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): June 1, 2006
CENVEO, INC.
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(Exact Name of Registrant as Specified in Charter)
Colorado 1-12551 84-1250533
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(State of Incorporation) (Commission (IRS Employer
File Number) Identification No.)
ONE CANTERBURY GREEN
201 BROAD STREET
STAMFORD, CT 06901
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(Address of Principal Executive Offices) (Zip Code)
Registrant's telephone number, including area code: (203) 595-3000
Not Applicable
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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 MATERIAL DEFINITIVE AGREEMENT.
ITEM 3.03. MATERIAL MODIFICATION TO RIGHTS OF SECURITY HOLDERS.
On June 1, 2006 Cenveo, Inc. ("Cenveo") announced that its wholly
owned subsidiary, Cenveo Corporation, a Delaware corporation (the
"Company"), executed a supplemental indenture dated June 1, 2006 (the
"supplemental indenture") relating to the Company's 9-5/8% Senior Notes due
2012 (the "Notes"), in connection with Cenveo's tender offer and consent
solicitation. The proposed amendments to be effected by the supplemental
indenture, among other things, eliminate substantially all of the material
restrictive covenants, specified affirmative covenants and certain events of
default and related provisions in the indenture governing the Notes. The
supplemental indenture also waives any and all defaults and events of
default existing under the indenture governing the Notes. The supplemental
indenture will not become operative until the Initial Payment Date (as
described in the Offer to Purchase), which is expected to be on or about
June 16, 2006 and is subject to the conditions described below. A copy of
the supplemental indenture is filed herewith as Exhibit 4.1.
The tender offer and consent solicitation are subject to the
satisfaction of certain conditions, including the receipt of debt financing
that, together with balance sheet and/or otherwise available cash, if
necessary, is sufficient to fund the tender offer and consent solicitation
and certain related payments and expenses on terms satisfactory to the
Company in its sole discretion and satisfaction or waiver of certain other
conditions, all as described in the Offer to Purchase and Consent
Solicitation Statement of the Company dated May 18, 2006 (the "Offer to
Purchase").
ITEM 8.01. OTHER EVENTS.
On June 1, 2006, Cenveo issued a press release, which is attached
as Exhibit 99.1 to this Report and incorporated by reference herein.
ITEM 9.01. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND
EXHIBITS.
(c) Exhibits.
4.1 Second Supplemental Indenture, dated June 1, 2006, by and among
Cenveo Corporation, the Guarantors named therein and US Bank
National Association, as trustee.
99.1 Press Release of Cenveo, Inc. dated June 1, 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: June 2, 2006
CENVEO, INC.
By: /s/ Sean S. Sullivan
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Name: Sean S. Sullivan
Title: Chief Financial Officer
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EXHIBIT INDEX
Exhibit
Number Description
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4.1 Second Supplemental Indenture, dated June 1, 2006, by and
among Cenveo Corporation, the Guarantors named therein
and US Bank National Association, as trustee.
99.1 Press Release of Cenveo, Inc. dated June 1, 2006