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
[X] Definitive Additional Materials
[ ] 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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2) Aggregate number of securities to which transaction applies:
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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):
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4) Proposed maximum aggregate value of transaction:
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5) Total fee paid:
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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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2) Form Schedule or Registration Statement No.:
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3) Filing Party:
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4) Date Filed:
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CENVEO NEWS
WEEKLY NEWS FOR ALL CENVEO EMPLOYEES
AUGUST 15, 2005
A LOOK INSIDE THE SPECIAL MEETING PROXY PROCESS
MANY EMPLOYEES HAVE ASKED FOR MORE INFORMATION ABOUT THE UPCOMING SPECIAL
MEETING AND HOW A "PROXY CONTEST" WORKS. THE FOLLOWING SUMMARIZES KEY ASPECTS OF
THE PROXY VOTING PROCESS.
WHEN IS THE SPECIAL MEETING AND WHO CAN VOTE?
As many of you know, a Special Meeting of Cenveo Stockholders is scheduled
to be held on September 14, 2005. All Stockholders, including employees, who
owned Cenveo stock at the close of business July 18, 2005, are eligible to vote
their shares at the Meeting.
HOW DO STOCKHOLDERS VOTE?
Stockholders can vote their shares in either of two ways: (1) by casting a
ballot in person at the stockholders' meeting or (2) by voting by "proxy", which
means signing and returning a "proxy card" that authorizes a representative to
vote your shares for you according to your instructions. Since only a small
percentage of stockholders typically attend a meeting, the majority of votes are
submitted by proxy. Please note that employees holding shares through the
Cenveo, Inc. 401(k) Savings Retirement Plan MUST vote their shares through the
Plan's Trustee as described below, and will not be able to vote by ballot at the
Meeting.
HOW ARE PROXY VOTES RETURNED?
Proxy votes are generally returned in one of three ways, depending on the type
of account in which the shares are held:
o Cenveo employees who hold shares through the 401(k) Savings & Retirement
Plan must return their proxy authorization card by mail to the Plan's
Trustee no
later than 5:00 p.m. on September 9, 2005. The Trustee will keep employee
vote instructions confidential.
o Registered stockholders (i.e., those stockholders who hold stock
certificates in their own name) must return their proxy cards in the
postage-paid envelope provided with the proxy card.
o Stockholders who own Cenveo stock in "Street-name", i.e., through a bank or
broker, must return their instructions to their bank or broker, following
the instructions provided by the bank or broker. Certain banks and brokers
provide for telephone and/or internet voting by Street-name holders.
THE "PROXY CONTEST" SOLICITATION PROCESS
The Special Meeting is referred to as a "proxy contest" because
stockholders will likely receive voting materials from two separate parties,
each seeking to win the vote at the Special Meeting:
o Cenveo recently mailed its proxy statement and GOLD proxy card to
stockholders. The proxy statement provides information on the proposals to
be voted on at the meeting. Management encourages you to read these
materials carefully and then vote the GOLD proxy card. Cenveo's Board of
Directors recommends that you vote AGAINST Proposals 1 through 5 and FOR
the current directors of Cenveo, who are our nominees for purposes of
Proposal 6.
o Stockholders may also receive proxy materials from the Burton group.
Burton's proxy cards are printed on white paper, distinguishing them from
Cenveo's GOLD proxy cards. We recommend that you do nothing with Burton's
white proxy card. If you have already returned a white proxy card in error,
you have every legal right to change your vote by signing, dating and
returning the GOLD proxy card.
Typically, both sides in a proxy contest will send multiple follow-up
letters to stockholders, each accompanied by an additional proxy card.
Consequently, you may receive a number of different mailings. We recommend that
you sign, date and return each GOLD proxy card that you receive, in order to
ensure that your shares are represented at the Special Meeting. Your shares will
not be counted twice--only your LATEST-DATED proxy card counts.
Cenveo senior management will also meet with many of its large investors in
order to encourage them to continue their support of the company.
DETERMINING THE FINAL VOTE RESULTS
Cenveo has retained an independent Inspector of Elections to tabulate the votes
and make sure that only validly executed votes are counted. At the Special
Meeting on September 14, both sides will submit the proxies they have received
on the GOLD or white cards to the Inspector. In addition, stockholders can vote
by ballot until the Chairman announces at the Meeting that the polls are closed.
The Inspector will then tabulate all proxies and ballots received and expect to
announce a preliminary tabulation result within a week after the stockholder
meeting. Both sides have the right to review the preliminary tabulation and
challenge it, if they think the Inspector has made an error. If a challenge is
made, the independent Inspector will rule on any votes in question. Once the
review and challenge process has been completed, the Inspector will certify the
final vote.
FOR FURTHER INFORMATION ON HOW TO VOTE, CALL THE FOLLOWING TOLL-FREE NUMBER AT
INNISFREE, THE COMPANY HANDLING THIS PROXY SOLICITATION: 888-750-5834.
IMPORTANT INFORMATION
On August 5, 2005, Cenveo, Inc. filed with the Securities and Exchange
Commission a definitive proxy statement on Schedule 14A in connection with a
special meeting of its shareholders. CENVEO'S SHAREHOLDERS ARE STRONGLY
ENCOURAGED TO READ CAREFULLY THE DEFINITIVE PROXY STATEMENT, BECAUSE IT CONTAINS
IMPORTANT INFORMATION.
Free copies of the definitive proxy statement are available at the SEC's web
site at www.sec.gov, at the Cenveo's web site at www.cenveo.com, or by directing
requests to Cenveo's proxy solicitor, Innisfree M&A Incorporated, toll free at
1-888 750-5834.