DEFA14A
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington D.C. 20549
SCHEDULE 14A
(Rule 14a-101)
INFORMATION REQUIRED IN PROXY STATEMENT
SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of the
Securities
Exchange Act of 1934
Filed by the Registrant þ
Filed by a Party other than the
Registrant o
Check the appropriate box:
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o Preliminary
Proxy Statement
o Definitive
Proxy Statement
þ Definitive
Additional Materials
o Soliciting
Material Under Rule 14a-12 |
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o Confidential,
for Use of the Commission Only (as permitted by
Rule 14a-6(e)(2)) |
CENVEO, INC.
(Name of Registrant as Specified in its Charter)
(Name of Person(s) Filing Proxy Statement, if other than the
Registrant)
Payment of Filing Fee (Check the appropriate box):
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No fee required. |
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Fee computed on table below per Exchange Act
Rules 14a-6(i)(4) and 0-11. |
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Title of each class of securities to which transaction applies: |
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Aggregate number of securities to which transaction applies: |
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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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Proposed maximum aggregate value of transaction: |
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Fee paid previously with preliminary materials. |
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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. |
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(1) |
Amount previously paid: |
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Form, schedule or registration statement no.: |
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FOR IMMEDIATE RELEASE
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INVESTORS: |
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Michel P. Salbaing |
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Senior Vice President & CFO |
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Cenveo, Inc. |
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303-790-8023 |
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michel.salbaing@cenveo.com |
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MEDIA: |
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Kathy Hedin |
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Director of Communications |
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Cenveo, Inc. |
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303-566-7494 |
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Abernathy MacGregor |
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Rhonda Barnat/Mike Pascale |
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212-371-5999 |
CENVEO CEO JIM MALONE SENDS LETTER TO STOCKHOLDERS
Says We are moving in the right direction aggressively implementing cost-cutting and other initiatives
Calls on Stockholders to Reject Burton Proposals
ENGLEWOOD, Co., August 11, 2005 Cenveo, Inc. (NYSE: CVO) today sent a letter from James R.
Malone, President and Chief Executive Officer, to stockholders urging their support at the upcoming
Special Meeting of Stockholders, scheduled for September 14, 2005. A copy of the letter follows:
Dear Fellow Stockholder:
As the recently appointed President and Chief Executive Officer of Cenveo, I am writing to ask for
your support at the upcoming Special Meeting of Stockholders, scheduled for September 14, 2005.
At this critical time in Cenveos history, a dissident group led by Robert Burton has called a
Special Meeting seeking to replace your Board with his hand-picked nominees, and to install three
of Mr. Burtons children in senior management positions. Mr. Burton is attempting to take control
of your Company without giving you, the stockholders of Cenveo, any immediate value
in return. I urge you to reject Mr. Burtons proposals and to act now to protect the value of
your investment by signing, dating and returning the enclosed GOLD proxy card today.
We are moving in the right direction and are aggressively implementing cost-cutting and other
value-enhancing initiatives. Dont stop the progress we are making for you.
CENVEO IS MOVING IN THE RIGHT DIRECTION
Since being named as Chief Executive in June, I have worked closely with your Board and management
to see that changes necessary to restore Cenveo to profitability are successfully implemented. I
have a strong track record of delivering results and shareholder value and was hired to lead change
at Cenveo. At the same time, an aggressive and thorough review and evaluation of all strategic
alternatives available to the Companyincluding the possibility of a sale or mergeris ongoing.
I have spent many hours meeting with Cenveos stockholders, employees and customers around the
country. I am pleased to tell you that I have found enthusiasm about Cenveos future everywhere I
travel. Without question, Cenveo is a dynamic company with substantial prospects to enhance value
for all stockholders.
MY FOCUS IS ON STOCKHOLDER VALUE
With the full support of your Board, my first action upon taking office was to immediately
implement a critical analysis of Cenveos operations. You should know that we have already
identified $55 million in annualized cost savings that will be in place by January 1, 2006. We are
moving quickly to streamline management functions and reduce operating expenses, while working to
increase top-line revenue growth. At the same time, we have begun an operational transformation
that will improve the Companys ability to serve its clients, strengthen its position in the
industry, and in the end, maximize its value to you, its owners.
These initiatives include:
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Streamlining managementOur management realignment has put senior management in closer
touch with both operations and our customers. Reporting lines have been shortened, and
operating unit presidents now report directly to me. |
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Consolidating facilities and office spaceHeadquarters staff has been downsized and
overhead substantially reduced, with a move to smaller, less expensive office space planned
by year-end. |
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Discontinuing unnecessary programs and activitiesI have recently discontinued all
programs and activities that do not support Cenveos high level of corporate governance or
do not serve our customers. This cost reduction is in the best interest of our
stockholders and is being aggressively implemented. |
As a result of these initiatives, Cenveo expects to enter 2006 with an annual EBITDA run rate of
$190 million, a substantial upward adjustment.
MR. BURTONS PLAN
Mr. Burton has said that he has a detailed plan for Cenveo, yet continues to keep that plan
secret from investors. Furthermore, Mr. Burton and his group have not expressed any support for
Cenveos value-maximizing initiatives. From my perspective, it appears that Mr. Burton has no real
plan at all.
I urge you to consider your own best interests. Remember, Burton is not offering to pay a control
premium. He is not offering to buy your shares. Instead, he is seeking to gain control by
installing himself as chief executive officer, installing his associates as directors and his
children into important management positions. Election of his slate will trigger change of control
provisions in certain of our debt agreements at a substantial cost to the Company. I believe it is
essential that you reject Mr. Burtons effort to take over Cenveo without paying anything to its
stockholders. Instead, I urge you to support our efforts to maximize value for all
stockholders.
PROTECT THE VALUE OF YOUR INVESTMENT
VOTE THE GOLD PROXY TODAY!
The future of Cenveo is in your hands, and your vote is extremely important. I urge you to vote
AGAINST Proposals 1 through 5, and FOR Cenveos director nominees in Proposal 6, by
signing, dating and returning the enclosed GOLD proxy card today.
I urge you to disregard Mr. Burtons white proxy card. If you have previously returned a white
proxy card, you have every legal right to change your vote by signing, dating, and returning the
enclosed GOLD proxy card today. Only your latest-dated proxy counts.
On behalf of all members of the Cenveo team, thank you for your support. We look forward to
continuing to communicate with you in the coming weeks. Please be assured that with the support of
your Board and management team, I am fully committed to taking all steps necessary to protect and
enhance the value of your investment in Cenveo.
Sincerely,
James R. Malone
President and Chief Executive Officer
IMPORTANT
If your shares are held in your own name, please sign, date and return the
enclosed GOLD proxy card today. If your shares are held in Street-Name,
only your broker or bank can vote your shares and only upon your specific
instructions. Please return the enclosed GOLD proxy card to your broker or
bank and contact the person responsible for your account to ensure that a
GOLD proxy is voted on your behalf.
If you have any questions, or need assistance in voting your shares, please
contact the firm assisting us in the solicitation of proxies:
INNISFREE M&A INCORPORATED
501 Madison Avenue, 20th Floor
New York, New York 10022
TOLL-FREE: (888) 750-5834
Banks and Brokers call collect: (212) 750-5833
If you have any questions about our proxy solicitation or need additional information about the Cenveo
stockholder meeting, please call Innisfree M&A Incorporated at the phone numbers listed below.
501 Madison Avenue, 20th Floor
New York, NY 10022
STOCKHOLDERS CALL TOLL FREE: (888) 750-5834
BANKS AND
BROKERS CALL COLLECT: (212) 750-5833
YOUR VOTE IS VERY IMPORTANT
PLEASE SIGN, DATE AND RETURN THIS GOLD PROXY CARD
TODAY IN THE ENVELOPE PROVIDED, WHETHER OR NOT YOU PLAN TO
ATTEND THE SPECIAL MEETING.
6 PLEASE DETACH HERE AND RETURN 6
YOUR BOARD OF DIRECTORS RECOMMENDS
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VOTE AGAINST PROPOSALS 1 THROUGH 5.
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1.
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Amendment of Bylaws to Permit Stockholders
to Set Board of Directors Size
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AGAINST
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Repeal of Bylaws Requiring Vacancies to Be
Filled By Remaining Directors
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3.
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Removal Without Cause of All Persons
Currently Serving As Directors of Cenveo
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In the Event That Proposal 1 Passes, Set
Board of Directors Size to Seven Directors
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5.
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Repeal of Bylaw Amendments Passed
Following April 17, 2005
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AGAINST
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YOUR BOARD OF DIRECTORS RECOMMENDS
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VOTE FOR OUR NOMINEES IN PROPOSAL 6.
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In the Event That Proposal 3
Passes, Election of the
Following Director Nominees of
Cenveo: |
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Nominees are:
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1. Thomas E. Costello
2. Paul F. Kocourek
3. James R. Malone
4. Martin J. Maloney
5. David M. Olivier
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6. Jerome W. Pickholz
7. Alister W. Reynolds
8. Susan O. Rheney
9. Wellington E. Webb |
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FOR ALL |
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FOR ALL, except nominee(s) indicated below |
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WITHHOLD ALL |
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Date
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, 2005 |
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Signature |
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Signature |
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Title(s) |
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NOTE:
Please sign exactly as name or names appear on this proxy. Joint
owners should each sign personally. When signing as attorney,
executor, administrator trustee or guardian, please give your full
title as such. When signing as a corporation or a partnership, please
sign in the name of the entity by an authorized person.
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6PLEASE DETACH HERE AND RETURN6
GOLD PROXY CARD
CENVEO, INC.
SPECIAL MEETING OF STOCKHOLDERS
THIS PROXY IS SOLICITED ON BEHALF OF THE CENVEOS BOARD OF DIRECTORS
FOR THE SPECIAL MEETING OF STOCKHOLDERS ON SEPTEMBER 14, 2005.
The undersigned hereby appoints Susan O. Rheney, James R. Malone, and Mark L. Zoeller, and each of
them, as proxies, acting jointly and severally and with full power of substitution, for and in the
name of the undersigned to vote all shares of common stock of Cenveo, Inc. that the undersigned is
entitled to vote at the Special Meeting of Stockholders to be held on Wednesday, September 14,
2005, at 7:00 AM, local time, at The Manor House Restaurant, 1 Manor House Road, Littleton,
Colorado, or at any adjournments or postponements of the meeting, as directed, upon the matters set
forth in the Cenveo Proxy Statement and upon such other matters as may properly come before the
Special Meeting.
Signing, dating and returning Cenveos proxy card will have the effect of revoking any proxy card
you signed on an earlier date, and will constitute a revocation of all previously granted authority
to vote for every proposal included on any proxycard.
THIS PROXY WHEN PROPERLY EXECUTED WILL BE VOTED IN THE MANNER DIRECTED HEREIN. IF NO CHOICE IS
SPECIFIED WITH REGARD TO A PROPOSAL, AND THE PROXY IS SIGNED AND RETURNED, THEN THE PROXY WILL BE
VOTED AGAINST APPROVAL OF PROPOSALS 1 THROUGH 5 AND FOR THE CURRENT DIRECTORS OF CENVEO, WHO ARE
OUR NOMINEES FOR PURPOSES OF PROPOSAL 6, AND IN THE DISCRETION OF THE PROXIES THE PROXY WILL BE
VOTED ON ANY OTHER MATTERS AS MAY PROPERLY COME BEFORE THE SPECIAL MEETING.
(CONTINUED AND TO BE SIGNED AND DATED ON THE REVERSE SIDE)
About Cenveo, Inc.
Cenveo, Inc. (NYSE: CVO), www.cenveo.com, is one of North Americas 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 Companys
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 Magazines 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. Cenveos
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 SECs web site at www.sec.gov,
at the Cenveos web site at www.cenveo.com, or by directing requests to Cenveos 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
Companys strategic initiatives, (3) the ability to regain profitability after
substantial losses in 2004 and the first six months of 2005, (4) the majority
of Companys 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
Companys 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 Companys industry.
These risks and uncertainties are also set forth under Managements
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 Companys other SEC filings. A copy of the annual report is
available on the Companys website at http://www.cenveo.com .
None of
managements statements in this release should be considered an offer to sell or a solicitation of an offer to buy Cenveo securities.