0000902664-13-000798.txt : 20130214 0000902664-13-000798.hdr.sgml : 20130214 20130213211208 ACCESSION NUMBER: 0000902664-13-000798 CONFORMED SUBMISSION TYPE: SC 13G/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20130214 DATE AS OF CHANGE: 20130213 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 13G/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-48887 FILM NUMBER: 13605842 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: HIGHBRIDGE CAPITAL MANAGEMENT LLC CENTRAL INDEX KEY: 0000919185 IRS NUMBER: 133993048 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G/A BUSINESS ADDRESS: STREET 1: 9 WEST 57TH STREET STREET 2: 27TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10019 BUSINESS PHONE: 2122874900 MAIL ADDRESS: STREET 1: 9 WEST 57TH STREET STREET 2: 27TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10019 FORMER COMPANY: FORMER CONFORMED NAME: HIGHBRIDGE CAPITAL MANAGEMENT INC /NY DATE OF NAME CHANGE: 19980610 FORMER COMPANY: FORMER CONFORMED NAME: DUBIN & SWIECA ASSET MANAGEMENT INC DATE OF NAME CHANGE: 19950817 SC 13G/A 1 p13-0528sc13ga.htm CENVEO, INC. p13-0528sc13ga.htm

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
 
 
SCHEDULE 13G/A
 
Under the Securities Exchange Act of 1934
(Amendment No.1)*
 
Cenveo, Inc.
(Name of Issuer)
 
Common Stock, par value $0.01 per share
(Title of Class of Securities)
 
15670S105
(CUSIP Number)
 
December 31, 2012
(Date of event which requires filing of this statement)
 
 
Check the appropriate box to designate the rule pursuant to which this Schedule 13G is filed:
 
¨
Rule 13d-1(b)
x
Rule 13d-1(c)
¨
Rule 13d-1(d)
 
(Page 1 of 6 Pages)

______________________________
*The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter the disclosures provided in a prior cover page.
 
The information required in the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).
 

 
   

 
 

 
CUSIP No.  15670S105
 
13G/A
Page 2 of 6 Pages



     
1
NAMES OF REPORTING PERSONS
Highbridge Capital Management, LLC
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) ¨
(b) ¨
3
SEC USE ONLY
4
CITIZENSHIP OR PLACE OF ORGANIZATION
State of Delaware
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH
5
SOLE VOTING POWER
0
6
SHARED VOTING POWER
 $10,000,000 aggregate principal amount of 7.0% Senior Exchangeable Notes due 2017 convertible into 2,415,166 shares of Common Stock
 
99,449 shares of Common Stock
7
SOLE DISPOSITIVE POWER
0
8
SHARED DISPOSITIVE POWER
$10,000,000 aggregate principal amount of 7.0% Senior Exchangeable Notes due 2017 convertible into 2,415,166 shares of Common Stock
 
99,449 shares of Common Stock
9
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
$10,000,000 aggregate principal amount of 7.0% Senior Exchangeable Notes due 2017 convertible into 2,415,166 shares of Common Stock
 
99,449 shares of Common Stock
10
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
¨
11
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
3.80%
12
TYPE OF REPORTING PERSON
OO

 
   

 
 

 
CUSIP No.  15670S105
 
13G/A
Page 3 of 6 Pages



     
1
NAMES OF REPORTING PERSONS
Glenn Dubin
 
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) ¨
(b) ¨
3
SEC USE ONLY
4
CITIZENSHIP OR PLACE OF ORGANIZATION
United States
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH
5
SOLE VOTING POWER
0
6
SHARED VOTING POWER
 $10,000,000 aggregate principal amount of 7.0% Senior Exchangeable Notes due 2017 convertible into 2,415,166 shares of Common Stock
 
99,449 shares of Common Stock
7
SOLE DISPOSITIVE POWER
0
8
SHARED DISPOSITIVE POWER
$10,000,000 aggregate principal amount of 7.0% Senior Exchangeable Notes due 2017 convertible into 2,415,166 shares of Common Stock
 
99,449 shares of Common Stock
9
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
$10,000,000 aggregate principal amount of 7.0% Senior Exchangeable Notes due 2017 convertible into 2,415,166 shares of Common Stock
 
99,449 shares of Common Stock
10
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
¨
11
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
3.80%
12
TYPE OF REPORTING PERSON
IN



 
   

 
 

 
CUSIP No.  15670S105
 
13G/A
Page 4 of 6 Pages


This Amendment No. 1 (this “Amendment”) amends the statement on Schedule 13G filed on May 17, 2012 (as amended, the “Schedule 13G”), with respect to the shares of Common Stock, par value $0.01 per share (the “Common Stock”), of Cenveo, Inc., a Colorado corporation (the “Company”).  Capitalized terms used herein and not otherwise defined have the meanings set forth in the Schedule 13G. This Amendment amends and restates Items 2(a), 2(b), 2(c), 4(a), 4(b) and 5 in their entirety as set forth below.

Item 2(a).
NAME OF PERSON FILING:
Item 2(b).
ADDRESS OF PRINCIPAL BUSINESS OFFICE OR, IF NONE, RESIDENCE:
Item 2(c).
CITIZENSHIP:

 
This statement is filed by:
     
 
(i)
Highbridge Capital Management, LLC
40 West 57th Street, 33rd Floor
New York, New York 10019
Citizenship:  State of Delaware
   
 
(ii)
Glenn Dubin
c/o Highbridge Capital Management, LLC
40 West 57th Street, 33rd Floor
New York, New York 10019
Citizenship:  United States
   
 
The foregoing persons are hereinafter sometimes collectively referred to as the “Reporting Persons.”
 
Highbridge International LLC is no longer a Reporting Person.

Item 4.
OWNERSHIP.

Provide the following information regarding the aggregate number and percentage of the class of securities of the issuer identified in Item 1.

(a)           Amount beneficially owned:

As of the date hereof, (i) Highbridge Capital Management, LLC, as trading manager of Highbridge International LLC may be deemed to be the beneficial owner of the 2,415,166 shares of Common Stock issuable upon conversion of $10,000,000 aggregate principal amount of 7.0% Senior Exchangeable Notes due 2017 and the 99,449 shares of Common Stock held by Highbridge International LLC and (ii) Glenn Dubin, as the Chief Executive Officer of Highbridge Capital Management, LLC, may be deemed to be the beneficial owner of the 2,415,166 shares of Common Stock issuable upon conversion of $10,000,000 aggregate principal amount of 7.0% Senior Exchangable Notes due 2017 and the 99,449 shares of Common Stock held by Highbridge International LLC.
 

 
   

 
 

 
CUSIP No.  15670S105
 
13G/A
Page 5 of 6 Pages


(b)           Percent of class:

The percentages used herein and in the rest of this Schedule 13G are calculated based upon 63,762,268 shares of Common Stock issued and outstanding as of November 6, 2012, as disclosed in the Company’s Quarterly Report on Form 10-Q for the quarterly period ended September 29, 2012, filed with the Securities and Exchange Commission on November 7, 2012, and assumes the conversion of the reported 7.0% Senior Exchangeable Notes due 2017.  Therefore, as of the date hereof, based on the Company’s outstanding shares of Common Stock, each of Highbridge Capital Management, LLC and Glenn Dubin may be deemed to beneficially own approximately 3.80% of the outstanding shares of Common Stock of the Company.

The foregoing should not be construed in and of itself as an admission by any Reporting Person as to beneficial ownership of the shares of Common Stock held by Highbridge International LLC.  In addition, Glenn Dubin disclaims beneficial ownership of the shares of Common Stock held by Highbridge International LLC.

Item 5.
OWNERSHIP OF FIVE PERCENT OR LESS OF A CLASS.
 
 
If this statement is being filed to report the fact that as of the date hereof the reporting person has ceased to be the beneficial owner of more than 5 percent of the class of securities, check the following [X]



 
   

 
 

 
CUSIP No.  15670S105
 
13G/A
Page 6 of 6 Pages



SIGNATURES
 
After reasonable inquiry and to the best of our knowledge and belief, the undersigned certify that the information set forth in this statement is true, complete and correct.
 
DATED:  February 13, 2013

HIGHBRIDGE CAPITAL MANAGEMENT, LLC
 
 
By:  /s/ John Oliva            
Name: John Oliva
Title:   Managing Director
 
/s/ Glenn Dubin         
GLENN DUBIN