0001068800-12-000105.txt : 20120921 0001068800-12-000105.hdr.sgml : 20120921 20120921163109 ACCESSION NUMBER: 0001068800-12-000105 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 20120921 DATE AS OF CHANGE: 20120921 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/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-48887 FILM NUMBER: 121104504 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: 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/A 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 SC 13D/A 1 schedule13d.htm schedule13d.htm


UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C.  20549
 
SCHEDULE 13D
 
Under the Securities Exchange Act of 1934
(Amendment No. 9)
 
Cenveo, Inc.
(Name of Issuer)
 
Common Stock
(Title of Class of Securities)
 
15670S105
(CUSIP Number)
 
September 7, 2012
(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)
  4.7%
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
  6,635,769
8
  SHARED VOTING POWER
  0
9
  SOLE DISPOSITIVE POWER
  6,635,769
10
  SHARED DISPOSITIVE POWER
  0
11
  AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
  6,635,769
12
  CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*  £
13
  PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
  10.3%
14
  TYPE OF REPORTING PERSON*
  IN



 
 

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


This Amendment (“Amendment No. 9”) 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. 9 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”), Amendment No. 7 thereto, which was filed with the Commission on May 15, 2009 (“Amendment No. 7”), and Amendment No. 8 thereto, which was filed with the Commission on May 31, 2011 (“Amendment No. 8”).  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, Amendment No. 7 and Amendment No. 8, is referred to as the “Schedule 13D.”

All terms used, but not defined, in this Amendment No. 9 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.
  85,000
 $190,540
Personal funds
Burton Sr.
  15,219
  $33,000
Personal funds
Burton Sr.
100,000
$202,330
Personal funds
Burton Sr.
  16,666
  $33,000
Personal funds

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 September 7, 2012 (the “Reporting Date”), which was approximately 4.7% of the outstanding Common Stock (assuming 63,594,368 shares outstanding
 
 
 
 

 
 
SCHEDULE 13D
  CUSIP No. 15670S105
 
  Page 5 of 6
 
on July 31, 2012, as set forth in the Issuer’s quarterly report on Form 10-Q for the quarter ended June 30, 2012, which was filed with the Commission on August 8, 2012).  All of such shares were owned of record by BCM.

Pursuant to Rule 13d-3, Burton Sr. beneficially owned 6,635,769 shares of Common Stock on the Reporting Date, which was approximately 10.3% of the outstanding Common Stock on such date (assuming 63,594,368 shares outstanding on July 31, 2012, as set forth in the Issuer’s quarterly report on Form 10-Q for the quarter ended June 30, 2012, which was filed with the Commission on August 8, 2012).  Of such shares, on the Reporting Date, 2,987,005 were owned of record by BCM, 612,500 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 no unvested options that vest within 60 days of the Reporting Date, and no “restricted share units” that vest within 60 days of the Reporting Date.  On the Reporting Date, Burton Sr. also owned unvested options to purchase 37,500 shares of Common Stock that vest in one installment on July 1, 2013; 62,500 “restricted share units” that vest on July 1, 2013; 150,000 “restricted share units” that vest in two equal installments on May 21, 2013 and 2014; and 225,000 “restricted share units” that vest in three equal installments on January 12, 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.
9/7/12
Buy
      85,000       $   2.242 *
Burton Sr.
9/5/12
Buy
      15,219       $ 2.1683 **
Burton Sr.
8/16/12
Buy
    100,000       $ 1.9933 *
Burton Sr.
8/1/12
Buy
      16,666       $     1.98 **
_______________
*
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 September 17, 2012 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:  September 17, 2012

   
 
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: September 17, 2012
 
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.