e1166796frm8k.htm
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): July 9,
2007
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CENVEO,
INC.
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(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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(Commission
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(IRS
Employer
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File
Number)
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Identification
No.)
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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
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Not
Applicable
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Former
name or former address, if changed since last
report)
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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))
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Item
1.01
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Entry
into a Material Definitive
Agreement.
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Item
2.03
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Creation
of a Direct Financial Obligation or an Obligation under an Off-Balance
Sheet Arrangement of a
Registrant
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On
July
9, 2007, Cenveo Corporation, a wholly-owned subsidiary of Cenveo, Inc.
(“Cenveo”) acquired all of the outstanding capital stock of Madison/Graham
ColorGraphics, Inc. (“ColorGraphics”).
On
July
9, 2007, Cenveo Corporation amended its senior secured credit facilities with
a
syndicate of lenders (as amended, the “Amended Credit
Facilities”). Pursuant to the Amended Credit Facilities, Cenveo
Corporation amended its term C loan facility to borrow an additional $100
million thereunder. Proceeds from the amended term C loan facility
together with available cash were used to fund the acquisition of ColorGraphics
and to pay certain fees and expenses incurred in connection with the
transaction.
In
connection with the acquisition of ColorGraphics and the Amended Credit
Facilities, Cenveo Corporation entered into a supplemental indenture, dated
as
of July 9, 2007, to the indenture dated as of February 4, 2004 among Cenveo
Corporation, the guarantors named therein and U.S. Bank National Association,
as
trustee, pursuant to which the $320,000,000 aggregate principal amount of 7-7/8%
Senior Subordinated Notes due 2013 of Cenveo Corporation were issued. This
supplemental indenture provides for, among other things, the addition of
ColorGraphics and its subsidiary as guarantors of these notes.
Also
in
connection with the acquisition of ColorGraphics and the Amended Credit
Facilities, Cenveo Corporation entered into a supplemental indenture, dated
as
of July 9, 2007, to the indenture dated as of June 15, 2004, among Cenveo
Corporation (as successor to Cadmus Communications Corporation), each of the
guarantors named therein and U.S. Bank National Association (as successor
trustee to Wachovia Bank, National Association), as trustee, pursuant to which
the $125,000,000 aggregate principal amount of 8-3/8% Senior Subordinated Notes
due 2014 of Cadmus Communications Corporation were issued (approximately $104
million in aggregate principal amount of these notes is currently outstanding).
This supplemental indenture provides for, among other things, the addition
of
ColorGraphics and its subsidiary as guarantors of these notes.
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Item
5.02
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Departure
of Directors or Principal Officers; Election of Directors; Appointment
of
Principal Officers.
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On
July
9, 2007, Cenveo appointed its Chief Financial Officer, Sean S. Sullivan, as
President, Commercial and Packaging and appointed Mark Hiltwein as Executive
Vice President and Chief Financial Officer.
Mr.
Hiltwein, who is 43, had served as President of Smartshipper.com, Inc. an
electronic third party logistics company, since August 2005. From
February 2002 through July 2005, he served as the Executive Vice President,
Chief Financial Officer of Moore Wallace Inc. (now part of R.R. Donnelley),
a
commercial printing company. From December 2000 through February
2002, Mr. Hiltwein served as Controller of Moore Corporation Limited, a
predecessor of Moore Wallace Inc. Mr. Hiltwein began his career at
Mortenson and Associates, a regional Certified Public Accounting Firm in New
Jersey, and later held a number of accounting positions including Chief
Financial Officer with LP Thebault Company, a commercial printing company.
He is
a CPA and received his bachelor’s degree in Accounting from Kean
University.
Cenveo
has entered into an employment agreement with Mr. Hiltwein that provides for
an
annual base salary of $375,000 and an annual incentive bonus opportunity equal
to 100% of base salary, which is payable on an “all or nothing” basis depending
on the achievement of target goals. If Mr. Hiltwein’s employment is
terminated by Cenveo without “cause” or by Mr. Hiltwein for “good reason,” any
equity awards he receives will become fully vested and he will be paid a lump
sum pursuant to the employment agreement equal to the sum of one times his
base
salary in effect at the time of such termination and his target bonus
opportunity for the year in which such termination occurs. Mr.
Hiltwein would also have the right to be reimbursed for “COBRA” coverage under
Cenveo’s medical and dental plans for a period of up to 12 months following any
such termination. Mr. Hiltwein has agreed not to compete with Cenveo
during the term of his employment and for 12 months thereafter.
On
July
9, 2007, Cenveo issued a press release announcing that it had completed the
acquisition of ColorGraphics, appointed Mr. Sullivan as President, Commercial
and Packaging and appointed Mr. Hiltwein as Executive Vice President and Chief
Financial Officer. A copy of the press release is attached as Exhibit 99.1
and
is incorporated herein by reference.
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Item
9.01
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Financial
Statements and Exhibits.
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(c) Exhibits.
Exhibit
Number Description
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99.1
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Press
Release of Cenveo, Inc. dated July 9,
2007
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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: July
13, 2007
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CENVEO,
INC. |
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By:
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/s/ Timothy
M. Davis |
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Timothy
M.
Davis |
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Senior
Vice
President, |
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General
Counsel
and Secretary |
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EXHIBIT
INDEX
Exhibit
Number Description
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99.1
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Press
Release of Cenveo, Inc. dated July 9,
2007
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