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:
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[ ] Preliminary Proxy Statement [ ] CONFIDENTIAL, FOR USE OF THE
[ ] Definitive Proxy Statement COMMISSION ONLY (AS PERMITTED BY
[X] Definitive Additional Materials RULE 14a-6(e)(2))
[ ] Soliciting Material Under Rule 14a-12
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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)
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[CENVEO LOGO]
A MESSAGE FROM:
James R. Malone
President and Chief Executive Officer
August 19, 2005
Dear Fellow Stockholder:
I'm enclosing for your review a copy of Cenveo's recent press release announcing
the conclusion of your Board's review of strategic alternatives, and the
company's focus on executing its strategic plan.
I urge you not to let Mr. Burton disrupt the momentum we have created. Please
vote AGAINST Proposals 1 through 5 and FOR Cenveo's director nominees in
Proposal 6, by signing, dating and returning the enclosed GOLD proxy card today.
I will keep you informed about our progress. Meanwhile, please accept my sincere
appreciation for your continuing support.
Sincerely,
/s/ James R. Malone
P.S. Copies of our definitive proxy statement and all other SEC filings
including Cenveo's Investor Presentation are available on Cenveo's web site at
www.cenveo.com or on the SEC's web site at www.sec.gov. If you have any further
questions or need assistance in voting your shares, please contact our proxy
solicitor: Innisfree M&A Incorporated, toll-free at (888) 750-5834.
[CENVEO LOGO]
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FOR IMMEDIATE RELEASE INVESTORS:
Michel P. Salbaing
Senior Vice President & CFO
Cenveo, Inc.
303-790-8023
michel.salbaing@cenveo.com
MEDIA:
Kathy Hedin
Director of Communications
Cenveo, Inc.
303-566-7494
Abernathy MacGregor
Rhonda Barnat/Mike Pascale
212-371-5999
CENVEO CONCLUDES REVIEW OF STRATEGIC ALTERNATIVES
ENGLEWOOD, Co., August 15, 2005 - Cenveo(TM), Inc. (NYSE: CVO), one of North
America's leading providers of visual communications services, today announced
that after careful and thorough review of its strategic alternatives, including
expressions of interest from potential transaction partners, Cenveo's Board has
concluded that at this time the best alternative to maximize value for all
stockholders is to follow the strategic plan of initiatives to reduce operating
expenses, streamline management functions and increase top-line revenue growth,
now being implemented under the leadership of James R. Malone, Cenveo's newly
appointed chief executive officer. In reaching this conclusion the Board noted
that the Company has made significant progress on its strategic plan in a short
amount of time, particularly in reducing operating costs. The Board also noted
that it considered expressions of interest for the Company as a whole and for
its various businesses from potential transaction partners of up to but not
exceeding nine dollars per share.
The Cenveo Board remains open to exploring all value creating alternatives that
may be available to Cenveo in the future. "The industry is a consolidating
industry and at the right time, the Company plans to be part of that
consolidation," said Jim Malone.
"I joined Cenveo in June with the commitment to see that Cenveo is restored to
profitability," said Mr. Malone. "We have put in place an aggressive strategic
plan and I am pleased to say that our plan is working. We have already
identified $55 million in annualized cost savings that will be in place by
January 1, 2006, which we believe will put us on an EBITDA run rate of $190
million. And, we continue to identify additional areas for improvement.
"Cenveo has established considerable momentum in just a short period. All of us
look forward to continuing that momentum and doing everything we can to maximize
value for our stockholders."
ABOUT CENVEO
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
9,400 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.
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.
FORWARD-LOOKING STATEMENTS
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 2004 AND THE FIRST SIX MONTHS OF 2005, (4) THE MAJORITY OF
COMPANY'S SALES ARE NOT SUBJECT TO LONG-TERM CONTRACTS, (5) THE IMPACT OF A NEW
CEO AND CHANGES IN MANAGEMENT AND STRATEGIC DIRECTION THAT MAY BE MADE, (6) THE
IMPACT OF A SPECIAL SHAREHOLDERS' MEETING TO BE HELD SEPTEMBER 14, 2005 CALLED
BY A DISSIDENT SHAREHOLDER GROUP TO REPLACE THE CURRENT BOARD OF DIRECTORS, (7)
THE ABILITY TO EFFECTIVELY EXECUTE COST REDUCTION PROGRAMS AND MANAGEMENT
REORGANIZATIONS, (8) THE INDUSTRY IS EXTREMELY COMPETITIVE DUE TO OVER CAPACITY,
(9) THE IMPACT OF THE INTERNET AND OTHER ELECTRONIC MEDIA ON THE DEMAND FOR
ENVELOPES AND PRINTED MATERIAL, (10) POSTAGE RATES AND OTHER CHANGES IN THE
DIRECT MAIL INDUSTRY, (11) ENVIRONMENTAL LAWS MAY AFFECT THE COMPANY'S BUSINESS,
(12) THE ABILITY TO RETAIN KEY MANAGEMENT PERSONNEL, (13) COMPLIANCE WITH
RECENTLY ENACTED AND PROPOSED CHANGES IN LAWS AND REGULATIONS AFFECTING PUBLIC
COMPANIES COULD BE BURDENSOME AND EXPENSIVE, (14) THE ABILITY TO SUCCESSFULLY
IDENTIFY, MANAGE AND INTEGRATE POSSIBLE FUTURE ACQUISITIONS, (15) DEPENDENCE ON
SUPPLIERS AND THE COSTS OF PAPER AND OTHER RAW MATERIALS AND THE ABILITY TO PASS
PAPER PRICE INCREASES ONTO CUSTOMERS, (16) THE ABILITY TO MEET CUSTOMER DEMAND
FOR ADDITIONAL VALUE-ADDED PRODUCTS AND SERVICES, (17) CHANGES IN INTEREST RATES
AND CURRENCY EXCHANGE RATES OF THE CANADIAN DOLLAR, (18) THE ABILITY TO MANAGE
OPERATING EXPENSES, (19) THE RISK THAT A DECLINE IN BUSINESS VOLUME OR
PROFITABILITY COULD RESULT IN A FURTHER IMPAIRMENT OF GOODWILL, AND (20) THE
ABILITY TO TIMELY OR ADEQUATELY RESPOND TO TECHNOLOGICAL CHANGES IN THE
COMPANY'S INDUSTRY.
THESE RISKS AND UNCERTAINTIES ARE ALSO 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 WEBSITE AT HTTP://WWW.CENVEO.COM .
USE OF NON-GAAP MEASURES
EBITDA (EARNINGS BEFORE INTEREST, TAXES, DEPRECIATION AND AMORTIZATION) SHOULD
NOT BE CONSIDERED AS AN ALTERNATIVE TO ANY MEASURE OF OPERATING RESULTS AS
PROMULGATED UNDER ACCOUNTING PRINCIPLES GENERALLY ACCEPTED (GAAP) IN THE UNITED
STATES (SUCH AS OPERATING INCOME OR NET INCOME), NOR SHOULD IT BE CONSIDERED AS
AN INDICATOR OF OUR OVERALL FINANCIAL PERFORMANCE. CENVEO USES EBITDA INTERNALLY
TO EVALUATE AND MANAGE THE COMPANY'S OPERATIONS. EBITDA DOES NOT FULLY CONSIDER
THE IMPACT OF INVESTING OR FINANCING TRANSACTIONS AS IT SPECIFICALLY EXCLUDES
DEPRECIATION AND INTEREST CHARGES, WHICH SHOULD ALSO BE CONSIDERED IN THE
OVERALL EVALUATION OF RESULTS.
ADDITIONALLY, OUR METHOD OF CALCULATING EBITDA MAY BE DIFFERENT FROM THE METHOD
USED BY OTHER COMPANIES AND THEREFORE COMPARABILITY MAY BE LIMITED. EBITDA HAS
NOT BEEN PROVIDED AS A MEASURE OF LIQUIDITY.
WE USE EBITDA AS A SUPPLEMENTAL MEASURE OF PERFORMANCE BECAUSE WE BELIEVE IT
GIVES THE READER A MORE COMPLETE UNDERSTANDING OF OUR OPERATING RESULTS BEFORE
THE IMPACT OF INVESTING AND FINANCING TRANSACTIONS.
THIS PRESS RELEASE IS BASED IN PORTION ON MANAGEMENT'S ESTIMATE OF EBITDA FOR
THE YEAR ENDED DECEMBER 31, 2005 . MANAGEMENT BELIEVES THE MOST DIRECTLY
COMPARABLE GAAP MEASURE WOULD BE NET INCOME. DUE TO THE DIFFICULTY IN
FORECASTING AND QUANTIFYING THE AMOUNTS THAT WOULD BE REQUIRED TO BE INCLUDED IN
THIS COMPARABLE GAAP MEASURE, THE COMPANY IN NOT PROVIDING AN ESTIMATE OF
YEAR-END NET INCOME AT THIS TIME. CENVEO EXPECTS CERTAIN KNOWN GAAP CHARGES FOR
2005 , SUCH AS $5.1 MILLION OF AMORTIZATION OF PURCHASED INTANGIBLES, INTEREST
EXPENSE OF $73.3 MILLION AND DEPRECIATION OF $47.7 MILLION. OTHER GAAP CHARGES
EXCLUDED FROM THE ESTIMATED EBITDA ARE POSSIBLE, BUT THEIR AMOUNTS ARE DEPENDENT
ON NUMEROUS FACTORS THAT WE CURRENTLY CANNOT ASCERTAIN WITH SUFFICIENT CERTAINTY
OR ARE PRESENTLY UNKNOWN. THESE GAAP CHARGES, SUCH AS POTENTIAL ASSET IMPAIRMENT
CHARGES, POTENTIAL RESTRUCTURING COSTS OR POTENTIAL TAX VALUATION ALLOWANCES ARE
DEPENDENT UPON FUTURE EVENTS AND VALUATIONS THAT HAVE NOT YET BEEN PERFORMED.