8-K 1 cenveo8k.txt 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 8, 2006 CENVEO, INC. -------------------------------------------------- (Exact Name of Registrant as Specified in Charter) Colorado 1-12551 84-1250533 ------------------------ ------------ ------------------- (State of Incorporation) (Commission (IRS Employer File Number) Identification No.) ONE CANTERBURY GREEN 201 BROAD STREET STAMFORD, CT 06901 ---------------------------------------- ---------- (Address of Principal Executive Offices) (Zip Code) Registrant's telephone number, including area code: (203) 595-3000 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): [ ] Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) [ ] Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) [ ] Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) [ ] Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) ITEM 7.01 REGULATION FD DISCLOSURE. On August 8, 2006, Cenveo, Inc. (the "Company") made an unsolicited proposal to acquire by way of a merger all of the outstanding common stock of Banta Corporation for $46 per share in cash. The proposal is subject to, among other things, confirmatory due diligence and negotiation of a mutually acceptable merger agreement. A copy of the press release describing the proposal is attached as Exhibit 99.1 and incorporated by reference herein. On August 8, 2006, the Company's Board of Directors waived its code of ethics in order to permit certain of its officers and directors and their affiliates to purchase stock of Banta Corporation. The Board made the waiver based on, among other things, that the Company generally does not make speculative investments in publicly traded companies, that none of the Company's officers and directors will make any such purchases until after the public announcement of the proposal and this waiver and that such purchases would have no adverse effect on the Company's proposed transaction. ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS. (c) Exhibits. Exhibit Number Description ------ ----------- 99.1 Press Release of Cenveo, Inc. dated August 9, 2006. 2 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. Date: August 9, 2006 CENVEO, INC. By: /s/ Sean S. Sullivan -------------------- Sean S. Sullivan Chief Financial Officer 3 EXHIBIT INDEX Exhibit Number Description ------ ----------- 99.1 Press Release of Cenveo, Inc. dated August 9, 2006