UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
DATE OF REPORT (DATE OF EARLIEST EVENT REPORTED): September 9, 2005
CENVEO, INC.
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(Exact Name of Registrant as Specified in Charter)
Colorado 1-12551 84-1250533
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(State of Incorporation) (Commission (IRS Employer
File Number) Identification No.)
8310 S. Valley Highway #400 Englewood, CO 80112
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(Address of Principal Executive Offices) (Zip Code)
Registrant's telephone number, including area code: (303) 790-8023
Not Applicable
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(Former name or former address, if changed since last report)
Check the appropriate box below if the Form 8-K filing is intended to
simultaneously satisfy the filing obligation of the registrant under any of the
following provisions (see General Instruction A.2. below):
[ ] Written communications pursuant to Rule 425 under the Securities Act (17 CFR
230.425)
[ ] Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
[ ] Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange
Act (17 CFR 240.14d-2(b))
[ ] Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange
Act (17 CFR 240.13e-4(c))
ITEM 1.01. ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT.
On September 9, 2005, Cenveo, Inc. ("Cenveo") entered into a Settlement
and Governance Agreement with Burton Capital Management ("Burton") and Robert G.
Burton, Sr. A copy of the Settlement and Governance Agreement is attached to
this filing as an exhibit and is incorporated herein by reference.
ITEM 8.01. OTHER EVENTS
The description of the Settlement and Governance Agreement referred to
under Item 1.01 is incorporated into this item 8.01 by reference.
In addition, on September 9, 2005, Cenveo, Burton and Goodwood Inc.
issued a joint press release announcing, among other matters, the signing of the
Settlement and Governance Agreement. A copy of the press release is attached to
this filing as an exhibit and is incorporated herein by reference.
ITEM 9.01. FINANCIAL STATEMENTS AND EXHIBITS
(a) Not applicable.
(b) Not applicable.
(c) Exhibits
EXHIBIT NO. DOCUMENT DESIGNATION
10.1 Settlement and Governance Agreement by and among
Cenveo, Inc., Burton Capital Management and Robert G.
Burton, Sr., dated September 9, 2005.
99.1 Joint Press Release of Cenveo, Inc., Burton Capital
Management and Goodwood Inc., dated September 9, 2005.
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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 hereunto duly authorized.
Date: September 12, 2005
CENVEO, INC.
By: /s/ Mark Zoeller
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Mark Zoeller
Vice President, General Counsel and
Chief Legal Officer
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EXHIBIT INDEX
EXHIBIT
NUMBER DESCRIPTION
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10.1 Settlement and Governance Agreement by and among Cenveo, Inc.,
Burton Capital Management and Robert G. Burton, Sr., dated
September 9, 2005.
99.1 Joint Press Release of Cenveo, Inc., Burton Capital Management
and Goodwood Inc., dated September 9, 2005.