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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
APRIL 17, 2000
Date of Report (Date of Earliest Event Reported)
NASHUA CORPORATION
(Exact Name of Registrant as Specified in its Charter)
DELAWARE
(State or Other Jurisdiction of Incorporation)
1-5492-1 02-0170100
(Commission File Number) (I.R.S. Employer Identification No.)
44 FRANKLIN STREET
NASHUA, NEW HAMPSHIRE 03064
(Address of Principal Executive Offices)
(603)880-2323
(Registrant's Telephone Number, Including Area Code)
NOT APPLICABLE
(Former Name or Former Address, if Changed Since Last Report)
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INFORMATION TO BE INCLUDED IN THE REPORT
ITEM 2 - ACQUISITION OR DISPOSITION OF ASSETS
On April 17, 2000, Nashua Corporation, a Delaware corporation (the
"Company"), completed its previously announced acquisition of all outstanding
shares of stock of Rittenhouse Paper Company, an Illinois corporation
("Rittenhouse"), pursuant to a Stock Purchase Agreement (the "Purchase
Agreement"), dated March 21, 2000, by and among the Company, Rittenhouse and the
stockholders of Rittenhouse. The consideration paid by the Company to the
stockholders of Rittenhouse totaled approximately $57 million in cash plus a
contingent payment of up to $6 million if certain financial targets are achieved
for the year 2000. The Company did not assume any third party interest paying
debt.
The Company funded $35 million of the purchase price from borrowings under
a secured loan of $55 million from Fleet Bank-NH and LaSalle Bank, consisting of
a $20 million term loan and a $35 million revolving loan. The Company funded the
remainder of the purchase price from its cash reserves.
In connection with the acquisition, the Company entered into an employment
agreement with Andrew Albert, the president and chief executive officer of
Rittenhouse, who was appointed the President and Chief Operating Officer of the
Company. Mr. Albert's employment agreement is for a five-year term through April
2005. Mr. Albert is entitled to receive an annual base salary of $350,000,
subject to annual increases and bonuses as the board of directors of the Company
may determine. Additionally, pursuant to the terms of the Purchase Agreement,
Mr. Albert will be appointed to the Company's board of directors.
The terms of the Purchase Agreement, including the amount of consideration
paid by the Company, were the result of arm's length negotiations among the
Company, Rittenhouse and the former stockholders of Rittenhouse. Other than as
set forth above, there were no material relationships between the Company, or
any of its affiliates, directors or officers or their associates and the former
stockholders of Rittenhouse.
ITEM 7 - FINANCIAL STATEMENTS AND EXHIBITS
(a) Financial Statements of Business Acquired
It is impracticable at this time to provide the financial statements of the
business acquired for the periods specified in Rule 3-05(b) of Regulation
S-X. These financial statements will be filed by amendment hereto within 60
days of the date this Report on Form 8-K is required to be filed.
(b) Pro Forma Financial Information
It is impracticable at this time to provide the pro forma information
required by Article 11 of Regulation S-X. This pro forma information will
be filed by amendment hereto within 60 days of the date this Report on Form
8-K is required to be filed.
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(c) Exhibits
2.1 Stock Purchase Agreement entered into as of March 21, 2000 by and
among Nashua Corporation, Rittenhouse Paper Company and the
stockholders of Rittenhouse Paper Company. Filed as an exhibit to
the Company's Form 8-K dated April 18, 2000 and incorporated
herein by reference.
2.2 Escrow Agreement entered into as of April 14, 2000 by and among
Nashua Corporation, the stockholders of Rittenhouse Paper Company
and LaSalle Bank, N.A. Filed as an exhibit to the Company's Form
8-K dated April 18, 2000 and incorporated herein by reference.
10.17 Revolving Credit and Term Loan Agreement entered into as of April
14, 2000 by and among Nashua Corporation, Rittenhouse, L.L.C.,
Rittenhouse Paper Company, Fleet Bank-NH and LaSalle Bank, N.A.
Filed as an exhibit to the Company's Form 8-K dated April 18,
2000 and incorporated herein by reference.
10.18 Employment Agreement entered into as of April 14, 2000 by and
between Nashua Corporation and Andrew B. Albert. Exhibit to the
Company's Form 8-K dated April 18, 2000 and incorporated herein
by reference.
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 thereunto duly authorized.
NASHUA CORPORATION
Date: May 2, 2000 By /s/ Peter C. Anastos
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Peter C. Anastos
Vice President, General Counsel
and Secretary