UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 14A
Proxy Statement Pursuant to Section 14(a) of the
Securities Exchange Act of 1934
Filed by the Registrant [ X ]
Filed by a Party other than the Registrant [ ]
Check the appropriate box:
[ ] Preliminary Proxy Statement
[ ] Confidential, for Use of the Commission Only (as permitted by Rule
14a-6(e)(2))
[ ] Definitive Proxy Statement
[ ] Definitive Additional Materials
[ X ] Soliciting Material Pursuant to ss.240.14a-12
CENVEO, INC.
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(Name of Registrant as Specified in Its Charter)
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(Name of Person(s) Filing Proxy Statement if other than the Registrant)
Payment of Filing Fee (Check the appropriate box):
[ X ] No fee required
[ ] Fee computed on table below per Exchange Act Rules 14a-6(i)(4) and 0-11.
1) Title of each class 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 determined):
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[ ] Fee paid previously with preliminary materials.
[ ] 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.
1) Amount Previously Paid:
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4) Date Filed:
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FOR IMMEDIATE RELEASE INVESTORS:
Michel P. Salbaing
Acting CEO, Senior
Vice President & CFO
Cenveo, Inc.
303-790-8023
michel.salbaing@cenveo.com
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MEDIA:
Kathy Hedin
Director of Communications
Cenveo, Inc.
303-566-7494
Abernathy MacGregor
Rhonda Barnat/Mike Pascale
212-371-5999
CENVEO RESPONDS TO BURTON CAPITAL MANAGEMENT
Company Reports Continued Progress in Evaluation of Strategic Alternatives
ENGLEWOOD, Co., June 10, 2005 - Cenveo(TM) Inc. (NYSE: CVO) today confirmed that
it has received a letter from Burton Capital Management, LLC, Goodwood Inc. and
certain other shareholders calling for a special meeting of Cenveo's
shareholders.
The Company said that if a meeting of shareholders has been properly called for,
the Board will meet and set a date for such a meeting.
As previously announced, the Company is aggressively exploring all of its
strategic alternatives, with a view towards determining what course of action
will maximize shareholder value. The Company cautions its shareholders to be
wary of any shareholder group that seeks to short-circuit the Company's current
evaluation of strategic alternatives. The Company noted that Mr. Burton declined
to participate in the Board's competitive processes, and declined to make an
acquisition proposal or proposal to make a direct investment in the Company. Mr.
Burton has reiterated his demand that the Board appoint him Chairman and CEO
without allowing for any further exploration of the Company's strategic
alternatives.
On April 18, 2005, Cenveo announced that it had, with the assistance of its
financial and legal advisors, commenced an aggressive and thorough evaluation of
strategic alternatives with the goal of maximizing shareholder value. The Board
confirms that a number of interested parties have been studying confidential
information provided to them by the Company. The exploration
of strategic alternatives is progressing well. It should be noted that there can
be no assurance of any particular outcome from this review.
Susan Rheney, Chairman of Cenveo, said, "We are deeply engaged in an orderly and
thorough review of our strategic alternatives with the goal of maximizing
shareholder value for all shareholders. We invite all interested parties to
participate as part of this deliberate process; we are concerned about any party
that may wish to disrupt this process out of self-interest, rather than the
interests of all shareholders."
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14a-12 Disclosure
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Cenveo intends to file a proxy statement in connection with any special meeting
of its shareholders. Cenveo shareholders should read the proxy statement and
other relevant materials when they become available, because they will contain
important information. In addition to the documents described above, Cenveo
files annual, quarterly and current reports, proxy statements and other
information with the SEC. The proxy statement and other relevant materials (when
they become available), and any other documents filed with the SEC by Cenveo are
available without charge at the SEC's website, at www.sec.gov, or from Company's
Web site at http://www.cenveo.com.
Cenveo and its officers and directors may be deemed to be participants in the
solicitation of proxies from its shareholders in connection with the requested
special meeting of its shareholders. A description of certain interests of the
directors and executive officers of Cenveo is set forth in Cenveo's proxy
statement for its 2005 annual meeting which was filed with the SEC on March 7,
2005. Additional information regarding the interests of such potential
participants will be included in the definitive proxy statement and other
relevant documents to be filed with the SEC in connection with the requested
special meeting of its shareholders.
About Cenveo, Inc.
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Cenveo, Inc. (NYSE: CVO), www.cenveo.com, is one of North America's leading
providers of visual communications with one-stop services from design through
fulfillment. The Company is uniquely positioned to serve both direct customers
through its commercial segment, and distributors and resellers of printed office
products through its Quality Park resale segment. The Company's broad portfolio
of services and products include e-services, envelopes, offset and digital
printing, labels and business documents. Cenveo currently has approximately
10,000 employees and more than 80 production locations plus five advanced
fulfillment and distribution centers
throughout North America. In 2004 and 2005, Cenveo was voted among Fortune
Magazine's Most Admired Companies in the printing and publishing category and
has consistently earned one of the highest Corporate Governance Quotients by
Institutional Shareholder Services. The Company is headquartered in Englewood,
Colorado.
Cenveo and Vision Delivered are either trademarks or registered trademarks of
Cenveo, Inc.
Forward-Looking Statements
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Statements made in this release, other than those concerning historical
financial information, may be considered forward-looking statements, which are
subject to risks and uncertainties, including without limitation: (1) general
economic, business and labor conditions, (2) the ability to implement the
Company's strategic initiatives, (3) the ability to regain profitability after
substantial losses in 2002 and 2001 and in the first quarter of 2004, (4) the
majority of Company's sales are not subject to long-term contracts, (5) the
industry is extremely competitive due to over capacity, (6) the impact of the
Internet and other electronic media on the demand for envelopes and printed
material, (7) postage rates and other changes in the direct mail industry, (8)
environmental laws may affect the Company's business, (9) the ability to retain
key management personnel, (10) compliance with recently enacted and proposed
changes in laws and regulations affecting public companies could be burdensome
and expensive, (11) the ability to successfully identify, manage and integrate
possible future acquisitions, (12) dependence on suppliers and the costs of
paper and other raw materials and the ability to pass paper price increases onto
customers, (13) the ability to meet customer demand for additional value-added
products and services, (14) changes in interest rates and currency exchange
rates of the Canadian dollar, (15) the ability to manage operating expenses,
(16) the risk that a decline in business volume or profitability could result in
a further impairment of goodwill, and (17) the ability to timely or adequately
respond to technological changes in the Company's industry.
Discussion of additional factors that could cause actual results to differ
materially from management's projections, forecasts, estimates and expectations
is set forth under Management's Discussion and Analysis of Results of Operations
and Financial Condition in the Cenveo, Inc. Annual Report for the fiscal year
ended December 31, 2004, and in the Company's other SEC filings. A copy of the
annual report is available on the Company's Web site at http://www.cenveo.com