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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
FORM 11-K
(Mark One)
(X) | ANNUAL REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 | |
For the fiscal year ended December 31, 2002. | ||
OR | ||
( ) | TRANSITION REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 | |
For the transition period from ____________ to ___________. |
Commission File Number 1-5492-1
A. | Full title of the plan and the address of the plan, if different from that of the issuer named below: | ||
Nashua Corporation Employees’ Savings Plan | |||
B. | Name of issuer of the securities held pursuant to the plan and the address of its principal executive office: |
11 Trafalgar Square
Second Floor
Nashua, New Hampshire 03063
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Nashua Corporation Employees’ Savings Plan
Financial Statements
and Supplemental Schedule
Years ended December 31, 2002 and 2001
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A. | Financial Statements and Schedule: | |||
Report of Independent Auditors | 1 | |||
Audited Financial Statements | ||||
Statements of Net Assets Available for Benefits | 2 | |||
Statements of Changes in Net Assets Available for Benefits | 3 | |||
Notes to Financial Statements | 4 | |||
Schedule H, Line 4i – Schedule of Assets (Held at End of Year) | 9 | |||
B. | Exhibits: | |||
23.1 Consent of Ernst and Young LLP | ||||
99.1 Certification |
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Report of Independent Auditors
The Plan Administrator and Participants
Nashua Corporation Employees’ Savings Plan
We have audited the accompanying statements of net assets available for benefits of Nashua Corporation Employees’ Savings Plan as of December 31, 2002 and 2001, and the related statements of changes in net assets available for benefits for the years then ended. These financial statements are the responsibility of the Plan’s management. Our responsibility is to express an opinion on these financial statements based on our audits.
We conducted our audits in accordance with auditing standards generally accepted in the United States. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.
In our opinion, the financial statements referred to above present fairly, in all material respects, the net assets available for benefits of the Plan at December 31, 2002 and 2001, and the changes in its net assets available for benefits for the years then ended, in conformity with accounting principles generally accepted in the United States.
Our audits were performed for the purpose of forming an opinion on the financial statements taken as a whole. The accompanying supplemental schedule of assets (held at end of year) as of December 31, 2002, is presented for purposes of additional analysis and is not a required part of the financial statements, but is supplementary information required by the Department of Labor’s Rules and Regulations for Reporting and Disclosure under the Employee Retirement Income Security Act of 1974. The supplemental schedule is the responsibility of the Plan’s management. The supplemental schedule has been subjected to the auditing procedures applied in our audits of the financial statements and, in our opinion, is fairly stated in all material respects in relation to the financial statements taken as a whole.
May 28, 2003
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Nashua Corporation Employees’ Savings Plan
Statements of Net Assets Available for Benefits
December 31 | |||||||||
2002 | 2001 | ||||||||
Assets | |||||||||
Investments | $ | 67,848,397 | $ | 78,592,818 | |||||
Receivables: | |||||||||
Participant’s contributions | 46 | 70,481 | |||||||
Employer’s contribution | 265,035 | 192,372 | |||||||
Total receivables | 265,081 | 262,853 | |||||||
Net assets available for benefits | $ | 68,113,478 | $ | 78,855,671 | |||||
See accompanying notes.
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Nashua Corporation Employees’ Savings Plan
Statements of Changes in Net Assets Available for Benefits
Year ended December 31 | |||||||||
2002 | 2001 | ||||||||
Additions | |||||||||
Interest and dividends | $ | 1,701,159 | $ | 2,286,018 | |||||
Transfer from Rittenhouse Employees’ Profit Sharing Plan and Trust (Note 1) | — | 16,923,936 | |||||||
1,701,159 | 19,209,954 | ||||||||
Contributions: | |||||||||
Participant | 2,933,090 | 3,150,271 | |||||||
Employer and profit sharing | 1,219,658 | 1,203,272 | |||||||
Rollovers | 393,995 | 214,499 | |||||||
4,546,743 | 4,568,042 | ||||||||
Total additions | 6,247,902 | 23,777,996 | |||||||
Deductions | |||||||||
Benefits paid directly to participants | 6,089,168 | 7,508,354 | |||||||
Net depreciation in fair value of investments | 10,885,257 | 8,494,716 | |||||||
Administrative expenses | 15,670 | 15,296 | |||||||
Total deductions | 16,990,095 | 16,018,366 | |||||||
Net increase (decrease) | (10,742,193 | ) | 7,759,630 | ||||||
Net assets available for benefits at beginning of year | 78,855,671 | 71,096,041 | |||||||
Net assets available for benefits at end of year | $ | 68,113,478 | $ | 78,855,671 | |||||
See accompanying notes.
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Nashua Corporation Employees’ Savings Plan
Notes to Financial Statements
December 31, 2002
1. Description of Plan
The following description of the Nashua Corporation Employees’ Savings Plan (the Plan) provides only general information. Participants should refer to the Summary Plan Description and the Plan for a more complete description of the Plan’s provisions.
General
The Plan is a defined contribution plan covering eligible employees, as defined, of Nashua Corporation (the Company). The Plan was amended and restated effective January 1, 2002, to adopt various regulatory changes, as required by law. The Plan is subject to the provisions of the Employee Retirement Income Security Act of 1974 (ERISA).
Plan Merger
The Company acquired all outstanding shares of stock of Rittenhouse Paper Company (Rittenhouse) on April 17, 2000. On August 29, 2000, the Company’s Board of Directors voted to merge the Rittenhouse Employees’ Profit Sharing Plan and Trust into the Plan, and provide for immediate participation of participants, effective January 1, 2001. As a result, assets totaling $16,923,936 were transferred into the Plan in January 2001.
Contributions
Each year, participants may contribute from 1% up to 15%, 100% effective January 1, 2002, of pretax annual compensation, as defined in the Plan. Participants may also contribute amounts representing distributions from other qualified defined benefit or defined contribution plans. The Company contributes 50% of the first 6% of base compensation that a participant contributes to the Plan. Additional amounts may be contributed by the Company at the option of the Board of Directors.
The Plan also provides that eligible employees of Rittenhouse may receive a profit sharing contribution, such amount, if any, determined by management of the Company and approved by the Board of Directors. For the years ended December 31, 2002 and 2001, profit sharing contributions were $216,257 and $139,676, respectively. Effective January 1, 2003, all Active Participants (as defined in the Plan) of all participating employers in the Plan are eligible for profit sharing contributions pursuant to a Plan amendment adopted on October 31, 2002.
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Nashua Corporation Employees’ Savings Plan
Notes to Financial Statements (continued)
1. Description of Plan (continued)
Upon enrollment, participants can direct their contributions and the Company’s matching contributions into any of the Plan’s fund options. Participants may change their investment options daily.
Participant Accounts
Each participant’s account is credited with the participant’s contributions and allocations of the Company’s contributions, Plan earnings and Plan expenses, as applicable. The benefit to which a participant is entitled is the benefit that can be provided from the participant’s vested account.
Vesting
Participants are immediately vested in all contributions, plus actual earnings thereon.
Participant Loans
Participants may borrow from their fund accounts a minimum of $1,000 up to a maximum equal to the lesser of $50,000 or 50% of their vested account balance. Loan terms range from 1-5 years or up to 20 years for the purchase of a primary residence. The loans are secured by the balance in the participant’s account and bear interest at a fixed rate commensurate with local prevailing rates, as determined quarterly by the Plan Administrator. Principal and interest is paid ratably through payroll deductions.
Payment of Benefits
On termination of service, death, disability or retirement, a participant may receive a lump-sum amount equal to the vested value of his or her account, or elect to receive other optional forms of payment as described in the Plan document.
Plan Termination
Although it has not expressed any intent to do so, the Company has the right under the Plan to discontinue its contributions at any time and to terminate the Plan subject to the provisions of ERISA.
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Nashua Corporation Employees’ Savings Plan
Notes to Financial Statements (continued)
2. Summary of Accounting Policies
Basis of Accounting
The financial statements have been prepared on the accrual basis of accounting.
Investment Valuation and Income Recognition
Shares of mutual funds are valued at quoted market prices, which represent the net asset values of shares held by the Plan at year-end. The participant loans are valued at their outstanding balances, which approximate fair value.
Investments in the Company stock fund are measured in units of participation and include shares of Company stock, short-term investments and, at times, receivables and payables arising from unsettled stock trades. The trustee determines a daily net asset value (NAV) for each unit outstanding based upon quoted market prices. The fair value of participation units owned by the Plan in the common/collective trust is based upon quoted redemption values on the last business day of the Plan Year.
Purchases and sales of securities are recorded on a trade-date basis. Interest income is recorded on the accrual basis. Dividends are recorded on the ex-dividend date.
Administrative Expenses
Substantially all expenses of the Plan are paid by the Company. Certain expenses related to participant loans are paid by the Plan via a reduction of participant accounts.
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Nashua Corporation Employees’ Savings Plan
Notes to Financial Statements (continued)
3. Investments
During 2002 and 2001, the Plan’s investments (including investments purchased, sold and held during the year) appreciated (depreciated) in fair value as determined by quoted market prices as follows:
Net Appreciation | ||||||||
(Depreciation) in Fair | ||||||||
Value of Investments | ||||||||
2002 | 2001 | |||||||
Nashua Corporation Common Stock Fund | $ | 677,114 | $ | 403,167 | ||||
Shares of mutual funds | (11,562,371 | ) | (8,897,883 | ) | ||||
$ | (10,885,257 | ) | $ | (8,494,716 | ) | |||
Investments that represent 5% or more of the fair value of the Plan’s net assets available for benefits are as follows:
December 31 | ||||||||
2002 | 2001 | |||||||
Fidelity Managed Income Portfolio | $ | 17,906,794 | $ | 16,417,638 | ||||
Fidelity Magellan Fund | 12,442,693 | 17,734,339 | ||||||
Fidelity Freedom 2010 Fund | 6,750,904 | 7,981,759 | ||||||
Fidelity Growth Company Fund | 6,185,222 | 9,759,282 | ||||||
Spartan U.S. Equity Index Fund | 3,837,634 | 5,657,986 | ||||||
Fidelity US Bond Index Fund | 3,757,340 | – | ||||||
Fidelity Equity-Income Fund | – | 4,087,763 |
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Nashua Corporation Employees’ Savings Plan
Notes to Financial Statements (continued)
4. Income Tax Status
The Plan has received a determination letter from the Internal Revenue Service dated April 15, 2002, stating that the Plan, as submitted, is qualified under Section 401(a) of the Internal Revenue Code (the Code) and, therefore, the related trust is exempt from taxation. Subsequent to this issuance of the determination letter, the Plan was amended on October 31, 2002 primarily to provide that Active Participants (as defined in the Plan) of all participating employers in the Plan were eligible to receive profit sharing contributions made to the Plan. Once qualified, the Plan is required to operate in conformity with the Code to maintain its qualification. The Plan Administrator believes the Plan is being operated in compliance with the applicable requirements of the Code and, therefore, believes that the Plan, as amended, is qualified and the related trust is tax-exempt.
5. Subsequent Events
On October 31, 2002, the Board of Directors approved changes to the Plan. Effective January 1, 2003, all Active Participants (as defined in the Plan) of all participating employers in the Plan are eligible for profit sharing contributions, effective January 1, 2003.
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Supplemental Schedule
Nashua Corporation Employees’ Savings Plan
EIN: 02-0170100 Plan Number: 010
Schedule H, Line 4i — Schedule of Assets
(Held at End of Year)
December 31, 2002
Identity of Issue, Borrower, | Description of | Current | ||||
Lessor or Similar Party | Investment | Value | ||||
Fidelity Management Trust Company: | *Fidelity Managed Income Portfolio, 17,906,794 shares | $ | 17,906,794 | |||
*Magellan Fund, 157,582 shares | 12,442,693 | |||||
*Freedom 2010 Fund, 590,114 shares | 6,750,904 | |||||
*Growth Company Fund, 174,625 shares | 6,185,222 | |||||
*Spartan U.S. Equity Index Fund, l23,198 shares | 3,837,634 | |||||
*Fidelity U.S. Bond Index Fund, 334,283 shares | 3,757,340 | |||||
*Equity-Income Fund, 85,419 shares | 3,388,593 | |||||
*Contrafund, 78,151 shares | 3,016,625 | |||||
*Strong Advisor Common Stock Fund, 110,561 shares | 1,765,654 | |||||
*Diversified International Fund, 94,958 shares | 1,629,484 | |||||
*RHJ Micro Cap Fund, 80,838 shares | 1,050,896 | |||||
*Freedom 2020 Fund, 55,814 shares | 593,865 | |||||
*Freedom 2030 Fund, 31,996 shares | 327,638 | |||||
*Freedom Income Fund, 21,144 shares | 224,131 | |||||
*Freedom 2040 Fund, 25,272 shares | 148,092 | |||||
*MSI Emerging Markets Fund, 12,453 shares | 125,277 | |||||
*Capital and Income Fund, 12,808 shares | 80,432 | |||||
*Freedom 2000 Fund, 6,401 shares | 70,480 | |||||
*Spartan International Index Fund, 1,535 shares | 30,920 | |||||
*Fidelity Retirement Money Market Fund, 90 shares | 90 | |||||
63,332,764 | ||||||
Common Stock Fund | *Nashua Corporation Common Stock, 196,368 shares | 1,724,111 | ||||
Interest Bearing Cash | Cash | 131,338 | ||||
1,855,449 | ||||||
*Participant Loans | 5.75% to 13.5% | 2,660,184 | ||||
$ | 67,848,397 | |||||
* Indicates a party-in-interest to the Plan.
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NASHUA CORPORATION EMPLOYEES’ SAVINGS PLAN. Pursuant to the requirements of the Securities Act of 1934, the Plan Committee of the Nashua Corporation Employees’ Savings Plan has duly caused this annual report to be signed on its behalf by the undersigned thereunto duly authorized.
NASHUA CORPORATION EMPLOYEES’ SAVINGS PLAN |
Date: June 23, 2003 | By /s/ John L. Patenaude John L. Patenaude Nashua Corporation Vice President – Finance, Chief Financial Officer and Treasurer |