10-Q

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE

SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended September 27, 2008

Commission file number 1-12551

CENVEO, INC.

(Exact name of Registrant as specified in its charter.)

COLORADO	84-1250533
(State or other jurisdiction of incorporation or organization)	(I.R.S. Employer Identification No.)
ONE CANTERBURY GREEN 201 BROAD STREET
STAMFORD, CT	06901
(Address of principal executive offices)	(Zip Code)
203-595-3000
(Registrant’s telephone number, including area code)

Indicate by check mark whether the registrant (i) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the Registrant was required to file such reports), and (ii) has been subject to such filing requirements for the past 90 days. Yes x   No o

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer or a smaller reporting company. See the definitions of “large accelerated filer”, “accelerated filer”, and “smaller reporting company” in Rule 12b-2 of the Exchange Act.   Large accelerated filer o   Accelerated filer x   Non-accelerated filer o Smaller reporting company o

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes o  No x

As of November 3, 2008 the registrant had 54,191,897 shares of common stock outstanding.

PART I. FINANCIAL INFORMATION

Item 1.   Financial Statements

CENVEO, INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATED BALANCE SHEETS

(in thousands)

	September 27, 2008			December 29, 2007
Assets	(Unaudited)
Current assets:
Cash and cash equivalents	$	13,819		$	15,882
Accounts receivable, net		309,327			344,634
Inventories		165,916			162,908
Prepaid and other current assets		62,250			73,358
Total current assets		551,312			596,782
Property, plant and equipment, net		433,358			428,341
Goodwill		681,972			669,802
Other intangible assets, net		279,205			270,622
Other assets, net		29,557			37,175
Total assets	$	1,975,404		$	2,002,722
Liabilities and Shareholders’ Equity
Current liabilities:
Current maturities of long-term debt	$	16,477		$	18,752
Accounts payable		181,716			165,458
Accrued compensation and related liabilities		43,334			47,153
Other current liabilities		90,061			79,554
Total current liabilities		331,588			310,917
Long-term debt		1,359,522			1,425,885
Deferred income taxes		62,470			55,181
Other liabilities		100,855			111,413
Commitments and contingencies
Shareholders’ equity:
Preferred stock		—			—
Common stock		541			537
Paid-in capital		267,126			254,241
Retained deficit		(137,343	)		(148,939	)
Accumulated other comprehensive loss		(9,355	)		(6,513	)
Total shareholders’ equity		120,969			99,326
Total liabilities and shareholders’ equity	$	1,975,404		$	2,002,722

See notes to condensed consolidated financial statements.

1

CENVEO, INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

(in thousands, except per share data)

(Unaudited)

	Three Months Ended						Nine Months Ended
	September 27, 2008			September 29, 2007			September 27, 2008			September 29, 2007
				As Restated						As Restated
Net sales	$	522,705		$	550,601		$	1,581,534		$	1,462,275
Cost of sales		406,908			436,109			1,260,612			1,170,862
Selling, general and administrative		58,455			63,650			184,821			168,173
Amortization of intangible assets		2,293			2,819			6,747			7,245
Restructuring, impairment and other charges		6,873			20,312			22,047			32,094
Operating income		48,176			27,711			107,307			83,901
Gain on sale of non-strategic business		—			(189	)		—			(189	)
Interest expense, net		26,795			25,283			79,948			63,091
Loss (gain) on early extinguishment of debt		(371	)		51			3,871			9,256
Other expense (income), net		(695	)		899			429			2,065
Income from continuing operations before income taxes		22,447			1,667			23,059			9,678
Income tax expense (benefit)		10,060			(844	)		10,349			2,818
Income from continuing operations		12,387			2,511			12,710			6,860
(Loss) income from discontinued operations, net of taxes		(59	)		(810	)		(1,114	)		15,142
Net income	$	12,328		$	1,701		$	11,596		$	22,002
Income (loss) per share - basic:
Continuing operations	$	0.23		$	0.04		$	0.24		$	0.13
Discontinued operations		—			(0.01	)		(0.02	)		0.28
Net income	$	0.23		$	0.03		$	0.22		$	0.41
Income (loss) per share - diluted:
Continuing operations	$	0.23		$	0.04		$	0.23		$	0.12
Discontinued operations		—			(0.01	)		(0.02	)		0.28
Net income	$	0.23		$	0.03		$	0.21		$	0.40
Weighted average shares:
Basic		53,897			53,572			53,796			53,545
Diluted		54,174			54,531			53,994			54,614

See notes to condensed consolidated financial statements.

2

CENVEO, INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

(in thousands)

(Unaudited)

	Nine Months Ended
	September 27, 2008			September 29, 2007
				As Restated
Cash flows from operating activities:
Net income	$	11,596		$	22,002
Adjustments to reconcile net income to net cash provided by operating activities:
Gain on sale of discontinued operations, net of taxes		—			(15,962	)
Loss from discontinued operations, net of taxes		1,114			820
Depreciation and amortization, excluding non-cash interest expense		55,515			46,427
Non-cash interest expense, net		1,305			1,044
Loss on early extinguishment of debt		3,871			9,256
Stock-based compensation provision		12,940			7,166
Non-cash restructuring, impairment and other charges		5,124			17,153
Deferred income taxes		6,709			4,082
Gain on sale of non-strategic business		—			(189	)
Gain on sale of assets		(4,378	)		(383	)
Other non-cash charges, net		6,599			6,200
Changes in operating assets and liabilities, excluding the effects of acquired businesses:
Accounts receivable		35,590			(5,049	)
Inventories		(125	)		(14,890	)
Accounts payable and accrued compensation and related liabilities		5,718			(378	)
Other working capital changes		13,351			(13,156	)
Other, net		(5,515	)		(4,941	)
Net cash provided by continuing operating activities		149,414			59,202
Net cash provided by discontinued operating activities		—			2,198
Net cash provided by operating activities		149,414			61,400
Cash flows from investing activities:
Cost of business acquisitions, net of cash acquired		(47,151	)		(627,116	)
Capital expenditures		(37,782	)		(25,181	)
Acquisition payments		(3,653	)		(3,653	)
Proceeds from sale of property, plant and equipment		18,258			4,851
Proceeds from divestitures, net		—			226
Net cash used in investing activities of continuing operations		(70,328	)		(650,873	)
Proceeds from the sale of discontinued operations		—			73,628
Net cash used in investing activities		(70,328	)		(577,245	)
Cash flows from financing activities:
Repayment of senior unsecured loan		(175,000	)		—
(Repayments) borrowings under revolving credit facility, net		(65,200	)		92,500
Repayment of term loans		(5,400	)		(3,100	)
Repayment of term loan B		—			(324,188	)
Repayment of Cadmus revolving senior bank credit facility		—			(70,100	)
Repayment of 8⅜% senior subordinated notes		—			(20,880	)
Repayment of 9⅝% senior notes		—			(10,498	)
Repayments of other long-term debt		(16,535	)		(26,962	)
Payment of debt issuance costs		(5,297	)		(5,906	)
Payment of refinancing fees, redemption premiums and expenses		—			(8,045	)
Purchase and retirement of common stock upon vesting of RSUs		(1,055	)		(1,302	)
Tax liability from stock-based compensation		(873	)		—
Proceeds from issuance of 10½% senior notes		175,000			—
Proceeds from issuance of term loans		—			720,000
Proceeds from senior unsecured loan		—			175,000
Proceeds from issuance of other long-term debt		11,338			—
Proceeds from exercise of stock options		1,873			300
Net cash (used in) provided by financing activities		(81,149	)		516,819
Effect of exchange rate changes on cash and cash equivalents of continuing operations	­­—				180
Net (decrease) increase in cash and cash equivalents		(2,063	)		1,154
Cash and cash equivalents at beginning of period		15,882			10,558
Cash and cash equivalents at end of period	$	13,819		$	11,712

See notes to condensed consolidated financial statements.

3

CENVEO, INC. AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

1. Basis of Presentation

The accompanying unaudited condensed consolidated financial statements (the “Financial Statements”) of Cenveo, Inc. and subsidiaries (collectively, “Cenveo” or the “Company”) have been prepared in accordance with Rule 10-01 of Regulation S-X promulgated by the Securities and Exchange Commission (the “SEC”) and, therefore, do not include all information and footnotes necessary for a fair presentation of financial position, results of operations and cash flows in conformity with accounting principles generally accepted in the United States of America (“GAAP”). In the opinion of the Company, however, the Financial Statements contain all adjustments, consisting only of normal recurring adjustments, necessary to present fairly the Company’s financial position, results of operations and cash flows as of and for the three and nine month periods ended September 27, 2008. The results of operations for the three and nine month periods ended September 27, 2008 are generally not indicative of the results to be expected for the full year. These Financial Statements should be read in conjunction with the audited consolidated financial statements and notes thereto included in the Company’s Annual Report on Form 10-K for the fiscal year ended December 29, 2007 (the “Form 10-K”).

It is the Company’s practice to close its quarters on the Saturday closest to the last day of the calendar quarter so that each quarter has the same number of days and 13 full weeks. The reporting periods ending on September 27, 2008 and September 29, 2007 consist of 13 weeks. Prior to fiscal 2008, the Company reported its results as ending on the calendar quarter end.

New Accounting Pronouncements

SFAS 157

In September 2006, the Financial Accounting Standards Board (the “FASB”) issued Statement of Financial Accounting Standard (“SFAS”) No. 157, Fair Value Measurements (“SFAS 157”), which defines fair value, establishes a framework for measuring fair value under GAAP, and expands disclosures about fair value measurements. SFAS 157 applies under other accounting pronouncements that require or permit fair value measurements and was effective for the Company on December 30, 2007. However, the FASB deferred the effective date of SFAS 157 until the beginning of the Company’s 2009 fiscal year, as it relates to fair value measurement requirements for nonfinancial assets and liabilities that are not remeasured at fair value on a recurring basis. These include goodwill, other nonamortizable intangible assets and unallocated purchase price for recent acquisitions. The Company’s adoption of SFAS 157 on December 30, 2007 did not have a material impact on its condensed consolidated financial statements.

The fair value framework requires the categorization of assets and liabilities into three levels based upon the assumptions (inputs) used to price the assets or liabilities. Level 1 provides the most reliable measure of fair value, whereas Level 3 generally requires significant management judgment. As of September 27, 2008, the Company’s only fair valued financial item under the scope of SFAS 157 is its liability for interest rate swaps, which are based on LIBOR index inputs and are categorized as Level 2. The Company’s interest rate swaps are valued using discounted cash flows, as no quoted market prices exist for the specific instruments. The primary inputs to the valuation are maturity and interest rate yield curves, specifically three-month LIBOR, using commercially available market sources.

SFAS 159

In February 2007, the FASB issued SFAS No. 159, Fair Value Option for Financial Assets and Financial Liabilities-Including an amendment of FASB Statement No. 115 (“SFAS 159”), which permits entities to choose to measure many financial instruments and certain other items at fair value. SFAS 159 was effective for the Company on December 30, 2007. The Company did not elect the fair value option for existing eligible items; therefore, SFAS 159 had no impact on the Company’s condensed consolidated financial statements as of December 30, 2007.

4

CENVEO, INC. AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

1. Basis of Presentation (Continued)

SFAS 141R

In December 2007, the FASB issued SFAS No. 141R, Business Combinations (“SFAS 141R”). SFAS 141R establishes revised principles and requirements for how the Company will recognize and measure assets and liabilities acquired in a business combination. SFAS 141R is effective for business combinations completed on or after the beginning of the Company’s 2009 fiscal year. The Company will adopt SFAS 141R at the beginning of its 2009 fiscal year, as required, and is currently evaluating the impact of such adoption on its financial statements.

SFAS 160

In December 2007, the FASB issued SFAS No. 160, “Noncontrolling Interests in Consolidated Financial Statements, an amendment of ARB No. 51” (“SFAS 160”). SFAS 160 establishes accounting and reporting standards for the noncontrolling interests in a subsidiary and for the deconsolidation of a subsidiary. SFAS 160 is effective at the beginning of the Company’s 2009 fiscal year. The Company is currently evaluating the impact of adopting SFAS 160.

SFAS 161

In March 2008, the FASB issued SFAS No. 161, “Disclosures about Derivative Instruments and Hedging Activities: an amendment of FASB Statement No. 133” (“SFAS 161”). SFAS 161 changes the disclosure requirements for derivative instruments and hedging activities and is effective at the beginning of the Company’s 2009 fiscal year. The Company is currently evaluating the impact of adopting SFAS 161.

2.  Restatement

During the fourth quarter of 2007, senior management became aware of unsupported accounting entries that were recorded by a plant controller who had responsibility for two of the Company’s envelope plants. As a result, the Company’s audit committee initiated an internal review conducted by outside counsel under the direction of the audit committee that was completed prior to the Form 10-K filing in March 2008 (Note 10). The review concluded that the accounting irregularities were isolated to those two envelope plants and were committed solely by that former plant controller.  The accounting irregularities included the recording of unsupported journal entries to enhance the plants’ financial results through a reduction of cost of sales and increases to accounts receivable and inventories and decreases to accounts payable and other current liabilities.  As a result, the Company recorded adjustments to restate its historical condensed consolidated financial statements for the three and nine month periods ended September 29, 2007, that decreased operating income by approximately $2.3 million and $4.4 million, respectively. As part of this restatement, the Company made an adjustment for an immaterial error in its statement of cash flows.

The following tables summarize the effects of the restatement on the line items included in the balance sheet, statements of operations and cash flows in the Company’s Form 10-Q for the quarter ended September 29, 2007.

Condensed consolidated balance sheet line items (in thousands):
	September 29, 2007
	As Reported			As Restated
Accounts receivable, net	$	345,858		$	344,179
Inventories		175,329			172,502
Prepaid and other current assets		48,384			49,388
Total current assets		585,561			582,059
Total assets		2,025,787			2,022,285
Accounts payable		169,846			171,857
Other current liabilities		88,054			87,413
Total current liabilities		334,440			335,810
Other liabilities		97,208			98,118
Retained deficit		(161,938	)		(167,720	)
Total shareholders' equity		87,474			81,692
Total liabilities and shareholders' equity		2,025,787			2,022,285

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CENVEO, INC. AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

2.  Restatement (Continued)

Condensed consolidated statements of operations line items (in thousands, except per share data):
	Three Months Ended September 29, 2007					Nine Months Ended September 29, 2007
	As Reported		As Restated			As Reported		As Restated
Cost of sales	$	433,774	$	436,109		$	1,166,483	$	1,170,862
Operating income		30,046		27,711			88,280		83,901
Income from continuing operations before taxes		4,002		1,667			14,054		9,678
Income tax expense (benefit)		160		(844	)		4,698		2,818
Income from continuing operations		3,842		2,511			9,356		6,860
Net income		3,032		1,701			24,498		22,002
Income per share – basic:
Continuing operations		0.07		0.04			0.18		0.13
Net income		0.06		0.03			0.46		0.41
Income per share – diluted:
Continuing operations		0.07		0.04			0.17		0.12
Net income		0.06		0.03			0.45		0.40

Condensed consolidated statement of cash flows line items (in thousands):
	Nine Months Ended
	September 29, 2007
	As Reported			As Restated
Net income	$	24,498		$	22,002
Accounts receivable		(5,542	)		(5,049	)
Inventories		(16,845	)		(14,890	)
Accounts payable and accrued compensation and related liabilities		(2,276	)		(378	)
Other working capital changes		(10,502	)		(13,156	)
Net cash provided by continuing operating activities		60,006			59,202
Net cash provided by discontinued operating activities		1,394			2,198

6

CENVEO, INC. AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

3. Stock-Based Compensation

Total share-based compensation expense recognized in selling, general and administrative expenses in the Company’s condensed consolidated statements of operations was $6.0 million and $12.9 million for the three and nine months ended September 27, 2008, respectively, and $2.5 million and $7.2 million for the three and nine months ended September 29, 2007, respectively.

As of September 27, 2008, there was approximately $35.4 million of total unrecognized compensation cost related to unvested share-based compensation grants, which is expected to be amortized over a weighted-average period of 1.8 years.

A summary of the Company’s outstanding stock options as of and for the nine month period ended September 27, 2008 is as follows:

	Options		Weighted Average Exercise Price		Weighted Average Remaining Contractual Term (In Years)	Aggregate Intrinsic Value(a) (In Thousands)
Outstanding at December 29, 2007	3,849,980		$	15.14
Granted	—			—
Exercised	(209,880	)		8.93		$	516
Forfeited	(474,125	)		17.50
Outstanding at September 27, 2008	3,165,975			15.19	4.2	$	136
Exercisable at September 27, 2008	1,727,225			13.98	4.1	$	136

__________________

(a) Intrinsic value for purposes of this table represents the amount by which the fair value of the underlying stock, based on the respective market prices at September 27, 2008 or, if exercised, the exercise dates, exceeds the exercise prices of the respective options.

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CENVEO, INC. AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

3. Stock-Based Compensation (Continued)

A summary of the Company’s outstanding stock options as of and for the nine month period ended September 29, 2007 is as follows:

	Options		Weighted Average Exercise Price		Weighted Average Remaining Contractual Term (In Years)	Aggregate Intrinsic Value(a) (In Thousands)
Outstanding at January 1, 2007	3,326,780		$	14.71
Granted	780,000			17.89
Exercised	(32,925	)		9.10		$	439
Forfeited	(80,000	)		20.55
Outstanding at September 29, 2007	3,993,855			15.26	5.2	$	25,435
Exercisable at September 29, 2007	1,246,355			12.91	5.0	$	10,875

__________________

(a) Intrinsic value for purposes of this table represents the amount by which the fair value of the underlying stock, based on the respective market prices at September 29, 2007 or, if exercised, the exercise dates, exceeds the exercise prices of the respective options.

8

CENVEO, INC. AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

3. Stock-Based Compensation (Continued)

A summary of the Company’s unvested restricted shares and RSUs as of and for the nine month period ended September 27, 2008 is as follows:

	Restricted Shares					RSUs
	Shares			Grant Date Fair Value		Shares			Grant Date Fair Value
Unvested at December 29, 2007		100,000		$	9.52		1,132,150		$	18.36
Granted		—			—		1,930,410			9.77
Vested		(50,000	)		9.52		(292,400	)		18.02
Forfeited		—			—		(113,750	)		19.03
Unvested at September 27, 2008		50,000			9.52		2,656,410			12.13

A summary of the Company’s unvested restricted shares and RSUs as of and for the nine month period ended September 29, 2007 is as follows:

	Restricted Shares					RSUs
	Shares			Grant Date Fair Value		Shares			Grant Date Fair Value
Unvested at January 1, 2007		150,000		$	9.52		607,150		$	19.19
Granted		—			—		761,750			17.89
Vested		(50,000	)		9.52		(173,900	)		20.55
Forfeited		—			—		—			—
Unvested at September 29, 2007		100,000			9.52		1,195,000			18.78

The total fair value of restricted shares and RSUs which vested during the nine month period ended September 27, 2008 was $0.5 million and $2.8 million, respectively, as of the respective vesting dates.  The total fair value of restricted shares and RSUs which vested during the nine month period ended September 29, 2007 was $0.9 million and $3.1 million, respectively, as of the respective vesting dates.

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CENVEO, INC. AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

4. Acquisitions

Rex

On March 31, 2008, the Company acquired all of the stock of Rex Corporation and its manufacturing facility (“Rex”). Rex was an independent manufacturer of premium and high-quality packaging solutions, with annual sales of approximately $40 million prior to its acquisition by the Company. The total cash consideration in connection with the Rex acquisition, excluding assumed debt of approximately $7.4 million, was approximately $43.1 million, including approximately $1.0 million of related expenses. The fair values of property, plant and equipment and other intangible assets were based on preliminary appraisals. The Rex acquisition preliminarily resulted in $8.2 million of goodwill, all of which is deductible for income tax purposes, and which was assigned entirely to the Company’s commercial printing segment. The acquired identifiable intangible assets, aggregating $13.8 million, include: (i) the Rex trademark of $9.3 million, which has been assigned an indefinite useful life due to the Company’s intention to continue using the Rex name, Rex’s long operating history and existing customer base and (ii) customer relationships of $4.5 million, which are being amortized over their estimated weighted average useful lives of 13 years. Rex’s results of operations and cash flows are included in the Company’s condensed consolidated statements of operations and cash flows from March 31, 2008. Pro forma results for the three and nine month periods ended September 27, 2008 and September 29, 2007, assuming the acquisition of Rex had been made on December 31, 2006, have not been presented since the effect would not be material.

Commercial Envelope

On August 30, 2007, the Company acquired all of the stock of Commercial Envelope.  Commercial Envelope was one of the largest envelope manufacturers in the United States, with approximately $160 million in annual revenues prior to its acquisition by the Company.  The total cash consideration in connection with the Commercial Envelope acquisition, excluding assumed debt of approximately $20.3 million, was approximately $213.3 million, including approximately $3.8 million of related expenses.

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CENVEO, INC. AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

4. Acquisitions (Continued)

Purchase Price Allocation

The following table summarizes the final allocation of the purchase price of Commercial Envelope to the assets acquired and liabilities assumed in the acquisition (in thousands):

	As of August 30, 2007
Current assets	$	42,008
Property, plant and equipment		36,757
Goodwill		99,719
Other intangible assets		87,770
Other assets		884
Total assets acquired		267,138
Current liabilities, excluding current portion of long-term debt		11,195
Long-term debt, including current maturities		20,277
Deferred income taxes		21,255
Total liabilities assumed		52,727
Net assets acquired		214,411
Less cash acquired		(1,114	)
Cost of Commercial Envelope acquisition, less cash acquired	$	213,297

The Commercial Envelope acquisition resulted in $99.7 million of goodwill, none of which is deductible for income tax purposes, and which was assigned entirely to the Company’s envelopes, forms and labels segment. Commercial Envelope’s results of operations and cash flows are included in the Company’s consolidated statements of operations and cash flows from August 30, 2007.

Pro Forma Operating Data

The following supplemental pro forma consolidated summary operating data of the Company for the three and nine month periods ended September 29, 2007 has been prepared by adjusting the historical data as set forth in the accompanying condensed consolidated statements of operations to give effect to the Commercial Envelope acquisition as if it had been consummated as of December 31, 2006 (in thousands, except per share amounts):

	Three Months Ended September 29, 2007					Nine Months Ended September 29, 2007
	As Restated		Pro Forma			As Restated		Pro Forma
Net sales	$	550,601	$	575,830		$	1,462,275	$	1,563,927
Operating income		27,711		28,400			83,901		96,522
Income (loss) from continuing operations		2,511		(1,968	)		6,860		6,596
Net income (loss)		1,701		(2,777	)		22,002		21,738
Income (loss) per share – basic:
Continuing operations		0.04		(0.04	)		0.13		0.13
Net income (loss)		0.03		(0.05	)		0.41		0.41
Income (loss) per share – diluted:
Continuing operations		0.04		(0.04	)		0.12		0.12
Net income (loss)		0.03		(0.05	)		0.40		0.40

The pro forma information is presented for comparative purposes only and does not purport to be indicative of the Company’s actual consolidated results of operations had the Commercial Envelope acquisition actually been consummated as of December 31, 2006, or of the Company’s expected future results of operations.

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CENVEO, INC. AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

4. Acquisitions (Continued)

ColorGraphics

On July 9, 2007, the Company acquired all of the stock of ColorGraphics. ColorGraphics was one of the largest commercial printers in the western United States, with annual revenues of approximately $170 million prior to its acquisition by the Company.  ColorGraphics prints annual reports, booklets, brochures, advertising inserts, direct mail and other corporate communication materials.  The total cash consideration in connection with the ColorGraphics acquisition, excluding assumed debt of approximately $28.6 million, was approximately $71.7 million, including approximately $0.9 million of related expenses. The ColorGraphics acquisition resulted in $38.7 million of goodwill, of which approximately $2.1 million is deductible for income tax purposes, and which was assigned entirely to the Company’s commercial printing segment. ColorGraphics’ results of operations and cash flows are included in the Company’s condensed consolidated statements of operations and cash flows from July 1, 2007. Pro forma results for the three and nine month periods ended September 29, 2007, assuming the acquisition of ColorGraphics had been made on December 31, 2006, have not been presented since the effect would not be material.

Cadmus

On March 7, 2007, the Company acquired all of the stock of Cadmus for $24.75 per share, by merging an indirect wholly owned subsidiary of Cenveo with and into Cadmus. As a result, Cadmus became an indirect wholly owned subsidiary of Cenveo. Following the merger, Cadmus was merged into Cenveo Corporation, a direct wholly owned subsidiary of the Company. Cadmus is one of the world’s largest providers of content management and print offerings to scientific, technical and medical journal publishers, one of the largest periodicals printers in North America, and a leading provider of specialty packaging and promotional printing products, with annual sales of approximately $450 million prior to its acquisition by the Company. The total cash consideration in connection with the Cadmus acquisition, excluding assumed debt of approximately $210.1 million, was approximately $248.7 million, consisting of: (i) $228.9 million of cash for all of the common stock of Cadmus, (ii) payments of $17.7 million for vested stock options and restricted shares of Cadmus and for change in control provisions in Cadmus’ incentive plans and (iii) $2.1 million of related expenses.

Purchase Price Allocation

The following table summarizes the final allocation of the purchase price of Cadmus to the assets acquired and liabilities assumed in the acquisition (in thousands):

	As of March 7, 2007
Current assets	$	96,942
Property, plant and equipment		136,268
Goodwill		229,450
Other intangible assets		111,600
Other assets		6,856
Total assets acquired		581,116
Current liabilities, excluding current portion of long-term debt		56,868
Long-term debt, including current maturities		210,063
Deferred income taxes		7,277
Other liabilities		58,201
Total liabilities assumed		332,409
Net assets acquired		248,707
Less cash acquired		—
Cost of Cadmus acquisition, less cash acquired	$	248,707

The Cadmus acquisition resulted in $229.5 million of goodwill, none of which is deductible for income tax purposes, and which was assigned entirely to the Company’s commercial printing segment. Cadmus’ results of operations and cash flows are included in the Company’s condensed consolidated statements of operations and cash flows from March 7, 2007.

12

CENVEO, INC. AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

4. Acquisitions (Continued)

Pro Forma Operating Data

The following supplemental pro forma consolidated summary operating data of the Company for the nine month period ended September 29, 2007 has been prepared by adjusting the historical data as set forth in the accompanying condensed consolidated statements of operations to give effect to the Cadmus acquisition as if it had been consummated as of December 31, 2006 (in thousands, except per share amounts):

	Nine Months Ended
	September 29, 2007
	As Restated		Pro Forma
Net sales	$	1,462,275	$	1,544,092
Operating income		83,901		87,226
Income from continuing operations		6,860		1,904
Net income		22,002		17,046
Income per share – basic:
Continuing operations		0.13		0.04
Net income		0.41		0.32
Income per share – diluted:
Continuing operations		0.12		0.03
Net income		0.40		0.31

The pro forma information is presented for comparative purposes only and does not purport to be indicative of the Company’s actual consolidated results of operations had the Cadmus acquisition actually been consummated as of December 31, 2006, or of the Company’s expected future results of operations.

Printegra

On February 12, 2007, the Company acquired all of the stock of Printegra, with annual sales of approximately $90 million prior to its acquisition by the Company. Printegra produces printed business communication documents regularly consumed by small and large businesses, including laser cut sheets, envelopes, business forms, security documents and labels. The final aggregate purchase price for Printegra was approximately $78.1 million, including $0.5 million of related expenses. Printegra’s results of operations and cash flows are included in the Company’s condensed consolidated statements of operations and cash flows from February 12, 2007.  Pro forma results for the nine month period ended September 29, 2007, assuming the acquisition of Printegra had been made on December 31, 2006, have not been presented since the effect would not be material.

Deferred Taxes

In connection with the acquisition of Commercial Envelope, the Company recorded a net deferred tax liability of $20.3 million relating to indefinite lived intangible assets, after considering the release of $21.5 million of existing valuation allowances against goodwill recorded.  In connection with the acquisition of ColorGraphics and Cadmus, the Company recorded a net deferred tax liability of $6.4 million and $1.5 million, respectively. In connection with the acquisition of Printegra, the Company recorded a net deferred tax liability of $7.4 million and released existing valuation allowances of a like amount against recorded goodwill.

13

CENVEO, INC. AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

4. Acquisitions (Continued)

Liabilities Related to Exit Activities

The Company recorded liabilities in the purchase price allocation in connection with its plans to exit certain activities of the above acquisitions. A summary of the activity recorded for these liabilities is as follows (in thousands):

	Lease Termination Costs			Employee Separation Costs			Other Exit Costs			Total
Liabilities recorded at December 29, 2007	$	3,453		$	495		$	351		$	4,299
Accruals, net		62			1,049			149			1,260
Payments		(883	)		(1,280	)		(430	)		(2,593	)
Balance at September 27, 2008	$	2,632		$	264		$	70		$	2,966

5. Discontinued Operations

On March 13, 2007, the Company sold its remaining 28.6% economic and voting interest in the Supremex Index Fund (the “Fund”) for $67.2 million and recorded a pre-tax gain of approximately $25.6 million. Income from discontinued operations for the nine months ended September 29, 2007 includes equity income of $2.2 million related to the Company’s retained interest in the Fund from January 1, 2007 through the March 13, 2007 date of sale.

The following table summarizes certain statement of operations data for discontinued operations (in thousands):

	Three Months Ended						Nine Months Ended
	September 27, 2008			September 29, 2007			September 27, 2008			September 29, 2007
Other (expense) income	$	—		$	—		$	(468	)	$	2,373
Income tax expense		59			810			646			2,295
Gain on sale of discontinued operations, net of taxes of $10,196, in the nine months ended September 29, 2007		—			—			—			15,064
(Loss) income from discontinued operations, net of taxes		(59	)		(810	)		(1,114	)		15,142

6. Inventories

Inventories by major category are as follows (in thousands):

	September 27, 2008		December 29, 2007
Raw materials	$	67,702	$	71,075
Work in process		32,241		34,875
Finished goods		65,973		56,958
	$	165,916	$	162,908

14

CENVEO, INC. AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

7. Property, Plant and Equipment

Property, plant and equipment are as follows (in thousands):

	September 27, 2008			December 29, 2007
Land and land improvements	$	21,567		$	23,734
Building and building improvements		110,790			109,673
Machinery and equipment		627,243			577,763
Furniture and fixtures		12,666			12,430
Construction in progress		13,032			18,664
		785,298			742,264
Accumulated depreciation		(351,940	)		(313,923	)
	$	433,358		$	428,341

In the third quarter of 2008, the Company sold a property for net proceeds of approximately $6.2 million and recorded a gain of approximately $1.9 million, which is included in selling, general and administrative. In the second quarter of 2008, the Company sold one of its envelope facilities for net proceeds of $11.5 million and entered into an operating lease for the same facility. In connection with the sale, the Company recorded a gain of $7.8 million, of which $2.3 million is included in cost of sales. The remaining gain was deferred and is being amortized on a straight-line basis over the seven year term of the lease as a reduction to rent expense in cost of sales.

8. Goodwill and Other Intangible Assets

The changes in the carrying amount of goodwill by reportable segment are as follows (in thousands):

	Envelopes, Forms and Labels		Commercial Printing			Total
Balance as of December 29, 2007	$	305,025	$	364,777		$	669,802
Acquisitions		5,859		6,683			12,542
Foreign currency translation		—		(372	)		(372	)
Balance as of September 27, 2008	$	310,884	$	371,088		$	681,972

Other intangible assets are as follows (in thousands):

	September 27, 2008							December 29, 2007
	Gross Carrying Amount		Accumulated Amortization			Net Carrying Amount		Gross Carrying Amount		Accumulated Amortization			Net Carrying Amount
Intangible assets with determinable lives:
Customer relationships	$	159,206	$	(27,995	)	$	131,211	$	153,806	$	(22,303	)	$	131,503
Trademarks and tradenames		21,011		(3,863	)		17,148		20,521		(3,251	)		17,270
Patents		3,028		(1,688	)		1,340		3,028		(1,487	)		1,541
Non-compete agreements		2,456		(1,552	)		904		2,316		(1,336	)		980
Other		768		(386	)		382		768		(360	)		408
		186,469		(35,484	)		150,985		180,439		(28,737	)		151,702
Intangible assets with indefinite lives:
Trademarks		127,500		—			127,500		118,200		—			118,200
Pollution credits		720		—			720		720		—			720
Total	$	314,689	$	(35,484	)	$	279,205	$	299,359	$	(28,737	)	$	270,622

15

CENVEO, INC. AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

8. Goodwill and Other Intangible Assets (Continued)

As of September 27, 2008, the weighted average remaining amortization period for customer relationships was 18 years, trademarks and tradenames was 25 years, patents was five years, non-compete agreements was three years and other was 27 years.

Total pre-tax amortization expense for the five years ending September 27, 2013 is estimated to be as follows: $9.5 million, $9.5 million, $9.3 million, $9.2 million and $9.0 million, respectively.

9. Long-Term Debt

Long-term debt was as follows (in thousands):

	September 27, 2008			December 29, 2007
Term loan, due 2013	$	709,700		$	715,100
7⅞% senior subordinated notes, due 2013		320,000			320,000
8⅜% senior subordinated notes, due 2014 ($104.1 million outstanding principal amount)		105,978			106,220
10½% senior notes, due 2016		175,000			—
Senior unsecured loan, due 2015		—			175,000
Revolving credit facility, due 2012		26,000			91,200
Other		39,321			37,117
		1,375,999			1,444,637
Less current maturities		(16,477	)		(18,752	)
Long-term debt	$	1,359,522		$	1,425,885

10½% Notes

On June 13, 2008, the Company issued $175.0 million aggregate principal amount of 10½% senior notes due 2016 (“10½% Notes”). The 10½% Notes were issued to Lehman Brothers Commercial Paper, Inc. upon the conversion of the Company’s $175.0 million senior unsecured loan due 2015 (the “Senior Unsecured Loan”).  The 10½% Notes were then sold to qualified institutional buyers in accordance with Rule 144A, and to certain non-U.S. persons in accordance with Regulation S under the Securities Act of 1933. The Company did not receive any net proceeds as a result of this transaction.

The 10½% Notes were issued pursuant to an indenture among the Company, certain guarantors and U.S. Bank National Association, as trustee. The 10½% Notes pay interest semi-annually on February 15 and August 15, commencing August 15, 2008. The 10½% Notes have no required principal payments prior to their maturity on August 15, 2016, constitute senior unsecured obligations and are guaranteed by the Company and substantially all of the Company’s North American subsidiaries.  The Company can redeem the 10½% Notes, in whole or in part, on or after August 15, 2012, at redemption prices ranging from 100% to 105¼%, plus accrued and unpaid interest.  In addition, at any time prior to August 15, 2011, the Company may redeem up to 35% of the aggregate principal amount of the notes originally issued at a redemption price of 110½% of the principal amount thereof, plus accrued and unpaid interest with the net cash proceeds of certain public equity offerings. Each holder of the 10½% Notes has the right to require the Company to repurchase such notes at a purchase price of 101% of the principal amount, plus accrued and unpaid interest thereon, upon the occurrence of certain events constituting a change in control of the Company. The 10½% Notes contain covenants, representations, and warranties substantially similar to the Company’s existing 7⅞% senior subordinated notes, due 2013 (“7⅞% Notes”) and 8⅜% senior subordinated notes, due 2014 (“8⅜% Notes”), and also include a senior secured debt to consolidated cash flow covenant.

16

CENVEO, INC. AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

9.  Long-Term Debt (Continued)

Upon the issuance of the 10½% Notes and the conversion of the Senior Unsecured Loan, the Company incurred a loss on early extinguishment of debt of $4.2 million, related to the previously unamortized debt issuance costs. The Company capitalized debt issuance costs of approximately $5.3 million, which are being amortized over the remaining life of the 10½% Notes.

Supplemental Indentures

The Company entered into supplemental indentures, dated April 16, 2008 and August 20, 2008 to the indenture dated June 15, 2004, among Cadmus, each of the subsidiary guarantors (as defined therein) and U.S. Bank National Association (as successor trustee to Wachovia Bank, National Association), as trustee, pursuant to which the 8⅜% Notes were issued. Simultaneously, the Company entered into supplemental indentures, dated April 16, 2008 and August 20, 2008 to the indenture dated February 4, 2004 among the Company, the guarantors named therein and U.S. Bank National Association, as trustee, pursuant to which the Company’s 7⅞% Notes were issued. Additionally, on August 20, 2008 the Company entered into a supplemental indenture among the Company, the guarantors named therein and U.S. Bank National Association, as trustee, pursuant to which the 10½% Notes were issued.  These supplemental indentures provide for the addition of acquisition subsidiaries as guarantors of the 8⅜%, 7⅞% and 10½% Notes.

As of September 27, 2008, the Company was in compliance with all covenants under its debt agreements.

Interest Rate Swaps

The Company enters into interest rate swap agreements to hedge interest rate exposure of notional amounts of its floating rate debt.  As of September 27, 2008 and December 29, 2007, the Company had $595.0 million of such interest rate swaps.  The Company’s hedges of interest rate risk were designated and documented at inception as cash flow hedges and are evaluated for effectiveness at least quarterly. Effectiveness of the hedges is calculated by comparing the fair value of the derivatives to hypothetical derivatives that would be a perfect hedge of floating rate debt. The accounting for gains and losses associated with changes in the fair value of cash flow hedges and the effect on the Company’s condensed consolidated financial statements will depend on whether the hedge is highly effective in achieving offsetting changes in fair value of cash flows of the liability hedged. As of September 27, 2008, the Company does not anticipate reclassifying any ineffectiveness into its results of operations for the next twelve months.

10. Restructuring, Impairment and Other Charges

The Company has two cost savings plans, the 2007 Cost Savings and Integration Plan and the 2005 Cost Savings and Restructuring Plan.

2007 Cost Savings and Integration Plan

In 2007, the Company formulated its preliminary cost savings and integration plan related to its acquisition of Commercial Envelope, ColorGraphics, Cadmus and Printegra. In connection with the implementation of this plan, during 2007, the Company closed its envelope plant in O’Fallon, Missouri, its forms plant in Girard, Kansas and commercial printing plants in San Francisco, California, Seattle, Washington, and Philadelphia, Pennsylvania and integrated these operations into acquired and other operations.  In the first nine months of 2008, the Company continued the implementation of cost savings initiatives throughout its operations and closed a commercial printing plant in St. Louis, Missouri. The Company anticipates further headcount reductions and plant closures.  The following tables and discussion present the details of the expenses recognized in the three and nine months ended September 27, 2008 and September 29, 2007 as a result of this plan.

17

CENVEO, INC. AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

10. Restructuring, Impairment and Other Charges (Continued)

Three months ended September 27, 2008

Restructuring and impairment charges for the three months ended September 27, 2008 were as follows (in thousands):

	Envelopes, Forms and Labels		Commercial Printing			Corporate		Total
Employee separation costs	$	881	$	2,939		$	60	$	3,880
Asset impairments		591		220			—		811
Equipment moving expenses		160		156			—		316
Lease termination expenses		196		210			63		469
Multi-employer pension withdrawal liability		—		(236	)		—		(236	)
Building clean-up and other expenses		218		712			—		930
Total restructuring and impairment charges	$	2,046	$	4,001		$	123	$	6,170

Nine months ended September 27, 2008

Restructuring and impairment charges for the nine months ended September 27, 2008 were as follows (in thousands):

	Envelopes, Forms and Labels		Commercial Printing			Corporate		Total
Employee separation costs	$	1,824	$	5,604		$	290	$	7,718
Asset impairments, net of gain on sale		1,103		653			—		1,756
Equipment moving expenses		232		241			—		473
Lease termination expenses		617		1,026			63		1,706
Multi-employer pension withdrawal liability		—		(236	)		—		(236	)
Building clean-up and other expenses		612		1,340			—		1,952
Total restructuring and impairment charges	$	4,388	$	8,628		$	353	$	13,369

Three Months Ended September 29, 2007

Restructuring and impairment charges for the three months ended September 29, 2007 were as follows (in thousands):

	Envelopes, Forms and Labels		Commercial Printing		Total
Employee separation costs	$	1,513	$	1,293	$	2,806
Asset impairments		1,139		2,721		3,860
Equipment moving expenses		386		670		1,056
Lease termination expenses		21		4,710		4,731
Building clean-up and other expenses		406		846		1,252
Total restructuring and impairment charges	$	3,465	$	10,240	$	13,705

18

CENVEO, INC. AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

10. Restructuring, Impairment and Other Charges (Continued)

Nine Months Ended September 29, 2007

Restructuring and impairment charges for the nine months ended September 29, 2007 were as follows (in thousands):

	Envelopes, Forms and Labels		Commercial Printing		Total
Employee separation costs	$	2,106	$	2,203	$	4,309
Asset impairments		3,834		3,758		7,592
Equipment moving expenses		603		670		1,273
Lease termination expenses		21		4,710		4,731
Multi-employer pension withdrawal liability		—		1,800		1,800
Building clean-up and other expenses		620		859		1,479
Total restructuring and impairment charges	$	7,184	$	14,000	$	21,184

A summary of the activity charged to the restructuring liabilities as a result of the 2007 Cost Savings and Integration Plan is as follows (in thousands):

	Lease Termination Costs			Employee Separation Costs			Pension Withdrawal Liabilities			Total
Balance at December 29, 2007	$	3,582		$	541		$	2,092		$	6,215
Accruals, net		1,706			7,718			(236	)		9,188
Payments		(1,344	)		(4,942	)		—			(6,286	)
Balance at September 27, 2008	$	3,944		$	3,317		$	1,856		$	9,117

2005 Cost Savings and Restructuring Plan

In the fourth quarter of 2007, the senior management team of Cenveo completed the implementation of its 2005 Cost Savings and Restructuring Plan that it initiated in September 2005, including the consolidation of the Company’s purchasing activities and manufacturing platform, corporate and field human resources reductions, streamlining information technology infrastructure and eliminating all discretionary spending.  The following tables and discussion present the details of the expenses recognized in the three and nine months ended September 27, 2008 and September 29, 2007, as a result of this plan.

Three months ended September 27, 2008

Restructuring and impairment charges for the three months ended September 27, 2008 were as follows (in thousands):

	Envelopes, Forms and Labels			Commercial Printing			Corporate		Total
Employee separation costs	$	9		$	(18	)	$	19	$	10
Asset impairments		—			26			—		26
Equipment moving expenses		—			48			—		48
Lease termination expenses		(35	)		144			68		177
Building clean-up and other expenses		224			194			24		442
Total restructuring and impairment charges	$	198		$	394		$	111	$	703

19

CENVEO, INC. AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

10. Restructuring, Impairment and Other Charges (Continued)

Nine months ended September 27, 2008

Restructuring and impairment charges for the nine months ended September 27, 2008 were as follows (in thousands):

	Envelopes, Forms and Labels			Commercial Printing			Corporate		Total
Employee separation costs	$	36		$	132		$	35	$	203
Asset impairments, net of gain on sale		—			(226	)		—		(226	)
Equipment moving expenses		—			510			—		510
Lease termination (income) expenses		(38	)		144			149		255
Building clean-up and other expenses		380			894			24		1,298
Total restructuring and impairment charges	$	378		$	1,454		$	208	$	2,040

Three Months Ended September 29, 2007

Restructuring and impairment charges for the three months ended September 29, 2007 were as follows (in thousands):

	Envelopes, Forms and Labels		Commercial Printing		Corporate		Total
Employee separation costs	$	441	$	1,171	$	87	$	1,699
Asset impairments, net of gain on sale		157		3,028		—		3,185
Equipment moving expenses		—		2		—		2
Lease termination expenses		23		414		31		468
Building clean-up and other expenses		48		1,141		64		1,253
Total restructuring and impairment charges	$	669	$	5,756	$	182	$	6,607

 Nine Months Ended September 29, 2007

Restructuring and impairment charges for the nine months ended September 29, 2007 were as follows (in thousands):

	Envelopes, Forms and Labels			Commercial Printing		Corporate		Total
Employee separation costs	$	1,790		$	2,163	$	188	$	4,141
Asset impairments, net of gain on sale		(341	)		3,041		—		2,700
Equipment moving expenses		761			140		—		901
Lease termination expenses		79			163		88		330
Building clean-up and other expenses		335			2,415		88		2,838
Total restructuring and impairment charges	$	2,624		$	7,922	$	364	$	10,910

A summary of the activity charged to the restructuring liabilities as a result of the 2005 Cost Savings and Restructuring Plan is as follows (in thousands):

	Lease Termination Costs			Employee Separation Costs			Pension Withdrawal Liabilities			Total
Balance at December 29, 2007	$	4,793		$	1,163		$	297		$	6,253
Accruals, net		255			203			—			458
Payments		(985	)		(1,302	)		(59	)		(2,346	)
Balance at September 27, 2008	$	4,063		$	64		$	238		$	4,365

Other Charges

In connection with the internal review conducted by outside counsel under the direction of the Company’s audit committee, the Company incurred a non-recurring charge in the first quarter of 2008 of approximately $6.7 million for professional fees.

20

CENVEO, INC. AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

11. Pension Plans

The components of the net periodic pension expense for the Company’s pension plans and other postretirement benefit plans are as follows (in thousands):

	Pension Plans						Postretirement Plans
	Three Months Ended						Three Months Ended
	September 27, 2008			September 29, 2007			September 27, 2008		September 29, 2007
Service cost	$	120		$	119		$	—	$	—
Interest cost		2,257			2,480			222		287
Expected return on plan assets		(2,656	)		(2,584	)		—		—
Net amortization and deferral		2			5			—		—
Recognized net actuarial loss		55			—			—		—
Net periodic pension (income) expense	$	(222	)	$	20		$	222	$	287

	Pension Plans						Postretirement Plans
	Nine Months Ended						Nine Months Ended
	September 27, 2008			September 29, 2007			September 27, 2008		September 29, 2007
Service cost	$	360		$	300		$	—	$	—
Interest cost		6,773			5,621			665		802
Expected return on plan assets		(7,969	)		(5,954	)		—		—
Net amortization and deferral		6			56			—		—
Recognized net actuarial loss		166			389			—		—
Net periodic pension (income) expense	$	(664	)	$	412		$	665	$	802

For the nine months ended September 27, 2008, the Company made contributions of $6.0 million to its pension plans and postretirement plans. The Company expects to contribute approximately $1.2 million to its pension plans and postretirement plans for the remainder of 2008.

12. Commitments and Contingencies

The Company is party to various legal actions that are ordinary and incidental to its business. While the outcome of pending legal actions cannot be predicted with certainty, management believes the outcome of these various proceedings will not have a material adverse effect on the Company’s consolidated financial condition or results of operations. See Note 15 in the Form 10-K.

13. Comprehensive Income (Loss)

A summary of comprehensive income (loss) is as follows (in thousands):

	Three Months Ended						Nine Months Ended
	September 27, 2008			September 29, 2007			September 27, 2008			September 29, 2007
Net income	$	12,328		$	1,701		$	11,596		$	22,002
Other comprehensive income (loss):
Unrealized gain (loss) on cash flow hedges, net of taxes		480			(8,890	)		9			(4,960	)
Currency translation adjustment		(1,361	)		2,318			(2,851	)		31
Comprehensive income (loss)	$	11,447		$	(4,871	)	$	8,754		$	17,073

As of September 27, 2008, the Company had a $15.7 million liability relating to unrealized losses on cash flow hedges which is included in other liabilities in its condensed consolidated balance sheet. In connection with the sale of its remaining investment in the Fund on March 13, 2007, the Company reclassified $5.5 million of currency translation adjustment into discontinued operations from other comprehensive income.

21

CENVEO, INC. AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

14.  Income per Share

Basic income per share is computed based upon the weighted average number of common shares outstanding for the period. Diluted income per share reflects the potential dilution that could occur if stock options, restricted stock and RSUs to issue common stock were exercised under the treasury stock method. The only Company securities as of September 27, 2008 that could dilute basic income per share for periods subsequent to September 27, 2008, that were not included in the computation of diluted earnings per share for the three and nine months ended September 27, 2008 are (i) outstanding stock options, which are exercisable into 3,144,758 and 3,102,157 shares, respectively, of the Company’s common stock and (ii) 2,450,880 and 2,572,048 shares, respectively, of restricted stock and RSUs.

The following table sets forth the computation of basic and diluted income per share (in thousands, except per share data):

	Three Months Ended						Nine Months Ended
	September 27, 2008			September 29, 2007			September 27, 2008			September 29, 2007
Numerator for basic and diluted income per share
Income from continuing operations	$	12,387		$	2,511		$	12,710		$	6,860
(Loss) income  from discontinued operations, net of taxes		(59	)		(810	)		(1,114	)		15,142
Net income	$	12,328		$	1,701		$	11,596		$	22,002
Denominator weighted average common shares outstanding:
Basic shares		53,897			53,572			53,796			53,545
Dilutive effect of stock options and RSUs		277			959			198			1,069
Diluted shares		54,174			54,531			53,994			54,614

Share Repurchase Plan

Cenveo’s Board of Directors authorized a $15 million share repurchase program of the Company’s common stock (the “Share Repurchase Plan”). The Share Repurchase Plan is effective for 12 months and may be limited or terminated at any time without prior notice. Share repurchases under the Share Repurchase Plan may be made through open-market and privately negotiated transactions within the governing limits of the Company’s credit agreement and bond indentures. The timing and actual number of shares, if any, the Company actually repurchase will depend on a variety of factors including price, Company and/or regulatory requirements, and market conditions.

15. Segment Information

The Company operates in two segments: envelopes, forms and labels and commercial printing. The envelopes, forms and labels segment specializes in the design, manufacturing, printing and fulfillment of: (i) custom and direct mail envelopes developed for the advertising, billing and remittance needs of a variety of customers, including financial services companies; (ii) custom labels and specialty forms sold through an extensive network of resale distributors for industries including food and beverage, manufacturing and pharmacy chains; and (iii) stock envelopes, labels and business forms generally sold to independent distributors, office-product suppliers and office-product retail chains.  The commercial printing segment provides print, design, content management, fulfillment and distribution offerings, including: (i) high-end printed materials, which includes a wide range of premium products for major national and regional customers; (ii) general commercial printing products for regional and local customers; (iii) scientific, technical and medical journals and special interest and trade magazines for non-profit organizations, educational institutions and specialty publishers; and (iv) specialty packaging and high quality promotional materials for multinational consumer product companies.

Operating income of each segment includes substantially all costs and expenses directly relating to the segment’s operations. Corporate expenses include general and administrative expenses (Note 3).

22

 CENVEO, INC. AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

15. Segment Information (Continued)

The following tables present certain segment information (in thousands):

	Three Months Ended						Nine Months Ended
	September 27, 2008			September  29, 2007			September 27, 2008			September 29, 2007
Net sales:
Envelopes, forms and labels	$	224,616		$	222,671		$	690,630		$	647,074
Commercial printing		298,089			327,930			890,904			815,201
Total	$	522,705		$	550,601		$	1,581,534		$	1,462,275
Operating income (loss):
Envelopes, forms and labels	$	35,947		$	30,225		$	93,807		$	80,712
Commercial printing		23,056			7,605			47,598			31,189
Corporate		(10,827	)		(10,119	)		(34,098	)		(28,000	)
Total	$	48,176		$	27,711		$	107,307		$	83,901
Restructuring, impairment and other charges:
Envelopes, forms and labels	$	2,244		$	4,134		$	4,766		$	9,808
Commercial printing		4,395			15,996			10,082			21,922
Corporate		234			182			7,199			364
Total	$	6,873		$	20,312		$	22,047		$	32,094
Net sales by product line:
Envelopes	$	154,232		$	149,203		$	474,876		$	429,737
Commercial printing		210,737			231,792			622,255			595,316
Journals and periodicals		87,026			95,762			267,664			218,150
Labels and business forms		70,710			73,844			216,739			219,072
Total	$	522,705		$	550,601		$	1,581,534		$	1,462,275
Intercompany sales:
Envelopes, forms and labels to commercial printing	$	1,691		$	2,779		$	4,369		$	8,196
Commercial printing to envelopes, forms and labels		538			755			2,856			6,045
Total	$	2,229		$	3,534		$	7,225		$	14,241

	September 27, 2008		December 29, 2007
Identifiable assets:
Envelopes, forms and labels	$	809,840	$	833,337
Commercial printing		1,109,746		1,105,832
Corporate		55,818		63,553
Total	$	1,975,404	$	2,002,722

23

CENVEO, INC. AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

16. Condensed Consolidating Financial Information

Cenveo is a holding company (“Parent Company”) and is the ultimate parent of all Cenveo subsidiaries. In January 2004, the Company’s wholly-owned subsidiary, Cenveo Corporation (the “Subsidiary Issuer”), issued 7⅞% Notes and, in connection with the acquisition of Cadmus, assumed Cadmus’ 8⅜% Notes (collectively the “Subsidiary Issuer Notes”), which are fully and unconditionally guaranteed, on a joint and several basis, by the Parent Company and substantially all of its wholly-owned subsidiaries (the “Guarantor Subsidiaries”). The limited numbers of remaining subsidiaries (the “Non-Guarantor Subsidiaries”) are primarily non-U.S., indirect wholly-owned subsidiaries of the Parent Company.

Presented below is condensed consolidating information for the Parent Company, the Subsidiary Issuer, the Guarantor Subsidiaries and Non-Guarantor Subsidiaries for the three and nine months ended September 27, 2008 and September 29, 2007.  The condensed consolidating financial information has been presented to show the nature of assets held, results of operations and cash flows of the Parent Company, the Subsidiary Issuer, the Guarantor Subsidiaries and Non-Guarantor Subsidiaries, assuming the guarantee structure of the Subsidiary Issuer Notes was in effect at the beginning of the periods presented.

The supplemental condensed consolidating financial information reflects the investments of the Parent Company in the Subsidiary Issuer, the Guarantor Subsidiaries and Non-Guarantor Subsidiaries using the equity method of accounting. The Company’s primary transactions with its subsidiaries other than the investment account and related equity in net loss of unconsolidated subsidiaries are the intercompany payables and receivables between its subsidiaries.

24

CENVEO, INC. AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

16. Condensed Consolidating Financial Information (Continued)

CENVEO, INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATING BALANCE SHEET

September 27, 2008

(in thousands)

	Parent		Subsidiary			Guarantor			Non-Guarantor
	Company		Issuer			Subsidiaries			Subsidiaries			Eliminations			Consolidated
Assets
Current assets:
Cash and cash equivalents	$	—	$	8,596		$	678		$	4,545		$	—		$	13,819
Accounts receivable, net		—		146,014			158,314			4,999			—			309,327
Inventories		—		89,642			75,186			1,088			—			165,916
Notes receivable from subsidiaries		—		38,194			—			—			(38,194	)		—
Prepaid and other current assets		—		50,545			10,666			1,039			—			62,250
Total current assets		—		332,991			244,844			11,671			(38,194	)		551,312
Investment in subsidiaries		120,969		1,607,175			4,969			—			(1,733,113	)		—
Property, plant and equipment, net		—		166,155			266,724			479			—			433,358
Goodwill		—		175,234			506,738			—			—			681,972
Other intangible assets, net		—		9,197			270,008			—			—			279,205
Other assets, net		—		22,719			6,488			350			—			29,557
Total assets	$	120,969	$	2,313,471		$	1,299,771		$	12,500		$	(1,771,307	)	$	1,975,404
Liabilities and Shareholders’ Equity
Current liabilities:
Current maturities of long-term debt	$	—	$	7,894		$	8,583		$	—		$	—		$	16,477
Accounts payable		—		112,156			66,935			2,625			—			181,716
Accrued compensation and related liabilities		—		25,954			17,380			—			—			43,334
Other current liabilities		—		72,680			15,707			1,674			—			90,061
Intercompany payable (receivable)		—		575,363			(578,839	)		3,476			—			—
Notes payable to subsidiary issuer		—		—			38,194			—			(38,194	)		—
Total current liabilities		—		794,047			(432,040	)		7,775			(38,194	)		331,588
Long-term debt		—		1,334,504			25,018			—			—			1,359,522
Deferred income tax liability (asset)		—		(3,403	)		66,117			(244	)		—			62,470
Other liabilities		—		67,354			33,501			—			—			100,855
Shareholders’ equity		120,969		120,969			1,607,175			4,969			(1,733,113	)		120,969
Total liabilities and shareholders’ equity	$	120,969	$	2,313,471		$	1,299,771		$	12,500		$	(1,771,307	)	$	1,975,404

25

CENVEO, INC. AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

16. Condensed Consolidating Financial Information (Continued)

CENVEO, INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATING STATEMENT OF OPERATIONS

Three months ended September 27, 2008

(in thousands)

	Parent		Subsidiary			Guarantor			Non-        Guarantor
	Company		Issuer			Subsidiaries			Subsidiaries			Eliminations			Consolidated
Net sales	$	—	$	245,712		$	271,514		$	5,479		$	—		$	522,705
Cost of sales		—		196,471			206,761			3,676			—			406,908
Selling, general and administrative		—		35,292			23,056			107			—			58,455
Amortization of intangible assets		—		120			2,173			—			—			2,293
Restructuring and impairment charges		—		5,316			1,557			—			—			6,873
Operating income		—		8,513			37,967			1,696			—			48,176
Interest expense (income), net		—		26,429			403			(37	)		—			26,795
Intercompany interest expense (income)		—		(615	)		615			—			—			—
Gain on early extinguishment of debt		—		(371	)		—			—			—			(371	)
Other income, net		—		(442	)		(253	)		—			—			(695	)
Income (loss) from continuing operations before income taxes and equity in income of unconsolidated subsidiaries		—		(16,488	)		37,202			1,733			—			22,447
Income tax expense (benefit)		—		10,451			(391	)		—			—			10,060
Income (loss) from continuing operations before equity in income of unconsolidated subsidiaries		—		(26,939	)		37,593			1,733			—			12,387
Equity in income of unconsolidated subsidiaries		12,328		39,326			1,733			—			(53,387	)		—
Income (loss) from continuing operations		12,328		12,387			39,326			1,733			(53,387	)		12,387
Loss from discontinued operations, net of taxes		—		(59	)		—			—			—			(59	)
Net income (loss)	$	12,328	$	12,328		$	39,326		$	1,733		$	(53,387	)	$	12,328

26

CENVEO, INC. AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

16. Condensed Consolidating Financial Information (Continued)

CENVEO, INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATING STATEMENT OF OPERATIONS

Nine months ended September 27, 2008

(in thousands)

	Parent		Subsidiary			Guarantor		Non-        Guarantor
	Company		Issuer			Subsidiaries		Subsidiaries			Eliminations			Consolidated
Net sales	$	—	$	748,907		$	817,585	$	15,042		$	—		$	1,581,534
Cost of sales		—		612,897			637,027		10,688			—			1,260,612
Selling, general and administrative		—		107,988			76,380		453			—			184,821
Amortization of intangible assets		—		343			6,404		—			—			6,747
Restructuring, impairment and other charges		—		19,767			2,280		—			—			22,047
Operating income		—		7,912			95,494		3,901			—			107,307
Interest expense (income), net		—		78,679			1,331		(62	)		—			79,948
Intercompany interest expense (income)		—		(1,712	)		1,712		—			—			—
Loss on early extinguishment of debt		—		3,871			—		—			—			3,871
Other expense, net		—		140			289		—			—			429
Income (loss) from continuing operations before income taxes and equity in income of unconsolidated subsidiaries		—		(73,066	)		92,162		3,963			—			23,059
Income tax expense		—		6,241			4,108		—			—			10,349
Income (loss) from continuing operations before equity in income of unconsolidated subsidiaries		—		(79,307	)		88,054		3,963			—			12,710
Equity in income of unconsolidated subsidiaries		11,596		92,017			3,963		—			(107,576	)		—
Income (loss) from continuing operations		11,596		12,710			92,017		3,963			(107,576	)		12,710
Loss from discontinued operations, net of taxes		—		(1,114	)		—		—			—			(1,114	)
Net income (loss)	$	11,596	$	11,596		$	92,017	$	3,963		$	(107,576	)	$	11,596

27

CENVEO, INC. AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

16. Condensed Consolidating Financial Information (Continued)

CENVEO, INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATING STATEMENT OF CASH FLOWS

Nine months ended September 27, 2008

(in thousands)

	Parent			Subsidiary			Guarantor			Non- Guarantor
	Company			Issuer			Subsidiaries			Subsidiaries		Eliminations			Consolidated
Cash flows from operating activities:
Net cash provided by operating activities	$	12,940		$	5,114		$	128,873		$	2,487	$	—		$	149,414
Cash flows from investing activities:
Cost of business acquisitions, net of cash acquired		—			(47,151	)		—			—		—			(47,151	)
Capital expenditures		—			(18,172	)		(19,610	)		—		—			(37,782	)
Acquisition payments		—			(3,653	)		—			—		—			(3,653	)
Proceeds from sale of property, plant and equipment		—			17,944			314			—		—			18,258
Intercompany note		—			1,914			—			—		(1,914	)		—
Net cash used in investing activities of continuing operations		—			(49,118	)		(19,296	)		—		(1,914	)		(70,328	)
Cash flows from financing activities:
Repayment of senior unsecured loan		—			(175,000	)		—			—		—			(175,000	)
Repayments under revolving credit facility, net		—			(65,200	)		—			—		—			(65,200	)
Repayment of term loans		—			(5,400	)		—			—		—			(5,400	)
Repayments of other long-term debt		—			(1,710	)		(14,825	)		—		—			(16,535	)
Payment of debt issuance costs		—			(5,297	)		—			—		—			(5,297	)
Purchase and retirement of common stock upon vesting of RSUs		(1,055	)		—			—			—		—			(1,055	)
Tax liability from stock compensation		(873	)		—			—			—		—			(873	)
Proceeds from issuance of 10½% senior notes		—			175,000			—			—		—			175,000
Proceeds from issuance of other long-term debt		—			5,338			6,000			—		—			11,338
Proceeds from exercise of stock options		1,873			—			—			—		—			1,873
Intercompany note		—			—			(1,914	)		—		1,914			—
Intercompany advances		(12,885	)		111,778			(99,042	)		149		—			—
Net cash (used in) provided by financing activities		(12,940	)		39,509			(109,781	)		149		1,914			(81,149	)
Effect of exchange rate changes on cash and cash equivalents of continuing operations		—			—			—			—		—			—
Net (decrease) increase in cash and cash equivalents		—			(4,495	)		(204	)		2,636		—			(2,063	)
Cash and cash equivalents at beginning of period		—			13,091			882			1,909		—			15,882
Cash and cash equivalents at end of period	$	—		$	8,596		$	678		$	4,545	$	—		$	13,819

28

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NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

16. Condensed Consolidating Financial Information (Continued)

CENVEO, INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATING BALANCE SHEET

December 29, 2007

(in thousands)

	Parent		Subsidiary			Guarantor			Non-Guarantor
	Company		Issuer			Subsidiaries			Subsidiaries		Eliminations			Consolidated
Assets
Current assets:
Cash and cash equivalents	$	—	$	13,091		$	882		$	1,909	$	—		$	15,882
Accounts receivable, net		—		164,815			175,746			4,073		—			344,634
Inventories		—		89,259			72,782			867		—			162,908
Notes receivable from subsidiaries		—		40,108			—			—		(40,108	)		—
Prepaid and other current assets		—		57,484			15,160			714		—			73,358
Total current assets		—		364,757			264,570			7,563		(40,108	)		596,782
Investment in subsidiaries		99,326		1,461,662			2,058			—		(1,563,046	)		—
Property, plant and equipment, net		—		173,103			254,378			860		—			428,341
Goodwill		—		175,220			494,582			—		—			669,802
Other intangible assets, net		—		9,512			261,110			—		—			270,622
Other assets, net		—		22,949			13,833			393		—			37,175
Total assets	$	99,326	$	2,207,203		$	1,290,531		$	8,816	$	(1,603,154	)	$	2,002,722
Liabilities and Shareholders’ Equity
Current liabilities:
Current maturities of long-term debt	$	—	$	8,769		$	9,983		$	—	$	—		$	18,752
Accounts payable		—		98,111			65,130			2,217		—			165,458
Accrued compensation and related liabilities		—		23,792			23,361			—		—			47,153
Other current liabilities		—		57,845			20,495			1,214		—			79,554
Intercompany payable (receivable)		—		479,191			(482,518	)		3,327		—			—
Notes payable to subsidiary issuer		—		—			40,108			—		(40,108	)		—
Total current liabilities		—		667,708			(323,441	)		6,758		(40,108	)		310,917
Long-term debt		—		1,400,620			25,265			—		—			1,425,885
Deferred income tax liability (asset)		—		(17,162	)		72,343			—		—			55,181
Other liabilities		—		56,711			54,702			—		—			111,413
Shareholders’ equity		99,326		99,326			1,461,662			2,058		(1,563,046	)		99,326
Total liabilities and shareholders’ equity	$	99,326	$	2,207,203		$	1,290,531		$	8,816	$	(1,603,154	)	$	2,002,722

29

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NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

16. Condensed Consolidating Financial Information (Continued)

CENVEO, INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATING STATEMENT OF OPERATIONS

Three months ended September 29, 2007

(in thousands)

	Parent		Subsidiary			Guarantor		Non-        Guarantor
	Company		Issuer			Subsidiaries		Subsidiaries			Eliminations			Consolidated
Net sales	$	—	$	288,397		$	258,643	$	3,561		$	—		$	550,601
Cost of sales		—		235,897			197,456		2,756			—			436,109
Selling, general and administrative		—		39,385			24,138		127			—			63,650
Amortization of intangible assets		—		1,194			1,625		—			—			2,819
Restructuring and impairment charges		—		20,252			60		—			—			20,312
Operating income (loss)		—		(8,331	)		35,364		678			—			27,711
Gain on sale of business		—		(189	)		—		—			—			(189	)
Interest expense (income), net		—		24,830			454		(1	)		—			25,283
Intercompany interest expense (income)		—		(687	)		687		—			—			—
Loss on early extinguishment of debt		—		—			51		—			—			51
Other expense, net		—		244			539		116			—			899
Income (loss) from continuing operations before income taxes and equity in income of unconsolidated subsidiaries		—		(32,529	)		33,633		563			—			1,667
Income tax (benefit) expense		—		(1,458	)		614		—			—			(844	)
Income (loss) from continuing operations before equity in income of unconsolidated subsidiaries		—		(31,071	)		33,019		563			—			2,511
Equity in income of unconsolidated    subsidiaries		1,701		33,582			563		—			(35,846	)		—
Income (loss) from continuing operations		1,701		2,511			33,582		563			(35,846	)		2,511
Loss from discontinued operations, net of taxes		—		(810	)		—		—			—			(810	)
Net income (loss)	$	1,701	$	1,701		$	33,582	$	563		$	(35,846	)	$	1,701

30

CENVEO, INC. AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

16. Condensed Consolidating Financial Information (Continued)

CENVEO, INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATING STATEMENT OF OPERATIONS

Nine months ended September 29, 2007

(in thousands)

	Parent		Subsidiary			Guarantor		Non-       Guarantor
	Company		Issuer			Subsidiaries		Subsidiaries			Eliminations			Consolidated
Net sales	$	—	$	887,015		$	567,667	$	7,593		$	—		$	1,462,275
Cost of sales		—		726,897			437,981		5,984			—			1,170,862
Selling, general and administrative		—		119,363			48,508		302			—			168,173
Amortization of intangible assets		—		3,633			3,612		—			—			7,245
Restructuring and impairment charges		—		32,019			75		—			—			32,094
Operating income		—		5,103			77,491		1,307			—			83,901
Gain on sale of business		—		(189	)		—		—			—			(189	)
Interest expense (income), net		—		61,997			1,096		(2	)		—			63,091
Intercompany interest expense (income)		—		(2,061	)		2,061		—			—			—
Loss on early extinguishment of debt		—		9,186			70		—			—			9,256
Other expense, net		—		898			969		198			—			2,065
Income (loss) from continuing operations before income taxes and equity in income of unconsolidated subsidiaries		—		(64,728	)		73,295		1,111			—			9,678
Income tax expense		—		213			2,605		—			—			2,818
Income (loss) from continuing operations before equity in income of unconsolidated subsidiaries		—		(64,941	)		70,690		1,111			—			6,860
Equity in income of unconsolidated    subsidiaries		22,002		71,801			1,111		—			(94,914	)		—
Income (loss) from continuing operations		22,002		6,860			71,801		1,111			(94,914	)		6,860
Income from discontinued operations, net of taxes		—		15,142			—		—			—			15,142
Net income (loss)	$	22,002	$	22,002		$	71,801	$	1,111		$	(94,914	)	$	22,002

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CENVEO, INC. AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

16. Condensed Consolidating Financial Information (Continued)

CENVEO, INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATING STATEMENT OF CASH FLOWS

Nine months ended September 29, 2007

(in thousands)

	Parent			Subsidiary			Guarantor			Non- Guarantor
	Company			Issuer			Subsidiaries			Subsidiaries			Eliminations			Consolidated
Cash flows from operating activities:
Net cash provided by (used in) continuing operating activities	$	7,166		$	13,428		$	36,149		$	2,459		$	—		$	59,202
Net cash provided by discontinued operating activities		—			2,198			—			—			—			2,198
Net cash provided by (used in) operating activities		7,166			15,626			36,149			2,459			—			61,400
Cash flows from investing activities:
Cost of business acquisitions, net of cash acquired		—			(627,116	)		—			—			—			(627,116	)
Capital expenditures		—			(12,195	)		(12,986	)		—			—			(25,181	)
Intercompany note		—			1,902			—			—			(1,902	)		—
Acquisition payments		—			(3,653	)		—			—			—			(3,653	)
Proceeds from sale of property, plant and equipment		—			4,844			7			—			—			4,851
Proceeds from divestitures, net		—			226			—			—			—			226
Net cash used in investing activities of continuing operations		—			(635,992	)		(12,979	)		—			(1,902	)		(650,873	)
Proceeds from the sale of discontinued operations		—			73,628			—			—			—			73,628
Net cash used in investing activities		—			(562,364	)		(12,979	)		—			(1,902	)		(577,245	)
Cash flows from financing activities:
Borrowings under revolving credit facility, net		—			92,500			—			—			—			92,500
Repayment of term loans		—			(3,100	)		—			—			—			(3,100	)
Repayment of term loan B		—			(324,188	)		—			—			—			(324,188	)
Repayment of Cadmus revolving senior bank credit facility		—			(70,100	)		—			—			—			(70,100	)
Repayment of 8⅜% senior subordinated notes		—			(20,880	)		—			—			—			(20,880	)
Repayment of 9⅝% senior notes		—			(10,498	)		—			—			—			(10,498	)
Repayments of other long-term debt		—			(3,320	)		(23,642	)		—			—			(26,962	)
Payment of debt issuance costs		—			(5,906	)		—			—			—			(5,906	)
Payment of refinancing fees, redemption premiums and expenses		—			(8,045	)		—			—			—			(8,045	)
Proceeds from issuance of term loans		—			720,000			—			—			—			720,000
Proceeds from senior unsecured loan		—			175,000			—			—			—			175,000
Proceeds from exercise of stock options		300			—			—			—			—			300
Purchase and retirement of common stock upon vesting of RSUs		(1,302	)		—			—			—			—			(1,302	)
Intercompany note		—			—			(1,902	)		—			1,902			—
Intercompany advances		(6,164	)		6,954			611			(1,401	)		—			—
Net cash provided by (used in) financing activities		(7,166	)		548,417			(24,933	)		(1,401	)		1,902			516,819
Effect of exchange rate changes on cash and cash equivalents of continuing operations		—			—			180			—			—			180
Net increase (decrease) in cash and cash equivalents		—			1,679			(1,583	)		1,058			—			1,154
Cash and cash equivalents at beginning of period		—			8,655			1,903			—			—			10,558
Cash and cash equivalents at end of period	$	—		$	10,334		$	320		$	1,058		$	—		$	11,712

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Item 2.   Management’s Discussion and Analysis of Financial Condition and Results of Operations

This Management’s Discussion and Analysis of Financial Condition and Results of Operations of Cenveo, Inc. and its subsidiaries, which we refer to as Cenveo, should be read in conjunction with the accompanying condensed consolidated financial statements and “Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations” in our Annual Report on Form 10-K for the fiscal year ended December 29, 2007. Item 7 of our 2007 Annual Report on Form 10-K, which we refer to as our Form 10-K, describes the application of our critical accounting policies, for which there have been no significant changes as of September 27, 2008.

Forward-Looking Statements

Certain statements in this report may constitute “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995. Forward-looking statements generally can be identified by the use of terminology such as “may,” “expect,” “intend,” “estimate,” “anticipate,” “plan,” “foresee,” “believe” or “continue” and similar expressions, or as other statements that do not relate solely to historical facts. These statements are not guarantees of future performance and involve risks, uncertainties and assumptions that could cause actual results to differ materially from what is expressed or forecasted in these forward-looking statements. In view of such uncertainties, investors should not place undue reliance on our forward-looking statements. Such statements speak only as of the date they were made, and we undertake no obligation to publicly update or revise any forward-looking statements, whether as a result of new information, future events or otherwise.

Factors that could cause actual results to differ materially from management’s expectations include, without limitation: (i) our substantial indebtedness could impair our financial condition and prevent us from fulfilling our business obligations; (ii) our ability to service or refinance our debt; (iii) the terms of our indebtedness imposing significant restrictions on our operating and financial flexibility; (iv) limitations on additional borrowings that are available to us that could further exacerbate our risk exposure from debt; (v) our ability to successfully integrate acquisitions; (vi) intense competition in our industry; (vii) the absence of long-term customer agreements in our industry, subjecting our business to quarterly and cyclical fluctuations; (viii) factors affecting the U.S. postal services impacting demand for our products; (ix) the availability of the Internet and other electronic media affecting demand for our products; (x) increases in paper costs and decreases in its availability; (xi) our labor relations; (xii) compliance with environmental rules and regulations; and (xiii) dependence on key management personnel. This list of factors is not exhaustive, and new factors may emerge or changes to the foregoing factors may occur that would impact the Company’s business. Additional information regarding these and other factors can be found elsewhere in this report and in our other filings with the U.S. Securities and Exchange Commission, which we refer to as the SEC.

Business Overview

We are one of the largest diversified printing companies in North America. Our broad portfolio of products includes envelope, form, and label manufacturing, commercial printing and packaging and publisher offerings. We operate from a global network of approximately 78 printing and manufacturing, content management and distribution facilities, which we refer to as manufacturing facilities, serving a diverse base of customers.

We operate our business in two complementary segments: envelopes, forms and labels and commercial printing.

Envelopes, Forms and Labels

Our envelopes, forms and labels segment operates approximately 38 manufacturing facilities, primarily in North America, and primarily specializes in the design, manufacturing, printing and fulfillment of: (i) custom and direct mail envelopes developed for the advertising, billing and remittance needs of a variety of customers, including financial services companies; (ii) custom labels and specialty forms sold through an extensive network of resale distributors for industries including food and beverage, manufacturing and pharmacy chains; and (iii) stock envelopes, labels and business forms generally sold to independent distributors, office-product suppliers and office-product retail chains.  In 2007 we grew our envelopes, forms and labels business with the acquisition of Commercial Envelope Manufacturing Co. Inc., which we refer to as Commercial Envelope, and PC Ink Corp., which we refer to as Printegra.

On August 30, 2007, we acquired all of the stock of Commercial Envelope, one of the largest envelope manufacturers in the United States.  Prior to our acquisition, Commercial Envelope had annual revenues of approximately $160 million.  The acquisition of Commercial Envelope increased our market share in the U.S. envelope market.

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On February 12, 2007, we acquired all of the stock of Printegra, a leading producer of printed business communication documents, labels and envelopes regularly used by small and large businesses.  Prior to our acquisition, Printegra had annual revenues of approximately $90 million.  With the acquisition of Printegra, we expanded our offerings of short-run documents, labels and envelope products.  Additionally, the acquisition facilitates access for Printegra’s historical customer base to our extensive product offerings.

Commercial Printing

Our commercial printing segment operates approximately 40 manufacturing facilities in the United States, Canada, the Caribbean Basin and Asia and primarily offers print, design, content management, fulfillment and distribution offerings, including: (i) high-end color printing of a wide range of premium products for major national and regional customers; (ii) general commercial products for regional and local customers; (iii) scientific, technical and medical, which we refer to as STM, journals and special interest and trade magazines for non-profit organizations, educational institutions and specialty publishers; and (iv) specialty packaging and high quality promotional materials for multinational consumer products companies. In the second quarter of 2008, we grew our commercial printing business with the acquisition of Rex Corporation and its manufacturing facility, which we refer to as Rex. In 2007, we completed two commercial printing acquisitions: Madison/Graham ColorGraphics, Inc., which we refer to as ColorGraphics, and Cadmus Communications Corporation, which we refer to as Cadmus.

On March 31, 2008, we acquired all of the stock of Rex, an independent manufacturer of premium and high-quality packaging solutions. Prior to our acquisition, Rex had annual revenues of approximately $40 million.

On July 9, 2007, we acquired all of the stock of ColorGraphics, which was one of the largest commercial printers in the western United States.  Prior to our acquisition, ColorGraphics had annual revenues of approximately $170 million.  ColorGraphics produces printed annual reports, booklets, brochures, advertising inserts, direct mail and other corporate communication materials.

On March 7, 2007, we acquired all of the stock of Cadmus. Cadmus is one of the world’s largest providers of content management and printing to STM journal publishers, one of the largest periodicals printers in North America and a leading provider of specialty packaging and promotional printing products.  Prior to our acquisition, Cadmus had annual revenues of approximately $450 million.

Consolidated Operating Results

Management’s Discussion and Analysis of Financial Condition and Results of Operations includes an overview of our condensed consolidated results for the three and nine month periods ended September 27, 2008 followed by a discussion of the results of each of our reportable segments for the same periods. See Note 2 of our condensed consolidated financial statements included herein. Our results for the three and nine month periods ended September 27, 2008 include the operating results of Rex from March 31, 2008. Our results for the three and nine month periods ended September 29, 2007 include the operating results of Printegra, Cadmus, ColorGraphics and Commercial Envelope, which we refer to as the 2007 Acquisitions, subsequent to their respective acquisition dates, except for ColorGraphics, which is included in our operating results from July 1, 2007. Since these acquisitions occurred during the first and third quarters of 2007, their results are not included for a full nine month period in 2007.  In addition, Commercial Envelope is included in our results of operations for only a portion of the three months ended September 29, 2007 and Rex is not included in our results of operations in 2007.

A summary of our condensed consolidated statements of operations is presented below. The summary presents reported net sales and operating income. See Segment Operations below for a summary of net sales and operating income of our reportable segments that we use internally to assess our operating performance. Our fiscal quarters end on the Saturday closest to the last day of the calendar month so that each quarter has the same number of days and 13 full weeks. The reporting periods ending on September 27, 2008 and September 29, 2007 consist of 13 weeks.

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	Three Months Ended						Nine Months Ended
	September 27, 2008			September 29, 2007			September 27, 2008			September 29, 2007
	(in thousands, except per share amounts)						(in thousands, except per share amounts)
Net sales	$	522,705		$	550,601		$	1,581,534		$	1,462,275
Operating income (loss):
Envelopes, forms and labels		35,947			30,225			93,807			80,712
Commercial printing		23,056			7,605			47,598			31,189
Corporate		(10,827	)		(10,119	)		(34,098	)		(28,000	)
Total operating income		48,176			27,711			107,307			83,901
Gain on sale of non-strategic business		—			(189	)		—			(189	)
Interest expense, net		26,795			25,283			79,948			63,091
Loss (gain) on early extinguishment of debt		(371	)		51			3,871			9,256
Other expense (income), net		(695	)		899			429			2,065
Income from continuing operations before income taxes		22,447			1,667			23,059			9,678
Income tax expense (benefit)		10,060			(844	)		10,349			2,818
Income from continuing operations		12,387			2,511			12,710			6,860
(Loss) income from discontinued operations, net of taxes		(59	)		(810	)		(1,114	)		15,142
Net income	$	12,328		$	1,701		$	11,596		$	22,002
Income (loss) per share—basic:
Continuing operations	$	0.23		$	0.04		$	0.24		$	0.13
Discontinued operations		—			(0.01	)		(0.02	)		0.28
Net income	$	0.23		$	0.03		$	0.22		$	0.41
Income (loss) per share—diluted:
Continuing operations	$	0.23		$	0.04		$	0.23		$	0.12
Discontinued operations		—			(0.01	)		(0.02	)		0.28
Net income	$	0.23		$	0.03		$	0.21		$	0.40

Net Sales

Net sales decreased $27.9 million in the third quarter of 2008, as compared to the third quarter of 2007. This decrease was primarily due to lower sales from our commercial printing segment of $29.8 million, primarily as a result of lower volumes due to general economic conditions and plant closures, partially offset by price increases net of changes in product mix and the $7.7 million of sales generated from the integration of Rex, which was not included in our results in the third quarter of 2007. Net sales for the nine months ended September 27, 2008 increased $119.3 million, as compared to the nine months ended September 29, 2007. This increase was primarily due to the $239.7 million of sales generated from the integration of Rex and the 2007 Acquisitions into our operations, for which Rex was not included in our results in the first nine months of 2007 and the 2007 Acquisitions were included in our results for less than a full nine month period in 2007. This increase was partially offset by lower sales from our commercial printing and envelopes, forms and labels segments of $87.7 million and $32.7 million, respectively, primarily due to plant closures and lower volumes due to general economic conditions, partially offset by price increases net of changes in product mix. See Segment Operations below for a more detailed discussion of the primary factors affecting the change in our net sales by reportable segment.

Operating Income

Operating income increased $20.5 million in the third quarter of 2008, as compared to the third quarter of 2007. This increase was primarily due to (i) decreased restructuring and impairment charges of $13.4 million, (ii) lower selling, general and administrative expenses of $5.2 million primarily due to our cost savings programs and (iii) increased gross margins of $1.3 million primarily due to the acquisition of Rex, which was not included in our results in the third quarter of 2007 and Commercial Envelope, which was included in our results for only a portion of the third quarter of 2007 and our cost savings programs, offset in part by higher manufacturing costs primarily due to material price increases and higher distribution costs and lower gross margins due to plant closures.

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Operating income for the nine months ended September 27, 2008 increased $23.4 million, as compared to the nine months ended September 29, 2007. This increase was primarily due to (i) increased gross margins of $29.5 million primarily due to the acquisition of Rex and the 2007 Acquisitions, for which Rex, was not included in our results in 2007 and for which the 2007 Acquisitions were included in our results for less than a full nine month period in 2007 and our cost savings programs, offset in part by higher manufacturing costs primarily due to material price increases and higher distribution costs and lower gross margins due to plant closures, and (ii) decreased restructuring, impairment and other charges of $10.0 million. This increase was partially offset by higher selling, general and administrative expenses of $16.6 million primarily due to the acquisition of Rex and the 2007 Acquisitions, for which Rex, was not included in our results in 2007 and for which the 2007 Acquisitions were included in our results for less than a full nine month period in 2007, offset in part by our cost savings programs. See Segment Operations below for a more detailed discussion of the primary factors for our changes in operating income by reportable segment.

Interest Expense. Interest expense increased $1.5 million to $26.8 million in the third quarter of 2008, as compared to $25.3 million in the third quarter of 2007, primarily due to the additional debt we incurred to finance the Rex and Commercial Envelope acquisitions, partially offset by lower interest rates. Interest expense in the third quarter of 2008 reflected average outstanding debt of approximately $1.4 billion and a weighted average interest rate of 7.3%, as compared to average outstanding debt of approximately $1.3 billion and a weighted average interest rate of 7.5% in the third quarter of 2007.

Interest expense increased $16.9 million to $79.9 million during the first nine months of 2008, from $63.1 million in the first nine months of 2007, primarily due to additional debt incurred to finance acquisitions, offset in part by lower interest rates. Interest expense in the first nine months of 2008 reflected average outstanding debt of approximately $1.4 billion and a weighted average interest rate of 7.2%, compared to the average outstanding debt of approximately $1.1 billion and a weighted average interest rate of 7.5% during the first nine months of 2007.

Loss on Early Extinguishment of Debt.  We incurred a loss on the early extinguishment of debt of $3.9 million in the first nine months of 2008. This loss primarily resulted from the conversion of the $175.0 million senior unsecured loan due 2015, which we refer to as the Senior Unsecured Loan, and the issuance of the $175.0 million 10½% senior notes, due 2016, which we refer to as the 10½% Notes in the second quarter of 2008.

We recorded a loss on early extinguishment of debt of approximately $9.3 million in the first nine months of 2007. This loss resulted from retiring our remaining 9⅝% senior notes due 2012, which we refer to as the 9⅝% Notes in the second quarter of 2007 and the refinancing of our existing $525 million senior secured credit facilities, which we refer to as the Credit Facilities and as a result of the tender offer for and repayment of $20.9 million of Cadmus’ 8⅜% Senior Subordinated Notes due 2014, which we refer to as the 8⅜% Notes in the first quarter of 2007.

Income Taxes

	Three Months Ended						Nine Months Ended
	September 27, 2008			September 29, 2007			September 27, 2008			September 29, 2007
	(in thousands)						(in thousands)
Income tax expense (benefit) for U.S. operations	$	9,955		$	(628	)	$	9,959		$	2,337
Income tax expense (benefit) for foreign operations		105			(216	)		390			481
Income tax expense (benefit)	$	10,060		$	(844	)	$	10,349		$	2,818
Effective income tax rate		44.8	%		(50.6)	%		44.9	%		29.1	%

Our income tax expense primarily relates to our domestic operations. Our effective tax rate for all periods in 2008 and 2007 was higher than the federal statutory rate, primarily due to state taxes and other permanent items.

We assess the recoverability of our deferred tax assets and, based upon this assessment, record a valuation allowance against the deferred tax assets to the extent recoverability does not satisfy the “more likely than not” recognition criteria in Statement of Financial Accounting Standards No. 109, Accounting for Income Taxes. We consider our recent operating results and anticipated future taxable income in assessing the need for our valuation allowance. As of September 27, 2008, the total valuation allowance on our net U.S. deferred tax assets was approximately $30.8 million. There is a reasonable possibility that within the next twelve months we may decrease our liability for uncertain tax positions by approximately $6.8 million due to the expiration of certain statute of limitations.

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Income (Loss) from Discontinued Operations, Net of Taxes. Income from discontinued operations, net of taxes, in the nine months ended September 29, 2007 included a $15.1 million gain, net of taxes of $10.2 million, on the sale of our remaining interest in the Supremex Index Fund, which we refer to as the Fund, on March 13, 2007 and equity income related to our retained interest of the Fund from January 1, 2007 through March 13, 2007.

Segment Operations

Our Chief Executive Officer monitors the performance of the ongoing operations of our two reportable segments. We assess performance based on net sales and operating income. The summaries of net sales and operating income of our two reportable segments are presented below.

Envelopes, Forms and Labels

	Three Months Ended						Nine Months Ended
	September 27, 2008			September 29, 2007			September 27, 2008			September 29, 2007
	(in thousands)						(in thousands)
Segment net sales	$	224,616		$	222,671		$	690,630		$	647,074
Segment operating income	$	35,947		$	30,225		$	93,807		$	80,712
Operating income margin		16.0	%		13.6	%		13.6	%		12.5	%
Restructuring and impairment charges	$	2,244		$	4,134		$	4,766		$	9,808

Segment Net Sales

Segment net sales for our envelopes, forms and labels segment increased $1.9 million, or 0.9%, in the third quarter of 2008, as compared to the third quarter of 2007. This increase was primarily due to (i) the $12.8 million of sales generated from the integration of Commercial Envelope into our operations in 2008, including the impact of sales changes for work transitioned in from other legacy plants, as Commercial Envelope was included in our results for only a portion of the third quarter of 2007, and (ii) higher sales of approximately $10.7 million, primarily due to price increases, including material price increases that are generally passed onto our envelope customers, net of changes in product mix. This increase was offset in part by lower sales volume of approximately $21.6 million, primarily due to general economic conditions which have had a significant impact on the high color direct mail envelope business and the closing of plants in connection with the integration of Printegra into our operations.

Segment net sales for our envelopes, forms and labels segment increased $43.6 million, or 6.7%, for the first nine months of 2008, as compared to the first nine months of 2007. This increase was primarily due to (i) the $76.4 million of sales generated from the integration of Commercial Envelope and Printegra into our operations in 2008, including the impact of sales changes for work transitioned into these acquired operations from other legacy plants, as Printegra and Commercial Envelope were included in our results for less than a full nine month period in 2007 and (ii) higher sales of approximately $28.3 million, primarily due to price increases, including material price increases that are generally passed onto our envelope customers, net of changes in product mix. This increase was offset in part by lower sales volume of approximately $61.1 million, primarily due to general economic conditions which have had a significant impact on the high color direct mail envelope business and the closing of plants in connection with the integration of Printegra and Commercial Envelope into our operations.

Segment Operating Income

Segment operating income for our envelopes, forms and labels segment increased $5.7 million, or 18.9%, in the third quarter of 2008, as compared to the third quarter of 2007. This increase was primarily due to (i) increased gross margins of $3.5 million, primarily due to the Commercial Envelope acquisition, which was included for only a portion of the third quarter of 2007 and our cost savings programs, offset in part by higher material costs primarily due to material price increases and higher distribution costs, (ii) decreased restructuring and impairment charges of $1.9 million and lower selling, general and administrative expenses of $0.9 million primarily due to our cost reduction programs, offset in part by the Commercial Envelope acquisition, which was included in our results for less than a full three month period in 2007. This increase was partially offset by higher amortization expense of $0.6 million primarily due to the Commercial Envelope acquisition.

Segment operating income for our envelopes, forms and labels segment increased $13.1 million, or 16.2%, for the first nine months of 2008, as compared to the first nine months of 2007. This increase was primarily due to

37

(i) increased gross margins of $16.8 million primarily due to the acquisition of Commercial Envelope and Printegra, which were included in our results for less than a full nine month period in 2007 and our cost savings programs, offset in part by higher material costs primarily due to material price increases and higher distribution costs and (ii) decreased restructuring and impairment charges of $5.0 million. This increase was partially offset by (i) higher selling, general and administrative expenses of $6.8 million primarily due to the acquisition of Commercial Envelope and Printegra, which were included in our results for less than a nine month period in 2007, offset in part by our cost reduction programs and (ii) higher amortization expense of $1.9 million primarily due to the acquisition of Commercial Envelope and Printegra.

Commercial Printing

	Three Months Ended						Nine Months Ended
	September 27, 2008			September 29, 2007			September 27, 2008			September 29, 2007
	(in thousands)						(in thousands)
Segment net sales	$	298,089		$	327,930		$	890,904		$	815,201
Segment operating income	$	23,056		$	7,605		$	47,598		$	31,189
Operating income margin		7.7	%		2.3	%		5.3	%		3.8	%
Restructuring and impairment charges	$	4,395		$	15,996		$	10,082		$	21,922

Segment Net Sales

Segment net sales for our commercial printing segment decreased $29.8 million, or 9.1%, in the third quarter of 2008, as compared to the third quarter of 2007. This decrease was primarily due to lower sales (i) of approximately $11.5 million resulting from plant closures in 2007 and (ii) of approximately $26.0 million from pricing pressures, volume declines and changes in product mix, primarily due to general economic conditions, offset in part by higher sales due to material price increases. This decrease was partially offset by $7.7 million of sales generated from the integration of Rex into our operations in 2008, as Rex was not included in our results in the third quarter of 2007.

Segment net sales for our commercial printing segment increased $75.7 million, or 9.3%, in the first nine months of 2008, as compared to the first nine months of 2007. This increase was primarily due to the $163.4 million of sales generated from the integration of Rex, ColorGraphics and Cadmus into our operations in 2008, including the impact of sales changes for work transitioned into these acquired operations from other legacy plants, including two plants we closed in 2007, as Rex was not included in our results in the first nine months of 2007 and Cadmus and ColorGraphics were included in our results for less than a full nine month period in 2007. This increase was partially offset by lower sales (i) of approximately $39.8 million resulting from other plant closures in 2007 and (ii) of approximately $47.9 million from pricing pressures, volume declines and changes in product mix, primarily due to general economic conditions, offset in part by higher sales due to material price increases and foreign currency fluctuations.

Segment Operating Income

Segment operating income for our commercial printing segment increased $15.5 million, or 203.2%, in the third quarter of 2008, as compared to the third quarter of 2007. This increase was primarily due to (i) decreased restructuring and impairment charges of $11.6 million (ii) lower selling, general and administrative expenses of $6.0 million, primarily due to our cost savings programs, offset in part by the Rex acquisition, which was not included in our results in the third quarter of 2007 and (iii) lower amortization expense of $1.1 million. This increase was offset in part by decreased gross margins of $3.2 million, primarily due to higher manufacturing costs due to material price increases and higher distribution costs and lower gross margins due to plant closures, offset in part by gross margins generated by Rex, as Rex was not included in our results in the third quarter of 2007.

Segment operating income for our commercial printing segment increased $16.4 million, or 52.6%, in the first nine months of 2008, as compared to the first nine months of 2007. This increase was primarily due to (i) lower restructuring and impairment charges of $11.8 million, (ii) increased gross margins of $9.1 million, primarily due to the acquisition of Rex, ColorGraphics and Cadmus, as Rex was not included in our results in the first nine months of 2007 and for which Cadmus and ColorGraphics were included in our results for less than a full nine month period in 2007, offset in part by higher manufacturing costs due to material price increases and higher distribution costs and lower gross margins due to plant closures and (iii) lower amortization expense of $2.4 million. This increase was offset in part by higher selling, general and administrative expenses of $6.9 million, primarily due to the acquisition of Rex, ColorGraphics and Cadmus, as Rex was not included in our results in the first nine months of 2007 and for which Cadmus and ColorGraphics were included in our results for less than a full nine month period in 2007, offset in part by our cost savings programs.

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Corporate Expenses. Corporate expenses include the costs of running our corporate headquarters. Corporate expenses in the third quarter of 2008 were slightly higher than the third quarter of 2007. Corporate expenses were higher in the nine months ended September 27, 2008, as compared to the nine months ended September 29, 2007, primarily due to the $6.7 million non-recurring charge incurred for professional fees in connection with the internal review conducted by our audit committee.

Restructuring, Impairment and Other Charges. In the fourth quarter of 2007, we completed our cost savings and restructuring plan initiated in September 2005, including the consolidation of purchasing activities, the rationalization of our manufacturing platform, corporate and field human resources reductions, implementation of company-wide purchasing initiatives and streamlining of information technology infrastructure. In addition, in 2007 we implemented cost savings and integration initiatives related to the 2007 Acquisitions and anticipate substantially completing the integration of those operations in 2009.  As of September 27, 2008, our total restructuring liability was $16.4 million.

In the third quarter of 2008, we incurred $6.9 million of restructuring and impairment charges, which included $3.9 million of employee separation costs, asset impairment charges of $0.8 million, equipment moving expenses of $0.4 million, lease termination expenses of $0.6 million, the decrease of a pension withdrawal liability of $(0.2) million and building clean-up and other expenses of $1.4 million. During the nine months ended September 27, 2008, we incurred $22.0 million of restructuring, impairment and other charges, which included a $6.7 million non-recurring charge for professional fees related to the internal review initiated by our audit committee, $7.9 million of employee separation costs, asset impairment charges, net of $1.5 million, equipment moving expenses of $1.0 million, lease termination expenses of $2.0 million, the decrease of a pension withdrawal liability of $(0.2) million and building clean-up and other expenses of $3.2 million.

In the third quarter of 2007, we incurred $20.3 million of restructuring and impairment charges, which included $4.5 million of employee separation costs, asset impairment charges, net of $7.0 million, equipment moving expenses of $1.1 million, lease termination expenses of $5.2 million, and building clean-up and other expenses of $2.5 million. During the nine months ended September 29, 2007, we incurred $32.1 million of restructuring and impairment charges, which included $8.5 million of employee separation costs, asset impairment charges, net of $10.3 million, equipment moving expenses of $2.2 million, lease termination expenses of $5.1 million, a pension withdrawal liability of $1.8 million and building clean-up and other expenses of $4.3 million.

Liquidity and Capital Resources

Net Cash Provided by Continuing Operating Activities. Net cash provided by continuing operating activities was $149.4 million in the first nine months of 2008, which was primarily due to net income adjusted for non-cash items of $100.4 million and a decrease in our working capital of $54.5 million. The decrease in our working capital primarily resulted from a decrease in receivables primarily due to the timing of sales and collections from our customers, the timing of interest payments on our debt and an increase in accounts payable primarily due to the timing of payments to our vendors, offset in part by lower accrued compensation and other related liabilities due to headcount reductions.

Net cash provided by continuing operating activities was $59.2 million in the first nine months of 2007, which was primarily due to net income adjusted for non-cash items of $97.6 million, offset in part by an increase in our working capital of $33.5 million. The increase in our working capital primarily resulted from an increase in inventories primarily due to the timing of work performed for our customers, an increase in receivables primarily due to the timing of collections and a decrease in amounts owed to customers primarily due to the timing of payments, partially offset by the timing of interest payments on our debt.

Net Cash Provided by Discontinued Operating Activities. Represents the net cash dividends from the Fund through March 13, 2007.

Net Cash Used in Investing Activities. Net cash used in investing activities was $70.3 million in the first nine months of 2008, primarily resulting from the cost of business acquisitions of $47.2 million, primarily for Rex and capital expenditures of $37.8 million, offset in part by $18.3 million of cash proceeds from the sale of property, plant and equipment.

Net cash used in investing activities was $577.2 million in the first nine months of 2007, primarily resulting from the $627.1 million cost of the 2007 Acquisitions and capital expenditures of $25.2 million, offset in part by $73.6 million of cash proceeds from the sale of our remaining interest in the Fund.

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Net Cash (Used in) Provided by Financing Activities. Net cash used in financing activities was $81.1 million in the first nine months of 2008, primarily resulting from the conversion of our $175.0 million Senior Unsecured Loan, net repayments of our revolving credit facility of $65.2 million, payments of our other long-term debt of $16.5 million, our term loans of $5.4 million and $5.3 million for debt issuance costs on the issuance of our 10½% Notes, which was offset in part by the proceeds from the issuance of our $175.0 million 10½% Notes and $11.3 million of borrowings of our other long-term debt.

Net cash provided by financing activities was $516.8 million in the first nine months of 2007, primarily due to our debt-financed acquisitions of Cadmus, ColorGraphics and Commercial Envelope and our refinancing using proceeds from our term loans of $720.0 million, a $175.0 million senior unsecured loan and net borrowings under our revolving credit facility of $92.5 million, offset in part by the repayment of: (i) our term loan B of $324.2 million, (ii) the Cadmus revolving senior bank credit facility of $70.1 million, (iii) $20.9 million of our 8⅜% notes, (iv) $10.5 million of our 9⅝% senior notes, (v) $3.1 million of term loans, and (vi) $27.0 million of other long-term debt and $8.0 million of payments of refinancing fees, redemption premiums and expenses on the extinguishment of debt and $5.9 million of debt issuance cost payments in connection with our debt refinancing and the issuance of debt.

Long-Term Debt. Our total outstanding long-term debt, including current maturities, was approximately $1.4 billion at September 27, 2008, a decrease of $68.6 million from December 29, 2007. This decrease was primarily due to cash flows provided by operating activities and proceeds from the sale of assets. As of September 27, 2008, approximately 89% of our outstanding debt was subject to fixed interest rates. From time to time we may seek to retire our outstanding debt through open market purchases, privately negotiated transactions or otherwise. Such repurchases, if any, will depend on prevailing market conditions, our liquidity requirements, contractual restrictions and other factors. As of November 3, 2008, we had approximately $102.6 million of borrowing availability under our revolving credit facility.

10½% Notes

On June 13, 2008, we issued $175.0 million 10½% Notes to Lehman Brothers Commercial Paper, Inc. upon the conversion of our $175.0 million Senior Unsecured Loan.  The 10½% Notes were then sold to qualified institutional buyers in accordance with Rule 144A, and to certain non-U.S. persons in accordance with Regulation S under the Securities Act of 1933.  We did not receive any net proceeds as a result of this transaction.

The 10½% Notes were issued pursuant to an indenture among us, certain guarantors and U.S. Bank National Association, as trustee. The 10½% Notes pay interest semi-annually on February 15 and August 15, commencing August 15, 2008. The 10½% Notes have no required principal payments prior to their maturity on August 15, 2016.  The 10½% Notes constitute senior unsecured obligations and are guaranteed by us and substantially all of our North American subsidiaries. We can redeem the 10½% Notes, in whole or in part, on or after August 15, 2012, at redemption prices ranging from 100% to 105¼%, plus accrued and unpaid interest. In addition, at any time prior to August 15, 2011, we may redeem up to 35% of the aggregate principal amount of the notes originally issued at a redemption price of 110½% of the principal amount thereof, plus accrued and unpaid interest with the net cash proceeds of certain public equity offerings. Each holder of the 10½% Notes has the right to require us to repurchase such notes at a purchase price of 101% of the principal amount, plus accrued and unpaid interest thereon, upon the occurrence of certain events constituting a change in control. The 10½% Notes contains covenants, representations, and warranties substantially similar to our existing 7⅞% Senior Subordinated Notes, due 2013, which we refer to as the 7⅞% Notes, and our 8⅜% Notes, and also include a senior secured debt to consolidated cash flow covenant.

Supplemental Indentures

We entered into supplemental indentures, dated April 16, 2008 and August 20, 2008 to the indenture dated June 15, 2004, among Cadmus, each of the subsidiary guarantors (as defined therein) and U.S. Bank National Association (as successor trustee to Wachovia Bank, National Association), as trustee, pursuant to which the 8⅜% Notes were issued. Simultaneously, we entered into supplemental indentures, dated April 16, 2008 and August 20, 2008 to the indenture dated February 4, 2004 among us, the guarantors named therein and U.S. Bank National Association, as trustee, pursuant to which our 7⅞% Notes were issued. Additionally, on August 20, 2008 we entered into a supplemental indenture among us, the guarantors named therein and U.S. Bank National Association, as trustee, pursuant to which the 10½% Notes were issued.  These supplemental indentures provide for the addition of acquisition subsidiaries as guarantors of the 8⅜%, 7⅞% and 10½% Notes.

Interest Rate Swaps

We currently have interest rate swap agreements to hedge interest rate exposure of $595.0 million of our notional floating rate debt.

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As of September 27, 2008, we were in compliance with all covenants under our debt agreements.

As of September 27, 2008, we had outstanding letters of credit of approximately $18.4 million related to performance and payment guarantees. Based on our experience with these arrangements, we do not believe that any obligations that may arise will be significant.

Our current credit ratings are as follows:

Rating Agency	Corporate Rating	Amended Credit Facilities	10½% Notes	7⅞% Notes	8⅜% Notes	Last Update
Standard & Poor’s	BB-	BB+	BB-	B	B	October 2008
Moody’s	B1	Ba2	B2	B3	B3	June 2008

The terms of our existing debt do not have any rating triggers that impact our funding. We do not believe that our current ratings will impact our ability to raise additional capital. We expect that internally generated cash flows and the financing available under our amended credit facilities will be sufficient to fund our working capital needs and short-term growth for the next 12 months; however, this cannot be assured.

Share Repurchase Plan. Our Board of Directors authorized a $15 million share repurchase program of our common stock, which we refer to as the Share Repurchase Plan. The Share Repurchase Plan is effective for 12 months and may be limited or terminated at any time without prior notice. Share repurchases under the Share Repurchase Plan may be made through open-market and privately negotiated transactions within the governing limits of our credit agreement and bond indentures. The timing and actual number of shares, if any, that we actually repurchase will depend on a variety of factors including price, Cenveo and/or regulatory requirements, and market conditions.

Off-Balance Sheet Arrangements. It is not our business practice to enter into off-balance sheet arrangements. Accordingly, as of September 27, 2008, we do not have any off-balance sheet arrangements.

Guarantees. In connection with the disposition of certain operations, we have indemnified the purchasers for certain contingencies as of the date of disposition. We have accrued the estimated probable cost of these contingencies.

Seasonality

Our commercial printing plants experience seasonal variations. Revenues from annual reports are generally concentrated from February through April. Revenues associated with consumer publications, such as holiday catalogs and automobile brochures; tend to be concentrated from July through October. Revenues associated with the educational and scholarly market and promotional materials tend to decline in the summer. In addition, several envelope market segments and certain segments of the direct mail market have historically experienced seasonality with a higher percentage of volume of products sold to these markets occurring during the fourth quarter of the calendar year. This seasonality is due to the increase in sales to the direct mail market related to holiday purchases. As a result of these seasonal variations, some of our operations operate at or near capacity at certain times throughout the year.

New Accounting Pronouncements

We are required to adopt certain new accounting pronouncements. See Note 1 to our condensed consolidated financial statements included herein.

Available Information

Our Internet address is: www.cenveo.com. We make available free of charge through our website our Form 10-K, quarterly reports on Form 10-Q, current reports on Form 8-K and amendments to those reports filed pursuant to Section 13(a) or 15(d) of the Securities Exchange Act of 1934 as soon as reasonably practicable after such documents are filed electronically with the SEC. In addition, our earnings conference calls are archived for replay on our website and presentations to securities analysts are also included on our website.

Legal Proceedings

From time to time, we are involved in litigation that we consider to be ordinary and incidental to our business. While the outcome of pending legal actions cannot be predicted with certainty, we believe the outcome of these proceedings will not have a material adverse effect on our consolidated financial position, results of operations or liquidity.

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Item 3.  Quantitative and Qualitative Disclosures About Market Risk

We are exposed to market risks such as changes in interest and foreign currency exchange rates, which may adversely affect results of operations and financial position. Risks from interest rate fluctuations and changes in foreign currency exchange rates are managed through normal operating and financing activities. We do not utilize derivatives for speculative purposes.

Exposure to market risk from changes in interest rates relates primarily to our variable rate debt obligations. The interest on this debt is LIBOR plus a margin. At September 27, 2008, we had variable rate debt outstanding of $156.5 million, after considering our interest rate swaps. A 1% increase in LIBOR on debt outstanding subject to variable interest rates would increase our annual interest expense by approximately $1.6 million.

We have foreign operations, primarily in Canada, and thus are exposed to market risk for changes in foreign currency exchange rates. For the three months ended September 27, 2008, a uniform 10% strengthening of the U.S. dollar relative to the local currency of our foreign operations would have resulted in a decrease in sales and operating income of approximately $2.1 million and $0.1 million, respectively. For the nine months ended September 27, 2008, a uniform 10% strengthening of the U.S. dollar relative to the local currency of our foreign operations would have resulted in a decrease in sales and operating income of approximately $6.5 million and $0.4 million, respectively. The effects of foreign currency exchange rates on future results would also be impacted by changes in sales levels or local currency prices.

Item 4.  Controls and Procedures

Evaluation of Disclosure Controls and Procedures

Our management, with the participation of our Chief Executive Officer and our Chief Financial Officer, carried out an evaluation of the effectiveness of the design and operation of our disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934, as amended (the “Exchange Act”)) as of the end of the period covered by this quarterly report. Based on that evaluation, our Chief Executive Officer and our Chief Financial Officer concluded that our disclosure controls and procedures were effective as of September 27, 2008 in order to provide reasonable assurance that information required to be disclosed by the Company in its filings under the Exchange Act was recorded, processed, summarized and reported within the time periods specified in the rules and forms of the Securities and Exchange Commission.

Changes in Internal Control over Financial Reporting

There were no changes in our internal control over financial reporting during the quarter ended September 27, 2008 that have materially affected or are reasonably likely to materially affect, our internal control over financial reporting.

Inherent Limitations on Effectiveness of Controls

Our management, including our Chief Executive Officer and our Chief Financial Officer, does not expect that our disclosure controls or our internal control over financial reporting will prevent or detect all errors and all fraud. A control system, no matter how well designed and operated, can provide only reasonable, not absolute, assurance that the control system’s objectives will be met. Our disclosure controls and procedures are designed to provide reasonable assurance of achieving their objectives. The design of a control system must reflect the fact that there are resource constraints, and the benefits of controls must be considered relative to their costs. Further, because of the inherent limitations in all control systems, no evaluation of controls can provide absolute assurance that misstatements due to error or fraud will not occur or that all control issues and instances of fraud, if any, within the Company have been detected. These inherent limitations include the realities that judgments in decision-making can be faulty and that breakdowns can occur because of simple errors or mistakes. Controls can also be circumvented by the individual acts of some persons, by collusion of two or more people, or by management override of controls. The design of any system of controls is based in part on certain assumptions about the likelihood of future events, and there can be no assurance that any design will succeed in achieving its stated goals under all potential future conditions. Projections of any evaluation of controls effectiveness to future periods are subject to risks. Over time, controls may become inadequate because of changes in conditions or deterioration in the degree of compliance with policies or procedures.

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PART II. OTHER INFORMATION

Item 1A.  Risk Factors

In addition to the other information set forth in this report, you should carefully consider the factors discussed in Part I, “Item 1A. Risk Factors” in our Annual Report on Form 10-K for the year ended December 29, 2007, which could materially affect our business, financial condition or future results. The risks described in our Annual Report on Form 10-K are not the only risks facing our Company. Additional risks and uncertainties not currently known to us or that we currently deem to be immaterial also may materially adversely affect our business, financial condition and/or operating results.

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Item 6.  Exhibits

Exhibit Number		Description
2.1	Agreement of Merger dated as of December 26, 2006 among Cenveo, Inc., Mouse Acquisition Corp. and Cadmus Communications Corporation—incorporated by reference to Exhibit 2.1 to registrant’s current report on Form 8-K filed December 27, 2006.
2.2	Stock Purchase Agreement dated as of July 17, 2007 among Cenveo Corporation, Commercial Envelope Manufacturing Co., Inc. and its shareholders—incorporated by reference to Exhibit 2.1 to registrant’s current report on Form 8-K filed July 20, 2007.
3.1	Articles of Incorporation—incorporated by reference to Exhibit 3(i) of the registrant’s quarterly report on Form 10-Q for the quarter ended March 31, 1997.
3.2	Articles of Amendment to the Articles of Incorporation dated May 17, 2004—incorporated by reference to Exhibit 3.2 to registrant’s quarterly report on Form 10-Q for the quarter ended March 31, 2004.
3.3	Amendment to Articles of Incorporation and Certificate of Designations of Series A Junior Participating Preferred Stock of the Registrant dated April 20, 2005—incorporated by reference to Exhibit 3.1 to registrant’s current report on Form 8-K filed April 21, 2005.
3.4	Bylaws as amended and restated effective February 22, 2007—incorporated by reference to Exhibit 3.2 to registrant’s current report on Form 8-K filed August 30, 2007.
3.5*	Registration Statement on Form S-8 dated September 11, 2008 registering shares under the Cenveo, Inc. 2007 Long-Term Equity Incentive Plan, and filed with the Securities & Exchange Commission on September 11, 2008.
3.6*	Registration Statement on Form S-8 dated September 11, 2008 de-registering shares under the Cenveo, Inc. 2001 Long-Term Equity Incentive Plan, and filed with the Securities & Exchange Commission on September 11, 2008.
4.1	Indenture dated as of February 4, 2004 between Mail-Well I Corporation and U.S. Bank National Association, as Trustee, and Form of Senior Subordinated Note and Guarantee relating to Mail-Well I Corporation’s 7⅞% Senior Subordinated Notes due 2013—incorporated by reference to Exhibit 4.5 to registrant’s annual report on Form 10-K for the year ended December 31, 2003.
4.2	Registration Rights Agreement dated February 4, 2004, between Mail-Well I Corporation and Credit Suisse First Boston, as Initial Purchaser, relating to Mail-Well I Corporation’s 7⅞% Senior Subordinated Notes due 2013—incorporated by reference to Exhibit 4.6 to registrant’s annual report on Form 10-K for the year ended December 31, 2003.
4.3	Supplemental Indenture, dated as of June 21, 2006 among Cenveo Corporation (f/k/a Mail-Well I Corporation), the Guarantors named therein and U.S. Bank National Association, as Trustee, to the Indenture dated as of February 4, 2004 relating to the 7⅞% Senior Subordinated Notes due 2013—incorporated by reference to Exhibit 4.2 to registrant’s current report on Form 8-K filed June 27, 2006.
4.4	Third Supplemental Indenture, dated as of March 7, 2007 among Cenveo Corporation (f/k/a Mail-Well I Corporation), the Guarantors named therein and U.S. Bank National Association, as Trustee, to the Indenture dated as of February 4, 2004 relating to the 7⅞% Senior Subordinated Notes due 2013—incorporated by reference to Exhibit 4.7 to registrant’s quarterly report on Form 10-Q for the quarter ended March 31, 2007.

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Exhibit Number	Description
4.5	Fourth Supplemental Indenture, dated as of July 9, 2007 among Cenveo Corporation (f/k/a Mail-Well I Corporation), the Guarantors named therein and U.S. Bank National Association, as Trustee, to the Indenture dated as of February 4, 2004 relating to the 7⅞% Senior Subordinated Notes due 2013—incorporated by reference to Exhibit 4.8 to registrant’s quarterly report on Form 10-Q for the quarter ended June 30, 2007.
4.6	Fifth Supplemental Indenture, dated as of August 30, 2007 among Cenveo Corporation (f/k/a Mail-Well I Corporation), the Guarantors named therein and U.S. Bank National Association, as Trustee, to the Indenture dated as of February 4, 2004 relating to the 7⅞% Senior Subordinated Notes due 2013—incorporated by reference to Exhibit 4.6 to registrant’s quarterly report on Form 10-Q for the quarter ended September 29, 2007.
4.7	Sixth Supplemental Indenture, dated as of April 16, 2008 among Cenveo Corporation (f/k/a Mail-Well I Corporation), the Guarantors named therein and U.S. Bank National Association, as Trustee, to the Indenture dated as of February 4, 2004 relating to the 7⅞% Senior Subordinated Notes due 2013—incorporated by reference to Exhibit 4.7 to registrant’s quarterly report on Form 10-Q for the quarter ended June 28, 2008.
4.8*	Seventh Supplemental Indenture, dated as of August 20, 2008 among Cenveo Corporation (f/k/a Mail-Well I Corporation), the Guarantors named therein and U.S. Bank National Association, as Trustee, to the Indenture dated as of February 4, 2004 relating to the 7⅞% Senior Subordinated Notes due 2013.
4.9	Indenture, dated as of June 15, 2004, among Cadmus Communications Corporation, the Guarantors named therein and Wachovia Bank, National Association, as Trustee, relating to the 8⅜% Senior Subordinated Notes due 2014—incorporated by reference to Exhibit 4.9 to Cadmus Communications Corporation’s registration statement on Form S-4 filed August 24, 2004.
4.10	Registration Rights Agreement, dated June 15, 2004, among Cadmus Communications Corporation, the Guarantors named therein and Wachovia Capital Markets, LLC and Banc of America Securities LLC on behalf of the Initial Purchasers, relating to the 8⅜% Senior Subordinated Notes due 2014—incorporated by reference to Exhibit 4.10 to Cadmus Communications Corporation’s registration statement on Form S-4 filed August 24, 2004.
4.11	First Supplemental Indenture, dated as of March 1, 2005, to the Indenture dated as of June 15, 2004, among Cadmus Communications Corporation, the Guarantors named therein and Wachovia Bank, National Association, as Trustee, relating to the 8⅜% Senior Subordinated Notes due 2014—incorporated by reference to Exhibit 4.9.1 to Cadmus Communications Corporation’s quarterly report on Form 10-Q for the quarter ended March 31, 2005, filed May 13, 2005.
4.12	Second Supplemental Indenture, dated as of May 19, 2006, to the Indenture dated as of June 15, 2004, among Cadmus Communications Corporation, the Guarantors named therein and U.S. Bank National Association (successor to Wachovia Bank, National Association), as Trustee, relating to the 8⅜% Senior Subordinated Notes due 2014—incorporated by reference to Exhibit 4.9.2 to Cadmus Communications Corporation’s annual report on Form 10-K for the year ended June 30, 2006, filed September 13, 2006.
4.13	Third Supplemental Indenture, dated as of March 7, 2007, to the Indenture dated as of June 15, 2004, among Cenveo Corporation (as successor to Cadmus Communications Corporation), the Guarantors named therein and U.S. Bank National Association (successor to Wachovia Bank, National Association), as Trustee, relating to the 8⅜% Senior Subordinated Notes due 2014—incorporated by reference to Exhibit 4.11 to registrant’s quarterly report on Form 10-Q for the quarter ended March 31, 2007.

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Exhibit Number Description

4.14	Fourth Supplemental Indenture, dated as of July 9, 2007, to the Indenture dated as of June 15, 2004, among Cenveo Corporation (as successor to Cadmus Communications Corporation), the Guarantors named therein and U.S. Bank National Association (successor to Wachovia Bank, National Association), as Trustee, relating to the 8⅜% Senior Subordinated Notes due 2014—incorporated by reference to Exhibit 4.13 to registrant’s quarterly report on Form 10-Q for the quarter ended June 30, 2007.
4.15	Fifth Supplemental Indenture, dated as of August 30, 2007, to the Indenture dated as of June 15, 2004, among Cenveo Corporation (as successor to Cadmus Communications Corporation), the Guarantors named therein and U.S. Bank National Association (successor to Wachovia Bank, National Association), as Trustee, relating to the 8⅜% Senior Subordinated Notes due 2014—incorporated by reference to Exhibit 4.13 to registrant’s quarterly report on Form 10-Q for the quarter ended September 29, 2007.
4.16	Sixth Supplemental Indenture, dated as of November 7, 2007, to the Indenture dated as of June 15, 2004, among Cenveo Corporation (as successor to Cadmus Communications Corporation), the Guarantors named therein and U.S. Bank National Association (successor to Wachovia Bank, National Association), as Trustee, relating to the 8⅜% Senior Subordinated Notes due 2014—incorporated by reference to Exhibit 4.12 to registrant’s annual report on Form 10-K for the year ended December 29, 2007.
4.17	Seventh Supplemental Indenture, dated as of April 16, 2008, to the Indenture dated as of June 15, 2004, among Cenveo Corporation (as successor to Cadmus Communications Corporation), the Guarantors named therein and U.S. Bank National Association (successor to Wachovia Bank, National Association), as Trustee, relating to the 8⅜% Senior Subordinated Notes due 2014—incorporated by reference to Exhibit 4.16 to registrant’s quarterly report on Form 10-Q for the quarter ended June 28, 2008.
4.18*	Eighth Supplemental Indenture, dated as of August 20, 2008, to the Indenture dated as of June 15, 2004, among Cenveo Corporation (as successor to Cadmus Communications Corporation), the Guarantors named therein and U.S. Bank National Association (successor to Wachovia Bank, National Association), as Trustee, relating to the 8⅜% Senior Subordinated Notes due 2014.
4.19	Indenture, dated as of June 13, 2008, between Cenveo Corporation and U.S. Bank National Association, as Trustee, relating to the 10½% Notes of Cenveo Corporation—incorporated by reference to Exhibit 4.1 to registrant’s current report on Form 8-K dated (date of earliest event reported) June 9, 2008, filed June 13, 2008.
4.20	Guarantee by Cenveo, Inc. and the other guarantors named therein relating to the 10½% Notes of Cenveo Corporation—incorporated by reference to Exhibit 4.2 to registrant’s current report on Form 8-K dated (date of earliest event reported) June 9, 2008, filed June 13, 2008.
4.21*	First Supplemental Indenture, dated as of August 20, 2008, to the Indenture of June 13, 2008 between Cenveo Corporation and U.S. Bank National Association, as Trustee, relating to the 10½% Notes of Cenveo Corporation.

4.22	Registration Rights Agreement dated as June 13, 2008, among Cenveo Corporation, Cenveo Inc., the other guarantors named therein and Lehman Brothers Inc.—incorporated by reference to Exhibit 10.1 to registrant’s current report on Form 8-K dated (date of earliest event reported) June 9, 2008, filed June 13, 2008.
31.1*	Certification by Robert G. Burton, Sr., Chief Executive Officer, pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
31.2*	Certification by Mark S. Hiltwein, Chief Financial Officer, pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.

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Exhibit Number	Description
32.1*	Certification of the Chief Executive Officer and of the Chief Financial Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, furnished as an exhibit to this report on Form 10-Q.

________________________

*Filed herewith.

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SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Stamford, State of Connecticut, on November 5, 2008.

CENVEO, INC.
By:	/s/ Robert G. Burton, Sr.
	Robert G. Burton, Sr.
	Chairman and Chief Executive Officer
	(Principal Executive Officer)
By:	/s/ Mark S. Hiltwein
	Mark S. Hiltwein
	Chief Financial Officer
	(Principal Financial Officer and
	Principal Accounting Officer)

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EX-3.5

EXHIBIT 3.5

As filed with the Securities and Exchange Commission on September 11, 2008

Registration No. 333-153447

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM S-8

REGISTRATION STATEMENT

UNDER

THE SECURITIES ACT OF 1933

CENVEO, INC.

(Exact Name of Registrant as Specified in Its Charter)

Colorado (State or Other Jurisdiction of Incorporation or Organization) 84-1250533 (I.R.S. Employer Identification No.)

One Canterbury Green, 201 Broad Street

Stamford, CT  06901

(Address, Including Zip Code, of Registrant’s Principal Executive Offices)

Cenveo, Inc. 2007 Long-Term Equity Incentive Plan

 (Full Title of the Plan)

Timothy M. Davis

Senior Vice President, General Counsel and Secretary

Cenveo, Inc.

One Canterbury Green, 201 Broad Street

Stamford, CT  06901

(203) 595-3000

(Name, Address, Including Zip Code, and Telephone Number, Including Area Code, of Agent For Service)

CALCULATION OF REGISTRATION FEE

Title of Each Class of Securities To be Registered	Amount to be Registered(1)(2)	Proposed Maximum Offering Price Per Share(3)	Proposed Maximum Aggregate Offering Price(3)	Amount of Registration Fee(4)
Common Stock, par value $0.01 per share	3,313,670	$9.395	$36,568,730	$1,437.20

(1) Pursuant to Instruction E of Form S-8 and the telephone interpretation of the Securities and Exchange Commission set forth in Section G. Securities Act Forms, No. 89, of the Division of Corporation Finance’s Manual of Publicly Available Telephone Interpretations dated July 1997, the 3,313,670 shares being registered includes 1,313,670 shares (the “Carryover Shares”) that were previously available for issuance under the Cenveo, Inc. 2001 Long-Term Equity Incentive Plan, as amended to date (the “2001 Plan”) but that have been carried forward to, and included in the reserve available for issuance under, the Cenveo, Inc. 2007 Long-Term Equity Incentive Plan, as amended to date (the “2007 Plan”).  The Carryover Shares were previously registered on the Form S-8 (Registration No. 333-118861), which was filed on September 7, 2004 (the “Prior Registration Statement”).  Pursuant to a contemporaneously filed post-effective amendment to the Prior Registration Statement, the Carryover Shares are being deregistered from the Prior Registration Statement and transferred to this Registration Statement, together with the associated registration fees, for delivery under the 2007 Plan.  To the extent any additional shares that remain subject to outstanding awards under the 2001 Plan otherwise would have been returned to the 2001 Plan on account of the expiration, cancellation or forfeiture thereof, those shares will instead be included in the shares reserved for issuance under the 2007 Plan.  Accordingly, Post-effective amendments to this Registration Statement may periodically be filed in order to carry-over such shares from the 2001 Plan to the 2007 Plan.

(2) This Registration Statement also relates to such indeterminate number of additional shares as may be issuable pursuant to stock splits, stock dividends, or similar transactions.

(3) The proposed maximum offering price per share of Common Stock and the proposed maximum aggregate offering price are calculated solely for the purpose of determining the registration fee pursuant to Rule 457(h) under the Securities Act of 1933.  With respect to 640,000 shares of Common Stock as to which stock options were granted prior to the date hereof, the registration fee is based on the option exercise price of $17.89 per share, and with respect to the balance of the shares being registered (consisting of 2,673,670 shares of Common Stock), the fee is based on a price of $9.395 per share, which is the average of the high ($9.71) and low ($9.08) sales prices of the Common Stock on September 5, 2008 on the New York Stock Exchange.

(4) Pursuant to Rule 457(p) under the Securities Act of 1933, the $1,437.20 aggregate total registration fee for the 3,313,670 shares registered on this Registration Statement is offset by registration fees in the amount of $313.27 previously paid with respect to the Carryover Shares in connection with the Prior Registration Statement.  Accordingly, the Registrant is currently paying a registration fee of $1,123.93 in connection with the filing of this Registration Statement.

EXPLANATORY NOTE

This Registration Statement on Form S-8 (this “Registration Statement”) relates to the registration of 3,313,670 shares of common stock, par value $0.01 per share (“Common Stock”), of Cenveo, Inc. (the “Company”) for issuance pursuant to awards granted under the Cenveo, Inc. 2007 Long-Term Equity Incentive Plan, as amended to date (the “2007 Plan”).  The 2007 Plan replaces the Company’s 2001 Plan.  No future awards will be made under the 2001 Plan.  According to the terms of the 2007 Plan, any unused shares authorized for awards under the 2001 Plan are available for issuance under the 2007 Plan.

The 3,313,670 shares of Common Stock being registered under this Registration Statement consist of:  (i) 2,000,000 shares authorized for issuance under the 2007 Plan that were not previously registered and (ii) 1,313,670 shares previously registered for issuance under the 2001 Plan.  None of the shares being registered hereunder relating to the 2001 Plan may be issued under the 2001 Plan; such shares may be offered and sold only under the 2007 Plan.

Contemporaneously with the filing of this Registration Statement on Form S-8, the Registrant is filing a Post-Effective Amendment No. 1 to Registration Statement on Form S-8 to deregister 1,313,670 shares of Common Stock previously authorized for issuance under the 2001 Plan.

PART I

INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS

The Company has sent or given or will send or give documents containing the information specified by Part I of this Registration Statement to participants in the 2007 Plan, as specified in Rule 428(b)(1) promulgated by the Securities and Exchange Commission (the “SEC”) under the Securities Act. The Registrant is not filing such documents with the Commission, but these documents constitute (along with the documents incorporated by reference into this Registration Statement pursuant to Item 3 of Part II hereof) a prospectus that meets the requirements of Section 10(a) of the Securities Act.

PART II

INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3.  Incorporation of Documents by Reference

The following documents filed with the SEC by the Company are incorporated herein by reference as of their respective dates of filing and shall be deemed to be a part hereof:

• the Company’s Annual Report on Form 10-K for the year ended December 31, 2007;

• the Company’s Quarterly Reports on Form 10-Q for the quarters ended March 29, 2008 and June 28, 2008;

• the Company’s Current Reports on Form 8-K filed January 24, 2008, February 1, 2008, February 27, 2008, February 29, 2008, March 14, 2008, April 1, 2008, May 8, 2008, June 5, 2008, June 13, 2008, July 8, 2008 and August 7, 2008, as well as the amendments to the Company’s Current Reports on Form 8-K filed June 18, 2008 and July 1, 2008.

• the description of the Company’s Common Stock contained in the Company’s registration statements therefor and subsequent amendments thereof.

All documents filed by the Registrant pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act after the date of this Registration Statement and prior to the filing of a post-effective amendment which indicates that all securities offered hereby have been sold or which deregisters all securities then remaining unsold, shall be deemed to be incorporated by reference in this Registration Statement and to be a part hereof from the date of the filing of such documents.  Any statement contained in a document incorporated by reference herein shall be deemed to be modified or superseded for purposes of this Registration Statement to the extent that a statement contained in a subsequently filed document which is also incorporated by reference herein modifies or supersedes such statement.

Item 4.  Description of Securities

Not applicable.

Item 5.  Interests of Named Experts and Counsel

An opinion on the legality of the securities registered hereby has been rendered by Timothy M. Davis, the Company’s Senior Vice President, General Counsel and Secretary. Mr. Davis is an employee of the Company and is eligible to be granted awards under the 2007 Plan.

Item 6.  Indemnification of Directors and Officers

Section 7-109-101 et seq. of the Colorado Business Corporations Act empowers a Colorado corporation to indemnify its directors, officers, employees and agents under certain circumstances, as well as providing for elimination of personal liability of directors and officers of a Colorado corporation for monetary damages.

A corporation must indemnify a person who was wholly successful, on the merits or otherwise, in the defense of any proceeding to which the person was a party because the person is or was a director, officer, employee, fiduciary or agent, against reasonable expenses incurred by him or her in connection with the proceeding.

A corporation may indemnify a person made a party to a proceeding because the person is or was a director, officer, employee, fiduciary or agent if the person conducted himself or herself in good faith and the person reasonably believed that his or her conduct was in or not opposed to the best interests of the corporation (or in the case of a criminal proceeding, had a reasonable belief that his or her conduct was not unlawful), except that no indemnification is allowed in connection with a proceeding by or in the right of the corporation in which the person seeking indemnification was adjudged to be liable to the corporation or in connection with any other proceeding in which the person was adjudged liable on the basis that he or she derived an improper personal benefit.

A corporation may purchase and maintain insurance on behalf of a person who is or was a director, officer, employee, fiduciary or agent of the corporation, or who, while a director, officer, employee, fiduciary or agent of another domestic or foreign corporation or other person or an employee benefit plan, against liability asserted against or incurred by the person in that capacity or arising from his or her status as a director, officer, employee, fiduciary, or agent, whether or not the corporation would have power to indemnify the person against the same liability under Section 7-109-101 et seq.

Article V of the Articles of Incorporation of the Registrant reads as follows:

“The Corporation shall indemnify, to the fullest extent permitted by applicable law in effect from time to time, any person, and the estate and personal representative of any such person, against all liability and expense (including attorneys’ fees) incurred by reason of the fact that he or she is or was a director or officer of the Corporation or, while serving as a director or officer of the Corporation, he or she is or was serving at the request of the Corporation as a director, officer, partner, trustee, employee, fiduciary, or agent of, or in any similar managerial or fiduciary position of, another domestic or foreign Corporation or other individual or entity or of an employee benefit plan. The Corporation shall also indemnify any person who is serving or has served the Corporation as director, officer, employee, fiduciary, or agent, and that person’s estate and personal representative, to the extent and in the manner provided in any bylaw, resolution of the shareholders or directors, contract, or otherwise, so long as such provision is legally permissible.”

Article VI of the Articles of Incorporation of the Registrant reads as follows:

“There shall be no personal liability of a director to the Corporation or to its shareholders for monetary damages for breach of fiduciary duty as a director, except that said personal liability shall not be eliminated to the Corporation or to the shareholders for monetary damages arising due to any breach of the director’s duty of loyalty to the Corporation or to the shareholders, acts or omissions not in good faith or which involve intentional misconduct or a knowing violation of law, acts specified in section 7-108-403, C.R.S., or any transaction from which a director derived an improper personal benefit. Notwithstanding any other provisions herein, personal liability of a director shall be eliminated to the greatest extent possible as is now, or in the future, provided for by law.  Any repeal or modification of the foregoing sentence shall not adversely affect any right or protection of a director of the Corporation existing hereunder with respect to any act or omission occurring prior to such repeal or modification.”

Article VIII of the Bylaws of the Registrant reads as follows:

“The corporation shall be authorized to indemnify any person entitled to indemnity under the Colorado Business Corporation Act, as the same exists or may hereafter be amended (the “Act”), to the fullest extent permitted by the Act; provided, however, that the corporation shall not be permitted to indemnify any person in connection with any proceeding initiated by such person, unless such proceeding is authorized by a majority of the directors of the corporation.”

The Company may purchase and maintain insurance on behalf of any person who is or was a director, officer or employee of the Company, or is or was serving at the request of the Company as a director, officer or employee of another corporation, partnership, joint venture, trust or other enterprise against any liability asserted against him and incurred by him in any such capacity, or arising out of his status as such, whether or not the Company would have the power to indemnify him against such liability under the provisions of the Company’s Articles of Incorporation.

Item 7.  Exemption from Registration Claimed

Not applicable.

Item 8.  Exhibits

The following exhibits are filed as part of this Registration Statement:

Exhibit No.	Description
4.1	Articles of Incorporation of Cenveo, Inc. (incorporated by reference to Exhibit 3.1 to the Company’s Quarterly Report on Form 10-Q for the quarter ended June 30, 1997, as filed with the SEC on August 14, 1997)
4.2	Amendment to Articles of Incorporation of Cenveo, Inc. (incorporated by reference to Exhibit 3.2 to the Company’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2004, as filed with the SEC on August 2, 2004)
4.3	Amendment to Articles of Incorporation and Certificate of Designations of Series A Junior Participating Preferred Stock of Cenveo, Inc. (incorporated by reference to Exhibit 3.1 to the Company’s Current Report on Form 8-K dated (date of earliest event reported) April 17, 2005, as filed with the SEC on April 21, 2005)
4.4	Amended and Restated Bylaws of Cenveo, Inc.  (incorporated by reference to Exhibit 3.2 to the Company’s Current Report on Form 8-K dated (date of earliest event reported) February 22, 2007, as filed with the SEC on August 30, 2007)
4.5	Cenveo, Inc. 2007 Long-Term Equity Incentive Plan (incorporated by reference to Exhibit 10.1 to the Company’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2007, as filed with the SEC on August 8, 2007)
4.6	Amendment to the Cenveo, Inc. 2007 Long-Term Equity Incentive Plan (incorporated by reference as Exhibit A to the Company’s Definitive 14A, as filed with the SEC on April 28, 2008)
5.1	Opinion of Timothy M. Davis, the Company’s General Counsel
23.1	Consent of Deloitte & Touche LLP
23.2	Consent of Ernst & Young LLP
23.3	Consent of Timothy M. Davis (included in Exhibit 5.1)
24.1	Powers of Attorney (included in signature page to this Registration Statement)

Item 9.  Undertakings

A. The undersigned registrant hereby undertakes:

(1)  To file, during any period in which offers or sales are being made, a post-effective amendment to the registration statement:

(i) To include any prospectus required by section 10(a)(3) of the Securities Act;

(ii) To reflect in the prospectus any facts or events arising after the effective date of the registration statement (or the most recent post-effective amendment thereof) which, individually or in the aggregate, represent a

fundamental change in the information set forth in the registration statement.  Notwithstanding the foregoing, any increase or decrease in volume of securities offered (if the total dollar value of securities offered would not exceed that which was registered) and any deviation from the low or high end of the estimated maximum offering range may be reflected in the form of prospectus filed with the SEC pursuant to Rule 424(b) if, in the aggregate, the changes in volume and price represent no more than 20% change in the maximum aggregate offering price set forth in the “Calculation of Registration Fee” table in the effective registration statement.

(iii) To include any material information with respect to the plan of distribution not disclosed previously in the registration statement or any material change to such information in the registration statement;

Provided however, that paragraphs (a)(1)(i) and (a)(1)(ii) of this section do not apply if the registration statement is on Form S-8, and the information required to be included in a post-effective amendment by those paragraphs is contained in reports filed with or furnished to the SEC by the registrant pursuant to section 13 or section 15(d) of the Exchange Act that are incorporated by reference in the registration statement.

(2)  That, for the purpose of determining any liability under the Securities Act, each such post-effective amendment shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.

(3)  To remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold at the termination of the offering.

B. The undersigned registrant hereby undertakes that, for purposes of determining any liability under the Securities Act, each filing of the registrant’s annual report pursuant to section 13(a) or section 15(d) of the Exchange Act (and, where applicable, each filing of an employee benefit plan’s annual report pursuant to section 15(d) of the Exchange Act) that is incorporated by reference in the registration statement shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.

C. Insofar as indemnification for liabilities arising under the Securities Act may be permitted to directors, officers and controlling persons of the registrant pursuant to the foregoing provisions, or otherwise, the registrant has been advised that in the opinion of the SEC such indemnification is against public policy as expressed in the Securities Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the registrant of expenses incurred or paid by a director, officer or controlling person of the registrant in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, the registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Securities Act and will be governed by the final adjudication of such issue.

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the Company certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-8 and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Stamford, State of Connecticut.

Dated:   September 11, 2008

CENVEO, INC.

By:        /s/ Mark S. Hiltwein                                                                                                

Name:   Mark S. Hiltwein

Title:     Chief Financial Officer

POWER OF ATTORNEY

Each person whose signature appears on the signature page to this Registration Statement constitutes and appoints Timothy M. Davis and Mark S. Hiltwein his or her true and lawful attorneys-in-fact and agents, with full power of substitution and resubstitution, for the undersigned and in his or her name, place and stead, in any and all capacities, to sign any and all amendments to this Registration Statement, and to file the same, with all exhibits hereto and other documents in connection herewith with the Securities and Exchange Commission, granting unto said attorneys-in-fact and agents, full power and authority to do so and perform each and every act and thing requisite and necessary to be done in and about the premises, as fully to all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents of any of them, or his substitute, may lawfully do or cause to be done by virtue thereof.

Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities and on the date indicated.

Signature	Capacity	Date
/s/ Robert G. Burton, Sr.	Chairman of the Board and Chief Executive Officer (Principal Executive Officer)	September 11, 2008
Robert G. Burton, Sr.
/s/ Mark S. Hiltwein	Chief Financial Officer (Principal Financial Officer and Principal Accounting Officer)	September 11, 2008
Mark S. Hiltwein
/s/ Gerald S. Armstrong	Director	September 11, 2008
Gerald S. Armstrong
/s/ Patrice M. Daniels	Director	September 11, 2008
Patrice M. Daniels
/s/ Leonard C. Green	Director	September 11, 2008
Leonard C. Green
/s/ Mark J. Griffin	Director	September 11, 2008
Mark J. Griffin
/s/ Robert B. Obernier	Director	September 11, 2008
Robert B. Obernier

EXHIBIT INDEX

Exhibit No.	Description
4.1	Articles of Incorporation of Cenveo, Inc. (incorporated by reference to Exhibit 3.1 to the Company’s Quarterly Report on Form 10-Q for the quarter ended June 30, 1997, as filed with the SEC on August 14, 1997)
4.2	Amendment to Articles of Incorporation of Cenveo, Inc. (incorporated by reference to Exhibit 3.2 to the Company’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2004, as filed with the SEC on August 2, 2004)
4.3	Amendment to Articles of Incorporation and Certificate of Designations of Series A Junior Participating Preferred Stock of Cenveo, Inc. (incorporated by reference to Exhibit 3.1 to the Company’s Current Report on Form 8-K dated (date of earliest event reported) April 17, 2005, as filed with the SEC on April 21, 2005)
4.4	Amended and Restated Bylaws of Cenveo, Inc.  (incorporated by reference to Exhibit 3.2 to the Company’s Current Report on Form 8-K dated (date of earliest event reported) February 22, 2007, as filed with the SEC on August 30, 2007)
4.5	Cenveo, Inc. 2007 Long-Term Equity Incentive Plan (incorporated by reference to Exhibit 10.1 to the Company’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2007, as filed with the SEC on August 8, 2007)
4.6	Amendment to the Cenveo, Inc. 2007 Long-Term Equity Incentive Plan (incorporated by reference as Exhibit A to the Company’s Definitive 14A, as filed with the SEC on April 28, 2008)
5.1	Opinion of Timothy M. Davis, the Company’s General Counsel
23.1	Consent of Deloitte & Touche LLP
23.2	Consent of Ernst & Young LLP
23.3	Consent of Timothy M. Davis (included in Exhibit 5.1)
24.1	Powers of Attorney (included in signature page to this Registration Statement)

EXHIBIT 5.1

September 11, 2008

Cenveo, Inc.

201 Broad Street, 6th Floor

One Canterbury Green

Stamford, CT  06901

Ladies and Gentlemen:

I have acted as counsel to Cenveo, Inc., a Colorado corporation (the “Company”), in connection with its filing of a registration statement on Form S-8 (the “Registration Statement”) which is expected to be filed by Cenveo, Inc. (the “Company”) on or about September 11, 2008, with respect to the offer and sale of 3,313,670 shares of the Company’s common stock, par value $.01 per share (“Company Stock”), issuable under the Cenveo, Inc. 2007 Long-Term Equity Incentive Plan (“Plan”) as described in the Registration Statement.

In my capacity as counsel to the Company, I have examined originals or copies, satisfactory to me, of the Company’s articles of incorporation and bylaws and resolutions of the Company’s Board of Directors.  I have also reviewed such other matters of law and examined and relied upon such corporate records, agreements, certificates and other documents as I have deemed relevant and necessary as a basis for the opinion hereinafter expressed.  In such examination, I have assumed the genuineness of all signatures, the authenticity of all documents submitted to me as originals and the conformity with the original documents of all documents submitted to me as copies or facsimiles.  As to any facts material to such opinion, I have, to the extent that relevant facts were not independently established by me, relied on certificates of public officials and certificates of officers or other representatives of the Company.  Please note that I am Senior Vice President, General Counsel and Secretary of the Company, and I may be granted shares of Common Stock that are being registered in the Registration Statement.

On the basis of the foregoing, it is my opinion that the shares of Company Stock referred to above will be, when sold in accordance with the Plan and in the manner described in the Registration Statement, validly issued, fully paid and non-assessable.

I hereby consent to the filing of this opinion as an exhibit to the Registration Statement.

Very truly yours,

/s/ Timothy M. Davis

Timothy M. Davis

EXHIBIT 23.1

CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

We consent to the incorporation by reference in this Registration Statement on Form S-8 of our reports dated March 28, 2008, relating to the financial statements and financial statement schedule of Cenveo, Inc. (which report expresses an unqualified opinion and includes an explanatory paragraph referring to the adoption of the provisions of Financial Accounting Standards Board Interpretation No. 48, Accounting for Uncertainty in Income Taxes), and the effectiveness of internal control over financial reporting (which report expresses an unqualified opinion on the Company's internal control over financial reporting), appearing in its Annual Report on Form 10-K of Cenveo, Inc. for the year ended December 31, 2007.

/s/ Deloitte & Touche LLP

 Deloitte & Touche LLP

Stamford, CT

September 4, 2008

EXHIBIT 23.2

CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

We consent to the incorporation by reference in this Registration Statement (Form S-8 No. 333-00000) pertaining to the Cenveo, Inc. 2007 Long-Term Equity Incentive Plan of our reports dated February 28, 2007, except for Note 2, as to which the date is March 28, 2008, with respect to the consolidated financial statements and schedule of Cenveo, Inc. included in its Annual Report (Form 10-K) for the year ended December 31, 2007, filed with the Securities and Exchange Commission.

/s/ Ernst & Young LLP

 Ernst & Young LLP

Stamford, CT

September 4, 2008

EX-3.6

EXHIBIT 3.6

As filed with the Securities and Exchange Commission on September 11, 2008

Registration No. 333-118861

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

POST-EFFECTIVE AMENDMENT NO. 1

TO

 REGISTRATION STATEMENT ON

FORM S-8

UNDER

THE SECURITIES ACT OF 1933

CENVEO, INC.

(Exact Name of Registrant as Specified in Its Charter)

Colorado (State or Other Jurisdiction of Incorporation or Organization) 84-1250533 (I.R.S. Employer Identification No.)

One Canterbury Green, 201 Broad Street

Stamford, CT  06901

(Address, Including Zip Code, of Registrant’s Principal Executive Offices)

Cenveo, Inc. 2001 Long-Term Equity Incentive Plan

 (Full Title of the Plan)

Timothy M. Davis

Senior Vice President, General Counsel and Secretary

Cenveo, Inc.

One Canterbury Green, 201 Broad Street

Stamford, CT  06901

(203) 595-3000

(Name, Address, Including Zip Code, and Telephone Number, Including Area Code, of Agent For Service)

EXPLANATORY NOTE

Cenveo, Inc. (the “Company”) is filing this Post-Effective Amendment No. 1 to Registration Statement on Form S-8 to deregister certain shares of the Company’s common stock, par value $0.01 per share (“Common Stock”), originally registered for issuance pursuant to awards granted under the Cenveo, Inc. 2001 Long-Term Equity Incentive Plan, as amended and restated (the “2001 Plan”).   A total of 3,025,000 shares of Common Stock were registered for issuance under a registration statement on Form S-8 filed on September 7, 2004 (file No. 333-118861).

On May 3, 2007, the shareholders of the Company approved the Cenveo, Inc. 2007 Long-Term Equity Incentive Plan and on May 30, 2008, the shareholders of the Company approved an amendment to the Cenveo, Inc. 2007 Long-Term Equity Incentive Plan  (the “2007 Plan”), which replaces the 2001 Plan.  No future awards will be made under the 2001 Plan.  According to the terms of the 2007 Plan, any unused shares authorized for awards under the 2001 Plan are available for issuance under the 2007 Plan.  None of the shares being registered hereunder relating to the 2001 Plan (the “Carryover Shares”) may be issued under the 2001 Plan; such shares may be offered and sold only under the 2007 Plan.

Contemporaneously with the filing of this Post-Effective Amendment No. 1 to Registration Statement on Form S-8, the Company is filing a Registration Statement on Form S-8 to register 2,000,000 shares of Common Stock that have been authorized under the 2007 Plan and 1,313,670 Carryover Shares.  The Registrant is filing this Post-Effective Amendment No. 1 to deregister the Carryover Shares and transfer those shares to the Registration Statement filed with respect to the 2007 Plan.

The Registrant may, from time to time, file additional post-effective amendments to this Registration Statement to de-register shares that subsequently become available for new awards on account of the expiration, cancellation or forfeiture thereof and transfer such shares to a Registration Statement for issuance under the 2007 Plan.

-1-

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the Registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-8 and has duly caused this Post-Effective Amendment No. 1 to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Stamford, State of Connecticut.

Dated:   September 11, 2008

CENVEO, INC.

By:  /s/ Mark S. Hiltwein                                                

       Name: Mark S. Hiltwein

       Title: Chief Financial Officer

POWER OF ATTORNEY

Each person whose signature appears on the signature page to this Registration Statement constitutes and appoints Timothy M. Davis and Mark S. Hiltwein his or her true and lawful attorneys-in-fact and agents, with full power of substitution and re-substitution, for the undersigned and in his or her name, place and, stead, in any and all capacities, to sign any and all amendments to this Registration Statement, and to file the same, with all exhibits hereto and other documents in connection herewith with the Securities and Exchange Commission, granting unto said attorneys-in-fact and agents, full power and authority to do so and perform each and every act and thing requisite and necessary to be done in and about the premises, as fully to all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents of any of them, or his substitute, may lawfully do or cause to be done by virtue thereof.

Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities and on the date indicated.

Signature	Capacity	Date
/s/ Robert G. Burton, Sr.	Chairman of the Board and Chief Executive Officer (Principal Executive Officer)	September 11, 2008
Robert G. Burton, Sr.
/s/ Mark S. Hiltwein	Chief Financial Officer (Principal Financial Officer and Principal Accounting Officer)	September 11, 2008
Mark S. Hiltwein
/s/  Gerald S. Armstrong	Director	September 11, 2008
Gerald S. Armstrong
/s/  Patrice M. Daniels	Director	September 11, 2008
Patrice M. Daniels
/s/  Leonard C. Green	Director	September 11, 2008
Leonard C. Green
/s/ Mark J. Griffin	Director	September 11, 2008
Mark J. Griffin
/s/ Robert B. Obernier	Director	September 11, 2008
Robert B. Obernier

-2-

EX-4.8

EXHIBIT 4.8

CENVEO CORPORATION

(f/k/a MAIL-WELL I CORPORATION)

the GUARANTORS named in Schedule I hereto

and

U.S. BANK NATIONAL ASSOCIATION,

as Trustee

SEVENTH SUPPLEMENTAL INDENTURE

Supplementing the Indenture of

February 4, 2004

Dated as of August 20, 2008

7⅞% SENIOR SUBORDINATED NOTES DUE 2013

THIS SEVENTH SUPPLEMENTAL INDENTURE, dated as of August 20, 2008, is among Cenveo Corporation, a Delaware corporation (f/k/a Mail-Well I Corporation) (the “Company”), the Guarantors (as defined herein) listed on Schedule I hereto (each a “Guarantor” and collectively the “Guarantors”), and U.S. Bank National Association, as trustee (the “Trustee”).

WHEREAS, in connection with the issuance by the Company of its 7⅞% Senior Subordinated Notes due 2013 (the “Notes”), in the aggregate principal amount of $320,000,000, the Company and the Trustee entered into an indenture dated as of February 4, 2004 (as supplemented by the First Supplemental Indenture dated as of June 21, 2006, the Second Supplemental Indenture dated as of August 11, 2006, the Third Supplemental Indenture dated as of March 7, 2007, the Fourth Supplemental Indenture dated as of July 9, 2007, the Fifth Supplemental Indenture dated as of August 30, 2007 and the Sixth Supplemental Indenture dated as of April 16, 2008, the “Indenture”); and

WHEREAS, Section 9.01 of the Indenture provides that the Company, the Guarantors and the Trustee may amend or supplement the Indenture and the Notes without the consent of any holder of any outstanding Notes; and

WHEREAS, the Company has authorized the execution and delivery of this Seventh Supplemental Indenture; and

WHEREAS, all things necessary to make this Seventh Supplemental Indenture a valid agreement of the Company, the Guarantors and the Trustee have been done.

NOW THEREFORE, WITNESSETH, that, for and in consideration of the premises, and in order to comply with the terms of Section 4.15 and Article Nine of the Indenture, the Company agrees with the Guarantors and the Trustee as follows:

ARTICLE 1.

ADDITION OF GUARANTORS

SECTION 1.01. ADDITIONAL GUARANTORS

Effective as of the Operative Date (as hereinafter defined), in accordance with the terms of the Indenture, Lightning Labels, LLC (the “Additional Guarantor”) hereby agrees (a) to become a Guarantor in respect of the Notes and the other obligations of the Company guaranteed by the Guarantors pursuant to Article 11 of the Indenture, with the same force and effect as if it were an original party to the Indenture in such capacity, (b) that each reference in the Indenture to a “Guarantor” shall also mean and be a reference to the Additional Guarantor, and (c) to be obligated and bound by all the terms, provisions and covenants under the Indenture (including, without limitation, Article 11 thereof) which are binding on a Guarantor.

The obligations of the Additional Guarantor to the Holders of the Notes and to the Trustee pursuant to the Note Guarantee are expressly subordinated to the extent set forth in Article 10 of the Indenture and reference is hereby made to the Indenture for the precise terms of such subordination.

ARTICLE 2.

MISCELLANEOUS

SECTION 2.01. OPERATIVE DATE

This Seventh Supplemental Indenture is effective when executed (the “Operative Date”).

SECTION 2.02. COUNTERPART ORIGINALS

The parties may sign any number of copies of this Seventh Supplemental Indenture.  Each signed copy shall be an original, but all of them together shall constitute the same agreement.

SECTION 2.03. GOVERNING LAW

This Seventh Supplemental Indenture shall be governed by and construed in accordance with the laws of the State of New York, without regard to its conflicts of laws principles.

SECTION 2.04. TRUSTEE’S DISCLAIMER

The recitals contained herein shall be taken as the statements of the Company, and the Trustee assumes no responsibility for their correctness.  The Trustee makes no representation as to the validity or sufficiency of this Seventh Supplemental Indenture.

IN WITNESS WHEREOF, the parties hereto have caused this Seventh Supplemental Indenture to be duly executed, all as of the date and year first written above.

CENVEO CORPORATION

By:  /s/ Mark S. Hiltwein                                          

Name:  Mark S. Hiltwein

Title:    Chief Financial Officer

EACH ENTITY LISTED ON SCHEDULE

I HERETO

By:  /s/ Mark S. Hiltwein                                          

Name:  Mark S. Hiltwein

Title:    Chief Financial Officer

U.S. BANK NATIONAL ASSOCIATION

By:  /s/ John G. Correia                                            

Name:  John G. Correia

Title:    Vice President

SEVENTH 7 7/8% SUPPLEMENTAL INDENTURE

SCHEDULE I

Cenveo, Inc.

Discount Labels, LLC

Cenveo Alberta Finance LP

Cenveo Government Printing, Inc.

Cenveo Services, LLC

McLaren Morris & Todd Company

MM&T Packaging Company

Cenveo Commercial Ohio, LLC

Cenveo Resale Ohio, LLC

Cenveo Omemee LLC

Colorhouse China, Inc.

MMTP Holdings, Inc.

CRX JV, LLC

CRX Holding, Inc.

Rx Technology Corp.

RX JV Holding, Inc.

PC Ink Corp.

Printegra Corporation

Cadmus Printing Group, Inc.

Washburn Graphics, Inc.

Cadmus Journal Services, Inc.

Cadmus Financial Distribution, Inc.

Cadmus Technology Solutions, Inc.

Garamond/Pridemark Press, Inc.

Cadmus Delaware, Inc.

Cadmus UK, Inc.

Expert Graphics, Inc.

Cadmus Government Publication Services, Inc.

Cadmus Marketing Group, Inc.

American Graphics, Inc.

Cadmus Direct Marketing, Inc.

Cadmus Interactive, Inc.

Cadmus Marketing, Inc.

Cadmus/O’Keefe Marketing, Inc.

Old TSI, Inc.

Cadmus Investments, LLC

Port City Press, Inc.

Science Craftsman Incorporated

Cadmus International Holdings, Inc.

CDMS Management, LLC,

Vaughan Printers Inc.

VSUB Holding Company

Madison/Graham ColorGraphics, Inc.

Madison/Graham ColorGraphics Interstate Services, Inc.

Commercial Envelope Manufacturing Co., Inc.

Berlin & Jones Co., LLC

Heinrich Envelope, LLC

Cenveo CEM, LLC

Cenveo CEM, Inc.

CNMW Investments, Inc.

Rex Corporation

136 Eastport Road, LLC

Lightning Labels, LLC

EX-4.18

EXHIBIT 4.18

CENVEO CORPORATION

(as successor to Cadmus Communications Corporation)

the SUBSIDIARY GUARANTORS named in Schedule I hereto

and

U.S. BANK NATIONAL ASSOCIATION,

as Trustee

EIGHTH SUPPLEMENTAL INDENTURE

Supplementing the Indenture of

June 15, 2004

Dated as of August 20, 2008

8⅜% SENIOR SUBORDINATED NOTES DUE 2014

THIS EIGHTH SUPPLEMENTAL INDENTURE, dated as of August 20 2008 (this “Supplemental Indenture”), is among Cenveo Corporation, a Delaware corporation (as successor to Cadmus Communications Corporation, a Virginia corporation) (the “Company”), the Subsidiary Guarantors (as defined herein) listed on Schedule I hereto (each a “Subsidiary Guarantor” and collectively the “Subsidiary Guarantors”), and U.S. Bank National Association (successor trustee to Wachovia Bank, National Association), as trustee (the “Trustee”).

WHEREAS, in connection with the issuance by the Company of its 8⅜% Senior Subordinated Notes due 2014 (the “Notes”), in the aggregate principal amount of $125,000,000, the Company, certain Subsidiary Guarantors and the Trustee entered into an indenture dated as of June 15, 2004 (as supplemented by the First Supplemental Indenture dated as of March 1, 2005, the Second Supplemental Indenture dated as of May 19, 2006, the Third Supplemental Indenture and Amendment to Subsidiary Guarantee dated as of March 7, 2007, the Fourth Supplemental Indenture dated as of July 9, 2007, the Fifth Supplemental Indenture dated as of August 30, 2007, the Sixth Supplemental Indenture dated as of November 7, 2007 and the Seventh Supplemental Indenture dated as of April 16, 2008, the “Indenture”; capitalized terms used and not otherwise defined herein shall have the meaning set forth in the Indenture); and

WHEREAS, Section 9.01(6) of the Indenture provides that the Company, the Subsidiary Guarantors and the Trustee may amend or supplement the Indenture and the Notes without the consent of any holder of any outstanding Notes to comply with Sections 4.19(A) and 4.19(C) of the Indenture; and

WHEREAS, pursuant to Section 4.19(A) of the Indenture, the Company will not permit any of its Restricted Subsidiaries, directly or indirectly, to Guarantee or pledge any assets to secure the payment of any other Indebtedness of the Company, unless such Restricted Subsidiary is a Subsidiary Guarantor or simultaneously executes and delivers a supplemental indenture providing for the Guarantee of the payment of the Notes by such Restricted Subsidiary, which Subsidiary Guarantee shall be senior to or pari passu with such Subsidiary’s Guarantee of or pledge to secure such other Indebtedness unless such other Indebtedness is Senior Debt, in which case the Subsidiary Guarantee of the Notes may be subordinated to the Guarantee of such Senior Debt to the same extent as the Notes are subordinated to such Senior Debt; and

WHEREAS, the Company and each Subsidiary Guarantor has authorized the execution and delivery of this Supplemental Indenture, as applicable; and

WHEREAS, all things necessary to make this Supplemental Indenture a valid agreement of the Company, the Subsidiary Guarantors and the Trustee have been done.

NOW THEREFORE, WITNESSETH, that, for and in consideration of the premises, and in order to comply with the terms of Section 4.19(A) and Article Nine of the Indenture, the Company agrees with the Subsidiary Guarantors and the Trustee as follows:

ARTICLE 1.

JOINDER AND ASSUMPTION TO THE INDENTURE

SECTION 1.01. ADDITION OF SUBSIDIARY GUARANTORS

Effective as of the Operative Date (as hereinafter defined), in accordance with the terms of the Indenture, Lightning Labels, LLC (the “Additional Guarantor”) hereby assumes and agrees to perform all obligations and covenants of a Subsidiary Guarantor under the Indenture, and agrees that it hereby shall become a Subsidiary Guarantor under and for all purposes of the Indenture with all the rights and obligations of a Subsidiary Guarantor thereunder.

The obligations of the Additional Guarantor to the Holders of the Notes and to the Trustee pursuant to the Note Guarantee are expressly subordinated to the extent set forth in Article 10 of the Indenture and reference is hereby made to the Indenture for the precise terms of such subordination.

ARTICLE 2.

MISCELLANEOUS

SECTION 2.01. OPERATIVE DATE

This Supplemental Indenture is effective when executed (the “Operative Date”).

SECTION 2.02. COUNTERPART ORIGINALS

The parties may sign any number of copies of this Supplemental Indenture.  Each signed copy shall be an original, but all of them together shall constitute the same agreement.

SECTION 2.03. GOVERNING LAW

This Supplemental Indenture shall be governed by and construed in accordance with the laws of the State of New York, without regard to its conflicts of laws principles.

SECTION 2.04. TRUSTEE’S DISCLAIMER

The recitals contained herein shall be taken as the statements of the Company, and the Trustee assumes no responsibility for their correctness.  The Trustee makes no representation as to the validity or sufficiency of this Supplemental Indenture.

2

IN WITNESS WHEREOF, the parties hereto have caused this Supplemental Indenture to be duly executed, all as of the date and year first written above.

CENVEO CORPORATION

By:   /s/ Mark S. Hiltwein                                          

Name:   Mark S. Hiltwein

Title:     Chief Financial Officer

EACH ENTITY LISTED ON SCHEDULE I HERETO

By:   /s/ Mark S. Hiltwein                                          

Name:   Mark S. Hiltwein

Title:     Chief Financial Officer

U.S. BANK NATIONAL ASSOCIATION

(successor trustee to Wachovia Bank, National

Association), as Trustee

By:   /s/ John G. Correia                                            

Name:   John G. Correia

Title:     Vice President

EIGHTH SUPPLEMENTAL INDENTURE (CADMUS)

SCHEDULE I

SCHEDULE OF SUBSIDIARY GUARANTORS

DISCOUNT LABELS, LLC

CENVEO GOVERNMENT PRINTING, INC.

CENVEO SERVICES, LLC

CENVEO COMMERCIAL OHIO, LLC

CENVEO RESALE OHIO, LLC

CENVEO OMEMEE LLC

COLORHOUSE CHINA, INC.

MMTP HOLDINGS, INC.

CRX JV, LLC

CRX HOLDING, INC.

RX TECHNOLOGY CORP.

RX JV HOLDING, INC.

PC INK CORP.

PRINTEGRA CORPORATION

CADMUS PRINTING GROUP, INC.

WASHBURN GRAPHICS, INC.

CADMUS JOURNAL SERVICES, INC.

CADMUS FINANCIAL DISTRIBUTION, INC.

CADMUS TECHNOLOGY SOLUTIONS, INC.

GARAMOND/PRIDEMARK PRESS, INC.

CADMUS DELAWARE, INC.

CADMUS UK, INC.

EXPERT GRAPHICS, INC.

CADMUS GOVERNMENT PUBLICATION SERVICES, INC.

CADMUS MARKETING GROUP, INC.

AMERICAN GRAPHICS, INC.

CADMUS DIRECT MARKETING, INC.

CADMUS INTERACTIVE, INC.

CADMUS MARKETING, INC.

CADMUS/O’KEEFE MARKETING, INC.

OLD TSI, INC.

CADMUS INVESTMENTS, LLC

PORT CITY PRESS, INC.

SCIENCE CRAFTSMAN INCORPORATED

CADMUS INTERNATIONAL HOLDINGS, INC.

CDMS MANAGEMENT, LLC,

VAUGHAN PRINTERS INC.

VSUB HOLDING COMPANY

MADISON/GRAHAM COLORGRAPHICS, INC.

MADISON/GRAHAM COLORGRAPHICS INTERSTATE SERVICES, INC.

COMMERCIAL ENVELOPE MANUFACTURING CO., INC.

BERLIN & JONES CO., LLC

HEINRICH ENVELOPE, LLC

CENVEO CEM, INC.

CENVEO CEM, LLC

CENVEO, INC.

CNMW INVESTMENTS, INC.

CENVEO ALBERTA FINANCE LIMITED PARTNERSHIP

CENVEO MCLAREN MORRIS AND TODD COMPANY

CENVEO MM&T PACKAGING COMPANY

REX CORPORATION

136 EASTPORT ROAD, LLC

LIGHTNING LABELS, LLC

EX-4.21

EXHIBIT 4.21

CENVEO CORPORATION

the GUARANTORS named in Schedule I hereto

and

U.S. BANK NATIONAL ASSOCIATION,

as Trustee

FIRST SUPPLEMENTAL INDENTURE

Supplementing the Indenture of

June 13, 2008

Dated as of August 20, 2008

10.5% SENIOR NOTES DUE 2016

THIS FIRST SUPPLEMENTAL INDENTURE, dated as of August 20, 2008, is among Cenveo Corporation, a Delaware corporation (the “Company”), the Guarantors (as defined herein) listed on Schedule I hereto (each a “Guarantor” and collectively the “Guarantors”), and U.S. Bank National Association, as trustee (the “Trustee”).

WHEREAS, in connection with the issuance by the Company of its 10.5% Senior Notes due 2016 (the “Notes”), in the aggregate principal amount of $175,000,000, the Company, the Guarantors and the Trustee entered into an indenture dated as of June 13, 2008 (the “Indenture”); and

WHEREAS, Section 9.01 of the Indenture provides that the Company, the Guarantors and the Trustee may amend or supplement the Indenture and the Notes without the consent of any holder of any outstanding Notes; and

WHEREAS, the Company has authorized the execution and delivery of this First Supplemental Indenture; and

WHEREAS, all things necessary to make this First Supplemental Indenture a valid agreement of the Company, the Guarantors and the Trustee have been done.

NOW THEREFORE, WITNESSETH, that, for and in consideration of the premises, and in order to comply with the terms of Section 4.14 and Article Nine of the Indenture, the Company agrees with the Guarantors and the Trustee as follows:

ARTICLE 1.

ADDITION OF GUARANTORS

SECTION 1.01. ADDITIONAL GUARANTORS

Effective as of the Operative Date (as hereinafter defined), in accordance with the terms of the Indenture, Lightning Labels, LLC (the “Additional Guarantor”) hereby agrees (a) to become a Guarantor in respect of the Notes and the other obligations of the Company guaranteed by the Guarantors pursuant to Article 10 of the Indenture, with the same force and effect as if it were an original party to the Indenture in such capacity, (b) that each reference in the Indenture to a “Guarantor” shall also mean and be a reference to the Additional Guarantor, and (c) to be obligated and bound by all the terms, provisions and covenants under the Indenture (including, without limitation, Article 10 thereof) which are binding on a Guarantor.

ARTICLE 2.

MISCELLANEOUS

SECTION 2.01. OPERATIVE DATE

This First Supplemental Indenture is effective when executed (the “Operative Date”).

SECTION 2.02. COUNTERPART ORIGINALS

The parties may sign any number of copies of this First Supplemental Indenture.  Each signed copy shall be an original, but all of them together shall constitute the same agreement.

SECTION 2.03. GOVERNING LAW

This First Supplemental Indenture shall be governed by and construed in accordance with the laws of the State of New York, without regard to its conflicts of laws principles.

SECTION 2.04. TRUSTEE’S DISCLAIMER

The recitals contained herein shall be taken as the statements of the Company, and the Trustee assumes no responsibility for their correctness.  The Trustee makes no representation as to the validity or sufficiency of this First Supplemental Indenture.

IN WITNESS WHEREOF, the parties hereto have caused this First Supplemental Indenture to be duly executed, all as of the date and year first written above.

CENVEO CORPORATION

By:  /s/ Mark S. Hiltwein                                               

Name:  Mark S. Hiltwein

Title:    Chief Financial Officer

EACH ENTITY LISTED ON SCHEDULE

I HERETO

By:  /s/ Mark S. Hiltwein                                               

Name:  Mark S. Hiltwein

Title:    Chief Financial Officer

U.S. BANK NATIONAL ASSOCIATION

By:  /s/ John G. Correia                                                 

Name:  John G. Correia

Title:    Vice President

FIRST 10.5% SUPPLEMENTAL INDENTURE

SCHEDULE I

Cenveo, Inc.

Discount Labels, LLC

Cenveo Alberta Finance LP

Cenveo Government Printing, Inc.

Cenveo Services, LLC

McLaren Morris & Todd Company

MM&T Packaging Company

Cenveo Commercial Ohio, LLC

Cenveo Resale Ohio, LLC

Cenveo Omemee LLC

Colorhouse China, Inc.

MMTP Holdings, Inc.

CRX JV, LLC

CRX Holding, Inc.

Rx Technology Corp.

RX JV Holding, Inc.

PC Ink Corp.

Printegra Corporation

Cadmus Printing Group, Inc.

Washburn Graphics, Inc.

Cadmus Journal Services, Inc.

Cadmus Financial Distribution, Inc.

Cadmus Technology Solutions, Inc.

Garamond/Pridemark Press, Inc.

Cadmus Delaware, Inc.

Cadmus UK, Inc.

Expert Graphics, Inc.

Cadmus Government Publication Services, Inc.

Cadmus Marketing Group, Inc.

American Graphics, Inc.

Cadmus Direct Marketing, Inc.

Cadmus Interactive, Inc.

Cadmus Marketing, Inc.

Cadmus/O’Keefe Marketing, Inc.

Old TSI, Inc.

Cadmus Investments, LLC

Port City Press, Inc.

Science Craftsman Incorporated

Cadmus International Holdings, Inc.

CDMS Management, LLC,

Vaughan Printers Inc.

VSUB Holding Company

Madison/Graham ColorGraphics, Inc.

Madison/Graham ColorGraphics Interstate Services, Inc.

Commercial Envelope Manufacturing Co., Inc.

Berlin & Jones Co., LLC

Heinrich Envelope, LLC

Cenveo CEM, LLC

Cenveo CEM, Inc.

CNMW Investments, Inc.

Rex Corporation

136 Eastport Road, LLC

Lightning Labels, LLC

EX-31.1

EXHIBIT 31.1

CERTIFICATIONS

I, Robert G. Burton, Sr., certify that:

1. I have reviewed this quarterly report on Form 10-Q of Cenveo, Inc.;

2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4. The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

c) Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

d) Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

5. The registrant’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

Date: November 5, 2008

/s/ Robert G. Burton, Sr.

Robert G. Burton, Sr.

Chairman and Chief Executive Officer

EX-31.2

EXHIBIT 31.2

CERTIFICATIONS

I, Mark S. Hiltwein, certify that:

1. I have reviewed this quarterly report on Form 10-Q of Cenveo, Inc.;

2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4. The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

c) Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

d) Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

5. The registrant’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

Date: November 5, 2008

/s/ Mark S. Hiltwein

Mark S. Hiltwein

Chief Financial Officer

EX-32.1

EXHIBIT 32.1

Certification Pursuant

to 18 U.S.C. Section 1350

As Adopted Pursuant to

Section 906 of the Sarbanes-Oxley Act of 2002

Pursuant to section 906 of the Sarbanes-Oxley Act of 2002 (subsections (a) and (b) of section 1350, chapter 63 of title 18, United States Code), each of the undersigned officers of Cenveo, Inc., a Colorado corporation (the ‘‘Company’’), does hereby certify, to the best of such officer’s knowledge, that:

The Quarterly Report on Form 10-Q for the three and nine month periods ended September 27, 2008 (the ‘‘Form 10-Q’’) of the Company fully complies with the requirements of section 13(a) or 15(d) of the Securities Exchange Act of 1934 and information contained in the Form 10-Q fairly presents, in all material respects, the financial condition and results of operations of the Company.

Date: November 5, 2008

/s/ Robert G. Burton, Sr.

Robert G. Burton, Sr.

Chairman and Chief Executive Officer

Date: November 5, 2008

/s/ Mark S. Hiltwein

Mark S. Hiltwein

Chief Financial Officer

A signed original of this written statement required by Section 906, or other document authenticating, acknowledging or otherwise adopting the signature that appears in typed form within the electronic version of this written statement required by Section 906, has been provided to Cenveo, Inc. and will be retained by Cenveo, Inc. and furnished to the Securities and Exchange Commission or its staff upon request.

The foregoing certification is being furnished solely pursuant to section 906 of the Sarbanes-Oxley Act of 2002 (subsections (a) and (b) of section 1350, chapter 63 of title 18, United States Code) and is not being filed as part of the Form 10-Q or as a separate disclosure document.