DFAN14A
DFAN14A
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
|X| Definitive Additional Materials
|_| Soliciting Material Pursuant to §240.14a-12
CENVEO, INC.
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(Name of Registrant Specified in Its Charter)
BURTON CAPITAL MANAGEMENT, LLC
GOODWOOD INC.
1354037 ONTARIO 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:
BURTON CAPITAL MANAGEMENT / GOODWOOD, INC
Voting Instructions
for
The Special Meeting of Shareholders
of
CENVEO, INC.
If your shares are held through a custodian bank or brokerage firm, you can
execute your vote by any of the four following methods:
1. VOTE BY MAIL - Please sign, date and return the WHITE proxy ballot in the
postage-paid return envelope. ALSO, PLEASE FAX A COPY OF THE EXECUTED
BALLOT TO OUR PROXY SOLICITOR, D.F. KING & CO., INC., AT (212) 709-3279.
2. VOTE BY THE INTERNET - Please go to the ADP Proxy Services website
WWW.PROXYVOTE.COM. Have your 12-digit control number listed on the WHITE
proxy ballot available and follow the simple instructions. ALSO, PLEASE
FAX A COPY OF THE EXECUTED BALLOT TO OUR PROXY SOLICITOR, D.F. KING &
CO., INC., AT (212) 709-3279.
3. VOTE BY TELEPHONE - Please call toll-free (800) 454-8683. Have your
12-digit control number listed on the WHITE proxy ballot available and
follow the simple instructions. ALSO, PLEASE FAX A COPY OF THE EXECUTED
BALLOT TO OUR PROXY SOLICITOR, D.F. KING & CO., INC., AT (212) 709-3279.
4. CALL YOUR CUSTODIAN BANK OR BROKERAGE FIRM - Instruct the person
responsible for your account at your custodial bank or brokerage firm and
instruct that person to vote ALL of your shares on the WHITE proxy ballot
for ALL of Burton Capital / Goodwood proposals. ALSO, PLEASE FAX A COPY OF
THE EXECUTED BALLOT TO OUR PROXY SOLICITOR, D.F. KING & CO., INC., AT
(212) 709-3279.
IF YOU HAVE ANY QUESTIONS, OR NEED ASSISTANCE IN VOTING, PLEASE DO NOT HESITATE
TO CALL EDWARD MCCARTHY AT (212) 493-6952 OR RICHARD GRUBAUGH AT (212) 493-6950.
VOTE FOR CHANGE. VOTE TO REPLACE THE DIRECTORS WHO HAVE SO BADLY FAILED US.
AFTER RECEIVING YOUR WHITE PROXY CARD AND PROXY STATEMENT, VOTE "FOR" THE
ELECTION OF OUR SLATE OF DIRECTORS, AND EACH OF OUR OTHER PROPOSALS, BY SIGNING,
DATING AND RETURNING THE WHITE PROXY CARD IN THE SELF-ADDRESSED, POSTAGE-PAID
ENVELOPE PROVIDED.
FOR FURTHER INFORMATION, PLEASE VISIT OUR WEBSITE AT WWW.CHANGEATCENVEO.COM. IF
YOU HAVE ANY QUESTIONS, PLEASE CALL D.F. KING & CO., INC. TOLL FREE AT (800)
967-7921. BANKS AND BROKERS MAY CALL COLLECT AT (212) 269-5550.
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
These voting instructions are not a proxy statement. On August 9, 2005, BCM and
Goodwood filed a definitive 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 ADVISE SECURITYHOLDERS TO READ THEIR PROXY STATEMENT BECAUSE IT
CONTAINS IMPORTANT INFORMATION.
The proxy statement of BCM and Goodwood and other relevant documents are
available for free at www.sec.gov. You may also obtain a free copy of BCM and
Goodwood's definitive proxy statement by contacting D.F. King & Co., Inc. at
(800) 967-7921 (toll-free).