Exhibit 25.1
securities and exchange commission
Washington, D.C. 20549
__________________________
FORM T-1
STATEMENT OF ELIGIBILITY UNDER
THE TRUST INDENTURE ACT OF 1939 OF A
CORPORATION DESIGNATED TO ACT AS TRUSTEE
Check if an Application to Determine Eligibility of
a Trustee Pursuant to Section 305(b)(2)
_______________________________________________________
U.S. BANK NATIONAL ASSOCIATION
(Exact name of Trustee as specified in its charter)
31-0841368
I.R.S. Employer Identification No.
800 Nicollet Mall Minneapolis, Minnesota | 55402 |
| (Address of principal executive offices) | (Zip Code) |
Susan Freedman
U.S. Bank National Association
One Federal Street
Boston, MA 02110
(617) 603-6562
(Name, address and telephone number of agent for service)
Cenveo Corporation
(Issuer with respect to the Securities)
| Delaware | 84-1250534 |
| (State or other jurisdiction of incorporation or organization) | (I.R.S. Employer Identification No.) |
| | |
One Canterbury Green 201 Broad Street Stamford, Connecticut | 06901 |
| (Address of Principal Executive Offices) | (Zip Code) |
______________________
See Table of Additional Registrants
11.5% Senior Notes Due 2017
(Title of the Indenture Securities)
TABLE OF ADDITIONAL REGISTRANTS
The following, other than Cenveo, Inc., which wholly owns Cenveo Corporation, are direct or indirect wholly owned subsidiaries of Cenveo, Inc. and are expected to guarantee the debt securities. The address, including zip code, and telephone number, including area code, of each of the co-registrants is One Canterbury Green, 201 Broad Street, Stamford, Connecticut, 06901, (203) 595-3000.
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 |
| Cenveo Commercial Ohio, LLC | Colorado | 20-2017825 |
| Cenveo Government Printing, Inc. | Colorado | 04-3671149 |
| Cenveo Services, LLC | Colorado | 20-0186643 |
| 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 |
| 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 |
| CMS Gilbreth Packaging Systems, Inc. | Delaware | 36-4181015 |
| Envelope Product Group, LLC | Delaware | 80-0669207 |
| Impaxx, Inc. | Delaware | 95-4587339 |
| Rex 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 McLaren Morris & Todd Company | Nova Scotia, Canada | N/A |
FORM T-1
| Item 1. | GENERAL INFORMATION. Furnish the following information as to the Trustee. |
| | a) | Name and address of each examining or supervising authority to which it is subject. |
| | | Comptroller of the Currency |
| | b) | Whether it is authorized to exercise corporate trust powers. |
Yes
| Item 2. | AFFILIATIONS WITH OBLIGOR. If the obligor is an affiliate of the Trustee, describe each such affiliation. |
| Items 3-15 | Items 3-15 are not applicable because to the best of the Trustee's knowledge, the obligor is not in default under any Indenture for which the Trustee acts as Trustee. |
| Item 16. | LIST OF EXHIBITS: List below all exhibits filed as a part of this statement of eligibility and qualification. |
| | 1. A copy of the Articles of Association of the Trustee.* |
| | 2. A copy of the certificate of authority of the Trustee to commence business, attached as Exhibit 2. |
| | 3. | A copy of the certificate of authority of the Trustee to exercise corporate trust powers, attached as Exhibit 3. |
| | 4. | A copy of the existing bylaws of the Trustee.** |
| | 5. | A copy of each Indenture referred to in Item 4. Not applicable. |
| | 6. | The consent of the Trustee required by Section 321(b) of the Trust Indenture Act of 1939, attached as Exhibit 6. |
| | 7. | Report of Condition of the Trustee as of December 31, 2011 published pursuant to law or the requirements of its supervising or examining authority, attached as Exhibit 7. |
| | * Incorporated by reference to Exhibit 25.1 to Amendment No. 2 to registration statement on S-4, Registration Number 333-128217 filed on November 15, 2005. |
| | ** Incorporated by reference to Exhibit 25.1 to registration statement on S-4, Registration Number 333-166527 filed on May 5, 2010. |
SIGNATURE
Pursuant to the requirements of the Trust Indenture Act of 1939, as amended, the Trustee, U.S. BANK NATIONAL ASSOCIATION, a national banking association organized and existing under the laws of the United States of America, has duly caused this statement of eligibility and qualification to be signed on its behalf by the undersigned, thereunto duly authorized, all in the City of Boston, Massachusetts on the 20th of April, 2012.
| | | |
| | | | |
| | By: | /s/ John G. Correia | |
| | | John G. Correia | |
| | | Account Manager, Vice President | |
| | | | |
Exhibit 2
Exhibit 3
Exhibit 6
CONSENT
In accordance with Section 321(b) of the Trust Indenture Act of 1939, the undersigned, U.S. BANK NATIONAL ASSOCIATION hereby consents that reports of examination of the undersigned by Federal, State, Territorial or District authorities may be furnished by such authorities to the Securities and Exchange Commission upon its request therefor.
Dated: April 20, 2012
| | | |
| | | | |
| | By: | /s/ John G. Correia | |
| | | John G. Correia | |
| | | Account Manager, Vice President | |
| | | | |
Exhibit 7
U.S. Bank National Association
Statement of Financial Condition
As of 12/31/2011
($000’s)
| | | 12/31/2011 | |
| Assets | | | |
| Cash and Balances Due From Depository Institutions | | $ | 13,960,499 | |
| Securities | | | 69,485,200 | |
| Federal Funds | | | 11,887 | |
| Loans & Lease Financing Receivables | | | 204,182,862 | |
| Fixed Assets | | | 5,472,961 | |
| Intangible Assets | | | 12,446,662 | |
| Other Assets | | | 24,910,739 | |
| Total Assets | | $ | 330,470,810 | |
Liabilities | | | | |
| Deposits | | $ | 236,091,541 | |
| Fed Funds | | | 7,936,151 | |
| Treasury Demand Notes | | | 0 | |
| Trading Liabilities | | | 377,634 | |
| Other Borrowed Money | | | 34,507,710 | |
| Acceptances | | | 0 | |
| Subordinated Notes and Debentures | | | 5,945,617 | |
| Other Liabilities | | | 10,944,902 | |
| Total Liabilities | | $ | 295,803,555 | |
Equity | | | | |
| Minority Interest in Subsidiaries | | $ | 1,926,211 | |
| Common and Preferred Stock | | | 18,200 | |
| Surplus | | | 14,133,323 | |
| Undivided Profits | | | 18,589,521 | |
| Total Equity Capital | | $ | 34,667,255 | |
Total Liabilities and Equity Capital | | $ | 330,470,810 | |
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