0001068800-11-000065.txt : 20110531 0001068800-11-000065.hdr.sgml : 20110530 20110531164105 ACCESSION NUMBER: 0001068800-11-000065 CONFORMED SUBMISSION TYPE: SC 13D PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 20110531 DATE AS OF CHANGE: 20110531 GROUP MEMBERS: ROBERT G. BURTON, SR. SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: CENVEO, INC CENTRAL INDEX KEY: 0000920321 STANDARD INDUSTRIAL CLASSIFICATION: COMMERCIAL PRINTING [2750] IRS NUMBER: 841250533 STATE OF INCORPORATION: CO FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D SEC ACT: 1934 Act SEC FILE NUMBER: 005-48887 FILM NUMBER: 11881894 BUSINESS ADDRESS: STREET 1: ONE CANTERBURY GREEN STREET 2: 201 BROAD STREET CITY: STAMFORD STATE: CT ZIP: 06901 BUSINESS PHONE: 2035953000 MAIL ADDRESS: STREET 1: ONE CANTERBURY GREEN STREET 2: 201 BROAD STREET CITY: STAMFORD STATE: CT ZIP: 06901 FORMER COMPANY: FORMER CONFORMED NAME: MAIL WELL INC DATE OF NAME CHANGE: 19950817 FORMER COMPANY: FORMER CONFORMED NAME: MAIL WELL HOLDINGS INC DATE OF NAME CHANGE: 19940328 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: Burton Capital Management, LLC CENTRAL INDEX KEY: 0001323899 IRS NUMBER: 331080843 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D BUSINESS ADDRESS: STREET 1: 100 NORTHFIELD STREET CITY: GREENWICH STATE: CT ZIP: 06830 BUSINESS PHONE: 203-302-3700 MAIL ADDRESS: STREET 1: 100 NORTHFIELD STREET CITY: GREENWICH STATE: CT ZIP: 06830 SC 13D 1 sched13d.htm sched13d.htm

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C.  20549
 
SCHEDULE 13D
 
Under the Securities Exchange Act of 1934
(Amendment No. 8)
 
Cenveo, Inc.
(Name of Issuer)
 
Common Stock
(Title of Class of Securities)
 
15670S105
(CUSIP Number)
 
May 17, 2011
(Date of Event Which Requires Filing of this Statement)
 
Burton Capital Management, LLC
c/o Cenveo, Inc.
One Canterbury Green
201 Broad Street
Stamford, CT  06901
Telephone: (203) 595-3000
Attn: Robert G. Burton, Jr.
 
with a copy to:
 
Hughes Hubbard & Reed LLP
One Battery Park Plaza
New York, NY  10004
Telephone:  (212) 837-6000
Attn:  Kenneth A. Lefkowitz
(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)
 
 
If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§ 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box  o .

 
 
 

SCHEDULE 13D
CUSIP No. 15670S105
  
Page 2 of 6

1
NAME OF REPORTING PERSONS
Burton Capital Management, LLC
S.S. or I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS
(Intentionally Omitted)
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*                 (a)  T
                                                                                                                                    (b)  £
3
SEC USE ONLY
4
SOURCE OF FUNDS
WC
5
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) £
6
CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH
7
SOLE VOTING POWER
2,987,005
8
SHARED VOTING POWER
0
9
SOLE DISPOSITIVE POWER
2,987,005
10
SHARED DISPOSITIVE POWER
0
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,987,005
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* £
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
4.8%
14
TYPE OF REPORTING PERSON*
OO (limited liability company)

 
 
 
SCHEDULE 13D
CUSIP No. 15670S105
  
Page 3 of 6



1
NAME OF REPORTING PERSONS
Robert G. Burton, Sr.
S.S. or I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS
(Intentionally Omitted)
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*           (a)  T
                                                                                                                              (b)  £
3
SEC USE ONLY
4
SOURCE OF FUNDS
OO
5
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) £
6
CITIZENSHIP OR PLACE OF ORGANIZATION
U.S.
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH
7
SOLE VOTING POWER
5,920,305
8
SHARED VOTING POWER
0
9
SOLE DISPOSITIVE POWER
5,920,305
10
SHARED DISPOSITIVE POWER
0
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
5,920,305
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* £
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
9.3%
14
TYPE OF REPORTING PERSON*
IN



 
 
 
SCHEDULE 13D
CUSIP No. 15670S105
  
Page 4 of 6


This Amendment (“Amendment No. 8”) is being jointly filed by each of the following persons pursuant to Rule 13d-1(k) of the Securities and Exchange Commission (the “Commission”) pursuant to Section 13 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”): Burton Capital Management, LLC, a Delaware limited liability company (“BCM”) and Robert G. Burton, Sr. (“Burton Sr.”). BCM and Burton Sr. are collectively referred to as the “Reporting Persons.”

This Amendment No. 8 amends the Schedule 13D originally filed with the Commission on April 7, 2005 (the “Original Schedule 13D”), and amended by Amendment No. 1 thereto, which was filed with the Commission on April 11, 2005 (“Amendment No. 1”), Amendment No. 2 thereto, which was filed with the Commission on May 26, 2005 (“Amendment No. 2”), Amendment No. 3 thereto, which was filed with the Commission on June 10, 2005 (“Amendment No. 3”), Amendment No. 4 thereto, which was filed with the Commission on August 25, 2005 (“Amendment No. 4”), Amendment No. 5 thereto, which was filed with the Commission on September 13, 2005 (“Amendment No. 5”), Amendment No. 6 thereto, which was filed with the Commission on September 27, 2007 (“Amendment No. 6”) and Amendment No. 7 thereto, which was filed with the Commission on May 15, 2009 (“Amendment No. 7”).  The Original Schedule 13D, as amended by Amendment No. 1, Amendment No. 2, Amendment No. 3, Amendment No. 4, Amendment No. 5, Amendment No. 6 and Amendment No. 7, is referred to as the “Schedule 13D.”

All terms used, but not defined, in this Amendment No. 8 are as defined in the Schedule 13D.  The summary descriptions (if any) contained herein of certain agreements and documents are qualified in their entirety by reference to the complete text of such agreements and documents filed as Exhibits hereto or incorporated herein by reference.

Item 3 of the Schedule 13D is amended and supplemented as follows:

Item 3.  Source and Amount of Funds or Other Consideration.

The total amount of funds used by the Reporting Persons to acquire the Common Stock reported as purchased by them in Item 5(c) was as follows:

Reporting Person
Shares
Reported
in Item 5(c)
Amount of
Funds*
Source of Funds
Burton Sr.
40,000
   $251,076
Personal funds
Burton Sr.
  4,224
      $27,500
Personal funds
Burton Sr.
  3,001
      $20,000
Personal funds
__________________
*  Including commissions.

Item 5 of the Schedule 13D is amended to read in its entirety as follows:

Item 5.  Interest in Securities of the Issuer

 (a) and (b)

Pursuant to Rule 13d-3 of the Exchange Act (“Rule 13d-3”), BCM beneficially owned 2,987,005 shares of Common Stock on May 17, 2011 (the “Reporting Date”), which was approximately 4.8% of the outstanding Common Stock on such date (assuming 62,788,130 shares
 
 
 
 
SCHEDULE 13D
CUSIP No. 15670S105
  
Page 5 of 6


outstanding on May 6, 2011, as set forth in the Issuer’s quarterly report on Form 10-Q for the quarter ended April 2, 2011, which was filed with the Commission on May 11, 2011).  All of such shares were owned of record by BCM.

Pursuant to Rule 13d-3, Burton Sr. beneficially owned 5,920,305 shares of Common Stock on the Reporting Date, which was approximately 9.3% of the outstanding Common Stock on such date (assuming 62,788,130 shares outstanding on May 6, 2011, as set forth in the Issuer’s quarterly report on Form 10-Q for the quarter ended April 2, 2011, which was filed with the Commission on May 11, 2011).  Of such shares, on the Reporting Date, 2,987,005 were owned of record by BCM, 737,500 shares were issuable upon exercise of outstanding stock options, and the remainder of such shares were owned by Burton Sr. in a joint account with his wife.  On the Reporting Date, Burton Sr. owned unvested options to purchase 37,500 shares of Common Stock that vest within 60 days of the Reporting Date, and 137,500 “restricted share units” that vest within 60 days of the Reporting Date.  On the Reporting Date, Burton Sr. also owned unvested options to purchase 75,000 shares of Common Stock that vest in two equal installments on July 1, 2012 and 2013; 75,000 “restricted share units” that vest on September 12, 2011; 200,000 “restricted share units” that vest in two equal installments on September 12, 2011 and 2012; 125,000 “restricted share units” that vest in two equal installments on July 1, 2012 and 2013; 225,000 “restricted share units” that vest in three equal installments on May 21, 2012, 2013 and 2014; and 300,000 “restricted share units” that vest in four equal installments on January 12, 2012, 2013, 2014 and 2015.
 
(c)           The following transactions were effected by the identified parties during the 60 days prior to the Reporting Date:

Reporting Person
Date
Transaction
Number
of Shares
Price Per
Share
  
Burton Sr.
5/17/11
Buy
40,000
$6.2769*
  
Burton Sr.
5/2/11
Buy
   4,224
$6.5094**
  
Burton Sr.
4/1/11
Buy
   3,001
$6.6629**
  
_______________
*
Average price per share for transaction effected on the NYSE.
**
Transaction was effected through Cenveo’s Employee Stock Purchase Plan.

Item 7 is amended and supplemented as follows:

Item 7.  Material to be Filed as Exhibits

Exhibit 1
Schedule 13D Joint Filing Agreement dated as of May 31, 2011 between the Reporting Persons.


 
 
 
SCHEDULE 13D
CUSIP No. 15670S105
  
Page 6 of 6


  SIGNATURES
After reasonable inquiry and to the best of our knowledge and belief, we certify that the information set forth in this statement is true, complete and correct.  Pursuant to Rule 13d-1(k)(1), each of the undersigned agrees that this statement is filed on behalf of each of us.

Dated:  May 31, 2011

   
 
BURTON CAPITAL MANAGEMENT, LLC
   
 
By:
 /s/ Robert G. Burton, Jr.
 
Name:      ROBERT G. BURTON, JR.
 
Its:            President

   
 /s/ Robert G. Burton, Sr.
 
                 ROBERT G. BURTON, SR.
   
 
 EX-1 2 ex1.htm ex1.htm

EXHIBIT 1

SCHEDULE 13D JOINT FILING AGREEMENT

In accordance with the requirements of Rule 13d-1(k) under the Securities Exchange Act of 1934, as amended, and subject to the limitations set forth therein, the parties set forth below agree to jointly file the Schedule 13D to which this joint filing agreement is attached, and have duly executed this joint filing agreement as of the date set forth below.

Dated:  May 31, 2011
 
BURTON CAPITAL MANAGEMENT, LLC
   
 
By:
 /s/ Robert G. Burton, Jr.
 
Name:         ROBERT G. BURTON, JR.
 
Its:               President

   
 /s/ Robert G. Burton, Sr.
 
                    ROBERT G. BURTON, SR.