Issuer	Cenveo Corporation
Exchange Notes Offered	Up to $225,000,000 aggregate principal amount of 11½% Senior Notes due 2017.
	The form and terms of the exchange notes will be the same as the form and terms of the outstanding notes, except that:
	· the exchange notes will have been registered under the Securities Act, will not contain transfer restrictions and will not bear legends restricting their transfer;
	· the exchange notes will not contain terms providing for the payment of additional interest under circumstances relating to our obligation to file and cause to be effective a registration statement;
	· the exchange notes will be represented by one or more global notes in book-entry form; and
	· the exchange notes will be issuable in denominations of $2,000 and any integral multiples of $1,000.
Maturity Date	The exchange notes will mature on ~~February 1, 2018.~~May 15, 2017.
Interest	The exchange notes will bear interest at a rate of 8⅞11½% per annum, accruing from ~~February 5, 2010,~~March 28, 2012, the issue date of the outstanding notes. Interest on the exchange notes will be payable semi-annually in cash in arrears on ~~February 1~~May 15 and ~~August 1~~November 15 of each year, ~~beginning on August 1, 2010.~~commencing May 15, 2012.
Guarantees	The exchange notes will be fully and unconditionally guaranteed on a senior ~~secured~~unsecured basis by Cenveo, Inc. and substantially all of our existing and future ~~domestic subsidiaries and on a senior unsecured basis by substantially all of our existing Canadian~~North American subsidiaries.
Optional Redemption	On or after ~~February 1, 2014~~May 15, 2015, we may redeem the exchange notes, in whole or in part, at any time at the redemption prices described under “Description of the Exchange Notes—Optional Redemption.” We may also redeem up to 10% of the aggregate principal amount of notes per twelve month period before February 1, 2014 at a redemption price of 103% of the principal amount, plus accrued and unpaid interest. We may also redeem some or all of the exchange notes before ~~February 1, 2014~~May 15, 2015 at a redemption price of 100% of the principal amount, plus accrued and unpaid interest, if any, to the redemption date, plus a “make whole” premium. In addition, we may redeem up to 35% of the aggregate principal amount of the exchange notes before ~~February 1, 2013~~May 15, 2015 with the net cash proceeds from certain equity offerings at a redemption price of ~~108.875%~~111.500% of the principal amount plus accrued and unpaid interest, if any, to the redemption date. The exchange notes will not be subject to any sinking fund provision. See “Description of the Exchange Notes—Optional Redemption.”
Change of Control	If we experience certain kinds of changes of control, we must offer to purchase the exchange notes at 101% of their principal amount, plus accrued and unpaid interest. For more details, see “Description of the Exchange Notes— Repurchase at the Option of Holders—Change of Control.”

Mandatory Offer to Repurchase Following Certain Asset Sales	If we sell certain assets, under certain circumstances we must offer to repurchase the exchange notes at the prices listed under “Description of the Exchange Notes— Repurchase at the Option of Holders—Asset Sales.”
Ranking	The exchange notes and the guarantees will be our and the ~~domestic~~ guarantors’ unsecured senior ~~secured~~ obligations and ~~senior unsecured obligations of the Canadian guarantors and~~ will:
	·rank pari passu in right of payment with any of our and the guarantors’ existing and future senior indebtedness; · rank senior in right of payment to any of our and the guarantors’ ~~existing and~~ future ~~debt and other obligations~~indebtedness that expressly ~~provide for their subordination~~ provides that it is junior in right of payment to the exchange ~~notes and the guarantees;~~notes; · berank effectively ~~senior~~junior to ~~all~~any of our and ~~the~~our guarantors’ ~~existing~~secured indebtedness, including indebtedness outstanding under our 2010 Credit Facilities and ~~future unsecured debt~~second lien notes, to the extent of the value of the ~~collateral securing the exchange notes, after giving effect to first-priority liens on the collateral and permitted liens;~~ ·be effectively junior to our and the guarantors’ debt that is either (i) secured by prior or senior liens on the collateral, including indebtedness under our senior secured credit facility, or (ii) secured by assets that are not part of the collateral that is securing the exchange notes, in each case to the extent of the value of the collateral securing such ~~debt;~~indebtedness; and · be structurally subordinated to all of the existing and future liabilities, including trade payables, of our subsidiaries that do not guarantee the exchange notes. After giving effect to the offering of the 11½% Senior Notes due 2017, at ~~January 2, 2010,~~December 31, 2011, the Company and the guarantors would have had approximately ~~$1.2~~$1.3 billion aggregate principal amount of total debt, ~~and approximately $904.9~~of which $1.1 billion would have constituted senior indebtedness, (excluding $23.1 million of ~~senior debt~~ outstanding ~~(including the exchange notes offered hereby),~~letters of credit) and of which ~~approximately $334.9 would have effectively ranked senior~~$795.8 million of which is secured debt, and an additional $86.4 million available to be borrowed under the ~~notes to the extent of the assets securing such debt.~~2010 Credit Facilities. Our non-guarantor subsidiaries ~~represented~~had approximately ~~1.1%~~$25.3 million, or approximately 1.8% of our total assets and approximately ~~0.3%~~$11.2 million, or approximately 0.6% of our liabilities as reflected on the subsidiaries’ balance sheet as of ~~January 2, 2010, and represented~~December 31, 2011, had net sales of approximately ~~1.1%~~$18.8 million, or approximately 1.0% of our consolidated net sales, and operating income of approximately $1.8 million, or approximately 1.5% of our consolidated operating income for the ~~fiscal~~ year ended ~~January 2, 2010.~~December 31, 2011. See “Description of the Exchange Notes—Ranking.”
~~Security~~	The exchange notes and the guarantees, equally and ratably with any outstanding notes that are not exchanged, will be secured by a second priority lien on the assets owned by us and the domestic guarantors that also secure obligations under our senior secured credit facility and obligations under certain hedging and cash management arrangements, subject to certain exceptions. The lenders under our senior secured credit facility, and such lenders and their affiliates providing hedging and cash management arrangements, benefit from first priority liens on the collateral. Under the security and pledge agreement, we and the domestic guarantors have granted security interests in substantially all of our and their real, personal and fixture property, subject to certain exceptions, including (i) machinery and equipment, inventory and other goods, accounts receivable, owned real estate, fixtures, bank accounts, general intangibles, financial assets,

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investment property, license rights, patents, trademarks, trade names, copyrights, other intellectual property, chattel paper, insurance proceeds, contract rights, hedge agreements, documents, instruments, indemnification rights, tax refunds and cash, (ii) all of the equity interests held by them in subsidiaries (but, (a) as to the voting stock of any foreign subsidiary, not to exceed 65% of the outstanding voting stock and (b) excluding any capital stock of a subsidiary to the extent necessary for such subsidiary not to be subject to any requirement pursuant to Rule 3-16 or Rule 3-10 of Regulation S-X under the Exchange Act, due to the fact that such subsidiary’s capital stock secured the notes or guarantees, to file separate financial statements with the SEC) and (iii) all proceeds and products of the foregoing. For more details, see “Description of the Exchange Notes—Security.”

The value of collateral at any time will depend on market and other economic conditions, including the availability of suitable buyers for the collateral. The liens on the collateral may be released without the consent of the holders of notes if collateral is disposed of in a transaction that complies with the indenture and related security documents or in accordance with the provisions of an intercreditor agreement to be entered into relating to the collateral securing the exchange notes and our senior secured credit facility. See “Risk Factors—Risks Relating to the Notes—It may be difficult to realize the value of the collateral securing the notes” and “Description of the Exchange Notes—Security.”

Certain security interests, including mortgages on certain of our owned real properties intended to constitute collateral that secures the exchange notes, were not in place on the date of issuance of the outstanding notes. We have filed or caused to be filed UCC financing statements to perfect the security interests in the collateral that could be perfected by such filings on the issuance date of the outstanding notes. With respect to the portion of the collateral securing the exchange notes for which a valid and perfected security interest in favor of the trustee under the indenture was not created or perfected on or prior to the issuance date of the outstanding notes and which cannot be perfected by the filing of UCC financing statements, we have agreed to use commercially reasonable efforts to complete those actions required to create and perfect such security interests within 120 days following the issuance date of the outstanding notes, which was February 5, 2010.

~~Intercreditor Agreement~~

Pursuant to an intercreditor agreement, the liens securing the exchange notes will be second priority liens that will be expressly junior in priority to the liens that secure obligations under our senior secured credit facility and obligations under certain hedging and cash management arrangements. Pursuant to the intercreditor agreement, the liens securing the exchange notes may not be enforced at any time when first priority lien obligations are outstanding, except for certain limited exceptions. The holders of the first priority lien obligations will receive all proceeds from any realization of the collateral or from the collateral or proceeds thereof in any insolvency or liquidation proceeding, in each case until the first priority lien obligations are paid in full. See “Description of the Exchange Notes—Security—Intercreditor Agreement.”

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Restrictive Covenants	The indenture governing the exchange notes contains covenants that limit our ability and certain of our subsidiaries’ ability to:
	· incur additional ~~debt;~~indebtedness;
	· declare or pay dividends, redeem stock or make other distributions to ~~stockholders;~~shareholders; · make investments; · create liens or use assets as security in other transactions; · ~~enter into sale leaseback transactions;~~ ·~~engage in transactions with our affiliates;~~ ·merge or consolidate, or sell, transfer, lease or dispose of substantially all of our assets;

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	·engage in transactions with affiliates; and · sell or transfer certain assets.
	These covenants are subject to a number of important ~~exceptions~~qualifications and ~~qualifications,~~limitations, which are described under the caption “Description of the Exchange Notes—Certain Covenants.”
Use of Proceeds	We will not receive any cash proceeds from the exchange offer.
Trading	The exchange notes are a new issuance of securities for which there currently is no established trading market. We do not intend to apply for listing of any of the exchange notes on any securities exchange or for quotation through any annotated quotation system, and a trading market for the exchange notes may not develop.
Other	The exchange notes and any outstanding notes not exchanged for the exchange notes will constitute a single series of senior notes under the indenture and will therefore vote together as a single class for purposes of determining whether the holders of the requisite percentage in outstanding principal amount have taken certain actions or exercised certain rights under the indenture.

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RISK FACTORS

Any investment in the exchange notes involves a high degree of risk. You should carefully consider all of the information contained or incorporated by reference into this prospectus before making an investment decision. The risks and uncertainties described below and in such incorporated documents are not the only risks and uncertainties that we face. Additional risks and uncertainties not presently known to us or that we currently deem immaterial may also impair our business operations. If any of those risks actually occurs, our business, financial condition and results of operations would suffer. The risks discussed below also include forward-looking statements and our actual results may differ substantially from those discussed in these forward-looking statements. See “Disclosure Regarding Forward-Looking Statements” in this prospectus.

Risks Related to Our Business

The recent ~~U.S.~~United States and global economic conditions have adversely affected us and could continue to do so.

The current ~~U.S.~~United States and global economic conditions have affected and, most likely, will continue to affect our results of operations and financial position. A significant part of our business relies on our customers’ printing spend. AThe prolonged downturn in the ~~U.S.~~United States and global economy and an uncertain economic outlook has reduced the demand for printed materials and related offerings that we provide our customers. Consequently, the reductions and delays in our customers’ spending have adversely impacted and could continue to adversely impact our results of operations, financial position and cash flows. We believe the ~~current~~extended economic ~~downturn~~uncertainty will ~~result in decreased net sales,~~continue to impact our operating ~~income and earnings while~~results. We believe it will also ~~impacting~~continue to impact our ability to manage our inventory and customer receivables. The ~~downturn~~extended uncertainty may also result in increased restructuring and related charges, impairments relating to goodwill, intangible assets and other long-lived assets, and write-offs associated with inventories or customer receivables. These uncertainties about future economic conditions in a very challenging operational environment also make it difficult for us to forecast our operating results and make timely decisions about future investments.

Our substantial level of indebtedness could impair our financial condition and prevent us from fulfilling our business obligations.

We currently have a substantial amount of debt, which requires significant principal and interest payments. As of ~~January 2, 2010,~~our year ended 2011, our total indebtedness was approximately $1.2 billion. Our level of indebtedness could affect our future operations, for example by:

·	requiring a substantial portion of our cash flow from operations to be dedicated to the payment of principal and interest on indebtedness instead of funding working capital, capital expenditures, acquisitions and other business purposes;

requiring a substantial portion of our cash flow from operations to be dedicated to the payment of principal and interest on indebtedness instead of funding working capital, capital expenditures, acquisitions and other business purposes;

·	~~making it more difficult for us to satisfy all of our debt obligations, thereby increasing the risk of triggering a cross-default provision;~~

making it more difficult for us to satisfy all of our debt obligations, thereby increasing the risk of triggering a cross-default provision;

·	~~increasing our vulnerability to economic downturns or other adverse developments relative to less leveraged competitors;~~

increasing our vulnerability to economic downturns or other adverse developments relative to less leveraged competitors;

·	~~limiting our ability to obtain additional financing for working capital, capital expenditures, acquisitions or other corporate purposes in the future; and~~

limiting our ability to obtain additional financing for working capital, capital expenditures, acquisitions or other corporate purposes in the future; and

·	• increasing our cost of borrowing to satisfy business needs.

We may be unable to service or refinance our debt.

Our ability to make scheduled payments on, or to reduce or refinance, our indebtedness will depend on our future financial and operating performance, and prevailing market conditions. Our future performance will be affected by the impact of general economic, financial, competitive and other factors beyond our control, including

the availability of financing

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~~the availability of financing~~

in the banking and capital markets. We cannot be certain that our business will generate sufficient cash flow from operations in an amount necessary to service our debt. If we are unable to meet our debt obligations or to fund our other liquidity needs, we will be required to restructure or refinance all or a portion of our debt to avoid defaulting on our debt obligations or to meet other business needs. Such a refinancing of our indebtedness could result in higher interest rates, could require us to comply with more onerous covenants that further restrict our business operations, could be restricted by another one of our debt instruments outstanding, or refinancing opportunities may not be available at all. As of December 31, 2011, after giving pro forma effect to the offering of the 11½% Senior Notes due 2017 and the use of proceeds from such offering, we will have a significant amount of debt with near term maturities, including approximately $164.9 million of 7⅞% notes due December 1, 2013.

The terms of our indebtedness impose significant restrictions on our operating and financial flexibility.

Our senior ~~subordinated and senior note indentures, and our recent senior~~ second lien note indenture, along with our senior secured credit facility agreement and the indenture governing these notes, contain various covenants that limit our ability to, among other things:

·	~~incur or guarantee additional indebtedness;~~

incur or guarantee additional indebtedness;

·	~~make restricted payments, including dividends and prepaying indebtedness;~~

make restricted payments, including dividends and prepaying indebtedness;

·	~~create or permit certain liens;~~

create or permit certain liens;

·	~~enter into business combinations and asset sale transactions;~~

enter into business combinations and asset sale transactions;

·	~~make investments, including capital expenditures;~~

make investments, including capital expenditures;

·	~~amend organizational documents and change accounting methods;~~

amend organizational documents and change accounting methods;

·	~~enter into transactions with affiliates; and~~

enter into transactions with affiliates; and

·	~~enter into new businesses.~~

enter into new businesses.

These restrictions could limit our ability to obtain future financing, make acquisitions or incur needed capital expenditures, withstand a future downturn in our business or the economy in general, conduct operations or otherwise take advantage of business opportunities that may arise. Our senior secured credit facility also contains a schedule of financial ratios including a minimum interest coverage ratio that we must comply with on a quarterly basis, and maximum first lien leverage and total leverage financial ratio that we must be in compliance with at all times. Our ability to meet these financial ratios may be affected by events beyond our control, such as further deterioration in general economic conditions. We are also required to provide certain financial information on a quarterly basis. Our failure to maintain applicable financial ratios, in certain circumstances, or effective internal controls would prevent us from borrowing additional amounts, and could result in a default under our senior secured credit facility. A default could cause the indebtedness outstanding under the senior secured credit facility and, by reason of cross-acceleration or cross-default provisions, the senior subordinated, senior and senior second lien notes and any other indebtedness we may then have, to become immediately due and payable. If we are unable to repay those amounts, the lenders under our senior secured credit facility and senior second lien indenture could initiate a bankruptcy ~~proceeding~~ or liquidation proceeding, or proceed against the collateral granted to them which secures that indebtedness. If the lenders under our senior secured credit facility agreement and/or our senior second lien indenture were to accelerate the repayment of outstanding borrowings, we might not have sufficient assets to repay our indebtedness.

There are additional borrowings available to us that could further exacerbate our risk exposure from debt.

Despite current indebtedness levels, we may incur substantial additional indebtedness in the future. Our senior secured credit facility ~~agreement and senior subordinated, senior~~ and senior second lien notes ~~indentures~~indenture and the indenture governing these notes and our other debt instruments limit, but do not prohibit, us from ~~doing so.~~incurring additional debt. If we incur additional debt above our current outstanding levels, the risks associated with our substantial leverage would increase.

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To the extent that we make select acquisitions, we may not be able to successfully integrate the acquired businesses into our business.

In the past, we have grown rapidly through acquisitions. We intend to continue to pursue select acquisition opportunities within ~~the printing industry.~~our core and niche businesses. To the extent that we seek to pursue additional acquisitions, we cannot be certain that target businesses will be available on favorable terms or that, if we are able to acquire businesses on favorable terms, we will be able to successfully integrate or profitably manage them. Successfully integrating an acquisition involves minimizing disruptions and efficiently managing substantial changes, some of which may be beyond our control. An acquisition always carries the risk that such changes, including to facility and equipment location, management and employee base, policies, philosophies and procedures, could have unanticipated effects, could require more resources than intended and could cause customers to temporarily or permanently seek alternate suppliers. A failure to realize acquisition synergies and savings could negatively impact the results of both our acquired and existing operations.

A decline in our consolidated ~~expected~~ profitability or profitability within one of our individual reporting units could result in the impairment of assets, including goodwill, other long-lived assets and deferred tax assets.

We have material amounts of goodwill, other long-lived assets and deferred tax assets on our consolidated balance sheet. A decline in expected profitability, particularly the impact of ~~a continued decline~~an extended uncertainty in the ~~U.S.~~United States and global economies, could call into question the recoverability of our related goodwill, other long-lived assets, or deferred tax assets and require us to write down or write-off these assets or, in the case of deferred tax assets, recognize a valuation allowance through a charge to income tax expense.

The ~~SEC has made informal requests for information from us~~industries in which we operate our business are highly competitive and ~~we cannot predict whether the SEC will commence a formal investigation or take any other action.~~extremely fragmented.

As previously disclosed by us, 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 our envelope plants. As a result, our audit committee initiated an internal review conducted by outside counsel under the direction of the audit committee. The review concluded that the accounting irregularities were isolated to those two envelope plants. As a result, we recorded adjustments to restate our historical consolidated financial statements for the year ended December 30, 2006 and interim periods in 2007, which decreased operating income in 2006 by approximately $2.3 million and approximately $4.4 million in the first nine months of 2007. In connection with these restatements and management’s evaluation of internal control over financial reporting for 2007, we identified several internal control matters that we believe were remediated. In connection with an informal inquiry, commencing in September 2008, we briefed the staff of the SEC regarding the facts surrounding our restatements and other matters. We cannot be sure of the scope of or predict whether the SEC will take any action in connection with its informal inquiry, and regardless of whether it ultimately leads to a formal SEC investigation or action against us or any current or former employees, our business (including our ability to complete financing transactions) or the trading price of our securities may be adversely impacted.

~~Our industry is highly competitive.~~

The printing industry in which we compete is highly competitive and extremely ~~fragmented and highly competitive.~~fragmented. In the commercial printing market, we compete against a few large, diversified and financially stronger printing companies, as well as smaller regional and local commercial printers, many of which are capable of competing with us on volume, price and production quality. In the envelope market, we compete primarily with a few multi-plant and many single-plant companies servicing regional and local markets. ~~In the printed office products market, we compete primarily with document printers with nationwide manufacturing locations and regional or local printers.~~ We believe there currently is excess capacity in the printing industry, which has resulted in substantial price competition that may continue as customers put product work out for competitive bid. We are constantly seeking ways to reduce our costs, become more efficient and attract customers. We cannot, however, be certain that these efforts will be successful or that our competitors will not be more successful in their similar efforts. If we fail to reduce costs and increase productivity, or to meet customer demand for new value-added products, services or

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technologies, we may face decreased revenues and profit margins in markets where we encounter price competition, which in turn could reduce our cash flow and profitability.

The printing business we compete in generally does not have long-term customer agreements, and our printing operations may be subject to quarterly and cyclical fluctuations.

The printing industry in which we compete is generally characterized by individual orders from customers or short-term contracts. A significant portion of our customers are not contractually obligated to purchase products or services from us. Most customer orders are for specific printing jobs, and repeat business largely depends on our customers’ satisfaction with our work product. Although our business does not depend on any one customer or group of customers, we cannot be sure that any particular customer will continue to do business with us for any period of time. In addition, the timing of particular jobs or types of jobs at particular times of year may cause significant fluctuations in the operating results of our various printing operations in any given quarter. We depend to some extent on sales to certain industries, such as the financial services, advertising, pharmaceutical, automotive and office products industries. To the extent these industries experience downturns, the results of our operations may be adversely affected.

Factors affecting the ~~U.S.~~United States Postal Service can impact demand for our products.

Postal costs are a significant component of many of our customers’ cost structure. Historically, increases in postal rates have resulted in reductions in the volume of mail sent, including direct mail, which is a meaningful portion of our envelope volume. ~~The U.S. Postal Service enacted such increases in May 2007, 2008 and 2009.~~ As postal rate increases in the ~~U.S.~~United States are outside our control, we can provide no

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assurance that any future increases in ~~U.S.~~United States postal rates will not have a negative effect on the level of mail sent or the volume of envelopes purchased. ~~If such events were to occur, we may experience a decrease in revenues and profitability.~~

~~The U.S.~~Additionally, the United States Postal Service has also indicated the potential need to reduce delivery days from six to five. We can provide no assurance that such a change would not impact our customers’ decisions to use direct mail products, which may in turn cause a decrease in our revenues and profitability.

Factors other than postal rates that affect the volume of mail sent through the ~~U.S.~~United States postal system may also negatively affect our business. Congress enacted a federal “Do Not Call” registry in response to consumer backlash against telemarketers and is contemplating enacting so-called “anti-spam” legislation in response to consumer complaints about unsolicited e-mail advertisements. If similar legislation becomes enacted for direct mail advertisers, our business could be adversely affected.

The availability of the internet and other electronic media may adversely affect our business.

Our business is highly dependent upon the demand for envelopes sent through the mail. Such demand comes from utility companies, banks and other financial institutions, among other companies. Our printing business also depends upon demand for printed advertising ~~and business forms,~~ among other products. Consumers increasingly use the internet and other electronic media to purchase goods and services, and for other purposes, such as paying ~~utility~~bills and ~~credit card bills.~~obtaining electronic versions of printed product. The level of acceptance of electronic media by consumers as well as the extent that consumers are replacing traditional printed reading materials with internet hosted media content or e-reading devices is difficult to predict. Advertisers use the internet and other electronic media for targeted campaigns directed at specific electronic user groups. Large and small businesses use electronic media to conduct business, send invoices and collect bills. In addition, companies have begun to deliver annual reports electronically rather than in printed form, which could reduce demand for our high impact color printing. Although other trends, such as the current growth of targeted direct mail campaigns based upon mailing lists generated by electronic purchases, may offset these declines in whole or in part, weWe cannot be certain that the acceleration of the trend towards electronic media will not cause a decrease in the demand for our products. If demand for our products decreases, our cash flow or profitability could materially decrease.

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Increases in paper costs and any decreases in the availability of ~~paper~~our raw materials could have a material adverse effect on our business.

Paper costs represent a significant portion of our cost of materials. Changes in paper pricing generally do not affect the operating margins of our commercial printing business because the transactional nature of the business allows us to pass on most announced increases in paper prices to our customers. However, our ability to pass on increases in paper ~~price~~prices is dependent upon the competitive environment at any given time. Paper pricing also affects the operating margins of our envelopes ~~forms~~ and labels business. We have historically been less successful in immediately passing on such paper price increases due to several factors, including contractual restrictions in certain cases and the inability to quickly update catalog prices in other instances. Moreover, rising paper costs and their consequent impact on our pricing could lead to a decrease in demand for our products.

We depend on the availability of paper in manufacturing most of our products. During periods of tight paper supply, many paper producers allocate shipments of paper based on the historical purchase levels of customers. In the past, we have occasionally experienced minor delays in delivery. Any future delay in availability could negatively impact our cash flow and profitability.

We depend on good labor relations.

As of ~~January 2, 2010,~~our year ended 2011, we have approximately ~~8,700~~8,400 employees worldwide, of which approximately ~~13%~~19% of our employees are members of various local labor unions. If our unionized employees were to engage in a concerted strike or other work stoppage, or if other employees were to become unionized, we could experience a disruption of operations, higher labor costs or both. A lengthy strike could result in a material decrease in our cash flow or profitability.

Environmental laws may affect our business.

Our operations are subject to federal, state, local and foreign environmental laws and regulations, including those relating to air emissions, wastewater discharge, waste generation, handling, management and disposal, and remediation of contaminated sites. Currently unknown environmental conditions or matters at our existing and prior facilities, new laws and regulations, or stricter interpretations of existing laws and regulations could result in increased compliance or remediation costs that, if substantial, could have a material adverse effect on our business or operations in the future.

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We are dependent on key management personnel.

Our success will depend to a significant degree on our executive officers and other key management personnel. We cannot be certain that we will be able to retain our executive officers and key personnel, or attract additional qualified management in the future. In addition, the success of any acquisitions we may pursue may depend, in part, on our ability to retain management personnel of the acquired companies. We do not carry key person insurance on any of our managerial personnel.

We depend upon our information technology systems.

We are increasingly dependent on information technology systems to process transactions, manage inventory, purchase, sell and ship goods on a timely basis and maintain cost-efficient operations. We use information systems to support decision making and to monitor business performance. Our information technology systems depend on global communications providers, telephone systems, hardware, software and other aspects of internet infrastructure that can experience significant system failures and outages. Our systems are susceptible to outages due to fire, floods, power loss, telecommunications failures and similar events. Despite the implementation of network security measures, our systems are vulnerable to computer viruses and similar disruptions from unauthorized tampering with our systems. The occurrence of these or other events could disrupt or damage our information technology systems and inhibit internal operations, the ability to provide customer service or provide management with accurate financial and operational reports essential for making decisions at various levels of management.

We have expanded our international operations and there are risks associated with operating outside of the United States.

In 2010, we expanded our Canadian print operations and our Indian content management operations via acquisition. Our anticipated future annual net sales generated outside of the United States will be approximately five percent of our annual consolidated net sales. There are risks inherent with conducting business outside of the United States, including the impact of economic and political instabilities as well as the impact of changes to tax or regulatory laws. In addition, we may be impacted by significant changes in foreign currency rates, which could negatively impact our net sales, profitability or cash flows.

Risks Relating to the Exchange Notes and This Exchange Offer

We cannot assure you that an active trading market will develop for the exchange notes.

The exchange notes will be new securities for which there is currently no public market. Further, we do not intend to apply for listing of the exchange notes on any securities exchange or for quotation on any automated dealer quotation system. Accordingly, notwithstanding any existing market for the outstanding notes, a market may not develop for the exchange notes, and if a market does develop, it may not be sufficiently liquid for your purposes. If an active, liquid market does not develop for the exchange notes, the market price and liquidity of the exchange notes may be adversely affected.

The liquidity of the trading market, if any, and future trading prices of the exchange notes will depend on many factors, including, among other things, prevailing interest rates, our operating results, financial performance

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and prospects, the market for similar securities and the overall securities market, and may be adversely affected by unfavorable changes in these factors. The market for the exchange notes may be subject to disruptions that could have a negative effect on the holders of the exchange notes, regardless of our operating results, financial performance or prospects.

If you do not exchange your outstanding notes pursuant to the exchange offer, you will continue to have restrictions on your ability to resell them.

The outstanding notes were not registered under the Securities Act or under the securities laws of any state and may not be resold, offered for resale or otherwise transferred unless they are subsequently registered or resold pursuant to an exemption from the registration requirements of the Securities Act and applicable state securities laws. If you do not exchange your outstanding notes for exchange notes pursuant to the exchange offer, you will not be able to resell, offer to resell or otherwise transfer the outstanding notes unless they

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are registered under the Securities Act or unless you resell them, offer to resell them or otherwise transfer them under an exemption from the registration requirements of, or in a transaction not subject to, the Securities Act. In addition, once the exchange offer has terminated, we will no longer be under an obligation to register the outstanding notes under the Securities Act except in the limited circumstances provided in the exchange and registration rights agreement. In addition, to the extent that outstanding notes are tendered for exchange and accepted in the exchange offer, any trading market for the untendered and tendered but unaccepted outstanding notes could be adversely affected.

Risks Related to the Notes

The notes are not secured by assets and the indebtedness under our 2010 Credit Facilities or our 2018 Notes are entitled to remedies available to secured lenders which gives them priority over holders of the notes. The notes are effectively subordinated to such senior secured indebtedness.

The notes are not secured. The notes and the guarantees are effectively subordinated in right of payment to all of our and our subsidiary guarantors’ secured indebtedness to the extent of the value of the assets securing such indebtedness. Indebtedness under our 2010 Credit Facilities and our 8⅞% senior second lien notes due 2018 (the “8⅞% Notes”) are secured by liens on our assets. If we or any of our guarantors liquidates, dissolves or declares bankruptcy, or if payment under the 2010 Credit Facilities or any of our other secured debt is accelerated, our secured creditors would be entitled to exercise the remedies available to a secured creditor under applicable law and will have a claim on those assets before the holders of the notes. The guarantees are unsecured senior obligations of the guarantors, and in the event of the bankruptcy or insolvency of a guarantor, such guarantor’s secured creditors will have a prior secured claim to any collateral securing the debt owed to them. Such guarantor’s unsecured senior creditors will also have a prior claim to that of the holders of the notes. As of December 31, 2011, we and the guarantors had approximately $766.0 million of senior secured debt outstanding, including the 2010 Credit Facilities, to which the notes and the guarantees are effectively subordinated, with an additional $126.9 million available under our 2010 Credit Facilities.

A default under any of the agreements governing our indebtedness could result in a default and acceleration of indebtedness under other agreements.

The agreements governing our indebtedness, including the ~~credit agreements governing our senior secured credit facilities and~~2010 Credit Facilities, the indentures governing the notes, ~~our 7~~ 7/8~~% senior subordinated notes due 2013, which we refer to as~~ the 7 7/8~~% Notes, 8~~ 3/8~~% senior subordinated notes due 2014, which we refer to as the 8~~ 3/88⅞% Notes and 10 1/2~~% senior notes~~the Senior Exchangeable Notes due ~~2016, which we refer to as the 10~~ 1/2~~% Notes,~~2017, contain cross default provisions whereby a default under one agreement could result in a default and acceleration of our repayment obligations under other agreements. If a cross-default were to occur, we may not be able to pay our debts or borrow sufficient funds to refinance them. Even if new financing were available, it may not be on commercially reasonable terms or acceptable terms. If some or all of our indebtedness is in default for any reason, our business, financial condition and results of operations could be materially and adversely affected.

If we default on our obligations to pay our indebtedness, we may not be able to make payments on the notes.

Any default under the agreements governing our indebtedness, including a default under our ~~senior secured credit facilities,~~2010 Credit Facilities, that is not waived by the required lenders, and the remedies sought by the holders of such indebtedness, could prevent us from paying principal, premium, if any, and interest on the notes and substantially decrease the market value of the notes. If we are unable to generate sufficient cash flow and are otherwise unable to obtain funds necessary to meet required payments of principal, premium, if any, and interest on our indebtedness, or if we otherwise fail to comply with the various covenants, including financial and operating covenants, in the instruments governing our indebtedness (including covenants in our ~~senior secured credit facilities~~2010 Credit Facilities and the indentures governing the notes offered hereby and ~~the~~our senior second lien notes), we could be in default under the terms of the agreements governing such indebtedness. In the event of such default, the holders of such indebtedness could elect to declare all the funds borrowed thereunder to be due and payable, together with accrued and unpaid interest, the lenders under our ~~senior secured credit facilities~~2010 Credit Facilities could elect to terminate their commitments thereunder, cease making further loans and institute foreclosure proceedings against our assets, and we could be forced into bankruptcy or liquidation. If our operating performance declines, we may in the future need to obtain waivers from the required lenders under our ~~senior secured credit facilities~~2010 Credit Facilities to avoid being in default. If we breach our covenants under our ~~senior secured credit facilities~~2010 Credit Facilities and seek a waiver, we may not be able to obtain a waiver from the required lenders. If this occurs, we would be in default under our ~~senior secured credit facilities,~~2010 Credit Facilities, the lenders could exercise their rights, as described above, and we could be forced into bankruptcy or liquidation.

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~~The lenders under~~

Your right to receive payment on the notes is structurally subordinated to the obligations of our ~~senior secured credit facilities will have the discretion to release the guarantors~~non-guarantor subsidiaries.

Substantially all of our existing and future domestic subsidiaries guarantee our obligations under the notes on a senior ~~secured credit facilities in a variety of circumstances, which will cause those guarantors~~unsecured basis. However, our foreign subsidiaries are not required by the indenture to ~~be released from their guarantees of~~guarantee the notes.

~~While~~ Our non-guarantor subsidiaries are separate and distinct legal entities with no obligation to pay any ~~obligations under our senior secured credit facilities remain outstanding, any guarantee of~~amounts due pursuant to the notes ~~may be released without action by,~~ or ~~consent of, any holder~~the guarantees of the notes or to provide us or the ~~trustee under the indenture governing~~guarantors with funds for our payment obligations. Our cash flow and our ability to service our debt, including the notes, ~~offered hereby if~~depend in part on the ~~related guarantor is no longer~~earnings of our non-guarantor subsidiaries and on the distribution of earnings, loans or other payments to us by these subsidiaries. For the year ended December 31, 2011, our non-guarantor subsidiaries had net sales of approximately $18.8 million, or approximately 1.0% of our consolidated net sales for the period, and operating income of approximately $1.8 million, or approximately 1.5% of our consolidated operating income for the period. As of December 31, 2011, our non-guarantor subsidiaries had assets of approximately $25.3 million, or approximately 1.8% of our consolidated assets and approximately $11.2 million, or approximately 0.6% of our liabilities.

The notes are structurally subordinated to all current and future liabilities, including trade payables, of our subsidiaries that do not guarantee the notes, and the claims of creditors of those subsidiaries, including trade creditors, have priority as to the assets and cash flows of those subsidiaries. In the event of a ~~guarantor~~bankruptcy, liquidation, dissolution or similar proceeding of ~~obligations under the senior secured credit facilities or certain other indebtedness. See “Description~~any of the ~~Exchange Notes—~~non-guarantor subsidiaries, holders of their liabilities, including their trade creditors, will generally be entitled to payment on their claims from assets of those subsidiaries before any assets are made available for distribution to us or our guarantor subsidiaries. As of December 31, 2011, the ~~Guarantees.” The lenders under the senior secured credit facilities or such~~non-guarantor subsidiaries had approximately $11.2 million of total indebtedness and other indebtedness will have the discretion to release the guarantees under the senior secured credit facilities in a variety of circumstances. You will not have a claim as a creditor against any subsidiary that is no longer a guarantor of the notes.liabilities, including trade payables.

If we undergo a change of control, we may not have the ability to raise the funds necessary to finance the change of control offer required by the indenture governing the notes, which would violate the terms of the notes.

Upon the occurrence of a change of control, as defined in the indenture governing the notes, holders of the notes will have the right to require us to purchase all or any part of such holders’ notes at a price equal to 101% of the principal amount thereof, plus accrued and unpaid interest, if any, to (but excluding) the date of purchase. The events that constitute a change of control under the indenture may also constitute:

·	a default under our senior secured credit facilities, which prohibit the purchase of the notes by us, unless and until our indebtedness under the senior secured credit facilities is repaid in full; and

a default under our 2010 Credit Facilities, which prohibit the purchase of the notes by us, unless and until our indebtedness under our 2010 Credit Facilities is repaid in full; and

~~a change of control under the indentures governing our 7~~ 7/8~~% Notes, 8~~ 3/8~~% Notes and 10~~ 1/2% Notes, which would give the holders of such notes the right to require us to purchase all or any part of such notes at a price equal to 101% of the principal amount thereof, plus accrued and unpaid interest, if any to the date of purchase.

a change of control under the indentures governing our 8⅞% Notes and any debt securities that remain outstanding under the 7⅞% Notes and 8⅜% Notes, which would give the holders of such notes the right to require us to purchase all or any part of such notes at a price equal to 101% of the principal amount thereof, plus accrued and unpaid interest, if any to the date of purchase, as well as a change of control under the indenture governing the Exchangeable Notes, which would give the holders of such notes the right to require us to purchase all or any part of such notes at a price equal to 100% of the principal amount thereof, plus accrued and unpaid interest, if any, to, but excluding, the purchase date.

There can be no assurance that either we or our guarantor subsidiaries would have sufficient financial resources available to satisfy all of our or their obligations under the notes or the related guarantees and our ~~senior secured credit facilities~~2010 Credit Facilities in the event of a change of control. In addition, under a recent Delaware Chancery Court interpretation of a change of control repurchase requirement with a continuing director provision, a board of directors may approve a slate of shareholder nominated directors without endorsing them or while simultaneously recommending and endorsing its own slate instead. The foregoing interpretation would permit our board to approve a slate of directors that included a majority of dissident directors nominated pursuant to a proxy contest, and the ultimate election of such dissident slate would not constitute a change of control that would trigger a holder’s right to require the Company to make an change of control offer as described above. Our failure to purchase the notes as required under the indenture governing the notes would result in a

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default under that indenture and under our ~~senior secured credit facilities~~2010 Credit Facilities and could result in a default under the indentures governing the outstanding senior notes, which could have material adverse consequences for us and the holders of the notes. See “Description of the Exchange Notes—~~Repurchase at the Option of Holders—~~Change of Control.” Any additional credit agreements or other agreements relating to indebtedness to which the Company becomes a party may contain similar restrictions and provisions.

The lien on the collateral securing the notes and the guarantees is junior and subordinate to the lien on the collateral securing the senior secured credit facilities and certain other first lien obligations.

~~The notes and the guarantees will be secured by second priority liens granted by us and the existing guarantors and any future guarantor on our assets and the assets~~definition of the guarantors that secure obligations under our senior secured credit facilities and certain hedging and cash management obligations, subject to certain permitted liens, exceptions and encumbrances describedchange of control, as defined in the indenture governing the notes, ~~and the security documents~~includes a phrase relating to the ~~notes. As set out in more detail under “Description~~sale, lease, transfer, conveyance or other disposition of “all or substantially all” of the Exchange Notes,” the lenders under our senior secured credit facilities and holders of certain of our hedging and cash management obligations will be entitled to receive all proceeds from the realizationassets of the ~~collateral~~Company and its subsidiaries taken as a whole. Although there is a limited body of case law interpreting the phrase “substantially all,” there is no precise established definition of the phrase under ~~most circumstances, including upon default in payment on, or~~applicable law. Accordingly, the ~~acceleration~~ability of any obligations under our senior secured credit facilities, or in the event of our, or any of our subsidiary guarantors’, bankruptcy, insolvency, liquidation, dissolution, reorganization or similar proceeding, to repay such obligations in full before the holdersa holder of the notes ~~will be entitled~~ to ~~any recovery from~~require the Company to repurchase such ~~collateral. In addition, the indenture governing the~~ notes will permit us and the guarantors to create additional liens under specified circumstances, including liens senior in priority to the liens securing the notes. Any obligations secured by such liens may further limit the recovery from the realizationas a result of a sale, lease, transfer, conveyance or other disposition of less than all of the ~~collateral available to satisfy holders~~assets of the ~~notes.~~

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~~Holders of the notes will not control decisions regarding collateral.~~Company and its subsidiaries taken as a whole to another person or group may be uncertain.

The lenders under our senior secured credit facilities, as holders of first priority lien obligations, will control substantially all matters related to the collateral pursuant to the terms of the intercreditor agreement. The holders of the first priority lien obligations may cause the collateral agent thereunder (the “first lien agent”) to dispose of, release, or foreclose on, or take other actions with respect to, the collateral (including amendments ofnotes and ~~waivers under the security documents) with which holders of the notes may disagree or that~~guarantees may be ~~contrary to the interests of holders of the notes, even after a default~~void, avoided or subordinated under the notes. To the extent collateral is released from securing the first priority lien obligations, the intercreditor agreement will provide that in certain circumstances, the second priority liens securing the notes will also be released. In addition, the security documents related to the second priority lien generally provide that, so long as the first priority lien obligations are in effect, the holders of the first priority lien obligations may change, waive, modify or vary the security documentslaws governing ~~such first priority liens without the consent of the holders of the notes (except under certain limited circumstances)~~fraudulent transfers and that the security documents governing the second priority liens will be automatically changed, waived and modified in the same manner. Further, the security documents governing the second priority liens may not be amended in any manner adverse to the holders of the first-priority obligations without the consent of the first lien agent until the first priority lien obligations are paid in full. The security agreement governing the second priority liens will prohibit second priority lienholders from foreclosing on the collateral until payment in full of the first priority lien obligations. We cannot assure you that in the event of a foreclosure by the holders of the first priority lien obligations, the proceeds from the sale of collateral would be sufficient to satisfy all or any of the amounts outstanding under the notes after payment in full of the obligations secured by first priority liens on the collateral.insolvency.

~~Security over all~~We have incurred substantial debt, including our outstanding senior notes, senior subordinated notes, senior second lien notes and our 2010 Credit Facilities. Various fraudulent conveyance laws enacted for the protection of ~~the collateral will not be in place upon the date of~~creditors may apply to our issuance of the notes ~~or will not be perfected on such date.~~

~~Certain security interests, including mortgages~~ and ~~related documentation, will not be in place on~~ the ~~date of~~guarantors’ issuance of the notes or will be not be perfected on such date. We will be required to file or cause to be filed financing statements under the Uniform Commercial Code to perfect the security interests that can be perfected by such filings. We will be required to use commercially reasonable efforts to have all security interests that are required to be perfected by the security documents to be in place perfected no later than 120 days after the date of issuance of the notes. Any issues that we are not able to resolve in connection with the delivery and recordation of such mortgages and security interests may negatively impact the value of the collateral.guarantees. To the extent a security interest in certain collateral is perfected following the date of issuance of the notes, it might be avoidable in bankruptcy. See below “—Any Future Pledge of Collateral Might be Avoidable in Bankruptcy.”

~~It may be difficult to realize the value of the collateral securing the notes.~~

The collateral securing the notes will be subject to any and all exceptions, defects, encumbrances, liens and other imperfections as may be accepted by the trustee for the notes and the second lien collateral agent and any other creditors that have the benefit of first liens on the collateral securing the notes from time to time, whether on or after the date the notes are issued. The existence of any such exceptions, defects, encumbrances, liens and other imperfections could adversely affect the value of the collateral securing the notes as well as the ability of the second lien collateral agent to realize or foreclose on such collateral.

The value of the collateral at any time will depend on market and other economic conditions, including the availability of suitable buyers. By their nature, some or all of the pledged assets may be illiquid and may have no readily ascertainable market value. We cannot assure you that the fair market value of the collateral as of the date of this prospectus exceeds the principal amount of the debt secured thereby. The value of the assets pledged as collateral for the notes could be impaired in the future as a result of changing economic conditions, our failure to implement our business strategy, competition, unforeseen liabilities and other future events. Accordingly, there may not be sufficient collateral to pay all or any of the amounts due on the notes. Any claim for the difference between the amount, if any, realized by holders of the notes from the sale of the collateral securing the notes and the obligations under the notes will rank equally in right of payment with all of our other unsecured unsubordinated indebtedness and other obligations, including trade payables. Additionally, in the event that a ~~bankruptcy case is commenced by or against its, if the value of the collateral is less than the amount of principal and accrued and~~

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~~unpaid interest on the notes and all other senior secured obligations, interest may cease to accrue on the notes from and after the date the bankruptcy petition is filed.~~

In the future, the obligation to grant additional security over assets, or a particular type or class of assets, whether as a result of the acquisition or creation of future assets or subsidiaries, the designation of a previously unrestricted subsidiary or otherwise, is subject to the provisions of the security agreement. The security agreement sets out a number of limitations on the rights of the holders of the notes offered hereby to require security in certain circumstances, which may result in, among other things, the amount recoverable under any security provided by any subsidiary being limited and/or security not being granted over a particular type or class of assets. Accordingly, this may affect the value of the security provided by us and our subsidiaries. Furthermore, upon enforcement against any collateral or in insolvency, under the terms of the intercreditor agreement the claims of the holders of the notes offered hereby to the proceeds of such enforcement will rank behind the claims of the holders of obligations under our senior secured credit facilities, which are first priority obligations, and holders of additional secured indebtedness (to the extent permitted to have priority by the indenture).

The security interest of the second lien collateral agent will be subject to practical problems generally associated with the realization of security interests in collateral. For example, the second lien collateral agent may need to obtain the consent of a third party to obtain or enforce a security interest in a contract. We cannot assure you that the collateral agent will be able to obtain any such consent. We also cannot assure you that the consents of any third parties will be given when required to facilitate a foreclosure on such assets. Accordingly, the second lien collateral agent may not have the ability to foreclose upon those assets and the value of the collateral may significantly decrease.

~~Bankruptcy laws may limit your ability to realize value from the collateral.~~

The right of the second lien collateral agent to repossess and dispose of the collateral upon the occurrence of an event of default under the indenture governing the notes is likely to be significantly impaired by applicable bankruptcy law if a bankruptcy casecourt were to be commenced by or against us before the second lien collateral agent repossessed and disposed of the collateral. Upon the commencement of a case under the bankruptcy code, a secured creditor such as the second lien collateral agent is prohibited from repossessing its security from a debtor in a bankruptcy case, or from disposing of security repossessed from such debtor, without bankruptcy court approval, which may not be given. Moreover, the bankruptcy code permits the debtor to continue to retain and use collateral even though the debtor is in default under the applicable debt instruments, provided that the secured creditor is given “adequate protection.” The meaning of the term “adequate protection” may vary according to circumstances, but it is intended in general to protect the value of the secured creditor’s interest in the collateral as of the commencement of the bankruptcy case and may include cash payments or the granting of additional security if and at such times as the bankruptcy court in its discretion determines that the value of the secured creditor’s interest in the collateral is declining during the pendency of the bankruptcy case. A bankruptcy court may determine that a secured creditor may not require compensation for a diminution in the value of its collateral if the value of the collateral exceeds the debt it secures.

~~In view of the lack of a precise definition of the term “adequate protection” and the broad discretionary power of a bankruptcy court, it is impossible to predict:~~find that:

~~how long payments under~~ (1)

the notes ~~could be delayed following commencement of~~were issued or a ~~bankruptcy case;~~

·	~~whether~~guarantee was incurred with actual intent to hinder, delay or ~~when the collateral agent could repossess~~defraud any present or ~~dispose of the collateral;~~

·	~~the value of the collateral at the time of the bankruptcy petition;~~future creditor; or

~~whether~~(2)

we or ~~to what extent holders of~~a guarantor did not receive fair consideration or reasonably equivalent value for issuing the notes ~~would be compensated for any delay in payment~~ or ~~loss of value of the collateral through the requirement of “adequate protection.”~~guarantees;

~~In addition,~~and that we or a guarantor

(A)

was insolvent;

(B)

was rendered insolvent by reason of the issuance of the notes or a guarantee;

(C)

was engaged or about to engage in a business or transaction for which our or its remaining assets constituted unreasonably small capital; or

(D)

intended to incur, or believed that we would incur, debts beyond our or its ability to pay those debts as they matured;

then the ~~intercreditor agreement provides that, in~~court could void the ~~event of a bankruptcy, the trustee~~notes and the ~~second lien collateral agent may not object~~guarantees or subordinate the notes or the guarantees in favor of our of the guarantors’ others creditors. Furthermore, to the extent that the notes or a ~~number of important matters following the filing of~~guarantee were voided as a ~~bankruptcy~~fraudulent conveyance or held unenforceable for any other reason:

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~~petition so long as any first priority lien obligations are outstanding. After such a filing, the value~~claims of ~~the collateral securing the notes could materially deteriorate and the~~ holders of the notes against us or a guarantor would be unable to raise an objection. The right of the holders of obligations secured by first priority liens on the collateral to foreclose upon and sell the collateral upon the occurrence of an event of default also would be subject to limitations under applicable bankruptcy laws if we or any of our subsidiaries become subject to a bankruptcy proceeding.adversely affected;

THE EXCHANGE OFFER

As of the date of this prospectus, ~~$400~~$225 million in principal amount of the outstanding notes is outstanding. This prospectus, together with the letter of transmittal, is first being sent to holders on , ~~2010.~~2012.

Purpose of the Exchange Offer

We issued the outstanding notes on ~~February 5, 2010~~March 28, 2012 in a transaction exempt from the registration requirements of the Securities Act. Accordingly, the outstanding notes may not be reoffered, resold, or otherwise transferred unless so registered or unless an applicable exemption from the registration and prospectus delivery requirements of the Securities Act is available.

In connection with the sale of the outstanding notes, we entered into a registration rights agreement, which requires us to:

·	use our commercially reasonable efforts to cause a registration statement relating to the exchange offer to be declared effective by the Securities and Exchange Commission (the “SEC” or the “Commission”) under the Securities Act within 270 days after the date of issuance of the outstanding notes;

·	after the effectiveness of the registration statement, commence the offer of the exchange notes in exchange for surrender of the outstanding notes; and

·	keep the exchange offer open for not less than 20 business days after the date notice of the exchange offer is mailed to the holders of the outstanding notes.

We are making the exchange offer to satisfy our obligations under the registration rights agreement. Other than pursuant to the registration rights agreement, we are not required to file any registration statement to register any outstanding notes. Holders of outstanding notes who do not tender their outstanding notes or whose outstanding notes are tendered but not accepted in the exchange offer must generally rely on an exemption from the registration requirements under the securities laws, including the Securities Act, if they wish to sell their outstanding notes.

We are making the exchange offer in reliance on the position of the staff of the Commission as set forth in interpretive letters addressed to third parties in other transactions. However, we have not sought our own interpretive letter and we can provide no assurance that the staff would make a similar determination with respect to the exchange offer as it has in interpretive letters to third parties. Based on these interpretations by the staff, we believe that the exchange notes issued in the exchange offer in exchange for outstanding notes may be offered for resale, resold and otherwise transferred by a holder other than any holder who is a broker-dealer or an “affiliate” of ours within the meaning of Rule 405 of the Securities Act, without further compliance with the registration and prospectus delivery requirements of the Securities Act, provided that:

·	the exchange notes are acquired in the ordinary course of the holder’s business;

·	the holder has no arrangement or understanding with any person to participate in the distribution of the exchange notes; and

·	the holder is not engaged in, and does not intend to engage in a distribution of the exchange notes.

For additional information, see “—Resale of Exchange Notes.”

If you tender in the exchange offer for the purpose of participating in a distribution of the exchange notes, or if you are a broker-dealer who purchased the outstanding notes from us for resale pursuant to Rule 144A or any other available exemption under the Securities Act, you cannot rely on the interpretations by the staff of the Commission stated in these no-action letters. Instead, you must comply with the registration and prospectus delivery requirements of the Securities Act in connection with any sale or transfer, unless an exemption from these requirements is otherwise available.

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Further, each broker-dealer that receives the exchange notes for its own account in exchange for the outstanding notes, where the broker-dealer acquired the outstanding notes as a result of market-making or other trading activities, must acknowledge in a letter of transmittal that it will deliver a prospectus meeting the requirements of the

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Securities Act in connection with any resale of those exchange notes. The letter of transmittal states that by making this acknowledgment and delivering a prospectus, a broker-dealer will not be deemed to admit that it is an “underwriter” within the meaning of the Securities Act. We have agreed that this prospectus may be used by a broker-dealer for any resale of exchange notes issued to it in the exchange offer for a period of 180 days after the expiration date of the exchange offer. See “Plan of Distribution.”

Terms of the Exchange

We are offering to exchange, subject to the conditions described in this prospectus and in the letter of transmittal accompanying this prospectus, ~~$400~~$225 million in aggregate principal amount of our 8⅞11½% Senior ~~Second Lien~~ Notes due ~~2018~~2017 that have been registered under the Securities Act for an equal aggregate principal amount of our outstanding unregistered 8⅞11½% Senior ~~Second Lien~~ Notes due ~~2018.~~2017. The terms of the exchange notes are identical in all material respects to the terms of the outstanding notes, except that:

·	the exchange notes will have been registered under the Securities Act, will not contain transfer restrictions, and will not bear legends restricting their transfer;

·	the exchange notes will not contain terms providing for the payment of additional interest under circumstances relating to our obligation to file and cause a registration statement relating to the notes to be effective;

·	the exchange notes will be represented by one or more global notes in book-entry form unless exchanged for notes in definitive certificated form under the limited circumstances described under “Description of the Exchange Notes—Global Notes and Book-Entry System”; and

·	the exchange notes will be issuable in denominations of $2,000 and any integral multiples of $1,000.

The exchange notes generally will be freely transferable by holders of the exchange notes and will not be subject to the terms of the registration rights agreement. The exchange notes will evidence the same indebtedness as the outstanding notes exchanged therefor and will be entitled to the benefits of the indenture. For additional information, see “Description of the Exchange Notes.”

The exchange offer is not conditioned upon the tender of any minimum principal amount of outstanding notes.

The exchange notes will accrue interest from the last interest payment date on which interest was paid on the outstanding notes or, if no interest was paid on the outstanding notes, from the date of issuance of the outstanding notes, which was on ~~February 5, 2010.~~March 28, 2012. Holders whose outstanding notes are accepted for exchange will not receive any payment in respect of accrued interest on such outstanding notes otherwise payable on any interest payment date after consummation of the exchange offer and, in lieu thereof, will receive payment with respect to accrued interest on the exchange notes to the extent outstanding notes or exchange notes were held on the applicable record date.

Tendering holders of the outstanding notes will not be required to pay brokerage commissions or fees or transfer taxes, except as specified in the instructions in the letter of transmittal, with respect to the exchange of the outstanding notes in the exchange offer.

Expiration Date; Extension; Termination; Amendment

The exchange offer will expire at 5:00 p.m., New York City time, on , ~~2010,~~2012, unless we, in our sole discretion, have extended the period of time for which the exchange offer is open. The time and date, as it may be extended, is referred to herein as the “expiration date.” The expiration date will be at least 20 business days after the commencement of the exchange offer in accordance with Rule 14e-1(a) under the Exchange Act. We expressly reserve the right, at any time or from time to time, to extend the period of time during which the

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exchange offer is open, and thereby delay acceptance for exchange of any outstanding notes. We may extend the expiration date by giving written notice of the extension to the exchange agent and by timely public announcement no later than 9:00 a.m., New York City time, on the next business day after the previously scheduled expiration date. During the extension, all outstanding notes previously tendered will remain subject to the exchange offer unless properly withdrawn.

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We expressly reserve the right to:

·	terminate or amend the exchange offer and not to accept for exchange any outstanding notes not previously accepted for exchange upon the occurrence of any of the events specified in “—Certain Conditions to the Exchange Offer” which have not been waived by us; and

·	amend the terms of the exchange offer in any manner which, in our good faith judgment, is advantageous to the holders of the outstanding notes, whether before or after any tender of the outstanding notes.

If any termination or amendment occurs, we will notify the exchange agent and will either issue a press release or give written notice to the holders of the outstanding notes and the exchange agent as promptly as practicable.

For purposes of the exchange offer, a “business day” means any day other than Saturday, Sunday or a date on which banking institutions are required or authorized by New York State law to be closed, and consists of the time period from 12:01 a.m. through 12:00 midnight, New York City time. Unless we terminate the exchange offer prior to 5:00 p.m., New York City time, on the expiration date, we will exchange the exchange notes for the outstanding notes promptly following the expiration date.

Procedures for Tendering Outstanding Notes

Our acceptance of outstanding notes tendered by a holder will constitute a binding agreement between the tendering holder and us upon the terms and subject to the conditions described in this prospectus and in the accompanying letter of transmittal. All references in this prospectus to the letter of transmittal are deemed to include a facsimile of the letter of transmittal.

A holder of outstanding notes may tender the outstanding notes by:

·	properly completing and signing the letter of transmittal;

·	properly completing any required signature guarantees;

·	properly completing any other documents required by the letter of transmittal; and

·	delivering all of the above, together with the certificate or certificates representing the outstanding notes being tendered, to the exchange agent at its address set forth below at or prior to 5:00 p.m., New York City time, on the expiration date; or

·	complying with the procedure for book-entry transfer described below; or

·	complying with the guaranteed delivery procedures described below.

The method of delivery of outstanding notes, letters of transmittal and all other required documents is at the election and risk of the holders. If the delivery is by mail, it is recommended that registered mail properly insured, with return receipt requested, be used. In all cases, sufficient time should be allowed to ensure timely delivery. Holders should not send outstanding notes or letters of transmittal to us.

The signature on the letter of transmittal need not be guaranteed if:

·	tendered outstanding notes are registered in the name of the signer of the letter of transmittal; and

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·	the exchange notes to be issued in exchange for the outstanding notes are to be issued in the name of the holder; and

·	any untendered outstanding notes are to be reissued in the name of the holder.

In any other case, the tendered outstanding notes must be:

·	endorsed or accompanied by written instruments of transfer in form satisfactory to us;

·	duly executed by the holder; and

the signature on the endorsement or instrument of transfer must be guaranteed by a bank, broker, dealer, credit union, savings association, clearing agency or other institution, each an “eligible institution” that is a member of a recognized signature guarantee medallion program within the meaning of Rule 17Ad-15 under the Exchange Act.

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If the exchange notes and/or outstanding notes not exchanged are to be delivered to an address other than that of the registered holder appearing on the note register for the outstanding notes, the signature in the letter of transmittal must be guaranteed by an eligible institution.

The exchange agent will make a request within two business days after the date of receipt of this prospectus to establish accounts with respect to the outstanding notes at The Depository Trust Company, the “book-entry transfer facility,” for the purpose of facilitating the exchange offer. We refer to The Depository Trust Company in this prospectus as “DTC.” Subject to establishing the accounts, any financial institution that is a participant in the book-entry transfer facility’s system may make book-entry delivery of outstanding notes by causing the book-entry transfer facility to transfer the outstanding notes into the exchange agent’s account with respect to the outstanding notes in accordance with the book-entry transfer facility’s procedures for the transfer. Although delivery of outstanding notes may be effected through book-entry transfer into the exchange agent’s account at the book-entry transfer facility, an appropriate letter of transmittal with any required signature guarantee and all other required documents, or an agent’s message, must in each case be properly transmitted to and received or confirmed by the exchange agent at its address set forth below under “—Exchange Agent” prior to the expiration date, or, if the guaranteed delivery procedures described below are complied with, within the time period provided under such procedures.

The exchange agent and DTC have confirmed that the exchange offer is eligible for the DTC Automated Tender Offer Program. We refer to the Automated Tender Offer Program in this prospectus as “ATOP.” Accordingly, DTC participants may, in lieu of physically completing and signing the letter of transmittal and delivering it to the exchange agent, electronically transmit their acceptance of the exchange offer by causing DTC to transfer outstanding notes to the exchange agent in accordance with DTC’s ATOP procedures for transfer. DTC will then send an agent’s message.

The term “agent’s message” means a message which:

·	is transmitted by DTC;

·	received by the exchange agent and forming part of the book-entry transfer;

·	states that DTC has received an express acknowledgment from a participant in DTC that is tendering outstanding notes which are the subject of the book-entry transfer;

·	states that the participant has received and agrees to be bound by all of the terms of the letter of transmittal; and

·	states that we may enforce the agreement against the participant.

If a holder desires to accept the exchange offer and time will not permit a letter of transmittal or outstanding notes to reach the exchange agent before the expiration date or the procedure for book-entry transfer cannot be completed on a timely basis, the holder may effect a tender if the exchange agent has received at its address set forth below on or prior to

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the expiration date, a letter, telegram or facsimile transmission, and an original delivered by guaranteed overnight courier, from an eligible institution setting forth:

·	the name and address of the tendering holder;

·	the names in which the outstanding notes are registered and, if possible, the certificate numbers of the outstanding notes to be tendered; and

a statement that the tender is being made thereby and guaranteeing that within three business days after the expiration date, the outstanding notes in proper form for transfer, or a confirmation of book-entry transfer of such outstanding notes into the exchange agent’s account at the book-entry transfer facility and an agent’s message, will be delivered by the eligible institution together with a properly completed and duly executed letter of transmittal and any other required documents.

Unless outstanding notes being tendered by the above-described method are deposited with the exchange agent, a tender will be deemed to have been received as of the date when:

·	the tendering holder’s properly completed and duly signed letter of transmittal, or a properly transmitted agent’s message, accompanied by the outstanding notes or a confirmation of book-entry transfer of the

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outstanding notes into the exchange agent’s account at the book-entry transfer facility is received by the exchange agent; or

·	a notice of guaranteed delivery or letter, telex or facsimile transmission to similar effect from an eligible institution is received by the exchange agent.

Issuances of exchange notes in exchange for outstanding notes tendered pursuant to a notice of guaranteed delivery or letter, telex or facsimile transmission to similar effect by an eligible institution will be made only against deposit of the letter of transmittal and any other required documents and the tendered outstanding notes or a confirmation of book-entry and an agent’s message.

All questions as to the validity, form, eligibility, including time of receipt, and acceptance of outstanding notes tendered for exchange will be determined by us in our sole discretion, which determination will be final and binding. We reserve the absolute right to reject any and all tenders of any outstanding notes not properly tendered or not to accept any outstanding notes which acceptance might, in our judgment or the judgment of our counsel, be unlawful. We also reserve the absolute right to waive any defects or irregularities or conditions of the exchange offer as to any outstanding notes either before or after the expiration date, including the right to waive the ineligibility of any holder who seeks to tender outstanding notes in the exchange offer. The interpretation of the terms and conditions of the exchange offer, including the letter of transmittal and the instructions contained in the letter of transmittal, by us will be final and binding on all parties. Unless waived, any defects or irregularities in connection with tenders of outstanding notes for exchange must be cured within such reasonable period of time as we determine. Neither we, the exchange agent nor any other person has any duty to give notification of any defect or irregularity with respect to any tender of outstanding notes for exchange, nor will any of us incur any liability for failure to give such notification.

If the letter of transmittal is signed by a person or persons other than the registered holder or holders of outstanding notes, the outstanding notes must be endorsed or accompanied by appropriate powers of attorney, in either case signed exactly as the name or names of the registered holder or holders appear on the outstanding notes.

If the letter of transmittal or any outstanding notes or powers of attorney are signed by trustees, executors, administrators, guardians, attorneys-in-fact, officers of corporations or others acting in a fiduciary or representative capacity, such persons should so indicate when signing, and, unless waived by us, such persons must submit proper evidence satisfactory to us of their authority to so act.

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By tendering, each holder represents to us that, among other things:

·	the exchange notes acquired pursuant to the exchange offer are being acquired in the ordinary course of business of the holder;

·	the holder is not participating, does not intend to participate, and has no arrangement or understanding with any person to participate, in the distribution of the exchange notes; and

·	the holder is not an “affiliate” of ours within the meaning of Rule 405 of the Securities Act.

Each broker-dealer that receives exchange notes for its own account in exchange for outstanding notes, where the broker-dealer acquired the outstanding notes as a result of market-making activities or other trading activities, must acknowledge that it will deliver a prospectus in connection with any resale of the exchange notes. See “Plan of Distribution.”

Terms and Conditions of the Letter of Transmittal

The letter of transmittal contains, among other things, the following terms and conditions, which are part of the exchange offer.

The party tendering outstanding notes for exchange notes exchanges, assigns and transfers the outstanding notes to us and irrevocably constitutes and appoints the exchange agent as the party’s agent and attorney-in-fact to cause the outstanding notes to be assigned, transferred and exchanged. We refer to the party tendering notes herein as the “transferor.” The transferor represents and warrants that the transferor has full power and authority to tender, exchange, assign and transfer the outstanding notes and to acquire exchange notes issuable upon the exchange of the

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tendered outstanding notes, and that, when the same are accepted for exchange, we will acquire good and unencumbered title to the tendered outstanding notes, free and clear of all liens, restrictions, charges and encumbrances and not subject to any adverse claim. The transferor also warrants that the transferor will, upon request, execute and deliver any additional documents deemed by the exchange agent or us to be necessary or desirable to complete the exchange, assignment and transfer of tendered outstanding notes or transfer ownership of the outstanding notes on the account books maintained by a book-entry transfer facility. The transferor further agrees that the acceptance of any tendered outstanding notes by us and the issuance of exchange notes in exchange for outstanding notes will constitute performance in full by us of various of our obligations under the registration rights agreement. All authority conferred by the transferor will survive the death or incapacity of the transferor and every obligation of the transferor will be binding upon the heirs, legal representatives, successors, assigns, executors and administrators of the transferor.

The transferor certifies that the transferor: is not an “affiliate” of ours within the meaning of Rule 405 under the Securities Act; is acquiring the exchange notes offered hereby in the ordinary course of the transferor’s business; and has no arrangement with any person to participate in the distribution of the exchange notes.

Each holder, other than a broker-dealer, must acknowledge that the holder is not engaged in, and does not intend to engage in, a distribution of the exchange notes. Each transferor which is a broker-dealer receiving the exchange notes for its own account must acknowledge that it will deliver a prospectus in connection with any resale of the exchange notes. By so acknowledging and by delivering a prospectus, a broker-dealer will not be deemed to admit that it is an “underwriter” within the meaning of the Securities Act.

Withdrawal Rights

Tenders of outstanding notes may be withdrawn at any time before 5:00 p.m. New York City time, on the expiration date.

For a withdrawal to be effective, a written notice of withdrawal sent by telex, facsimile transmission, or letter must be received by the exchange agent at the address set forth in this prospectus before 5:00 p.m. New York City time, on the expiration date. Any notice of withdrawal must:

·	specify the name of the person having tendered the outstanding notes to be withdrawn;

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·	identify the outstanding notes to be withdrawn, including the certificate number or numbers and principal amount of such outstanding notes;

·	include a statement that the holder is withdrawing the holder’s election to have the outstanding notes exchanged;

be signed by the holder in the same manner as the original signature on the letter of transmittal by which the outstanding notes were tendered or as otherwise described above, including any required signature guarantees, or be accompanied by documents of transfer sufficient to have the trustee under the indenture register the transfer of the outstanding notes into the name of the person withdrawing the tender; and

·	specify the name in which any such outstanding notes are to be registered, if different from that of the person who tendered the outstanding notes.

The exchange agent will return the properly withdrawn outstanding notes promptly following receipt of the notice of withdrawal. If outstanding notes have been tendered pursuant to the procedure for book-entry transfer, any notice of withdrawal must specify the name and number of the account at the book-entry transfer facility to be credited with the withdrawn outstanding notes or otherwise comply with the book-entry transfer facility procedure. All questions as to the validity of notices of withdrawals, including time of receipt, will be determined by us and our determination will be final and binding on all parties.

Any outstanding notes so withdrawn will be deemed not to have been validly tendered for exchange for purposes of the exchange offer. Any outstanding notes which have been tendered for exchange but which are not exchanged for any reason will be returned to the holder without cost to the holder. In the case of outstanding notes tendered by book-entry transfer into the exchange agent’s account at the book-entry transfer facility pursuant to the book-entry transfer procedures described above, the outstanding notes will be credited to an account with the book-entry transfer facility specified by the holder. In either case, the outstanding notes will be returned promptly after

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withdrawal, rejection of tender or termination of the exchange offer. Properly withdrawn outstanding notes may be retendered by following one of the procedures described in “—Procedures for Tendering Outstanding Notes” at any time before the expiration date.

Acceptance of Outstanding Notes for Exchange; Delivery of Exchange Notes

Upon satisfaction or waiver of all the conditions to the exchange offer, we will accept, on the expiration date, all outstanding notes properly tendered and not validly withdrawn and will issue or cause to be issued the exchange notes promptly after such acceptance. See the discussion under “—Certain Conditions to the Exchange Offer” for more detailed information. For purposes of the exchange offer, we will be deemed to have accepted properly tendered outstanding notes for exchange when, and if, we have given written notice of our acceptance to the exchange agent.

For each old note accepted for exchange, the holder of the outstanding note will receive an exchange note having a principal amount equal to that of the surrendered old note.

In all cases, issuance of exchange notes for outstanding notes that are accepted for exchange pursuant to the exchange offer will be made only after:

·	timely receipt by the exchange agent of certificates for the outstanding notes or a timely book-entry confirmation of the outstanding notes into the exchange agent’s account at the book-entry transfer facility;

·	a properly completed and duly executed letter of transmittal, or a properly transmitted agent’s message; and

·	timely receipt by the exchange agent of all other required documents.

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If any tendered outstanding notes are not accepted for any reason described in the terms and conditions of the exchange offer or if outstanding notes are submitted for a greater principal amount than the holder desires to exchange, the unaccepted or non-exchanged outstanding notes will be returned without expense to the tendering holder of the outstanding notes. In the case of outstanding notes tendered by book-entry transfer into the exchange agent’s account at the book-entry transfer facility pursuant to the book-entry transfer procedures described above, the non-exchanged outstanding notes will be credited to an account maintained with the book-entry transfer facility. In either case, the outstanding notes will be returned as promptly as practicable after the expiration of the exchange offer.

Certain Conditions to the Exchange Offer

Notwithstanding any other provision of the exchange offer, or any extension of the exchange offer, we will not be required to accept for exchange, or to issue exchange notes in exchange for, any outstanding notes and may terminate or amend the exchange offer, by written notice to the exchange agent or by a timely press release, if, at any time before the acceptance of the outstanding notes for exchange or the exchange of the exchange notes for such outstanding notes, in our reasonable judgment any of the following conditions exists:

·	any action or proceeding is instituted or threatened in any court or by or before any governmental agency with respect to the exchange offer which, in our judgment would reasonably be expected to impair our ability to proceed with the exchange offer; or

·	the exchange offer, or the making of any exchange by a holder, violates applicable law or any applicable interpretation of the staff of the Commission.

Regardless of whether any of the conditions has occurred, we may amend the exchange offer in any manner which, in our good faith judgment, is advantageous to holders of the outstanding notes.

The conditions described above are for our sole benefit and may be asserted by us regardless of the circumstances giving rise to the condition or we may waive any condition in whole or in part at any time and from time to time in our sole discretion. Our failure at any time to exercise any of the rights described above will not be deemed a waiver of the right and each right will be deemed an ongoing right which we may assert at any time and from time to time.

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If we waive or amend the conditions above, we will, if required by law, extend the exchange offer for a minimum of five business days from the date that we first give notice, by public announcement or otherwise, of the waiver or amendment, if the exchange offer would otherwise expire within the five business-day period. Any determination by us concerning the events described above will be final and binding upon all parties.

The exchange offer is not conditioned upon any minimum principal amount of outstanding notes being tendered.

Exchange Agent

~~Wells Fargo~~ U.S. Bank National Association has been appointed as the exchange agent for the exchange offer. All executed letters of transmittal should be directed to the exchange agent at one of the addresses set forth below:

By Registered or Certified Mail:	By Regular Mail or Overnight Courier:	In Person by Hand Only:
~~WELLS FARGO~~U.S. BANK ~~N.A.~~NATIONAL ASSOCIATION ~~Corporate Trust Operations~~60 Livingston Avenue ~~MAC N9303-121~~St. Paul, MN 55107 ~~PO Box 1517~~ ~~Minneapolis, MN 55480~~Attn: Specialized Finance	~~WELLS FARGO~~U.S. BANK ~~N.A.~~NATIONAL ASSOCIATION ~~Corporate Trust Operations~~ ~~MAC N9303-121~~ ~~Sixth & Marquette~~60 Livingston Avenue ~~Minneapolis,~~St. Paul, MN ~~55479~~55107 Attn: Specialized Finance	~~WELLS FARGO~~U.S. BANK ~~N.A.~~NATIONAL ASSOCIATION ~~12th Floor-Northstar East Building~~60 Livingston Avenue ~~Corporate Trust Operations~~St. Paul, MN 55107 ~~608 Second Avenue South~~ ~~Minneapolis, MN 55479~~Attn: Specialized Finance
	By Facsimile (for Eligible Institutions only): ~~(612) 667-6282~~(651) 495-8158 For Information or confirmation by Telephone: (800) ~~344-5128~~ 934-6802

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You should direct questions, requests for assistance, requests for additional copies of this prospectus or of the letter of transmittal and requests for notices of guaranteed delivery to the exchange agent at the address and telephone number set forth in the letter of transmittal.

Delivery to an address other than as set forth on the letter of transmittal, or transmission of instructions via a facsimile number other than the one set forth on the letter of transmittal, will not constitute a valid delivery.

Solicitation of Tenders; Fees and Expenses

We have not retained any dealer-manager in connection with the exchange offer and will not make any payments to brokers, dealers or others soliciting acceptances of the exchange offer. We, however, will pay the exchange agent reasonable and customary fees for its services and will reimburse it for its reasonable out-of-pocket expenses in connection therewith. We will also pay brokerage houses and other custodians, nominees and fiduciaries the reasonable out-of-pocket expenses incurred by them in forwarding copies of this and other related documents to the beneficial owners of the outstanding notes and in handling or forwarding tenders for their customers.

We will pay the expenses incurred in connection with the exchange offer. Such expenses include, among others, the fees and expenses of the exchange agent and trustee, registration fees, and accounting, legal, printing and related fees and expenses.

No person has been authorized to give any information or to make any representations in connection with the exchange offer other than those contained in this prospectus. If given or made, such information or representations should not be relied upon as having been authorized by us. Neither the delivery of this prospectus nor any exchange made pursuant to this prospectus, under any circumstances, creates any implication that there has been no change in our affairs since the respective dates as of which information is given in this prospectus. The exchange offer is not being made to, and tenders will not be accepted from or on behalf of, holders of outstanding notes in any jurisdiction in which the making of the exchange offer or the acceptance of the exchange offer would not be in compliance with the laws of the jurisdiction. However, we may, at our discretion, take such action as we may deem necessary to make the exchange offer in the jurisdiction and extend the exchange offer to holders of outstanding notes in the

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jurisdiction. In any jurisdiction the securities laws or blue sky laws of which require the exchange offer to be made by a licensed broker or dealer, the exchange offer is being made on our behalf by one or more registered brokers or dealers which are licensed under the laws of the jurisdiction.

Transfer Taxes

We will pay all transfer taxes, if any, applicable to the exchange of outstanding notes pursuant to the exchange offer. However, the transfer taxes will be payable by the tendering holder if:

·	certificates representing exchange notes or outstanding notes for principal amounts not tendered or accepted for exchange are to be delivered to, or are to be issued in the name of, any person other than the registered holder of the outstanding notes tendered; or

·	tendered outstanding notes are registered in the name of any person other than the person signing the letter of transmittal; or

·	a transfer tax is imposed for any reason other than the exchange of outstanding notes pursuant to the exchange offer.

We will bill the amount of the transfer taxes directly to the tendering holder if satisfactory evidence of payment of the taxes or exemption therefrom is not submitted with the letter of transmittal.

Accounting Treatment

For accounting purposes, we ~~will~~may not recognize gain or loss upon the exchange of the exchange notes for outstanding notes. We ~~will~~may amortize costs incurred in connection with the issuance of the exchange notes over the term of the exchange notes.

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Consequences of Failure To Exchange

Holders of outstanding notes who do not exchange their outstanding notes for exchange notes pursuant to the exchange offer will continue to be subject to the restrictions on transfer of the outstanding notes as described in the legend on the outstanding notes. Outstanding notes not exchanged pursuant to the exchange offer will continue to remain outstanding in accordance with their terms. In general, the outstanding notes may not be offered or sold unless registered under the Securities Act, except pursuant to an exemption from, or in a transaction not subject to, the Securities Act and applicable state securities laws. We do not currently anticipate that we will register the outstanding notes under the Securities Act.

Participation in the exchange offer is voluntary, and holders of outstanding notes should carefully consider whether to participate. Holders of outstanding notes are urged to consult their financial and tax advisors in making their own decision on what action to take.

As a result of the making of, and upon acceptance for exchange of all validly tendered outstanding notes pursuant to the terms of, this exchange offer, we will have fulfilled a covenant contained in the registration rights agreement. Holders of outstanding notes who do not tender their outstanding notes in the exchange offer will continue to hold the outstanding notes and will be entitled to all the rights and subject to the limitations applicable to the outstanding notes under the indenture, except for any rights under the registration rights agreement that by their terms terminate or cease to have further effectiveness as a result of the making of this exchange offer. All untendered outstanding notes will continue to be subject to the restrictions on transfer described in the indenture. To the extent that outstanding notes are tendered and accepted in the exchange offer, the trading market for untendered outstanding notes could be adversely affected.

We may in the future seek to acquire, subject to the terms of the indenture, untendered outstanding notes in open market or privately negotiated transactions, through subsequent exchange offers or otherwise. We have no present plan to acquire any outstanding notes which are not tendered in the exchange offer.

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Resale of Exchange Notes

We are making the exchange offer in reliance on the position of the staff of the Commission as set forth in interpretive letters addressed to third parties in other transactions. However, we have not sought our own interpretive letter and we can provide no assurance that the staff would make a similar determination with respect to the exchange offer as it has in such interpretive letters to third parties. Based on these interpretations by the staff, we believe that the exchange notes issued pursuant to the exchange offer in exchange for outstanding notes may be offered for resale, resold and otherwise transferred by a holder, other than any holder who is a broker- dealer or an “affiliate” of ours within the meaning of Rule 405 of the Securities Act, without further compliance with the registration and prospectus delivery requirements of the Securities Act, provided that:

·	the exchange notes are acquired in the ordinary course of the holder’s business; and

·	the holder is not participating, and has no arrangement or understanding with any person to participate, in a distribution of the exchange notes.

However, any holder who:

·	is an “affiliate” of ours;

·	has an arrangement or understanding with respect to the distribution of the exchange notes to be acquired pursuant to the exchange offer; or

·	is a broker-dealer who purchased outstanding notes from us to resell pursuant to Rule 144A or any other available exemption under the Securities Act,

cannot rely on the applicable interpretations of the staff and must comply with the registration and prospectus delivery requirements of the Securities Act. A broker-dealer who holds outstanding notes that were acquired for its own account as a result of market-making or other trading activities may be deemed to be an “underwriter” within the

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meaning of the Securities Act and must, therefore, deliver a prospectus meeting the requirements of the Securities Act in connection with any resale of exchange notes. Each such broker-dealer that receives exchange notes for its own account in exchange for outstanding notes, where the broker-dealer acquired the outstanding notes as a result of market-making activities or other trading activities, must acknowledge, as provided in the letter of transmittal, that it will deliver a prospectus in connection with any resale of such exchange notes. For more detailed information, see “Plan of Distribution.”

Shelf Registration Statement

If:

(i) we are not required to file an exchange offer registration statement or to consummate the exchange offer because the exchange offer is not permitted by applicable law or Commission policy (after certain procedures have been complied with),

(ii) for any reason the exchange offer is not consummated within 270 days following the original issuance of the outstanding notes, or

(iii) with respect to any holder of outstanding notes that are subject to certain transfer restrictions as contemplated by the registration rights agreement

·	the holder notifies us that it is prohibited by applicable law or Commission policy from participating in the exchange offer,

·	the holder may not resell the exchange notes acquired by it in the exchange offer to the public without delivering a prospectus and this prospectus is not appropriate or available for such resales by that holder, or

·	the holder is a broker-dealer and holds outstanding notes acquired directly from us or one of our affiliates,

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then, upon such Holder’s request, we will:

·	cause to be filed a shelf registration statement as promptly as practicable providing for resales of all such transfer restricted securities the holders of which have provided certain information required pursuant to the registration rights agreement; and

·	use commercially reasonable efforts to cause shelf registration statement to be declared effective by the Commission within 450 days following the original issuance of the outstanding notes.

We will use commercially reasonable efforts to keep the shelf registration statement to the extent necessary to ensure that it is available for resales of outstanding notes by the holders of such transfer restricted securities, and to ensure that it conforms with the requirements of the registration rights agreement, the Securities Act and the policies, rules and regulations of the Commission as announced from time to time, for a period of at least two years following the effective date of the shelf registration statement (or shorter period that will terminate when all the outstanding notes covered by the shelf registration statement have been sold pursuant thereto; provided, that we may for a period of up to 90 days in any 12-month period determine that the shelf registration statement is not usable under certain circumstances relating to corporate developments, public filings with the Commission and similar events, and suspend the use of the prospectus that is part of the shelf registration statement.

Notwithstanding the foregoing, among other requirements, no holder of such transfer restricted securities may include any of their transfer restricted securities in any shelf registration statement unless and until that holder furnishes to us in writing, within 20 business days after receipt of a request therefor, such information as we may reasonably request for use in connection with the shelf registration statement or any prospectus or preliminary prospectus included therein.

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Additional Interest

If either of the following occurs (each being referred to as a “Registration Default”):

·	the exchange offer has not been consummated within 270 business days following the original issuance of the outstanding notes, or

any registration statement required by the registration rights agreement is filed and declared effective but ceases to be effective at any time after the 270th day following the original issuance of the outstanding notes with respect to an exchange offer registration statement or the 450th day following the original issuance of the outstanding notes with respect to a shelf registration statement, as the case may be.

then the interest rate borne by the applicable transfer restricted securities will increase by 0.25% per annum during the 90-day period immediately following the occurrence of any Registration Default and will increase by 0.25% per annum at the end of each subsequent 90-day period, but in no event will the aggregate of all such increases exceed 0.50% per annum. Following the cure of all Registration Defaults relating to any particular transfer restricted securities, the interest rate borne by the relevant transfer restricted securities will be reduced to the original interest rate borne thereby; provided, however, that, if after any such reduction in interest rate, a different Registration Default occurs, the interest rate borne by the relevant transfer restricted securities will again be increased pursuant to the foregoing provisions.

All of our obligations described above that are outstanding with respect to any transfer restricted security at the time such security ceases to be a transfer restricted security shall survive until such time as all such obligations with respect to such security shall have been satisfied in full.

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DESCRIPTION OF THE EXCHANGE NOTES

You can find the definitions of certain terms used in this description under the subheading “Certain Definitions.” In this description, the word “Company” refers only to Cenveo Corporation and not to the Parent Company or any subsidiaries of the Company.

The exchange notes offered hereby in exchange for the outstanding notes (which exchange notes collectively with the outstanding notes that are not exchanged in the exchange offer are referred to as the “notes”) will be issued under the indenture dated as of ~~February 5, 2010~~March 28, 2012 (the “Indenture”) among the Company, the Guarantors and ~~Wells Fargo~~U.S. Bank National Association, as trustee (the “Trustee”). The following is a summary of the material terms and provisions of the exchange notes. The terms of the exchange notes include those stated in the Indenture and those made part of the Indenture by reference to the Trust Indenture Act of 1939, as amended (the “Trust Indenture Act”). The exchange notes are subject to all such terms, and prospective investors in the exchange notes are referred to the Indenture and the Trust Indenture Act for a statement of such terms.

The terms of the exchange notes are identical in all material respects to the terms of the outstanding notes, except the exchange notes will not contain transfer restrictions, holders of exchange notes will no longer have any registration rights, and we will not be obligated to pay additional interest on the exchange notes as described in the Registration Rights Agreement.

This “Description of the Exchange Notes” is intended to be a useful overview of the material provisions of the exchange notes ~~the Indenture, the Security Documents~~ and the ~~Intercreditor Agreement.~~Indenture. Since this “Description of the Exchange Notes” is only a summary, you should refer to those documents for a complete description of our obligations and your rights. Copies of these documents have been filed with the SEC.

Brief Description of the Notes and the Guarantees

The Notes

The notes:

·	will be general senior unsecured obligations of the Company;

·	will be pari passu in right of payment to all existing and future senior unsecured and unsubordinated Indebtedness of the Company;

will be effectively junior to ~~the Company’s obligations that are either (i)~~all existing and future senior secured ~~by Liens on the Collateral senior or prior to the Second Priority Liens, including indebtedness under our Credit Facilities, or (ii) secured by assets that are not part~~Indebtedness of the ~~Collateral that is securing the notes, in each case~~Company to the extent of the ~~value of the collateral~~assets securing such ~~obligations;~~

·	will be effectively senior to the Company’s existing and future unsecured obligations to the extent of the value of the Collateral securing the notes, after giving effect to First Priority Liens on the Collateral and Permitted Collateral Liens;

·	~~will be senior in right of payment to all existing and future obligations of the Company that are expressly subordinated to the notes;~~

·	~~will be structurally junior to any obligations of any non-Guarantor Subsidiaries;~~Indebtedness; and

·	will be unconditionally guaranteed on a general senior ~~secured~~unsecured basis by each Guarantor.

The notes and the Obligations under the Indenture will be secured by second-priority security interests in the Collateral (subject as to priority and otherwise to certain exceptions and Permitted Collateral Liens). As a result, the notes and the Obligations under the Indenture will be effectively (a) junior to any Indebtedness of the Company and the Guarantors which either is (i) secured by the First Priority Liens or (ii) secured by assets which are not part of the Collateral securing the notes, in each case, to the extent of the value of such assets, and (b) equal in rank with any Permitted Additional Pari Passu Obligations. The Indebtedness under the Credit Facilities will be secured by a first-priority security interest in the Collateral. Accordingly, while the notes rank equally in right of payment with the Indebtedness under the Credit Facilities and all other liabilities not expressly subordinated by their terms to the

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~~notes, the notes are effectively subordinated to the Indebtedness outstanding under the Credit Facilities, to the extent of the value of the Collateral.~~

~~The~~ Guarantees

The notes will be unconditionally guaranteed on a general ~~secured~~unsecured basis, jointly and severally, by the Parent Company and substantially all of the current North American Subsidiaries of the Parent Company (other than the Company) (the ~~“Subsidiary Guarantors”~~“Subsidiary Guarantors”).

The notes will be guaranteed by each new ~~Restricted~~North American Subsidiary that provides a guarantee under any Credit Facilities.

The Guarantees of the notes:

·	• will be general senior unsecured obligations of each Guarantor;

will be effectively junior to each Guarantor’s obligations that are either (i) secured by Liens on the Collateral senior or prior to the Second Priority Liens, including indebtedness under our Credit Facilities, or (ii) secured by assets that are not part of the Collateral that is securing the notes, in each case to the extent of the value of the collateral securing such obligations;

• will be effectively junior to all existing and future senior secured Indebtedness of each Guarantor to the extent of the assets securing such Indebtedness; and

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·	will be effectively senior to each Guarantor’s existing and future unsecured obligations to the extent of the value of the Collateral securing the notes, after giving effect to First Priority Liens on the Collateral and Permitted Collateral Liens; and

• will be pari passu in right of payment to all existing and future senior unsecured and unsubordinated Indebtedness of each Guarantor.

·	~~will be senior in right of payment to all existing and future obligations of each Guarantor that are expressly subordinated to the notes.~~

As of ~~January 2, 2010,~~December 31, 2011, the Company and the Guarantors had total secured Indebtedness of approximately ~~$756.5~~$766.0 million, with ~~approximately $128.5~~an additional $126.9 million (net of any outstanding letters of credit) available under our Credit Facilities. ~~All of such Indebtedness is secured by Liens having priority to the Liens securing the notes.~~ The Indenture will permit the Company and the Guarantors to incur additional Indebtedness under certain circumstances.

As of the Issue Date, all of our Subsidiaries will be Restricted Subsidiaries. However, under the circumstances described below under the subheading “Certain Covenants—Designation of Restricted and Unrestricted Subsidiaries,” we will be permitted to designate certain of our subsidiaries as “Unrestricted Subsidiaries.” Unrestricted Subsidiaries will not be subject to many of the restrictive covenants in the Indenture.

Unrestricted Subsidiaries will not guarantee the notes.

~~Upon any release of a Guarantor from its Guarantee, such Guarantor will also be automatically and unconditionally released from its obligations under the Security Documents.~~

Principal, Maturity and Interest

We will issue the notes initially with a maximum aggregate principal amount of ~~$400.0~~$225.0 million in denominations of $2,000 and integral multiples of $1,000. The notes will mature on ~~February 1, 2018.~~

May 15, 2017. Subject to our compliance with the ~~covenants~~covenant described under the ~~captions~~caption “—Certain Covenants—Incurrence of ~~Indebtedness” and “—Certain Covenants—Liens”~~Indebtedness,” we may, without the consent of the Holders, issue more notes under the Indenture on the same terms and conditions as the notes being offered hereby in an unlimited principal amount (the ~~“additional notes”~~“additional notes”). Any such additional notes that are actually issued will be treated as issued and outstanding notes (and as the same class as the initial notes) for all purposes of the Indenture and this “Description of the Exchange Notes” unless the context indicates otherwise.

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Interest on the notes will accrue at the rate of ~~8⅞%~~11.50% per annum and will be payable semiannually in arrears on ~~each February 1~~May 15 and ~~August 1,~~November 15 commencing on ~~August 1, 2010.~~May 15, 2012. We will make each interest payment to the Holders of record of the notes ~~on the~~ immediately preceding ~~January 15~~May 1 and ~~July 15.~~November 1.

Interest on the notes will accrue from the date of original issuance or, if interest has already been paid, from the date it was most recently paid. Interest will be computed on the basis of a 360-day year comprised of twelve 30-day months.

Additional interest may accrue on the notes in certain circumstances pursuant to the Registration Rights Agreement.

Note Guarantees; Restrictions on Parent Company and Subsidiary Guarantors

The Guarantors, which will include the Parent Company and the Subsidiary Guarantors, will jointly and severally guarantee our obligations under the notes. The notes will be guaranteed in the future by each new North American Subsidiary that provides a guarantee under any Credit Facilities. Each Note Guarantee will be pari passu with all senior unsecured obligations of that Guarantor and to the Guarantees of that Guarantor of our future senior unsecured obligations.

The obligations of each ~~Subsidiary~~ Guarantor under its Note Guarantee will be limited as necessary to prevent that Note Guarantee from constituting a fraudulent conveyance under applicable law. This provision may not be effective to protect the Note Guarantees from being voided under fraudulent transfer law, or may eliminate the Guarantors’ obligations or reduce such obligations to an amount that effectively makes the Note ~~Guarantee~~Guarantees worthless. In a ~~recent~~ Florida bankruptcy case, a similar provision was found to be ineffective to protect the guarantees.

Except in a transaction as a result of which a Subsidiary Guarantor would be released from its Note Guarantee as provided in the Indenture and described below, no Guarantor may sell or otherwise dispose of all or substantially all of its assets, ~~to,~~ or consolidate with or merge with or into (whether or not such Guarantor is the surviving Person), another Person (other than the Company or a Subsidiary Guarantor) unless:

(1) either: (a) such Guarantor is the surviving corporation; or (b) the Person formed by or surviving any such consolidation or merger (if other than such Guarantor) or to which such sale, assignment, transfer, conveyance or other disposition shall have been made is a corporation organized or existing under the laws of the United States, any state

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thereof or the District of Columbia or the jurisdiction in which such Guarantor is organized and under the laws of which it is existing;

(2) the Person formed by or surviving any such consolidation or merger (if other than such Guarantor), or the Person to which such sale, assignment, transfer, conveyance or other disposition shall have been made assumes all the obligations of such Guarantor under the Note Guarantees and the Indenture, as applicable, pursuant to agreements reasonably satisfactory to the Trustee; and

(3) immediately after such transaction no Default or Event of Default exists.

The Note Guarantee of a Subsidiary Guarantor will be released:

(1) in connection with any sale or other disposition of all or substantially all of the assets of that Subsidiary Guarantor (including by way of merger or consolidation), if the Company applies the Net Proceeds of that sale or other disposition in accordance with the applicable provisions of the Indenture; or

(2) in connection with any sale of all of the capital stock of a Subsidiary Guarantor, if the Company applies the Net Proceeds of that sale in accordance with the applicable provisions of the Indenture.

See “—Repurchase at the Option of Holders—Asset Sales.”

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~~Security~~

~~General~~

The notes and the Company’s Obligations under the Indenture will be secured by Second Priority Liens granted by the Company, the existing Domestic Guarantors and any future Domestic Guarantor on substantially all of the assets of Company and the Domestic Guarantors (whether now owned or hereafter arising or acquired), subject to certain exceptions, Permitted Collateral Liens and encumbrances described in the Indenture and the Security Documents.

In the security and pledge agreement, the Parent Company will pledge the stock of the Company and the Company and the Domestic Guarantors other than the Parent Company, subject to certain exceptions, will grant security interests in (collectively, excluding the Excluded Property, the “Collateral”):

(a) all present and future shares of Capital Stock of (or other ownership or profit interests in) each of the Company’s present and future direct and indirect subsidiaries held by the Company or a Domestic Guarantor;

~~(b) all present and future intercompany debt owed to the Company or any Domestic Guarantor;~~

(c) all of the present and future property and assets, real and personal, of the Company and each Domestic Guarantor, including, but not limited to, machinery and equipment, inventory and other goods, accounts receivable, owned real estate, leaseholds, fixtures, bank accounts, general intangibles, financial assets, investment property, license rights, patents, trademarks, trade names, copyrights, other intellectual property, chattel paper, insurance proceeds, contract rights, hedge agreements, documents, instruments, indemnification rights, tax refunds and cash; and

~~(d) all proceeds and products of the property and assets described in clauses (a), (b) and (c) above.~~

~~The Indenture and the Security Documents will exclude certain property from the Collateral (the “Excluded Property”), including:~~

~~(a) more than 65% of the aggregate issued and outstanding voting Capital Stock of any Foreign Subsidiary owned directly by the Company or a Domestic Guarantor,~~

~~(b) Capital Stock of any Foreign Subsidiary that is organized as an “unlimited liability company” in the Province of Nova Scotia,~~

(c) any Capital Stock of any Subsidiary of the Company to the extent necessary for such Subsidiary not to be subject to any requirement pursuant to Rule 3-16 or Rule 3-10 of Regulation S-X under the Exchange Act, due to the fact that such Subsidiary’s Capital Stock secures the notes or note Guarantees, to file separate financial statements with the Securities and Exchange Commission (or any other governmental agency),

(d) any general intangible, chattel paper, instrument or account which by its terms prohibits the creation of a security interest therein (whether by assignment or otherwise), except to the extent that Section 9-406(d), 9-407(a) or 9-408(a) of the UCC is effective to render any such prohibition ineffective,

~~(e) any permit, lease, license or franchise to the extent any law applicable thereto prohibits the creation of a security interest therein, and~~

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(f) any equipment (including any software incorporated therein) owned by the Company or any Domestic Guarantor on the Issue Date or thereafter acquired that is subject to a lien securing a purchase money obligation or Capital Lease Obligation permitted to be incurred pursuant to the provisions of the Indenture to the extent that the contract or other agreement in which such lien is granted (or the documentation providing for such purchase money obligation or Capital Lease Obligation) validly prohibits the creation of any other lien on such Collateral.

The Company will be required to perfect on the Issue Date the security interests in the Collateral to the extent they can be perfected by the filing of UCC-1 financing statements or the delivery of certificates representing Capital Stock or notes representing intercompany debt. To the extent any such security interest cannot be perfected by such filing or delivery, the Company will be required to use commercially reasonable efforts to have all security interests that are required by the Security Documents to be in place perfected as soon as practicable following the Issue Date, but in any event no later than 120 days after the Issue Date. If the Company or any Domestic Guarantor were to become subject to a bankruptcy proceeding, any Liens recorded or perfected after the Issue Date would face a greater risk of being invalidated than if they had been recorded or perfected on the Issue Date.

Subject to the foregoing, if property that is intended to be Collateral is acquired by the Company or a Domestic Guarantor (including property of a Person that becomes a new Domestic Guarantor) that is not automatically subject to a perfected security interest under the Security Documents, then the Company or such Domestic Guarantor will provide a Second Priority Lien over such property (or, in the case of a new Domestic Guarantor, such of its property) in favor of the Collateral Agent and deliver certain certificates and opinions in respect thereof, all as and to the extent required by the Indenture or the Security Documents.

As set out in more detail below, upon an enforcement event or Insolvency or Liquidation Proceeding, proceeds from the Collateral will be applied first to satisfy First Lien Obligations and then ratably to satisfy obligations under the notes and any Permitted Additional Pari Passu Obligations. In addition, the Indenture will permit the Company and the Guarantors to create additional Liens under specified circumstances. See the definition of “Permitted Collateral Liens.”

The Collateral will be pledged to (1) the administrative agent under the Credit Facilities (together with any successor, the “First Lien Agent”), on a first-priority basis, for the benefit of the First Lien Secured Parties to secure the First Lien Obligations and (2) the Collateral Agent, on a second-priority basis, for the benefit of the Trustee and the Holders of the notes and the holders of any Permitted Additional Pari Passu Obligations to secure the Second Lien Obligations. The Second Lien Obligations will constitute claims separate and apart from (and of a different class from) the First Lien Obligations. The Second Priority Liens will be junior and subordinate to the First Priority Liens.

~~Control over Collateral and Enforcement of Liens~~

The Security Documents provide that, prior to the Discharge of First Lien Obligations, the First Lien Agent will have the sole power to exercise remedies against the Collateral (subject to the right of the Collateral Agent and the holders of Second Lien Obligations to take limited protective measures with respect to the Second Priority Liens and to take certain actions that would be permitted to be taken by unsecured creditors) and to foreclose upon and dispose of the Collateral.

~~Proceeds realized by the First Lien Agent or the Collateral Agent from the Collateral (including proceeds of Collateral in an Insolvency or Liquidation Proceeding) will be applied:~~

·	~~first, to amounts owing to the holders of the First Lien Obligations until the Discharge of First Lien Obligations;~~

·	~~second~~, to amounts owing to the Collateral Agent in its capacity as such in accordance with the terms of the Security Documents and to amounts owing to the Trustee in its capacity as such in accordance with the terms of the Indenture;

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·	~~third, to amounts owing to any representative for Permitted Additional Pari Passu Obligations in its capacity as such in accordance with the terms of such Permitted Additional Pari Passu Obligations;~~

·	~~fourth, ratably to amounts owing to the holders of Second Lien Obligations in accordance with the terms of the Security Documents and the Indenture; and~~

·	~~fifth, to the Company and/or other Persons entitled thereto.~~

None of the Collateral has been appraised in connection with the offering of the notes. The fair market value of the Collateral is subject to fluctuations based on factors that include, among others, the condition of our industry, our ability to implement our business strategy, the ability to sell the Collateral in an orderly sale, general economic conditions, the availability of buyers and similar factors. The amount to be received upon a sale of the Collateral would be dependent on numerous factors, including but not limited to the actual fair market value of the Collateral at such time and the timing and the manner of the sale. By its nature, portions of the Collateral may be illiquid and may have no readily ascertainable market value. Likewise, there can be no assurance that the Collateral will be saleable, or, if saleable, that there will not be substantial delays in its liquidation. In the event of a foreclosure, liquidation, bankruptcy or similar proceeding, we cannot assure you that the proceeds from any sale or liquidation of the Collateral will be sufficient to pay our obligations under the notes. In addition, the fact that the First Lien Lenders will receive proceeds from enforcement of the Collateral before Holders of the notes, that other Persons may have first-priority Liens in respect of Collateral subject to Permitted Collateral Liens and that the Second Priority Lien held by the Collateral Agent will secure any Permitted Additional Pari Passu Obligations in addition to the Obligations under the notes and the Indenture could have a material adverse effect on the amount that Holders of the notes would receive upon a sale or other disposition of the Collateral. Accordingly, there can be no assurance that proceeds of any sale of the Collateral pursuant to the Indenture and the related Security Documents following an Event of Default would be sufficient to satisfy, or would not be substantially less than, amounts due under the notes. In addition, in the event of a bankruptcy, the ability of the Holders to realize upon any of the Collateral may be subject to certain bankruptcy law limitations as described below.

If the proceeds from a sale or other disposition of the Collateral were not sufficient to repay all amounts due on the notes, the Holders of the notes (to the extent not repaid from the proceeds of the sale of the Collateral) would have only an unsecured claim against the remaining assets of the Company and the Guarantors.

To the extent that Liens (including Permitted Liens), rights or easements granted to third parties encumber assets located on property owned by the Company or the Guarantors, including the Collateral, such third parties may exercise rights and remedies with respect to the property subject to such Liens that could adversely affect the value of the Collateral and the ability of the Collateral Agent, the Trustee or the Holders of the notes to realize or foreclose on Collateral.

~~Certain Bankruptcy Limitations~~

The right of the Collateral Agent to repossess and dispose of the Collateral upon the occurrence of an Event of Default would be significantly impaired by bankruptcy law in the event that a bankruptcy case were to be commenced by or against the Company or any Guarantor prior to the Collateral Agent’s having repossessed and disposed of the Collateral. Upon the commencement of a case for relief under Title 11 of the United States Code, as amended (the “Bankruptcy Code”), a secured creditor such as the Collateral Agent is prohibited from repossessing its security from a debtor in a bankruptcy case, or from disposing of security without bankruptcy court approval.

In view of the broad equitable powers of a U.S. bankruptcy court, it is impossible to predict how long payments under the notes could be delayed following commencement of a bankruptcy case, whether or when the Collateral Agent could repossess or dispose of the Collateral, the value of the Collateral at any time during a bankruptcy case or whether or to what extent Holders of the notes would be compensated for any delay in payment or loss of value of the Collateral. The Bankruptcy Code permits only the payment and/or accrual of post-petition interest, costs and attorneys’ fees to a secured creditor during a debtor’s bankruptcy case to the extent the value of such creditor’s interest in the collateral is determined by the bankruptcy court to exceed the aggregate outstanding principal amount of the obligations secured by the collateral.

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Furthermore, in the event a bankruptcy court determines that the value of the Collateral is not sufficient to repay all amounts due on the notes, the Holders of the notes would hold secured claims only to the extent of the value of the Collateral to which the Holders of the notes are entitled, and unsecured claims with respect to such shortfall.

~~Release of Liens~~

The Security Documents and the Indenture provide that the Second Priority Liens securing the Note Guarantee of any Guarantor will be automatically released when such Guarantor’s Note Guarantee is released in accordance with the terms of the Indenture. In addition, the Second Priority Liens securing the Obligations under the notes and the Indenture will be released (a) in whole, upon a legal defeasance or a covenant defeasance of the notes as set forth below under “—Legal Defeasance and Covenant Defeasance,” (b) in whole, upon satisfaction and discharge of the Indenture, (c), in whole, upon payment in full of principal, interest and all other Obligations on the notes issued under the Indenture, (d) in whole or in part, with the consent of the requisite Holders of the notes in accordance with the provisions under “—Amendment, Supplement and Waiver,” including, without limitation, consents obtained in connection with a tender offer or exchange offer for, or purchase of, notes, and (e) in part, as to any asset constituting Collateral (A) that is sold or otherwise disposed of by the Company or any of the Guarantors in a transaction permitted by “—Certain Covenants—Limitation on Asset Sales” and by the Security Documents (to the extent of the interest sold or disposed of) or otherwise permitted by the Indenture and the Security Documents, if all other Liens on that asset securing the First Lien Obligations and any Permitted Additional Pari Passu Obligations then secured by that asset are released; (B) that is cash withdrawn from deposit accounts for any purpose not prohibited under the Indenture or the Security Documents; (C) that is Capital Stock of a Subsidiary of the Company to the extent necessary for such Subsidiary not to be subject to any requirement pursuant to Rule 3-16 or Rule 3-10 of Regulation S-X under the Securities Act, due to the fact that such Subsidiary’s Capital Stock secure the notes or Guarantees, to file separate financial statements with the Securities and Exchange Commission (or any other governmental agency); (D) that is used to make a Restricted Payment or Permitted Investment permitted by the Indenture; (E) that becomes Excluded Property; or (F) that is otherwise released in accordance with, and as expressly provided for in accordance with, the Indenture and the Security Documents.

To the extent applicable, the Company will comply with Section 313(b) of the TIA, relating to reports, and Section 314(d) of the TIA, relating to the release of property and to the substitution therefor of any property to be pledged as Collateral for the notes. Any certificate or opinion required by Section 314(d) of the TIA may be made by an officer of the Company except in cases where Section 314(d) requires that such certificate or opinion be made by an independent engineer, appraiser or other expert, who shall be reasonably satisfactory to the Trustee. In every instance that the Trustee or the Collateral Agent is asked to acknowledge a release, the Company shall deliver an Officers’ Certificate stating that all conditions to the release in the Indenture and the Security Documents have been satisfied.

~~Intercreditor Agreement~~

The Company, the Domestic Guarantors, the Collateral Agent and the First Lien Agent will enter into the Intercreditor Agreement, which will establish the second-priority status of the Second Priority Liens relative to the First Priority Liens. In addition to the provisions described above with respect to control of remedies, release of Collateral and amendments to the Security Documents, the Intercreditor Agreement also imposes certain other restrictions and agreements, including the restrictions and agreements described below.

Pursuant to the Intercreditor Agreement, the Collateral Agent, the Trustee, the Holders of the notes and the holders of any Permitted Additional Pari Passu Obligations agree that the First Lien Agent and the other First Lien Secured Parties have no fiduciary duties to them in respect of the maintenance or preservation of the Collateral. The First Lien Agent will agree in the Intercreditor Agreement to hold, until the Discharge of First Lien Obligations, certain possessory collateral also for the benefit of the Trustee, the Collateral Agent and the holders of the Second Lien Obligations. In addition, the Collateral Agent, the Trustee and the Holders of the notes and the holders of any Permitted Additional Pari Passu Obligations waive any claim against the First Lien Agent and the First Lien Lenders in connection with any actions they may take under the Credit Agreement or with respect to the

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~~Collateral. They further waive any right to assert, or request the benefit of, any marshalling or similar rights that may otherwise be available to them.~~

The Intercreditor Agreement will provide for the right of the Collateral Agent and the holders of Second Lien Obligations to exercise rights and remedies as unsecured creditors against the Company or any Grantor, subject to certain terms, conditions, waivers and limitations as more fully set forth in the Intercreditor Agreement.

Pursuant to the Intercreditor Agreement, the Collateral Agent and the Trustee, for itself and on behalf of the Holders of the notes and the holders of any Permitted Additional Pari Passu Obligations, irrevocably constitute and appoint the First Lien Agent and any officer or agent of the First Lien Agent, with full power of substitution, as their true and lawful attorney-in-fact with full irrevocable power and authority in the place of the Trustee, Collateral Agent, Holders of the notes, holders of any Permitted Additional Pari Passu Obligations or in the First Lien Agent’s own name, from time to time in the First Lien Agent’s discretion, for the purpose of carrying out the terms of certain sections of the Intercreditor Agreement (including those relating to the release of the Second Priority Liens as permitted thereby, including releases upon sales due to enforcement of remedies or otherwise provided for in the Intercreditor Agreement), to take any and all appropriate action and to execute any and all releases, documents and instruments which may be necessary or desirable to accomplish the purposes of such section of the Intercreditor Agreement, including any financing statements, mortgage releases, intellectual property releases, endorsements or other instruments of transfer or release of such liens.

Notwithstanding the time, manner, order or method of grant, creation, attachment or perfection of any First Priority Liens or Second Priority Liens, the First Priority Liens will rank senior to any Second Priority Liens on the Collateral. The Collateral for the First Priority Liens, the Second Priority Liens and the Permitted Additional Pari Passu Obligations will at all times be the same, ~~provided~~ ~~that the Excluded Property identified in clause (c) of the definition of “Excluded Property” may secure the First Lien Obligations.~~

The Trustee, the Collateral Agent, the Holders and the holders of any Permitted Additional Pari Passu Obligations agree that if they receive payments at any time from the Collateral in contravention of the Intercreditor Agreement, they will promptly turn such payments over to First Lien Obligation holders (through the First Lien Agent).

In addition, if the Company or any other Grantor is subject to any Insolvency or Liquidation Proceeding, the Trustee, the Collateral Agent, the Holders and the holders of any Permitted Additional Pari Passu Obligations agree that:

·	they will not object to or otherwise contest (and, as necessary, will consent to) the Company’s or such other Grantor’s use of cash collateral if the First Lien Obligation holders consent to such usage;

they shall not seek or require the Company or any other Grantor to provide any adequate protection, or accept any such adequate protection, for Second Lien Obligations except that if, in connection with the use of Collateral constituting cash collateral by the Company and the other Grantors or debtor-in-possession (“DIP”) financing provided to the Company and the other Grantors, the First Lien Obligation holders are granted adequate protection in the form of additional collateral, then the Trustee may seek or request adequate protection in the form of a replacement or additional Lien on such additional collateral and the First Lien Obligation holders will not object to or otherwise contest (and, as necessary, will consent to) such adequate protection, so long as all such replacement or additional Liens are fully junior and subordinate both to the Liens securing the First Lien Obligations (and are subject to the terms of the Intercreditor Agreement) and to the Liens securing the DIP financing;

·	if the First Lien Obligation holders consent to a DIP financing, the Trustee and the holders of the Second Lien Obligations will be deemed to have consented to, and will not object to, such DIP financing and to the priming of their Liens in connection therewith in the event that the Liens in favor

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~~of the First Lien Obligation holders are primed in connection with such DIP financing (provided~~ that the aggregate principal amount of the DIP financing, plus the aggregate principal amount of First Lien Obligations, does not exceed the sum of (i) the amount permitted under clause (1) of the definition of “Permitted Debt” plus (ii) $25.0 million);

prior to the Discharge of First Lien Obligations, without the prior written consent of the First Lien Agent and the required First Lien Lenders, they will not seek relief from the automatic stay or any other stay in any Insolvency or Liquidation Proceeding; ~~provided~~ that the Trustee may seek or request adequate protection (i) in the form of a replacement or additional Lien and the First Lien Obligation holders will not object to or otherwise contest (and, as necessary, will consent to) such adequate protection, so long as all such replacement or additional Liens are fully junior and subordinate to the Liens securing the First Lien Obligations (and are subject to the terms of the Intercreditor Agreement) or (ii) if a motion for adequate protection by the First Lien Agent or any holder of First Lien Obligations has been denied by the bankruptcy court;

they will not oppose any sale or other disposition of the Collateral consented to by the First Lien Obligation holders and shall be deemed to have consented to and released the Liens securing the Second Lien Obligations (~~provided~~ that (x) the Liens securing the First Lien Obligations are simultaneously being released and (y) the net proceeds of such sale or other disposition of the Collateral are being used to repay First Lien Obligations);

none of the Trustee, the Collateral Agent or any holder of any Second Lien Obligations may support any plan of reorganization in any Insolvency or Liquidation Proceeding unless such plan (i) pays off in cash in full the First Lien Obligations or (ii) is otherwise accepted by the class of holders of the First Lien Obligations voting thereon;

until the Discharge of First Lien Obligations, neither the Trustee nor the Collateral Agent, on behalf of itself and the Holders of the notes or the holders of any Permitted Additional Pari Passu Obligations, will assert or support any claim under Section 506(c) of the Bankruptcy Code senior to or on a parity with the Liens securing the First Lien Obligations for costs and expenses of preserving or disposing of any Collateral (~~provided~~ that this clause will not preclude the Trustee, the Collateral Agent, the Holders of the notes or the holders of any Permitted Additional Pari Passu Obligations from supporting a plan of reorganization permitted by the preceding bullet point); and

·	~~the Trustee, the Collateral Agent and the holders of Second Lien Obligations acknowledge that holders of First Lien Obligations may have rights under Section 1111(b)(2) of the Bankruptcy Code.~~

~~No Impairment of the Security Interests~~

Neither the Company nor any of the Guarantors will be permitted to take any action, or knowingly or negligently omit to take any action, which action or omission might or would have the result of materially impairing the security interest with respect to the Collateral for the benefit of the Trustee, the Collateral Agent and the Holders of the notes.

~~Further Assurances~~

Subject to the limitations described above under “—General,” the Security Documents and the Indenture will provide that the Company and the Guarantors shall, at their expense, duly execute and deliver, or cause to be duly executed and delivered, such further agreements, documents and instruments, and do or cause to be done such further acts, as may be necessary or proper to evidence, perfect, maintain and enforce the Second Priority Lien on the Collateral granted to the Collateral Agent and the priority thereof, and to otherwise effectuate the provisions or purposes of the Indenture and the Security Documents.

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Optional Redemption

The notes may be redeemed, in whole or in part, at any time prior to ~~February 1, 2014,~~May 15, 2015, at the option of the Company upon not less than 30 nor more than 60 days’ prior notice mailed by first-class mail to each Holder’s registered address, at a redemption price equal to 100% of the principal amount of the notes redeemed plus the Applicable Premium as of, and accrued and unpaid interest, if any, to but not including, the applicable redemption date (subject to the right of ~~holders~~Holders of record on the relevant record date to receive interest due on the relevant interest payment date).

After ~~February 1, 2014,~~May 15, 2015, the Company may redeem all or a part of the notes (which includes additional notes, if any) upon not less than 30 nor more than 60 days’ notice, at the redemption prices (expressed as percentages of principal amount) set forth below plus accrued and unpaid interest thereon, if any, to the applicable redemption date, if redeemed during the twelve-month period beginning on ~~February 1~~May 15 of the years indicated below:

Year	Percentage
2014	104.438
Period		Redemption Price
2015	102.219	105.750%
2016 and thereafter	100.000	100.000%

·	~~grant liens on our assets;~~

enter into transactions with our affiliates.

·	~~merge or consolidate or transfer certain of our assets; and~~

·	~~enter into transactions with our affiliates.~~

The ~~10½~~8⅞% Indenture also contains certain customary affirmative covenants.

Events of Default

The ~~10½~~8⅞% Indenture contains events of default, including, without limitation (subject to customary cure periods and materiality thresholds):

·	~~non-payment;~~

non-payment;

·	~~failure to observe certain terms, covenants or agreements;~~

failure to observe certain terms, covenants or agreements;

·	~~certain cross-defaults and cross-accelerations to other debts;~~

certain cross-defaults and cross-accelerations to other debts;

·	~~failure to pay material judgments; and~~

failure to pay material judgments; and

·	~~events of insolvency, bankruptcy or similar events.~~

events of insolvency, bankruptcy or similar events.

7⅞7⅞% Senior Subordinated Notes due 2013

The Company issued $320 million of its 7⅞% Notes pursuant to an indenture (the “7⅞% Indenture”). The interest on the 7⅞% Notes is payable semi-annually on each June 1st and December 1st. The Company may redeem the 7⅞% Notes, in whole or in part, at redemption prices ranging from 100% to 103.938%, plus accrued and unpaid interest. As noted under “Summary--Recent Developments,” in March 2012 we purchased, pursuant to a cash tender offer and consent solicitation and otherwise, 7⅞% Notes in the aggregate principal amount of ~~January 2, 2010,~~$121.7 million. As of the date hereof, there ~~was $296.3~~remain outstanding $149.5 million aggregate principal amount of ~~the 7⅞% Notes outstanding.~~such notes.

Guarantee and Security

~~We expect all~~All obligations under the 7⅞% Notes ~~will be~~are unconditionally guaranteed by Cenveo, Inc. and by substantially all of our current and certain of our future North American subsidiaries. The 7⅞% Notes are unsecured and are subordinated to all our existing and future senior indebtedness.

Certain Covenants

The 7⅞% Indenture contains a number of covenants that, among other things, restrict, subject to certain exceptions, our ability and the ability of our subsidiaries, to:

consummate an asset sale;

·	~~consummate an asset sale;~~

·	~~make restricted payments;~~

make restricted payments;

·	~~make investments;~~

make investments;

·	~~incur additional indebtedness;~~

incur additional indebtedness;

·	~~designate indebtedness as subordinate or junior to any senior debt and senior to the 7⅞% Notes;~~

designate indebtedness as subordinate or junior to any senior debt and senior to the 7⅞% Notes;

create liens on assets;

enter into agreements that restrict dividends from subsidiaries;

engage in certain transactions with affiliates;

guarantee other indebtedness;

engage in certain businesses other than permitted businesses;

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·	~~create liens on assets;~~

pay for consents; and

·	~~enter into agreements that restrict dividends from subsidiaries;~~

engage in mergers or consolidations.

·	~~engage in certain transactions with affiliates;~~

·	~~guarantee other indebtedness;~~

·	~~engage in certain businesses other than permitted businesses;~~

·	~~pay for consents; and~~

·	~~engage in mergers or consolidations.~~

The 7⅞% Indenture also contains certain customary affirmative covenants.

Events of Default

The 7⅞% Indenture contains events of default, including, without limitation (subject to customary cure periods and materiality thresholds):

·	non-payment;

·	~~failure to observe certain terms, covenants or agreements;~~

·	~~certain cross-defaults and cross-accelerations to other debts;~~

·	~~failure to pay material judgments; and~~

·	~~events of insolvency, bankruptcy or similar events.~~

8⅜failure to observe certain terms, covenants or agreements;

certain cross-defaults and cross-accelerations to other debts;

failure to pay material judgments; and

events of insolvency, bankruptcy or similar events.

8⅜% Senior Subordinated Notes due 2014

The Company (as successor to Cadmus) issued ~~$125.0 million~~$125,000,000 of its 8⅜% Notes pursuant to an indenture (the “8⅜% Indenture”). Interest on the 8⅜% Notes is payable semi-annually on each June 15th and December 15th. The 8⅜% Indenture provides that the Company may redeem these notes, in whole or in part, at redemption prices ranging from 100% to 104.188%, plus accrued and unpaid interest. As ~~of January 2, 2010, there was $32.2 million~~noted under “Summary--Recent Developments,” in March 2012 we purchased, pursuant to a cash tender offer and consent solicitation, 8⅜% Notes in the aggregate principal amount of $23.2 million. In connection with the cash tender offer and consent solicitation, the 8⅜% ~~Notes outstanding.~~Indenture was amended to eliminate substantially all of the restrictive covenants as well as certain events of default and related provisions. As of the date hereof, there remain outstanding a de minimis aggregate principal amount of such notes.

Guarantee and Security

~~We expect all~~All obligations under the 8⅜% Indenture ~~will be~~are unconditionally guaranteed by Cenveo, Inc. and by substantially all of our current and certain of our future North American subsidiaries. The 8⅜% Notes are unsecured and are subordinated to all our existing and future senior indebtedness.

Certain Covenants

The 8⅜% Indenture, as amended, contains a ~~number of covenants~~covenant that ~~among other things, restrict,~~restricts, subject to certain exceptions, our ability and the ability of our subsidiaries ~~to:~~to consummate an asset sale, and also contains a customary affirmative covenant for payment of notes.

Events of Default

The 8⅜% Indenture, as amended, contains events of default, including, without limitation (subject to customary cure periods and materiality thresholds):

non-payment;

·	~~consummate an asset sale;~~

failure to observe certain terms, covenants or agreements; and

·	~~make restricted payments;~~

events of insolvency, bankruptcy or similar events.

Senior Exchangeable Notes due 2017

On March 28, 2012, we sold $86.25 million aggregate principal amount of senior exchangeable notes due May 15, 2017 (the “Exchangeable Notes”) by means of an offering memorandum, which Exchangeable Notes were issued pursuant to an indenture (the “Exchangeable Notes Indenture”). The Company will pay interest on the Exchangeable Notes

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·	~~make investments;~~

at a rate of 7.00%, payable in cash semi-annually in arrears on May 15 and November 15 of each year beginning November 15, 2012. Holders may exchange their notes for shares of common stock of Parent Company at their option at any time prior to the close of business on the business day immediately preceding the stated maturity date. The Company may not redeem the Exchangeable Notes at the Company’s option. Each holder of the Exchangeable Notes has the right to require the Company to repurchase all or any part of that holder’s notes at a repurchase price of 100% of the aggregate principal amount thereof, plus accrued and unpaid interest, if any, upon the occurrence of certain events specified in the Exchangeable Notes Indenture that constitute a fundamental change.

·	~~incur additional indebtedness;~~

Guarantee and Security

·	~~incur any indebtedness that is subordinate or junior to any senior debt and senior to the 8⅜% Notes;~~

The Exchangeable Notes are fully and unconditionally guaranteed on a senior basis by Parent Company and substantially all of our North American subsidiaries. The Exchangeable Notes and the guarantees are our and the guarantors’ unsecured senior obligations and are pari passu to all of our and the guarantors’ existing and future senior indebtedness.

·	~~create liens on assets;~~

·	~~enter into agreements that restrict dividends, loans or advances, and asset transfers from subsidiaries;~~

·	~~engage in certain transactions with affiliates;~~

·	~~guarantee other indebtedness;~~

·	~~engage in certain businesses other than permitted businesses;~~

·	~~pay for consents; and~~

·	~~engage in mergers or consolidations.~~

Covenants

The ~~8⅜%~~Exchangeable Notes Indenture ~~also~~governing the Exchangeable Notes does not contain any financial covenants restricting our ability to repurchase our securities other than the Exchangeable Notes in accordance with their terms, pay dividends or contain any covenants or other provisions to afford holders protection in the event of a transaction that substantially increases the level of our indebtedness. Furthermore, the Exchangeable Notes Indenture contains ~~certain customary affirmative covenants.~~only limited protections in the event of a fundamental change.

Events of Default

The ~~8⅜%~~Exchangeable Notes Indenture contains events of default, including, without limitation (subject to customary cure periods and materiality thresholds):

·	~~non-payment;~~

non-payment;

·	~~failure to observe certain terms, covenants or agreements;~~

failure to observe certain terms, covenants or agreements;

·	~~certain cross-defaults and cross-accelerations to other debts;~~

certain cross-defaults and cross-accelerations to other debts;

·	~~failure to pay material judgments; and~~

failure to pay material judgments; and

·	~~events of insolvency, bankruptcy or similar events.~~

events of insolvency, bankruptcy or similar events.

Other Debt

Other debt of approximately ~~$29.1~~$15.3 million at ~~January 2, 2010,~~December 31, 2011 consists primarily of equipment loans.

~~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 January 2, 2010 the Company had $500.0 million of such interest rate swaps.

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CERTAIN UNITED STATES FEDERAL TAX CONSEQUENCES

The following describes certain United States federal income and, in the case of Non-U.S. Holders (as defined below), certain estate tax consequences of the exchange of the outstanding notes for exchange notes and the ownership and disposition of the exchange notes byto holders ~~of outstanding notes pursuant to this exchange offer~~ that hold the ~~exchange~~ notes as capital assets within the meaning of Section 1221 of the Internal Revenue Code of 1986, as amended to the date hereof (the “Code”). This summary does not address holders who held our previously existing debt instruments and purchased the outstanding notes in connection with a repurchase of such existing debt instruments.

This description is based on the Code, administrative pronouncements, judicial decisions and existing and proposed Treasury Regulations, and interpretations of the foregoing, all as of the date hereof, changes to any of which subsequent to the date of this prospectus (including possible retroactive changes) may affect the tax consequences described herein. The description does not discuss all of the tax consequences that may be relevant to holders in light of their particular circumstances or to holders subject to special rules, such as certain financial institutions, insurance companies, dealers in securities or foreign currencies, tax-exempt entities, partnerships or other pass-through entities (or investors in such entities), United States Holders (as defined below) whose functional currency (as defined in Code Section 985) is not the U.S. dollar, persons holding notes in connection with hedging transactions, “straddles,” conversion transactions or other integrated transactions, traders in securities that elect to mark to market, holders liable for alternative minimum tax or ~~persons who have ceased to be~~U.S. expatriates. Prospective purchasers, including partnerships and their partners, should consult their tax advisers concerning the application of United States ~~citizens~~federal income, estate and gift tax laws, as well as the laws of any state, local or foreign taxing jurisdictions, to ~~be taxed as resident aliens.~~their particular situations.

We have not and will not seek any rulings from the Internal Revenue Service regarding the matters discussed below. There can be no assurance that the Internal Revenue Service will not take positions concerning the tax consequences of the exchange and ownership and disposition of the exchange notes that are different from those discussed below.

As used in this section, a “United States Holder” means a beneficial owner of notes that is ~~a United States person~~ for United States federal income tax ~~purposes, other than a partnership. “United States person” means:~~purposes:

~~any~~i.

an individual who is a citizen or resident of the United States,

~~any~~ii.

a corporation created or organized in or under the laws of the United States, any State thereof or the District of Columbia,

~~any~~iii.

an estate the income of which is subject to United States federal income taxation regardless of its source, or

~~any~~iv.

a trust if (i) a court within the United States is able to exercise primary supervision over the administration of the trust and one or more United States persons have the authority to control all substantial decisions of the ~~trust.~~trust or (ii) it was in existence on August 20, 1996 and treated as a United States person and has elected to continue to be treated as a United States person.

Notwithstanding the preceding sentence, certain trusts in existence on August 20, 1996 and treated as United States persons prior to such date may elect to continue to be treated as United States persons. As used in this section, the term “Non-U.S. Holder” means a beneficial owner of notes that is, for United States federal income tax purposes, not a United States Holder and not a partnership.

If a partnership or other entity treated for United States federal income tax purposes as a partnership holds the outstanding notes or exchange notes, the tax treatment of a partner thereof generally will depend on the United States federal income status of the partner and the activities of the partnership. Each partner of a partnership holding outstanding notes or exchange notes should consult its independent tax advisor as to the tax consequences of the partnership owning and disposing of the outstanding notes and exchange notes.

PROSPECTIVE PURCHASERS, INCLUDING PARTNERSHIPS AND THEIR PARTNERS, SHOULD CONSULT THEIR TAX ADVISERS CONCERNING THE APPLICATION OF UNITED STATES FEDERAL INCOME, ESTATE AND GIFT TAX LAWS, AS WELL AS THE LAWS OF ANY STATE, LOCAL OR FOREIGN TAXING JURISDICTIONS, TO THEIR PARTICULAR SITUATIONS.

In certain circumstances ~~(see~~(for example, see “Description of the Exchange Notes—Repurchase at the Option of Holders—Change of Control”), we may be obligated to pay amounts in excess of stated interest or principal on the ~~outstanding notes and~~ exchange notes. Our obligation to pay such excess amounts may implicate the provisions of the Treasury regulations relating to “contingent payment debt instruments.” Under these regulations, however, one or more contingencies will not cause a debt instrument to be treated as a contingent payment debt instrument if, as of the issue date, each such contingency is considered to be remote or incidental. We believe that the potential for payment of additional interest due to the exchange notes not being freely tradable or premium upon redemption of the exchange notes due to a change of

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control ~~or certain asset sales~~ is remote or incidental. Our determination that these contingencies are remote or incidental is binding on a holder unless such holder discloses its contrary position in the manner required by applicable Treasury Regulations. However, the Internal

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Revenue Service may take a different position, which could require a United States Holder to accrue income on its exchange notes in excess of stated interest (plus accrued OID), and to treat as ordinary income rather than capital gain any income realized on the taxable disposition of a note. In the event such a contingency occurs, it would affect the amount and timing of the income recognized by a holder. The remainder of this disclosure assumes that the exchange notes will not be considered contingent payment debt instruments. Holders are urged to consult their own tax advisors regarding the potential application of the contingent payment debt regulations to the exchange notes and the consequences thereof.

Exchange Offer

The exchange of an outstanding note for an exchange note will not constitute a taxable exchange for U.S. federal income tax purposes. Consequently, a holder will not recognize any gain or loss upon the receipt of an exchange note. A holder’s holding period for an exchange note will include the holding period for the outstanding note and a holder’s initial basis in an exchange note will be the same as the holder’s adjusted basis in the outstanding note at the time of the exchange.

Tax Consequences to United States Holders

Payments of Stated Interest

Stated interest payable on the exchange notes will generally be taxable to a United States Holder as ordinary interest income at the time it accrues or is received in accordance with the United States Holder’s method of accounting for federal income tax purposes.

OID

The outstanding notes were, and the exchange notes will be, treated as issued with OID because the stated principal amount of the outstanding notes exceeded their issue price by more than a statutorily defined de minimis amount. The issue price of the outstanding notes is the first price at which a substantial amount of the outstanding notes were sold for cash, other than to bond houses, brokers or similar persons or organizations acting in the capacity of underwriters, placement agents or wholesalers. The amount of such OID is the excess of the stated principal amount of the outstanding notes over their issue price.

A United States Holder generally will be required to include the OID in income (as ordinary income) for U.S. federal income tax purposes as it accrues (regardless of the holder’s accounting method for U.S. federal income tax purposes), in accordance with a constant yield method based on a compounding of interest, before the receipt of cash payments attributable to this income. Under this method, a United States Holder of the exchange notes generally will be required to include in income increasingly greater amounts of OID in successive accrual periods.

The amount of OID required to be included in income by a United States Holder that is a secondary market purchaser of an outstanding note or an exchange note may be reduced if the United States Holder’s purchase price exceeds the “adjusted issue price” of the note. The adjusted issue price of a note on any given day will equal the sum of (i) the note’s original issue price and (ii) the amount of OID accrued on the note through such day.

Amortizable Bond Premium

A United States Holder who purchased an outstanding note or purchases an exchange note for an amount in excess of its principal amount will be considered to have purchased the outstanding note at a premium. A United States Holder may elect to amortize the premium over the remaining term of such ~~exchange~~ note onusing a constant yield method. The amount amortized in any year will be treated as a reduction of the United States Holder’s interest income from such ~~exchange~~ note. A United States Holder who elects to amortize the premium on ~~an outstanding~~a note must reduce its tax basis in the ~~outstanding~~ note ~~(which would reduce the tax basis in an exchange note exchanged therefor)~~ by the amount of the premium amortized in any year. An election to amortize bond premium applies to all taxable debt obligations then owned and thereafter acquired by the United States Holder and may be revoked only with the consent of the IRS. Bond premium on an outstanding note held by a United States Holder who does not make such an election will decrease the capital gain or increase the capital loss otherwise recognized on the disposition of the exchange note.

~~Sale, Exchange, Retirement, Redemption or Other Disposition~~

Subject to the market discount rules described below, upon the sale, exchange, retirement, redemption or other taxable disposition of an exchange note, a United States Holder will recognize gain or loss equal to the difference between the amount realized on the disposition of the exchange note (which excludes any amounts attributable to unpaid stated interest accrued between interest payment dates, which, to the extent not previously included in income, will be taxable as ordinary income) and such holder’s adjusted tax basis in the exchange note. A United States Holder’s adjusted tax basis in an exchange note will generally be the United States Holder’s cost therefor increased by any market discount previously included in income with respect to the note and decreased by any previously amortized bond premium on the note. Such gain or loss generally will be capital gain or loss and will be long-term capital gain or loss if at the time of the disposition the notes have been held for more than one year. Under current laws, the excess of the taxpayer’s net long-term capital gains over net short-term capital losses is taxed at a lower rate than ordinary income for certain non-corporate taxpayers. In addition, there are limits on the deductibility of capital losses.

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Market Discount

Under the market discount rules of the Code, a United States Holder who purchased an outstanding note or purchases an exchange note at a market discount generally will be required to treat any gain recognized on the sale, exchange, retirement or other taxable disposition of the exchange note received in exchange therefor as ordinary income to the extent of the accrued market discount (during the periods in which the holder held the outstanding note and exchange note) that has not been previously included in income. Market discount for purposes of the notes is generally defined as the amount by which a United States Holder’s purchase price for a note is less than the note’s ~~stated redemption~~adjusted issue price ~~at maturity (generally, the note’s principal amount)~~ on the date of purchase, subject to a statutory de minimis exception. As discussed above under the heading “Tax Consequences to United States Holders—OID” the adjusted issue price of a note on any given day will equal the sum of (i) the note’s original issue price and (ii) the amount of OID accrued on the note through such day. In general, market discount accrues on a ratable basis over the remaining term of the note unless a United States Holder makes an election to accrue market discount on a constant yield to maturity basis. A United States Holder of ~~an outstanding~~a note with market discount may be required to defer part or all of its interest deductions with respect to any debt incurred or ~~continues~~continued to purchase or carry such note (unless the United States Holder elects to include market discount in income on a current basis, as described below). A United States Holder of a note may elect to report market discount as ordinary income as it accrues on either a ratable or a constant yield basis. If a United States Holder makes this election, the rules regarding the treatment of gain upon the disposition of the note ~~and upon the receipt of certain cash payments~~ as ordinary income and regarding the deferral of interest deductions will not apply. Currently, if the foregoing election is made by a United States Holder, the election will apply to all market discount obligations acquired by such holder during or after the first taxable year to which the election applies, and the election may not be revoked without the consent of the IRS.

Sale, Exchange, Retirement, Redemption or Other Disposition

Upon the sale, exchange, retirement, redemption or other taxable disposition of exchange notes (other than the exchange of an outstanding note for an exchange note), a United States Holder will recognize gain or loss equal to the difference between the amount realized on the disposition of the exchange notes (which excludes any amounts attributable to unpaid stated interest accrued between interest payment dates, which, to the extent not previously included in income, will be taxable as ordinary income) and such holder’s adjusted tax basis in the exchange notes. A United States Holder’s adjusted tax basis in an exchange note will generally be the United States Holder’s cost therefor, increased by accrued OID and any market discount previously included in income. Any gain or loss generally will be capital gain or loss, except as described above under the heading “Tax Consequences to United States Holders—Market Discount.” Under current laws, the excess of the taxpayer’s net long-term capital gains over net short-term capital losses is taxed at a lower rate than ordinary income for certain non-corporate taxpayers. In addition, there are limits on the deductibility of capital losses.

Medicare Tax

With respect to taxable years beginning after December 31, 2012, certain United States Holders, including individuals, estates, and trusts, will be subject to an additional 3.8% Medicare tax on investment income. For individual United States Holders, the additional Medicare tax applies to the lesser of (i) “net investment income,” or (ii) the excess of “modified adjusted gross income” over $200,000 ($250,000 if married and filing jointly or $125,000 if married and filing separately). “Net investment income” generally equals the taxpayer’s gross investment income reduced by the deductions that are allocable to such income. Investment income generally includes passive income such as interest (including OID), dividends, annuities, royalties, rents, and capital gains. United States Holders are urged to consult their own tax advisors regarding the implications of the additional Medicare tax resulting from an investment in the exchange notes.

Tax Consequences to Non-U.S. Holders

Subject to the discussion below concerning backup withholding:

(a) payments of interest (including OID for purposes of the discussion below) on the exchange notes by the Company or its paying agent to any Non-U.S. Holder that are not effectively connected with the conduct of the Non-U.S. Holder’s trade or business within the United States will be exempt from ~~the 30%~~ United States federal withholding

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tax, provided that (i) such holder does not own, actually or constructively, 10% or more of the total combined voting power of all classes of stock of the Company entitled to vote, (ii) such holder is not a controlled foreign corporation related, directly or indirectly, to the Company through stock ownership and is not a bank that received such exchange notes on an extension of credit made pursuant to a loan agreement entered into in the ordinary course of its trade or business, and (iii) the requirement to certify such holder’s non-U.S. status, as set forth in Section 871(h) or Section 881(c) of the Code (as applicable), has been fulfilled with respect to the beneficial owner, as discussed below,

(b) a Non-U.S. Holder will not be subject to United States federal income tax on gain realized on the sale, exchange, retirement, redemption or other disposition of such exchange notes, unless (i) such holder is an individual who is present in the United States for 183 days or more in the taxable year of the disposition and ~~either the gain is attributable to an office or~~certain other ~~fixed place of business maintained by such individual in the United States or, generally, such individual has a “tax home” in the United States~~conditions are met (in which case, such holder will be subject to a 30% United States federal income tax on the gain derived from the sale, which may be offset by certain U.S. source capital losses) unless an applicable income tax treaty provides otherwise or (ii) such gain is effectively connected with the holder’s conduct of a trade or business in the United States in which case, such holder will be taxed as described below (and, if an income tax treaty applies, generally is attributable to a U.S. “permanent establishment” maintained by such holder) ~~(in which case, a holder will be taxed as described below)~~, and

(c) ~~exchange~~Exchange notes held by an individual who is not, for United States estate tax purposes, a resident or citizen of the United States (as specifically defined for estate tax purposes) at the time of his death will not be subject to United States federal estate tax, provided that the individual does not own, actually or constructively, 10% or more of the total combined voting power of all classes of stock of the Company entitled to vote and, at the time of such individual’s death, payments with respect to such exchange notes would not have been effectively connected with the conduct by such individual of a trade or business in the United States.

The certification requirement referred to in subparagraph (a) will be satisfied if the beneficial owner of exchange notes certifies on Internal Revenue Service Form W-8BEN or successor form under penalties of perjury, that it is not a United States person and provides its name and address, and (i) such beneficial owner files such Form W-8BEN or successor form with the withholding agent or, (ii) in the case of exchange notes held on behalf of the beneficial owners by a securities clearing organization, bank or other financial institution holding customers’

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securities in the ordinary course of its trade or business, such financial institution files with the withholding agent a statement that it has received the Form W-8BEN or successor form from the Non-U.S. Holder, furnishes the withholding agent with a copy thereof and otherwise complies with the applicable Internal Revenue Service requirements.

Alternatively, these certification requirements will not apply if the beneficial owner of the exchange notes holds those securities directly through a “qualified intermediary” (which is a non-U.S. office of a bank, securities dealer or similar intermediary that has signed an agreement with the Internal Revenue Service concerning withholding tax procedures), the qualified intermediary has sufficient information in its files to indicate that the holder is a Non-U.S. Holder and the qualifying intermediary complies with Internal Revenue Service requirements. Special rules may apply with respect to exchange notes held by a foreign partnership. Prospective investors, including foreign partnerships and their partners and holders who hold their exchange notes through a qualified intermediary, should consult their tax advisers regarding possible reporting requirements.

If a Non-U.S. Holder cannot satisfy the requirements in paragraph (a) described above, the gross amount of payments of interest to such Non-U.S. Holder that is not effectively connected with the holder’s conduct of a trade or business in the United States will be subject to United States federal withholding tax at the rate of 30%, unless a U.S. income tax treaty applies to reduce or eliminate withholding. In order to claim the benefit provided by a tax treaty, a Non-U.S. Holder must provide a properly executed Internal Revenue Service Form W-8BEN (or suitable substitute form) claiming an exemption from or reduction in withholding under the benefit of an applicable tax treaty.

If a Non-U.S. Holder is engaged in a trade or business in the United States, and if interest on the exchange notes (or gain realized on their sale, exchange or other disposition) is effectively connected with the conduct of such trade or business, the Non-U.S. Holder, although exempt from the withholding tax discussed in the preceding paragraphs, will be

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subject to regular United States income tax on such effectively connected income, generally in the same manner as if it were a United States Holder (unless an applicable income tax treaty provides otherwise). See “Tax Consequences to United States Holders” above. In lieu of the certificate described in the third preceding paragraph, such a holder will be required to provide to the withholding agent a properly executed applicable Internal Revenue Service Form W-8 (generally, IRS Form ~~- W-8ECI)~~W-8ECI or, under certain circumstances, W-8BEN) or successor form, as appropriate, to claim an exemption from withholding tax. In addition, if such Non-U.S. Holder is a foreign corporation, it may be subject to a 30% branch profits tax (unless reduced or eliminated by an applicable treaty) on its earnings and profits for the taxable year that are attributable to such effectively connected income, subject to certain adjustments.

Legislation enacted in 2010 (“FATCA legislation”) generally imposes a withholding tax of 30% on interest paid on, and the gross proceeds of a disposition of, debt obligations paid after December 31, 2012 to (i) a foreign financial institution (whether as a beneficial owner or intermediary), unless such institution enters into an agreement with the United States government to collect and provide to the United States tax authorities substantial information regarding United States account holders of such institution (which would include certain equity and debt holders of such institution, as well as certain account holders that are foreign entities with United States owners), and (ii) a foreign entity that is not a financial institution (whether as a beneficial owner or intermediary for another foreign entity that is not a financial institution) unless such entity provides the withholding agent with a certification identifying the substantial United States owners of the entity, which generally includes any U.S. person who directly or indirectly owns more than 10% of the entity. The IRS has since released transitional guidance indicating that it will not apply this new withholding tax (i) to interest income that is paid on or before December 31, 2013 or (ii) to gross proceeds from the disposition of debt instruments paid on or before December 31, 2014. Under recently proposed regulations, these rules would not apply with respect to the exchange notes unless they are treated as “significantly modified” after January 1, 2013, although investors cannot rely on the proposed regulations until they become finalized. Investors are encouraged to consult with their own tax advisors regarding the implications of this legislation on their investment in the exchange notes.

Backup Withholding and Information Reporting

Information reporting requirements apply to certain payments of interest made to, and to the proceeds of sales or other dispositions (including retirements or redemptions), received by noncorporate United States Holders. In addition, a backup withholding tax will apply if the noncorporate United States Holder (i) fails to furnish its Taxpayer Identification Number (“TIN”) which, for an individual, is his Social Security Number, (ii) furnishes an incorrect TIN, (iii) is notified by the Internal Revenue Service that it is subject to backup withholding for failure to report interest and dividend payments, or (iv) under certain circumstances fails to certify, under penalties of perjury, that it has furnished a correct TIN and has not been notified by the Internal Revenue Service that it is subject to backup withholding for failure to report interest and dividend payments. Holders should consult their tax advisers regarding their qualification for exemption from backup withholding and the procedure for obtaining such an exemption if applicable. The rate for backup withholding is currently 28%. However, effective January 1, 2013, the backup withholding rate is scheduled to increase to 31% absent legislative action.

Backup withholding will not apply to payments made on exchange notes if the certifications required by Sections 871(h) and 881(c) of the Code as described above (under “Tax Consequences to Non-U.S. Holders”) are received or if the exemption for qualified intermediaries discussed above applies, provided that the Company or its paying agent or the qualified intermediary, as the case may be, does not have actual knowledge or reason to know that the payee is a United States person. Under current Treasury Regulations, payments on the sale, exchange or other disposition (including a retirement or redemption) of exchange notes made to or through a foreign office of a broker generally will not be subject to backup withholding. However, if such broker is:

·	~~a United States person,~~

a United States person,

·	~~a controlled foreign corporation for United States federal income tax purposes,~~

a controlled foreign corporation for United States federal income tax purposes,

a foreign person 50% or more of whose gross income for certain periods is effectively connected with a United States trade or business, or

a foreign partnership with certain connections to the United States

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·	~~a foreign person 50% or more of whose gross income for certain periods is effectively connected with a United States trade or business, or~~

·	~~a foreign partnership with certain connections to the United States~~

then information reporting will be required unless the broker has in its records documentary evidence that the beneficial owner is not a United States person and certain other conditions are met or the beneficial owner otherwise establishes an exemption. Backup withholding may apply to any payment that such broker is required to report if the broker has actual knowledge or reason to know that the payee is a United States person. Payments to or through the United States office of a broker will be subject to backup withholding and information reporting unless the holder certifies, under penalties of perjury, that it is not a United States person and the payor does not have actual knowledge or reason to know that the holder is a United States person, or the holder otherwise establishes an exemption. Holders of exchange notes should consult their tax advisers regarding the application of information reporting and backup withholding in their particular situations, the availability of an exemption therefrom, and the procedure for obtaining such an exemption, if available. Any amounts withheld from a payment to a holder under the backup withholding rules will be allowed as a credit against such holder’s United States federal income tax liability and may entitle such holder to a refund, provided that the holder files a United States income tax return and the required information is timely furnished to the Internal Revenue Service.

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PLAN OF DISTRIBUTION

Each broker-dealer that receives exchange notes for its own account pursuant to the exchange offer must acknowledge that it will deliver a prospectus in connection with any resale of those notes. This prospectus, as it may be amended or supplemented from time to time, may be used by a broker-dealer in connection with resales of exchange notes received in exchange for outstanding notes that had been acquired as a result of market-making or other trading activities. We have agreed that, for a period of 180 days after the expiration date of the exchange offer, we will make this prospectus, as it may be amended or supplemented, available to any broker-dealer for use in connection with any such resale. In addition, until , ~~2010,~~2012, all dealers effecting transactions in the exchange notes may be required to deliver a prospectus.

We will not receive any proceeds from any sale of exchange notes by broker-dealers. Exchange notes received by broker-dealers for their own account pursuant to the exchange offer may be sold from time to time in one or more transactions in the over-the-counter market, in negotiated transactions, through the writing of options on those notes or a combination of those methods, at market prices prevailing at the time of resale, at prices related to prevailing market prices or at negotiated prices. Any resales may be made directly to purchasers or to or through brokers or dealers who may receive compensation in the form of commissions or concessions from any such broker-dealer or the purchasers of the exchange notes. Any broker-dealer that resells exchange notes received by it for its own account pursuant to the exchange offer and any broker or dealer that participates in a distribution of the exchange notes may be deemed to be an “underwriter” within the meaning of the Securities Act and any profit on any resale of exchange notes and any commissions or concessions received by these persons may be deemed to be underwriting compensation under the Securities Act. The letter of transmittal states that, by acknowledging that it will deliver and by delivering a prospectus, a broker-dealer will not be deemed to admit that it is an “underwriter” within the meaning of the Securities Act.

For a period of 180 days after the expiration date of the exchange offer, we will promptly send additional copies of this prospectus and any amendment or supplement to this prospectus to any broker-dealer that requests such documents in the letter of transmittal. We have agreed to pay all expenses incidental to the exchange offer, including certain fees and expenses of one counsel for the holders of senior notes, other than commissions and concessions of any broker or dealer. We also have agreed that we will indemnify holders of the senior notes, including any broker-dealers, against certain liabilities, including liabilities under the Securities Act.

The exchange notes are a new issuance of securities for which there currently is no established trading market. We do not intend to apply for listing of any of the exchange notes on any securities exchange or for quotation through any annotated quotation system, and a trading market for the exchange notes may not develop.

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LEGAL MATTERS

~~Certain legal matters with respect to~~The validity of the exchange notes and the exchange guarantees offered hereby will be passed upon for us by ~~Timothy M. Davis,~~Ian Scheinmann, our ~~General Counsel, or~~Senior Vice President, Legal Affairs. In rendering his opinion, Mr. Scheinmann will rely upon the opinion of Hughes Hubbard & Reed LLP ~~New York, New York.~~as to certain matters relating to the exchange guarantees governed by the laws of the States of California or Florida, the opinion of Davis Graham & Stubbs LLP as to certain matters relating to the exchange guarantees governed by the laws of the State of Colorado, the opinion of DLA Piper LLP (US) as to certain matters relating to the exchange guarantees governed by the laws of the Commonwealths of Massachusetts or Virginia or the States of Georgia, North Carolina or Maryland, the opinion of Bose McKinney & Evans LLP as to certain matters relating to the exchange guarantees governed by the laws of the State of Indiana and the opinion of Stewart McKelvey as to certain matters relating to the exchange guarantees governed by the laws of the Province of Nova Scotia.

EXPERTS

~~EXPERTS~~

The consolidated financial statements ~~financial statement schedule~~ and management’s assessment of the effectiveness of internal control over financial reporting incorporated by reference in this prospectus and elsewhere in the registration statement have been so incorporated by reference in reliance upon the reports of Grant Thornton LLP, independent registered public accountants, upon the authority of said firm as experts in accounting and auditing in giving said reports.

The financial statements and the related financial statement schedule for the year ended December 29, 2007, incorporated by reference herein from Cenveo, Inc.’s Annual Report on Form 10-K, for the year ended January 2, 2010, have been audited by Deloitte & Touche LLP, an independent registered public accounting firm, as stated in their report, which is incorporated herein by reference. Such financial statements and financial statement schedule have been so incorporated in reliance upon the report of such firm given upon their authority as experts in accounting and auditing.

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Until , ~~2010,~~2012, all dealers effecting transactions in the exchange notes, whether or not participating in this exchange offer, may be required to deliver a prospectus.

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PART II.

INFORMATION NOT REQUIRED IN PROSPECTUS.

~~Item 20.~~

Item 20. Indemnification of Directors and Officers.

~~Cenveo, Inc.~~The Colorado Corporations

Colorado Business Corporation Act. Section 7-109-101 et seq. of the Colorado Business ~~Corporations~~Corporation 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 ano reasonable ~~belief~~cause to believe 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~~director was adjudged to be liable to the corporation or in connection with any other proceeding in which the ~~person~~director 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 the corporation, is or was serving at the request of the corporation as a director, officer, partner, trustee, employee, fiduciary or agent of another domestic or foreign ~~corporation or other person~~entity 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.

Cenveo, Inc.

Article V of the Articles of Incorporation of the Company 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 Company 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

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director of the Corporation existing hereunder with respect to any act or omission occurring prior to such repeal or modification.”

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Article VIII of the Bylaws of the Company 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.

Cenveo Government Printing, Inc. and Colorhouse China, Inc.

The certificate of incorporation or bylaws of each of the Colorado corporations authorizes the corporation to indemnify its officers and directors.

The Colorado Limited Liability Companies

Colorado Limited Liability Company Act. Section 7-80-104(1)(k) of the Colorado Limited Liability Company Act permits a company to indemnify a member or manager or former member or manager of the limited liability company as provided in section 7-80-407. Under Section 7-80-407, a limited liability company shall reimburse a member or manager for payments made, and indemnify a member or manager for liabilities incurred by the member or manager, in the ordinary course of the business of the limited liability company or for the preservation of its business or property if such payments were made or liabilities incurred without violation of the member’s or manager’s duties to the limited liability company. A limited liability company is not permitted under the Colorado Limited Liability Company Act to indemnify a director in connection with: (a) a proceeding by or in the right of the corporation in which the director was adjudged liable to the corporation; or (b) any other proceeding, in which the director was adjudged liable on the basis that the director derived an improper personal benefit, whether or not involving action in an official capacity.

Cenveo Services, LLC ~~Cenveo Commercial Ohio, LLC~~ and Cenveo ~~Resale~~Commercial Ohio, LLC

The certificate of formation, limited liability company agreement or operating agreement of the Colorado limited liability companies permits or requires indemnification of managers, members, directors and officers.

The California Corporations

California Corporations Code. Section 204 of the California Corporations Code provides that a corporation may set forth in its articles of incorporation provisions (i) eliminating or limiting the personal liability of a director for monetary damages in an action brought by or in the right of the corporation for breach of a director’s duties to the corporation and its shareholders, as set forth in Section 309 of the California Corporations Code, provided however, that such a provision may not eliminate or limit the liability of directors (A) for acts or omissions that involve intentional misconduct or a knowing and culpable violation of law, (B) for acts or omissions that a director believes to be contrary to the best interests of the corporation or its shareholders or that involve the absence of good faith on the part of the director, (C) for any transaction from which a director derived an improper personal benefit, (D) for acts or omissions that show a reckless disregard for the director’s duty to the corporation or its shareholders in circumstances in which the director was aware, or should have been aware, in the ordinary course of performing a director’s duties, of a risk or serious injury to the corporation or its shareholders, (E) for acts or omissions that constitute an unexcused pattern of inattention that amounts to an abdication of the director’s duty to the corporation or its shareholders, (F) under Section 310 of the California Corporations Code, or (G) under Section 316 of the California Corporations Code, so long as such indemnification is subject to certain limitations and conditions as provided therein and (ii) authorizing, whether by by-law, agreement, or otherwise, the indemnification of agents (as defined in Section 317 of the California Corporations Code) in excess of that expressly permitted by Section 317 for those agents of the corporation for breach of duty to the corporation and its stockholders, so long as such indemnification is subject to certain limitations and conditions as provided therein.

Section 317 of the California Corporations Code provides that a corporation shall have the power to indemnify any person who was or is a party or is threatened to be made a party to any proceeding (other than an action by or in the right of the corporation to procure a judgment in its favor) by reason of the fact that the person is

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or was an agent of the corporation, against expenses, judgments, fines, settlements, and other amounts actually and reasonably incurred in connection with the proceeding if that person acted in good faith and in a manner the person reasonably believed to be in the best interests of the corporation and, in the case of a criminal proceeding, had no reasonable cause to believe the conduct of the person was unlawful. This section also provides that a corporation shall have the power to indemnify any person who was or is a party or is threatened to be made a party to any threatened, pending, or completed action by or in the right of the corporation to procure a judgment in its favor by reason of the fact that the person is or was an agent of the corporation, against expenses actually and reasonably incurred by that person in connection with the defense or settlement of the action if that person acted in good faith, in a manner the person believed to be in the best interests of the corporation and its shareholders, and where such indemnification is subject to certain limitations and conditions as provided therein.

Madison/Graham ColorGraphics, Inc. and Madison/Graham ColorGraphics Interstate Services, Inc.

The certificate of incorporation or bylaws of each of the California corporations above permit or require

indemnification of agents.

The Delaware Corporations

Delaware General Corporation Law. Section 145 of the Delaware General Corporation Law (the “DGCL”) provides that a corporation may indemnify ~~directors and officers~~any person who was or is a party or is threatened to be made a party to any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative (other than an action by or in the right of the corporation) by reason of the fact that the person is or was a director, officer, employee or agent of the corporation, or is or was serving at the request of the corporation as ~~well as~~a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other ~~employees and individuals~~enterprise, against expenses (including attorneys’ fees), judgments, fines and amounts paid in settlement actually and reasonably incurred by ~~such~~the person in connection with such action, suit or proceeding, if the person acted in good faith and in a manner the person reasonably believed to be in or not opposed to the best interests of the corporation, and, with respect to any ~~threatened, pending~~criminal action or ~~completed actions, suits~~proceeding, had no reasonable cause to believe the person’s conduct was unlawful. The DGCL also may indemnify any person under similar circumstances for expenses (including attorneys’ fees) actually and reasonably incurred by the person in connection with the defense or ~~proceedings~~settlement of such action or suit, except that no indemnification shall be made in respect of any claim, issue or matter as to which such person shall have been adjudged to be liable to the corporation unless and only to the extent that the Court of Chancery or the court in which such action or suit was brought shall determine upon application that such person is ~~made a party by reason~~fairly and reasonably entitled to indemnity for such expenses which the Court of Chancery or such ~~person being or having been a director, officer, employee or agent to the corporation. The Delaware General Corporation Law provides that Section 145 is not exclusive of~~ other ~~rights to which those seeking indemnification may be entitled under any bylaw, agreement, vote of stockholders or disinterested directors or otherwise.~~court shall deem proper.

Cenveo Corporation

Section 145 of the Delaware General Corporation Law (the “DGCL”) provides that a corporation may indemnify directors and officers as well as other employees and individuals against expenses (including attorneys’ fees), judgments, fines and amounts paid in settlement actually and reasonably incurred by such person in connection with any threatened, pending or completed actions, suits or proceedings in which such person is made a party by reason of such person being or having been a director, officer, employee or agent to the corporation. The Delaware General Corporation Law provides that Section 145 is not exclusive of other rights to which those seeking

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~~indemnification may be entitled under any bylaw, agreement, vote of stockholders or disinterested directors or otherwise.~~

Article V of the Certificate of Incorporation of Cenveo Corporation reads as follows:

“The corporation shall indemnify its directors and officers, and may indemnify its employees and agents, to the fullest extent permitted by the General Corporation Law of the State of Delaware if any such person is made a party to an action or proceeding, whether criminal, civil, administrative or investigative, by reason of the fact that he, his testator or intestate is or was a director, officer or employee of the corporation or any predecessor of the corporation or served any other enterprise as a director, officer or employee at the request of the corporation or any predecessor of the corporation.”

Article VIII of the Bylaws of Cenveo Corporation read as follows:

“The corporation shall be authorized to indemnify any person entitled to indemnity under the General Corporation Law of the State of Delaware as the same exists or may hereafter be amended (“DGCL”) to the fullest extent permitted by the DGCL; 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.”

CRX Holding, Inc., Rx Technology Corp., RX JV Holding, Inc., PC Ink Corp., Cadmus Delaware, Inc., Cenveo CEM, Inc., CNMW Investments, Inc., CMS Gilbreth Packaging Systems, Inc., and ~~Nashua International,~~Impaxx, Inc.

The certificate of incorporation or bylaws of each of the Delaware corporations above permit or require indemnification of directors and officers.

Nashua International, Inc.

The articles of incorporation and bylaws are silent on indemnification.

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The Delaware Limited Liability Companies

Delaware Limited Liability Company Act. Section 18-303(a) of the Delaware Limited Liability Company Act (“DLLCA”) provides that, except as otherwise provided by the DLLCA, the debts, obligations and liabilities of a limited liability company, whether arising in contract, tort or otherwise, shall be solely the debts, obligations and liabilities of the limited liability company, and no member or manager of a limited liability company shall be obligated personally for any such debt, obligation or liability of the limited liability company solely by reason of being a member or acting as a manager of the limited liability company. Section 18-108 of the DLLCA states that subject to such standards and restrictions, if any, as set forth in its limited liability company agreement, a limited liability company may, and shall have the power to, indemnify and hold harmless any member or manager or other person from and against any and all claims and demands whatsoever.

136 Eastport Road, LLC, Cenveo Omemee LLC, Cadmus Investments, LLC, CDMS Management, LLC, Cenveo CEM, LLC, ~~Lightning Labels,~~and CRX JV, LLC

The certificate of formation, limited liability company or operating agreement of each of the Delaware limited liability companies permits or requires indemnification of ~~directors and officers.~~members or other persons.

~~136 Eastport Road,~~Lightning Labels, LLC and ~~CRX JV,~~Envelope Product Group, LLC

The certificate of formation and limited liability agreement are silent on ~~indemnification~~indemnification.

The Florida Corporations

Florida Business Corporation Act. Section 607.0850 of the Florida Business Corporation Act (“FLBCA”) permits, in general, a Florida corporation to indemnify any person who was or is a party to any proceeding (other than an action by, or in the right of, the corporation) by reason of the fact that he or she is or was a director, officer, employee, or ~~officer~~agent of the corporation, or ~~served another entity in any capacity~~is or was serving at the request of the corporation as a director, officer, employee, or agent of another corporation, partnership, joint venture, trust, or other enterprise against liability incurred in connection with such proceeding, including any appeal thereof, if ~~such person~~he or she acted in good faith and in a manner he or she reasonably believed to be in, or not opposed to, the best ~~interest~~interests of the corporation and, inwith respect to any criminal ~~actions~~action or ~~proceedings, additionally~~proceeding, had no reasonable cause to believe ~~that~~ his or her conduct was unlawful. ~~In actions brought~~Under the FLBCA, a corporation may indemnify any person, who was or is a party to any proceeding by or in the right of the corporation to procure a judgment in its favor by reason of the fact that the person is or was a director, officer, employee, or agent of the corporation ~~may indemnify such person~~or is or was serving at the request of the corporation as a director, officer, employee, or agent of another corporation, partnership, joint venture, trust, or other enterprise, against expenses and

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amounts paid in settlement not exceeding, in the judgment of the board of directors, the estimated expense of litigating the proceeding to conclusion, actually and reasonably incurred ~~by such person~~ in connection with the defense or settlement of such proceeding, including any appeal ~~thereof,~~thereof. Such indemnification shall be authorized if such person acted in good faith and in a manner ~~that person~~he or she reasonably believed to be in, or not opposed to, the best interests of the corporation, except that no indemnification ~~may~~shall be made under this subsection in respect of any claim, issue, or matter as to which ~~that~~such person shall have been adjudged to be liable ~~to the corporation~~ unless, and only to the extent that, the court in which such ~~action~~proceeding was brought, or ~~suit was brought~~any other court of competent jurisdiction, shall determine upon application that, despite the adjudication of liability but in view of all circumstances of the case, such person inis fairly and reasonably entitled to ~~indemnification~~indemnity for such expenses which ~~the~~such court shall deem proper. Section 607.0850(6) of the FLBCA permits the corporation to pay such costs or expenses in advance of a final disposition of such action or proceeding upon receipt of an undertaking by or on behalf of the director or officer to repay such amount if he or she is ultimately found not to be entitled to indemnification under the FLBCA. Section 607.0850 of the FLBCA provides that the indemnification and advancement of expense provisions contained in the FLBCA shall not be deemed exclusive of any rights to which a director or officer seeking indemnification or advancement of expenses may be entitled.

~~Vaughn~~Vaughan Printers Incorporated

The articles of incorporation and bylaws are silent on indemnification.

Florida Limited Liability Company Act . Section 608.4229 of the Florida Limited Liability Company Act (the “FLLCA”) provides that subject to such standards and restrictions, if any, as are set forth in its articles of organization or operating agreement, a limited liability company may, and shall have the power to, but shall not be required to, indemnify and hold harmless any member or manager or other person from and against any and all claims and demands whatsoever. However, indemnification or advancement of expenses shall not be made to or on behalf of any member, manager, managing member, officer, employee, or agent if a judgment or other final adjudication establishes that the actions, or omissions to act, of such menber, manager, managing member, officer, employee or agent were material to the cause of action so adjudicated and constitute any of the following:

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(a) A violation of criminal law, unless the member, manager, managing member, officer, employee, or agent had no reasonable cause to believe such conduct was unlawful, (b) A transaction from which the member, manager, managing member, officer, employee, or agent derived an improper personal benefit, (c) In the case of a manager or managing member, a circumstance under which the liability provisions of Section 6.08.426 are applicable, and (d) Willful misconduct or a conscious disregard for the best interests of the limited liability company in a proceeding by or in the right of the limited liability company to procure a judgment in its favor or in a proceeding by or in the right of a member.

Rex ~~Corporation~~2010, LLC

The ~~articles~~certificate of ~~incorporation or bylaws permit~~formation and limited liability agreement are silent on indemnification.

The Georgia Corporations

Georgia Business Corporation Code. Subsection (a) of Section 14-2-851 of the Georgia Business Corporation Code (“GABCC”) provides that a corporation may indemnify an individual made a party to a proceeding because he or she is or was a director against liability incurred in the proceeding if: (1) such individual conducted himself or herself in good faith; and (2) such individual reasonably believed: (A) in the case of conduct in his or her official capacity, that such conduct was in the best interests of the corporation; (B) in all other cases, that such conduct was at least not opposed to the best interests of the corporation; and (C) in the case of any criminal proceeding, that the individual had no reasonable cause to believe such conduct was unlawful. Subsection (d) of Section 14-2-851 of the GABCC provides that a corporation may not indemnify a director: (1) in connection with a proceeding by or in the right of the corporation, except for reasonable expenses incurred in connection with the proceeding if it is determined that the director has met the relevant standard of conduct; or (2) or in connection with any proceeding with respect to conduct for which he or she was adjudged liable on the basis that personal benefit was improperly received by him or her, whether or not involving action in his or her official capacity. Notwithstanding the foregoing, pursuant to Section 14-2-854, a court shall order a corporation to indemnify or give an advance for expenses to a director if such court determines the director is entitled to indemnification under Section 14-2-854 or if it determines that in view of all relevant circumstances, it is fair and reasonable, even if the director has not met the standard of conduct set forth in subsections (a) and (b) of Section 14-2-851 of the GABCC, failed to comply with Section 14-2-853 of the GABCC, or was adjudged liable in a proceeding referred to in subsection (d) of Section 14-2-851 of the GABCC, but if the director was adjudged so liable, the indemnification shall be limited to reasonable expenses incurred by the director in connection with the proceeding.

Section 14-2-852 of the GABCC provides that a corporation shall indemnify a director who was wholly successful, on the merits or otherwise, in the defense of any proceeding to which the director was a party because he or she was a director of the corporation against reasonable expenses incurred by the director in connection with the proceeding. Subsection (c) of Section 14-2-857 of the GABCC provides that an officer of the corporation who is not a director is entitled to mandatory indemnification under Section 14-2-852 and may apply to a court under Section 14-2-854 for indemnification or advances for expenses, in each case to the same extent to which a director may be entitled to indemnification or advances for expenses under those provisions. In addition, subsection (d) of Section 14-2-857 provides that a corporation may also indemnify and advance expenses to an employee or agent who is not a director to the extent, consistent with public policy, that may be provided by its articles of incorporation, bylaws, action of its board of directors or contract.

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~~Printegra Corporation,~~Cenveo NIC, Inc., Cadmus Interactive, Inc., and Old TSI, Inc.

The articles of incorporation or bylaws of the Georgia corporations permit indemnification of directors and officers.

~~American Graphics, Inc.~~

~~The articles of incorporation or bylaws are silent on indemnification.~~

The Indiana Limited Liability Company

Indiana Business Flexibility Act. Section 23-18-2-2 of the Indiana Business Flexibility Act (“Indiana LLC Law”) provides that, unless the limited liability company’s articles of organization provide otherwise, every limited liability company has power to indemnify and hold harmless any member, manager, agent, or employee from and against any and all claims and demands, except in the case of action or failure to act by the member, agent, or employee which constitutes willful misconduct or recklessness and subject to any standards and restrictions set forth in a written operating agreement. Section 23-18-4-4 of Indiana LLC Law provides that a written operating agreement may provide for indemnification of a member or

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manager for monetary damages for judgments, settlements, penalties, fines, or expenses incurred in a proceeding to which a person is a party because the person is or was a member or manager.

Discount Labels, LLC

The limited liability company agreement or certificate of formation requires indemnification.

The Maryland Corporations

Maryland General Corporation Law. Under Section 2-418 of the Maryland General Corporation Law (“MDGCL”), a Maryland corporation may indemnify any director who was or is a party or is threatened to be made a party to any threatened, pending, or completed action, suit or proceeding, whether civil, criminal, administrative or investigative by reason of the fact that he is a present or former director of the corporation and any person who, while a director of the corporation, is or was serving at the request of the corporation as a director, officer, partner, trustee, employee, or agent of another corporation, partnership, joint venture, trust, other enterprise, or employee benefit plan. Such indemnification may be against judgments, penalties, fines, settlements and reasonable expenses actually incurred by him in connection with the proceeding unless it is proven that (a) the act or omission of the director was material to the matter giving rise to the proceeding and (i) was committed in bad faith, or (ii) was the result of active and deliberate dishonesty; or (b) the director actually received an improper personal benefit in money, property, or services; or (c) in the case of any criminal proceeding, the director had reasonable cause to believe his act or omission was unlawful. However, the corporation may not indemnify any director in connection with a proceeding by or in the right of the corporation if the director has been adjudged to be liable to the corporation. A director who has been successful in the defense of any proceeding described above shall be indemnified against reasonable expenses incurred in connection with the proceeding. The corporation may not indemnify a director in respect of any proceeding charging improper personal benefits to the director or in which the director was adjudged to be liable on the basis that personal benefit was improperly received. The corporation may not indemnify a director or advance expenses for a proceeding brought by the director against the corporation except if the proceeding is brought to enforce indemnification by the corporation or if the corporation’s charter or by-laws, a board resolution or contract provides otherwise. Notwithstanding the above provisions, a court of appropriate jurisdiction, upon application of the director, may order indemnification if it determines that in view of all the relevant circumstances, the director is fairly and reasonably entitled to indemnification; however, indemnification with respect to any proceeding by or in the right of the corporation or in which improper personal benefit was charged or liability was adjudged on the basis that personal benefit was improperly received shall be limited to expenses. A corporation may advance reasonable expenses to a director under certain circumstances, including a written undertaking by or on behalf of such director to repay the amount if it shall ultimately be determined that the standard of conduct necessary for indemnification by the corporation has not been met.

A corporation may indemnify and advance expenses to an officer of the corporation to the same extent that it may indemnify directors under Section 2-418 of the MDGCL.

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The indemnification and advancement of expenses provided by statute is not exclusive of any other rights, by indemnification or otherwise, to which a director or officer may be entitled under the charter, by-laws, a resolution of shareholders or directors, an agreement or otherwise.

A corporation may purchase and maintain insurance on behalf of any person who is or was a director or officer, whether or not the corporation would have the power to indemnify a director or officer against liability under the provision of Section 2-418 of the MDGCL. Further, a corporation may provide similar protection, including a trust fund, letter of credit or surety bond, not inconsistent with the statute.

Garamond/Pridemark Press, Inc. and Port City Press, Inc.

The ~~certificate of incorporation or~~ bylaws of Garamond/Pridemark Press, Inc. require indemnification of its directors, officers, employees and agents to the full extent of Maryland ~~corporations permit or~~law. The bylaws of Port City Press, Inc. require indemnification of directors and ~~officers.~~

~~The Massachusetts Corporation~~

~~Massachusetts law permits~~officers, and permit indemnification of employees and agents if such person (i) conducted himself in good faith, (ii) in a manner he believed was in the corporation's best interests or not opposed to its best interests, and (iii) in the case of a criminal proceeding, he had no reasonable cause to believe his conduct was unlawful. Additionally, the corporation is permitted to ~~provide indemnification of~~advance expenses to its directors, officers, employees and other agents against expenses in a derivative or third party action, except that no indemnification shall be provided for any person with respect to any matter as to which he shall have been adjudicated not to have acted (1) in good faith in the reasonable belief that his action was in the best interestsagents.

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The Massachusetts Corporation

Massachusetts Business Corporation Act. Section 2.02(b)(4) of the ~~corporation or (2) to the extent~~Massachusetts Business Corporation Act (the “MBCA”) provides that ~~such matter relates to service with respect to any employee benefit plan, in the best interests of the participants or beneficiaries of such benefit plan. Indemnification provided by~~ a Massachusetts corporation ~~is permitted to the extent authorized by (1) the corporation’s~~may, in its articles of organization, ~~(2) a bylaw adopted by the shareholders~~eliminate or (3) a vote adopted by the holders of a majority of the shares of stock entitled to vote on the election of directors. Under Massachusetts law, expenses incurred by an officer or director in defending an action may be paid in advance if such director or officer undertakes to repay such amounts should it be determined ultimately that he is not entitled to indemnification. Additionally, Massachusetts law permits a corporation to purchase indemnity insurance for the benefit of its officers, directors, employees and agents whether or not the corporation would have the power to indemnify against the liability covered by the policy.

~~Under Massachusetts law, a corporation’s articles of organization may~~ limit the personal liability of a director ~~to the corporation or its shareholders~~ for monetary damages for breach of fiduciary duty ~~as a director,~~ notwithstanding any ~~provision of~~ law ~~imposing such liability. However, under Massachusetts law, a charter provision limited director liability cannot limit or eliminate~~to the ~~liability of a director (1)~~contrary, except for liabilities involving (i) any breach of ~~the director’s~~ duty of loyalty to the corporation or ~~its~~to the shareholders, ~~(2)~~(ii) acts or omissions not in good faith, intentional misconduct or knowing violations of law, (iii) certain improper distributions or (iv) any transaction from which the director derived an improper personal benefit.

Section 8.51 of the MBCA authorizes a Massachusetts corporation to indemnify a director of the corporation against liability in such capacity if the director (i) conducted himself in good faith, (ii) reasonably believed his conduct was in, or at least not opposed to, the best interests of the corporation, and (iii) in the case of a criminal proceeding, had no reasonable cause to believe his conduct was unlawful. Section 8.51 also allows for indemnification of a director if the liability in question was eliminated by the corporation’s articles of organization pursuant to Section 2.02(b)(4) of the MBCA. Section 8.52 of the MBCA requires that a Massachusetts corporation indemnify a director who was wholly successful, on the merits or otherwise, in the defense of any proceeding to which such director was a party because he was a director of the corporation. Section 8.56 of the MBCA authorizes a corporation to indemnify an officer of the corporation to the same extent as a director, and if such officer is not a director of the corporation, to such further extent as may be provided in the corporation’s articles of organization, bylaws, board resolution or contract provided that the officer may not be indemnified for acts or omissions not in good faith, ~~or which involve~~ intentional misconduct or knowing violations of law. Section 8.56 of the MBCA requires that a ~~knowing violation~~Massachusetts corporation indemnify an officer of ~~law, (3)~~the corporation who was wholly successful, on the merits or otherwise, in the defense of any proceeding to which such officer was a party because he was an officer of the corporation.

Section 8.53 of the MBCA authorizes a Massachusetts corporation to pay for, ~~the unlawful payment of dividends, unlawful repurchases or redemptions of stock, improper loans to insiders, or (4) for any transactions from which~~in advance, a director’s reasonable expenses in a proceeding if, among other things, the director ~~derived an improper personal benefit.~~delivers to the corporation (i) a written confirmation of his good faith belief that he has met the relevant standard of conduct in Section 8.51 of the proceeding involves conduct for which liability has been eliminated under the corporation’s articles of organization as permitted by Section 2.02(b)(4) of the MBCA, and (ii) a written undertaking to repay any funds advanced if he is not entitled to mandatory indemnification under Section 8.52 and it is ultimately determined, pursuant to procedures further laid out in the MBCA, that he has not met the standard of conduct under Section 8.51.

Nashua Corporation

Nashua Corporation’s articles of organization and bylaws contain provisions that provide indemnification to the fullest extent permitted by Massachusetts law.

The New York Corporations

New York Business Corporation Law. Section 722(a) of the New York Business Corporation Law (“NYBCL”) provides that a corporation may indemnify any ~~officer or director,~~person made or threatened to be made, a party to an action or proceeding ~~other~~(other than one by or in the right of the corporation to procure a judgment in its favor), whether civil or criminal, including an action by or onin the right of any other corporation of any type or kind, domestic or foreign, or any partnership, joint venture, trust, employee benefit plan or other enterprise, which any director or officer of the corporation served in any capacity at the request of the corporation, ~~because~~by reason of the fact that he, his testator or intestate, was a director or officer of the corporation, or served such other corporation, partnership, joint venture, trust, employee benefit plan or other enterprise in any capacity, against judgments, fines, amounts paid in settlement and reasonable expenses, including attorneys’ fees actually and necessarily incurred as a result of such action or proceeding, or any appeal therein, if such director or officer acted, in good faith, for a purpose which he reasonably believed to be in, or in the case of service for any other corporation, or any partnership, joint venture, trust, employee benefit plan or other enterprise, not opposed to, the best interests of the corporation and, in criminal actions or proceedings, in addition, had no reasonable cause to believe that his conduct was unlawful.

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Section 722(c) of the NYBCL provides that a corporation may indemnify any ~~officer or director~~person made, or threatened to be made, a party to an action by or in the right of the corporation to procure a judgment in its favor by reason of the fact that he, his testator or intestate, is or was a director or officer of the corporation, or is or was serving at the request of the corporation as a director or officer of any other corporation of any type or kind, or other enterprise, against amounts paid in settlement and reasonable expenses, including attorneys’ fees, actually and necessarily incurred by him in connection with the defense or settlement of such action, or in connection with an appeal therein, if such director or officer acted, in good faith, for a purpose which he reasonably believed to be in, or, in the case of service for ~~another~~any other corporation or other enterprise, not opposed to, the best interests of the corporation. The corporation may not, however, indemnify any officer or director pursuant to Section 722(c) in respect of (1) a threatened action, or a pending action which is settled or otherwise disposed of, or (2) any claim, issue or matter as to which such person shall have been adjudged to be liable to the corporation, unless and only to the extent that the court in which the action was brought or, if no action was brought, any court of competent jurisdiction, determines upon application that, in view of all the circumstances of the case, the person is fairly and reasonably entitled to indemnity for such portion of the settlement amount and expenses as the court deems proper.

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Section 723 of the NYBCL provides that ~~an officer or director~~a person who has been successful, on the merits or otherwise, in the defense of a civil or criminal action or proceeding of the character ~~set forth~~described in Section 722 is entitled to indemnification as permitted in such section. Section 724 of the NYBCL permits a court to award the indemnification required by Section 722.

Science Craftsman Incorporated and Commercial Envelope Manufacturing Co., Inc.

The certificate of incorporation or bylaws of the New York corporations ~~are silent on indemnification.~~

~~The New York Limited Liability Companies~~

~~Section 420~~permit or require indemnification of ~~the New York Limited Liability Company Law provides that a limited liability company may,~~directors and shall have the power to, indemnify and hold harmless, and advance expenses to, any member, manager or other person, or any testator or intestate of such member, manager or other person, from and against any and all claims and demands whatsoever; provided, however, that no indemnification may be made to or on behalf of any member, manager or other person if a judgment or other final adjudication adverse to such member, manager or other person establishes: (a) that his or her acts were committed in bad faith or were the result of active and deliberate dishonesty and were material to the cause of action so adjudicated or (b) that he or she personally gained in fact a financial profit or other advantage to which he or she was not legally entitled.

~~Berlin & Jones Co., LLC and Heinrich Envelope, LLC~~

~~The certificate of incorporation or bylaws of the New York limited liability companies are silent on indemnification.~~officers.

The North Carolina Corporation

North Carolina Business Corporation Act. Section 55-8-51 of the North Carolina Business Corporation Act (“NCBCA”) provides that a corporation may indemnify an individual made a party to a proceeding because he is or was a director against liability incurred in the proceeding if: (1) he conducted himself in good faith; and (2) he reasonably believed (i) in the case of conduct in his official capacity with the corporation, that his conduct was in its best interests; and (ii) in all other cases, that his conduct was at least not opposed to its best interests; and (3) in the case of any criminal proceeding, he had no reasonable cause to believe his conduct was unlawful. A corporation may not indemnify a director (i) in connection with a proceeding by or in the right of the corporation in which the director was adjudged liable to the corporation; or (ii) in connection with any proceeding charging improper benefit to him, whether or not involving action in his official capacity, in which he was adjudged liable on the basis that personal benefit was improperly received by him.

Section 55-8-57 of the NCBCA permits a corporation, in its articles of incorporation or bylaws or by contract or resolution, to indemnify, or agree to indemnify, its directors, officers, employees or agents against liability and expenses (including attorneys’ fees) in any proceeding (including proceedings brought by or on behalf of the corporation) arising out of their status as such or their activities in such capacities, except for any liabilities or expenses incurred on account of activities that were, at the time taken, known or believed by the person to be clearly

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in conflict with the best interests of the corporation. Sections 55-8-52 and 55-8-56 of the NCBCA require a corporation, unless its articles of incorporation provide otherwise, to indemnify a director or officer who has been wholly successful, on the merits or otherwise, in the defense of any proceeding to which such director or officer was made a party because he was or is a director or officer of the corporation against reasonable expenses actually incurred by the director or officer in connection with the proceeding. Section 55-8-57 of the NCBCA authorizes a corporation to purchase and maintain insurance on behalf of an individual who was or is a director, officer, employee or agent of the corporation against certain liabilities incurred by such a person, whether or not the corporation is otherwise authorized by the NCBCA to indemnify that person.

Cadmus Direct Marketing, Inc.

The bylaws require ~~for~~ indemnification of officers and directors.

Washburn Graphics, Inc.

The bylaws ~~permit for~~require indemnification of ~~officers.~~directors.

The Virginia Corporations

Cadmus International Holdings, Inc., Cadmus Journal Services, Inc., Cadmus Marketing Group, Inc., Cadmus Marketing, Inc., Cadmus Printing Group, Inc., Cadmus Technology Solutions, Inc., Cadmus UK, Inc., Cadmus/O’Keefe Marketing, Inc., Expert Graphics, Inc., and VSUB Holding Company

Virginia Stock Corporation Act. The Virginia Stock Corporation Act (“VASCA”) empowers a corporation to indemnify an individual made a party to a proceeding because he is or was a director against liability incurred in the proceeding if: (1) he conducted himself in good faith; and (2) he reasonably believed (i) in the case of conduct in his official capacity with the corporation, that his conduct was in its best interests; and (ii) in all other cases, that his conduct was at least not opposed to its best interests; and (3) in the case of any criminal proceeding, he had no reasonable cause to believe his conduct was unlawful. A corporation may not indemnify a director (1) in connection with a proceeding by or in the right of the corporation except for reasonable expenses incurred in connection with the proceeding if it is determined that the director has met the relevant standard in the preceding sentence; or (2) in connection with any other proceeding charging improper personal benefit to the director, whether or not involving action in his official capacity, in which he was

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adjudged liable on the basis that personal benefit was improperly received by him. Unless limited by its articles of incorporation, a corporation must indemnify a director who entirely prevails in the defense of any proceeding to which he was a party because he is or was a director of the corporation against reasonable expenses incurred by him in connection with the proceeding. Under the VASCA, a corporation may pay for or reimburse the reasonable expenses incurred by a director who is a party to a proceeding in advance of the final disposition of the proceeding if: (1) the director furnishes the corporation a written affirmation of his good faith belief that he has met the standard of conduct described in Section 13.1-697 of the VASCA; and (2) the director furnishes the corporation an undertaking, executed personally or on his behalf, to repay the advance if the director is not entitled to mandatory indemnification under Section 13.1-698 of the VASCA and it is ultimately determined that he did not meet the relevant standard of conduct. Unless a corporation’s articles of incorporation provide otherwise, the corporation may indemnify and advance expenses to an officer of the corporation to the same extent as to a director. A corporation may also purchase and maintain on behalf of a director or officer insurance against liabilities incurred in such capacities, whether or not the corporation would have the power to indemnify him against the same liability under the VASCA.

Cadmus Financial Distribution, Inc., Cadmus International Holdings, Inc., Cadmus Marketing Group, Inc., Cadmus Marketing, Inc., Cadmus Printing Group, Inc., Cadmus Technology Solutions, Inc., Cadmus UK, Inc., Cadmus/O’Keefe Marketing, Inc., Expert Graphics, Inc., and VSUB Holding Company

The articles of incorporation or bylaws of the above Virginia corporations permit or require indemnification of officers and directors.

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Cadmus Journal Services, Inc.

~~Item 21.~~

The bylaws of the above Virginia corporation do not provide for indemnification of officers or directors.

Item 21. Exhibits.

EXHIBIT INDEX

Exhibit No.

Exhibit

2.1

~~1.1~~	~~Purchase Agreement dated January 29, 2010, among Cenveo Corporation, Cenveo, Inc., the other guarantors named therein and the Initial Purchasers named therein.~~
~~2.1~~	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 Cenveo, Inc.’s current report on Form 8-K filed July 20, 2007.
4.1	Indenture dated as of February 4, 2004 between Mail-Well I Corporation, the Guarantors named therein 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 Cenveo, Inc.’s annual report on Form 10-K for the year ended December 31, 2003, filed February 27, 2004.
4.2	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 Cenveo, Inc.’s current report on Form 8-K filed June 27, 2006.
4.3	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 Cenveo, Inc.’s quarterly report on Form 10-Q for the quarter ended March 31, 2007, filed May 9, 2007.

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Exhibit No.	Exhibit
4.4	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 Cenveo, Inc.’s quarterly report on Form 10-Q for the quarter ended June 30, 2007, filed August 8, 2007.
4.5	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 Cenveo, Inc.’s quarterly report on Form 10-Q for the quarter ended September 29, 2007, filed November 8, 2007.
4.6	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 Cenveo, Inc.’s quarterly report on Form 10-Q for the quarter ended June 28, 2008, filed August 7, 2008.
4.7	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—incorporated by reference to Exhibit 4.8 to Cenveo, Inc.’s quarterly report on Form 10-Q for the quarter ended September 27, 2008, filed November 5, 2008.

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~~Exhibit No.~~

~~Exhibit~~

4.8	Eighth Supplemental Indenture, dated as of October 15, 2009 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 4.1 to Cenveo, Inc.’s current report on Form 8-K filed October 16, 2009.
4.9	Ninth Supplemental Indenture, dated as of December 21, 2010 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 4.9 to Cenveo, Inc.’s annual report on Form 10-K filed for the year ended January 1, 2011, filed March 2, 2011. ~~4.9~~
4.10	Tenth Supplemental Indenture, dated as of March 2, 2011 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 4.1 to Cenveo, Inc.’s quarterly report on Form 10-Q for the quarter ended April 2, 2011, filed May 11, 2011.
4.11	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~~ 4.12	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, Mack Printing, LLC 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.

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Exhibit No.	Exhibit
~~4.11~~4.13	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 July 1, 2006, filed September 13, 2006.
~~4.12~~ 4.14	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 Cenveo, Inc.’s quarterly report on Form 10-Q for the quarter ended March 31, 2007, filed May 9, 2007.
~~4.13~~ 4.15	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 Cenveo, Inc.’s quarterly report on Form 10-Q for the quarter ended June 30, 2007, filed August 8, 2007.
~~4.14~~ 4.16	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 Cenveo, Inc.’s quarterly report on Form 10-Q for the quarter ended September 29, 2007, filed November 8, 2007.
~~4.15~~ 4.17	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 Cenveo, Inc.’s annual report on Form 10-K for the year ended December 29, 2007, filed on March 28, 2008.

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~~Exhibit No.~~

~~Exhibit~~

~~4.16~~ 4.18	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 Cenveo, Inc.’s quarterly report on Form 10-Q for the quarter ended June 28, 2008, filed on August 7, 2008.
~~4.17~~ 4.19	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—incorporated by reference to Exhibit 4.18 to Cenveo, Inc.’s quarterly report on Form 10-Q for the quarter ended September 27, 2008, filed November 5, 2008.
~~4.18~~ 4.20	Ninth Supplemental Indenture, dated as of October 15, 2009, 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 4.2 to Cenveo, Inc.’s current report on Form 8-K filed October 16, 2009.

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Exhibit No.	Exhibit
~~4.19~~4.21	Tenth Supplemental Indenture, dated as of December 21, 2010, to the Indenture dated as of June ~~13, 2008, between~~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 ~~10½~~8⅜% Senior Subordinated Notes due 2014—incorporated by reference to Exhibit 4.20 to Cenveo, Inc.’s annual report on Form 10-K for the year ended January 1, 2011, filed March 2, 2011.
4.22	Eleventh Supplemental Indenture, dated as of March 2, 2011, to the Indenture dated as of June 15, 2004, among Cenveo ~~Corporation—~~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 4.22 to Cenveo, Inc.’s quarterly report on Form 10-Q for the quarter ended April 2, 2011, filed May 11, 2011.
4.23	Twelfth Supplemental Indenture, dated as of March 28, 2012, 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 4.1 to Cenveo, Inc.’s current report on Form 8-K filed ~~June 13, 2008.~~March 30, 2012.
~~4.20~~ 4.24	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 Cenveo, Inc.’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—incorporated by reference to Exhibit 4.21 to Cenveo, Inc.’s quarterly report on Form 10-Q for the quarter ended September 27, 2008, filed November 5, 2008.
~~4.22~~	Second Supplemental Indenture, dated as of October 15, 2009, 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—incorporated by reference to Exhibit 4.3 to Cenveo, Inc.’s current report on Form 8-K filed October 16, 2009.
~~4.23~~	Registration Rights Agreement dated as of 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 Cenveo, Inc.’s current report on Form 8-K dated (date of earliest event reported) June 9, 2008, filed June 13, 2008.
~~4.24~~	Indenture dated as of February 5, 2010 among Cenveo Corporation, the Guarantors named therein and Wells Fargo Bank, National Association, as ~~Trustee—~~Trustee, relating to the 8⅞% Notes of Cenveo Corporation—incorporated by reference to Exhibit 4.1 to ~~Cenveo, Inc.’s~~registrant’s current report on Form 8-K filed February 9, 2010.
4.25	First Supplemental Indenture, dated as of December 21, 2010, to the Indenture dated as of February 5, 2010 among Cenveo Corporation, the Guarantors named therein and Wells Fargo Bank, National Association, as Trustee, relating to the 8⅞% Notes of Cenveo Corporation—incorporated by reference to Exhibit 4.28 to registrant’s annual report on Form 10-K for the year ended January 1, 2011, filed March 2, 2011. ~~4.25~~
4.26	Second Supplemental Indenture, dated as of March 2, 2011, to the Indenture dated as of February 5, 2010 among Cenveo Corporation, the Guarantors named therein and Wells Fargo Bank, National Association, as Trustee, relating to the 8⅞% Notes of Cenveo Corporation—incorporated by reference to Exhibit 4.32 to registrant’s quarterly report on Form 10-Q for the quarter ended April 2, 2011, filed May 11, 2011.
4.27	Form of Guarantee issued by Cenveo, Inc. and the other Guarantors named ~~therein—~~therein relating to the 8⅞% Notes of Cenveo Corporation—incorporated by reference to Exhibit 4.2 to registrant’s current report on Form 8-K filed February 9, 2010.
4.28	Form of Note issued by Cenveo Corporation—incorporated by reference to Exhibit 4.2 to Cenveo, Inc.’s current report on Form 8-K filed February 9, 2010.
~~4.26~~ 4.29	Registration Rights Agreement dated as of February 5, 2010 among Cenveo Corporation, Cenveo, Inc., the other Guarantors named therein and the initial purchasers named therein—incorporated by reference to Exhibit 4.3 to Cenveo, Inc.’s current report on Form 8-K filed February 9, 2010.
~~4.27~~ 4.30	Intercreditor Agreement dated as of February 5, 2010 among Cenveo Corporation, Cenveo, Inc., the grantors named therein, Wells Fargo Bank, National Association, as second lien collateral agent, Bank of America, N.A., as first lien agent and control agent—incorporated by reference to Exhibit 4.4 to Cenveo, Inc.’s current report on Form 8-K filed February 9, 2010.

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Exhibit No.

Exhibit

~~4.28~~4.31	Second Lien Pledge and Security Agreement dated as of February 5, 2010 among Cenveo Corporation, Cenveo, Inc., the other grantors named therein and Wells Fargo Bank, National Association, as collateral agent—incorporated by reference to Exhibit 4.28 to Cenveo, Inc.’s annual report on Form 10-K for the year ended January 2, 2010 filed March 3, 2010.
~~4.29~~ 4.32	Second Lien Intellectual Property Security Agreement dated as of February 5, 2010 among Cenveo Corporation, Cenveo, Inc., the other grantors named therein and Wells Fargo Bank, National Association, as collateral agent—incorporated by reference to Exhibit 4.29 to Cenveo, Inc.’s annual report on Form 10-K for the year ended January 2, 2010 filed March 3, 2010.
~~4.30~~ 4.33	~~Form~~Indenture dated as of ~~Note issued by~~March 28, 2012 among Cenveo Corporation, the Guarantors named therein and U.S. Bank National Association, as Trustee, relating to the 11½% Senior Notes due 2017 of Cenveo Corporation—incorporated by reference to Exhibit ~~4.2~~4.3 to registrant’s current report on Form 8-K filed March 30, 2012.
4.34	Form of Guarantee issued by Cenveo, Inc. and the other guarantors named therein relating to the 11½% Notes—incorporated by reference to Exhibit 4.4 to registrant’s current report on Form 8-K filed March 30, 2012.
4.35	Registration Rights Agreement dated as of March 28, 2012 among Cenveo Corporation, Cenveo, Inc., the other Guarantors named therein and the initial purchasers named therein—incorporated by reference to Exhibit 4.7 to Cenveo, Inc.’s current report on Form 8-K filed ~~February 9, 2010.~~March 30, 2012.
4.36	Indenture dated as of March 28, 2012 among Cenveo Corporation, the Guarantors named therein and U.S. Bank National Association, as Trustee, relating to the 7.00% Senior Exchangeable Notes due 2017 of Cenveo Corporation—incorporated by reference to Exhibit 4.5 to registrant’s current report on Form 8-K filed March 30, 2012. ~~5.1~~
4.37	Form of Guarantee issued by Cenveo, Inc. and the other guarantors named therein relating to the 7.00% Notes—incorporated by reference to Exhibit 4.6 to registrant’s current report on Form 8-K filed March 30, 2012.
5.1	Opinion of ~~Timothy M. Davis,~~Ian Scheinmann, Esq.
5.2	Opinion of Hughes Hubbard & Reed LLP ~~12.1~~
5.3	Opinion of Davis Graham & Stubbs LLP
5.4	Opinion of DLA Piper LLP (US)
5.5	Opinion of Bose McKinney & Evans LLP
5.6	Opinion of Stewart McKelvey
12.1	Statement regarding computation of ratio of earnings to fixed ~~charges.~~charges
23.1	Consent of ~~Timothy M. Davis~~Ian Scheinmann (included in Exhibit 5.1).
23.2	Consent of ~~Deloitte~~Hughes Hubbard & ~~Touche LLP.~~Reed LLP (included in Exhibit 5.2)
23.3	Consent of Davis Graham & Stubbs LLP (included in Exhibit 5.3) ~~23.3~~
23.4	Consent of DLA Piper LLP (US) (included in Exhibit 5.4)
23.5	Consent of Bose McKinney & Evans LLP (included in Exhibit 5.5)
23.6	Consent of Stewart McKelvey (included in Exhibit 5.6)
23.7	Consent of Grant Thornton ~~LLP.~~LLP
24.1	Powers of Attorney (included on signature pages to this registration statement).
25.1	Form T-1 Statement of Eligibility under Trust Indenture Act of 1939 of ~~Wells Fargo~~U.S. Bank National Association.
99.1	Form of Letter of Transmittal
99.2	Form of Notice of Guaranteed Delivery

~~Item 22.~~

Item 22. Undertakings.

(a) The undersigned Registrant hereby undertakes that, for purposes of determining any liability under the Securities Act of 1933, each filing of the Registrant’s annual report pursuant to Section 13(a) or Section 15(d) of the Securities Exchange Act of 1934 (and, where applicable, each filing of an employee benefit plan’s annual report pursuant to Section 15(d) of the Securities Exchange Act of 1934) 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.

(b) Insofar as indemnification for liabilities arising under the Securities Act of 1933 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 Commission such indemnification is against public policy as expressed in the Securities Act of 1933 and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the Registrant of expenses

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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 of whether such indemnification by it is against public policy as expressed in the Securities Act of 1933 and will be governed by the final adjudication of such issue.

(c) The undersigned Registrant hereby undertakes to respond to requests for information that is incorporated by reference into the prospectus pursuant to Item 4, 10(b), 11 or 13 of this Form, within one business day of receipt of such request, and to send the incorporated documents by first class mail or other equally prompt means. This includes information contained in documents filed subsequent to the effective date of the registration statement through the date of responding to the request.

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(d) The undersigned Registrant hereby undertakes to supply by means of a post-effective amendment all information concerning a transaction, and the company being acquired involved therein, that was not the subject of and included in the registration statement when it became effective.

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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-4 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, on the ~~25th~~13th day of ~~February, 2010.~~April, 2012.

CENVEO, INC.

By:	/s/ Mark S. Hiltwein
	Name:	Mark S. Hiltwein
	Title:	Chief Financial Officer

POWER OF ATTORNEY

Each person whose signature appears below constitutes and appoints ~~Timothy M. Davis~~Robert G. Burton, Jr., and Mark S. Hiltwein his or her true and lawful agent, proxy and attorney-in-fact, each acting alone, with full power of substitution and resubstitution, for him and in his name, place and stead, in any and all capacities, to (i) act on, sign, and file with the SEC any and all amendments (including post-effective amendments) to this registration statement together with all schedules and exhibits thereto, (ii) act on, sign and file such certificates, instruments, agreements and other documents as may be necessary or appropriate in connection therewith, (iii) act on and file any supplement to any prospectus included in this registration statement or any such amendment or any subsequent registration statement filed pursuant to Rule 462(b) under the Securities Act, and (iv) take any and all actions which may be necessary or appropriate to be done, as fully for all intents and purposes as he might or could do in person, hereby approving, ratifying and confirming all that such agent, proxy and attorney-in-fact or any of his substitutes may lawfully do or cause to be done by virtue thereof.

IN WITNESS WHEREOF, each person whose signature appears below has executed this Power of Attorney as of the date indicated.

Pursuant to the requirements of the Securities Act of 1933, as amended, this registration statement has been signed by the following persons in the capacities and on the dates indicated.

Signature	Capacity	Date

~~/s/~~/s/ Robert G. Burton, Sr.	Chairman of the Board and Chief Executive Officer (Principal Executive Officer)	~~February 25, 2010~~April 13, 2012
Robert G. Burton, Sr.
~~/s/~~/s/ Mark S. Hiltwein	Chief Financial Officer (Principal Financial Officer and Principal Accounting Officer)	~~February 25, 2010~~ April 13, 2012
Mark S. Hiltwein
/s/ Gerald S. Armstrong	Director	~~February 25, 2010~~ April 13, 2012
Gerald S. Armstrong
~~/s/~~/s/ Leonard C. Green	Director	~~February 25, 2010~~ April 13, 2012
Leonard C. Green
~~/s/~~/s/ Mark J. Griffin	Director	~~February 25, 2010~~ April 13, 2012
Mark J. Griffin
~~/s/~~/s/ Robert B. Obernier	Director	~~February 25, 2010~~ April 13, 2012
Robert B. Obernier

[Signature Page to S-4]

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SIGNATURES

CENVEO CORPORATION

By:	/s/ Mark S. Hiltwein
	Name:	Mark S. Hiltwein
	Title:	Chief Financial Officer

POWER OF ATTORNEY

Each person whose signature appears below constitutes and appoints ~~Timothy M. Davis~~Robert G. Burton, Jr., and Mark S. Hiltwein his true and lawful agent, proxy and attorney-in-fact, each acting alone, with full power of substitution and resubstitution, for him and in his name, place and stead, in any and all capacities, to (i) act on, sign, and file with the SEC any and all amendments (including post-effective amendments) to this registration statement together with all schedules and exhibits thereto, (ii) act on, sign and file such certificates, instruments, agreements and other documents as may be necessary or appropriate in connection therewith, (iii) act on and file any supplement to any prospectus included in this registration statement or any such amendment or any subsequent registration statement filed pursuant to Rule 462(b) under the Securities Act, and (iv) take any and all actions which may be necessary or appropriate to be done, as fully for all intents and purposes as he might or could do in person, hereby approving, ratifying and confirming all that such agent, proxy and attorney-in-fact or any of his substitutes may lawfully do or cause to be done by virtue thereof.

IN WITNESS WHEREOF, each person whose signature appears below has executed this Power of Attorney as of the date indicated.

Pursuant to the requirements of the Securities Act of 1933, as amended, this registration statement has been signed by the following persons in the capacities and on the dates indicated.

Signature	Capacity	Date

/s/ Robert G. Burton, Sr.	Chief Executive Officer and Director (Principal Executive Officer)	~~March 4, 2010~~April 13, 2012
Robert G. Burton, Sr.
/s/ Mark S. Hiltwein	Chief Financial Officer and Director (Principal Financial Officer and Principal Accounting Officer)	~~March 4, 2010~~ April 13, 2012
Mark S. Hiltwein

[Signature Page to S-4]

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SIGNATURES

EACH OF ENTITIES LISTED ON SCHEDULE A

By:	/s/ Mark S. Hiltwein
	Name:	Mark S. Hiltwein
	Title:	Chief Financial Officer

POWER OF ATTORNEY

IN WITNESS WHEREOF, each person whose signature appears below has executed this Power of Attorney as of the date indicated.

Pursuant to the requirements of the Securities Act of 1933, as amended, this registration statement has been signed by the following persons in the capacities and on the dates indicated.

Signature	Capacity	Date

/s/ Robert G. Burton, Sr.	Chief Executive Officer and Director (Principal Executive Officer)	~~March 4, 2010~~April 13, 2012
Robert G. Burton, Sr.
/s/ Mark S. Hiltwein	Chief Financial Officer and Director (Principal Financial Officer and Principal Accounting Officer)	~~March 4, 2010~~ April 13, 2012
Mark S. Hiltwein

[Signature Page to S-4]

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SIGNATURES

~~EACH OF THE ENTITIES LISTED ON SCHEDULE B~~CENVEO GOVERNMENT PRINTING, INC.

By:	/s/ Mark S. Hiltwein
	Name:	Mark S. Hiltwein
	Title:	Chief Financial Officer

POWER OF ATTORNEY

IN WITNESS WHEREOF, each person whose signature appears below has executed this Power of Attorney as of the date indicated.

Pursuant to the requirements of the Securities Act of 1933, as amended, this registration statement has been signed by the following persons in the capacities and on the dates indicated.

Signature	Capacity	Date

/s/ Robert G. Burton, Sr.	Chairman and Director (Principal Executive Officer)	April 13, 2012
Robert G. Burton, Sr.
/s/ Mark S. Hiltwein	Chief Financial Officer and Director (Principal Financial Officer and Principal Accounting Officer)	April 13, 2012
Mark S. Hiltwein

[Signature Page to S-4]

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SIGNATURES

EACH OF THE ENTITIES LISTED ON SCHEDULE B

By:	/s/ Mark S. Hiltwein
	Name:	Mark S. Hiltwein
	Title:	Chief Financial Officer

POWER OF ATTORNEY

Each person whose signature appears below constitutes and appoints Robert G. Burton, Jr., and Mark S. Hiltwein his or her true and lawful agent, proxy and attorney-in-fact, each acting alone, with full power of substitution and resubstitution, for him and in his name, place and stead, in any and all capacities, to (i) act on, sign, and file with the SEC any and all amendments (including post-effective amendments) to this registration statement together with all schedules and exhibits thereto, (ii) act on, sign and file such certificates, instruments, agreements and other documents as may be necessary or appropriate in connection therewith, (iii) act on and file any supplement to any prospectus included in this registration statement or any such amendment or any subsequent registration statement filed pursuant to Rule 462(b) under the Securities Act, and (iv) take any and all actions which may be necessary or appropriate to be done, as fully for all intents and purposes as he might or could do in person, hereby approving, ratifying and confirming all that such agent, proxy and attorney-in-fact or any of his substitutes may lawfully do or cause to be done by virtue thereof.

IN WITNESS WHEREOF, each person whose signature appears below has executed this Power of Attorney as of the date indicated.

Pursuant to the requirements of the Securities Act of 1933, as amended, this registration statement has been signed by the following persons in the capacities and on the dates indicated.

Signature	Capacity	Date

/s/ Robert G. Burton, Sr.	Chief Executive Officer (Principal Executive Officer)	~~March 4, 2010~~April 13, 2012
Robert G. Burton, Sr.
/s/ Mark S. Hiltwein	Chief Financial Officer (Principal Financial Officer and Principal Accounting Officer)	~~March 4, 2010~~ April 13, 2012
Mark S. Hiltwein
~~/s/~~/s/ Mark S. Hiltwein	Sole Member	~~March 4, 2010~~April 13, 2012
~~Commercial Envelope Manufacturing Co., Inc.by~~ Cenveo Corporation by Mark S. Hiltwein, Chief Financial Officer

[Signature Page to S-4]

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SIGNATURES

EACH OF THE ENTITIES LISTED ON SCHEDULE C

By:	/s/ Mark S. Hiltwein
	Name:	Mark S. Hiltwein
	Title:	Chief Financial Officer

POWER OF ATTORNEY

IN WITNESS WHEREOF, each person whose signature appears below has executed this Power of Attorney as of the date indicated.

Pursuant to the requirements of the Securities Act of 1933, as amended, this registration statement has been signed by the following persons in the capacities and on the dates indicated.

Signature	Capacity	Date

/s/ Robert G. Burton, Sr.	Chairman and Manager (Principal Executive Officer)	April 13, 2012
Robert G. Burton, Sr.
/s/ Mark S. Hiltwein	Chief Financial Officer and Manager (Principal Financial Officer and Principal Accounting Officer)	April 13, 2012
Mark S. Hiltwein

[Signature Page to S-4]

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SIGNATURES

EACH OF THE ENTITIES LISTED ON SCHEDULE D

By:	/s/ Mark S. Hiltwein
	Name:	Mark S. Hiltwein
	Title:	Chief Financial Officer

POWER OF ATTORNEY

IN WITNESS WHEREOF, each person whose signature appears below has executed this Power of Attorney as of the date indicated.

Pursuant to the requirements of the Securities Act of 1933, as amended, this registration statement has been signed by the following persons in the capacities and on the dates indicated.

Signature	Capacity	Date

/s/ Robert G. Burton, Sr.	Chief Executive Officer and Director (Principal Executive Officer)	April 13, 2012
Robert G. Burton, Sr.
/s/ Mark S. Hiltwein	Chief Financial Officer and Director (Principal Financial Officer and Principal Accounting Officer)	April 13, 2012
Mark S. Hiltwein
/s/ Robert G. Burton, Jr.	Director	April 13, 2012
Robert G. Burton, Jr.

[Signature Page to S-4]

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SIGNATURES

COMMERCIAL ENVELOPE MANUFACTURING CO., INC.

By:	/s/ Mark S. Hiltwein
	Name:	Mark S. Hiltwein
	Title:	Chief Financial Officer

POWER OF ATTORNEY

IN WITNESS WHEREOF, each person whose signature appears below has executed this Power of Attorney as of the date indicated.

Pursuant to the requirements of the Securities Act of 1933, as amended, this registration statement has been signed by the following persons in the capacities and on the dates indicated.

Signature	Capacity	Date

/s/ Robert G. Burton, Sr.	Chief Executive Officer and Director (Principal Executive Officer)	April 13, 2012
Robert G. Burton, Sr.
/s/ Mark S. Hiltwein	Chief Financial Officer and Director (Principal Financial Officer and Principal Accounting Officer)	April 13, 2012
Mark S. Hiltwein
/s/ Robert G. Burton, Jr.	Director	April 13, 2012
Robert G. Burton, Jr.
/s/ Ian R. Scheinmann	Director	April 13, 2012
Ian R. Scheinmann

[Signature Page to S-4]

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SIGNATURES

CENVEO CEM, LLC

By:	/s/ Mark S. Hiltwein
	Name:	Mark S. Hiltwein
	Title:	Chief Financial Officer

POWER OF ATTORNEY

IN WITNESS WHEREOF, each person whose signature appears below has executed this Power of Attorney as of the date indicated.

Pursuant to the requirements of the Securities Act of 1933, as amended, this registration statement has been signed by the following persons in the capacities and on the dates indicated.

Signature	Capacity	Date

/s/ Robert G. Burton, Sr.	Chief Executive Officer (Principal Executive Officer)	~~March 4, 2010~~April 13, 2012
Robert G. Burton, Sr.
/s/ Mark S. Hiltwein	Chief Financial Officer (Principal Financial Officer and Principal Accounting Officer)	~~March 4, 2010~~ April 13, 2012
Mark S. Hiltwein
~~/s/~~/s/ Mark S. Hiltwein	~~Sole~~ Member	~~March 4, 2010~~ April 13, 2012
Cenveo Corporation by Mark S. Hiltwein, Chief Financial Officer

/s/ Mark S. Hiltwein

Member April 13, 2012

RX JV Holding, Inc. by Mark S. Hiltwein,

Chief Financial Officer

[Signature Page to S-4]

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SIGNATURES

EACH OF THE ENTITIES LISTED ON SCHEDULE DE

By:	/s/ Mark S. Hiltwein
	Name:	Mark S. Hiltwein
	Title:	Chief Financial Officer

POWER OF ATTORNEY

Each person whose signature appears below constitutes and appoints Timothy M. Davis and Mark S. Hiltwein his or her true and lawful agent, proxy and attorney-in-fact, each acting alone, with full power of substitution and resubstitution, for him and in his name, place and stead, in any and all capacities, to (i) act on, sign, and file with the SEC any and all amendments (including post-effective amendments) to this registration statement together with all schedules and exhibits thereto, (ii) act on, sign and file such certificates, instruments, agreements and other documents as may be necessary or appropriate in connection therewith, (iii) act on and file any supplement to any prospectus included in this registration statement or any such amendment or any subsequent registration statement filed pursuant to Rule 462(b) under the Securities Act, and (iv) take any and all actions which may be necessary or appropriate to be done, as fully for all intents and purposes as he might or could do in person, hereby approving, ratifying and confirming all that such agent, proxy and attorney-in-fact or any of his substitutes may lawfully do or cause to be done by virtue thereof.

~~IN WITNESS WHEREOF, each person whose signature appears below has executed this Power of Attorney as of the date indicated.~~

~~Pursuant to the requirements of the Securities Act of 1933, as amended, this registration statement has been signed by the following persons in the capacities and on the dates indicated.~~

~~Signature~~	~~Capacity~~	~~Date~~

~~/s/ Robert G. Burton, Sr.~~	~~Chief Executive Officer and Manager~~ ~~(Principal Executive Officer)~~	~~March 4, 2010~~
~~Robert G. Burton, Sr.~~
~~/s/ Mark S. Hiltwein~~	~~Chief Financial Officer and Manager~~ ~~(Principal Financial Officer and Principal Accounting Officer)~~	~~March 4, 2010~~
~~Mark S. Hiltwein~~

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~~SIGNATURES~~

~~CENVEO CEM, LLC~~

~~By:~~	~~/s/ Mark S. Hiltwein~~
	~~Name:~~	~~Mark S. Hiltwein~~
	~~Title:~~	~~Chief Financial Officer~~

~~POWER OF ATTORNEY~~

~~IN WITNESS WHEREOF, each person whose signature appears below has executed this Power of Attorney as of the date indicated.~~

~~Pursuant to the requirements of the Securities Act of 1933, as amended, this registration statement has been signed by the following persons in the capacities and on the dates indicated.~~

~~Signature~~	~~Capacity~~	~~Date~~

~~/s/ Robert G. Burton, Sr.~~	~~Chief Executive Officer~~ ~~(Principal Executive Officer)~~	~~March 4, 2010~~
~~Robert G. Burton, Sr.~~
~~/s/ Mark S. Hiltwein~~	~~Chief Financial Officer~~ ~~(Principal Financial Officer and Principal Accounting Officer)~~	~~March 4, 2010~~
~~Mark S. Hiltwein~~
~~/s/ Mark S. Hiltwein~~	~~Member~~	~~March 4, 2010~~
~~Cenveo Corporation by Mark S. Hiltwein,~~ ~~Chief Financial Officer~~
~~/s/ Mark S. Hiltwein~~	~~Member~~	~~March 4, 2010~~
~~RX JV Holding, Inc. by Mark S. Hiltwein,~~ ~~Chief Financial Officer~~

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~~SIGNATURES~~

~~EACH OF THE ENTITIES LISTED ON SCHEDULE E~~

~~By:~~	~~/s/ Mark S. Hiltwein~~
	~~Name:~~	~~Mark S. Hiltwein~~
	~~Title:~~	~~Chief Financial Officer~~

~~POWER OF ATTORNEY~~

~~Each person whose signature appears below constitutes and appoints Timothy M. Davis~~Robert G. Burton, Jr., and Mark S. Hiltwein his or her true and lawful agent, proxy and attorney-in-fact, each acting alone, with full power of substitution and resubstitution, for him and in his name, place and stead, in any and all capacities, to (i) act on, sign, and file with the SEC any and all amendments (including post-effective amendments) to this registration statement together with all schedules and exhibits thereto, (ii) act on, sign and file such certificates, instruments, agreements and other documents as may be necessary or appropriate in connection therewith, (iii) act on and file any supplement to any prospectus included in this registration statement or any such amendment or any subsequent registration statement filed pursuant to Rule 462(b) under the Securities Act, and (iv) take any and all actions which may be necessary or appropriate to be done, as fully for all intents and purposes as he might or could do in person, hereby approving, ratifying and confirming all that such agent, proxy and attorney-in-fact or any of his substitutes may lawfully do or cause to be done by virtue thereof.

IN WITNESS WHEREOF, each person whose signature appears below has executed this Power of Attorney as of the date indicated.

Pursuant to the requirements of the Securities Act of 1933, as amended, this registration statement has been signed by the following persons in the capacities and on the dates indicated.

Signature	Capacity	Date

/s/ Robert G. Burton, Sr.	Sole Manager and Chief Executive Officer (Principal Executive Officer)	~~March 4, 2010~~April 13, 2012
Robert G. Burton, Sr.
/s/ Mark S. Hiltwein	Chief Financial Officer (Principal Financial Officer and Principal Accounting Officer)	~~March 4, 2010~~ April 13, 2012
Mark S. Hiltwein

[Signature Page to S-4]

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SIGNATURES

DISCOUNT LABELS, LLC

By:	/s/ Mark S. Hiltwein
	Name:	Mark S. Hiltwein
	Title:	Chief Financial Officer

POWER OF ATTORNEY

IN WITNESS WHEREOF, each person whose signature appears below has executed this Power of Attorney as of the date indicated.

Pursuant to the requirements of the Securities Act of 1933, as amended, this registration statement has been signed by the following persons in the capacities and on the dates indicated.

Signature	Capacity	Date

/s/ Robert G. Burton, Sr.	~~Chief Executive Officer and Director~~Chairman (Principal Executive Officer)	~~March 4, 2010~~April 13, 2012
Robert G. Burton, Sr.
/s/ Mark S. Hiltwein	Chief Financial Officer ~~and Director~~ (Principal Financial Officer and Principal Accounting Officer)	~~March 4, 2010~~ April 13, 2012
Mark S. Hiltwein
~~/s/~~/s/ Mark S. Hiltwein	Sole Member	~~March 4, 2010~~ April 13, 2012
Cenveo Corporation, by Mark S. Hiltwein, Chief Financial Officer

[Signature Page to S-4]

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SIGNATURES

CRX JV, LLC

By:	/s/ Mark S. Hiltwein
	Name:	Mark S. Hiltwein
	Title:	Chief Financial Officer

POWER OF ATTORNEY

IN WITNESS WHEREOF, each person whose signature appears below has executed this Power of Attorney as of the date indicated.

Pursuant to the requirements of the Securities Act of 1933, as amended, this registration statement has been signed by the following persons in the capacities and on the dates indicated.

Signature	Capacity	Date

/s/ Robert G. Burton, Sr.	Chief Executive Officer (Principal Executive Officer)	~~March 4, 2010~~April 13, 2012
Robert G. Burton, Sr.
/s/ Mark S. Hiltwein	Chief Financial Officer (Principal Financial Officer and Principal Accounting Officer)	~~March 4, 2010~~ April 13, 2012
Mark S. Hiltwein
/s/ Mark S. Hiltwein	Member	~~March 4, 2010~~ April 13, 2012
Cenveo Corporation, by Mark S. Hiltwein, Chief Financial Officer
/s/ Mark S. Hiltwein	Member	~~March 4, 2010~~ April 13, 2012
Discount Labels, LLC, by Mark S. Hiltwein, Chief Financial Officer
/s/ Mark S. Hiltwein	Member	~~March 4, 2010~~ April 13, 2012
RX JV Holding, Inc., by Mark S. Hiltwein, Chief Financial Officer

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~~SIGNATURES~~

~~Pursuant~~[Signature Page 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-4 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, on the 4th day of March, 2010.

~~CENVEO ALBERTA FINANCE LIMITED PARTNERSHIP~~

~~By:~~	~~/s/ Mark S. Hiltwein~~
	~~Name:~~	~~Mark S. Hiltwein~~
	~~Title:~~	~~Chief Financial Officer~~

~~POWER OF ATTORNEY~~

~~IN WITNESS WHEREOF, each person whose signature appears below has executed this Power of Attorney as of the date indicated.~~

~~Pursuant to the requirements of the Securities Act of 1933, as amended, this registration statement has been signed by the following persons in the capacities and on the dates indicated.~~

~~Signature~~	~~Capacity~~	~~Date~~

~~/s/ Mark S. Hiltwein~~	~~President and~~ ~~Chief Financial Officer~~ ~~(Principal Executive Officer, Principal Financial Officer and Principal Accounting Officer)~~	~~March 4, 2010~~
~~Mark S. Hiltwein~~
~~/s/ Mark S. Hiltwein~~	~~General Partner~~	~~March 4, 2010~~
~~Cenveo Corporation, by Mark S. Hiltwein~~

S-4]

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Schedule A

CADMUS DELAWARE, INC.

CADMUS DIRECT MARKETING, INC.

CADMUS FINANCIAL DISTRIBUTION, INC.

CADMUS INTERACTIVE, INC.

CADMUS INTERNATIONAL HOLDINGS, INC.

CADMUS JOURNAL SERVICES, INC.

CADMUS MARKETING GROUP, INC.

CADMUS MARKETING, INC.

CADMUS/O'KEEFE MARKETING, INC.

CADMUS PRINTING GROUP, INC.

CADMUS TECHNOLOGY SOLUTIONS, INC.

CADMUS UK, INC.

CENVEO CEM, INC.

CENVEO ~~GOVERNMENT PRINTING, INC.~~

~~CENVEO~~ MCLAREN MORRIS & TODD COMPANY

CMS GILBRETH PACKAGING SYSTEMS, INC.

CNMW INVESTMENTS, INC.

COLORHOUSE CHINA, ~~INC.~~

~~COMMERCIAL ENVELOPE MANUFACTURING CO.,~~ INC.

CRX HOLDING, INC.

EXPERT GRAPHICS, INC.

~~GARAMOND/PRIDEMARK PRESS,~~IMPAXX, INC.

MADISON/GRAHAM COLORGRAPHICS, INC.

MADISON/GRAHAM COLORGRAPHICS INTERSTATE SERVICES, INC.

NASHUA CORPORATION

NASHUA INTERNATIONAL, INC.

OLD TSI, INC.

PC INK CORP.

~~PORT CITY PRESS,~~CENVEO NIC, INC.

~~PRINTEGRA CORPORATION~~

~~REX CORPORATION~~

RX JV HOLDING, INC.

RX TECHNOLOGY CORP.

SCIENCE CRAFTSMAN INCORPORATED

~~VAUGHAN PRINTERS INCORPORATED~~

VSUB HOLDING COMPANY

WASHBURN GRAPHICS, INC.

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Schedule B

~~BERLIN & JONES CO.,~~136 EASTPORT ROAD, LLC

~~HEINRICH~~ ENVELOPE PRODUCT GROUP, LLC

LIGHTNING LABELS, LLC

REX 2010, LLC

Schedule C

~~LIGHTNING LABELS, LLC~~

~~136 EASTPORT ROAD, LLC~~

~~Schedule D~~

CADMUS INVESTMENTS, LLC

CDMS MANAGEMENT, LLC

CENVEO OMEMEE LLC

Schedule D

GARAMOND/PRIDEMARK PRESS, INC.

PORT CITY PRESS, INC.

VAUGHAN PRINTERS INCORPORATED

Schedule E

CENVEO COMMERCIAL ~~OHIO, LLC~~

~~CENVEO RESALE~~ OHIO, LLC

CENVEO SERVICES LLC

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EXHIBIT INDEX

Exhibit No.

Exhibit

~~1.1~~2.1	~~Purchase Agreement dated January 29, 2010, among Cenveo Corporation, Cenveo, Inc., the other guarantors named therein and the Initial Purchasers named therein.~~
~~2.1~~	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 Cenveo, Inc.’s current report on Form 8-K filed July 20, 2007.
4.1	Indenture dated as of February 4, 2004 between Mail-Well I Corporation, the Guarantors named therein 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 Cenveo, Inc.’s annual report on Form 10-K for the year ended December 31, 2003, filed February 27, 2004.
4.2	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 Cenveo, Inc.’s current report on Form 8-K filed June 27, 2006.
4.3	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 Cenveo, Inc.’s quarterly report on Form 10-Q for the quarter ended March 31, 2007, filed May 9, 2007.
4.4	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 Cenveo, Inc.’s quarterly report on Form 10-Q for the quarter ended June 30, 2007, filed August 8, 2007.
4.5	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 Cenveo, Inc.’s quarterly report on Form 10-Q for the quarter ended September 29, 2007, filed November 8, 2007.
4.6	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 Cenveo, Inc.’s quarterly report on Form 10-Q for the quarter ended June 28, 2008, filed August 7, 2008.
4.7	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—incorporated by reference to Exhibit 4.8 to Cenveo, Inc.’s quarterly report on Form 10-Q for the quarter ended September 27, 2008, filed November 5, 2008.
4.8	Eighth Supplemental Indenture, dated as of October 15, 2009 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 4.1 to Cenveo, Inc.’s current report on Form 8-K filed October 16, 2009.

~~II-27~~

BACK

Exhibit No.

Exhibit

4.9

Ninth Supplemental Indenture, dated as of December 21, 2010 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 4.9 to Cenveo, Inc.’s annual report on Form 10-K filed for the year ended January 1, 2011, filed March 2, 2011.
~~4.9~~4.10	Tenth Supplemental Indenture, dated as of March 2, 2011 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 4.1 to Cenveo, Inc.’s quarterly report on Form 10-Q for the quarter ended April 2, 2011, filed May 11, 2011.
4.11	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~~ 4.12	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, Mack Printing, LLC 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.
~~4.11~~ 4.13	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 July 1, 2006, filed September 13, 2006.
~~4.12~~ 4.14	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 Cenveo, Inc.’s quarterly report on Form 10-Q for the quarter ended March 31, 2007, filed May 9, 2007.
~~4.13~~ 4.15	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 Cenveo, Inc.’s quarterly report on Form 10-Q for the quarter ended June 30, 2007, filed August 8, 2007.
~~4.14~~ 4.16	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 Cenveo, Inc.’s quarterly report on Form 10-Q for the quarter ended September 29, 2007, filed November 8, 2007.
~~4.15~~ 4.17	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 Cenveo, Inc.’s annual report on Form 10-K for the year ended December 29, 2007, filed on March 28, 2008.

BACK

Exhibit No.

Exhibit

~~4.16~~4.18

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 Cenveo, Inc.’s quarterly report on Form 10-Q for the quarter ended June 28, 2008, filed on August 7, 2008.

~~II-28~~

~~BACK~~

~~Exhibit No.~~

4.19

~~Exhibit~~

~~4.17~~	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—incorporated by reference to Exhibit 4.18 to Cenveo, Inc.’s quarterly report on Form 10-Q for the quarter ended September 27, 2008, filed November 5, 2008.
~~4.18~~ 4.20	Ninth Supplemental Indenture, dated as of October 15, 2009, 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 4.2 to Cenveo, Inc.’s current report on Form 8-K filed October 16, 2009.
~~4.19~~ 4.21	Tenth Supplemental Indenture, dated as of December 21, 2010, to the Indenture dated as of June ~~13, 2008, between~~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 ~~10½~~8⅜% Senior Subordinated Notes due 2014—incorporated by reference to Exhibit 4.20 to Cenveo, Inc.’s annual report on Form 10-K for the year ended January 1, 2011, filed March 2, 2011.
4.22	Eleventh Supplemental Indenture, dated as of March 2, 2011, to the Indenture dated as of June 15, 2004, among Cenveo ~~Corporation—~~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 4.22 to Cenveo, Inc.’s quarterly report on Form 10-Q for the quarter ended April 2, 2011, filed May 11, 2011.
4.23	Twelfth Supplemental Indenture, dated as of March 28, 2012, 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 4.1 to Cenveo, Inc.’s current report on Form 8-K filed ~~June 13, 2008.~~March 30, 2012.
~~4.20~~ 4.24	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 Cenveo, Inc.’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—incorporated by reference to Exhibit 4.21 to Cenveo, Inc.’s quarterly report on Form 10-Q for the quarter ended September 27, 2008, filed November 5, 2008.
~~4.22~~	Second Supplemental Indenture, dated as of October 15, 2009, 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—incorporated by reference to Exhibit 4.3 to Cenveo, Inc.’s current report on Form 8-K filed October 16, 2009.
~~4.23~~	Registration Rights Agreement dated as of 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 Cenveo, Inc.’s current report on Form 8-K dated (date of earliest event reported) June 9, 2008, filed June 13, 2008.
~~4.24~~	Indenture dated as of February 5, 2010 among Cenveo Corporation, the Guarantors named therein and Wells Fargo Bank, National Association, as ~~Trustee—~~Trustee, relating to the 8⅞% Notes of Cenveo Corporation—incorporated by reference to Exhibit 4.1 to ~~Cenveo, Inc.’s~~registrant’s current report on Form 8-K filed February 9, 2010.
4.25	First Supplemental Indenture, dated as of December 21, 2010, to the Indenture dated as of February 5, 2010 among Cenveo Corporation, the Guarantors named therein and Wells Fargo Bank, National Association, as Trustee, relating to the 8⅞% Notes of Cenveo Corporation—incorporated by reference to Exhibit 4.28 to registrant’s annual report on Form 10-K for the year ended January 1, 2011, filed March 2, 2011.
4.26	Second Supplemental Indenture, dated as of March 2, 2011, to the Indenture dated as of February 5, 2010 among Cenveo Corporation, the Guarantors named therein and Wells Fargo Bank, National Association, as Trustee, relating to the 8⅞% Notes of Cenveo Corporation—incorporated by reference to Exhibit 4.32 to registrant’s quarterly report on Form 10-Q for the quarter ended April 2, 2011, filed May 11, 2011.

BACK

Exhibit No.	Exhibit
~~4.25~~4.27	Form of Guarantee issued by Cenveo, Inc. and the other Guarantors named ~~therein—~~therein relating to the 8⅞% Notes of Cenveo Corporation—incorporated by reference to Exhibit 4.2 to registrant’s current report on Form 8-K filed February 9, 2010.
4.28	Form of Note issued by Cenveo Corporation—incorporated by reference to Exhibit 4.2 to Cenveo, Inc.’s current report on Form 8-K filed February 9, 2010.
~~4.26~~ 4.29	Registration Rights Agreement dated as of February 5, 2010 among Cenveo Corporation, Cenveo, Inc., the other Guarantors named therein and the initial purchasers named therein—incorporated by reference to Exhibit 4.3 to Cenveo, Inc.’s current report on Form 8-K filed February 9, 2010.
~~4.27~~ 4.30	Intercreditor Agreement dated as of February 5, 2010 among Cenveo Corporation, Cenveo, Inc., the grantors named therein, Wells Fargo Bank, National Association, as second lien collateral agent, Bank of America, N.A., as first lien agent and control agent—incorporated by reference to Exhibit 4.4 to Cenveo, Inc.’s current report on Form 8-K filed February 9, 2010.
~~4.28~~ 4.31	Second Lien Pledge and Security Agreement dated as of February 5, 2010 among Cenveo Corporation, Cenveo, Inc., the other grantors named therein and Wells Fargo Bank, National Association, as collateral agent—incorporated by reference to Exhibit 4.28 to Cenveo, Inc.’s annual report on Form 10-K for the year ended January 2, 2010 filed March 3, 2010.

~~II-29~~

~~BACK~~

~~Exhibit No.~~

4.32

~~Exhibit~~

~~4.29~~	Second Lien Intellectual Property Security Agreement dated as of February 5, 2010 among Cenveo Corporation, Cenveo, Inc., the other grantors named therein and Wells Fargo Bank, National Association, as collateral agent—incorporated by reference to Exhibit 4.29 to Cenveo, Inc.’s annual report on Form 10-K for the year ended January 2, 2010 filed March 3, 2010.
~~4.30~~ 4.33	~~Form~~Indenture dated as of ~~Note issued by~~March 28, 2012 among Cenveo Corporation, the Guarantors named therein and U.S. Bank National Association, as Trustee, relating to the 11½% Senior Notes due 2017 of Cenveo Corporation—incorporated by reference to Exhibit ~~4.2~~4.3 to registrant’s current report on Form 8-K filed March 30, 2012.
4.34	Form of Guarantee issued by Cenveo, Inc. and the other guarantors named therein relating to the 11½% Notes—incorporated by reference to Exhibit 4.4 to registrant’s current report on Form 8-K filed March 30, 2012.
4.35	Registration Rights Agreement dated as of March 28, 2012 among Cenveo Corporation, Cenveo, Inc., the other Guarantors named therein and the initial purchasers named therein—incorporated by reference to Exhibit 4.7 to Cenveo, Inc.’s current report on Form 8-K filed ~~February 9, 2010.~~March 30, 2012.
4.36	Indenture dated as of March 28, 2012 among Cenveo Corporation, the Guarantors named therein and U.S. Bank National Association, as Trustee, relating to the 7.00% Senior Exchangeable Notes due 2017 of Cenveo Corporation—incorporated by reference to Exhibit 4.5 to registrant’s current report on Form 8-K filed March 30, 2012.
4.37	Form of Guarantee issued by Cenveo, Inc. and the other guarantors named therein relating to the 7.00% Notes—incorporated by reference to Exhibit 4.6 to registrant’s current report on Form 8-K filed March 30, 2012.
5.1	Opinion of Ian Scheinmann, Esq.

~~5.1~~

5.2	Opinion of ~~Timothy M. Davis, Esq.~~Hughes Hubbard & Reed LLP
5.3	Opinion of Davis Graham & Stubbs LLP ~~12.1~~
5.4	Opinion of DLA Piper LLP (US)
5.5	Opinion of Bose McKinney & Evans LLP
5.6	Opinion of Stewart McKelvey

12.1	Statement regarding computation of ratio of earnings to fixed ~~charges.~~charges
23.1	Consent of ~~Timothy M. Davis~~Ian Scheinmann (included in Exhibit 5.1).

23.2	Consent of Hughes Hubbard & Reed LLP (included in Exhibit 5.2)
~~23.2~~ 23.3	Consent of ~~Deloitte~~Davis Graham & ~~Touche LLP.~~Stubbs LLP (included in Exhibit 5.3)
23.4	Consent of DLA Piper LLP (US) (included in Exhibit 5.4) ~~23.3~~
23.5	Consent of Bose McKinney & Evans LLP (included in Exhibit 5.5)
23.6	Consent of Stewart McKelvey (included in Exhibit 5.6)
23.7	Consent of Grant Thornton ~~LLP.~~LLP

24.1	Powers of Attorney (included on signature pages to this registration statement).
25.1	Form T-1 Statement of Eligibility under Trust Indenture Act of 1939 of ~~Wells Fargo~~U.S. Bank National Association.
99.1	Form of Letter of Transmittal

BACK

Exhibit No.	Exhibit
99.2	Form of Notice of Guaranteed Delivery

~~II-30~~

Delaware	2670	84-1250534
(State or other jurisdiction of incorporation or organization)	(Primary Standard Industrial Classification Code Number)	(I.R.S. Employer Identification No.)

Large accelerated filed ¨			Accelerated filer x
Non-accelerated filer ¨	(Do not check if a smaller reporting company)		Smaller reporting company ¨

Exchange Act Rule 13e-4(i) (Cross-Border Issue Tender Offer)	¨
Exchange Act Rule 14d-1(d) (Cross-Border Third-Party Tender Offer)	¨

Title of Each Class of Securities to Be Registered	Amount to Be Registered	Proposed Maximum Offering Price Per Security	Proposed Maximum Aggregate Offering Price(1)	Amount of Registration Fee
8⅞% Senior Second Lien Notes due 2018	$400,000,000	100%	$400,000,000	$28,520.00
Guarantees of 8⅞% Senior Second Lien Notes due 2018 (2)	(3)	(3)	(3)	(3)

Cenveo, Inc. SEC filings	Period or Date File
Annual Report on Form 10-K	Year ended December 31, 2011 filed on March 2, 2012

Exact Name of Additional Registrant as Specified in Its Charter	State or Other Jurisdiction of Incorporation or Organization	I.R.S. Employer Identification Number
Cenveo, Inc.	Colorado	84-1250533
CNMW Investments, Inc.	Delaware	~~87-0795828.~~87-0795828
Cenveo Commercial Ohio, LLC	Colorado	20-2017825
Cenveo Government Printing, Inc.	Colorado	04-3671149
Cenveo Services, LLC	Colorado	20-0186643
~~Cenveo Resale Ohio, LLC~~	~~Colorado~~	~~20-2017943~~
Discount Labels, LLC	Indiana	35-1119834
Cenveo Omemee LLC	Delaware	N/A
Colorhouse China, Inc.	Colorado	20-1298678
RX JV Holding, Inc.	Delaware	13-4350642
CRX JV, LLC	Delaware	74-3197673
CRX Holding, Inc.	Delaware	13-4350639
Rx Technology Corp.	Delaware	20-1151536
PC Ink Corp.	Delaware	20-1976458
~~Printegra Corporation~~Cenveo NIC, Inc.	Georgia	04-3672563
Cadmus Printing Group, Inc.	Virginia	54-1770795
Washburn Graphics, Inc.	North Carolina	56-1063805
Cadmus Journal Services, Inc.	Virginia	54-0157890
Cadmus Financial Distribution, Inc.	Virginia	54-1816339
Cadmus Technology Solutions, Inc.	Virginia	58-2202553
Garamond/Pridemark Press, Inc.	Maryland	52-0786405
Cadmus Delaware, Inc.	Delaware	13-4341386
Cadmus UK, Inc.	Virginia	54-2032531
Expert Graphics, Inc.	Virginia	54-1114775
Cadmus Marketing Group, Inc.	Virginia	54-1770793
Cadmus Direct Marketing, Inc.	North Carolina	56-1672605
Cadmus Interactive, Inc.	Georgia	58-2172821
Cadmus Marketing, Inc.	Virginia	54-1630635
Cadmus/O’Keefe Marketing, Inc.	Virginia	54-1819514
Old TSI, Inc.	Georgia	58-1363016
Cadmus Investments, LLC	Delaware	81-0666802
Port City Press, Inc.	Maryland	52-0736485
Science Craftsman Incorporated	New York	13-2922794
Cadmus International Holdings, Inc.	Virginia	54-1770794
CDMS Management, LLC	Delaware	N/A
Vaughan Printers Incorporated	Florida	59-0932455
VSUB Holding Company	Virginia	54-1706917
Cenveo CEM, LLC	Delaware	13-4366523
Cenveo CEM, Inc.	Delaware	13-4366519
Madison/Graham ColorGraphics, Inc.	California	95-1761146
Madison/Graham ColorGraphics Interstate Services, Inc.	California	95-4887490
Commercial Envelope Manufacturing Co. Inc.	New York	13-1840023
~~Berlin & Jones Co.,~~CMS Gilbreth Packaging Systems, Inc.	Delaware	36-4181015
Envelope Product Group, LLC	~~New York~~Delaware	~~13-4269493~~80-0669207
~~Heinrich Envelope, LLC~~Impaxx, Inc.	~~New York~~Delaware	~~11-3641483~~95-4587339
Rex ~~Corporation~~2010, LLC	Florida	59-2769876
136 Eastport Road, LLC	Delaware	94-3436726
Lightning Labels, LLC	Delaware	26-3947517
Nashua Corporation	Massachusetts	02-0170100
Nashua International, Inc.	Delaware	02-0430039
Cenveo ~~Alberta Finance LP~~	~~Alberta, Canada~~	~~N/A~~
~~Cenveo~~ McLaren Morris & Todd Company	Nova Scotia, Canada	N/A

FORWARD-LOOKING STATEMENTS	i
INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE	ii
WHERE YOU CAN FIND MORE INFORMATION	iii
SUMMARY	1
RISK FACTORS	1413
USE OF PROCEEDS	2522
RATIO OF EARNINGS TO FIXED CHARGES	2623
THE EXCHANGE OFFER	2724
DESCRIPTION OF THE EXCHANGE NOTES	3836
DESCRIPTION OF OTHER INDEBTEDNESS	9074
CERTAIN UNITED STATES FEDERAL TAX CONSEQUENCES	9680
PLAN OF DISTRIBUTION	~~101~~86
LEGAL MATTERS	~~102~~87
EXPERTS	~~102~~87

Cenveo, Inc. SEC filings	Period or Date File
Current Reports on Form 8-K	January 5, 2012, February 3, 2012, March 1, 2012 (relating to Item 8.01 thereof), March 14, 2012, March 27, 2012 and March 30, 2012

~~The Exchange Offer~~Cenveo, Inc. SEC filings	~~Cenveo Corporation is offering to exchange up to:~~Period or Date File
Annual Report on Form 10-K	$400 million in aggregate principal amount of our 8⅞% Senior Second Lien Notes due 2018 that have been registered under the Securities Act for an equal aggregate principal amount of our outstanding unregistered 8⅞% Senior Second Lien Notes due 2018.
	The form and terms of the exchange notes are substantially the same as the form and terms of the outstanding notes, except that the exchange notes have been registered under the Securities Act and will not bear legends restricting their transfer. We issued the outstanding notes under an indenture which grants you a number of rights. The exchange notes also will be issued under that indenture and you will have the same rights under the indenture as the holders of the outstanding notes. See “Description of the Exchange Notes.”
	~~You may only exchange outstanding notes in denominations of $2,000 and any integral multiples of $1,000.~~
~~Accrued Interest~~ Year ended December 31, 2011 filed on ~~the Exchange Notes~~	Interest on the exchange notes will accrue from the last interest payment date on which interest was paid on the outstanding notes or, if no interest was paid on the outstanding notes, from the date of issuance of the outstanding notes, which was February 5, 2010. Holders whose outstanding notes are accepted for exchange will not receive any payment in respect of accrued interest on such outstanding notes otherwise payable on any interest payment date after consummation of the exchange offer and, in lieu thereof, will receive payment with respect to accrued interest on the exchange notes to the extent outstanding notes or exchange notes were held on the applicable record date.
~~No Minimum Condition~~	~~We are not conditioning the exchange offer on the tender of any minimum principal amount of outstanding notes.~~
~~Expiration Date~~	~~The exchange offer will expire at 5:00 p.m., New York City time, on , 2010 unless we decide to extend the exchange offer.~~
~~Withdrawal Rights~~	~~You may withdraw your tender at any time before the exchange offer expires.~~
~~Conditions to the Exchange Offer~~	The exchange offer is subject to customary conditions, which we may waive. We currently anticipate that each of the conditions will be satisfied and that we will not need to waive any conditions. We reserve the right to terminate or amend the exchange offer at any time before the expiration date if any of the conditions occurs. See “The Exchange Offer—Certain Conditions to the Exchange Offer.”
~~Procedures for Tendering Outstanding Notes~~	~~If you are a holder of outstanding notes who wishes to accept the exchange offer, you must:~~ March 2, 2012

Cenveo, Inc. SEC filings	·~~complete, sign and date the accompanying letter of transmittal,~~Period or a facsimile of the letter of transmittal, and mail or otherwise deliver the letter of transmittal, together with your outstanding notes, to the exchange agent at the address provided in the section “The Exchange Offer—Exchange Agent”; or Date File
Current Reports on Form 8-K	·~~arrange for The Depository Trust Company~~ January 5, 2012, February 3, 2012, March 1, 2012 (relating to transmit certain required information, including an agent’s message forming part of a book-entry transfer in which you agree to be bound by the terms of the letter of transmittal, to the exchange agent in connection with a book-entry transfer.
~~Resale Without Further Registration~~	~~We believe that you may resell or otherwise transfer the exchange notes that you receive in the exchange offer without complying with the registration~~Item 8.01 thereof), March 14, 2012, March 27, 2012 and ~~prospectus delivery provisions of the Securities Act so long as you are not a broker-dealer and you meet the following conditions:~~
	·~~you are not an “affiliate” of ours within the meaning of Rule 405 of the Securities Act;~~
	·~~you are acquiring the exchange notes issued in the exchange offer in the ordinary course of your business; and~~
	·~~you have no arrangement or understanding with any person to participate in the distribution of the exchange notes.~~
	By signing the letter of transmittal and tendering your outstanding notes or making arrangements with The Depository Trust Company as described above, you will be making representations to this effect. You may incur liability under the Securities Act if:
	·~~any of the representations listed above are not true; and~~
	·you transfer any exchange note issued to you in the exchange offer without complying with the registration and prospectus delivery requirements of the Securities Act, unless the transfer otherwise meets an exemption from the registration requirements under the Securities Act.
	~~We do not assume, or indemnify you against, liability under these circumstances, which means that we will not protect you from any loss you incur as a result of this liability.~~
~~Restrictions on Resale by Broker-Dealers~~	Each broker-dealer that has received exchange notes for its own account in exchange for outstanding notes that were acquired as a result of market-making or other trading activities must acknowledge that it will deliver a prospectus meeting the requirements of the Securities Act in connection with any resale of the exchange notes. A broker-dealer may use this prospectus in connection with any resale for a period of 180 days after the end of the exchange offer.
~~Special Procedures for Beneficial Owners~~	If you beneficially own outstanding notes registered in the name of a broker, dealer, commercial bank, trust company or other nominee and you wish to tender your outstanding notes in the exchange offer, you should contact the registered holder promptly and instruct it to tender on your behalf. If you wish to tender on your own behalf, you must, prior to completing and executing the letter of transmittal and delivering your outstanding notes, either arrange to have your outstanding notes registered in your name or obtain a properly completed bond power from the March 30, 2012

	~~registered holder. The transfer of registered ownership may take considerable time.~~
~~Guaranteed Delivery Procedures~~	If you wish to tender your outstanding notes and time will not permit your required documents to reach the exchange agent by the expiration date, or the procedures for book-entry transfer cannot be completed on time, you may tender your outstanding notes according to the guaranteed delivery procedures described in the section “The Exchange Offer—Procedures for Tendering Outstanding Notes.”
~~Acceptance of Outstanding Notes and Delivery of Exchange Notes~~	We will accept for exchange all outstanding notes which are properly tendered in the exchange offer prior to 5:00 p.m., New York City time, on the expiration date. The exchange notes issued in the exchange offer will be delivered promptly following the expiration date. See “The Exchange Offer—Acceptance of Outstanding Notes for Exchange; Delivery of Exchange Notes.”
~~Use of Proceeds~~	~~We will not receive any proceeds from the issuance of exchange notes in the exchange offer. We will pay for our expenses incident to the exchange offer.~~
~~Federal Income Tax~~	~~The exchange of exchange notes for outstanding notes in the exchange offer will not be a taxable event for federal income tax purposes. See “Certain United States Federal Income Tax Consequences.”~~
~~Effect on Holders of Outstanding Notes~~	As a result of this exchange offer, we will have fulfilled a covenant contained in the registration rights agreement dated as of February 5, 2010 by and among Cenveo Corporation, Cenveo, Inc., each subsidiary guarantor and each of the initial purchasers named in the agreement and accordingly, there will be no increase in the interest rate on the outstanding notes. If you do not tender your outstanding notes in the exchange offer:
	·you will continue to hold the outstanding notes and will be entitled to all the rights and limitations applicable to the outstanding notes under the indenture governing the notes, except for any rights under the registration rights agreement that terminate as a result of the completion of the exchange offer; and
	·you generally will not have any further registration or exchange rights and your outstanding notes will continue to be subject to restrictions on transfer. Accordingly, the trading market for untendered outstanding notes could be adversely affected.
~~Exchange Agent~~	~~Wells Fargo Bank, National Association is serving as exchange agent in connection with the exchange offer.~~

The Exchange Offer	Cenveo Corporation is offering to exchange up to:
~~Exchange Notes Offered~~	~~Up to $400,000,000~~$225 million in aggregate principal amount of 8⅞our 11½% Senior ~~Second Lien~~ Notes due ~~2018.~~2017 that have been registered under the Securities Act for an equal aggregate principal amount of our outstanding unregistered 11½% Senior Notes due 2017.
	The form and terms of the exchange notes are substantially the same as the form and terms of the outstanding notes, except that the exchange notes have been registered under the Securities Act and will not bear legends restricting their transfer. We issued the outstanding notes under an indenture which grants you a number of rights. The exchange notes also will be issued under that indenture and you will have the same rights under the indenture as the holders of the outstanding notes. See “Description of the Exchange Notes.”
	You may only exchange outstanding notes in denominations of $2,000 and any integral multiples of $1,000.
Accrued Interest on the Exchange Notes	Interest on the exchange notes will accrue from the last interest payment date on which interest was paid on the outstanding notes or, if no interest was paid on the outstanding notes, from the date of issuance of the outstanding notes, which was March 28, 2012. Holders whose outstanding notes are accepted for exchange will not receive any payment in respect of accrued interest on such outstanding notes otherwise payable on any interest payment date after consummation of the exchange offer and, in lieu thereof, will receive payment with respect to accrued interest on the exchange notes to the extent outstanding notes or exchange notes were held on the applicable record date.
No Minimum Condition	We are not conditioning the exchange offer on the tender of any minimum principal amount of outstanding notes.
Expiration Date	The exchange offer will expire at 5:00 p.m., New York City time, on , 2012 unless we decide to extend the exchange offer.
Withdrawal Rights	You may withdraw your tender at any time before the exchange offer expires.
Conditions to the Exchange Offer	The exchange offer is subject to customary conditions, which we may waive. We currently anticipate that each of the conditions will be satisfied and that we will not need to waive any conditions. We reserve the right to terminate or amend the exchange offer at any time before the expiration date if any of the conditions occurs. See “The Exchange Offer—Certain Conditions to the Exchange Offer.”

Procedures for Tendering Outstanding Notes	If you are a holder of outstanding notes who wishes to accept the exchange offer, you must:
	·complete, sign and date the accompanying letter of transmittal, or a facsimile of the letter of transmittal, and mail or otherwise deliver the letter of transmittal, together with your outstanding notes, to the exchange agent at the address provided in the section “The Exchange Offer—Exchange Agent”; or
	·arrange for The Depository Trust Company to transmit certain required information, including an agent’s message forming part of a book-entry transfer in which you agree to be bound by the terms of the letter of transmittal, to the exchange agent in connection with a book-entry transfer.
Resale Without Further Registration	We believe that you may resell or otherwise transfer the exchange notes that you receive in the exchange offer without complying with the registration and prospectus delivery provisions of the Securities Act so long as you are not a broker-dealer and you meet the following conditions:
	·you are not an “affiliate” of ours within the meaning of Rule 405 of the Securities Act;
	·you are acquiring the exchange notes issued in the exchange offer in the ordinary course of your business; and
	·you have no arrangement or understanding with any person to participate in the distribution of the exchange notes.
	By signing the letter of transmittal and tendering your outstanding notes or making arrangements with The Depository Trust Company as described above, you will be making representations to this effect. You may incur liability under the Securities Act if:
	·any of the representations listed above are not true; and
	·you transfer any exchange note issued to you in the exchange offer without complying with the registration and prospectus delivery requirements of the Securities Act, unless the transfer otherwise meets an exemption from the registration requirements under the Securities Act.
	We do not assume, or indemnify you against, liability under these circumstances, which means that we will not protect you from any loss you incur as a result of this liability.
Restrictions on Resale by Broker-Dealers	Each broker-dealer that has received exchange notes for its own account in exchange for outstanding notes that were acquired as a result of market-making or other trading activities must acknowledge that it will deliver a prospectus meeting the requirements of the Securities Act in connection with any resale of the exchange notes. A broker-dealer may use this prospectus in connection with any resale for a period of 180 days after the end of the exchange offer.
Special Procedures for Beneficial Owners	If you beneficially own outstanding notes registered in the name of a broker, dealer, commercial bank, trust company or other nominee and you

	wish to tender your outstanding notes in the exchange offer, you should contact the registered holder promptly and instruct it to tender on your behalf. If you wish to tender on your own behalf, you must, prior to completing and executing the letter of transmittal and delivering your outstanding notes, either arrange to have your outstanding notes registered in your name or obtain a properly completed bond power from the registered holder. The transfer of registered ownership may take considerable time.
Guaranteed Delivery Procedures	If you wish to tender your outstanding notes and time will not permit your required documents to reach the exchange agent by the expiration date, or the procedures for book-entry transfer cannot be completed on time, you may tender your outstanding notes according to the guaranteed delivery procedures described in the section “The Exchange Offer—Procedures for Tendering Outstanding Notes.”
Acceptance of Outstanding Notes and Delivery of Exchange Notes	We will accept for exchange all outstanding notes which are properly tendered in the exchange offer prior to 5:00 p.m., New York City time, on the expiration date. The exchange notes issued in the exchange offer will be delivered promptly following the expiration date. See “The Exchange Offer—Acceptance of Outstanding Notes for Exchange; Delivery of Exchange Notes.”
Use of Proceeds	We will not receive any proceeds from the issuance of exchange notes in the exchange offer. We will pay for our expenses incident to the exchange offer.
Federal Income Tax	The exchange of exchange notes for outstanding notes in the exchange offer will not be a taxable event for federal income tax purposes. See “Certain United States Federal Income Tax Consequences.”
Effect on Holders of Outstanding Notes	As a result of this exchange offer, we will have fulfilled a covenant contained in the registration rights agreement dated as of March 28, 2012 by and among Cenveo Corporation, Cenveo, Inc., each subsidiary guarantor and each of the initial purchasers named in the agreement and accordingly, there will be no increase in the interest rate on the outstanding notes. If you do not tender your outstanding notes in the exchange offer:
	·you will continue to hold the outstanding notes and will be entitled to all the rights and limitations applicable to the outstanding notes under the indenture governing the notes, except for any rights under the registration rights agreement that terminate as a result of the completion of the exchange offer; and
	·you generally will not have any further registration or exchange rights and your outstanding notes will continue to be subject to restrictions on transfer. Accordingly, the trading market for untendered outstanding notes could be adversely affected.
Exchange Agent	U.S. Bank National Association is serving as exchange agent in connection with the exchange offer.

	Year ended ~~December 31,~~ ~~2005~~	~~Year ended December 30,~~ ~~2006~~	~~Year ended~~ December 29, 2007	Year ended January 3, 2009	Year ended January 2, 2010	Year ended January 1, 2011	~~Pro Forma~~ Year ended ~~January 2,~~ ~~2010~~December 31, 2011
Ratio of Earnings to Fixed Charges	1.2x	—(1)	~~0.6x~~— ~~(1)~~	~~1.3x~~	—(1)	~~0.5x~~— (1)	~~0.5x~~ ~~(2)~~