UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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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): January 6, 2005
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CENVEO, INC.
(Exact name of registrant as specified in its charter)
COLORADO 1-12551 4-1250533
(State or other jurisdiction (Commission File Number) (IRS Employer
of incorporation) Identification No.)
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8310 S. VALLEY HWY. #400
ENGLEWOOD, CO
(Address of principal executive offices)
80112
(Zip Code)
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Registrant's telephone number, including area code: (303) 790-8023
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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):
[ ] 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 1.01. ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT.
On January 6, 2005, Cenveo, Inc. ("Cenveo") entered into an
Employment Separation Agreement and General Release with Paul V. Reilly,
then-Chairman, President and Chief Executive Officer of Cenveo (the
"Separation Agreement"). A copy of the Separation Agreement, which is
incorporated by reference in this Item 1.01 in its entirety and made a part
of this Item 1.01, is filed as Exhibit 10 to this report.
Under the terms of the Separation Agreement, Mr. Reilly agreed to
resign from all offices and positions he held or may hold with Cenveo and
any other business or entities owned or controlled by Cenveo, including his
positions as President and Chief Executive Officer of Cenveo, but not his
position as a director of Cenveo. Pursuant to the Separation Agreement, Mr.
Reilly submitted a resignation letter to the Board of Directors, which
resignation shall be effective upon its acceptance by the Board of Directors
(such date of acceptance, the "Termination Date"). Cenveo and Mr. Reilly
agreed in the Separation Agreement that, until the Termination Date, Mr.
Reilly shall remain in all positions he currently holds with Cenveo and any
and all other businesses or entities owned or controlled directly or
indirectly by Cenveo.
The Separation Agreement provides that Mr. Reilly shall be entitled
to receive the payments and benefits he would have received pursuant to the
Employment and Executive Severance Agreement dated March 10, 2003 between
Mr. Reilly and Cenveo (the "Employment and Executive Severance Agreement")
as if Cenveo had terminated Mr. Reilly's employment without cause as of
January 6, 2005, except as otherwise provided in the Separation Agreement
(collectively, the "Severance Benefits"). (A copy of the Employment and
Executive Severance Agreement was filed as Exhibit 10.26 to Cenveo's Form
10-K for the fiscal year ended December 31, 2002, which was filed with the
Securities and Exchange Commission on March 21, 2003.) Cenveo and Mr. Reilly
stipulated and agreed that the Severance Benefits are as set forth in the
Separation Agreement, which are summarized as follows:
(1) severance pay of $2,446,200;
(2) the pro-rata share of Mr. Reilly's target bonus for 2005
based upon the proportion that the number of complete
months in 2005 prior to the Termination Date bears to the
complete calendar year, multiplied by two (2);
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(3) twenty-four (24) months of premiums for COBRA coverage or
other medical or dental coverage; and
(4) certain outplacement and accounting assistance.
Under the terms of the Employment and Executive Severance
Agreement, the Severance Benefits will be paid to Mr. Reilly in one lump sum
within ninety (90) days after the Termination Date or in a manner and at
such later time as specified by Mr. Reilly, provided that all such payments
must be made no later than the second anniversary of the Termination Date.
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Mr. Reilly granted to Cenveo a general release. Under the terms of
the Employment and Executive Severance Agreement and the Separation
Agreement, through the second anniversary of the Termination Date, Mr.
Reilly is not permitted to directly or indirectly engage in competition with
Cenveo by taking certain specified actions nor directly or indirectly
solicit or recruit, or attempt to solicit or recruit, or hire, or attempt to
hire, any Cenveo employee or certain former Cenveo employees.
Mr. Reilly will continue to serve as a director and as President
and Chief Executive Officer of Cenveo until the Board of Directors accepts
his resignation. Until such time, Mr. Reilly will continue to perform the
functions and duties of such offices, and will assist the Board of Directors
in its search for a successor.
ITEM 5.02. DEPARTURE OF DIRECTORS OR PRINCIPAL OFFICERS; ELECTION
OF DIRECTORS; APPOINTMENT OF PRINCIPAL OFFICERS.
On January 6, 2005, Paul V. Reilly, Chairman, President and Chief
Executive Officer of Cenveo informed the Board of Directors of his intention
to resign. At the request of the Board of Directors, Mr. Reilly has agreed
to remain in his current positions of President and Chief Executive Officer
and assist the Board in its search for a successor president and chief
executive officer on the terms and conditions set forth in a Separation
Agreement, which was executed by Mr. Reilly and Cenveo on January 6, 2005, a
copy of which is attached as Exhibit 10 to this report. Although Mr. Reilly
will continue as a director of Cenveo, the Board appointed Susan O. Rheney
as interim Chairman effective immediately. A copy of the related press
release issued by Cenveo on January 7, 2005, which is incorporated by
reference in this Item 5.02 in its entirety and made a part of this Item
5.02, is filed as Exhibit 99 to this report.
Ms. Rheney, 45, was a principal at the Sterling Group, the
investment firm that formed Mail-Well, Inc., Cenveo's predecessor, and was
involved in the formation and initial operations of the company. Ms. Rheney
served on the board from Cenveo's formation until 1997 and rejoined the
board in February, 2003. Ms. Rheney is a member of Cenveo's audit committee
and governance and nominating committee.
The Board will form a committee to conduct an executive search for
a successor president and chief executive officer.
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ITEM 9.01. FINANCIAL STATEMENTS AND EXHIBITS.
(c) Exhibits.
Exhibit Number Description of Exhibit
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10 Employment and Separation Agreement and General
Release entered into as of January 6, 2005
between Cenveo, Inc. and Paul V. Reilly.
99 Press release, dated January 7, 2005, issued by
Cenveo, Inc. announcing the resignation of Paul
V. Reilly, Chairman, President and Chief
Executive Officer of Cenveo, Inc.
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SIGNATURE
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.
CENVEO, INC.
By: /s/ Mark L. Zoeller
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Mark L. Zoeller
Vice President, General Counsel
and Secretary
Date: January 10, 2005
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