SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-Q/A
AMENDMENT NO. 1
[X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the quarterly period ended SEPTEMBER 30, 2005
OR
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the transition period from _________ to _________
Commission file number 1-12551
CENVEO, INC.
(Exact name of registrant as specified in its charter)
State of incorporation: COLORADO IRS Employer Identification No: 84-1250533
8310 S. VALLEY HIGHWAY, #400
ENGLEWOOD, CO 80112
(Address and zip code of principal executive office)
(303) 790-8023
(Registrant's telephone number, including area code)
Indicate by check mark whether the registrant (1) 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 (2) has
been subject to such filing requirements for the past 90 days.
Yes [X] No: [ ]
Indicate by check mark whether the registrant is a shell company
(as defined in Rule 12b-2 of the Exchange Act). Yes: [ ] No: [X]
Indicate by check mark whether the registrant is an accelerated filer
(as defined in Rule 12b-2 of the Exchange Act). Yes: [X] No: [ ]
The number of shares of the registrant's Common Stock, par value
$0.01 per share, outstanding as of October 31, 2005 was 52,849,769.
This amendment to the Quarterly Report on Form 10-Q (the "Form
10-Q") for the quarter ended September 30, 2005 of Cenveo, Inc. (the
"Company") is being filed to list under Item 6 of Part II an Exhibit that
was not listed in the initial filing of the Form 10-Q for the quarter ended
September 30, 2005, which was filed with the Securities and Exchange
Commission on November 3, 2005.
PART II. OTHER INFORMATION
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K
Exhibit
Number Description
------ -----------
3.1 Articles of Incorporation of the Company--incorporated by
reference from Exhibit 3(i) of the Company's Form 10-Q for
the quarter ended June 30, 1997.
3.2 Articles of Amendment to the Articles of Incorporation of
the Company dated May 17, 2004--incorporated by reference
to Exhibit 3.2 to Cenveo, Inc.'s quarterly report on Form
10-Q for the quarter ended June 30, 2004.
3.3 Bylaws of the Company as amended and restated effective
April 17, 2005--incorporated by reference to Exhibit 3.2
of the Company's Form 8-K filed April 18, 2005.
3.4 Certificate of Amendment of Certificate of Incorporation
of Cenveo Corporation (formerly known as Mail-Well I
Corporation) dated May 14, 2004--incorporated by reference
to Exhibit 3.4 to Cenveo, Inc.'s quarterly report on Form
10-Q for the quarter ended June 30, 2004.
3.5 Amendment to Articles of Incorporation and Certificate of
Designations of Series A Junior Participating Preferred
Stock of Cenveo, Inc. dated April 20, 2005--incorporated
by reference to Exhibit 3.1 of the Company's Form 8-K
filed April 21, 2005.
4.1 Indenture dated as of March 13, 2002 between Mail-Well I
Corporation and State Street Bank and Trust Company, as
Trustee relating to Mail-Well I Corporation's $350,000,000
aggregate principal amount of 9 5/8% Senior Notes due
2012--incorporated by reference to Exhibit 10.30 to
Mail-Well, Inc.'s Quarterly Report on Form 10-Q for the
quarterended March 31, 2002.
4.2 Form of Senior Note and Guarantee relating to Mail-Well I
Corporation's $350,000,000 aggregate principal amount 9
5/8% due 2012--incorporated by reference to Exhibit 10.31
to Mail-Well, Inc.'s Quarterly Report onForm 10-Q for the
quarter ended March 31, 2002.
4.3 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
$320,000,000 aggregate principal amount of 7 7/8 Senior
Subordinated Notes due 2013--incorporated by reference to
Exhibit 4.5 to Mail-Well, Inc.'s Annual Form 10-K filed
February 27, 2004.
4.4 Rights Agreement dated April 20, 2005 between Cenveo, Inc.
and Computershare Trust Company, Inc.--incorporated by
reference to Exhibit 4.1 of the Company's Form 8-K filed
April 21, 2005.
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10.1 Form of Indemnity Agreement between Mail-Well, Inc. and
each of its officers and directors--incorporated by
reference from Exhibit 10.17 of Mail-Well, Inc.'s
Registration Statement on Form S-1 dated March 25, 1994.
10.2 Form of Indemnity Agreement between Mail-Well I
Corporation and each of its officers and directors--
incorporated by reference from Exhibit 10.18 of Mail-Well,
Inc.'s Registration Statement on Form S-1 dated March 25,
1994.
10.3 Form of M-W Corp. Employee Stock Ownership Plan effective
as of February 23, 1994 and related Employee Stock
Ownership Plan Trust Agreement--incorporated by reference
from Exhibit 10.19 of Mail-Well, Inc.'s Registration
Statement on Form S-1 dated March 25, 1994.
10.4 Form of M-W Corp. 401(k) Savings Retirement Plan--
incorporated by reference from Exhibit 10.20 of Mail-Well,
Inc.'s Registration Statement on Form S-1 dated March 25,
1994.
10.5 Form of Mail-Well, Inc. Incentive Stock Option Agreement--
incorporated by reference from Exhibit 10.22 of Mail-Well,
Inc.'s Registration Statement on Form S-1 dated March 25,
1994.
10.6 Form of Mail-Well, Inc. Nonqualified Stock Option
Agreement--incorporated by reference from Exhibit 10.23 of
Mail-Well, Inc.'s Registration Statement on Form S-1 dated
March 25, 1994.
10.7 1997 Non-Qualified Stock Option Agreement--incorporated by
reference from Exhibit 10.54 of Mail-Well, Inc.'s Form
10-Q for the quarter ended March 31, 1997.
10.8 Mail-Well, Inc. 1998 Incentive Stock Option Plan Incentive
Stock Option Agreement--incorporated by reference from
Exhibit 10.59 to the Company's Quarterly Report on Form
10-Q for the quarter ended March 31, 1998.
10.9 Mail-Well, Inc. 2001 Long-Term Equity Incentive Plan--
incorporated by reference from the Company's Quarterly
Report on Form 10-Q for the quarter ended June 30, 2001.
10.10 Form of Non-Qualified Stock Option Agreement under 2001
Long-Term Equity Incentive Plan--incorporated by reference
from the Company's Quarterly Report on Form 10-Q for the
quarter ended June 30, 2001.
10.11 Form of Incentive Stock Option Agreement under 2001
Long-Term Equity Incentive Plan--incorporated by reference
from the Company's Quarterly Report on Form 10-Q for the
quarter ended June 30, 2001.
10.12 Form of Restricted Stock Award Agreement under 2001
Long-Term Equity Incentive Plan--incorporated by reference
from the Company's Quarterly Report on Form 10-Q for the
quarter ended June 30, 2001.
10.13 Second Amended and Restated Equipment Lease dated as of
August 6, 2002 between Wells Fargo Bank Northwest,
National Association, as trustee under MW 1997-1 Trust,
and Mail- Well I Corporation--incorporated by reference to
Exhibit 10.26 of Mail-Well, Inc.'s Form 10-Q for the
quarter ended September 30, 2002.
10.14 Second Amended and Restated Guaranty Agreement dated as of
August 6, 2002, among Mail-Well I Corporation as Lessee,
certain of its subsidiaries and Mail-Well, Inc. as
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Guarantors, Fleet Capital Corporation as Agent, and the
Trust Certificate Purchasers named therein--incorporated
by reference to Exhibit 10.27 of Mail-Well, Inc.'s Form
10-Q for the quarter ended September 30, 2002.
10.15 Second Amended and Restated Participation Agreement dated
as of August 6, 2002, among Mail-Well I Corporation as
Lessee, Fleet Capital Corporation as Arranger and Agent,
and the Trust Certificate Purchasers named therein--
incorporated by reference to Exhibit 10.28 of Mail-Well,
Inc.'s Form 10-Q for the quarter ended September 30, 2002.
10.16 Amendment Agreement No. 1 dated as of September 25, 2002,
among Mail-Well I Corporation as Lessee, certain of its
subsidiaries and Mail-Well, Inc. as Guarantors, Fleet
Capital Corporation as Agent, and the Trust Certificate
Purchasers named therein--incorporated by reference to
Exhibit 10.29 of Mail-Well, Inc.'s Form 10-Q for the
quarter ended September 30, 2002.
10.17 Employment and Executive Severance Agreement dated as of
March 10, 2003, between the Company and Paul V. Reilly--
incorporated by reference to Exhibit 10.26 of the
Company's Annual Form 10-K filed March 31, 2003.
10.18 Form of Executive Severance Agreement entered into between
the Company and each of the following: Michel Salbaing,
Gordon Griffiths, Brian Hairston, Keith Pratt, William
Huffman, D. Robert Meyer and Mark Zoeller--incorporated by
reference to Exhibit 10.27 of the Company's Annual Form
10-K filed March 31, 2003.
10.19 Amendment Agreement No. 2 dated as of March 25, 2004 among
Mail-Well I Corporation as Lessee, certain of its
subsidiaries and Mail-Well, Inc. as Guarantor, Fleet
Capital Corporation as Agent, and the Trust Purchasers
named therein--incorporated by reference to Exhibit 10.21
of the Company's Form 10-Q for quarter ended March 31,
2004.
10.20 Second Amended and Restated Credit Agreement dated March
25, 2004 among Mail-Well, Inc., Mail-Well I Corporation,
certain subsidiaries of Mail-Well I, the lenders under the
Second Amended and Restated Credit Agreement, and Bank of
America, N.A., as administrative agent for the lenders--
incorporated by reference to Exhibit 10.22 of the
Company's Form 10-Q for quarter ended March 31, 2004.
10.21 Second Amended and Restated Security Agreement dated March
25, 2004 among Mail-Well, Inc., Mail-Well I Corporation,
certain subsidiaries of Mail-Well I, the lenders under the
Second Amended and Restated Credit Agreement, and Bank of
America, N.A., as administrative agent for the lenders--
incorporated by reference to Exhibit 10.23 of the
Company's Form 10-Q for quarter ended March 31, 2004.
10.22 Cenveo, Inc. 2001 Long-Term Equity Incentive Plan, as
amended--incorporated by reference to Exhibit 10.24 to
Cenveo Inc.'s quarterly report on Form 10-Q for the
quarter ended June 30, 2004.
10.23 Amendment No. 1 to Second Amended and Restated Credit
Agreement dated February 8, 2005 among Cenveo, Inc.,
Cenveo Corporation, certain subsidiaries of Cenveo
Corporation, the lenders under the Second Amended and
Restated Credit Agreement, and Bank of America, N.A., as
administrative agent for the lenders--incorporated by
reference to Exhibit 10.23 of the Company's Annual Form
10-K filed February 28, 2005.
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10.24 Employment Agreement dated as of June 22, 2005 between the
Company and James R. Malone--incorporated by reference to
Exhibit 99.1 of the Company's Form 8-K filed June 24,
2005.
10.25 Settlement and Governance Agreement by and among Cenveo,
Inc., Burton Capital Management and Robert G. Burton, Sr.,
dated September 9, 2005 -- incorporated by reference to
Exhibit 10.1 of the Company's Form 8-K filed September 12,
2005.
*31.1 Certification of Periodic Report by Robert G. Burton, Sr.,
Chairman and Chief Executive Officer, pursuant to Section
302 of the Sarbanes-Oxley Act of 2002.
*31.2 Certification of Periodic Report by Sean S. Sullivan,
Executive Vice President--Finance and Chief Financial
Officer, pursuant to Section 302 of the Sarbanes-Oxley Act
of 2002.
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* Filed herewith.
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of
1934, the registrant has duly caused this report to be signed on its behalf
by the undersigned thereunto duly authorized.
Dated: November 8, 2005
CENVEO, INC.
By: /s/ Robert G. Burton, Sr.
-----------------------------------------
Robert G. Burton, Sr., Chairman
and Chief Executive Officer
(Principal Executive Officer)
By: /s/ Sean S. Sullivan
-----------------------------------------
Sean S. Sullivan
Executive Vice President - Finance and
Chief Financial Officer
(Principal Financial Officer)
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