8-K

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): August 9, 2005

NASHUA CORPORATION

(Exact name of registrant as specified in its charter)

Massachusetts
(State or other jurisdiction
of incorporation) 1-05492
(Commission File Number) 02-0170100
(IRS Employer
Identification No.)

11 Trafalgar Square, Suite 201
Nashua, New Hampshire 03063
(Address of principal executive offices and zip code)

(603)880-2323
(Registrant’s telephone number, including area code)

Not Applicable
(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

TABLE OF CONTENTS

	Item 1.01. Entry into a Material Definitive Agreement
	Item 7.01. Regulation FD Disclosure
	Item 9.01. Financial Statements and Exhibits
SIGNATURES
Ex-10.1 Indemnification Agreement, dated as of February 11, 2004
Ex-99.1 Press Release issued by the Company on August 9, 2005

Item 1.01.  Entry into a Material Definitive Agreement

On February 11, 2004, Nashua Corporation, a Massachusetts corporation (“Nashua”), entered into an Indemnification Agreement with Katun Corporation (“Katun”) (the “Agreement”). The Agreement addresses the parties rights and responsibilities relative to the costs, expenses, fees and damages that may arise from all pending claims made by Ricoh Corporation in the lawsuit entitled Ricoh Co Ltd. et al. v. Katun Corp., et al., Case No. 03CV2612 (WHW), currently pending in the United States District Court for the District of New Jersey (the “Action”).

Under the Agreement, Katun will indemnify and hold Nashua harmless for monies owed as a result of any judgment rendered against Nashua in the Action. Katun and Nashua will be responsible for their own attorney’s fees and costs. Katun will also indemnify and hold Nashua harmless for monies to be paid to Ricoh or any other party pursuant to any settlement of the Action, provided that Katun has consented to the settlement.

A copy of the Agreement is attached to this Current Report on Form 8-K at Exhibit 10.1.

Item 7.01.  Regulation FD Disclosure

Nashua announced that on August 2, 2005, the United States District Court for the District of New Jersey issued an opinion and order in a patent infringement lawsuit filed by Ricoh Company Ltd. et al. against Nashua, Katun and General Plastics Industrial Co. The Court issued summary judgment that one of six Ricoh patents relating to toner bottles for use in photocopy machines (U.S. Patent No. 6,075,963) was not invalid as anticipated by certain prior art and was infringed by Nashua. In addition, the Court interpreted disputed terms of the six patents involved in the case. Nashua believes it is entitled to indemnification from Katun for monies owed as a result of any judgment rendered against Nashua in this litigation. Nashua previously announced that on April 1, 2005 it committed to a plan to exit the toner and developer business, which includes its Imaging Supplies segment, by March 31, 2006.

A copy of the press release is attached to this Current Report on Form 8-K at Exhibit 99.1.

Item 9.01.  Financial Statements and Exhibits

(c)	Exhibits
	See Exhibit Index attached hereto.

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SIGNATURES

     Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

	NASHUA CORPORATION
Date: August 9, 2005	By:	/s/ John L. Patenaude
		John L. Patenaude
		Vice President-Finance, Chief Financial Officer and Treasurer

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EXHIBIT INDEX

Exhibit
No.	Description
10.1	Indemnification Agreement, dated as of February 11, 2004 by and between Nashua Corporation and Katun Corporation
99.1	Press release issued by the Company on August 9, 2005

EX-10.1

Exhibit 10.1

INDEMNIFICATION AGREEMENT

     Katun Corporation (“Katun”) and Nashua Corporation (“Nashua”) (collectively, “the Parties”) hereby enter into this Indemnification Agreement (“Agreement”) to address the Parties’ rights and responsibilities relative to any costs, expenses, fees and damages that may arise from all pending claims made by Ricoh Corporation in the lawsuit entitled Ricoh Co Ltd. et al. v. Katun Corp., et al, Case No. 03CV2612(WHW), currently pending in the District of New Jersey (“the Action”). In so doing, this Agreement is intended to clarify the Parties’ obligations under the November 2000 Supply and Purchase Agreement (“Supply and Purchase Agreement”) and the April 10, 2001 Cartridge Agreement (the “Cartridge Agreement”). This Agreement covers this Action specifically. All other matters outside this Action shall be governed by the original language of said Agreements, and handled separately from this Agreement.

1. Katun will, to the maximum extent permitted by law, indemnify and hold harmless Nashua for any monies owed as a result of any judgment rendered against Nashua in the Action, including for damages, costs, attorneys’ fees and interest. Katun and Nashua will each be responsible for their own attorney’s fees and costs. Katun will also indemnify and hold harmless Nashua for any monies to be paid to Ricoh or any other party pursuant to any settlement of the Action, provided that Katun has consented to such settlement in writing.

2. Litigation counsel for Katun and Nashua shall use best efforts to coordinate defense of the Action (including pursuit of any counterclaims) such that counsel for Katun shall have primary responsibility for defending against the Action on behalf of both Katun and Nashua. Counsel for Nashua will provide support to counsel for Katun, primarily in connection with litigation events requiring the production of information from Nashua, such as document requests, interrogatories, or deposition notices directed to Nashua or its employees.

3. Katun shall not pursue any rights it may have under the Supply and Purchase Agreement or the Cartridge Agreement to indemnification from Nashua related to all pending claims made by Ricoh Corporation in the Action.

4. Each party shall retain the ability to take any and all actions necessary to protect its interests in the Action, subject to the provisions of Paragraph 1 of this Agreement.

KATUN CORPORATION	NASHUA CORPORATION
/s/ Signature Illegible	/s/ Robert S. Amrein
By:	By: Robert S. Amrein
	Vice President and General Counsel
	Date: February 11, 2004

EX-99.1

Exhibit 99.1

Contact: Andy Albert/John Patenaude
Nashua Corporation
847-318-1710/603-880-2145 Rich Coyle
Citigate Sard Verbinnen
212-687-8080

NASHUA CORPORATION ANNOUNCES OPINION
AND ORDER IN RICOH TONER LITIGATION

NASHUA, N.H., August 9, 2005 — Nashua Corporation (NYSE: NSH), a manufacturer and marketer of labels, thermal specialty papers and imaging products, today announced that on August 2, 2005, the United States District Court for the District of New Jersey issued an opinion and order in a patent infringement lawsuit filed by Ricoh Company Ltd. et al. against Nashua Corporation, Katun Corporation, and General Plastics Industrial Co. The Court issued summary judgment that one of six Ricoh patents relating to toner bottles for use in photocopy machines (U.S. Patent No. 6,075,963) was not invalid as anticipated by certain prior art and was infringed by Nashua Corporation (“Nashua”). In addition, the Court interpreted disputed terms of the six patents involved in the lawsuit.

On May 30, 2003 Ricoh Company, Ltd. and affiliated companies filed a complaint against several defendants, including the largest customer of Nashua’s Imaging Supplies segment, Katun Corporation, and General Plastics Industrial Co., a supplier to the Imaging Supplies segment. The complaint alleged multiple counts of patent infringement, trademark infringement and unfair competition by the defendants. On October 17, 2003, Ricoh amended the complaint and added Nashua as an additional co-defendant in the suit. The allegations arose from the sale and distribution of Ricoh compatible toner products. In the lawsuit, Ricoh seeks, among other things, damages as a result of alleged patent infringement, increased damages for willful infringement, attorney’s fees, and injunctive relief. On April 12, 2005, the District Court granted the defendants’ summary judgment motion dismissing the counts related to trademark infringement and unfair competition.

Nashua believes that it is entitled to indemnification from Katun for monies owed as a result of any judgment rendered against Nashua in this litigation, including for damages, costs, attorney’s fees and interest, as well as for monies paid to Ricoh in settlement of the Ricoh litigation, provided that Katun has consented to the settlement. Nashua and Katun are each responsible for their own attorney’s fees in connection with the litigation.

Nashua previously announced that on April 1, 2005 it committed to a plan to exit the toner and developer business, which is included in its Imaging Supplies segment, by March 31, 2006.

Andy Albert, Chairman, President and Chief Executive Officer said: “We are currently reviewing the Court’s opinion and evaluating its legal and business impact.”

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About Nashua

Nashua Corporation manufactures and markets a wide variety of specialty imaging products and services to industrial and commercial customers to meet various print application needs. The Company’s products include thermal coated papers, pressure-sensitive labels, colored copier papers, bond, point of sale, ATM and wide format papers, entertainment tickets, as well as toners, developers, and ribbons for use in imaging devices. Additional information about Nashua Corporation can be found at www.nashua.com.

Forward-looking Statements

This press release contains forward-looking statements as that term is defined in the Private Securities Litigation Reform Act of 1995. When used in this press release, the words “plan,” “should,” “will,” “expects,” “anticipates” and similar expressions are intended to identify such forward-looking statements. Such forward-looking statements are subject to risks and uncertainties, which could cause actual results to differ materially from those anticipated. Such risks and uncertainties include, but are not limited to, the Company’s future capital needs and resources, fluctuations in customer demand, intensity of competition from other vendors, timing and acceptance of new product introductions, delays or difficulties in programs designed to increase sales and profitability, general economic and industry conditions, the settlement of various tax issues, and other risks set forth in the Company’s filings with the Securities and Exchange Commission, and the information set forth herein should be read in light of such risks. In addition, any forward-looking statements represent the Company’s estimates only as of the date of this press release and should not be relied upon as representing the Company’s estimates as of any subsequent date. While the Company may elect to update forward-looking statements at some point in the future, the Company specifically disclaims any obligation to do so, even if its estimates change.