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): August 3, 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 A MATERIAL DEFINITIVE AGREEMENT.
On July 27, 2006, the board of directors of Cenveo, Inc. (the
"Company") approved an amendment to the Rights Agreement dated as of April
20, 2005 between the Company and Computershare Trust Company, Inc., as
Rights Agent, to change the "final expiration date" in the Rights Agreement
from April 28, 2015, to August 7, 2006, effectively terminating the Rights
Agreement as of August 7, 2006. A committee of independent directors
approved the amendment to the Rights Agreement.
The foregoing description of the amendment to the Rights Agreement
does not purport to be complete and is qualified in its entirety by
reference to the full text of the amendment, which is filed as Exhibit 4.1
hereto and incorporated herein by reference.
ITEM 3.03 MATERIAL MODIFICATION TO RIGHTS OF SECURITY HOLDERS.
As described above under Item 1.01, on July 27, 2006, the Company's
board of directors approved an amendment to change the "final expiration
date" in the Rights Agreement from April 28, 2015 to August 7, 2006,
effectively terminating the Rights Agreement as of August 7, 2006.
ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS.
(c) Exhibits.
Exhibit
Number Description
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4.1 Amendment No. 1 to Rights Agreement dated as of August 2,
2006 between the Company and Computershare Trust Company,
Inc.
99.1 Press Release of Cenveo, Inc. dated August 3, 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: August 3, 2006
CENVEO, INC.
By: /s/ Sean S. Sullivan
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Sean S. Sullivan
Chief Financial Officer
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EXHIBIT INDEX
Exhibit
Number Description
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4.1 Amendment No. 1 to Rights Agreement dated as of August 2,
2006 between the Company and Computershare Trust Company,
Inc.
99.1 Press Release of Cenveo, Inc. dated August 3, 2006
4