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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
January 13, 1995
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Date of Report (Date of earliest event reported)
NASHUA CORPORATION
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(Exact name of registrant as specified in its charter)
Delaware 1-5492-1 02-0170100
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(State of (Commission (I.R.S. Employer
incorporation) File Number) Identification No.)
44 Franklin Street
P.O. Box 2002
Nashua, New Hampshire 03061-2002
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(Address of principal executive offices)
(603) 880-2323
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(Registrant's telephone number, including area code)
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ITEM 2. ACQUISITION OR DISPOSITION OF ASSETS
On January 13, 1995, certain subsidiaries of Nashua Corporation, a Delaware
Corporation, (collectively "Nashua"), acquired the Continental European and
Northern Ireland-based film processing operations of Nexus Photo Limited, a
U.K. company, and its subsidiaries (collectively "Nexus"). The principal
operations acquired support mail-order photofinishing services in France and
wholesale film processing in Northern Ireland. Also acquired are mail-order
photofinishing businesses in Belgium, Netherlands and Spain. Processing for
the Continental European business takes place in Deal, England with certain
French order fulfillment handled in Boulogne, France. The Northern Irish
operation is located near Belfast, Northern Ireland. The assets acquired
included all assets, tangible and intangible, including fixed assets,
inventories, trade receivables, tradenames, trademarks and goodwill related
directly to the Continental Europe and Northern Ireland-based film processing
operations, in addition to certain photo processing equipment. Liabilities
assumed by Nashua include all third-party trade liabilities and obligations
pertaining to the acquired operations. Excluded liabilities and obligations
include any litigation, tax liabilities and past service liabilities relating
to former or current employees.
Nashua intends to continue the mail-order and wholesale photofinishing
operations in the above countries, and may use certain excess photo processing
assets acquired in its other mail-order photo processing operations.
Under the terms of the Purchase Agreement, the total purchase price was
approximately L16.4 million, plus the assumption by Nashua of the liabilities
discussed above. An additional earn out is payable based on certain future
film roll volume in the Northern Ireland operation. Approximately L2 million
of the purchase price was placed in escrow, which funds shall be released to
Nexus upon the transfer of certain photo processing equipment. Approximately
L13.2 million of the purchase price was provided by a new $75 million
revolving credit facility under an agreement dated January 5, 1995 by and
between Chemical Bank, Bank of Montreal and Bank of Boston and Nashua
Corporation. The remaining purchase price was paid out of existing cash
reserves.
ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS.
(a) It is impracticable for Nashua to provide financial statements at this
time regarding the transaction described in Item 2. Therefore, Nashua
will file the required financial statements under cover of Form 8 as
soon as practicable, but no later than March 29, 1995.
(b) It is impracticable for Nashua to provide pro forma financial information
at this time regarding the transaction described in Item 2. Therefore,
Nashua will file the required pro forma financial information under cover
of Form 8 as soon as practicable, but no later than March 29, 1995.
(c) Exhibits
4.1 Purchase and Sale Agreement by and among Nashua Corporation
and subsidiaries and Nexus Photo Limited and subsidiaries,
dated January 13, 1995.
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SIGNATURES
Pursuant to the requirements of the Security 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
(Registrant)
January 27, 1995 /s/ William Luke
Date: ___________________ By ____________________________
William Luke
Vice President-Finance
and Chief Financial Officer
(principal financial and
duly authorized officer)
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INDEX TO EXHIBITS
PAGE NO.
4.1 Purchase and Sale Agreement, by and among Nashua -4-
Corporation and subsidiaries and Nexus Photo Limited
and subsidiaries.
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