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)
Payment of Filing Fee (Check the appropriate box):
|X| No fee required
|_| Fee computed on table below per Exchange Act Rules 14a-6(i)(1) 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 by written preliminary materials:
|_| Check box if any part of the fee is offset as provided by Exchange Act Rule
0-11(a)(2) and identify 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:
July 18, 2005
Ms. Susan O. Rheney
Cenveo, Inc.
8310 South Valley Highway, #400
Englewood, Colorado 80112
Dear Susan:
We are extremely disappointed to hear from your attorneys that Cenveo's board of
directors has not yet approved of the election of our nominees at the special
meeting, which we requested to avoid the possibility that their election will
trigger certain "change of control" obligations described below. WE HAD
UNDERSTOOD THAT YOUR INTENT WAS TO GIVE SHAREHOLDERS A CHANCE TO SELECT A BOARD
OF THEIR CHOOSING TO RUN CENVEO. A LEVEL PLAYING FIELD IS REQUIRED IN ORDER TO
PERMIT SHAREHOLDERS TO MAKE SUCH A CHOICE. The approval we requested will
provide a level playing field, free of unnecessary distractions that are
unrelated to the choice presented at the special meeting. The democratic way is
to hold elections with a level playing field, and your refusal to approve our
request is another example of you and your board looking out for yourselves
instead of doing what is right.
As you know, we first tried to deal with this issue in a professional manner by
privately asking the board to make the required approval. We believed that a
private communication would allow the board to make a "face saving" decision.
Unfortunately, your continued refusal to grant our request leaves us no choice
but to publicize our concerns.
The only reason we can think of for your refusal is that the board is determined
to entrench its position. We believe that Cenveo's recent decision to adopt a
poison pill, amend its bylaws in a manner that permits the delay of special
meetings called by the holders of more than 10% of Cenveo's common stock, adopt
a "severance plan" for its senior top executives and engage a well-known
antitakeover firm, as well as your failure to provide us with all of the
information we requested to facilitate communications with shareholders, are
further evidence of entrenchment.
As you know, if a majority (or, in some cases, at least two-thirds) of Cenveo's
directors are not "continuing directors," Cenveo could suffer an "event of
default" under its senior secured credit facility, the holders of its senior
notes and senior subordinated notes would have the right to put their notes to
Cenveo and Cenveo could be required to make change of control payments under
certain of its severance arrangements. However, since persons whose nomination
or election to the board was approved by people who were directors when the
change of control provisions were adopted are deemed to be continuing directors,
we believe that the foregoing change of control obligations will not be
triggered if Cenveo's board of directors approves the election of our nominees.
We believe that the board has breached its fiduciary duties to shareholders by
taking actions to entrench itself and by failing to give the approval we have
requested. WE FURTHER BELIEVE THAT CENVEO HAS VIOLATED COLORADO LAW BY REFUSING
TO PROVIDE US WITH ALL OF THE INFORMATION WE REQUESTED TO FACILITATE
COMMUNICATIONS WITH SHAREHOLDERS. We reserve all of our rights if you do not
give the approval and information we have requested in order to protect the
choice that we are presenting to Cenveo's shareholders.
We are copying each board member and your advisors individually on this letter
to ensure that each director understands the gravity of the situation and
clearly understands that he will be held personally accountable for any actions
he may undertake that are not in the best interests of shareholders. We hope
that you will end your pattern of entrenchment and allow shareholders to decide
for themselves whom they would like to lead Cenveo going forward.
Also, I note that your July 11th Preliminary Proxy Statement says that we will
appoint my three sons to be members of Cenveo's management team if we win the
September 14th election. We have made no final determination about the members
of the management team we will put into place. However, there is a good
likelihood that one or more of my sons will have a role at Cenveo because of
their significant prior experience in the printing industry. Not surprisingly,
your Preliminary Proxy Statement neglected to mention my sons' printing
experience at World Color and Moore Corporation and that each of them, through
their investment in Burton Capital, own more stock than any current director of
Cenveo including yourself.
Where I come from this is called "putting your money where your mouth is."
As evidenced by your counsel's comments in the PRINTING IMPRESSIONS WEEKLY for
June 10, 2005, your advisors continue to tell Cenveo investors that we are not
interested in running Cenveo and are only interested in increasing the stock
price. As we have told you before, we are excited about the opportunity to
manage Cenveo. I will commit 100% of my time and efforts to turning Cenveo
around. We intend to bring back additional proven senior executive printing
talent to run Cenveo. We have a detailed plan to save this company and it is a
plan that we have used several times in the past, which we believe is realistic
and credible. AS OUR TRACK RECORD INDICATES, WE DELIVER WHAT WE PROMISE. The top
five printing executives that we hope join us at Cenveo, plus myself, have over
100 years of printing and publishing experience. As you know, neither you as
Chairman nor your new CEO have any (zero) direct operational printing
experience.
Very truly yours
/s/ Robert G. Burton, Sr.
Robert G. Burton, Sr.
Chairman, CEO and Managing Member
cc: BOARD OF DIRECTORS
Mr. Thomas E. Costello
Mr. Paul F. Kocourek
Mr. James R. Malone
Mr. Martin J. Maloney
Mr. David M. Olivier
Mr. Jerome W. Pickholz
Mr. Alister W. Reynolds
Mr. Wellington E. Webb
ROTHSCHILD, INC.
Mr. Rene-Pierre Azria
Mr. Roger Kimmel
WACHTELL, LIPTON, ROSEN & KATZ
Mr. Adam O. Emmerich
IMPORTANT INFORMATION
This letter is not a proxy statement. On July 8, 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.