1
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
FORM 11-K
FOR ANNUAL REPORTS OF EMPLOYEE STOCK PURCHASE SAVINGS
AND SIMILAR PLANS PURSUANT TO SECTION 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
(Mark One)
(X) ANNUAL REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE ACT OF
1934
For the fiscal year ended December 31, 2000.
------------------
OR
( ) TRANSITION REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE
ACT OF 1934 (NO FEE REQUIRED)
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:
Nashua Corporation
11 Trafalgar Square
Second Floor
Nashua, New Hampshire 03063
2
Nashua Corporation Employees' Savings Plan
Financial Statements and
Supplemental Schedule
Years ended December 31, 2000 and 1999
TABLE OF CONTENTS
Report of Independent Auditors.............................................1
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
Supplemental Schedule
Schedule H, Line 4i - Schedule of Assets (Held at End of Year)............10
3
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, 2000 and 1999,
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, 2000 and 1999, 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, 2000, 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.
/s/ ERNST & YOUNG LLP
----------------------------
Manchester, New Hampshire
June 1, 2001
1
4
Nashua Corporation Employees' Savings Plan
Statements of Net Assets Available for Benefits
DECEMBER 31
----------------------------
2000 1999
----------- -----------
ASSETS
Investments, at fair or contract value $71,004,199 $79,744,327
Receivables:
Employees' contributions 56,474 --
Employer's contribution 35,368 --
----------- -----------
Total receivables 91,842 --
----------- -----------
Net assets available for benefits $71,096,041 $79,744,327
=========== ===========
See accompanying notes.
2
5
Nashua Corporation Employees' Savings Plan
Statements of Changes in Net Assets Available for Benefits
YEAR ENDED DECEMBER 31
-----------------------------
2000 1999
------------ ------------
ADDITIONS
Net appreciation (depreciation) in fair
value of investments $ (8,170,338) $ 7,237,758
Interest and dividends 4,811,298 6,279,999
------------ ------------
(3,359,040) 13,517,757
Contributions:
Employee and rollovers 2,565,917 2,754,262
Employer 803,542 808,323
------------ ------------
3,369,459 3,562,585
------------ ------------
Total additions 10,419 17,080,342
DEDUCTIONS
Withdrawals and benefits paid directly
to participants 8,636,009 5,182,189
Administrative expenses 22,696 34,267
------------ ------------
Total deductions 8,658,705 5,216,456
------------ ------------
Net increase (decrease) (8,648,286) 11,863,886
Net assets available for benefits
at beginning of year 79,744,327 67,880,441
------------ ------------
Net assets available for benefits
at end of year $ 71,096,041 $ 79,744,327
============ ============
See accompanying notes.
3
6
Nashua Corporation Employees' Savings Plan
Notes to Financial Statements
Years ended December 31, 2000 and 1999
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 Plan agreement for a more complete description of
the Plan's provisions.
GENERAL
The Plan is a defined contribution plan covering full-time employees of Nashua
Corporation (the Company) who have at least two months of credited service, with
the exception of Rittenhouse Paper Company and Rittenhouse LLC (Rittenhouse)
employees. The Rittenhouse Employees' Profit Sharing Plan and Trust was merged
into the Plan effective January 1, 2001. The Plan is subject to the provisions
of the Employee Retirement Income Security Act of 1974 (ERISA).
CONTRIBUTIONS
Each year, participants may contribute from 1% up to 15% 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% for the first 6% of base
compensation that a participant contributes to the Plan. Additional amounts may
be contributed at the option of the Company's board of directors.
During the years ended December 31, 2000 and 1999, amounts related to employee
rollovers from other qualified plans amounted to $93,365 and $218,110,
respectively.
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 and plan earnings. Allocations are
based on participant earnings or account balances, as defined. The benefit to
which a participant is entitled is the benefit that can be provided from the
participant's vested account.
4
7
Nashua Corporation Employees' Savings Plan
Notes to Financial Statements (continued)
1. DESCRIPTION OF PLAN (CONTINUED)
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, a participant may receive a lump-sum amount equal to
the vested value of his or her account, or upon death, disability or retirement,
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.
2. SUMMARY OF ACCOUNTING POLICIES
BASIS OF ACCOUNTING
The financial statements have been prepared on the accrual basis of accounting.
5
8
Nashua Corporation Employees' Savings Plan
Notes to Financial Statements (continued)
2. SUMMARY OF ACCOUNTING POLICIES (CONTINUED)
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. Common shares of
Company stock held in the Plan are valued at quoted market price. The Plan's
guaranteed investment contract is valued at contract value, which approximates
fair value. Contract value represents contributions made under the contracts,
plus interest earned at 3.63%, less funds used to pay withdrawals and expenses.
The participant loans are valued at their outstanding balances, which
approximate fair value.
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.
USE OF ESTIMATES
The preparation of financial statements in conformity with accounting principles
generally accepted in the United States requires management to make estimates
that affect the amounts reported in the financial statements and accompanying
notes. Actual results could differ from those estimates.
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.
6
9
Nashua Corporation Employees' Savings Plan
Notes to Financial Statements (continued)
3. INVESTMENTS
During 2000 and 1999, 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
----------------------------
2000 1999
----------- -----------
Nashua Corporation Common Stock $ (688,027) $ (939,635)
Shares of mutual funds (7,482,311) 8,177,393
----------- -----------
$(8,170,338) $ 7,237,758
=========== ===========
Investments that represent 5% or more of the fair value of the Plan's net assets
available for benefits are as follows:
DECEMBER 31
---------------------------
2000 1999
----------- -----------
Fidelity Puritan Fund $ 5,639,051 $ 6,887,933
Fidelity Magellan Fund 20,033,643 24,192,401
Fidelity Contrafund 3,756,870 4,304,098
Fidelity Equity-Income Fund 4,351,680 5,140,368
Fidelity Growth Company Fund 13,679,850 12,693,116
Fidelity U.S. Government Reserve
Money Market Fund 12,341,397 8,379,510
7
10
Nashua Corporation Employees' Savings Plan
Notes to Financial Statements (continued)
4. GUARANTEED INVESTMENT CONTRACT FUND
The Plan's investment in the Guaranteed Investment Contract Fund consists of the
following:
DECEMBER 31
---------------------------
2000 1999
----------- -----------
Fidelity U.S. Government Reserve
Money Market Fund $12,341,397 $ 8,379,510
First Allmerica
3.25%, due 4/30/00 -- 713,059
Pacific Mutual Life Insurance Company
5.30%, due 4/29/00 -- 912,298
Monumental Life
3.63%, due 4/30/01 656,088 633,105
Monumental Life
5.21%, due 4/30/01 510,531 485,227
United States Treasury Note
8.50%, due 11/15/00 -- 2,981,165
----------- -----------
$13,508,016 $14,104,364
=========== ===========
The average yields of the Guaranteed Investment Contract Fund for the years
ended December 31, 2000 and 1999 were approximately 5.6% and 7.4%, respectively.
Crediting interest rates remained the same, as noted above, for both 2000 and
1999.
The issuing institution's ability to meet its contractual obligation under the
respective contracts may be affected by future economic and regulatory
developments in the insurance industry.
8
11
Nashua Corporation Employees' Savings Plan
Notes to Financial Statements (continued)
5. INCOME TAX STATUS
The Plan has received a determination letter from the Internal Revenue Service
dated October 25, 1994, stating that the Plan is qualified under Section 401(a)
of the Internal Revenue Code (the Code) and, therefore, the related trust is
exempt from taxation. 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 is qualified and
the related trust is tax-exempt.
6. PARTY-IN-INTEREST TRANSACTIONS
Certain of the Plan's assets are invested in mutual funds for which FMR Corp.
provides investment advisory services. FMR Corp. is an affiliate of both
Fidelity Management Trust Company and Fidelity Investments Institutional
Operations Company, Inc., the Plan's trustee and recordkeeper, respectively.
Accordingly, these transactions qualify as party-in-interest.
7. SUBSEQUENT EVENT
The Company acquired all outstanding shares of stock of Rittenhouse Paper
Company 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 effective January 1, 2001. As a result, assets of approximately $17,000,000
were transferred into the Plan in January 2001.
9
12
SUPPLEMENTAL SCHEDULE
13
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, 2000
IDENTITY OF ISSUE, BORROWER, DESCRIPTION OF CURRENT
LESSOR OR SIMILAR PARTY INVESTMENT VALUE
- --------------------------------------------------------------------------------------------
Mutual Funds:
* Fidelity Management
Trust Company Puritan Fund, 299,472 shares $ 5,639,051
Magellan Fund, 167,927 shares 20,033,643
Contrafund, 76,406 shares 3,756,870
Equity-Income Fund, 81,446 shares 4,351,680
Growth Company Fund, 191,514 shares 13,679,850
Intermediate Bond Fund, 29,752 shares 298,705
Europe Fund, 55,424 shares 1,649,970
Pacific Basin Fund, 38,382 shares 663,625
Asset Manager Fund, 38,826 shares 653,049
Small Cap Stock Fund, 58,898 shares 955,914
Government Money Market Fund, 643,106 shares 643,106
Spartan U.S. Equity Index Fund, 41,832 shares 1,958,165
------------
54,283,628
Guaranteed Investment
Contract Fund:
Monumental Life 5.21%, due 4/30/01 510,531
Monumental Life 3.63%, due 4/30/01 656,088
* Fidelity Management
Trust Company Fidelity U.S. Government Reserve Money
Market Fund, 12,341,397 shares 12,341,397
------------
13,508,016
Common Stock
* Nashua Corporation Nashua Corporation
Common Stock, 264,942 shares 1,176,342
Interest Bearing Cash Cash 39,064
* Participant Loans 7.25% to 13.5% 1,997,149
------------
$ 71,004,199
============
* Indicates a party-in-interest to the Plan.
10
14
NASHUA CORPORATION EMPLOYEES' SAVINGS PLAN. Pursuant to the requirements of the
Securities Act of 1934, the Plan Committee 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 25, 2001 By /s/John L. Patenaude
-------------- ------------------------------
John L. Patenaude
Nashua Corporation
Vice President - Finance,
Chief Financial Officer