SCHEDULE 14A
(RULE 14A-101)
INFORMATION REQUIRED IN PROXY STATEMENT
(PROXY STATEMENT PURSUANT TO SECTION 14(A)
OF THE SECURITIES EXCHANGE ACT OF 1934)
Filed by the Registrant |_|
Filed by a party other than the Registrant |X|
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
|_| Definitive Additional Materials
|X| Soliciting Material Pursuant to ss.240.14a-12
CENVEO, INC.
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(Name of Registrant Specified in Its Charter)
BURTON CAPITAL MANAGEMENT, LLC
GOODWOOD INC.
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(Name of Person(s) Filing Proxy Statement, if Other Than Registrant)
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|X| No fee required
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previously. Identify the previous filing by registration statement number,
or the Form or Schedule and the date of its filing.
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CENVEO, INC. SHAREHOLDERS CALL SPECIAL MEETING TO REPLACE BOARD OF DIRECTORS
GREENWICH, CT; TORONTO, Ontario - June 10, 2005 -- Burton Capital Management,
LLC ("BCM"), Goodwood Inc. ("Goodwood") and certain other shareholders of
Cenveo, Inc. ("Cenveo") announced that they have called a special meeting of
Cenveo's shareholders. The principal purpose of the meeting is to replace the
existing directors of Cenveo. The nominees proposed for election as directors of
Cenveo are as follows:
Robert G. Burton, Sr. Michael W. (Max) Harris
Patrice M. Daniels Thomas W. Oliva
Leonard C. Green Robert T. Kittel
Mark J. Griffin
BCM and Goodwood believe that, over the past several years, Cenveo's current
board of directors has failed to make the decisions necessary to improve
Cenveo's performance and enhance shareholder value. BETWEEN JANUARY 1, 2000 AND
APRIL 7, 2005 (THE DATE OUR OWNERSHIP OF CENVEO'S COMMON STOCK WAS PUBLICLY
DISCLOSED), A PERIOD OF OVER FIVE YEARS, AN INVESTMENT IN CENVEO'S SHARES LOST
APPROXIMATELY 53% OF ITS VALUE. BCM AND GOODWOOD BELIEVE THIS IS COMPLETELY
UNACCEPTABLE.
For further information, please contact:
Robert G. Burton, Jr. Robert T. Kittel
President Partner
Burton Capital Management, LLC Goodwood Inc.
(203) 302-3707 (416) 203-2022
IMPORTANT INFORMATION
This press release is not a proxy statement. On June 10, 2005, BCM and Goodwood
filed a preliminary proxy statement with the Securities and Exchange Commission
relating to their solicitation of proxies from the shareholders of Cenveo with
respect to a special meeting of Cenveo's shareholders called to, among other
things, replace Cenveo's current board of directors. BCM and Goodwood will file
with the SEC, and will furnish to Cenveo's shareholders, a definitive proxy
statement and may file other proxy soliciting materials. BCM AND GOODWOOD ADVISE
SECURITYHOLDERS TO READ THEIR PROXY STATEMENT WHEN IT BECOMES AVAILABLE, BECAUSE
IT WILL CONTAIN IMPORTANT INFORMATION.
The proxy statement of BCM and Goodwood and other relevant documents will be
available for free at www.sec.gov. You may also obtain a free copy of BCM and
Goodwood's definitive proxy statement when it becomes available by contacting
D.F. King & Co., Inc. at (800) 967-7921 (toll-free). Detailed information
regarding the names, affiliation and interests of individuals who may be deemed
participants in the solicitation of proxies of Cenveo's shareholders by BCM and
Goodwood is provided below and is available in the soliciting materials on
Schedule 14A filed by BCM and Goodwood with the SEC.
INFORMATION REGARDING PARTICIPANTS
BCM, Goodwood and the following other persons may be deemed to be participants
in the solicitation of proxies in respect of the special meeting of Cenveo's
shareholders called by them: Robert G. Burton, Sr., Robert G. Burton, Jr.,
Michael G. Burton, Joseph P. Burton, Gina Zambrana, Donald Zegzdryn, Thomas
Oliva, Brendan Tobin, Colin Christ, Leonard C. Green, Stephen Winslow, Thomas
Higgins, 1354037 Ontario Inc., Goodwood Fund, Goodwood Capital Fund, Arrow
Goodwood Fund, The Goodwood Fund 2.0 Ltd., KBSH Goodwood Canadian Long/Short
Fund, Peter H. Puccetti, J. Cameron MacDonald, Robert T. Kittel, Michael W.
(Max) Harris, Patrice M. Daniels and Mark J. Griffin.
Additional information with respect to the beneficial ownership of Cenveo's
common stock by the foregoing persons is set forth in the preliminary proxy
statement filed by BCM and Goodwood with the SEC on June 10, 2005.