ADDITIONAL MATERIALS
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington D.C. 20549
SCHEDULE 14A
(Rule 14a-101)
INFORMATION REQUIRED IN PROXY STATEMENT
SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of the
Securities
Exchange Act of 1934
Filed by the Registrant þ
Filed by a Party other than the
Registrant o
Check the appropriate box:
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o Preliminary
Proxy Statement
o Definitive
Proxy Statement
þ Definitive
Additional Materials
o Soliciting
Material Under Rule 14a-12 |
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o Confidential,
for Use of the Commission Only (as permitted by
Rule 14a-6(e)(2)) |
CENVEO, INC.
(Name of Registrant as Specified in its Charter)
(Name of Person(s) Filing Proxy Statement, if other than the
Registrant)
Payment of Filing Fee (Check the appropriate box):
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No fee required. |
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Fee computed on table below per Exchange Act
Rules 14a-6(i)(4) and 0-11. |
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Aggregate number of securities to which transaction applies: |
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pursuant to Exchange Act Rule 0-11 (Set forth the amount on
which the filing fee is calculated and state how it was
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Fee paid previously with preliminary materials. |
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Check box if any part of the fee is offset as provided by
Exchange Act Rule 0-11(a)(2) and identify the filing for
which the offsetting fee was paid previously. Identify the
previous filing by registration statement number, or the form or
schedule and the date of its filing. |
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James R. Malone
Chairman and Chief Executive Officer
September 2, 2005
Dear Stockholder:
We are fast approaching the September 14th special meeting of stockholders where your vote
will decide to:
Save Cenveo from unnecessary disruption and allow me, with the help and
support of Cenveos Board and management team, to continue doing the job I was
hired to doto turn Cenveo around and create real value for all Cenveo
stockholders,
OR
Hand over control of Cenveo to Mr. Burton and his colleagues and family for
free and risk derailing the cost-cutting and value-building momentum we have
created.
We urge you to protect the value of your investment by signing, dating and returning the enclosed
GOLD proxy card today.
SUPPORT YOUR BOARD: CENVEO HAS A NEW MOMENTUM
We are moving swiftly with the goal of restoring Cenveo to profitability. We have already
identified $55 million in cost savings (75% of which is currently being implemented). We have
realigned management and consolidated facilities. At the same time, we are leveraging Cenveos
portfolio of assets to profitably grow revenues. And there is more to do and we have a plan to
accomplish it.
We believe our strategy will bring greater value to our stockholders in much less time than any
of Burtons proposals.
Burton says he would make Cenveo a low-cost producer but that can mean nothing more than shifting
manufacturing overseas while having to invest in expensive new equipment here in the US. Our
strategy already underway is to use strategic sales to continue to better meet the complex needs
of our customers while spending less on initial capital expenditures.
In the last two weeks I have met with both current and prospective large customers with complex
needs. During this time I have confirmed an additional $25 million of orders over and above the
previously announced strategic sales forecast. Such strategic sales initiatives provide the basis
for real competitive differentiation within Cenveos markets as opposed to the low-cost producer
strategy proposed by Burton.
WE ARE ON THE RIGHT PATH TO BUILDING A GREAT COMPANY
Your Board recently named me to the additional post of Chairman and I am honored by their trust and
pledge to do my utmost to continue to earn the confidence of all stockholders. I also want to
express the
Boards gratitude to Susan Rheney, who has decided to resign as interim chairman and step down from
the Board, for her service.
Except for myself, your Board is comprised of individuals entirely independent of
management, and we are now seeking additional independent directors to ensure that the full range
of stockholders interests are represented. We will soon name a lead director, in line with the
sound corporate governance practices your company has always followed.
PROTECT THE VALUE OF YOUR INVESTMENTVOTE THE GOLD PROXY TODAY!
The future of Cenveo is in your hands, and your vote is extremely important. I urge you to vote
AGAINST Proposals 1 through 5, and FOR Cenveos director nominees in Proposal 6, by
signing, dating and returning the enclosed GOLD proxy card today.
Thank you for your continued support.
Sincerely,
James R. Malone
Chairman and Chief Executive Officer
Please note that the enclosed GOLD proxy card has been revised to reflect
Ms. Rheneys resignation from the Board. Unless later revoked by you,
any vote you previously executed on a GOLD card is valid.
If you have any questions, or need assistance in voting your shares, please contact the firm
assisting us in the solicitation of proxies:
INNISFREE M&A INCORPORATED
Toll-free: (888) 750-5834
Banks and Brokers call collect: (212) 750-5833.
Important Information
On August 5, 2005, Cenveo, Inc. filed with the Securities and Exchange Commission a definitive
proxy statement on Schedule 14A in connection with a special meeting of its shareholders. Cenveos
shareholders are strongly encouraged to read carefully the definitive proxy statement, because it
contains important information.
Free copies of the definitive proxy statement are available at the SECs web site at www.sec.gov,
at the Cenveos web site at www.cenveo.com, or by directing requests to Cenveos proxy solicitor,
Innisfree M&A Incorporated, toll free at 1-888 750-5834.