UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): February 11, 2016
CENVEO, INC.
(Exact Name of Registrant as Specified in Charter)
| COLORADO | 1-12551 | 84-1250533 | ||
| (State of Incorporation) | (Commission File Number) | (IRS Employer Identification No.) | ||
| 200 FIRST STAMFORD PLACE | ||||
| STAMFORD, CT | 06902 | |||
| (Address of Principal Executive Offices) | (Zip Code) | |||
| Registrant's telephone number, including area code: (203) 595−3000 | ||||
| Not Applicable | ||||
| (Former name or former address, if changed since last report) | ||||
Check the appropriate box below if the Form 8−K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):
[ ] Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
[ ] Soliciting material pursuant to Rule 14a−12 under the Exchange Act (17 CFR 240.14a−12)
[ ] Pre−commencement communications pursuant to Rule 14d−2(b) under the Exchange Act (17 CFR 240.14d−2(b))
[ ] Pre−commencement communications pursuant to Rule 13e−4(c) under the Exchange Act (17 CFR 240.13e−4(c))
Item 2.02 Results of Operations and Financial Condition.
On February 17, 2016, Cenveo, Inc. (the Company”) issued a press release announcing its results of operations for the fourth quarter and fiscal year ended January 2, 2016. A copy of the press release is attached as Exhibit 99.1 and is incorporated herein by reference.
The foregoing results of operations and related information are furnished under Item 2.02 “Results of Operations and Financial Condition” in accordance with Securities and Exchange Commission Release No. 33-8400. Such information, whether contained herein or in such press release, shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934 or otherwise subject to the liabilities of that Section, nor shall it be deemed incorporated by reference into any filing under the Securities Act of 1933, except as expressly set forth by specific reference in such filing.
Item 3.01 Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard
On February 11, 2016, the Company received notice (the “Notice”) from the New York Stock Exchange, Inc. (the “NYSE”) that the Company does not presently satisfy the NYSE’s continued listing standard requiring the average market capitalization of the Company to not be less than $50 million over a 30 trading-day period while its stockholders’ equity is less than $50 million. The Notice has no immediate impact on the listing of the Company’s common stock and does not affect the Company’s ongoing business operations or its Securities and Exchange Commission reporting requirements. In accordance with the NYSE rules, the Company intends to respond to the Notice within 45 days of its receipt with the submission of a business plan demonstrating how the Company intends to return to compliance with the market capitalization standards within 18 months of receipt of the Notice. The NYSE will review that plan and, within 45 days of its receipt, determine whether we have made a reasonable demonstration of an ability to achieve compliance on the market capitalization standard. If the NYSE accepts the plan, the common stock will continue to be listed and traded on the NYSE during that 18-month period, subject to our compliance with other continued listing standards (including the previously-announced trading price deficiency).
The Company has announced its receipt of the Notice, as required under the NYSE rules, in the press release referred to above and attached hereto as Exhibit 99.1.
Item 9.01 Financial Statements and Exhibits
(d) Exhibits.
Exhibit
Number Description
| 99.1 | Press release of Cenveo, Inc. dated February 17, 2016 |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
Date: February 17, 2016
CENVEO, INC.
By: s/ Scott J. Goodwin
Scott J. Goodwin
Chief Financial Officer
EXHIBIT INDEX
Exhibit
Number Description
| 99.1 | Press release of Cenveo, Inc. dated February 17, 2016 |