Table of Contents
o Preliminary Proxy Statement | o Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) | |
x Definitive Proxy Statement | ||
o Definitive Additional Materials | ||
o Soliciting Material Pursuant to § 240.14a-11(c) or § 240.14a-12 |
x | No fee required. |
o | $125 per Exchange Act Rules 0-11(c)(1)(ii), or 14a-6(i)(1), or 14a-6(i)(2) or Item 22(a)(2) of Schedule 14A. |
o | $500 per each party to the controversy pursuant to Exchange Act Rule 14a-6(i)(3). |
(1) | Title of each class of securities to which transaction applies: |
(2) | Aggregate number of securities to which transaction applies: |
(3) | Per unit price or other underlying value of transaction computed pursuant to Exchange Act Rule 0-11 (Set forth the amount on which the filing fee is calculated and state how it was determined): |
(4) | Proposed maximum aggregate value of transaction: |
(5) | Total fee paid: |
o | Fee paid previously with preliminary materials. |
o | Check box if any part of the fee is offset as provided by Exchange Act Rule 0-11(a)(2) and identify the filing for which the offsetting fee was paid previously. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing. |
(1) | Amount Previously Paid: |
(2) | Form, Schedule or Registration Statement No.: |
(3) | Filing Party: |
(4) | Date Filed: |
Table of Contents
1. | To elect six directors for terms of one year each. | |
2. | To act upon any other matters as may properly be brought before the meeting or any adjournment thereof. |
By order of the Board of Directors, | |
Robert S. Amrein | |
Vice President, General | |
Counsel and Clerk/ Secretary |
Page | |||||
Voting and Solicitation | |||||
1 | |||||
1 | |||||
2 | |||||
2 | |||||
2 | |||||
2 | |||||
4 | |||||
5 | |||||
5 | |||||
5 | |||||
6 | |||||
6 | |||||
7 | |||||
7 | |||||
7 | |||||
8 | |||||
8 | |||||
10 | |||||
11 | |||||
11 | |||||
12 | |||||
12 | |||||
13 | |||||
14 | |||||
14 | |||||
15 | |||||
15 | |||||
18 | |||||
18 | |||||
18 | |||||
19 | |||||
19 | |||||
20 | |||||
20 | |||||
21 | |||||
21 | |||||
A-1 |
i
Table of Contents
Table of Contents
Andrew B. Albert Age 59 Director since 2000 | Mr. Albert has served as Chairman and Chief Executive Officer of Nashua since December 2000, President since April 2000 and a director since May 2000. He also served as Chief Operating Officer of Nashua from April 2000 to December 2000. Prior to joining Nashua, Mr. Albert served as Chairman and Chief Executive Officer of Rittenhouse Paper Company. | |
L. Scott Barnard Age 62 Director since 2003 | Mr. Barnard is the owner and Managing Senior Partner of Programmix, LLC, a sales and marketing firm he founded in 2001. From 1968 to 2000, Mr. Barnard was with Champion International Corporation, where he held positions of increasing responsibility, including Executive Vice President, Sales and Distribution, and President of Champion Export Corporation, a forest products company. | |
Avrum Gray Age 69 Director since 2000 | Mr. Gray has served as Chairman of G-Bar Limited Partnership, an independent options trading firm, since 1981. He was Chairman of Lynch Systems, Inc., a glass press supplier, from 1995 through 2001. Mr. Gray is a director of Lynch Corporation, SL Industries, Inc. and Material Science Corporation. |
2
Table of Contents
George R. Mrkonic, Jr. Age 52 Director since 2000 | Mr. Mrkonic served as Vice Chairman of Borders Group, Inc., a retailer of books and music, from December 1994 until his retirement in January 2002. He was President of Borders Group, Inc. from December 1994 until January 1997. Mr. Mrkonic is a director of Syntel, Inc., Guitar Center, Inc. and Brinker International, Inc. | |
James F. Orr III Age 62 Director since 1989 | Mr. Orr has served as Chairman of the Board of Trustees of the Rockefeller Foundation, a philanthropic organization, since 2001. From May 2000 through December 31, 2001, Mr. Orr served as President and Chief Executive Officer of United Asset Management Corporation, an investment management firm. Mr. Orr served as Chairman, Chief Executive Officer and President of UNUM Corporation, an insurance company, from 1988 until his retirement in November 1999. Mr. Orr is a director of The Stride Rite Corporation and Mellon Financial Corporation. | |
Mark E. Schwarz Age 44 Director since 2001 | Mr. Schwarz is the Chairman, Chief Executive Officer and Portfolio Manager of Newcastle Capital Management, L.P., a private investment management firm he founded in 1992, and is the general partner of Newcastle Partners, L.P. Mr. Schwarz is also Chairman and Chief Executive Officer of Hallmark Financial Services, Inc., Chairman of Bell Industries, Inc., Chairman of New Century Equity Holdings Corp., Chairman of Pizza Inn, Inc. and a director of SL Industries, Inc. and Web Financial Corporation. |
3
Table of Contents
Audit/Finance and | Leadership and | Governance and | ||
Investment Committee | Compensation Committee | Nominating Committee | ||
Avrum Gray, Chairman | George R. Mrkonic, Jr., Chairman | James F. Orr III, Chairman | ||
L. Scott Barnard | L. Scott Barnard | Avrum Gray | ||
James F. Orr III | Avrum Gray | George R. Mrkonic, Jr. | ||
Mark E. Schwarz |
• | is an executive officer of another company that does business with the Company, if the annual sales to, or purchases from, the Company are equal to or less than two percent or $1 million, whichever is greater, of the annual revenues of the company he or she serves as an executive officer; | |
• | is an executive officer of another company which is indebted to the Company, or to which the Company is indebted, if the total amount of either company’s indebtedness to the other is less than five percent of the total consolidated assets of the company he or she serves as an executive officer; or |
4
Table of Contents
• | serves as an officer, director or trustee of a tax exempt organization if the Company’s discretionary charitable contributions to the organization are less than the greater of $1 million, or 2% of that organization’s consolidated gross revenues. |
5
Table of Contents
6
Table of Contents
7
Table of Contents
Amount and | Percent of | ||||||||
Nature of Beneficial | Common Stock | ||||||||
Name and Address of Beneficial Owner | Ownership(1) | Outstanding(2) | |||||||
Gabelli Funds, LLC/ GAMCO Investors, Inc./ Gabelli | |||||||||
Advisers, Inc./ MJG Associates, Inc.(3) | 1,541,000 | 24.8 | % | ||||||
One Corporate Center, Rye, NY 10580 | |||||||||
Newcastle Partners, L.P./ Newcastle Capital Group, L.L.C./ | |||||||||
Newcastle Capital Management, L.P./ Mark E. Schwarz(4) | 507,200 | 8.2 | % | ||||||
300 Crescent Court, Suite 1110, Dallas, TX 75201 | |||||||||
Bank of America Corporation/ Fleet National Bank/ | |||||||||
Columbia Management Group, Inc./ Columbia Management | |||||||||
Advisors, Inc.(5) | 500,406 | 8.0 | % | ||||||
100 North Tryon Street, Floor 25, Bank of America Corporate | |||||||||
Center, Charlotte, NC 28255 | |||||||||
Franklin Resources, Inc./ Charles B. Johnson/ Rupert H. | |||||||||
Johnson, Jr./ Franklin Advisory Services, LLC(6) | 475,000 | 7.6 | % | ||||||
One Franklin Parkway, San Mateo, CA 94403 | |||||||||
Steel Partners II, L.P./ Steel Partners, L.L.C./ Warren G. | |||||||||
Lichtenstein(7) | 430,447 | 6.9 | % | ||||||
590 Madison Avenue, 32nd Floor, New York, NY 10022 | |||||||||
Dimensional Fund Advisors Inc.(8) | 393,000 | 6.3 | % | ||||||
1299 Ocean Avenue, 11thFloor, Santa Monica, CA 90401 |
(1) | The number of shares beneficially owned is determined under rules promulgated by the Securities and Exchange Commission, and the information is not necessarily indicative of beneficial ownership for any other purpose. Under such rules, beneficial ownership includes any shares as to which an individual or group has sole or shared voting power or investment power and also any shares which an individual or group has the right to acquire within 60 days of March 16, 2005 through the conversion of any convertible note or the exercise of any stock option, warrant or other right. The inclusion herein of such shares, however, does not constitute an admission that the named stockholder is a direct or indirect beneficial owner of such shares. Unless otherwise indicated, each person or group named in the table has sole voting or investment power (or shares power with his or her spouse) with respect to all shares of capital stock listed as owned by such person or entity. |
(2) | Percentage of beneficial ownership is based on 6,219,734 shares of common stock outstanding as of March 16, 2005. |
(3) | Information is based on a Schedule 13D (Amendment No. 34) dated December 2, 2004 as filed with the Securities and Exchange Commission. Gabelli Funds, LLC is reported to beneficially own 453,500 shares for which it has sole voting power and sole dispositive power. GAMCO Investors, Inc. is reported to own 1,029,000 shares, for which it has sole voting power as to 955,000 shares and sole dispositive power as to 1,029,000 shares. Gabelli Advisers, Inc. is reported to own 43,500 shares for which it has sole voting power and sole dispositive power. MJG Associates, Inc. is reported to own 15,000 shares for which it has sole voting power and sole dispositive power. |
(4) | Information is based on a Schedule 13D (Amendment No. 1) dated August 15, 2002 as filed with the Securities and Exchange Commission. Newcastle Partners, L.P. is reported to beneficially own 507,200 shares for which it has sole voting power and sole dispositive power. Newcastle Capital Management, L.P., as the general partner of Newcastle Partners, L.P. and Newcastle Capital Group, |
8
Table of Contents
L.L.C., as the general partner of Newcastle Capital Management, L.P., and Mark Schwarz, as the managing member of Newcastle Capital Group, L.L.C., may each be deemed to beneficially own the 507,200 shares beneficially owned by Newcastle Partners, L.P. The share information in the table above does not reflect 4,802 shares owned directly by Mark Schwarz and 7,700 shares Mr. Schwarz has a right to acquire through stock options which are exercisable within 60 days of March 16, 2005. | |
(5) | Information is based on a Schedule 13G (Amendment No. 8) dated February 11, 2005 as filed with the Securities and Exchange Commission. Bank of America Corporation is reported to beneficially own 500,406 shares for which it has shared voting power as to 484,406 shares and shared dispositive power as to 500,406 shares. Fleet National Bank is reported to beneficially own 500,406 shares for which it has sole voting power as to 98,106 shares, shared voting power as to 386,300 shares, sole dispositive power as to 107,206 shares, and shared dispositive power as to 393,200 shares. Columbia Management Group, Inc. is reported to beneficially own 392,800 shares for which it has shared voting power as to 386,300 shares and shared dispositive power as to 392,800 shares. Columbia Management Advisors, Inc. is reported to beneficially own 392,800 shares for which it has sole voting power as to 386,300 shares and sole dispositive power as to 392,800 shares. |
(6) | Information is based on a Schedule 13G (Amendment No. 6) dated February 6, 2004 as filed with the Securities and Exchange Commission. The Schedule 13G was filed on behalf of Franklin Resources, Inc., a parent holding company; Charles B. Johnson, a principal stockholder of the parent holding company; Rupert H. Johnson, a principal stockholder of the parent holding company; and Franklin Advisory Services, LLC, an investment adviser, all of which disclaim beneficial ownership of the shares. The shares are reported to be beneficially owned by one or more open or closed-end investment companies or other managed accounts which are advised by direct and indirect investment advisory subsidiaries of Franklin Resources, Inc. Franklin Advisory Services, LLC is reported to have sole voting power and sole dispositive power with respect to such shares. |
(7) | Information is based on a Schedule 13D dated August 6, 2004 as filed with the Securities and Exchange Commission. Steel Partners II is reported to beneficially own 430,447 shares for which it has sole voting and sole dispositive power. Steel Partners L.L.C., as the general partner of Steel Partners II and Warren Lichtenstein, as the sole executive officer and managing member of Steel Partners L.L.C., may each be deemed to beneficially own the 430,447 shares beneficially owned by Steel Partners II. |
(8) | Information is based on a Schedule 13G (Amendment No. 7) dated February 9, 2005 as filed with the Securities and Exchange Commission. Dimensional Fund Advisors Inc., an investment advisor, furnishes investment advice to four investment companies registered under the Investment Company Act of 1940, and serves as investment manager to certain other commingled group trusts and separate accounts (the “Funds”). In its role as investment advisor or manager, Dimensional Fund Advisors Inc. possesses investment and/or voting power over the securities of Nashua that are owned by the Funds. Dimensional Fund Advisors Inc. disclaims beneficial ownership of such securities. |
9
Table of Contents
Amount and Nature of | Percent of Common | |||||||
Name | Beneficial Ownership(1) | Stock Outstanding(2) | ||||||
Margaret S. Adams | 40,000 | (3)(4) | * | |||||
Andrew B. Albert | 340,887 | (3)(4)(5) | 5.5 | % | ||||
L. Scott Barnard | 10,000 | (4) | * | |||||
Donna J. DiGiovine | 55,500 | (4) | * | |||||
Avrum Gray | 56,369 | (4)(6) | * | |||||
George R. Mrkonic, Jr. | 28,702 | (4) | * | |||||
James F. Orr III | 40,830 | (4) | * | |||||
Thomas R. Pagel | 63,109 | (3)(4)(5) | 1.0 | % | ||||
John L. Patenaude | 112,257 | (3)(4)(5) | 1.8 | % | ||||
Mark E. Schwarz | 519,702 | (4)(7) | 8.4 | % | ||||
Directors and Executive Officers as a group (12 persons) | 1,302,991 | (4)(5)(8) | 20.9 | % |
* | Less than 1% of outstanding shares of common stock. |
(1) | Information as to the interests of the respective director nominees has been furnished in part by them. The number of shares beneficially owned is determined under rules promulgated by the Securities and Exchange Commission, and the information is not necessarily indicative of beneficial ownership for any other purpose. Under such rules, beneficial ownership includes any shares as to which an individual or group has sole or shared voting power or investment power and also any shares which an individual or group has the right to acquire within 60 days of March 16, 2005 through the conversion of any convertible note or the exercise of any stock option, warrant or other right. The inclusion herein of such shares, however, does not constitute an admission that the named stockholder is a direct or indirect beneficial owner of such shares. Unless otherwise indicated, each person or group named in the table has sole voting or investment power (or shares power with his or her spouse) with respect to all shares of capital stock listed as owned by such person or entity. |
(2) | Percentage of beneficial ownership is based on 6,219,734 shares of common stock outstanding as of March 16, 2005. |
(3) | Includes shares of restricted stock which will vest upon achievement of certain target average closing prices of Nashua’s common stock over the 40-consecutive trading day period which ends on the third anniversary of the date of grant (“40-day average closing price”) — Ms. Adams, 30,000 shares; Mr. Albert, 54,000 shares; Mr. Pagel, 26,000 shares; and Mr. Patenaude, 26,000 shares. The terms of the restricted stock provide that 33% of such shares shall vest if the 40-day average closing price of at least $13.00 but less than $14.00 is achieved, 66% of such shares shall vest if the 40-day average closing price of at least $14.00 but less than $15.00 is achieved, and 100% of such shares shall vest if the 40-day average closing price of $15.00 or greater is achieved. The restricted shares vest upon a change in control if the share price at the date of a change in control exceeds $13.00. Shares of restricted stock are forfeited if the specified closing prices of the Company’s common stock are not met. |
(4) | Includes shares that may be acquired through stock options which are exercisable within 60 days of March 16, 2005: Ms. Adams, 10,000 shares; Mr. Albert, 106,000 shares; Mr. Barnard, 10,000 shares; Ms. DiGiovine, 54,000 shares; Mr. Gray, 12,700 shares; Mr. Mrkonic, 12,700 shares; Mr. Orr, 17,700 shares; Mr. Pagel, 35,000 shares; Mr. Patenaude, 74,500 shares; Mr. Schwarz, 7,700 shares; and all directors and executive officers as a group, 373,900 shares. |
10
Table of Contents
(5) | Includes shares held in trust under the Company’s Employees’ Savings Plan under which participating employees have voting power as to the shares in their account. As of March 16, 2005, 5,887 shares are held in trust for Mr. Albert’s account; 10,007 shares are held in trust for Mr. Patenaude’s account; 2,109 shares are held in trust for Mr. Pagel’s account; and 20,038 shares are held in trust for the accounts of all directors and executive officers as a group. No director other than Mr. Albert participates in the Employees’ Savings Plan. |
(6) | Includes 14,000 shares held by GF Limited Partnership in which Mr. Gray is a general partner and 10,667 shares held by AVG Limited Partnership in which Mr. Gray is a general partner. Mr. Gray disclaims beneficial ownership of these shares. Also includes 11,000 shares held by JYG Limited Partnership in which Mr. Gray’s spouse is a general partner. Mr. Gray disclaims beneficial ownership of these shares. |
(7) | Includes 507,200 shares beneficially owned by Newcastle Partners, L.P., Newcastle Capital Group, L.L.C., Newcastle Capital Management, L.P. and Mark E. Schwarz. Newcastle Capital Management, L.P. is the general partner of Newcastle Partners, L.P. Newcastle Capital Group, L.L.C. is the general partner of Newcastle Capital Management, L.P., and Mark Schwarz is the managing member of Newcastle Capital Group, L.L.C. |
(8) | Includes 136,000 shares of restricted stock. |
Number of Securities | ||||||
Remaining Available for | ||||||
Number of Securities to be | Weighted-Average | Future Issuance Under Equity | ||||
Issued Upon Exercise of | Exercise Price of | Compensation Plans | ||||
Outstanding Options, | Outstanding Options, | (Excluding Securities Reflected | ||||
Warrants and Rights | Warrants and Rights | in Column (a))(1) | ||||
Plan Category | (a) | (b) | (c) | |||
Equity compensation plans approved by security holders(2) | 582,225 | $7.04 | 27,793(3) |
(1) | In addition to being available for future issuance upon the exercise of stock options that may be granted after December 31, 2004, 10,343 shares under the 1996 Stock Incentive Plan may instead be issued in the form of restricted stock or director compensation, and 3,450 shares under the 1999 Shareholder Value Plan may instead be issued in the form of restricted stock or other stock-based awards including the grant of shares based upon certain conditions, the grant of securities convertible into common stock and the grant of stock appreciation rights. Awards may no longer be granted under the 1987 Stock Option Plan. |
(2) | Includes the 1987 Stock Option Plan, the 1996 Stock Incentive Plan, the 1999 Shareholder Value Plan and the 2004 Value Creation Incentive Plan. |
11
Table of Contents
(3) | Includes 14,000 shares that are available for the grant of restricted stock under the 2004 Value Creation Incentive Plan. |
Long-Term | |||||||||||||||||||||||||||||
Compensation | |||||||||||||||||||||||||||||
Awards | |||||||||||||||||||||||||||||
Annual Compensation | |||||||||||||||||||||||||||||
Restricted | Securities | ||||||||||||||||||||||||||||
Other Annual | Stock | Underlying | All Other | ||||||||||||||||||||||||||
Name and Principal Position | Year | Salary($) | Bonus($) | Compensation($) | Awards($)(1) | Options(#) | Compensation($)(2) | ||||||||||||||||||||||
Andrew B. Albert | 2004 | 450,000 | 209,650 | — | 486,000 | (3) | — | 27,632 | |||||||||||||||||||||
Chairman, President | 2003 | 399,616 | — | — | — | — | 339,210 | ||||||||||||||||||||||
and Chief Executive Officer | 2002 | 350,000 | 35,551 | — | — | 30,000 | 7,822 | ||||||||||||||||||||||
John L. Patenaude | 2004 | 215,000 | 104,958 | — | 234,000 | (3) | — | 18,800 | |||||||||||||||||||||
Vice President-Finance, Chief | 2003 | 210,000 | — | — | — | — | 6,999 | ||||||||||||||||||||||
Financial Officer and Treasurer | 2002 | 195,000 | 19,802 | — | — | — | 6,438 | ||||||||||||||||||||||
Thomas R. Pagel | 2004 | 205,000 | 116,030 | 16,831 | (4) | 234,000 | (3) | — | 6,427 | ||||||||||||||||||||
Vice President | 2003 | 199,923 | — | 14,244 | (5) | — | — | 6,621 | |||||||||||||||||||||
President, Label Products Division | 2002 | 189,269 | 46,089 | 27,301 | (6) | — | — | 6,096 | |||||||||||||||||||||
Donna J. DiGiovine | 2004 | 205,000 | 153,049 | (7) | — | — | — | 11,186 | |||||||||||||||||||||
Vice President | 2003 | 191,116 | — | — | — | — | 6,390 | ||||||||||||||||||||||
President, Toner Products Division | 2002 | 175,000 | 25,062 | — | — | — | 5,861 | ||||||||||||||||||||||
President, Coated Paper Division | |||||||||||||||||||||||||||||
Margaret S. Adams | 2004 | 205,000 | 38,130 | — | 270,000 | (3) | — | 6,427 | |||||||||||||||||||||
Vice President, Chief Information | 2003 | 191,115 | — | — | — | — | 6,575 | ||||||||||||||||||||||
Officer; President, Converted | 2002 | 163,654 | 16,250 | — | — | — | 5,859 | ||||||||||||||||||||||
Paper Division |
(1) | Market value of restricted shares on the date of grant. |
(2) | The amounts listed in the category of “All Other Compensation” consist of Company contributions to the Employees’ Savings Plan and life insurance income. In 2004, these amounts were: |
(a) | as to the Employees’ Savings Plan — Mr. Albert, $6,500; Mr. Patenaude, $6,448; Mr. Pagel, $6,148; Ms. DiGiovine, $6,500; and Ms. Adams, $6,148. | |
(b) | as to life insurance income — Mr. Albert, $1,032; Mr. Patenaude, $852; Mr. Pagel, $279; Ms. DiGiovine, $186; and Ms. Adams, $279. |
The amounts listed in the category “All Other Compensation” for Mr. Albert, Mr. Patenaude and Ms. DiGiovine in 2004 also includes the following cash payments in exchange for the surrender of all their rights under the Nashua Corporation Supplemental Executive Retirement Plan: Mr. Albert, $20,100; Mr. Patenaude, $11,500; and Ms. DiGiovine, $4,500. |
(3) | Consists of shares of restricted stock granted when the price of Nashua shares was $9.00: Mr. Albert, 54,000 shares; Mr. Patenaude, 26,000 shares; Mr. Pagel, 26,000 shares; and Ms. Adams, 30,000 shares. The restricted stock will vest upon achievement of certain target average closing prices of Nashua’s common stock over the 40-consecutive trading day period which ends on the third anniversary of the date of grant (“40-day average closing price”). The terms of the restricted stock provide that 33% of such shares shall vest if the 40-day average closing price of at least $13.00 but |
12
Table of Contents
less than $14.00 is achieved, 66% of such shares shall vest if the 40-day average closing price of at least $14.00 but less than $15.00 is achieved, and 100% of such shares shall vest if the 40-day average closing price of $15.00 or greater is achieved. The restricted shares vest upon a change in control if the share price at the date of a change in control exceeds $13.00. Shares of restricted stock are forfeited if the 40-day average closing price of the Company’s common stock does not meet the specified targets. |
As of December 31, 2004, the market value of the restricted stock (based on the closing price of $11.36 on the New York Stock Exchange of the Company’s common stock on such date) was: as to Mr. Albert, $613,440; as to Mr. Patenaude, $295,360; as to Mr. Pagel, $295,360; and as to Ms. Adams, $340,800. |
(4) | Includes interest payments of $9,631 on deferred compensation, and an automobile allowance of $7,200. |
(5) | Includes interest payments of $7,044 on deferred compensation, and an automobile allowance of $7,200. |
(6) | Includes interest payments of $14,806 on deferred compensation, an automobile allowance of $7,200, a payment of $3,788 as part of Mr. Pagel’s relocation package, and a tax equalization payment of $1,507. |
(7) | In 2001, the Company adopted a retention plan to assist in retaining the services of key employees in its Toner Products division. Ms. DiGiovine, who is the president of the Company’s Toner Products division, was eligible for a retention bonus of up to one-year’s annual salary if she remained employed by the Company through December 2003. The amount of Ms. DiGiovine’s retention bonus accrued over the three year retention period, with one-third of her annual salary accruing for each year during which she remained employed by the Company and during which the Toner Products division met certain business objectives. In March 2004, Ms. DiGiovine was paid a retention bonus under the retention plan of $115,013. |
Number of | ||||||||||||||||
Securities Underlying | Value of Unexercised, | |||||||||||||||
Unexercised Options | In-The-Money, Options | |||||||||||||||
at December 31, 2004 | at December 31, 2004(1) | |||||||||||||||
Name | Exercisable | Unexercisable | Exercisable | Unexercisable | ||||||||||||
Andrew B. Albert | 106,000 | — | $ | 681,400 | $ | 0 | ||||||||||
John L. Patenaude | 77,000 | — | $ | 387,025 | $ | 0 | ||||||||||
Thomas R. Pagel | 35,000 | — | $ | 231,900 | $ | 0 | ||||||||||
Donna J. DiGiovine | 54,000 | — | $ | 260,350 | $ | 0 | ||||||||||
Margaret S. Adams | 10,000 | — | $ | 56,600 | $ | 0 |
(1) | Option values are based on the difference between the closing price on the New York Stock Exchange of the Company’s common stock of $11.36 per share on December 31, 2004 and the exercise price of the options. |
13
Table of Contents
Name | Amount | |||
Andrew B. Albert | $ | 5,904 | ||
John L. Patenaude | $ | 26,676 | ||
Donna J. DiGiovine | $ | 10,752 |
14
Table of Contents
• | To attract and retain the best possible executive and management talent; | |
• | To permit executives and management of the Company to share in its profits; | |
• | To promote the success of the Company; and | |
• | To link executive and management rewards closely to Company performance. |
15
Table of Contents
• | attract and retain the best possible executive and management talent; | |
• | to permit executives and management of the Company to share in its profits; | |
• | to promote the success of the Company; and | |
• | to link executive and management rewards closely to Company performance. |
16
Table of Contents
Leadership and Compensation Committee | |
George R. Mrkonic, Jr., Chairman | |
L. Scott Barnard | |
Avrum Gray | |
Mark E. Schwarz |
17
Table of Contents
Audit/ Finance and Investment Committee | |
Avrum Gray, Chairman | |
L. Scott Barnard | |
James F. Orr III |
18
Table of Contents
Fiscal Year 2004 | Fiscal Year 2003 | |||||||
Audit Fees(1) | $ | 505,000 | $ | 480,000 | ||||
Audit Related Fees(2) | 55,000 | 26,000 | ||||||
Tax Fees(3) | 7,000 | 26,000 | ||||||
All Other Fees(4) | 70,000 | 29,000 | ||||||
Total | $ | 637,000 | $ | 561,000 |
(1) | Audit fees consist of fees for professional services rendered for the audit of our consolidated financial statements and review of the interim consolidated financial statements included in quarterly reports and services that are normally provided by Ernst & Young LLP in connection with statutory and regulatory filing requirements. |
(2) | Audit-related fees consist of fees for assurance and related services that are reasonably related to the performance of the audit and the review of our financial statements which are not reported under Audit Fees. These services relate to due diligence in connection with acquisitions, accounting consultations and audits of employee benefit plans. |
(3) | For 2004, tax fees consist of fees for tax planning. For 2003, tax fees consist of fees for tax planning in the amount of $6,000 and for tax return review in the amount of $20,000. |
(4) | All other fees consist of fees for compliance with the Sarbanes-Oxley Act. |
19
Table of Contents
![(PERFORMANCE GRAPH)](https://capedge.com/proxy/DEF 14A/0000950135-05-001653/b54207dfb5420700.gif)
1999 | 2000 | 2001 | 2002 | 2003 | 2004 | ||||||||||||||||||||||||||
Nashua Corporation | 100.00 | 59.20 | 78.27 | 117.07 | 113.33 | 151.47 | |||||||||||||||||||||||||
S&P 500 Index | 100.00 | 90.90 | 80.09 | 62.39 | 80.29 | 89.02 | |||||||||||||||||||||||||
Composite Peer Group | 100.00 | 81.12 | 83.82 | 72.57 | 98.45 | 108.50 | |||||||||||||||||||||||||
20
Table of Contents
Robert S. Amrein | |
Vice President, General | |
Counsel and Clerk/ Secretary |
21
Table of Contents
A. | Purpose |
• | the integrity of the Company’s financial statements; | |
• | the Company’s compliance with legal and regulatory requirements; | |
• | the independent auditor’s qualifications and independence; and | |
• | the performance of the Company’s internal audit function and independent auditors; |
B. | Structure and Membership |
A-1
Table of Contents
C. | Authority and Responsibilities |
General |
Oversight of Independent Auditors |
• | the firm’s internal quality control procedures; | |
• | any material issues raised by the most recent internal quality-control review, or peer review, of the firm, or by any inquiry or investigation by governmental or professional authorities, within the preceding five years, respecting one or more independent audits carried out by the firm, and any steps taken to deal with any such issues. |
A-2
Table of Contents
• | receive and consider the reports required to be made by the independent auditor regarding: |
• | critical accounting policies and practices; | |
• | alternative treatments within generally accepted accounting principles for policies and practices related to material items that have been discussed with Company management, including ramifications of the use of such alternative disclosures and treatments, and the treatment preferred by the independent auditor; and | |
• | other material written communications between the independent auditor and Company management. |
• | review with the independent auditor: |
• | any audit problems or difficulties the independent auditor encountered in the course of the audit work and management’s response, including any restrictions on the scope of the independent auditor’s activities or on access to requested information and any significant disagreements with management; | |
• | major issues as to the adequacy of the Company’s internal controls and any special audit steps adopted in light of material control deficiencies; | |
• | analyses prepared by management and/or the independent auditor setting forth significant financial reporting issues and judgments made in connection with the preparation of the financial statements, including analyses of the effects of alternative GAAP methods on the financial statements; and | |
• | the effect of regulatory and accounting initiatives, as well as off balance sheet structures, on the financial statements of the Company. |
Review of Audited Financial Statements |
Review of Other Financial Disclosures |
A-3
Table of Contents
Controls and Procedures |
D. | Procedures and Administration |
A-4
Table of Contents
A-5
Table of Contents
ANNUAL MEETING OF STOCKHOLDERS OF
NASHUA CORPORATION
May 4, 2005
Please date, sign and mail
your proxy card in the
envelope provided as soon
as possible.
ê Please detach along perforated line and mail in the envelope provided.ê
n |
THE BOARD OF DIRECTORS RECOMMENDS A VOTE FOR PROPOSAL 1. PLEASE SIGN, DATE AND RETURN PROMPTLY IN THE ENCLOSED ENVELOPE. PLEASE MARK YOUR VOTE IN BLUE OR BLACK INK AS SHOWN HEREx |
1. | Election of Directors: |
NOMINEES: ¡ Andrew B. Albert ¡ L. Scott Barnard ¡ Avrum Gray ¡ George R. Mrkonic, Jr. ¡ James F. Orr III ¡ Mark E. Schwarz | ||||||
o | FOR ALL NOMINEES | |||||
o | WITHHOLD AUTHORITY FOR ALL NOMINEES | |||||
o | FOR ALL EXCEPT (See Instructions below) |
INSTRUCTION: | To withhold authority to vote for any individual nominee(s), mark“FOR ALL EXCEPT” and fill in the circle next to each nominee you wish to withhold, as shown here:l |
To change the address on your account, please check the box at right and indicate your new address in the address space above. Please note that changes to the registered name(s) on the account may not be submitted via this method. | o |
PLEASE FILL IN DATE, SIGN AND MAIL THIS PROXY IN THE ENCLOSED POSTPAID RETURN ENVELOPE.
Signature of Stockholder | Date: | Signature of Stockholder | Date: |
NOTE: | Please sign exactly as your name or names appear on this Proxy. When shares are held jointly, each holder should sign. When signing as executor, administrator, attorney, trustee or guardian, please give full title as such. If the signer is a corporation, please sign full corporate name by duly authorized officer, giving full title as such. If signer is a partnership, please sign in partnership name by authorized person. |
Table of Contents
PROXY
NASHUA CORPORATION
PROXY for Annual Meeting of Stockholders — May 4, 2005
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS
The undersigned, revoking all prior proxies, hereby appoints ROBERT S. AMREIN and JOHN L. PATENAUDE, and each of them, with full power of substitution, as proxies to represent and vote as designated hereon, all shares of common stock of Nashua Corporation (the “Company”) which the undersigned would be entitled to vote if personally present at the Annual Meeting of Stockholders of the Company to be held at the Company’s offices at 11 Trafalgar Square, Suite 201, Nashua, New Hampshire, on May 4, 2005 at 8:00 a.m. (local time) and at any adjournment thereof. The following matter is being proposed by the Company.
Unless a contrary direction is indicated, this Proxy will be voted FOR all nominees listed in Proposal 1, as more specifically set forth in the Proxy Statement. If specific instructions are indicated, this Proxy will be voted in accordance therewith.
The Board of Directors recommends a vote FOR all nominees named in Proposal 1.
In their discretion, the proxies are authorized to vote upon such other matters as may properly come before the meeting, or any adjournment thereof.
(CONTINUED AND TO BE SIGNED ON REVERSE SIDE)