereto and is incorporated herein by reference.
Item
8.01 Other
Events.
On
December 27, 2006, Cenveo issued a press release announcing that it had entered
into the merger agreement. A copy of the press release is attached as Exhibit
99.2 and is incorporated herein by reference.
Item
9.01 Financial
Statements and Exhibits.
(c) Exhibits.
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Number
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Description
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2.1
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Agreement
of Merger dated as of December 26, 2006 among Cenveo, Inc., Mouse
Acquisition Corp. and Cadmus Communications
Corporation.
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99.1
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Voting
Agreement and Irrevocable Proxy dated as of December 26, 2006 among
Cenveo, Inc., Clary Limited, Purico (IOM) Limited, Melham US Inc.
and
Bruce V. Thomas.
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99.2
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Press
Release of Cenveo, Inc. dated December 27,
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:
December 27, 2006
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CENVEO,
INC.
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By:
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/s/
Sean S. Sullivan
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Chief
Financial Officer
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Number
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Description
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2.1
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Agreement
of Merger dated as of December 26, 2006 among Cenveo, Inc., Mouse
Acquisition Corp. and Cadmus Communications
Corporation.
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99.1
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Voting
Agreement and Irrevocable Proxy dated as of December 26, 2006
among
Cenveo, Inc., Clary Limited, Purico (IOM) Limited, Melham US
Inc. and
Bruce V. Thomas.
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99.2
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Press
Release of Cenveo, Inc. dated December 27,
2006
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