EX-3.6 3 ex3p6.htm ex3p6.htm

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-