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
[ ] Definitive Proxy Statement COMMISSION ONLY (AS PERMITTED
[ ] Definitive Additional Materials BY RULE 14A-6(e)(2))
[X] Soliciting Material Under Rule 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:________
(2) Aggregate number of securities to which transaction applies:___________
(3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11 (Set forth the amount on which the
filing fee is calculated and state how it was determined):_____________
(4) Proposed maximum aggregate value of transaction:_______________________
(5) Total fee paid:________________________________________________________
[ ] 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:________________________________________________
(2) Form, schedule or registration statement no.:__________________________
(3) Filing party:__________________________________________________________
(4) Date filed:____________________________________________________________
[Letterhead of Cenveo, Inc.]
James R. Malone
President and
Chief Executive Officer
July 21, 2005
Burton Capital Management, LLC
100 Northfield Street
Greenwich, CT 06830
Dear Sirs:
We have received your letter of July 18 in which you state your belief
that the election of your nominees in a contested proxy fight may not trigger
change-of-control provisions in Cenveo's debt instruments and severance
agreements, if the board takes certain actions. The simple fact is that you are
wrong. Cenveo has entered into contracts with bondholders and others which have
certain consequences in the event of a change in control (as defined) of Cenveo.
Election of your nominees to the Cenveo board in a contested proxy fight would
constitute such a change in control, and would impose upon Cenveo the
contractual obligations that were bargained for at arm's length with third
parties who have relied on Cenveo's promises in this regard. Indeed, the
election of your nominees is precisely the sort of change of control against
which these third parties sought and bargained for protection. The Cenveo board
does not approve of your nominees. It cannot pretend otherwise for the sole
purpose of depriving third-parties of their contractual rights, and will not be
party to your attempts to manipulate events in an attempt to do so.
Yours very truly,
/s/ James R. Malone
James R. Malone
President and
Chief Executive Officer
cc: Cenveo Board of Directors
14a-12 Disclosure
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The material contained in this filing is not a proxy statement. On July 12,
2005, Cenveo filed with the Securities and Exchange Commission a proxy statement
in connection with a special meeting of its shareholders. Cenveo will file with
the SEC, and will furnish to Cenveo shareholders, a definitive proxy statement
and may file other proxy soliciting materials. 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
http://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 is available in the preliminary proxy statement that Cenveo has
filed with the SEC, and 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.