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
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[ ] Preliminary Proxy Statement
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14a-6(e)(2))
[ ] Definitive Proxy Statement
[ ] Definitive Additional Materials
[X] Soliciting Material Pursuant to Section 240.14a-12
CENVEO, INC.
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(NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
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FOR IMMEDIATE RELEASE CONTACT:
Kathy Hedin
Director of Communications
Cenveo, Inc.
303-566-7494
ENGLEWOOD, Colo.--(BUSINESS WIRE)--June 22, 2005--Cenveo (TM), Inc. (NYSE:CVO),
one of North America's leading providers of visual communications services,
today announced that James R. Malone, founding and managing partner of Qorval,
LLC has been named CEO of the company, effective Monday, June 27, 2005.
"We are very pleased to have Jim Malone, with his background, expertise and
leadership qualities, take the reins of Cenveo," said Susan Rheney, Chairman of
Cenveo. "Jim has a proven track record of helping companies grow and prosper. As
we continue the process of evaluating our strategic alternatives and strive to
be more flexible and efficient and to provide even greater levels of service to
our customers and value to our shareholders, Jim's leadership will be
invaluable."
Cenveo said Mr. Malone will also work closely with its financial and legal
advisors as the company continues an aggressive and thorough evaluation of its
strategic alternatives with the goal of maximizing shareholder value, as it
first announced on April 18, 2005. The Company has said that it has already
received expressions of interest from a number of parties and is actively
reviewing them.
Most recently, Mr. Malone was founding and managing partner of Qorval, LLC, a
financial and business restructuring firm based in Naples, Florida. In this
capacity, he assumed the role of Chief Executive Officer of several companies
including Mail Contractors Of America, Inc., Avborne, Inc. and Brown Jordan
International.
"I look forward to leading the company towards meeting its financial and
performance targets, while instilling confidence with customers, suppliers,
employees and shareholders," said Jim Malone. "Both the industry and today's
economy create some interesting challenges and I am excited about working with
the entire Cenveo team to realize the company's vision of becoming the solution
provider of choice for our customers."
Mr. Malone led the restructuring team at InaCom Corporation, a $5 billion public
company with over 10,000 employees that was a leading single-source provider of
information technology products and service to Fortune 1000 companies. In
addition, Mr. Malone's successful career includes CEO positions with Anchor
Glass Container Corporation, a leading glass container manufacturer; Grimes
Aerospace, a global provider of integrated avionics, engines, systems and
service solutions for the airlines industry; and Purolator Products Company.
Under Mr. Malone's leadership, Purolator's market capitalization grew from $12
million to $350 million.
Mr. Malone is a graduate of Indiana University in Bloomington, Indiana. He
currently serves on the boards of AmSouth Bancorporation (NYSE) in Birmingham,
AL and Ametek, Inc. (NYSE) in Paoli, PA.
ABOUT CENVEO
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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.
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.
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