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, 2001.
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
Nashua Corporation Employees' Savings Plan
Financial Statements
and Supplemental Schedule
Years ended December 31, 2001 and 2000
TABLE OF CONTENTS
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
Supplemental Schedule
Schedule H, Line 4i - Schedule of Assets (Held at End of Year)......... 10
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, 2001 and 2000,
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, 2001 and 2000, 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, 2001, 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
May 26, 2002
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Nashua Corporation Employees' Savings Plan
Statements of Net Assets Available for Benefits
DECEMBER 31
-----------------------------
2001 2000
----------- -----------
ASSETS
Investments $78,592,818 $71,004,199
Receivables:
Participant's contributions 70,481 56,474
Employer's contribution 192,372 35,368
----------- -----------
Total receivables 262,853 91,842
----------- -----------
Net assets available for benefits $78,855,671 $71,096,041
=========== ===========
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
----------------------------
2001 2000
----------- ------------
ADDITIONS
Interest and dividends $ 2,286,018 $ 4,811,298
Transfer from Rittenhouse Employees' Profit
Sharing Plan and Trust (Note 1) 16,923,936 --
----------- ------------
19,209,954 4,811,298
Contributions:
Participant 3,150,271 2,472,552
Employer and profit sharing 1,203,272 803,542
Rollovers 214,499 93,365
----------- -----------
4,568,042 3,369,459
----------- -----------
Total additions 23,777,996 8,180,757
DEDUCTIONS
Benefits paid directly to participants 7,508,354 8,636,009
Net depreciation in fair value of investments 8,494,716 8,170,338
Administrative expenses 15,296 22,696
----------- -----------
Total deductions 16,018,366 16,829,043
----------- -----------
Net increase (decrease) 7,759,630 (8,648,286)
Net assets available for benefits
at beginning of year 71,096,041 79,744,327
----------- -----------
Net assets available for benefits
at end of year $78,855,671 $71,096,041
=========== ===========
See accompanying notes.
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Nashua Corporation Employees' Savings Plan
Notes to Financial Statements
December 31, 2001
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 eligible employees, as defined,
of Nashua Corporation (the Company) who have at least two months of credited
service (no service requirement effective January 1, 2001). The Plan was amended
and restated effective January 1, 2001, 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% 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.
The Plan also provides that eligible employees of Rittenhouse may receive a
profit sharing contribution, such amount, if any, determined by the Manager of
Rittenhouse. For the year ending December 31, 2001, profit sharing contributions
were $139,761.
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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 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.
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.
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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 Plan's guaranteed
investment contract fund 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.
Investments in the Company stock fund are measured in units of participation and
includes 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.
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.
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Nashua Corporation Employees' Savings Plan
Notes to Financial Statements (continued)
3. INVESTMENTS
During 2001 and 2000, 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
---------------------------
2001 2000
----------- -----------
Nashua Corporation Common Stock Fund $ 403,167 $ (688,027)
Shares of mutual funds (8,897,883) (7,482,311)
----------- -----------
$(8,494,716) $(8,170,338)
=========== ===========
Investments that represent 5% or more of the fair value of the Plan's net assets
available for benefits are as follows:
DECEMBER 31
---------------------------
2001 2000
----------- -----------
Fidelity Magellan Fund $17,734,339 $20,033,643
Fidelity Managed Income Portfolio 16,417,638 --
Fidelity Growth Company Fund 9,759,282 13,679,850
Fidelity Freedom 2010 Fund 7,981,759 --
Spartan U.S. Equity Index Fund 5,657,986 --
Fidelity Equity-Income Fund 4,087,763 4,351,680
Fidelity Puritan Fund -- 5,639,051
Fidelity Contrafund -- 3,756,870
Fidelity U.S. Government Reserve
Money Market Fund -- 12,341,397
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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
-------------------------------
2001 2000
------------ -----------
Fidelity U.S. Government Reserve
Money Market Fund $ -- $12,341,397
Monumental Life
3.63%, due 4/30/01 -- 656,088
Monumental Life
5.21%, due 4/30/01 -- 510,531
------------ -----------
$ -- $13,508,016
============ ===========
The average yields of the Guaranteed Investment Contract Fund for the year ended
December 31, 2000 was approximately 5.6%.
5. INCOME TAX STATUS
The Plan has received a determination letter from the Internal Revenue Service
dated April 15, 2002, 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.
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Supplemental Schedule
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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, 2001
IDENTITY OF ISSUE, BORROWER, DESCRIPTION OF CURRENT
LESSOR OR SIMILAR PARTY INVESTMENT VALUE
- -------------------------------------------------------------------------------------------------------------
* Fidelity Management
Trust Company: Magellan Fund, 170,163 shares $17,734,339
Contrafund, 75,438 shares 3,226,472
Equity-Income Fund, 83,817 shares 4,087,763
Growth Company Fund, 183,376 shares 9,759,282
Capital and Income Fund, 7,588 shares 51,445
Diversified International Fund, 92,252 shares 1,760,165
Freedom Income Fund, 23,642 shares 258,412
Freedom 2000 Fund, 5,874 shares 67,670
Freedom 2010 Fund, 632,971 shares 7,981,759
Freedom 2020 Fund, 39,977 shares 502,912
Freedom 2030 Fund, 17,452 shares 219,199
Freedom 2040 Fund, 18,540 shares 137,013
Fidelity Retirement Money Market Fund, 88 shares 88
Fidelity Managed Income Portfolio,
16,417,638 shares 16,417,638
Fidelity U.S. Bond Index Fund, 293,867 shares 3,173,761
Spartan U.S. Equity Index Fund, l39,222 shares 5,657,986
Spartan International Index Fund, 608 shares 14,863
UAM/RHJ Small Cap Fund, 65,002 shares 1,078,390
MSI Emerging Markets Fund, 4,487 shares 48,196
Strong Advisor Common Stock Fund,
116,444 shares 2,303,268
------------
74,480,621
Common Stock
* Nashua Corporation Nashua Corporation
Common Stock, 216,764 shares 1,261,566
Interest Bearing Cash Cash 93,100
* Participant Loans 7% to 11.5% 2,757,531
-----------
$78,592,818
===========
* 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 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 20, 2002 By /s/ John L. Patenaude
-------------- -----------------------------------
John L. Patenaude
Nashua Corporation
Vice President - Finance,
Chief Financial Officer
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